WEBSITE AND BIDDING PLATFORM – TERMS OF USE

Please read the terms and conditions of use and the Agora IP Limited privacy notice carefully. They contain important information about your rights and obligations.

INTRODUCTION

These terms and conditions of use (Terms) apply to the use of the Agora IP website and bidding portal including its sites, applications, tools and services (Services) and sets out the terms on which Agora IP Limited offers you access to and use of its Services. By using the Website and/or the Agora IP bidding Portal you (User or you) agree to these Terms.

In particular, we draw your attention to the clause – DISCLAIMER AND LIMITATION OF LIABILITY

These Terms of use together with any terms and conditions included by Agora IP Limited in seller information sheets listed in the Agora IP Bidding Portal and supersede all prior understandings and agreements of the parties form the entire agreement between you and Agora IP Limited (us) (Agreement). You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation made by us or any other person and you waive any rights to damages/ rescission you may have for misrepresentation (other than a fraudulent misrepresentation) that is not contained in this Agreement.

Your continued access to and use of the Website and notwithstanding the requirement to expressly accept these Terms as a condition of Registration on the Agora IP Bidding portal constitutes your deemed acceptance of these Terms.

We reserve the right to change the Terms at any time. You should review these Terms on a regular basis to ensure that you are aware of any changes made as you will be legally bound by any amended terms if you continue to use the Website and/or the Agora IP Bidding portal after the changes.

AGORA IP LIMITED BIDDING PORTAL

The Agora IP Limited bidding portal is a marketplace that allows users to offer, sell and buy goods and services in various geographic locations using a variety of pricing formats. Agora IP Limited is not a party to contracts for sale between third-party sellers and buyers, nor is Agora IP Limited a traditional auctioneer.

Any guidance or information provided as part of our Services is solely informational and you may decide to follow it or not. We may help facilitate the resolution of disputes between buyers and sellers through various programs. Unless otherwise expressly provided, Agora IP Limited has no control over and does not guarantee: the existence, quality, safety or legality of advertised IP or other assets, the truth or accuracy of users’ content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.

YOUR OBLIGATIONS

You warrant and undertake that you will not:

breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
fail to pay for items purchased by you, unless you have a valid reason in law;
fail to deliver items sold by you, unless you have a valid reason as set out in law;
manipulate the price of any item or interfere with any other user’s listings;
transfer your Agora IP Limited registration or account to another party without our consent;
share your log in credentials with any third parties. If you require that authorised third parties (employees, agents, etc.) have access to your account please contact us for assistance;
create listings, post, or upload content in inappropriate categories or areas on our sites;
post false, inaccurate, misleading, deceptive, defamatory or libelous content;
distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;
distribute viruses or any other technologies that may harm Agora IP Limited or the interests or property of users;
use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Agora IP Limited;
circumvent any technical measures used to provide our Services.
interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
export or re-export any Agora IP Limited application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (the Intellectual Property Rights) that belong to or are licensed to Agora IP Limited;
infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
commercialise any Agora IP Limited application or any information, data or software associated with such application, except with the prior express permission of Agora IP Limited; or
harvest or otherwise collect or use information about users without their consent.

PURCHASE CONDITIONS

When buying an item using our Services, you agree to adhere to our instructions and that:

You are responsible for reading the full item listing before making a bid or offer, buying, or committing to buy,
You enter into a legally binding contract to purchase an item when you buy, commit to buy an item, your offer for an item is accepted, or if your bid is otherwise accepted,
a bid or offer initiates a non-binding transaction representing a buyer’s serious expression of interest in buying the seller’s assets and does not create a formal contract between the buyer and the seller,
We do not transfer legal ownership of patents or other IP from the seller to you,

LINKING

You may link your website to the home page of the Agora IP Limited Website at http://www.agoraip.co.uk, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Agora IP Limited reserves the right on demand, as it in its discretion thinks fit, to direct you to remove any links to the Website from your website and you shall promptly comply with any such direction or any other lawful direction that we may give to you in relation to the placing of any such link on your website.

Our Website (or any part of its content) must not be framed on any other site, nor may you create a link to any part of the Website other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply with the privacy and data protection standards set out within these Terms.

CONTENT

When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content for such use against Agora IP Limited, our assignees, our sublicensees, and their assignees in connection with our and their use of that content in connection with our provision, expansion, and promotion of our Services.

You represent and warrant that for all such content you provide:

you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms;
that such content is accurate;
that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any Intellectual Property Rights of any third party.

Agora IP Limited takes no responsibility and assumes no liability for any content provided by you or any third party.

We offer product data (including images, descriptions and specifications) that are provided by third parties. You may use that content solely for your IP on the Agora IP Bidding Portal. We may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not modify, publish, transmit or create any derivative works based on that data (other than by including the data in your listings).

We try to offer reliable product data but cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that Agora IP Limited is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.

The name Agora IP and other marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Agora IP Limited in the U.K. and other countries and its third party service providers. They may not be used without the express written prior permission of Agora IP or such third parties.

You may download information from the Website and as a Registered user from the Agora IP Bidding Portal for your own use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.

DISCLAIMER AND LIMITATION OF LIABILITY

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in our applications may not occur in real time. Such functionality is subject to delays beyond our control.

We do our best to ensure that all information on the Website and on the Agora IP Bidding Portal is accurate. If you find any inaccurate information on the Website or the Agora IP Bidding Portal please let us know by sending an email to hello@agoraip.co.uk and we will correct it where required.

Agora IP Limited gives no warranty or assurance about the content of the Website or the Agora IP Bidding Portal. As the Website and Agora IP Bidding Portal are under constant development their contents may be incorrect or out-of-date and are subject to change without notice. While we make every effort to ensure that the content of the Website and Agora IP Bidding Portal is accurate, Agora IP Limited cannot accept liability for the inaccuracy of any content at any given point in time.

Agora IP Limited makes every effort to ensure that its computer infrastructure is error and virus free but does not warrant that any material available for downloading from the Website or Agora IP Bidding Portal will be free from infection, viruses and/ or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

The Website and Agora IP Bidding Portal provides hypertext links to other sites operated by other people. Using such a link means you are leaving the Website or Agora IP Bidding Portal. Agora IP Limited takes no responsibility for, and gives no warranties, endorsements, guarantees or representations in respect of, linked sites. Agora IP Limited is not responsible for the privacy practices, nor do we accept any liability in connection with the content of, such websites, including those of our group entities, which will in some cases have their own privacy policies tailored for the particular business practices and educational sectors in which they operate. Any concerns regarding any external link should be directed to its website administrator.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, and conditions including, but not limited to, merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, in no event will Agora IP Limited be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) howsoever caused or arising, and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Agora IP Limited was advised of such damages or losses.

Without limiting the generality of the foregoing, we are not liable, and you agree not to hold us responsible, for any special, indirect, or consequential damages resulting directly or indirectly from:

the content you provide (directly or indirectly) using our Services;
your use of or your inability to use our Services;
pricing or other guidance provided by Agora IP Limited;
delays or disruptions in our Services;
viruses or other malicious software obtained by accessing or linking to our Services;
glitches, bugs, errors, or inaccuracies of any kind in our Services;
damage to your hardware device from the use of any Agora IP Limited Service;
the content, actions, or inactions of third parties, including items listed using our Services;
a suspension or other action taken with respect to your account;
the duration or manner in which your listings appear in search results; or
your loss of or inability to do business, as a result of changes to these Terms or our policies.

Regardless of the previous paragraphs, if we are found to be liable, our total aggregate liability to you or to any third party for any and all claims, actions, disputes howsoever arising or caused, is limited to £50 GBP.

Notwithstanding the above, nothing in these Terms operates to limit or exclude the liability of Agora IP Limited for death or personal injury due to its negligence, for fraud or fraudulent misrepresentation or other loss or damage that may not be limited or excluded by applicable law.

YOUR INDEMNITY TO US

You will indemnify and hold us ( as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms, your improper use of our Services or your breach of any law or the rights of a third party.

GENERAL

If we believe you are abusing Agora IP Limited and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion

Except as otherwise provided in these Terms, if any provision is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against any breaches of these Terms.

We may amend these Terms at any time at our sole discretion. Your continued access or use of our Website and Agora IP Bidding Portal and other Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of Terms through an electronic click-through.

Without limiting Agora IP Limited’s ability to refuse, modify, or terminate all or part of our Services, it may also terminate its contract with you at any time for any reason, at its sole discretion, without notice.

If you create or use an account on behalf of a business entity, you represent that you are authorised to act on behalf of such business and bind the business to these Terms. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

The following Sections survive any termination of these Terms: Content, Disclaimer and Limitation of Liability; Your Indemnity, General, Compliance with Laws, and Law and Jurisdiction.

Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

COMPLIANCE WITH LAWS

In using or accessing our Services you agree to comply with these Terms and all applicable and relevant laws, rules and regulations.

LAW AND JURISDICTION

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with any contract subject to these Terms or its subject matter or formation.

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PRIVACY AND DATA PROTECTION

PRIVACY NOTICE

Your right to privacy is important to us. Below we explain how we collect and use personal data, how we protect this information and what your rights are relating to the information that we hold.

Data protection – any personal data we may collect from you will be used in accordance with the UK Data Protection Act 2018 and associated legislation, and the E.U. General Data Protection Regulation (GDPR). The information we hold and process is used to enable us to administer, support, improve and develop our business generally as well as to manage our relationship with you effectively, lawfully and appropriately.

What data do we collect and process?

You may choose to give us your personal information (name, telephone number and email address) through our Website and/or the Agora IP Bidding Portal when you sign up to receive information from us or ask us to contact you.

If you fill in the Registration form for the Agora IP Bidding Portal, we will only use your details to answer any query you have raised or question you have asked and to consider your offer. Your details will not be passed on to any third party.

We use third party service providers to send out notices of IP for sale and other email alerts on our behalf. Your personal information will only be shared with them and within Agora P Limited, and will not be sold or transferred to other third parties. You can opt out of future marketing and other emails at any time by emailing hello@agoraip.co.uk or by using the Unsubscribe link where one is provided.

Cookies

Most websites you visit will use cookies to help to improve your experience by enabling that website to ‘remember’ you, either for the duration of your visit (using a ‘session cookie’) or for repeat visits (using a ‘persistent cookie’).

Our Website keeps track of standard internet log information and details of visitor behaviour patterns to better understand website usage and to help us to improve our services for users. This information is collected by cookies. The cookies used do not identify individual users and we do not make any attempt to find out identities of those using our websites.

You may refuse the use of cookies by adjusting the settings of your web browser, however please note that if you do this you may not be able to use the full functionality of this Website.

By using the Website, you consent to the use of cookies and use of the data they provide.

We may collect data through selected third-party providers, such as Linked-in, Twitter, Facebook, Doodle, YouCanBookMe, WebEx, Survey Monkey. For more information on how these providers collect and process your information, please see their individual Privacy Policies.

We may also consult publicly available sources of information, such as information found through Google and other internet searches, the Companies House Register, or information published in articles, newspapers or blogs which provide personal data about you.

In most cases, the information that we hold will be provided by you directly. This may be information that you provide when you correspond with us by phone, e-mail or in meetings, through business cards provided by you, through contractual arrangements, or in other ways during our business relationship with you. You might also give us personal data when you participate in meetings or other events which we arrange. The personal information you give us may include, for example, your name, address, e-mail address, phone number and in certain cases where we are making payments to you, your financial information. If you attend meetings organised by us, we may collect data on your accessibility and dietary requirements which may indirectly reveal information about your health or religious beliefs.

If you apply to work for us, we may need to collect other personal data from you, including for example, information about your education, qualifications and training, work experience and employment, salary and financial information.

How do we use your information?

In some cases, we need to process your data to ensure that we are in compliance with our legal or statutory obligations.

We primarily use your personal data for our legitimate business interests; for example to agree and quote for potential work, to provide our services to you, to carry out market research as part of our consultancy services, or to communicate with you in response to your correspondence with us.

We may also use your data in order to carry out our contractual agreement with you.

You may withdraw your consent for us to use your data to send you our newsletters and marketing about our services at any time.

Information gathered through cookies, email click-trackers and similar technologies are used to measure and analyse information on visits to our websites to improve the website experience for visitors.

If you apply to work for us we may need to process sensitive personal data as part of our recruitment process and in order to meet our responsibilities under employment legislation.

When do we share your information?

We respect your information and will protect its confidentiality in accordance with UK GDPR and other applicable laws and regulations.

The information which we collect about you may be shared with our trusted staff members of Agora IP Limited the UK and overseas including outside the EEA.

We may also share the information with third parties such as our business partners, suppliers, professional services organisations, service providers, and sub-contractors where this is needed for the performance of any contract we have with you or to facilitate our business relationship with you.

Third parties may be based (or store or process information) in the UK or elsewhere including outside the EEA.

If we sell all or any part of our business or assets, we may transfer or disclose your personal data to the prospective buyer of this business or assets.

How long do we keep your personal data?

We keep your personal data for the duration of our business relationship and whilst there may be a continuing legitimate business interest to do so.

If you provide your information as part of a recruitment purposes or as a speculative application, we will retain this data to help us to address our future staffing requirements. You may be contacted regarding alternative opportunities, but can request that your details are not retained at any time by emailing hello@agoraip.co.uk.

How do we keep your data secure?

We take the security of your data seriously. We aim to protect your personal data against loss, disclosure, destruction, misuse or alteration. We have introduced reasonable administrative, technical and physical measures to protect your personal information.

Data is stored securely in a range of different places including personal computers and laptops, cloud-based storage systems and other software applications used within our business. We use providers including Dropbox, GoogleDocs, LiveDrive, Microsoft Sharepoint and Rackspace for cloud-based storage and email exchange server services.

When data is transferred to third parties for processing on our behalf, we will ensure that the provider meets or exceeds any legal or regulatory requirements and implement appropriate technical and organisational measures to maintain the security of the data including encrypting documents where necessary. We will also ensure that if information is transferred to a country or international organisation outside of the UK / EEA, we will comply with the relevant legal rules governing such transfers.

What rights do you have?

Under the Data Protection Act 2018, you have certain rights relating to the way we collect, hold and process your data. You have the right to request that we:

– Provide you with a copy of any personal information that we hold about you;

– Update your personal information if it is out-of-date or incorrect;

– Delete any personal information that we hold;

– Restrict the way in which we process your information: and

– Consider any valid objections to our processing of your personal information.

If you would like to exercise any of these rights, or if you have any queries or complaints about the way we collect and use your personal data, please contact Agora IP Limited at hello@agoraip.co.uk

You can find more information about your rights under UK Data Protection Act 2018 on the ICO website: https://ico.org.uk/. You may also make a complaint to them as the UK’s data protection regulator.

Changes to this privacy notice

We may amend this privacy notice from time to time in response to changes in legislation or our business practices. Any changes we make will be displayed on our website and if appropriate notified to you by email or other means. Please check the website for the most up-to-date terms.

Last modified: August 2022