CSI Terms and Condition
Please read these Terms carefully and make sure that you understand them before using our Website. You should print a copy of these Terms or save them to your computer for future reference.
These Terms constitute a legal agreement between you and PRGX. By accessing and using the Website, you agree to be legally bound to these Terms, whether as a registered user or otherwise. If you do not agree to be legally bound by these Terms, do not access or use the Website.
If you register as a Buyer or Supplier (both as defined below) on the Website, you will be asked to agree to these Terms by clicking on the ‘accept’ button where indicated. If you do not wish to accept and be bound by these Terms, you will not be able to register as a Buyer or Supplier on the Website.
Please note that these Terms apply to business customers only. If you are a consumer, please contact us.
If you wish to contact us at any time in connection with these Terms, please see our Contact Us page
“Account” means collectively the personal information, Payment Information and Credentials relating to a Buyer or a Supplier and used by that Buyer or Supplier to access and use the Premium Services through the Website.
“Buyer” means any person or entity who has registered as a Buyer on the Website for the purpose of obtaining CSI Data relating to Suppliers and for other purposes set forth in these Terms.
“Buyer Account” means any Account registered by or on behalf of a Buyer.
“Content” means Non Premium Content and Premium Content.
“Credentials” means the user name and password used, in connection with an Account, to access the Website.
“CSI Data” means data generated by PRGX in respect of Suppliers based on Supplier Data using PRGX’s proprietary processes and technologies, including without limitation a scoring matrix developed by PRGX.
“Fees” means the fees payable in respect of a Subscription by a Supplier or a Buyer, as applicable, as set out on the Website.
“Intellectual Property Rights” means trademarks, service marks, logos, goodwill, copyright, rights in software, registered designs, unregistered design rights, patents, know-how, confidential information and all and any other intellectual property rights subsisting anywhere in the world, whether or not registered and including all applications for the same.
“Non Premium Content” means any text, graphics, audio, video, data, software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, excluding Premium Content.
“Payment Information” means any data or information required for access to or use of the Premium Services, including but not limited to credit or debit card numbers, credit or debit card expiration dates, CVV codes, bank account numbers and sort codes.
“Premium Content” means any text, graphics, audio, video, data, software and any other form of information capable of being stored in a computer that appears on or forms part of the Website and which is made available only to Buyers or Suppliers who have a current Subscription, as applicable, including without limitation CSI Data relating to Suppliers.
“Premium Services” means:
(a) in respect of a Buyer, the right to access the CSI Data and other Premium Content made available to Buyers on the Website; and
(b) in respect of a Supplier, the right (i) to have the Supplier Data evaluated by PRGX and CSI Data produced relating to that Supplier and for such CSI Data to be provided to Buyers on the Website and (ii) to access other Premium Content made available to Suppliers on the Website.
“Subscription” means a right for a Buyer or Supplier to use the Premium Services for the subscription period [set out on the Website], the period of such subscription to commence on the date of registering as a Buyer or Supplier or the date of renewing such Subscription in accordance with these Terms.
“Supplier” means any person or entity registered as a Supplier on the Website who may access and use the Website in order to provide Supplier Data to PRGX for the purpose of PRGX creating the CSI Data in respect of such person or entity and displaying such CSI Data on the Website and for other purposes set forth in these Terms.
“Supplier Account” means any Account registered by or on behalf of a Supplier.
“Supplier Data” means any text or data provided by a Supplier to PRGX through the Website or by other means (including email or physical transmission).
“User” means any person accessing and using the Website.
All of the Content(with the exception of any Supplier Data) and the Intellectual Property Rights subsisting in the same is owned by PRGX or its licensors and is protected by worldwide copyright and other intellectual property laws. All branding, trademarks, service marks and logos contained in the Website are the exclusive property of PRGX or of its licensors, including the Chartered Institute of Purchasing & Supply. You agree you will not commit or permit any act, or omit to commit or permit any act that would impair or prejudice the Intellectual Property Rights of PRGX or its licensors.
- Use of the Website and Limited License
If you are a User but do not have a current Subscription as a Supplier or a Buyer, PRGX grants you a limited license to access and use the Website and the Non Premium Content only solely for your personal use, subject to the terms and conditions of these Terms.
If you are a User accessing the Website through a Supplier Account with a current Subscription, PRGX grants you a limited license to access and use the Website: (i) to provide applicable Supplier Data; (ii) to review and monitor CSI Data relating to the applicable Supplier which is made available to the User; and (iii) to access and use, solely for the internal business purposes of Supplier, Premium Content made available to Suppliers generally from time to time, such as white papers and other materials (“Supplier Premium Content”) and Non Premium Content.
If you are a User accessing the Website through a Buyer Account with a current Subscription, PRGX grants you a limited license to access and use the Website, Non Premium Content and the Premium Content made available to Buyers generally from time to time (“Buyer Premium Content”) solely for the applicable Buyer’s internal business purposes, as factors in the Buyer’s business decisions relating to Suppliers.
PRGX may change, withdraw, or discontinue access to any Premium Content in its sole discretion at any time.
No license in these Terms grants any license to make, and Users shall not make, any commercial use or any derivative use of the Website, any Content, including without limitation any resale or sublicensing of the Website or any Content.
You may not reproduce, modify, or distribute the Website or any Content in any form or manner without the prior written consent of PRGX; save that no such permission shall be necessary to print off and download extracts from the Website for your own personal, non-commercial use, provided that you do not modify any of such Content, you do not use any graphics or photographs separately from their accompanying text and you do not remove any copyright, trademark notification or other proprietary notices from such extracts.
You may not through any automated process (including by means of “bots” or “spiders”) harvest, scrape, extract, copy, access or collect any Content; provided, however, that operators of publicly available search engines may use spiders solely for the purpose of creating indices for the normal and customary operation of the search engines.
You may not use the Website or the Content for any purpose or in any manner prohibited by law. You may not use the Website or the Content for any immoral or unethical purpose, as determined in our sole discretion.
You may not circumvent, disable or otherwise interfere with any security features of the Website.
If you print off, copy or download any part of our Website or its Content in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
- Supplier Data
If you are or are acting on behalf of a Supplier, you hereby grant PRGX a perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, worldwide license to use, host, store, reproduce, modify, exploit, display, and create derivative works of Supplier Data provided to PRGX for the purpose of creating the CSI Data and making available and displaying such CSI Data on the Website.
By supplying Supplier Data to PRGX, you confirm and warrant that: (a) you have all necessary consents and authorisations to supply such Supplier Data to PRGX and to grant the licence contained herein; and (b) all such Supplier Data is complete, accurate, correct and not misleading in any way.
- Access to the Website
PRGX will use its commercially reasonable endeavours to provide Buyers and Suppliers access to the Website. However, PRGX has no control over computer networks external to PRGX’s system. In addition, access to and availability of the Website is subject to scheduled and unscheduled periods of maintenance and repair. PRGX will not be liable to you or any third party if for any reason the Website is unavailable at any time or for any period.
If you are a Supplier or Buyer, you agree to maintain the confidentiality of your Credentials. You are solely responsible for all activity occurring under or using your Credentials. In addition you agree to notify PRGX immediately if you know or suspect any misuse of, or breach of confidentiality relating to the Credentials or any other Account information. PRGX will not be liable for any loss or damage that you may incur as a result of someone else using your Credentials, either with or without your knowledge.
If you are accessing the Website through a Supplier Account or a Buyer Account, your use and access to certain areas of the Website and to the Premium Content made available to Suppliers or Buyers, respectively, is dependent upon the payment of the applicable Fees, payable to PRGX in advance.
The applicable Fees will be the Fees as set out on the Website at the time of registering for, or renewing, a Subscription as a Buyer or Supplier, as applicable.
Each Supplier acknowledges and agrees that the Fees payable upon the creation of a Subscription for a Supplier Account is solely in consideration for the evaluation, validation and processing by PRGX of the Supplier Data to formulate CSI Data for such Supplier and access to Supplier Premium Content, subject to the provisions of these Terms.
Each Buyer acknowledges and agrees that the Fees payable upon the creation of a Subscription for a Buyer Account is in consideration for the Buyer’s access to CSI Data relating to Suppliers, as well access to Buyer Premium Content, subject to the provisions of these Terms.
Please be aware that payments made for a Subscription for a Buyer Account or Supplier Account are processed by a third-party payment processor (the “Payment Processor”), and that use of the Payment Processor’s website and related services is governed by the Payment Processor’s terms and conditions, not by these Terms, and PRGX is in no way responsible or liable for the Payment Processor’s terms and conditions.
- Subscription Periods
During a Supplier’s Subscription: (a) the CSI Data for that Supplier shall be made available on the Website; and (b) the Supplier shall have access to Supplier Premium Content on the Website.
During a Buyer’s Subscription, the Buyer shall have access to Buyer Premium Content on the Website.
Upon the expiry of a Supplier’s or Buyer’s Subscription, the relevant User may either terminate its Account or renew the Subscription for a further Subscription by paying the relevant Fees.
PRGX may terminate or suspend any User’s Account and its Subscription immediately without liability if: (a) the User commits a material breach of any of these Terms; or (b) fails to pay the relevant Fees for the renewal of the Subscription.
Upon termination of a User’s Account, the User’s right to access the Premium Content shall immediately cease and, in the case of Suppliers, PRGX reserves the right to delete any CSI Data relating to that Supplier from the Website.
- Third Party Sites
The Website may contain links to a third party's websites or advertisements of third parties. The fact that such links and advertisements are posted and presented on the Website is not an endorsement or representation of any kind of those websites or their policies and practices. Such websites are not operated or monitored by PRGX, and PRGX is not responsible in any way for the policies, accuracy, usefulness, safety and practices of any such third party. PRGX takes no responsibility for any goods or services provided by any third parties. Use of such websites is subject to the terms and conditions applicable to and displayed on such websites.
Your use of the Website and the Content is at your sole risk and is provided by PRGX on an “as-is” and “as-available” basis and without any warranty or endorsement made. To the maximum extent permitted by applicable law and unless expressly provided to the contrary under these Terms, PRGX and its licensors disclaim any and all warranties, express or implied (including any implied warranties of merchantability, fitness for a particular purpose and non-infringement), in connection with the Website or the Content and your use thereof.
Whilst PRGX will try to ensure that information presented on the Website is accurate and timely, PRGX makes no warranty and give no assurance that the access to the Website or the Content will be uninterrupted, timely, secure or error-free. The security of communications sent over the internet (including by email) is subject to many factors outside of PRGX’s control. PRGX does not guarantee the security or confidentiality of any electronic communications and shall not be responsible to you for any loss or damage that you may suffer as a result of the transmission of any such communications.
The Buyer acknowledges that the CSI Data is provided for informational purposes only and is not intended to be relied upon. PRGX therefore excludes liability arising from any reliance placed on any CSI Data by you, or by anyone who may be informed of any of its contents. PRGX shall have no liability whatsoever in relation to any errors in the CSI Data resulting from any error in the Supplier Data.
- Limitations of and Exclusions to Liability
Nothing in these Terms will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c) limit any liability of a party in any way that is not permitted under applicable law; or (d) exclude any liability of a party that may not be excluded under applicable law.
The limitations and exclusions of liability set out in these Terms: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under these Terms or in relation to the subject matter of these Terms (including, without limitation, access to or use of the Website or any Content), including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
In no event will PRGX be liable to any User in respect of any losses arising out of a force majeure event or other event outside the reasonable control of PRGX.
PRGX will not be liable to any User in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
To the extent permitted by law, PRGX expressly exclude any and all liability for: (a) any loss, damage or costs, whether direct or indirect, suffered or incurred by you in connection with the use or inability to use the Website, including but not limited to any loss of or damage to your hardware, data or information; (b) any websites linked to the Website.
In no event shall the liability of PRGX or any of its licensors (including the Chartered Institute of Purchase & Supply) to any User exceed the Fees paid to PRGX for access to and use of the Website during the 12 months prior to the events giving rise to such liability.
You agree, and if you are accessing this on behalf of any entity, such entity agrees, to defend, indemnify and hold harmless PRGX, its officers, directors, employees, agents, licensors and partners from and against any and all claims, demands, damages, obligations, losses, liabilities, costs or debt, and expenses including, without limitation, legal fees and disbursements resulting, directly or indirectly, or arising from: (a) any violation of these Terms by you or such entity; (b) your (or such entity’s) access, use or inability to access or use the Website or any Content; or (e) your violation of any law or regulation. This defence and indemnification obligation will survive these Terms and your use of the Website and any Content.
- Viruses, hacking and other offences
You must not misuse the Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
By breaching the above provision, you would commit a criminal offence under the Computer Misuse Act 1990. PRGX will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of any such breach, your right to use the Website will cease immediately.
PRGX will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect or affect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted or otherwise made available on it, or any website linked to it.
- Changes to the Terms
- Governing Law
The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with laws of England and Wales without respect to its conflict of laws principles. You and PRGX agree to submit to the exclusive jurisdiction of the courts of England and Wales, although PRGX expressly reserves the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.
If you access the Website from any other jurisdiction, in which the laws governing the operation or use of websites are different than the laws of England and Wales, your usage of the Website shall nevertheless be governed by the laws of England and Wales, and that you are fully responsible for compliance with your local laws if and to the extent that such local laws are applicable.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PRGX without restriction.
Each right or remedy of under these Terms is without prejudice to any other right or remedy whether under these Terms or not.
If any provision of these Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and the remainder of such provision shall continue in full force and effect.
No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
The parties to these Terms do not intend that any term of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.