StarB2B.com - Middle East's First E-procurement Portal for the Construction Industry

We are Builders Portal FZ LLC. You are visiting our on-line marketplace for the exchange of goods and services between businesses in the construction industry. This is a fee based service available only to companies which have entered into a User Agreement with Builders Portal which governs their use of our marketplace. If you would like more information about Builders Portal's marketplace, you can register with us.

As a visitor to our site, or as a participant in our exchange accessing and using other parts of our site which are made available free of charge, you agree to abide to the following general terms and conditions which form an agreement between you (referred to in this agreement as " the Visitor ") and us (referred to in this agreement as " BUILDERS PORTAL ").

For the avoidance of doubt, the terms and conditions of a User Agreement shall take precedence over this agreement to the extent of any inconsistency.

1.1 In this agreement:

"BUILDERS PORTAL Site" means the BUILDERS PORTAL website (located on the Internet at uniform resource locator http://www.buildersportal.com ) but excluding that part of the site which comprises the Exchange;

"DPA" means the Data Protection Act 1998;

"Exchange" means BUILDERS PORTAL's on-line marketplace for the construction industry, presently, as such marketplace may be modified or enhanced from time to time by BUILDERS PORTAL;

"Free Content" means all free information and content available on the BUILDERS PORTAL Site;

"Free Functionality" means all free tools, software and functionality made available through the BUILDERS PORTAL Site (other than in connection with or as part of the Exchange);

"Free Services" means those services which BUILDERS PORTAL from time to time provides through the BUILDERS PORTAL Site (other than in connection with or as part of the Exchange).

"Intellectual Property Rights" means patents, rights in design, trade marks, trading, business or domain names and e-mail addresses, copyrights (including any such rights in typographical arrangements, web-sites or software) whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, rights in inventions, know-how, trade secrets and similar confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character which subsist now or in the future in any part of the world;

"Personal Data" has the meaning attributed to it in the DPA;

"Privacy Policy" means BUILDERS PORTAL's policy with respect to the collection and use of Personal Data as may be amended from time to time by BUILDERS PORTAL, the current version of which may be viewed by clicking on this link;

"Processing" has the meaning attributed to it in the DPA and "Process" and "Processed" shall be construed accordingly;

1.2 In this agreement unless the context otherwise requires reference to:

(a) a "person" includes any person individual firm Visitor corporation government state or agency of a state or any undertaking (within the meaning of Section 259(1) of the Companies Act 1985) or other association (whether or not having separate legal personality) or any two or more of the foregoing;

(b) a "month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month (and references to "months" shall be construed accordingly);

(c) "business day" means 9.00 a.m. to 5.00 p.m. Monday to Friday inclusive in any week excluding any bank, public or statutory holidays;

(d) "includes" or "including" means includes or including but without limitation;

(e) a "party" means a party to this agreement and includes permitted assignees and/or the respective successors in title to substantially the whole of its undertaking;

(f) a clause or schedule is a reference to respectively a clause of, schedule or or exhibit to this agreement, and a reference to this agreement include its schedules;

(g) any agreement deed or other instrument is to be construed as a reference to that agreement deed or other instrument or that provision as it may have been or hereafter be from time to time amended varied supplemented restated or novated but excluding for this purpose any amendment variation supplement or modification which is contrary to any provision of this agreement;

(h) a statute or statutory instrument or any provision thereof is to be construed as a reference to that statute or statutory instrument or such provision thereof as the same may have been or may from time to time hereafter be amended or re-enacted;

(i) a time of day is a reference to London time;

(j) the singular shall include the plural and vice versa.

1.3 The contents page and the headings in this agreement are inserted for convenience only and are to be ignored in construing this agreement.

2.1 BUILDERS PORTAL subject to this agreement solely for the Visitor's internal business purposes:

(a) authorises the Visitor to access and navigate the BUILDERS PORTAL Site; and

(b) solely in pursuance of clause 2.1(a) may supply, make available or (as the case may be) permit the Visitor to access and use:

(1) the Free Content;

(2) the Free Functionality; and

(3) the Free Services.

2.2 The Visitor acknowledges that BUILDERS PORTAL or its licensors retain all right, title and interest in or in relation to the BUILDERS PORTAL Site (and any Free Content, Free Functionality or Free Services in relation thereto) and any trade marks used on or in relation to the BUILDERS PORTAL Site. Nothing in this agreement shall be construed as granting any licence of Intellectual Property Rights from BUILDERS PORTAL or its licensors to the Visitor, other than a licence to navigate the BUILDERS PORTAL Site and, in so doing, incidentally access and utilise any Free Content, Free Functionality or Free Services.

Links to third party web sites are provided for convenience only and inclusion of any link does not imply endorsement in any way of the linked site or its content.

4.1 The Visitor may not do any of the following on or in relation to the BUILDERS PORTAL Site:

(a) publish or distribute material that is defamatory, unlawful, objectionable, obscene or in breach of confidence or privacy;

(b) harass, threaten, stalk or abuse others or otherwise violate their legal rights or behave in a manner that causes annoyance or inconvenience;

(c) send or receive material protected by intellectual property laws or any other laws unless the Visitor owns those rights or has received all necessary consents;

(d) send material containing viruses or any corrupted data;

(e) post chain letters or pyramid schemes;

(f) act in any way that disrupts or interrupts the BUILDERS PORTAL Site;

(g) post advertising or solicitation;

(h) impersonate another person including any member of the BUILDERS PORTAL Site staff;

(i) act in any manner contrary to applicable law or regulation, or in any way that may in our opinion have an adverse effect on the BUILDERS PORTAL Site.

4.2 BUILDERS PORTAL reserves the right (but does not take on the obligation) to monitor use of the BUILDERS PORTAL Site or any part of it and to remove for any reason without notice any content. However, the Visitor acknowledges that BUILDERS PORTAL does not endorse any content on the BUILDERS PORTAL site that is not produced by BUILDERS PORTAL and that such content shall not be considered to have been reviewed or screened by us.

5.1 BUILDERS PORTAL does not represent or warrant that:

(a) access to the BUILDERS PORTAL Site or any Free Content, Free Functionality or Free Services will be uninterrupted or fault free.

(b) the BUILDERS PORTAL Site or any Free Content, Free Functionality or Free Services (whether or not provided by BUILDERS PORTAL) will be accurate, complete, reliable or suitable for any purpose;

(c) it has exercised or will exercise due care and skill in relation to the compilation and provision of the BUILDERS PORTAL Site or any Free Content, Free Functionality or Free Services.

5.2 Without limiting clause 3.1, and to the extent permitted by law, all conditions, warranties, terms and undertakings expressed or implied, statutory or otherwise in respect of the provision of the BUILDERS PORTAL Site or any Free Content, Free Functionality or Free Services or any aspect thereof are hereby excluded.

6.1 The following provisions set out BUILDERS PORTAL's entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to Visitor in respect of:

(a) any breach of its contractual obligations arising under this agreement; and

(b) any negligence, breach of statute, representation, statement or tortious act or omission arising under or in connection with this agreement,

(c) AND VISITOR'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 12.

6.2 Any act or omission on the part of BUILDERS PORTAL or its employees agents or sub-contractors falling within clause 12.1 shall for the purposes of this clause 2 be known as an "Event of Default". If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this agreement. Visitor shall afford BUILDERS PORTAL not less than 30 working days in which to remedy any Event of Default hereunder.

6.3 BUILDERS PORTAL' liability to Visitor for death or injury resulting from its own or that of its employees', agents' or sub-contractors' negligence and all damage suffered by Visitor as a result of the implied statutory undertakings as to title, quiet possession and freedom from encumbrances shall not be limited or excluded.

6.4 Subject to the provisions of clauses 12.3 and 12.5, Visitor agrees that under no circumstances shall the total aggregate liability of BUILDERS PORTAL in contract, tort (including, without limitation negligence) or otherwise exceed for any number of Events during the Term of this agreement the amount of the Access Fee.

6.5 BUILDERS PORTAL shall not be liable to Visitor in respect of any Event of Default for loss of profits, loss of revenue, loss of goodwill, loss of contracts, loss of anticipated savings or any type of special, indirect or consequential loss (including such loss or damage suffered by Visitor as a result of an action brought by a third party) even if such loss was reasonably foreseeable or BUILDERS PORTAL had been advised of the possibility of Visitor incurring the same.

6.6 BUILDERS PORTAL shall have no liability to Visitor in respect of any Event of Default unless Visitor shall have served notice of the same upon BUILDERS PORTAL within two years of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

6.7 Nothing in this clause 12 shall confer any right or remedy upon Visitor to which it would not otherwise be legally entitled.

7.1 BUILDERS PORTAL may terminate this agreement, or deny the Visitor access to the BUILDERS PORTAL Site, with immediate effect by written notice to the Visitor if the Visitor is in breach this agreement or otherwise in the reasonable discretion of BUILDERS PORTAL.

8.1 Other than in the case of any claim or proceeding based upon fraud (including without limitation fraudulent concealment), this agreement represents the entire understanding between the parties and supersedes any and all previous discussions correspondence understandings and communications (whether written or oral) between the parties with respect to the subject matter hereof.

9.1 This agreement may be varied by BUILDERS PORTAL at any time by providing reasonable notice to Visitors of such variation. Notification of any variations to this agreement on the BUILDERS PORTAL Site for a period of 7 days shall be deemed to constitute reasonable notice for this purpose.

10.1 The Visitor consents to BUILDERS PORTAL Processing Personal Data relating to the Visitor in accordance with BUILDERS PORTAL's Privacy Policy.

11.1 A waiver of any term, provision or condition of, or consent granted under, this agreement shall be effective only if given in writing and signed by the waiving or consenting party and then only in the instance and for the purpose for which it is given.

11.2 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

11.3 No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.

11.4 The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

12.1 Save as expressly otherwise provided in this agreement each of the parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this agreement and any other agreement incidental to or referred to in this agreement.

13.1 This agreement is personal to the Visitor. The Visitor may not assign the benefit of all or any of its rights under this agreement.

14.1 If any provision of this agreement is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the law of any jurisdiction:

(a) the validity, legality and enforceability under the law of that jurisdiction of any other provision; and

(b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision,

(c) shall not be affected or impaired in any way thereby.

14.2 If any provision of this agreement shall be held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from this agreement and shall be deemed to be deleted from this agreement and the validity of the remaining provisions shall not be affected. In the event that any such deletion materially affects the interpretation of this agreement then the parties shall negotiate in good faith with a view to agreeing a substitute provision which as closely as possible reflects the commercial intention of the parties.

15.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post:

In the case of BUILDERS PORTAL to:

In the case of Visitor to:

and shall be deemed to have been duly given or made as follows:

(a) if personally delivered, upon delivery at the address of the relevant party;

(b) if sent by first class post, two business days after the date of posting; and

(c) if sent by fax, when despatched,

provided that if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given or made outside the recipient's normal working hours, such notice, demand or other communication shall be deemed to be given or made at the start of the recipient's normal working hours on the next business day.

16.1 "Event of Force Majeure" means, in relation to either party, an event or circumstance beyond the reasonable control of that party (the "Claiming Party") including, without limitation, (whether or not by the Claiming Party), strikes, lock-outs and other industrial disputes (in each case, whether or not relating to the Claiming Party's workforce).

16.2 The Claiming Party shall not be deemed to be in breach of this agreement or otherwise liable to the other party (the "Non-claiming Party") for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an Event of Force Majeure provided that:

(a) the Claiming Party could not have avoided the effect of the Event of Force Majeure by taking precautions which, having regard to all matters known to it before the occurrence of the Event of Force Majeure and all relevant factors, it ought reasonably to have taken but did not take; and

(b) the Claiming Party has used reasonable endeavours to mitigate the effect of the Event of Force Majeure and to carry out its obligations under this agreement in any other way that is reasonably practicable.

16.3 The Claiming Party shall promptly notify the Non-claiming Party of the nature and extent of the circumstances giving rise to the Event of Force Majeure.

16.4 If the Event of Force Majeure in question prevails for a continuous period in excess of three months after the date on which it began, the Non-claiming Party may give notice to the Claiming Party terminating this agreement. The notice to terminate must specify the termination date, which must be not less than 30 clear days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice. Neither party shall have any liability to the other in respect of termination of this agreement due to an Event of Force Majeure, but rights and liabilities which have accrued prior to termination shall subsist including without limitation those under clause 8.

17.1 Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture or other co-operative entity.

18.1 This agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation) shall be governed by and construed in accordance with English law.

18.2 Each of the parties to this agreement irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this agreement and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.

19.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.