Terms of Use (GSMA Equipment Marketplace)

Welcome to GSMA Equipment Marketplace (this “Platform”). This Platform is operated by Shields Environmental Group (Holdings) Limited, a company incorporated and registered in England and Wales, with company number 09591546, whose registered office is at Kerry Avenue, Purfleet Industrial Park, South Ockendon, Essex, RM15 4YE (“Shields”). GSMA Advisory Services Ltd, a company incorporated and registered in England and Wales, with company number 14296933, whose registered office is at 1 Angel Lane, London, EC4R 3AB (“GSMA“) is engaged in marketing and promoting this Platform and associated fulfilment solutions provided by Shields (collectively the “Services”). For the purposes of these terms of use (the “Terms of Use”), Shields and GSMA are collectively referred to as “we”, “our” or “us”.

“You” and “your” means: (i) you personally as a registered user who is authorised to access the Platform in accordance with these Terms of Use; and (ii) if you access the Platform on behalf of a corporation or other legal entity, you and such corporation or other legal entity on whose behalf you access the Platform and the Services.

These Terms of Use are a legal agreement between you and us. By accessing and browsing the Platform, you agree to be bound by these Terms of Use, our privacy policies (including the GSMA Privacy Policy and Shields privacy statement), GSMA Anti-trust Policy, other applicable policies (if any) provided by us from time to time (each a “Policy”), and any pop-ups or warnings on this Platform. If you are uncertain about any of these terms, please email [email protected] and we will try to respond to your query as soon as possible.

If you do not agree to the Terms, please do not use the Platform.

The Services

These Terms of Use shall govern the use of the Platform. Any transaction (buy or sale) deriving from the Platform (“Transaction”), or use of any of the Services that Shields offers (for example asset management services) on the Platform will be subject to the additional terms and conditions notified to you by Shields in respect of such Transaction or Services (“Additional Terms”). A contract for the fulfilment of each Transaction or supply of the Services will be formed in accordance with such Additional Terms (a “Services Agreement”). If there is any conflict between the Additional Terms and these Terms of Use, then the Additional Terms shall have precedence in respect of the relevant Transaction or Services.  

For the avoidance of doubt, while Shields has engaged the GSMA to deliver promotional and marketing activities in relation to the Services, GSMA is not a party to any Services Agreements, and is therefore not in any way whatsoever involved in or liable for the provision of any Services or fulfilment of any rights and/or obligations under such Services Agreements. Shields is wholly responsible for the provision of the Services in accordance with the terms of the relevant Services Agreement(s) (and/or other additional terms as agreed between Shields and you).

Please reach out to us by emailing [email protected] for more information on each of the Services offered.

Your obligations

In order to use the Platform, you may have to create an account in which we will request various details to provide you such an account and to verify your identity.

You agree to provide such information to us as we may reasonably request for the purpose of providing access to the Platform and any associated Transaction or Services, security access information and configuration services. You shall ensure that any information you provide to us is accurate in all material respects.

You are solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres on which the Platform resides. You shall ensure that your network and systems comply with the compatibility requirements and relevant specifications provided by us from time to time.

You are solely responsible: (a) for all content stored on or retrieved from your device; and (b) for keeping information in the Platform, including any contact information, current, accurate, complete and secure. We shall not be liable for your failure to do so.

You shall prevent any unauthorised access to, or use of, the Platform or Services including by not sharing any passwords, account information or access codes that permit access to and from the Platform and Services with anyone else. You will notify us immediately of any unauthorised access or use of your account. We will not be liable for any losses caused by any unauthorised use of your account.

Acceptable Use

You agree that you will not use the Platform or Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users or access, store, distribute or transmit any content or material during the course of your receipt and use of the Platform or Services that:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence;
• is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or
• is otherwise illegal or causes damage or injury to any person or property.

Confidential Information

All information made available to you on this Platform or as part of a Transaction or the Services (“Information”) is proprietary and confidential unless otherwise stated. You must keep confidential all such Information, and must not disclose the Information unless otherwise expressly permitted by us, either in accordance with the terms of your Services Agreement or these Terms of Use. You must ensure that: (i) the Information is clearly marked “Confidential”; (ii) all employees of your organisation preserve the confidentiality of all Information; and (iii) the Information is kept under secure conditions no less rigorous than those used for your own confidential information.

Use of Information

Information can only be used for your internal information purposes in accordance with these Terms of Use and any Services Agreement. 

Unless otherwise explicitly authorised by your Services Agreement, you must therefore ensure that the Information is used for no purpose whatsoever other than strictly in accordance with the requirements of, and solely for the purposes set out in, the relevant Policy, as may be updated by us from time to time.

Without prejudice to the generality of the foregoing, Information must not be used in a manner which could be considered as being harmful or detrimental to us.

If you intend to use the Information for purposes that are not explicitly allowed in these Terms of Use or your Services Agreement, please contact us at [email protected] to obtain the appropriate licence.

Your data

You shall own all right, title and interest in and to any data you input on the Platform for the purpose of using the Services or facilitating your use of the Platform (including any personal data) (“your Data”). You shall be solely responsible for the legality, reliability, integrity, accuracy and quality of your Data.

You grant to us, on and subject to these Terms of Use, a non-exclusive, non-transferable licence to use your Data for the purpose of providing the Platform and the Services and for any requirements ancillary to the provision of the Platform or Services.

We shall back-up for your Data no less than daily in accordance with prevailing industry standards. In the event of any loss or damage to your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore your Data which has been lost or damaged from the latest back-up of your Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of your Data caused by any third party (except those third parties sub-contracted by us to perform services related to your Data maintenance and back-up).

Unfortunately, no data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of your Data which you transmit to us. Your Data is transmitted at your own risk. Nevertheless, once we receive your Data, we will take reasonable steps to protect it.

Unless otherwise specified in your Services Agreement, personal data will be handled in accordance with our Policy and all applicable data protection laws. For information regarding the processing of personal data, including sharing data with third parties, please see our Privacy Policy.

Changes to these Terms of Use

We may from time to time make changes to these Terms of Use, the Policy, and any popups or warnings. Any changes will be posted on this Platform and/or notified to you by means of a notice and links to the revised terms. We will not be liable to you or to any third party in any way for any modification, suspension of discontinuance of all or some of the functions of the Platform or the Services. At our sole discretion, we may limit the accessibility of the Platform and the availability of the Services, whether in whole or in part, to any person, geographic area or jurisdiction from time to time. Please review these Terms of Use regularly to ensure you are aware of any changes made by us. If you access this Platform, complete a Transaction, use the Services or submit or request documents for Services after we notify you of the changes, you are deemed to agree to such changes. If you do not agree to such changes, you are not authorised to access this Platform, complete a Transaction or use the Services and must notify us that you no longer wish to do so in writing.

You may not amend or modify these Terms of Use.

Licences and Intellectual Property

We grant you a non-exclusive, non-transferable, revocable licence to access, browse and use the Platform on a compatible device in accordance with these Terms of Use

All intellectual property relating to this Platform and the Services, including without limit, the text, graphics, copyright works and trademarks, and all content (including the Information) provided on this Platform or as part of the Services or a Transaction (the “Content”), is owned by us (or by our third-party content suppliers). We are the exclusive owner of all rights in the compilation, design, and layout of this Platform.

You acknowledge that the Platform and the Services may contain software, libraries or codes licensed under any form of open-source licence meeting the Open Source Initiative’s Open Source Definition or under the General Public Licence which is subject to any licences under which it is distributed.

We expressly reserve all rights in and to the trademarks of the services we offer and all other related service marks, trading names or other trademarks relating to our products and services. Other trademarks, products and company names mentioned in the Services may be trademarks of their respective owners or licensors and the rights in such marks are expressly reserved to the respective owners or licensors.

You may not use the logo, name, trade name or other details of us (or our third-party content suppliers) without our prior written consent or as otherwise permitted under these Terms of use or a Services Agreement.

We reserve the right to prohibit links to this Platform, and you agree to remove or cease any link upon our request. You may not frame any part of the Platform, whether by including advertising or other revenue-generating material or otherwise.

You may not, and you agree not to, or to enable others to:

• copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify or create derivative works of all or any part of the Platform or otherwise reduce to human-perceivable form all or any part of any software made available as part of the Platform or the Services;
• access all or any part of the Platform or Services in order to build a product or service which competes with the Platform or Services;
• use the Platform or Services to provide services to third parties; or
• licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Platform or Services available to any third party.

Disclaimer

Content contains data that have been provided to us by numerous third party data sources. It has not been prepared by taking into account the particular objectives, situation or needs of any individuals uses. 

The Platform, the Content, Transactions and Services are, unless otherwise expressly stated in a Services Agreement, provided “as is” and “as available”. To the fullest extent permissible by law, the Platform, Content, Transaction and/or Services are provided without any representation, warranty or undertaking of any kind, whether express or implied, as to their availability, performance, accuracy, timeliness, fitness for a particular purpose and non-infringement.

We do not warrant or represent that the Platform, Content, Transactions or Services will be error free, or operate without failure or interruption, or that any communication between you and us will be private or secure. We will not be responsible for any delays, deliver failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

Content may be updated from time to time but postings will be made at our discretion and we give no commitment to review past postings to determine if they remain accurate.

We will take action, within a reasonable time, to correct any error or inaccuracy which is brought to our attention.

You are solely responsible for your use of the Information obtained from the Platform or the Services and any decision or action you take as a result of such use.

Liability

To the extent permitted by law and except as otherwise explicitly stated in a Services Agreement:

1. all warranties, representations and guarantees (whether express, implied or statutory) are excluded, including without limit, suitability, fitness for purpose, accuracy or completeness of the services or the content on or accessed through this platform (including the information); and
2. we will not be liable for any damage, loss or expenses (including but not limited to loss of profits, anticipated profits, revenue or business opportunities or damage to goodwill or reputation), or indirect losses or consequential damages of any kind, suffered or incurred by you in connection with your access to this Platform, the completion of any Transaction or use of the Services or the content on or accessed through the Platform (including the information).

You agree to indemnify, hold harmless and defend us and our affiliates, officers, and employees from any loss, liability, claim, demand, damage, or expenses (including reasonable attorneys’ fees) asserted by any third party due to or arising from or in connection with your use of this Platform and Information, or from any content or messages posted or transmitted by you on or through this Platform. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

Our maximum aggregate liability under or in connection with these Terms of Use (including, without limitation, in relation to your use of the Platform, the Content, any Transaction or the Services, whether in contract, tort (including negligence) or otherwise, shall, except as otherwise explicitly stated in a Services Agreement, be limited to $100.

Nothing in these Terms of Use shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence of the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

Third Party Websites

The Platform and/or the Services may display, include, enable or assist it to access the website content of, correspond with, and purchase products from third parties via third-party websites (collectively, “Third Party Links”). Third Party Links are not under our control and we are not responsible for any form of transition received from any Third-Party Links.

You agree that your use of Third-Party Links, including without limitation, your use of any content, information, data, advertising, products or other materials on or available through Third Party Links, is at your own risk and is subject to the terms and conditions of use applicable to such Third-Party Links.

We do not guarantee the accuracy of the information and we do not endorse or approve any Third-Party Link not the content or compliance of any of the Third-Party Link made available via the Services.

Any contracts entered into and any transaction completed via any Third Party Links is between you and the relevant third party and not us. We recommend that you refer to the Third-Party Links’ terms and conditions and privacy notice prior to using the Third-Party Link.

Accessing this Platform

We may withdraw, suspend, amend or restrict any part or all of this Platform without notice or liability. Access to this Platform is dependent upon availability of the worldwide web and we accept no responsibility for your inability to access this Platform arising out of circumstances beyond our reasonable control. We may disable your access to this Platform at any time in our absolute discretion including, without limitation, if you have failed to comply with the Terms of Use, our Policies and your Services Agreement or for any our other reasonable requirements including in the event of emergencies or in compliance with any applicable legal requirements. Only you, personally, as the authorised registered user, are authorised to access this Platform.

Jurisdiction and Governing Law

This Platform and content has been prepared in accordance with the requirements of the laws of England and Wales. These Terms of Use and any matters or disputes (including non-contractual disputes or claims) connected with the Platform, Content, Services or a Transaction shall, except as otherwise explicitly stated in a Services Agreement, be governed by English law. You and we both agree that the Courts of England shall have exclusive jurisdiction to resolve any disputes under or in connection with these Terms of Use.

Third party rights

A person who is not a party to these Terms of Use shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any terms of these Terms.

General

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by any act or event beyond our reasonable control.

Each of the provisions of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

If we fail to insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens. You must not transfer your rights and/or obligations under these Terms to another person.

Section titles in these Terms are for convenience only and have no legal or contractual effect.

Contacting Us

If you have any questions or concerns in relation to this Platform or the Services or these Terms of Use, please contact us at [email protected].