Website Terms of Use of
[China National Offshore Oil Corporation▪ Procurement Platform]
(“Agreement”)
1、Acceptance and Effective Date of this Agreement
This Agreement shall take effect upon and simultaneously with the User’ s accessing and using the Website, which signifies the User’s irrecoverable acknowledgement and agreement to be bound by all and any terms and conditions in this Agreement. The User shall be liable for all losses and damages arising from or in connection such User’s breach hereof.
2、Definitions
“China National Offshore Oil Corporation” Means a company incorporated and duly existing under the laws of China, with its registered address at No. 25, Chaoyangmenbei Street, Dongcheng District, Beijing, China.
“CNOOC” Means the integrity of both China National Offshore Oil Corporation and all its Affiliates.
“Affiliate” Means a legal entity which Controls, or is Controlled by, or which is Controlled by an entity which Controls, a Party. Control means the ownership directly or indirectly of more than fifty percent (50%) of the voting rights in a legal entity. “Controls”, “Controlled by” and other derivatives shall be construed accordingly.
“Website” Means this Website of China National Offshore Oil Corporation▪ Procurement platform which may be accessed at Https://buy.cnooc.com.cn.
“User” Includes all and any employees within CNOOC and the external Contractors authorized by CNOOC (or its Representatives) to use the Website.
“Contractor” Means all and any legal entities, organisations and natural persons which use the Website, provided that they are capable, upon acceptance and confirmation of the Procurement Department of China National Offshore Oil Corporation, of providing goods, facilities and/or services to CNOOC and/or its Affiliates.
“Information” Means all and any information contained in the Website, including without limitation any characters, pictures, computer graphics/ images, symbols and brands etc.
“Tender Documents” Means all and any documents and information relating to tender processes initiated by CNOOC and published on this Website.
3、Limitation of Liabilities
3.1 CNOOC and/or its directors, officers, employees, agents, officials, advisers or representatives (hereafter collectively as “Representatives”), as the case may be, have not independently verified any of the Information contained in this Website and the references to, or statements by, third parties (whether individuals, companies, authorities or any other entity), if any, in this Website. CNOOC and its Representatives shall in no case make any representations and warranties or be liable for such references or statements by third parties.
3.2 Unless otherwise stated in notices, announcements or other formal documents for a specific tender, any notification from CNOOC and/or its Representatives to the User shall not be construed as creating a partnership, agent, trust or other legal relationships.
3.3 CNOOC shall in no case be liable for any Information mistakes arising from or in connection with User’s failure to update related tender Information in due time, misunderstanding and/or misuse of any Information by itself of by other Contractors.
3.4 CNOOC and/or its Representatives shall not be liable for any losses, damages or expenses resulting from temporary or permanent computer glitch or breakdown due to or in connection with interference by any unauthorized User, hacker attack, invasion of computer virus, government control, natural disaster, social disorder and/or other cases beyond User’s reasonable control or other Force Majeure cases.
3.5 The User hereby acknowledges and agrees that the Website may be out of regular services in case that it’s used in any jurisdiction where the Website is forbidden to be operated or used. CNOOC and/or its Representatives shall in no way liable for the aforesaid circumstances. User further indemnifies CNOOC and/or its Representatives from any disputes, costs, expenses, damages and losses arising from the circumstances thereof.
3.6 CNOOC and User shall have no obligations or liabilities other than those provided for in this Agreement, announced in public or mutually agreed hereto.
4、Rights and Obligations of CNOOC
4.1 Property
User hereby acknowledges and agrees that CNOOC exclusively owns all and any Information contained in or relating to the Website. Without prior written consent of CNOOC, no User shall interpret, modify, remove or benefit from the Information or to use the Website in any ways not authorized herein or permitted in writing by CNOOC in advance.
4.2 Intellectual Property
4.2.1 CNOOC shall remain the sole owner of all and any Information and the Website. User shall not by itself or authorize others to reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, publish, announce, declare, link into, benefit from or otherwise use the Information, in whole or in part, without the prior written consent of CNOOC.
4.2.2 All and any symbols, brands, domain names, graphics, character designs, figure combinations, website templates and other related factors in the Website shall be exclusively belonging to CNOOC. Access to and use of the Website shall not confer or be deemed as conferring any right in the aforesaid factors to the related User, which shall have no right to publish, announce or otherwise declare itself as owner, inventor or other right holder over such factors in Website.
4.2.3 Any breach to this Article 4.2 shall constitute tort or infringement to CNOOC’s property right, in which case the infringing User shall：
A. submit to CNOOC all incomes and benefits gained by implementing such infringement; and
B. be liable and indemnify CNOOC for all losses, costs and expenses incurred by or in connection with such infringement; and
C. take any other remedies in accordance with the laws of P.R. China.
4.3 Maintaining of the Website
4.3.1 For the purposes of normal and stable operation, CNOOC shall regularly examine, repair and maintain the Website in accordance with applicable laws, regulations and other rules. CNOOC shall further take reasonable care of the Information contained in the Website and keep the Information strictly confidential.
4.3.2 CNOOC shall regularly (or immediately in case of any essential event) upload and renew the Information provided by the Website so as to keeping it in an accurate, timely and reliable status.
4.3.3 CNOOC shall publish Tender Documents and manage User’s personal data respectively in accordance with Articles 5 and 6 herein.
5、Rights and Obligations of User
5.1 User shall use the Website Information in a legal and safe manner strictly according to this Agreement or the requirements CNOOC publishes on the Website or announce in other ways. Under no circumstances should the user infringe the intellectual property and/or any other rights of CNOOC.
5.2 User shall be entitled to access to the Website, browse, inquire, reproduce, download or otherwise use the Website in accordance with CNOOC applicable rules.
5.3 User hereby acknowledges that, unless already available to the public, all Information and information in connection with the Website and/or CNOOC is strictly confidential and shall not be disclosed, circulated, linked into or otherwise used or disclosed to any third party without CNOOC’s prior written consent.
5.4 User shall not transfer or assign or otherwise disclose all or any part of its right to use the Website hereunder or the Information acquired from the Website to any non-affiliate third party without CNOOC’s prior written consent.
5.5 User shall use the Tender Documents as provided for in Article 6, and shall provide or update personal data pursuant to Article 7 hereunder.
6、Tender
6.1 CNOOC shall release from time to time the Information and Tender Documents, and introduce or explain the background, process and/or other requirements thereabout.
6.2 CNOOC hereby represents and warrants that it has full and exclusive right to publish the Information or Tender Documents as provided for in Article 6.1 hereabove.
6.3 User hereby acknowledges and agrees that CNOOC shall remain the sole owner of Tender Documents and shall reserve the right to withdraw, modify, and replace, at any time and in its absolute discretion, any Information relating to any tender process. CNOOC further has the right to terminate, postpone, modify y or withdraw any specific tender project and related process, supervise the negotiating process, or decide whether to accept the User’s bids or not. Unless otherwise provided by applicable laws, the aforesaid actions taken by CNOOC shall not be prejudiced by any tender process stages and/or the works have been implemented thereof.
6.4 User shall only use the Tender Documents in specific manners and for specific purposes as required by CNOOC.
6.5 User acknowledges that unless otherwise stated by CNOOC, the usage of the Tender Documents and the tender project negotiation shall not be construed as partnership, trust, agent or other legal relationships, responsibilities or commitments. CNOOC has no liability to continue the corporation with the aforesaid Users in any manner including but not limited to negotiation, procurement, joint venture, signing any agreement or making other commitments.
6.6 CNOOC hereby represents and warrants the truth, integrity, accuracy and reasonability of Information and Tender Documents provided in the Website.
6.7 In spite of status, validity or result of a specific tender, User shall be exclusively liable for all and any costs, expenses, losses or damages arising directly or indirectly from any tender process and shall keep CNOOC from any claims with respect to such costs, expenses, losses or damages.
7、Personal Data
7.1 CNOOC shall release its requirements on the Website or in other forms as indicated by CNOOC, according to which Contractor shall provide its or its affiliate’s personal data, including but not limited to the Contractors’ name, employees’ names, business address, e-mail address as well as copies of the business licenses and other documents as required by CNOOC.
7.2 CNOOC shall in no case use, disclose or use the personal data in any form without Contractor’s prior written consent or authorization except in the following cases that
A. the data is used solely by or circulated within CNOOC for the purpose of managing the database and processing data provided by Contractors ;
B. persons not included by sub-clause A above shall have access to no more than one Contractor’s personal data, subject to CNOOC’s prior authorization; and
C. all data shall be used and transmitted by CNOOC strictly in compliance with applicable laws, regulations and the other rules.
7.3 CNOOC shall have obligations, spontaneously or upon request, to instruct, explain and guide the Contractor in a timely way with respect to the process of submitting, modifying or renewing personal data.
7.4 Subject to CNOOC’s prior request or approval, Contractor shall provide, correct, amend and/or update its personal data in due time.
7.5 Contractor hereby represents and warrants that it has full and exclusive right to provide the personal data and any and all data is legal, true and valid. Contractor agrees to indemnify CNOOC from any disputes, litigations, losses or damages arising from the personal data it provides, and agrees to take all the responsibility for the losses and disbursements incurred by the error or update-lags of such personal data.
7.6 Contractor is responsible for keeping its own username and password in a safe and secret manner. CNOOC shall not be responsible for any economy losses arising from the disclosure, infringement, modification suffered and incurred by the Contractor.
8、General Provisions
8.1 This Agreement shall be governed by the laws of P.R. China. All and any disputes arising from or in connection herewith shall be submitted by CNOOC to Chinese courts in China, provided that such disputes could not be resolved through amicable consultations.
8.2 No amendments, changes or modifications to this Agreement, spontaneously or upon User’s request, shall be valid except if the same are announced in the Website, or in case of confidentiality requirements, upon execution on a separate agreement by both CNOOC and User.
8.3 If and for so long as any provision of this Agreement shall be deemed to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Agreement. This Agreement substitutes any and all commitments and statements by CNOOC regarding this Website, and shall constitute the entire binding document by CNOOC and User.
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