THIS WEBSITE IS PROVIDED BY (1) GREENMAN INVESTMENTS LIMITED (“GIL”), AS THE ENTITY RESPONSIBLE FOR MAINTAINING THIS WEBSITE AND PROCESSING AND TRANSLATING THE INFORMATION INTO A FORMAT WHICH APPEARS ON THIS WEBSITE, OF THE FIRST PART, (2) GREENMAN AUTO SA AND GREENMAN ACCELERATE SA ON THEIR OWN BEHALF AND ON BEHALF OF ANY THEIR RESPECTIVE SUBSIDIARIES FROM TIME TO TIME, AS THE ENTITY RESPONSIBLE FOR SUPPLYING CERTAIN INFORMATION TO GIL FOR REPRODUCTION ON THIS WEBSITE, OF THE SECOND PART (“GREENMAN COMPANIES”) , AND (3) PREMIER BENCHMARK PROPERTY LIMITED TRADING AS REAL RETURNS, IN ITS CAPACITY AS ASSET MANAGER OF CERTAIN REAL ESTATE INVESTMENTS IN RESPECT OF WHICH INFORMATION HAS BEEN REPRODUCED ON THIS WEBSITE (“REAL RETURNS”) (GIL, EACH GREENMAN COMPANY, AND REAL RETURNS ARE INDIVIDUALLY, A “PROVIDER” AND TOGETHER, THE “PROVIDERS”) .
YOU (THE “USER”) MUST BE EITHER A PERSON WHO HAS MADE AN INVESTMENT IN AND ENTERED INTO AN AGREEMENT WITH A GREENMAN COMPANY (AN “INVESTOR”) OR A PERSON AUTHORISED TO USED THIS WEBSITE ON BEHALF OF YOUR EMPLOYER OR ANOTHER PERSON OR ORGANISATION WHO IS AN INVESTOR (AN “AUTHORISED USER”). IN THE CASE OF AN AUTHORISED USER EXCEPT WHERE EXPRESSLY PROVIDED TO THE CONTRARY “USER” SHALL REFER JOINTLY AND SEVERALLY TO THE AUTHORISED USER AND THE RELEVANT INVESTOR. IF YOU ARE NOT AN INVESTOR AND HAVE NOT BEEN AUTHORISED TO USE THIS WEBSITE YOU MUST EXIT IMMEDIATELY.
YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (“WEBSITE TERMS”).
1. Access Obligations
(a) The Website is password protected and User will be assigned user verification data which may include user names, passwords, smartcards, secure ID tokens, tokens, security slips and cryptographic keys (“User Verification Data”) to permit access to and use of the Website.
- User agrees to keep User Verification Data strictly confidential.
- Investor (excluding Authorised User) agrees to develop and/or maintain adequate security procedures (i) to ensure that User Verification Data will not be disclosed to any persons other than such of its authorised representatives who have been authorised by Provider to use the Website and (ii) to prevent access to the Website by all other persons.
- User will not interrupt or attempt to interrupt or impair the operation of the Website in any way.
- Access to the Website from any location or jurisdiction other than the locations and jurisdictions (if any) designated at the time of assignment of the relevant User Verification Data or as otherwise agreed with Provider from time to time in writing is prohibited.
- User is responsible for all uses of User Verification Data and for any acts or omissions during such use (including, without limitation, the entry into any transactions) and Provider shall be entitled to treat any access to or use of the Website (including without limitation the entry into any transactions) as having been duly authorised by Investor regardless of whether or not it was effected on its behalf by an authorised representative.
- User will promptly notify Provider: (i) of any loss or theft User Verification Data; (ii) if it believes the confidentiality of any User Verification Data has been compromised; and (iii) of any actual or threatened unauthorised use of User Verification Data or the Website.
- User will comply with any security procedures specified by Provider from time to time and, if access to the Website is through a third party server, any security procedures specified by that third party from time to time;
- User shall be solely responsible for providing and maintaining any equipment and software and for making all appropriate arrangements with any telecommunications suppliers or, where access to the Website is provided through a third party server, any such third party, necessary in order to obtain access to the Website. Provider makes no representation or warranty as to the suitability or otherwise of any such equipment, software or arrangements; and
- User will not use, or allow the use of, the Website in contravention of any laws, regulations or rules of any regulatory authorities to which Investor is subject.
Grant of Rights and Access to Website
- Provider grants Investor a revocable, non-exclusive, non-transferable, limited right to access, use and display the Website in accordance with these Website Terms.
(b) Provider may change, suspend, terminate, restrict or discontinue the Website (or any part of it) any goods, services, information, features or functions accessible by means of the Website or Investor’s access to the Website, for any reason, at any time without either notice or liability.
(c) Investor acknowledges that the Website may contain audit software.
3. Intellectual Property Rights
- The Website may incorporate third party data, text, images, software, multi-media materials and other content (“Third Party Content”) and references to the term “Website” shall be taken to include Third Party Content. Investor may be required to agree to additional terms and conditions governing the use of or access to Third Party Content.
- The Website is protected by copyright, database rights and other intellectual property rights. Investor acknowledges that Provider and/or its third party suppliers retain all right, title and interest in and to the Website. Use of the Website does not confer any ownership rights in the Website.
(d) Except as otherwise specifically agreed in writing Investor shall not: (i) except solely and exclusively for internal business and disaster recovery purposes, copy the Website; (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, time-share, lend or transfer or in any way exploit the Website; (iii) or embed the Website into other products; (iv) use the Website in any timesharing arrangement; (v) create function calls or other embedded links from any software program to the Website; (vi) remove or obscure any copyright notice of Provider or any of its suppliers; (vii) use any trademarks, service marks, domain names, logos, or other identifiers of Provider or any of its suppliers or (viii) save to the extent permitted under by law, reverse engineer, decompile, disassemble, or access the source code of the Website.
- Use of the Website may require the distribution of cryptographic technology which is subject to export controls or restrictions. Investor will not re-distribute or re-export such cryptographic technology without: (i) the prior written consent of Provider; (ii) Investor’s compliance with all applicable export laws; and (iii) Investor’s compliance with the laws of the country of destination or use.
4. No Advice or Recommendations
(a) No representation is made as to the reasonableness, accuracy or completeness of the valuations, projected returns upon disposal of relevant assets and information displayed on this Website as they are subject to a number of uncertain and changing factors external to the Providers that may materially change the actual valuations including, but not limited to, comparative prices publicly available, changing market liquidity, economic opinion, assumptions and adjustments for transaction and hedging costs, accounting offsets and provisions, liquidity or credit considerations or other significant factors. No representation is made that such valuations, and projected returns upon disposal of relevant assets are in any way indicative of future performance.
(b) Except as otherwise specifically agreed in writing between Investor and Provider (i) nothing on this Website is an offer which can be accepted by Investor so as to create contractual obligations without further action by Provider; (ii) Provider provides no advice with respect to the use of the Website and the properties, securities and investments referred to therein (including, without limitation, regarding the execution of transactions or any legal, tax or accounting advice or advice regarding the suitability or profitability of a security, investment or transaction); and (iii) the Website provides general information only; it is not intended as financial advice or as an offer, solicitation or recommendation of securities or other financial products and is not personalised or in any way tailored to reflect Investor’s particular investment objectives, financial situation or needs and (iv) Investor should obtain independent financial advice that addresses its particular investment objectives, financial situation and needs before making investment decisions.
5. Account Information
Where User accesses account information via this Website, User confirms that it is aware that communications over the internet cannot be guaranteed to be secure and that there is a risk that information displayed via the internet or contained within any communication made over the internet, including potentially confidential information, may be intercepted, lost, destroyed or delayed in display or transmission. Without prejudice to the generality of clause 9 below, User specifically agrees that Provider shall have no liability whether in contract, tort or otherwise for any direct, indirect or consequential loss or damage or any loss of profits which may be suffered by User in connection with access made to account information via this Website
6. Disclosure of positions
Provider and its respective officers and employees may from time to time deal in, be represented on the board of, hold significant long or short positions, or act as market-makers, advisors, asset managers, brokers, commercial and/or investment bankers in relation to any companies, institutions, financial instruments or derivatives thereof which may be discussed in the Website.
7. Disclaimer of Warranties
(a) THE WEBSITE IS PROVIDED “AS IS” AND PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING: (1) THE CURRENCY, ACCURACY OR COMPLETENESS OF THE WEBSITE; (2) THE RESULTS TO BE OBTAINED BY INVESTOR OR ANYONE ELSE FROM THE USE OF THE WEBSITE; AND (3) ANY THIRD PARTY CONTENT ACCESSIBLE ON OR THROUGH THE WEBSITE.
(b) EXCEPT TO THE EXTENT REQUIRED BY LAW PROVDER: (1) DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION WARRANTIES AND CONDITIONS AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (2) DOES NOT WARRANT THAT THE WEBSITE, ANY CONTENT (INCLUDING ANY THIRD PARTY CONTENT), GOODS AND SERVICES OFFERED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE, THE SERVERS FROM WHICH IT IS MADE AVAILABLE OR ANY CONNECTED WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8. Limitation of Liability
(a) USE OF THE WEBSITE IS AT USER’S OWN RISK AND INVESTOR ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF OR ACCESS TO THE WEBSITE.
(b) EXCEPT IN THE CASE OF WILFUL MISCONDUCT OR FRAUD PROVIDER SHALL NOT BE LIABLE FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF (1) CONTENT ON THE WEBSITE; (2) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE; OR (3) USE OF OR ACCESS TO THE WEBSITE.
(c) PROVIDER SHALL HAVE NO LIABILITY ARISING FROM (1) USER’S INABILITY TO ACCESS OR USE THE WEBSITE FOR ANY REASON (2) ANY FAILURE BY THE WEBSITE TO TRANSMIT, OR ANY DELAY IN THE TRANSMISSION OR THE RECEIPT BY PROVIDER OF ANY INSTRUCTIONS, ANY REJECTION OR NON-EXECUTION OF ANY INSTRUCTIONS OR ANY FAILURE OF THE WEBSITE TO TRANSMIT, OR ANY DELAY IN THE TRANSMISSION OR THE RECEIPT BY THE INVESTOR OF ANY NOTIFICATION THAT ANY INSTRUCTIONS HAVE OR HAVE NOT BEEN EXECUTED.
(d) TO THE FULL EXTENT PERMITTED BY LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OR GOODWILL, LOSS OF OR DAMAGE TO DATA OR INDIRECT OR CONSEQUENTIAL LOSS ARISING FROM INVESTORS USE OF OR ACCESS TO THE WEBSITE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE.
- PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR OTHERWISE UNDER THESE WEBSITE TERMS SHALL BE LIMITED TO THE SUM OF €10,000 (TEN THOUSAND EURO).
- NOTHING IN THESE WEBSITE TERMS EXCLUDES OR LIMITS PROVIDER’S LIABILITY FOR FRAUD OR FOR PERSONAL INJURY OR DEATH CAUSED BY PROVIDERS’ NEGLIGENCE.
(g) PROVIDER WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY OBLIGATION UNDER THESE WEBSITE TERMS OR FROM ANY DELAY IN THE PERFORMANCE THEREOF, DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING INDUSTRIAL DISPUTES OF ANY NATURE, ACTS OF GOD, ACTS OF A PUBLIC ENEMY, ACTS OF GOVERNMENT, FAILURE OF TELECOMMUNICATIONS, EXCHANGE OR MARKET RULINGS OR SUSPENSION OF TRADING, SABOTAGE, PESTILENCE, TERRORISM, LIGHTNING OR ELECTRO-MAGNETIC DISTURBANCES, EARTHQUAKE, FLOOD, FIRE OR OTHER CASUALTY.
Investor will indemnify and keep indemnified Provider and their respective directors, officers, employees and agents, from and against any and all claims, losses, liabilities, damages, costs and expenses arising out of or relating to: (i) User’s breach of these Website Terms; (ii) User’s violation of any applicable law, rule or regulation in connection with its use of the Website; and (iii) any third party claims arising out of or in connection with Investor’s use of or inability to use the Website.
The Website may contain links to other websites which are not controlled by Provider and contain material produced by independent third parties. The existence of a link from the Website to any third party website does not constitute a recommendation or other approval by Provider of such website its content or any provider thereof. Any opinions or recommendations expressed on third party websites are those of the relevant provider and are not the opinions or recommendations of Provider. Provider accepts no responsibility for content provided on any website that may be accessed through links on the Website.
- These Website Terms may be terminated by Provider for any reason at any time.
- Following termination of these Website Terms Investor shall, on request, promptly return to Provider or destroy any content (including Third Party Content) or other materials provided by Provider or made available on the Website. At Provider’s request Investor will certify in writing the return or destruction of all such materials.
- Unless otherwise expressly provided: (i) on termination of these Website Terms Investor’s permission to access the Website ceases immediately; (ii) termination of these Website Terms shall have no effect on any transactions previously executed through the Website which shall continue to be governed by these Website Terms and shall not negate any action required by any party to complete or implement any transaction which is entered into prior to such termination.
- Without prejudice to clause 11(c)(i) above, any access of the Website by Investor following the termination of these Website Terms shall again be deemed to be subject to these Website Terms.
- Clauses 3(b), 7, 8, 9, 11(b), 12 and 14 to 17 (inclusive) of these Website Terms shall survive the termination of these Website Terms for any reason.
12. Assignment, Subcontracting and Delegation
These Website Terms are for the benefit of Provider and the members of the group of companies of each Provider, their successors and assigns. Provider may assign or transfer any of its rights under these Website Terms. Provider may delegate or subcontract the performance of any obligation under these Website Terms. User may not assign its rights or obligations under these Website Terms and any purported assignment will be void.
Provider may vary or amend these Website Terms at any time. Any amendments to these Website Terms will be displayed on the Website or otherwise communicated to User and User will be deemed to have accepted such amendment if it continues to access or use the Website.
14. Other Agreements
These Website Terms supercede and replaces in their entirety all previous versions of the same. In the event of any inconsistency between these Website Terms and any master or other specific agreement between any of Investor, Authorised User and Provider relating to the particular product or services traded or offered through the Website that other agreement shall prevail.
15. No Waiver
No failure or delay on the part of Provider in exercising any right or remedy under these Website Terms shall operate as a waiver of, or impair, any such right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other rights or remedies. No waiver of any right or remedy shall be deemed a waiver or modification of any other right or remedy under these Website Terms.
16. Partial validity
If at any time any provision of these Website Terms is or becomes illegal, invalid or unenforceable, that shall not affect or impair the legality, validity or enforceability of any other provision of the Website Terms.
- Contract Rights of Third Parties
Subject to clause 12 of these Website Terms a person who is not a party to this agreement has no right to enforce any term of this agreement.
18. Governing Law and Jurisdiction
These Website Terms are governed by and shall be construed in accordance with the laws of Ireland and the parties irrevocably submit for the exclusive benefit of Provider to the jurisdiction of the Irish courts.