MyNobian Terms of Use
March 2020
Please read these Terms of Use (these “Terms”) carefully. They contain important terms about your rights to use the My Nobian portal and any subsequent versions or our mobile application (“Districonnect”) (collectively, the “Portal”), and our obligations to you related to your Portal use.
These Terms are between you, as the individual using the Portal (“you”), and Nobian Chemicals Holding B.V. (with its affiliates, “Nobian” or “we” or “us”). These Terms apply to your use of (including any access to and downloading from) the Portal and any orders placed through the Portal (“Orders”), including any materials and services available therein. Any Orders placed through the Portal are subject to either (i) Nobian’s General Conditions of Sale or (ii) any other specific commercial terms, as agreed with your organisation, which prevail over Nobian’s General Conditions of Sale.
By clicking or tapping any button or box marked “accept,” “agree” or “ok” (or a similar term) referencing these terms, you agree to be bound by these terms and affirm that (i) you are an authorised representative of your organisation and can bind your organisation when submitting orders on the portal and (ii) you are of legal age where you live and have the legal capacity to enter into these terms.
Subject to your compliance with these Terms, and for so long as you are permitted by Nobian to use the Portal, you may view and use any portion of the Portal to which we provide you access under these Terms, solely in accordance with the functionality that we make available to you. You use the Portal at your own risk, and we make no representations or warranties that the Portal will be suitable for your intended use or any particular purpose.
We may change these Terms from time to time by notifying you of such changes, by the means specified for notices in Section 15, at least two weeks before they become effective. If you do not object to such changes becoming effective within that time period, your consent to such modification is deemed given. You will be informed about this effect of your silence in the notification. If you object to the modifications becoming effective, we may terminate these Terms with immediate effect. Also, your clicking or tapping any button or box marked “Accept,” “Agree” or “OK” (or a similar term) in connection with being notified about the change and a reviewable version of the new terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when these Terms were last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which the change becomes effective.
We may modify all or part of the Portal at any time. When making changes to the portion of the Portal used by you based on these Terms, we shall take into account your reasonable interests. A change is deemed reasonably acceptable for you in particular if it is necessary to adapt the Portal to reflect technological developments (in particular, information security developments), market requirements, as well as any changes in the applicable law, and in case of any new features, functions, or services added to the Portal. If a change to the Portal is not reasonably acceptable to you, you have the right to terminate these Terms by ceasing to use the Portal.
At any time and without liability or prior notice, we may suspend or discontinue all or part of the Portal (including access to the Portal via any third-party links), or offer opportunities to some or all Portal users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
Your submission of information through the Portal is governed by these Terms and the My Nobian Privacy Policy, located at https://my.nobian.com/privacy-statement/ (the “Privacy Policy”). You represent and warrant that any information which you upload or otherwise provide to the Portal is and will remain accurate and complete, and that you will maintain and update such information as needed.
You agree:
The Portal may not be appropriate or available for use in some jurisdictions. Any use of the Portal is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Portal’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
You may need to register or otherwise enter a user name, password or other data, information or credential with respect to the Portal (collectively, “Access Credentials”) to use all or part of the Portal.
We may reject, or require that you change, any Access Credential that you provide.
Access Credentials are for personal use only in accordance with these Terms and you should keep them confidential; you, and not Nobian, are responsible for any use or misuse of your Access Credentials and, in each case, you must promptly notify us of any actual or suspected confidentiality breach or unauthorised use of your Access Credentials or your Portal account.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed for you to use the Portal (including any applicable device data transmission charges).
In connection with the Portal, you must not:
The Portal makes available content, information, data, materials, services functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available and owned by Nobian (“Nobian Resources”) or by third parties and are not intended to amount to advice on which you should rely. We make no representations as to the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of any or all of the Resources and the Portal, or any intellectual property rights therein. Resources are subject to change at any time without notice.
We disclaim all liability and responsibility arising from any reliance placed on any Resources by you or any other user of the Portal, or by anyone who may be informed of the content of any Resources, except with regard to defects of such Resources that were known by us and fraudulently not disclosed by us.
You acknowledge that all intellectual property rights in the Portal and all Resources belong to us or our licensors. You have no rights in, or to, the Portal other than the right to access it in accordance with these Terms.
You cannot use any of our Intellectual Property or confidential Nobian information for your own commercial purposes.
All trade names, trademarks, service marks, logos, symbols and copyrightable works available through the Portal are the property of their respective owners and, except for the rights that you grant to Nobian under Section 8, nothing contained on the Portal or in these Terms should be construed as granting any right to use any trade names, trademarks, service marks, logos or copyrightable works without the express prior written consent of the owner.
You may not use our trade names, trademarks, service marks, logos, symbols or copyrightable works (“Nobian Marks”) without our prior written consent. You agree not to use Nobian Marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion.
The Portal and any Resources are made available to you without any warranties of any kind, except with regard to defects that have been fraudulently concealed by Nobian. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Portal or any content on it, whether express or implied. All disclaimers of any kind (including in this Section 9 and elsewhere in these Terms) are made for the benefit of both Nobian and its affiliates and their respective owners, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers, and their respective successors and assigns (collectively, the “Nobian Parties”).
All claims against Nobian for compensation or damages and reimbursement of expenditures, regardless of the legal nature of the respective claim (e.g., contractual claims, claims arising from tortious acts or under competition law) (collectively the “Damages”) are subject to the limitations of liability set out in this Section 10.
Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
We will not be liable to you for any Damages (including any direct, indirect or consequential Damages of any kind, or Damages for diminution of value, loss of profits, loss of revenue, loss of business, loss of use or data, or loss of goodwill), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Portal, or your use of or reliance on the Resources on the Portal.
Your sole and exclusive remedy for dissatisfaction with the Resources or the Portal is to stop using the Portal and/or request that Nobian close your account.
We will not be liable for any Damages caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Portal or to its downloading of any content on the Portal, or on any website linked to the Portal.
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless each Nobian Party from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees and expenses) arising out of or relating to: (a) your use of, or activities in connection with, the Portal; or (b) any infringement or alleged infringement of these Terms by you.
These Terms are effective until terminated. You may terminate these Terms at any time and without prior notice. Nobian may terminate these Terms for convenience with two weeks’ prior notice. Nobian may suspend your right to use the Portal at any time and without prior notice if Nobian reasonably believes that you have violated or acted inconsistently with these Terms, or if Nobian reasonably believes this to be necessary to preserve the security or integrity of the Portal. Upon any such termination or suspension becoming effective, your right to use the Portal will immediately cease. In case of a termination becoming effective, Nobian may, without liability to you or any third party, immediately deactivate or delete your Access Credentials and all associated materials, without any obligation to provide any further access to such materials. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of these Terms shall remain in full force and effect.
These Terms, your use of (including any access to) the Portal, and all related matters are governed solely by, and construed solely in accordance with, the laws of the Netherlands. You and Nobian both agree that the courts of the Netherlands will have exclusive jurisdiction.
If you have a question or complaint regarding the Portal, please send us a message via our contact form located at https://my.nobian.com/login/aboutmynobian/ or get in touch with your local Nobian representative. Please note that any electronic communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your correspondence with us.
These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Nobian.
If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. In such case, both parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction.
No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.
Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified.
Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.”
These Terms, including any terms and conditions incorporated herein, are the entire agreement between you and Nobian relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Nobian relating to such subject matter.
Notices to you (including notices of changes to these Terms) may be made via posting to the Portal or by e-mail to the most recent email address that you have provided to us (including in each case via links), or by regular mail to the most recent mailing address that you have provided to us.
Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Nobian will not be responsible for any failure to fulfil any obligation due to any cause beyond its control.