WEBSITE TERMS OF USE
Please take some time to familiarise yourself with the provisions of these Terms of Use (the “Terms of Use”). Your use of this website will be subject to these Terms of Use and by accessing any page of this website, you agree to be bound by them. If you do not agree to the terms and conditions contained within these terms of Use, you should immediately discontinue any use of the bentleyglobal.co web site and/or any offered services. The Terms of Use relate to Bentley Global website only and are separate to any terms relating to the bond opportunity featured on the Bentley Global website. Helandal Limited reserves the right to make changes to these terms at any time and without notice, it is your responsibility to revisit this page from time to time to re-read this notice. Any revised terms shall take effect as of the date of its posting. These Terms of Use were last updated on 1 November 2017.
Helandal Limited a company registered in England and Wales under number 09718466, whose registered office is at 24 Queen Avenue, Dale Street, Liverpool L2 4TZ.
1. Bentley Global Website Terms of Use
The www.bentleyglobal.co website is operated by Helandal Limited.
2. Intellectual Property Rights
This website and all content and services provided on and through this website are protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws, and are owned, controlled, and/or licensed by Helandal Limited and/or its affiliates and related companies. Except as expressly set out in these terms of Use, nothing on the website or in these Terms of Use gives you any rights in respect of any intellectual property owned by Helandal Limited and/or its affiliates and related companies or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the website. In the event you print off, copy or store pages from the Site (only as permitted by these terms and conditions), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.
Nothing contained on this website grants you, by implication or otherwise, any license or right to use any trade-marks, logos, or other names, including, but not limited to, those identifying Helandal Limited and/or its affiliates and related companies or their respective products and services displayed on this site, without the express written consent of Helandal Limited or such third party that may own such trade-marks, logos and other names displayed on this site.
3. General Terms of Use
Without the express written consent of Helandal Limited, no information or material from this Web site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way whatsoever at any time for operational, regulatory, legal or other reasons unless required by law. You may not adapt, alter, modify, sell, distribute or create derivative works of any content on the site.
You agree that you do not acquire any rights in any downloaded content or content sent to you as part of any service. You agree to abide by all copyright notices, information and restrictions contained in any content on this Web site and any content sent to you or accessed through this Web site. You are hereby advised that Helandal Limited will enforce its intellectual property rights to the fullest extent permitted by law.
You will use this Web site and any content, material, or information found on this Web site or any services offered through this Web site solely for lawful purposes (complying with all applicable laws and regulations) and in a responsible manner, and not in a way that might damage our name or reputation or that of our affiliates. You shall not upload to, distribute to, or otherwise disseminate through, this Web site any material or information of any kind that is libellous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or that contains a solicitation of funds, advertising, or a solicitation for goods or services. You will be solely responsible for the content of any material or information that you make available through this Web site. You will also be liable for any loss or damage resulting, directly or indirectly, from your making any material or information available through this Web site. Any conduct by you that in Helandal Limited’ discretion restricts or inhibits any other user from using or enjoying this Web site will not be permitted.
Helandal Limited has no obligation to, and does not and cannot, review every item of material or information that you and users other than yourself make available through this Web site and Helandal Limited is not responsible for any of this material or information. However, Helandal Limited reserves the right to monitor, delete and/or refuse to transmit, move, or edit any material or information, in whole or in part, without notice to you that it deems in its sole discretion, unacceptable, undesirable or in violation of any law. The foregoing provisions of this section are for the benefit of Helandal Limited, its affiliates and related companies and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
4. Auto log-in
These Terms of Use are accessible at the foot of each webpage on the bentleyglobal.co website. Helandal Limited Members are required to confirm that they have read and understand these Terms of Use in their entirety before initially joining Helandal Limited and on each subsequent login. In the event that an Helandal Limited Member has a personal computer configured to automatically login to the Helandal Limited Members area using cookies or any other technology the Helandal Limited Member accepts that these Terms of Use may change from time to time and accepts responsibility to regularly check for updates.
5. RSS Feeds
You may display the headlines, active links and other information contained in the RSS feeds (the “RSS feed content”) on your web site , provided that: (i) you do not modify or delete any of the RSS feed content; (ii) you do not redistribute the RSS feed content; (iii) the links redirect the user to this Web site when the user clicks on them or other predetermined location; and (iv) the use or display does not suggest that Helandal Limited or its affiliates or related companies promotes or endorses any third party causes, ideas, web sites, products or services.
If you display the RSS feed content publicly on your web site, you must provide attribution to Helandal Limited adjacent to the RSS feed content, by displaying the Helandal Limited logo, without modification. Helandal Limited reserves the right to discontinue providing RSS feeds and to require that you cease accessing or using the RSS feeds, RSS feed content and the Helandal Limited logo or associated logos at any time for any reason. Please review the remainder of these Terms of Use for more information before you use the RSS feeds. By using the RSS feeds, you agree to be bound by the terms and conditions of these Terms of Use.
6. Disclaimer of Warranties and Limitations of Liabilities
Your use of this website and materials contained within it are done so entirely at your own risk. By proceeding you agree that in no event shall Helandal Limited be responsible to you for any liability, including without limitation that which arises from any loss of profit or any other damage – direct or indirect – as a result of use of this website or the contents therein of this website.
Notwithstanding this, nothing in the Terms of Use shall limit or exclude our liability to you for death or personal injury caused by our negligence or for fraudulent misrepresentation or any other liability that may not, under English law, be limited or excluded. Whilst we have taken every reasonable precaution and care in compiling this website, save to the extent required by applicable law or regulations, no guarantee, warranty or representation (express or implied) is given as to its accuracy or completeness and Helandal Limited, its Members, officers and employees do not accept any liability or responsibility for its contents or operation, and any such representation, guarantees or warranties are excluded by these Terms of Use.
This site may include forward-looking statements that are based upon our current opinions, expectations and projections. We undertake no obligation to update or revise any forward-looking statements. Actual results could differ materially from those anticipated in the forward-looking statements. If you have accessed this site using a link from another site, Helandal Limited does not accept any liability or responsibility for the accuracy of information contained within the sites of other providers who have links to any pages of this site or to whom this site is linked to.
The information contained on this website and offered through services accessible from this website is for informational purposes only and it is not intended to meet any particular user’s need. Documents provided on this Web site are provided as a service only, and do not constitute official versions of such documents. This website, and all content, material, information or postings found on or accessed through this website and its services, are provided on an “AS IS” and “AS AVAILABLE” basis. Helandal Limited, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents expressly disclaim any and all representations, warranties and conditions, express and implied, including, without limitation, any and all representations and warranties of accuracy, title and non-infringement, and all implied warranties and conditions of merchantability, fitness for any particular purpose, or suitability for any particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to this Web site or the content contained in or accessed through this Web site and its services.
Neither Helandal Limited nor its affiliates and related companies, nor each of their respective directors, officers, employees, consultants and agents makes any representations or warranties as to the availability, accuracy, quality, timeliness, reliability, truthfulness or completeness of this Website or the content contained in or accessed through this Web site, including, but not limited to, the contents of any content, information, material or posting found on this Website (including, but not limited to, any press releases or financial information), any services provided through this Web site, or any links to other sites made available on this Web site or the content contained on such site(s), or as to the uninterrupted, continuous or error free use and operation of the internet, this Web site or any related services or that any of them is free from defects, viruses or other harmful components. You expressly agree that use of this Web site is at your sole risk.
Under no circumstances, including, but not limited to, negligence, gross negligence, negligent misrepresentation and fundamental breach shall Helandal Limited or its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents be liable for any direct, indirect, incidental, special or consequential damages or any loss that result from the use of, or the inability to use, any content, information, material, Webcam images or postings on this Web site, or related services, directly or indirectly, or the transmission of confidential or sensitive information over the internet. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that neither Helandal Limited nor its affiliates and related companies, nor each of their respective directors, officers, employees, consultants and agents shall be liable for any defamatory, offensive or illegal conduct of any user, including you.
7. Linked Sites
External websites accessed via hypertext link or other means from this Website have, unless otherwise indicated, been independently developed by third parties and we do not warrant the accuracy or completeness of the information contained in such sites and we are not responsible for the context of these sites or for anything provided by them. We do not guarantee that they will be continuously available. The inclusion of any information, material, content or links to any external sites on this Web site should not be construed as an express or an implied endorsement of or association with any third party products or services.
8. Indemnification
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Helandal Limited, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (i) your breach of these provisions; or (ii) your use of this Web site, the content contained in this Web site and the placement or transmission of any information or other materials on this Web site made by you or others using your account. You agree to promptly notify Helandal Limited immediately after you become aware of any unauthorized use of your account and to take such reasonable steps as are necessary to prevent any reoccurrence of such event. Helandal Limited reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defence of any claim.
9. Recourse
If you are dissatisfied with this Web site, its services or these provisions, your sole and exclusive remedy is to discontinue using this Web site. In such an event, you agree to destroy all materials obtained by you on this Web site and all copies thereof. These provisions shall survive any such termination.
10. Third Party Recourse
Helandal Limited publishes its own content and acts as a distributor of content supplied by third parties. Accordingly, Helandal Limited has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, images or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of Helandal Limited. In many instances, the content available through this Web site represents the opinions and judgments of the respective information provider or user. Helandal Limited neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on this Web site by anyone other than authorized Helandal Limited employee spokespersons while acting in their official capacities.
11. Availability of this website and Viruses
Helandal Limited cannot guarantee the continuous, uninterrupted or error-free operability of this website. There may be times when certain features, parts or content of this website, or the entire website, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by Helandal Limited, in our sole discretion, without notice to you. You agree that Helandal Limited will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the website, or any features, parts or content of the website.
Helandal Limited also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in this Web site or your downloading of any materials, data, text, images, video, or audio from this Web site.
12. Confidential Information, Privacy & Non-Disclosure
Helandal Limited adheres to strict confidentiality guidelines and values the confidentiality of each and every Member. Helandal Limited endeavours to protect confidential information held within all its databases, Member lists and all information in the Members Area of the Helandal Limited website shall be confidential. The databases are operated by Helandal Limited as licensee and are the property of the licensor and will not be given to or shared with any other company or individual. Helandal Limited will not share your details with any external agents or third parties, not in any way affiliated to Helandal Limited or the licensor.
You confirm that any and all information including contact details and investment profile data supplied to Helandal Limited during the process of becoming a Member is accurate to the best of your knowledge and you agree to maintain this information on a regular basis using the “My Helandal Limited Account” facility available from the Members Area of the Helandal Limited website. This information is used by Helandal Limited to communicate with Members and to help make educated business decisions on behalf of Members using the data supplied. Due to the innovative nature of Helandal Limited and its affiliates and Helandal Limited’ desire to maintain a unique offering to Helandal Limited Members you may be asked to agree to various non-disclosure agreements online before certain information is presented to you. This is to help protect the intellectual property of Helandal Limited and its affiliates associated with various strategies and other sensitive data that could potentially have a negative effect on Helandal Limited and its unique position in the market place if it were to be accessed and used by competitors without control. Helandal Limited will associate an online indication to accept the terms of such agreement with that of the details associated with your Helandal Limited account and you understand that by indicating you agree to such terms while logged in as an Helandal Limited Member you are bound to any such terms and conditions indicated.
Data Protection Rights
Helandal Limited Limited a company registered in England and Wales under number 9761309, whose registered office is at Crown House, 151 High Road, Loughton, Essex, IG10 4LG is registered with the Information Commissioner’s Office under registration reference ZA148227. Click here to view certificate.
According to English Laws of Personal Data Protection, in the event that an e-mail is sent to us to the address shown in the same, or that a data collection form is filled in, we would inform you that the personal data given to us will be registered in the file for which Helandal Limited is responsible. The purpose of the same is to deal with the enquiry, maintain a commercial relationship and to send by any means including by e-mail, or other equivalent electronic communication, publicity or promotional information regarding the products or services of the company.
You will be able to express refusal of your data being processed for publicity purposes and to exercise the rights of access, rectification, cancellation and opposition in accordance with that established in current legislation, by writing to the following address: Helandal Limited, Birchin Court, 20 Birchin Lane, London, EC3V 9DU or to the e-mail address info@bentleyglobal.co.
All the contents of the website, and in particular trade names, business names, industrial designs, designs, texts, photographs, graphics, logos, icons, software and any other signs that may be used in industry and business, are protected by the industrial property and intellectual rights of Helandal Limited. Their use and/or reproduction are therefore prohibited without the express consent of the company.
Helandal Limited will not be responsible for infringements of intellectual property or industrial rights of third parties originating from the inclusion in the website of trade marks, business names, industrial designs, patents, designs, texts, photographs, graphics, logos, icons or software corresponding to third parties who, when including them in the website, have declared they are the title owners of the same.
The user is obliged to use the contents of the website in a conscientious, correct and legal manner and undertakes:
• Not to use the contents for objectives or purposes contrary to the law, to public morals and to normal customs or public order.
• Not to reproduce, copy, distribute, allow public access by whatever means of public communication, transform or modify the contents, unless the corresponding authorisation from the title owner thereof has been given.
• Not to use the contents of the website to send publicity, communications for purposes of direct sales or for any other commercial purpose, unsolicited messages sent to a multitude of people regardless of its purpose, and to abstain from marketing or divulging such information in any way.
In the event of any kind of dispute, both parties will try to come to a friendly agreement. If this is not possible the English courts will have jurisdiction to deal with the case and the parties will not have recourse to any other jurisdiction for the purposes of legal action.
USERS WHO DO NOT AGREE WITH THIS POLICY MUST NOT INTRODUCE ANY DATA BY MEANS OF THIS WEBSITE OR ACCESS THE CONTENT OF THIS WEBSITE.
If you should have any questions or concerns regarding this Privacy Statement or for more information on the types of personally identifiable information collected by us, please email us at info@bentleyglobal.co
13. Contacting you
By registering your contact details on www.bentleyglobal.co you agree that we can contact you at anytime via any method using the details submitted to us and you grant us the right to contact you until you notify us not to. Helandal Limited endeavours to conduct all communications with appropriate levels of courtesy and consideration.
In order to provide the most efficient service to Members we reserve the right to allocate your Helandal Limited account and associated point of contact to an official Helandal Limited representative office.
14. Email Marketing
By registering your contact details on www.bentleyglobal.co you agree that we can send you marketing emails at any time, these will continue until you notify us to remove you from our mailing list.
15. Anti-Spam
Helandal Limited adheres to the principles of permission marketing and does not knowingly send out messages to databases where customers have not willingly agreed to receive those messages. This policy has been put in place to protect the user from unsolicited email.
16. Standard Information
In every communication sent over the Internet it is possible to infer standard technical information such as, but not limited to: browser type (e.g. Netscape or Internet Explorer); operating system (e.g. Macintosh or Windows); browser language (e.g. Java or Unix); Internet service provider (e.g. FreeServe or AOL). This information may be used by Helandal Limited exclusively for the purposes of enhancing your online experience with us.
17. Cookies and Opting Out of Communications
Like most Internet sites, we may use “cookies” to enhance user’s experience on the Web and to provide us with information about how people are using our site. These cookies cannot be used to personally identify you in any way and in no way damage your system or files. We respect your right to not use cookies however some areas of this site may not function correctly if you do not. You can read more about Web Cookies here. We may also use information from our web site log files to understand how visitors use our site and to recommend future site improvements.
If you have registered as an Helandal Limited Member, you may request to opt-out of communications from us at any time by contacting us and requesting to do so. It is your right to have all references removed from our files should you so wish. To make such requests either call us on any of the numbers supplied within this website or email us at info@bentleyglobal.co You request may take up to 2 working days to process.
18. Outbound Links
These Terms of Use apply solely to the technology and Web site www.bentleyglobal.co. Our Web site contains links to other sites. Please be aware that we are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of each and every Web site that collects personally identifiable information.
19. Westway Property Bond – Disclaimer
Nothing contained within this website amounts to investment advice or a recommendation in relation to any financial service or product.
All information provided by Helandal Limited is intended as general information regarding the property bond and related investment opportunities and should never be treated as specific advice or recommendations. Helandal Limited is not regulated in UK by the Financial Conduct Authority or other equivalent authorities in any other jurisdiction. Helandal Limited does not provide taxation, mortgage, insurance or investment advice or advise on the merits or sustainability of the property bond opportunities related to this website and no information on this website should be construed as such.
Helandal Limited only discusses available property bond and related investment opportunities with qualified Helandal Limited Members with whom Helandal Limited is satisfied have sufficient knowledge to make an informed decision and who where appropriate are subject to exemption under the FPO. Helandal Limited Members have actively joined Helandal Limited specifically for the purpose of finding out more about the property bond opportunities.
By becoming a Helandal Limited Member, Helandal Limited Members have agreed to receive information regarding the Westway Property Bond investment opportunities subject to the Helandal Limited privacy conditions. Investments offered by Helandal Limited are real estate-based and do not include collective investment.
If you are in any doubt about the contents of the Helandal Limited website or the action to be taken, you should seek independent advice from a financial representative, accountant, solicitor or other professional representative relating to any and all specific needs and requirements prior to entering into any real estate investment.
While Helandal Limited endeavours to identify innovative and exclusive real estate investment opportunities with reduced risk, both Helandal Limited and its Members acknowledge that all real estate and related investments, are subject to an element of risk.
Helandal Limited accepts no responsibility for any representations made by any employee or agent of Westway Holdiongs with regards to any opportunity. Helandal Limited provides on-going training and monitors all employees regularly but the definitive terms and conditions for any Helandal Limited bond or real estate investment opportunity are the terms in the contract or agreement(s) associated with that opportunity.
Although historically the property market shows consistent return on investment, the price of property can go down as well as up. Historic performance should not be taken as a guarantee of future performance. Geared property investment with mortgages can increase the risk of losing money as well as increasing the possible gains.
Property particulars on this site do not form part of an offer or contract. Helandal Limited, whilst endeavouring to ensure complete accuracy in these property particulars Helandal Limited cannot accept liability for any errors. Valuations of property or indicated rents achievable are either estimated or derived from valuations and/or comparables and can change and should not be relied upon without your own additional valuation and research. Any intending investor should not rely on them as statements or representations of fact but must satisfy themselves by inspection or otherwise as to their accuracy. The onus is on any Helandal Limited member that is considering entering into a subscription to undertake their own due diligence.
Helandal Limited undertakes to treat members as fairly, ethically and responsibly as possible.
20. Miscellaneous Terms
Any disputes arising hereunder shall be governed exclusively by the laws of England with the laws of England applicable therein, without giving effect to their conflict of laws principles. These provisions and any rules, policies or guidelines posted on this Web site by Helandal Limited constitute the entire agreement between Helandal Limited and you with respect to the subject matter hereof. No waiver by either Helandal Limited or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision contained herein shall be determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein. The parties have required that these provisions and all documents relating thereto be drawn up in English.
21.Non-Disclosure, Confidentiality and Non-Circumvent Agreement
This agreement references the following parties:
“The Company” – Helandal Limited Limited
“Member” – A registered Helandal Limited member, who has created an account using correct personal information and logged into the Helandal Limited secure members area using the details associated with that account (including any affiliated entities of the registered Helandal Limited member and the representatives of each), interested in further information regarding real estate opportunities sourced by the Company.
22.Non-Disclosure and Confidentiality
1. The Company, its consultants, affiliates and agents are furnishing the Member with certain information in connection with real estate opportunities sourced by the Company (the “Products”). As a condition to the receipt of such information, the Member agrees to treat confidentially any information concerning the Company and the Products (including, without limitation, marketing, transactional, analytical accounting, financial and operational information) furnished to the Member by, on behalf of, or in connection with the Products, whether orally or in writing, together with analyses, compilations, studies or other documents or records prepared by the Member, to the extent that such analyses, compilations, studies, documents or records contain or otherwise reflect or are generated from such information (collectively, the “Materials”). The term “Materials” further includes, but is not limited to:
• Internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods);
• Identities of, individual requirements of, specific contractual arrangements with, and information about the Company’s suppliers, distributors and customers and their confidential information;
• Compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto;
• Trade secrets, ideas, inventions, designs, developments, devices, methods and processes (whether or not patented, patentable or reduced to practice);
• Draft documents, including, but not limited to, transactional documents and drafts of proposed filings with regulatory agencies or authorities (you acknowledge that such documents are subject to change and may change substantially prior to actually being filed, if at all).
2. The term “Materials” does not include information which: (i) is already in the Member’s possession; (ii) is or becomes generally available to the public on a non-confidential basis other than as a result of the Member’s breach of this agreement; or (iii) becomes available to the Member, on a non-confidential basis, from a source other than the Company or its consultants, provided that such source is not known by the Member to be bound by a confidentiality agreement with, or other obligation of secrecy to the Company or another party.
3. Any Materials provided through the Company’s website (www.bentleyglobal.co) will also be subject to the Terms of use applying to that website.
4. The Member hereby agrees that the Materials will be used solely for the purpose of evaluating matters in connection with the Company and the Products and will be kept confidential by the Member; provided, however, that the Materials may be disclosed (i) to the Member’s advisors or representatives who need to know the information contained therein for the purpose described above (it being understood that (a) such persons shall be informed by the Member of the confidential nature of such information and the Member shall cause such persons to treat such information confidentially and (b) in any event, the Member shall be responsible for any breach of this agreement by any such person in the Member’s employ or under the Member’s direction or supervision); (ii) pursuant to subpoena or court or other legal process, subject to the provisions set forth below; (iii) as the Member may reasonably believe, based upon advice of counsel, to be otherwise required by law, legal process or by the request of any governmental authority or other regulatory body or self-regulatory organization having or claiming jurisdiction over the Member, in each case subject to the provisions set forth below; and (iv) with the written consent of the Company.
5. In the event the Member (or any of the Member’s representatives) receives a subpoena, interrogatory or other request for any of the Material or reasonably believes that the Member is legally required to disclose any of the Materials to a third party, including a governmental or other regulatory body to whose jurisdiction the Member reasonably believes to be subject, the Member shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek, at its own expense, a protective order or other appropriate remedy or waive compliance with the provisions of this agreement.
6. The Member will use the same standard used to safeguard the Member’s own confidential information to safeguard the Materials and to protect them against disclosure, misuse, espionage, loss and theft by any person. The term “person” as used in this agreement shall be broadly interpreted to include, without limitation, any corporation, company, partnership or individual.
7. Although where the Company has control over the creation of any of the Materials it will endeavour to include in those Materials information that is relevant and accurate, the Member understands that neither the Company nor its representatives makes any representation or warranty as to the accuracy or completeness of the Materials or that the Materials include all information that is relevant and that a Member may wish to take into account. Materials may be provided by third parties and such persons may provide inaccurate, incomplete, out of date or otherwise unreliable information. The Member agrees that the Company shall not have any liability to the Member resulting from the Member’s use of the Materials.
8. The Member shall notify the Company immediately in writing if it becomes aware that the Materials have been disclosed to an unauthorised third party.
23. Non-Circumvent
1. The Member agrees not to, directly or indirectly, individually or in combination or association with any other person or entity, whether as an officer, director, shareholder, partner, joint venture, member, manager, employee, agent, independent contractor, consultant, advisor or otherwise, gratuitously or for pecuniary gain:
a. While a Member of Helandal Limited and for a period of two (2) years following the termination of Helandal Limited membership, for any or no reason whatsoever; engage in the business of Secure Exit Strategy (as defined below) anywhere globally other than for the benefit of the Company; and
b. While a Member of Helandal Limited and for a period of two (2) years following the termination of Helandal Limited membership, for any or no reason whatsoever; contact, encourage or solicit any then employee, independent contractor or agent of the Company to terminate or modify its respective employment, engagement or business relationship with the Company.
24. Non-Disclosure Miscellaneous
1. It is further understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder, as the Member agrees to hold the Company and its officers, directors, agents, representatives and affiliates harmless against any expense, loss, damage or liability (including reasonable attorneys’ fees) incurred as a result of the Member’s breach of this agreement.
2. It is further understood and agreed that, for any breach of this agreement, the Company shall be entitled to injunctive or other equitable relief as a remedy, in addition to all other remedies available at law or equity to the Company, and the Member further agrees to waive any requirement for the security or posting of any bond in connection with such remedy.
3. The Member agrees that the covenants contained in this agreement are reasonable in their scope and duration and may be enforced by specific performance or otherwise. The Member agrees not to raise any issue of reasonableness as a defense in any proceeding to enforce any of the covenants herein. Notwithstanding the foregoing, in the event that a covenant included herein is deemed by any arbitration panel or court to be unreasonably broad in any respect, then, to the extent permitted, the arbitration panel or court which makes such finding may modify the covenant for the purpose of making the covenant reasonable in scope and duration. The validity, legality or enforceability of the remaining provisions of this agreement will not be affected by any such modification.
4. Unless otherwise agreed between the Company and the Member, this agreement shall be governed by, and construed in accordance with, the laws of England, without regard to the principles of the conflicts of law thereof. This agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and shall constitute the entire agreement entered into by the Member with regard to the subject matter hereof. No amendment or modification of this agreement shall be effective unless made or agreed to in writing. No course of dealing between the Member and the Company shall be deemed to modify or amend any provision of this agreement. Any assignment of the Member’s rights or obligations under this agreement by the Member without the express prior written consent of the Company shall be void. Neither the Company nor the Member may assign its rights under this agreement without the consent of the other party.
5. If any provision of this agreement is held to be illegal, void or unenforceable, such action shall have no effect on the enforceability of any other provision of this agreement