Terms of Service

1.      Acceptance of Terms
   

1.1. These terms and conditions of usage (the "Terms of Use") apply to all users (“Users”, “Enquirers” or “Respondents”) using the services of Parnexus Assets Limited (“Parnexus”, “we” or “us”). These Terms of Use constitute an agreement between all Users and Parnexus itself. Parnexus provides you with an online listing and introductory service for the sale and purchase of good(s) (the “Service” or where appropriate “Services”) in exchange for your agreement to comply with these Terms of Use. By visiting or using the Service, you agree to comply with and to be legally bound by these Terms of Use. The Terms of Use also apply to all content (“Content”) included within a search request (“Parnexus Listings” or where appropriate “Parnexus Listing”) for an off market asset (i.e., an asset which is not listed online or otherwise promoted or advertised for sale or for auction anywhere) that is created by Enquirers who are using the Services available on Parnexus.

1.2. If you choose to make or respond to a Parnexus Listing, you will be required to enter into any and all such further agreements as Parnexus requires from time to time, including but not limited to an express acknowledgement that Parnexus is the sole and effective cause of any transaction resulting from any introduction made by Parnexus between Users of the Service and that a Fee shall be payable in respect of any transaction eventuating from an introduction made via the Service.

1.3. When using our Services, you agree to abide by any applicable guidelines for all Services, which may be posted on our website (“Website”) from time to time. If you are dissatisfied with any provision or clause of the Terms of Use, or any guidelines or subsequent changes thereto, or become dissatisfied with Parnexus, in some way, the sole remedy is to cease your use of the Service. Parnexus is entitled, however it is not obliged, to apply the Terms of Use.

1.4. Each User must agree to these Terms of Use and meet all of Parnexus’ membership requirements. By using the Service you are agreeing to these Terms of Use. Parnexus recommends that you print a copy of these Terms of Use for future reference.

2.      Amendment of the Terms of Use and Suspension of our Service
   

2.1. Parnexus reserves the right to, in its sole and absolute discretion, change, modify or otherwise alter these Terms of Use at any time. Such modifications shall become effective immediately upon the publishing online thereof. Parnexus will endeavour, but is not obliged, to provide reasonable notice to Users of any major changes, however, as User you must review these Terms of Use on a regular basis to make sure you are familiar with the current Terms of Use.

2.2. We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

2.3. You are also responsible for ensuring that all persons who access our Website for or on behalf of you are aware of these Terms of Use and other applicable terms and conditions / guidance which from time to time may be posted on our Website, and that they comply with them.

2.4. We may transfer our rights and obligations under these Terms of Use to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

3.      Registration on our Website
   

3.1. To create an account on our Website, the details you provide upon said registration must be true, accurate, complete and current. You are responsible for updating us with any changes to your account details.

3.2. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.

3.3. You are responsible for keeping your login details confidential and you must not disclose them to any other person. You agree that any person who has access to your login details is acting on your behalf when using our Website, and you are responsible for anything that person does on the Website using your account. You agree to take reasonable steps to prevent someone else from accessing your account without your permission, including on any computer or other device that you use to access your account. If you believe someone has, without your permission, accessed an account that you created on this Website, or that your user identification code or password has been compromised, you must contact us immediately.

4.      Money Laundering Regulations
   

4.1. The United Kingdom’s anti-money laundering legislation, and related regulations issued pursuant to the Sanctions and Anti-Money Laundering Act 2018 (“SAMLA”), together, the “UK Money Laundering Regulations”, requires Parnexus to take steps to verify and document from an independent source: (1) the identity and address of all Users (including the beneficial owner or effective controller of a corporate entity or trust); and (2) the source of any monies used in any transaction facilitated via the Service.

4.2. If satisfactory evidence of identity is not obtained, an introduction between Enquirer or Respondent will not be permitted.

4.3. All Users warrant at the date of agreement to these Terms of Use and throughout their ongoing use of the Service, that they are compliant with the UK Money Laundering Regulations to the best of their knowledge and belief and having made reasonable enquiries into the same.

4.4. Parnexus reserves the right to request from an Enquirer, at the point they create a Parnexus Listing, information relating to their residency, identity, and source of funds or, where the Enquirer is a third-party representative, the information listed herein of the individual or entity they are sourcing goods on behalf of. Parnexus may, from to time, request the same information from Respondents.

4.5. Once an introduction between Enquirer and Respondent has been made, but prior to completion of any transaction between the two, both parties shall provide such due diligence documentation as Parnexus, using its sole and absolute discretion, may request in order to verify identification, ownership (where appropriate), address and legitimacy of source of wealth and funds necessary to ensure such transaction is completed in compliance with the UK Money Laundering Regulations.

4.6. Users which are Representatives using the Service agree to provide certified copies of certain documents to the satisfaction of Parnexus belonging to the individual or entity that they are representing in order to verify said individual or entity’s identification, ownership (where appropriate), address and legitimacy of source of wealth and funds.

4.7. Should you fail to provide such documentation upon request, or where identity cannot be verified satisfactorily, we reserve the right to not admit you to use our Service, nor proceed further with any transaction or business introduction and/or relationship which already exists. Parnexus Listings will only be approved once documentation has been received to the satisfaction of Parnexus. We reserve the right to take as much time as is considered reasonable to Parnexus, to receive, review and verify your documentation. We do not guarantee that your documentation will be verified, and we reserve the right to question any documentation that we do not consider satisfactorily verifiable, and to request any further such documentation which may assist in the verification process. We take no responsibility for any delay caused to your use of the Service, including but not limited to a potential introduction, sale or purchase, where money laundering verification is outstanding.

4.8. Verification of identity may be undertaken via third party provider at Parnexus’ sole and absolute discretion.

5.      Sanctions Compliance
   

5.1. Users warrant that at the date of agreement to these Terms of Use and throughout their ongoing use of the Service, they:

(a) are not a designated person under any domestic or international sanctions regulations (“Sanctions Regulations”) and has not been a designated person under Sanctions Regulations at any time;

(b) are not contravening and have not contravened any domestic or international Sanctions Regulations at any time; and

(c) have not in any way been involved in any proceedings relating to Sanctions Regulations (other than for the sole purpose of providing information or evidence in respect of such proceedings) at any time and to the best of their reasonable knowledge and belief, and having made reasonable enquiries, there are no circumstances likely to give rise to any such sanctions proceedings.

5.2. At all times during the use of the Service under these Terms of Use, all parties agree they shall:

(a) not contravene any Sanctions Regulations;

(b) not do, or omit to do, any act that will cause or lead another party to contravene any Sanctions Regulations;

(c) implement adequate policies and procedures to ensure compliance with Sanctions Regulations; and

(d) keep at their normal place of business detailed, accurate and up to date records and books of accounts sufficient to enable verification of its compliance with its obligations under this clause and permit their audit by Parnexus or its representative or delegate on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of Sanctions Regulations.

5.3. Under these Terms of Use, all Users agree that they shall, as soon as reasonably practicable, notify Parnexus in writing if:

(a) at any time during the use of the Service, there is any fact or circumstance that would give rise to a breach of warranties given under this clause;

(b) they become aware of any breach or suspected breach of this clause;

and they shall provide such information about such fact or circumstance or about the breach as Parnexus requires to comply with its obligations to any Sanctions Authority or otherwise reasonable requests.

5.4. If at any time during the use of the Service under these Terms of Use, any User becomes a designated person under Sanctions Regulations, is involved in Sanctions proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) or is subject to Sanctions proceedings, or contravenes Sanctions Regulations, Parnexus may in its absolute discretion and without affecting any other right or remedy available to it, terminate these Terms of Use with immediate effect by written notice to said User.

5.5. Without affecting any other right or remedy available to any party under these Terms of Use, any breach of this Clause 5 by a User subject to these Terms of Use, shall constitute a material breach of these Terms of Use.

6.      Content on our Website
   

6.1. We are the owner or the licensee of all intellectual property rights within our Service. All such rights, titles and interests in and to the Content are the property of or are used with permission by Parnexus and are protected by copyright laws and treaties around the world. All such rights are reserved.

6.2. You understand that all Content posted on, transmitted through, or otherwise made available through the Service, are the sole responsibility of the person from whom such Content originated.

6.3. We will permit you to post such Content on our Website in accordance with our procedures provided that the content is not illegal, obscene, abusive, threatening, defamatory, incorrect, misleading or otherwise objectionable to us.

6.4. By submitting Content or Parnexus Listings on this Website, or otherwise providing Content to us, you grant us a worldwide, fully paid, non-exclusive, royalty-free license (with the right to sublicense) to host, store, transfer, display, adapt, perform, reproduce, modify, translate, and distribute your User Content (in whole or in part) in any media formats and through any media channels (now known or hereafter developed).

6.5. You waive any moral rights you may have in the Content. You may revoke this licence at any time by contacting us. You confirm that you have all rights necessary to grant us the rights set out herein. Parnexus will not pay you any fees for the Content and shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content or Parnexus Listing that is available via the Service, for violating the Terms of Use or the Privacy Policy or for any other reason.

7.      Our Services, Websites and Third-Party Content
   

7.1. By using the Service, Users may be introduced to one another by Parnexus. Your subsequent interactions, commercial relations or other dealings following an introduction, in respect of a Parnexus Listing, to another User via the Service, which may include payment and delivery of goods, and any other terms, conditions, warranties or representations associated with such interactions, commercial relations, or dealings, are solely between you and such natural or legal persons in respect of that Parnexus Listing. You must ensure that reasonable enquiries and investigations are undertaken before proceeding with any online or offline transaction. We recommend you to be cautious when interacting with other Users or other legal or natural persons to whom you are introduced by or on behalf of other Users.

7.2. You agree that Parnexus shall not be responsible or liable for any losses or damages of any kind whatsoever incurred as the result of any such interactions, commercial relations or dealings. If there is a dispute between Users on our Website or between Users and any third party, you understand and agree that Parnexus is under no obligation to be involved. In the event that you have a dispute with one or more other Users of the Website, you hereby explicitly and irrevocably release Parnexus from any and all claims and damages arising out of or in any way connected with such disputes and/or the Service.

7.3. Our Website and any Content available through our Service may contain features and functionalities that may link you or provide you with access to third-party content (e.g., other websites) which is completely independent of Parnexus. This information and these materials have not been verified or approved by us. The views expressed by other Users on our Website do not represent our views or values.

7.4. Please be aware that such third-party content might have privacy statements and/or terms of use that differ from those of Parnexus. You agree that you must evaluate, and bear all risks associated with the use of any Content, that you may not rely on said Content, and that under no circumstances will Parnexus be liable in any way for any Content or for any losses or damages of any kind incurred as a result of the use of any Content posted or otherwise made available through the Service.

8.      Introductions
   

8.1. Parnexus is a platform providing a Service which introduces individuals or entities (or any representative acting directly for and on behalf of them (a “Representative”)) looking for specified goods (an “Enquirer”) with individuals or entities (or any representative acting directly for them (a “Representative”)) in possession of such goods, which they may be willing to sell (a “Respondent”). (Enquirers (and their Representatives) and Respondents (and their Representatives) each a “User” and together “Users”.)

8.2. For the purpose of these Terms of Use, an “introduction” shall be defined as the provision by Parnexus of the contact details, or means of communication via the Service or otherwise, of an Enquirer to a Respondent (and vice versa) irrespective of whether the Enquirer and Respondent were previously acquainted.

8.3. An introduction via the Service will usually take place when a Respondent clicks “Enquire” on any Parnexus Listing, although the same may take place via other means of communication including email, telephone, or in person meeting (in each case, as permitted and arranged, by Parnexus). Prior to the point at which an introduction is made, both the Enquirer and Respondent shall appear on the Service as anonymous. For the avoidance of doubt, in all instances where Parnexus connects any two Users as set out herein, an introduction will have been made irrespective of whether it transpires that said Enquirer and Respondent were previously acquainted.

8.4. For the purposes of these Terms of Use, a “transaction” shall be defined as the sale or purchase of any good completed following an introduction.

8.5. All Users agree that Parnexus shall be the effective cause of any transaction which takes place following an introduction as defined herein.

9.      Use of the Service
   

9.1. The Service allows Users to obtain and share comprehensive information about goods available for purchase by other Users from time to time and as listed on this Website. The Service facilitates an introduction between Enquirer and Respondent. The information available to Users using the Service is not provided by Parnexus on behalf of any specific Respondent and all Users agree that Parnexus’ role in any engagement between Users and subsequent transactions is that of “introducer” making introductions.

9.2. Users agree that any person to whom they have given access to their login details may enter into a transaction via our Website on their behalf. Users agree that once they have engaged in conversation with another party regarding a particular good or transaction, they bear all responsibility for on-going provision of data and good information to the counterparty, and they understand that Parnexus accepts no liability to either party in relation to the accuracy or completeness of information provided between two counterparties. Enquirers agree that they are responsible for making all payments due to any Respondent on the terms agreed with such Respondent for any transaction the parties have agreed to enter following an introduction effected by Parnexus. Parnexus shall have no responsibility for payments to any party.

9.3. Users agree to obtain where necessary professional or specialist advice before taking, or refraining from, any action on the basis of the Content or any Parnexus Listings on this Website.

9.4. Parnexus shall have no responsibility for any terms agreed between an Enquirer and Respondent for any transaction entered between them.

9.5. Parnexus shall have no responsibility for the fitness for purpose, quality, condition (whether such good corresponds to its description or otherwise) or state of the good which is the subject of the transaction (whether that good is delivered or not).

9.6. This Service is not intended as a general source of information relating to any Content or information within Parnexus Listings or relating to the goods being sourced or offered. Our Service is not intended to amount to advice on which Enquirers or Respondents should rely including, but not limited to, anything relating to investment, financial or other advice, or recommendations in respect of any service on which one should rely, nor is our Service recommending or endorsing any specific Respondent or service.

10.   Fees      
    

10.1. We do not charge you any fees for creating or maintaining a membership with our Service. We receive commission upon completion of a transaction, payable by the Enquirer.

10.2. Pursuant to Clause 2.1, Parnexus reserves the right, in its sole and absolute discretion, and at any time, to change its membership requirements so as to introduce a membership fee. Such a change shall become effective immediately upon the publishing online thereof. Parnexus will endeavour, but is not obliged, to provide reasonable notice to Users of any major changes such as the introduction of a membership fee, however, as a User you must review these Terms of Use on a regular basis to make sure you are familiar with the current Terms of Use including any and all new provisions relating to a membership fee.

10.3. A fee shall be payable by the date referenced in Clause 10.8 in an Approved Currency to Parnexus by the Enquirer upon completion of any transaction which takes place following an introduction as follows: (i) if you are not a Representative, 1% of the full transaction value; or (ii) if you are a Representative, 20% of the fee or commission earned by you in connection with the transaction (“Fee”).

10.4. If the purchase price is paid in a currency or cryptocurrency other than in an Approved Currency then the Fee payable shall be a sum which is equal to the relevant Fee due under Clause 10.3 (i.e. 1% of the transaction value if you are not a Representative or 20% of the fee or commission earned if you are a Representative) in an Approved Currency at the rate of exchange as at the date and time on which the relevant payment is made quoted by Parnexus’ preferred foreign exchange broker or, at Parnexus’ sole and absolute discretion, or other person,). (An “Approved Currency” shall mean British pounds sterling, United States dollars, Euros, or another currency (including cryptocurrency) approved by Parnexus in writing.)

10.5. If the purchase price is paid other than in a currency or cryptocurrency (i.e. it is a non-cash transaction), then the Fee payable shall be a sum which is equal to the relevant Fee due under Clause 10.3 (i.e. 1% of the transaction value if you are not a Representative or 20% of the fee or commission earned if you are a Representative) in an Approved Currency, and (notwithstanding Clause 10.3) half of which shall be paid by the Enquirer and half of which shall be paid by the Respondent.

10.6. If the purchase price is paid in instalments:

(a) The Fee shall be paid to Parnexus by reference to the date on which the first instalment is paid or by reference to the date on which title to the good is transferred from the seller to the buyer (whichever is the earlier) and “completion” for the purposes of Clause 10.3 shall be deemed to have occurred on that date.

(b) If the Respondent is a Representative, notwithstanding the other provisions of this Clause 10, the Fee shall be pro-rated by reference to the sum of that instalment and, for the purpose of Clause 10.8, paid by reference to when that instalment is paid.

(c) If the Respondent is not a Representative, the Fee shall be paid by reference the full transaction value and, for the purpose of Clause 10.8, paid by reference to the date on which the first instalment is paid.

10.7. A Fee is payable regardless of: (i) previous business dealings or existing awareness of or introduction to the counterparty; (ii) the final sales price (provided always that where a transaction takes place at an under value or on non-arm’s length terms, the Fee shall be calculated against the fair market value of such goods); (iii) the amount of time taken to reach agreement of price/ terms of sale following the introduction; (iv) whether a discount or surplus has been subsequently applied on an agreed sales price; (v) the location of the completion of the transaction; (vi) any dispute which may subsequently arise between the Enquirer and Respondent (vii) any rejection of the good upon its delivery to the Enquirer (viii) and/or any refund made by the Respondent.

10.8. The Fee is to be paid not later than 5 business days after the end of the month in which the purchase price paid (whether in whole or in instalments in accordance with Clause 10.6) under the terms of the transaction was received by or on behalf of the Respondent.

10.9. If the Fee is not paid by the end of the fifth business day after the end of the month in which the funds payable in connection with the relevant transaction were received by or on behalf of the Respondent, the Fee is considered “overdue” and such User shall be considered a “User in Default”.

10.10. If a Fee is overdue, Parnexus may, but is not obliged to, issue periodic payment requests and reserves the right to demand payment in whatever manner and however often it considers reasonable.

10.11. If Parnexus does not receive payment in full satisfaction of the Fee owing within 21 calendar days of Fee becoming overdue, the User in Default’s membership may be revoked, and they will be liable to pay Parnexus liquidated damages pursuant to Clause 10.13.

10.12. Parnexus reserves the right to revoke the membership of any User in Default.

10.13. Liquidated damages (calculated in accordance with Clause 10.14) shall be payable by any User in Default to Parnexus in respect of any Fees which remain unpaid for more than 21 days from the due date.

10.14. Liquidated damages shall be calculated as follows:

(a) If you are an individual or entity sourcing goods on your own behalf, 2% of the final transaction price; or

(b) If you are a broker, agent or equivalent professional sourcing goods on behalf of a client, 150% of the Fee (as defined in Clause 10.3(ii)) owed to Parnexus.

10.15. The parties confirm that the liquidated damages referenced in Clause 10.14 are reasonable and proportionate to Parnexus’ losses suffered as a result of the non-payment of its Fees, and that they are reasonable and proportionate to ensuring the protection of Parnexus’ legitimate business interests in supplying the Service. Parnexus has calculated the percentages referenced in Clause 10.14 by taking into account various commercial considerations including, but not limited to, the following factors:

(a) The need to generate income in order to provide the Service and the consequences of the loss of a Fee in strict monetary terms;

(b) The administrative burden of requesting and chasing payment and the resources, specifically time and money, required to do so;

(c) That Parnexus is responsible for managing the Service efficiently and that any abuse of the Fee system as well as any administrative burden may cause detriment to the efficient management of the Service, and therefore the Users’ experiences;

(d) The loss of business opportunity stemming from the related transaction, and in relation to those Users returning to the Service for future transactions; and

(e) The loss of goodwill.

10.16. Any User shall pay these liquidated damages, in the amount calculated under Clause 10.14, immediately on demand by Parnexus.

10.17. Pursuant to Clause 10.9, Parnexus reserves the right to declare the number of revoked memberships following non-compliance with these Terms. If Parnexus chooses to do, Parnexus may publish this information within a quarterly list posted on the Website or, in its sole discretion, from time to time and in whatever manner it considers reasonable.

11.   Terms of Use
    

11.1. All Enquirers accept and agree to the following terms.

(a) You must be the buyer or its Representative. If you are its Representative you must be in direct contact with the ultimate buyer (with no intermediary between you and the ultimate buyer).

(b) If you are not the buyer, you must declare your precise relationship to the buyer that will correspond exactly once parties within a transaction are introduced. This will be re-confirmed before an introduction is made.

(c) Your Parnexus Listing must be renewed after each week in order to maintain its validity.

(d) You must declare what you are sourcing.

(e) It is your responsibility to ensure that there are no duplicate Parnexus Listings for an item you are already sourcing. At its sole discretion, Parnexus may investigate double Parnexus Listings and where those Parnexus Listings are shown to be made for the benefit of the same end-buyer, regardless of the identities of the Enquirers themselves or the end-buyer’s third-party representatives, Parnexus will remove them.

(f) If, at any time, it becomes known that information has been submitted incorrectly or there have been efforts to mislead those included in a transaction, you will be removed from the Website immediately and without notice.

(g) New Parnexus Listings will be live within 24 hours, or sooner by special request.

(h) A Fee is due even if parties have previously met, or are otherwise previously acquainted.

(i) You may not advertise, market, list, post, or otherwise publicise (including on any other website, newspaper, journal, market or other fora) for purchase any good which is subject to a Parnexus Listing other than by use of the Services.

11.2. It is not possible to list items for sale on Parnexus. All Respondents using the Service for the purpose of selling a good must accept and agree to the following terms.

(a) All Respondents may only sell a good in response to a Parnexus Listing by clicking ‘Enquire’.

(b) Respondents must be the seller or its Representative. If you are its Representative you must be in direct contact with the seller.

(c) If you are not the seller, you must declare your precise relationship with the seller that will correspond exactly once parties within a transaction are introduced.

(d) Only Respondents can respond to sourcing requests by clicking ‘Enquire’ on the Parnexus Listings.

(e) For Respondents, details of goods are not required to be submitted to the Website.

(f) Enquiries must be made in direct response to a Parnexus Listing and all introductions are made strictly within our proprietary online communication channels or as otherwise mentioned in Clause 8.3.

12.   Disclaimer
    

12.1. You agree that it is the obligation of the Users, whether that be the buying and/or selling parties, to ensure that any good in question is authentic and that the valuation or price is fair. You should always use all reasonable endeavours to establish the authenticity and fair value of a good before proceeding with any online or offline transaction.

12.2. Parnexus excludes all liability (to the extent permissible by law) for inauthenticity or inaccurate valuation of a good.

12.3. We will use reasonable endeavours to monitor all of the Content and Parnexus Listings that are uploaded to or posted on the Service, but we are under no obligation to you or the other Users to monitor, edit, or control the Content and Parnexus Listings that you and other Users upload or post to the Service. This means that we are not responsible for any Content or Parnexus Listings on the Service and you agree not to make any claims against us on account of User Content or Parnexus Listings.

12.4. The foregoing notwithstanding, we may at any time remove, edit, screen, or block any User Content or Parnexus Listing from the Service (and we reserve the right to do this without notifying you first) for any reason, including if we think the User Content or Parnexus Listing violates these Terms of Use or is otherwise objectionable.

12.5. When you use the Service, you will be exposed to the User Content and Parnexus Listings of other Users, some of which may be offensive, inaccurate, or indecent. We may, but are not obliged to, investigate claims alleging that User Content or Parnexus Listings violate these Terms of Use and, in those cases, we will decide in our sole and absolute discretion what action (if any) to take regarding the User Content or Parnexus Listing in question.

13.   Suspected Infringement
    

13.1. If for any reason you believe or consider that a Parnexus Listing of an item was or has been copied in a manner that you would consider to be copyright infringement or that your intellectual property rights have been otherwise violated, please contact us.

13.2. In this instance, please provide us with sufficient detail in order for us to be able to identify the material that you claim is infringing and a description of the infringement. Please also provide your contact information so that we can liaise directly with you.

14.   Confidentiality
    

14.1. For the purposes of these Terms of Use, confidential information means all confidential or proprietary information (however recorded or preserved) relating to the Services, or any introduction that is disclosed or made available whether before or after the date of these Terms of Use (in any form or medium), directly or indirectly, by Parnexus to any User (“Confidential Information”).

14.2. Each User undertakes that it shall keep the Confidential Information secret and not use or exploit the Confidential Information in any way, except for or in connection with the transaction to which that Confidential Information relates; and only make disclosure of the Confidential Information in accordance with Clause 14.3 and Clause 14.4 below. Any other disclosure can only be made with Parnexus’ prior written consent.

14.3. A User may only disclose the Confidential Information to any of its officer’s employees, or legal advisers that need to know the relevant Confidential Information for the transaction to which the Confidential Information relates, provided that the User procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in these Terms of Use as if they were the User.

14.4. A User may disclose the Confidential Information to the minimum extent required by:

(a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction; or

(b) the laws or regulations of any country to which the User's affairs are subject.

14.5. If requested by Parnexus at any time, the User shall immediately destroy or return to Parnexus all documents and other records of the Confidential Information or any of it in any form that have been supplied to or generated by the User. If the Confidential Information is stored in electronic form, the User shall permanently erase all such Confidential Information from its computer and communications systems and devices used by it.

14.6. Each User hereby agrees that the identity of each counterparty to which it has been introduced and all other information concerning that introduction (or any related transaction) (including without limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder are the property of Parnexus and shall be treated as Confidential Information by each User. No User shall use such information except in the context of the transaction made in respect of an introduction or otherwise with the express written approval of Parnexus.

14.7. Notwithstanding termination of the Services under these Terms of Use the obligations of the User shall continue for a period of 2 years from the termination of the Services.

14.8. The User acknowledges and agrees that:

(a) the Confidential Information may not be accurate or complete and Parnexus makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness; and

(b) damages alone would not be an adequate remedy for any breach of the terms of these Terms of Use by the User. Accordingly, Parnexus shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms of Use.

15.   Non-Circumvention
    

15.1. Each User agrees that it shall not enter into, engage or otherwise enter into any interactions, commercial relations or dealings regarding any introduction or transaction with any person other than the counterparty User which it has been introduced to via the Service, except in accordance with these Terms of Use.

15.2. Each User agrees not to utilise any Confidential Information in order to facilitate or create business relationships, sell, purchase or otherwise deal in any good except in accordance with these Terms of Use.

16.   Abusing Parnexus
    

16.1. There are certain limitations regarding what you may post on the Website. Hence, you agree not to post, email, upload, transmit or otherwise in any way handle or make available Content:

(a) that is unlawful, harmful, threatening, abusive, harassing, invasive of another's privacy, or is harmful to minors in any way;

(b) that harasses, degrades, intimidates or is hateful towards an individual or group on the basis of political orientation, religion, gender, sexual orientation, race, ethnicity, age, or disability;

(c) that impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity;

(d) that includes personal or identifying information about another person without that person's explicit consent;

(e) that is false, deceptive, misleading, deceitful or misinformative;

(f) that infringes any intellectual property rights of any party, or Content that you do not have a right to make available under any legal or contractual relationship;

(g) that constitutes "affiliate marketing," "junk mail," "spam," "phishing attempts", "chain letters," "pyramid schemes," or unsolicited commercial advertisement;

(h) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by applicable law;

(i) that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(j) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Service, or that otherwise negatively affects other Users' ability to use the Service;

(k) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service; or

(l) that violates any agreements such as confidentiality agreements.

16.2. Additionally, you agree not to:

(a) engage in any conduct that limits any other person from using or enjoying the Service;

(b) contact anyone who has asked not to be contacted, or make unsolicited contact with anyone for any commercial purpose or otherwise stalk or harass anyone;

(c) collect personal data about other Users for commercial or unlawful purposes;

(d) alter, delete, interfere or otherwise damage any portion of Parnexus;

(e) use automated devices or analytical techniques for text or data mining or web scraping to download data from the Service, unless expressly permitted by Parnexus;

(f) use "posting agents" i.e., third-party agents, services, or intermediaries that offer to post Content on behalf of others, unless expressly approved by Parnexus; or

(g) attempt to gain unauthorised access to Parnexus' computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the Parnexus Website.

16.3. In general you agree to refrain from any actions that (a) may interfere with, damage or exploit Parnexus' business; (b) may overburden or impose a disproportionately large load on Parnexus' infrastructure; (c) is used in connection with or for the benefit of any commercial enterprise or competing business; (d) constitute an unauthorised use or practice in violation of these Terms of Use or the Privacy Policy; (e) removes, alters or obscures any copyright or trademark notice, name, mark, logo, URL, Content, or Items, including without limitation company names, contact information, marks, logos or URLs, or frame any Content and (f) does violate applicable laws or regulations.

16.4. If you become aware of any material that could comprise or be connected to child sexual abuse or exploitation or that could comprise terrorist content or be connected to terrorism, please contact us immediately. If you wish to complain about any other content that abuses the limitations listed above, or for any other reason whatsoever, please contact us directly.

17.   Your access
    

17.1. Parnexus grants you a limited, revocable, non-exclusive license to access the Service for your own personal use. This license does not include any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data gathering and extraction tools for any purpose unless expressly permitted by Parnexus.

17.2. Parnexus reserves the right to remove your access of the Service for any breach of these Terms of Use.

18.   Privacy Policy
    

18.1. Parnexus has established a privacy policy to explain to Users how their information is collected and used (“Privacy Policy”), which you also agree that you are familiar with and that constitutes part of your agreement to these Terms of Use while using the Service. You further acknowledge and agree that Parnexus may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other User information, if required to do so by law or other administrative order or otherwise in order to enforce the Terms of Use; respond to claims where any Content or Parnexus Listings violate the rights of third-parties; respond to claims that contact information of a third party has been posted without consent; protect the rights, property, or safety of Parnexus, its Users or others.

19.   Limitations of Use of the Service
    

19.1. You acknowledge that Parnexus may establish limits concerning use of the Service, such as, including but not limited to, limiting the number of days that Content or Parnexus Listings will be retained by the Service, limit the number and size of Parnexus Listings, limit the number and size of various contact methods or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that Parnexus has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that Parnexus reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that Parnexus shall not be liable to you or anyone else for any modification, suspension or discontinuance of the Service.

20.   Termination
    

20.1. You agree that Parnexus, in its sole discretion and without affecting any other right or remedy available to it, has the right to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service or part thereof, immediately and without notice, and remove and discard any Content within the Service, for whatever reason, including but not limited to, any breach of any provision of Clause 5, or if Parnexus otherwise believes that the Terms of Use or the Privacy Policy have been breached in any way.

20.2. Should you wish to close or suspend your access to Parnexus, you can do so by contacting us directly and we will close your account.

21.   Proprietary Rights of the Service and the Content
    

21.1. Content displayed on or through the Service is protected by copyright, trademark right and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Website or the Content is prohibited without the express written consent of Parnexus. You may not take any means in any way in order to attempt to discover any source code contained in the Service.

21.2. Although Parnexus does not claim ownership of Content that its Users post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant to Parnexus an irrevocable, worldwide, fully paid, royalty-free, non-exclusive license (with the right to sublicense) to host, store, transfer, display, adapt, perform, reproduce, modify, translate, and distribute your User Content (in whole or in part) in any media formats and through any media channels (now known or hereafter developed) and to prepare derivative works of, or incorporate into other works said Content, and to grant and authorise sublicenses of the foregoing. Furthermore, by posting Content to any public area of the Service, you automatically grant Parnexus all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any third party for any purpose.

21.3. Neither you nor anyone appointed by you may in any way amend the Parnexus Website nor may you republish, copy, transfer, transmit or distribute it for commercial use, for the creation of derivative works, or for public display in any form or by any means, except as permitted in these Terms of Use. Nothing contained in the Terms of Use or on the Parnexus Website shall confer any license or right, under any of Parnexus' intellectual property rights, or under any third-party's intellectual property rights.

21.4. Neither may you or anyone appointed by you use, modify, adapt, reverse engineer or otherwise exploit any of the Content, including without limitation items, in whole or in part, except as expressly permitted by these Terms of Use.

21.5. Parnexus may (but is not obligated to) enforce any and all of its intellectual property rights and other legal rights to the fullest extent possible by law, and may seek damages, injunctive reliefs, legal fees and criminal prosecution where appropriate. Any rights not expressly granted herein are reserved by Parnexus.

22.   Disclaimer of Warranties
    

22.1. You agree that use of the Parnexus Website and the Service is entirely at your own risk. The Parnexus Website and the Service are provided on an "as is" basis, without any warranties of any kind. All express and implied warranties are expressly disclaimed.

22.2. Parnexus disclaims any warranties for inter alia the functioning, security, reliability, timeliness, accuracy, and performance of the Website. Parnexus disclaims any warranties for other services or goods received through or advertised on the Parnexus Website or any websites or services accessed through any links on the Parnexus Website. Parnexus disclaims any warranties for viruses or other harmful components in connection with the Website or the Service.

23.   Limitations of Liability
    

23.1. References to liability in this Clause 23 include every kind of liability arising under or in connection with these Terms of Use including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

23.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

23.3. Nothing in this Clause 23 shall limit a User’s obligation to pay any Fee payable pursuant to these Terms of Use.

23.4. Nothing in these Terms of Use limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence; and

(b) fraud or fraudulent misrepresentation.

23.5. Parnexus shall not be liable for any damages of any kind (save where such limitation of liability is unlawful), resulting from any aspect of your use of the Parnexus Website or the Service. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Parnexus Website or the Service or any links on the Parnexus Website.

23.6. Specifically, we exclude all implied conditions, warranties, representations or other terms that may apply to our Service or any Content. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, our Service or use of or reliance on any Content displayed through our Service.

23.7. In particular, we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

24.   Indemnity
    

24.1. All Users agree to indemnify Parnexus in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Parnexus and hold Parnexus (and if applicable any associated natural or legal persons) harmless, from any claim or demand, including reasonable legal fees and all associated costs made by any third party due to or arising out of Parnexus Listings you create, Content you submit, post or make available through the Service, your use of the Service, your violation of the Terms of Use, your breach of any of the representations and warranties herein or other applicable terms.

24.2. You agree that this also includes but is not limited to indemnifying Parnexus in full against all other liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Parnexus arising out of or in connection with:

(a) Any breach of the warranties contained herein;

(b) A User’s breach or negligent performance or non-performance of these Terms of Use;

(c) The enforcement of these Terms of Use;

(d) Any claim made against Parnexus for actual or alleged infringement of a third-party’s intellectual property rights arising out of or in connection with any User or third-party’s use of the Website;

(e) Any claim made against Parnexus by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Terms of Use by any User, its employees, agents or subcontractors or other third-parties; or

(f) Any claim made against Parnexus by a third party for death, personal injury or damage to property arising out of or in connection with defective goods, to the extent that the defect in the goods is attributable to the acts or omission of a User, its employees, agents, subcontractors or other third-parties.

24.3. This indemnity shall not cover Parnexus to the extent that a claim under it results from Parnexus’ negligence or wilful misconduct.

24.4. Nothing in this clause shall restrict or limit Parnexus’ general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

25.   Governing Law and Jurisdiction
    

25.1. The Terms of Use, the Privacy Policy and the relationship between you and Parnexus shall be governed by and construed in accordance with the law of England and Wales.

25.2. All Users irrevocably agree, for the sole benefit of Parnexus that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Service or the Terms of Use or its subject matter or formation. Nothing in this clause shall limit the right of Parnexus to take proceedings against any User in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.