Last updated: January 06, 2025

EMSURGE TERMS OF USE

For your convenience we have split these Terms into five parts:

Introduction to the emsurge network gives a broad overview of what our platform is.
Key Points.
Part 1 addresses who the parties to these Terms are, and how these Terms work.
Part 2 sets out the features and main operational aspects of the Emsurge Network and how they relate to your legal rights; and
Part 3 contains other legal terms which form part of the Terms.

1. Introduction to the emsurge network

We provide our platform online at trade.emsurge.com to let inter-dealer brokers and traders connect with each other (the “Emsurge Network“). When providing the Emsurge Network we want to ensure that you and other users use it as we would wish and as helps us keep it available for you. To assist with this we ask for these terms of use (“Terms”), and our Privacy Policy (the “Privacy Policy”), to be accepted and agreed.
In these Terms “Emsurge”, “we”, “us” and “our” mean Emsurge Limited, a company incorporated in England and Wales under company number 11236705, VAT number GB 308 1209 36 and whose registered office is 1 Garrick Close, Hersham, Walton-On-Thames, KT12 5NY.
To contact us, please email support@emsurge.com.

KEY POINTS

2. Roles

The various roles on the Emsurge Network are as follows:

“Customer” means the organisation that agrees to these terms through using the Emsurge Network, and / or through entering into a membership form with Emsurge;
“Administrator” means the User which is the controller of a Customer account, created for administration purposes, including the management of the Customer’s Users;
“Trader” means a User which has the authorisation to present Orders and respond to Orders on the Emsurge Network;
“Broker” means a Customer which is a broker and is therefore able to request to Emsurge for non-Broker Users to have access to its “Broker Emsurge account”; and
“User” means an individual which has a login to the Emsurge Network, in association with a Customer.

3. Nature of the Platform

Emsurge is responsible for running the infrastructure of the Emsurge Network in accordance with these Terms. Other Users however create the content on the Emsurge Network including their Orders. Users are responsible for the content which they upload to the Emsurge Network, and not Emsurge. Where there are disputes between Users regarding content on or submissions to the Emsurge Network, this should be resolved between the relevant Users.
Please note that, when a User uses the Emsurge Network to enter into arrangements with Customers or third parties, Emsurge has no control or responsibility over such arrangements and Emsurge accepts no liability whatsoever in respect of such arrangements, including in respect of any goods or services provided by or to Users and/or Customers as a result of such an arrangement.
The use of the Emsurge Network is at the users’ own risk. The Emsurge Network is provided on an “as is” and “as available” basis. To the fullest extent possible under applicable law, Emsurge gives no representation, warranty, condition or other term, whether express or implied or statutory, as to the quality, content and availability or fitness for a specific purpose of the Emsurge Network or the content on it.

PART 1: THESE TERMS

4. Agreeing to these Terms

These Terms are entered into by Emsurge and the Customer. Emsurge provides the Emsurge Network in consideration of your Content and Order submissions to the Emsurge Network, and of any applicable fees.
Where these Terms set out requirements for Users, it is the responsibility of each Customer to ensure that it, and all of its Users, comply with such requirements.
A Customer or User should not agree separate terms of use of the Emsurge Network with a Broker that conflict with these Terms. Any agreement between a Customer or User, and a third party, shall not release such Customer or User from their obligations under these Terms.
In accepting and agreeing to these Terms the Customer undertakes, represents and warrants that any registration information it or its Users submit to Emsurge is true, accurate and complete and that it will be maintained at all times.
The Customer should not permit any of its Users to access or use the Emsurge Network if it does not agree to any of these Terms. Users may then use the Emsurge Network in accordance with these Terms only.
Emsurge reserves its sole discretion as to the Users, and in particular Traders, which it allows to participate in the Emsurge Network.

5. Variants

From time to time at our own discretion Emsurge may vary these Terms. All such variations shall become effective when they are notified on the Emsurge Network. Customers must review these Terms for variations. If a Customer disagrees with any variation of these Terms, it should not make any further use of or access the Emsurge Network. By continuing to use the Emsurge Network following any variation Customers are indicating their acceptance of the varied Terms.

PART 2: OPERATION OF THE EMSURGE NETWORK

6. Services

Emsurge shall, during the term of these Terms, provide Users with access to the Emsurge Network, subject to the terms of these Terms.
Administrators can disable their Customer’s Users, and request changes to the membership tier of its Users. The rights and privileges of a User on the Emsurge Network (including the ability to write Content, to trade, and to view certain Content by other Users) depend on the membership tiers of the relevant User which are governed by these Terms.
The extent to which User Content and submissions are visible to other users is controlled through each User’s activity on the Emsurge Network and account settings (the “Settings”). Guests, and other Users associated with Brokers, should note that their Content and submissions will be available to their associated Broker and that the visibility of their actions to other Users may depend on the settings of the Broker. An Order submitted by a Trader to a Broker may be captured and viewable by other Traders the Broker has permitted to use its Broker Emsurge account.
An Administrator’s or Users request to change their Settings or level of access constitutes agreement by the Customer to the impact of such change.

7. User Interactions

Users are associated with one Customer. Each Customer may have one or more entity that its Users are permitted to act on behalf of. A Customer may be affiliated with and have access to zero or any number of Venues on the Emsurge Network. Users’ activity on the Emsurge Network is directed through its Customer’s entities. In this regard the Emsurge Network operates as a means of communication between Users on behalf of Customers and Brokers. Such communications, and the arrangements which arise through them (including for the avoidance of doubt, any fees), are subject to the terms of business between those parties. These Terms apply as between Emsurge and each Customer, but Emsurge is not a party to the arrangements or contracts which may arise between Customers and/or Brokers (whether on or off the Emsurge Network).
The primary function of the Emsurge Network is to enable Users to view information and exchange information with other Users. A feature of this is that Traders have the opportunity to use features of the Emsurge Network to present trade opportunities in Liquefied Natural Gas, commodities and other similar products (each an “Order”) to other Users and third parties who are not on the Emsurge Network. Traders should only raise Orders which they are prepared to honour. Unless expressly set out otherwise by the relevant Trader, an Order: (a) is an invitation for the party receiving the Order to enter a dialogue regarding potential future arrangements, to which additional terms may apply; (b) is not, and should not be interpreted to be, an offer to enter into a contract; and (c) remains subject to contract.
Where a Trader elects to counter an existing LNG Order on the system (a “Counter Order”) an associated term sheet is created. Term sheets can be marked as ‘Traded’. You acknowledge that Emsurge has no control or responsibility regarding the accuracy of such markings and that any such markings may not accurately reflect the status of any such arrangement. The ability to mark a term sheet as “Traded” is designed to release the post trade functionality (which Users must subscribe to) that enables the internal tracking of post trade work flows and nominations.
Customers acknowledge that, in the event that a User initiates or facilitates an arrangement, including through messaging, the sharing of Orders or the marking a term sheet as “Traded”, with another User, or other third party with access to the Emsurge Network via a Broker, we have no control or responsibility and we accept no liability whatsoever in respect of that arrangement (including in respect of any goods or services provided as a result of such an arrangement). For the avoidance of doubt, this includes any contract for sale, purchase, option, future rental, borrowing or other transaction (whether or not involving the exchange of money) that its Users enter into with third parties which are prompted by or otherwise arise as a result of use of the Emsurge Network.
Emsurge will not be responsible for dealing with any queries and complaints in relation to any arrangements which are made or concluded between Customers and/or Users – such queries and complaints should be directed to the relevant third party.

8. Control over content

The Emsurge Network allows Users to contribute, view and export information, data, text, or other materials (“Content”) to the Emsurge Network, depending on the type of account held by a User and membership enhancements subscribed to. Users are responsible for only creating Content that complies with these Terms.
Users retain ownership of all rights, including intellectual property rights, in the Content they post, upload and/or contribute to the Emsurge Network.
The Customer grants, and shall procure that its Users grant, Emsurge a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, worldwide licence to use, store, distribute, publish, reproduce and process:
1. subject to clause 1.1, Content; and
2. any feature suggestions or ideas that its Users make to Emsurge, however such publication and distribution shall be on an indemnity basis, in each case, solely in respect of the Emsurge Network.
Any use of Content by Emsurge which is not solely in respect of the Emsurge Network, or otherwise permitted in accordance with these Terms, shall require the consent of the Customer (and/or the relevant User).
The Customer represents that it owns or otherwise has all necessary rights to any Content its Users upload and/or contribute to the Emsurge Network, and that such Content does not violate these Terms, applicable law, or the intellectual property rights of others and that it shall be responsible for loss or damage suffered by Emsurge as a result of such Content that its Users upload and/or contribute to the Emsurge Network that does not comply with these Terms.
Customers shall, and shall ensure that its Users shall, comply with their obligations under the data protection legislation (as defined in clause 20.1) in respect of their use and Emsurge’s use (in accordance with these Terms) of any personal data on the Emsurge Network, whether or not such personal data belongs to a User, on the Emsurge Network.
On acceptance of and subject to these Terms, we grant a limited, revocable, non-exclusive, non-sublicensable and non-assignable licence access and view the Content of other Users within the scope of normal use of the Emsurge Network during the term of these Terms.
Emsurge does not monitor, review, or edit Content, but reserves the right to remove or disable access to any Content for any or no reason, including but not limited to, Content that in Emsurge’s sole discretion violates these Terms. Emsurge may take these actions without prior notification.
Users understand that by using the Emsurge Network they may be exposed to Content that is offensive, indecent or objectionable. Emsurge is not responsible for Content nor does it endorse any opinion contained in Content. Under no circumstances will Emsurge be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Emsurge Network.
If a Customer believes that any Content infringes its rights, the rights of any User or the rights of any other Customer, under applicable law, please contact us at support@emsurge.com.
Customers acknowledge and agree that Emsurge may preserve Content and may also disclose Content if required to do so by law, or in the good faith belief that such preservation or disclosure is reasonably necessary to:
1. comply with legal process;
2. enforce the Terms;
3. respond to claims that any Content violates the rights of third parties; or
4. protect the rights, property, or personal safety of Emsurge, other Customers, Users and the public.

9. CONFIDENTIALITY

Customers acknowledge that the Content of other Customers and Users is confidential, and neither Customers nor Users shall at any time disclose to any person any confidential information from the Emsurge Network except as expressly permitted by the relevant Customer or User, or as required by the law, a court of competent jurisdiction or any governmental or regulatory authority.
Customers are responsible for its Users use of any Content of other Customers and Users outside of the Emsurge Network. In particular, Customers are responsible for ensuring that any such use by it or its Users of such Content does not breach the confidentiality rights of any third party, and is in accordance with any agreement which it, or its Users has with third parties regarding disclosure of information and Content.

10. EXPECTED BEHAVIOURS

Customers agree to use, and to ensure that its Users use, the Emsurge Network in a diligent, proper and lawful manner and to ensure that such use does not violate any applicable local, state, national or law or any rights of third parties (including trade mark, trade secret, copyright or other proprietary rights). Emsurge reserves the right to revoke or suspend access to the Emsurge Network in respect of any Users and/or Customers who violate, or we suspect to have violated, these Terms, in particular, clauses 10 (m), (n), (p) and (q). In particular, Users shall not:

Identity

attempt to use multiple identities or create multiple Emsurge accounts;
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity on the Emsurge network;
share logins or access to the Emsurge Network with other people;
attempt to transfer an account on the Emsurge Network or any part of it to another person;

Content

upload, post, email, transmit or otherwise make available any Content that: is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; is inaccurate, misleading, fraudulent, libellous, defamatory; is not accurate, truthful, current, complete and fit for purpose; discloses personal information of any person without their consent; discloses sensitive personal data (as defined in the data protection legislation set out in clause 20.1) whether or not without consent; Safety
share their password to the Emsurge Network. Users must ensure that their password to the Emsurge Network is secure, private to them, and that they change it regularly;
“stalk” or otherwise harass any other Users; Technical
forge headers or otherwise manipulate any content transmitted through the Emsurge Network in order to disguise its origin;
upload, post, email, transmit or otherwise make available on the Emsurge Network any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Emsurge Network or servers or networks connected to the Emsurge Network, or disobey any requirements, procedures, policies or regulations of networks connected to the Emsurge Network;
modify, translate, create derivative copies of or copy the Emsurge Network, in whole or in part, or combine or merge the Emsurge Network with any other object code or program;
reverse engineer, decompile, disassemble or otherwise reduce the object code of the Emsurge Network to source code form; Advertising
upload, post, email, transmit or otherwise make available on or to the Emsurge Network, any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or other equivalent form of solicitation; Commercial
copy or recreate any part of the Emsurge Network;
develop or promote any software or service that competes with, or is similar to, or that imitates, the Emsurge Network, or its content, features or functionality; General
otherwise act in a manner that negatively affects other Users ability to engage in real time exchanges; or
collect or store personal data about other Customers or Users in connection with the prohibited conduct and activities set forth in paragraphs above.

PART 3: OTHER LEGAL TERMS

11. STORAGE

The Emsurge Network is not a storage service, and should not be used as one. Customers are expected to take regular back-ups of all data and material they, or their connected Users may require a copy of in relation to the Emsurge Network. In the event of any loss or damage to data or materials, the sole and exclusive remedy shall be for Emsurge to use reasonable commercial endeavours to restore the lost or damaged data or materials from any the latest backup of such data or materials, where such a back-up exists. We may introduce new features which result in the permanent non-availability of data.
Emsurge shall not be responsible for any loss, destruction, alteration or unauthorised access to or disclosure of Customer or User data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to User or Customer data maintenance and back-up).

12. AVAILABILITY

Customers, and not Emsurge, are responsible for any equipment including computer devices and communications connections and/or subscriptions necessary to access the Emsurge Network.
We will make reasonable efforts to keep the Emsurge Network available, however, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Emsurge make no guarantees of availability as temporary interruptions may arise due to technical difficulties or planned maintenance from time to time.
Emsurge reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Emsurge Network with or without notice, and Customers understand and agree that Emsurge shall not be liable for any interruption, modification, or discontinuation of the Emsurge Network or any function or feature thereof.

13. INTELLECTUAL PROPERTY RIGHTS

Emsurge and any third party licensors of Emsurge retain all right, title, ownership and interest in and to:
1. the Emsurge Network, including, without limitation, all data, information (other than data and information that Users provide which we may use in accordance with these Terms), content (other than Content) and materials provided on or through, and the business process, procedures, methods and techniques used in or in connection with, the Emsurge Network; and
2. all patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognised anywhere in the world in relation to the Emsurge Network.
All rights not expressly granted in these Terms are expressly reserved by Emsurge and its licensors.

14. THIRD-PARTY CONTENT AND LINKS TO and from THIRD-PARTY WEB SITES

The Emsurge Network may contain third-party owned content and links to other websites (“Linked Sites”). Emsurge does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites. In addition, Linked Sites are not under the control of Emsurge, and Emsurge is not responsible for the content or privacy practices of the Linked Sites, including, without limitation, links contained on Linked Sites or any changes or updates to Linked Sites.
Emsurge respects the intellectual property rights of others, and we ask Customers and Users to do the same. Emsurge has no responsibility for content on other websites that can be found or accessed when using the Emsurge Network. Material available on or through other websites may be protected by copyright and the intellectual property laws of any country. The terms of use of those websites, and not the Terms of Emsurge, govern use of that material.

15. REPRESENTATIONS AND WARRANTIES

To the fullest extent possible under applicable law, Emsurge gives no representation, warranty, condition or other term, whether express or implied or statutory, as to:
1. the Emsurge Network being secure of free from bugs and viruses.
2. the non-infringement by: (i) the Emsurge Network; (ii) any Content; or (iii) any Linked Sites; or (iv) any other product or service advertised or offered by a third party on or through the Emsurge Network or any hyperlinked website, or featured in any banner or other advertising (“Third Party Content”), of any third-party rights of any kind. In addition, Emsurge does not warrant, endorse, guarantee or assume responsibility for any Content or Third Party Content, none of which is intended to be advice or relied on as such.
No support is offered in relation to the Emsurge Network, except as expressly set out in the Platform Documentation.
Customers agree that Emsurge is not responsible or liable for any transaction with third-party providers advertised or made available on or through the Emsurge Network. As with any purchase of a product or service through any medium or in any environment, Customers and Users should use their judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained from Emsurge shall create any warranty or representation on behalf of Emsurge in this regard.

16. LIABILITY

In no event shall Emsurge, its affiliates, officers, directors, employees, licensors or business partners be liable for any direct, indirect, incidental, special or consequential damages, or for any loss of profit, business, revenue, goodwill, data, or pecuniary loss arising out of the use of or inability to use the Emsurge Network (including but not limited to its content), or any Orders, Content or any Third Party Content, even if Emsurge has been advised about the possibility of such loss, and including any damages resulting therefrom. Customers understand that Emsurge has no ability to control any Third Party Content, and Customers agree that Emsurge assumes no responsibility or liability for any Third Party Content.
Customers agree that, to the extent permitted by applicable law, the sole and exclusive remedy for any problems or dissatisfaction with the Emsurge Network or Content is to stop using the Emsurge Network. In no event shall Emsurge be liable to any Customer or User for any more than the total amounts the relevant Customer has paid to Emsurge.
Nothing in these Terms removes or limits Emsurge’s liability for fraudulent misrepresentation, death or personal injury caused by its negligence.

17. LEAVING THE EMSURGE NETWORK

At any time, if Emsurge considers that an User should not have access to the Emsurge Network or an User chooses to leave the Emsurge Network:
1. we may immediately cease providing access to the Emsurge Network;
2. Emsurge may destroy or otherwise dispose of any of Content provided in respect of these Terms in its possession; and
3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

18. INDEMNITY

Customers agree to indemnify and hold Emsurge, and its affiliates, successors, assigns, officers, directors and employees, harmless, to the extent permitted by applicable law, from and against any claims, damages, losses, liabilities, judgments, settlements, costs and expenses, including reasonable professional legal advisers’ fees (on a solicitor – client basis) which arises from or relates to their: breach or alleged breach of these Terms; use of the Emsurge Network; violation of any applicable laws or of any rights of others (including, without limitation any third party right or right of Emsurge, including, without limitation, any intellectual property or proprietary right).

19. ANTI-BRIBERY AND CORRUPTION

Emsurge agrees and undertakes to comply with all laws applicable to these Terms including all relevant anti-bribery/anti-corruption laws.
Emsurge represents, warrants and undertakes that it shall not, nor shall any of its officers, employees, shareholders, representatives or agents, directly or indirectly:
1. make or offer any payment, gift or other advantage with respect to any matters which are the subject of these Terms which would: influence, or would be intended to influence, any person to act in breach of an expectation of good faith, impartiality or trust, or reward; be considered by a reasonable person to be unethical, illegal or improper; or violate any anti-corruption laws or regulations applicable to the parties to this agreement;
2. share any fees, commission or other reward paid to it by the Customer with any public official; or
3. engage in other acts or transactions in violation of or inconsistent with the anti-bribery or anti-corruption legislation of any government including the UK Bribery Act 2010.
In particular, Emsurge represents and warrants that it has not made or offered any payment, gift or other advantage to government officials, officers or employees or other person which would be inconsistent with or contravene any of the above-referenced legislation.
Emsurge represents and warrants that it has in place appropriate anti-corruption systems and controls such as are reasonably likely to be regarded as constituting “adequate procedures” for the purposes of section 7 of the UK Bribery Act 2010.

20. DATA PROTECTION

For the purpose of these terms “data protection legislation” means: (a) Regulation (EU) 2016/679, ‘General Data Protection Regulation’, (‘GDPR’) or equivalent legislation; (b) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (c) all other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy or electronic communications, in each case as amended, extended or re-enacted from time to time and all orders, regulations, statutes, instruments and/or other subordinate legislation made under any of the above in any jurisdiction from time to time.
Notices. All notices, requests, complaints and other correspondence with Emsurge should be sent to us either by email to m@emsurge.com.
Assignment. We may transfer our rights and obligations under these Terms to another organisation and will provide you with notice in writing if this happens. You may only transfer your rights or obligations under these Terms to another person if we agree in writing.

21. ENTIRE AGREEMENT

These Terms constitute the whole agreement between the Emsurge and Customers relating to its subject matter and supersedes and extinguishes any prior agreements, undertakings, representations, warranties and arrangements of any nature. Unless otherwise expressly agreed in writing these Terms apply in place of and prevails over any terms or conditions contained in or referred to in correspondence or elsewhere or implied by trade, custom or course of dealing. Nothing in this clause 20.4 shall limit liability for any representations made fraudulently.

22. BENEFITS

The rights, powers, privileges and remedies provided under any provision of these Terms or provided by applicable law or otherwise (“Benefits”) are cumulative and are not exclusive of any Benefits provided under any other provision of these Terms or in any other way. No failure to exercise or any delay in exercising by any party of any Benefit shall impair or operate as a partial of full waiver of that Benefit. No single or partial exercise of any Benefit shall prevent any further or other exercise of that Benefit.

23. INVALIDITY

If any provision of these Terms shall be held to be illegal, void, invalid or unenforceable under the applicable laws of any jurisdiction, the legality, validity and enforceability of the remainder of these Terms in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of these Terms in any other jurisdiction shall not be affected.

24. THIRD PARTY RIGHTS

A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or other analogous law in any jurisdiction from time to time to enforce any term of these Terms.

25. RELATIONSHIP OF THE PARTIES

Unless expressly provided to the contrary in these Terms nothing in these Terms shall constitute or be deemed to constitute a partnership, joint venture or agency between the parties and neither party shall have any authority or power to bind, contract in the name of or create a liability for or against the other.

26. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the laws of England. In relation to any legal action or proceedings to enforce these Terms or arising out of or in connection with these Terms or use of the Emsurge Network the parties irrevocably submit to the exclusive jurisdiction of the courts of England.

Terms and Conditions