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Terms and Conditions

MORGAN FUELS & LUBES LIMITED and MORGAN FUELS IRELAND LIMITED

Terms and Conditions of Use

1. DEFINITIONS

In these Terms and Conditions of Use, unless the context otherwise requires, the following words and expressions shall have the meanings set against them:

(a) “Account” means a credit or charge account opened and maintained by the Customer with MF.

(b) “Account Limit” means the maximum debit balance permitted on the Account in the relevant currency as determined by MF and notified to the Customer from time to time.

(c ) “Agreement” means the agreement between the Customer and MF, including the Application Form, these Terms and Conditions of Use, as amended from time to time, and any ancillary forms completed at the opening of the Account or subsequently.

(d) "Card" means a charge card, or any other device and/or application, issued at any time by MF, including any charge card bearing any other organisation's motif or logo as the context requires, that enables the Customer to acquire Product from the Network and to charge the cost to the Account. By proceeding to use any Card the Customer agrees that in case of any inconsistency with any additional documentation between the parties to the Agreement such as standard terms of the Customer, these Terms and Conditions of Use shall prevail.

(e) “Customer” means the individual, firm, partnership, company, group, associate or any other entity or person to whom Cards are issued pursuant to this Agreement and includes an employee, agent or any other person acting or purporting to represent or act on behalf of the Customer.

(f) “MF” means Morgan Fuels & Lubes Limited and/or Morgan Fuels Ireland Limited.

(g) “Network” means the network of sites through which MF operates either as principal or agent in the United Kingdom, Ireland and the continent of Europe.

(h) “Product” means fuels and additives supplied by MF through the Network and all other products and services supplied by MF to the Customer including but not limited to toll payments, breakdown payments, VAT reclaims, Parking, Vehicle Washes, or similar products.

(i) “Product Price” means MF's current price of Product applicable at the date of the use of the Card including duties and taxes applicable thereto at the date of such use and any surcharge, rebate, discount or allowance agreed between MF and the Customer and applicable at the date of such use. Prior to making a purchase the Customer can request from MF the current Product Price. By the Customer using any Card they will have been deemed to have accepted the Product Price.

(j) “Service Charges” being a percentage surcharge on the turnover of the account as shown on the monthly statements. Service charges can be amended by MF at any time without notice. Prior to making a Product purchase the Customer can request from MF notification of any applicable Service Charges. By the Customer using any Card they will have been deemed to have accepted any applicable Service Charge.

(k) “Working Day” means any day from Monday to Friday inclusive which is not a Northern Ireland Public Holiday or statutory Bank Holiday.

2. CARD USAGE

(a) A Card may only be used to obtain Product from the Network subject to:

  • i. the MF Terms and Conditions of Use in force at time of use,
  • ii. the Customer being within the Account Limit set pursuant to Clause 4 hereof,
  • iii. the transaction is during the period of validity of the Card,
  • iv. the MF price applicable at date of withdrawal.

(b) MF shall be entitled to charge for the issue, replacement or renewal of any Card or for the issue of additional Cards.

(c ) Additional Cards may be issued by MF for use by any person nominated by the Customer as an authorised user on the Account expressly subject to MF’s Terms and Conditions of Use.

(d) The Customer will be strictly liable for all amounts arising from or any losses incurred by MF in connection with the use of any Card issued by MF in respect of the Account, and debited thereto, whether authorised or unauthorised (including any use in breach of these Terms and Conditions of Use which MF shall be under no responsibility to prevent).

(e) If MF shall at any time be unable either to obtain appropriate indemnity insurance cover or to maintain existing insurance cover in respect of any Customer’s Account it shall be entitled forthwith to suspend or place a ‘Stop’ on all Accounts for which that Customer has been issued with a Card by MF and on the use of all issued Cards in respect of any such Account without prior notice to the Customer (but giving the Customer notice thereof as soon as practicable thereafter) until the Account/s has/have been paid in full and/or at the sole option of MF satisfactory alternative arrangements have been entered into by the Customer for continued operation of the Account.

(f) Under no circumstances shall MF incur any liability whatsoever to the Customer as a result of the implementation of the provisions of sub-clause (e) above.

3. THE ACCOUNT

(a) The Product is chargeable at the Product Price. MF reserves the right to vary any rebate, discount or surcharge at any time.

(b) All prices are subject to all Government or other taxes, duties, levies, charges, surcharges, service charges, assessments or impositions where applicable at the appropriate rate and any variations of the same at any time shall be for the Customer’s account.

(c ) MF shall debit the Account with the amount of all drawings of Product and any other liability arising from the use of any Card issued on the Account. The Customer will be liable to pay to MF all amounts so debited.

(d) MF may levy a Service Charge on each Account and the Customer shall accept said amounts without dispute PROVIDED ALWAYS that if the Customer wishes to dispute the amount of said Service Charge they must do so within 30 days of the receipt of the first statement of account on which said Service Charge first appears and no further dispute as to the principle of said Service Charge shall be possible and its application shall be applicable for all future purchases of Product.

4. ACCOUNT LIMIT

(a) MF will set a limit on the Account (the “Account Limit”) and shall notify the Customer of same from time to time, giving thirty (30) days’ notice of any change. If at any time the outstanding balance on the Account exceeds such Account Limit, then the Customer hereby expressly authorises MF to recover any excess by immediately raising a Direct Debit for such amount to the Customer’s nominated bank account in addition to any fixed period Direct Debit mandate in force pursuant to Clause 8 hereof.

(b) Without prejudice to any other rights, MF may at any time:

  • i. reduce or withdraw credit limits;
  • ii. require payment in advance; and/or
  • iii. impose shortened payment terms.

(c ) The Customer acknowledges that the exercise of rights under this clause shall not constitute a repudiatory breach or give rise to any right of set-off or counterclaim.

5. CARD SECURITY

(a) Cards issued on the Account shall at all times remain the property of MF and must be returned to MF on demand.

(b) A 4-digit Personal Identification Number (“PIN”) will be allocated to each Card and Product may only be withdrawn from the Network by use of the PIN.

(c ) The Customer is responsible for the safe-keeping and use of all Cards issued on the Account and must ensure PINs are treated as confidential information and kept separately from each Card.

(d) If a PIN is disclosed to an unauthorised person, the Customer must immediately notify MF in accordance with sub-clause (e) below.

(e) If any Card is lost or stolen the Customer must immediately notify MF by telephone followed up by written confirmation (by e-mail, post or fax) within one (1) Working Day. Written confirmation by e-mail, post or fax will be deemed to have been sent when received by MF. No waiver of charges for unauthorised use will be given for any reason including but not limited to circumstances where:

  • i. the Customer failed to take reasonable precautions against loss or theft;
  • ii. the loss of the Card was due to the negligence of the Customer;
  • iii. the PIN code was disclosed to an unauthorised person or not kept separate from the Card;
  • iv. the Card was left in an unattended vehicle or otherwise not kept secure;
  • v. the Card is not recovered from a former employee or other person who is no longer an authorised user of the Customer;
  • vi. the Card was neither destroyed nor returned to MF upon request; or
  • vii. the Customer is in breach of any other provision of this Agreement. Subject to compliance with the above, the Customer shall remain liable for all drawings on the Card until three (3) Working Days after such notification of loss or theft is given, provided such written notification is given before 2.00 p.m. during the course of a Working Day. Any notice given outside such hours shall be deemed to have been given at 10.00 a.m. the next Working Day thereafter.

(f) MF may notify the Police if a Card is lost, stolen or misused and provide any information which it considers relevant. The Customer agrees to furnish all information in its possession as to the circumstances of the loss, theft or misuse and take all steps deemed necessary to assist with recovery.

(g) If any Card is later recovered after being lost or stolen, it should not be re-used. The Customer should immediately report its recovery to MF and return it to MF.

(h) Customers are permitted to use Cards only in accordance with these Terms and Conditions of Use or any amendments or additions to them which may be notified by MF as prescribed by Clause 14.

(i) In the event that the Customer purchases fuel using the Card at a third-party location other than a MF site then in that event a surcharge may be applied to the account based on the additional costs to MF of that third party supplier . Details of said surcharges are available on request and in using said third party supplier the Customer accepts said liability. In addition if there are any other costs or charges suffered by MF in connection with said supply then the Customer shall indemnify MF in respect thereof and they shall be charged to the Customer’s account

6. PRODUCT DELIVERY AND LIMITATION

(a) All quantities of Product withdrawn upon any Card issued by MF to the Customer and received through the use of the Card shall be deemed conclusively to have been withdrawn by the Customer and, pursuant to Clause 5, MF shall not be affected by any unauthorised use of the Card.

(b) Quantities drawn and received by the Customer shall be ascertained conclusively (except in case of manifest error) by reference to the recording devices contained in the Network dispensing equipment and in the event of failure of all such devices by reference to the Card.

(c ) Any difference or dispute relating to the quantity or quality of the Product shall be notified to MF within two (2) days of delivery and, in respect of price, within ten (10) days of the date of the invoice to which the dispute or difference relates, failing which the Customer shall be deemed to have accepted the Product and waived all recourse in respect thereof. Any dispute or difference shall not prevent payment of the invoiced sum being made by its Due Date. The Customer shall have no right to set-off any claims or to counterclaim against any other invoices unless agreed in writing with MF.

(d) Except as specified herein all conditions, warranties and guarantees, statutory or otherwise, whether express or implied, oral or written and all collateral arrangements, statements, discretions, stipulations or representations whether oral or written, express or implied, made by MF relating to the Product, its state, quality or fitness are hereby excluded so far as the law allows.

(e) MF shall under no circumstances be liable to the Customer for any indirect or consequential loss or damage, loss of profit, loss of use or production or of contracts which the Customer may suffer if it is unable to perform its obligations under this contract due (directly or indirectly) to the failure of any Network equipment, machine, data processing system, transmission or computer link, industrial dispute or anything outside the control of MF, its agents or sub-contractors.

7. RISK AND TITLE (RETENTION OF TITLE)

(a) Risk in the Products shall pass to the Customer upon delivery at the delivery point.

(b) Notwithstanding delivery and the passing of risk, title to the Products shall not pass to the Customer until MF has received in full (in cash or cleared funds):

  • i. payment for the Products; and
  • ii. all other sums which are or become due to MF from the Customer on any Account.

(c ) Until title to the Products has passed, the Customer shall:

  • i. hold the Products as bailee for MF on a fiduciary basis;
  • ii. store the Products separately from all other products so that they remain readily identifiable as MF’s property to the extent practicable;
  • iii. not remove, deface or obscure any identifying mark on or relating to the Products;
  • iv. maintain the Products in satisfactory condition and insure them against all risks for their full replacement value, noting MF’s interest where reasonably practicable; and
  • v. hold the proceeds of any insurance claim relating to the Products on trust for MF.

(d) The Customer may, in the ordinary course of its business, use or consume the Products prior to title passing, provided that:

  • i. such use or consumption shall not affect MF’s rights to payment; and
  • ii. the Customer’s authority to use the Products shall automatically terminate upon any Event of Default, as defined in Clause 10.

8. PAYMENT

(a) MF will invoice the Customer for Product purchases made at such intervals as MF at its sole discretion shall determine and will normally send to the Customer a monthly statement of invoices and amounts charged to the Account.

(b) Subject to Clause 4 above,

  • i. payment shall be made by way of direct debit from the Customer’s nominated bank account on or by the payment date/s each month agreed with the Customer (the “Due Date”);
  • ii. the Customer shall accordingly execute and maintain a valid direct debit mandate in favour of MF;
  • iii. MF may collect all sums due under the Agreement by direct debit on or after the Due Date without further notice; and
  • iv. Due Dates may only be varied, as agreed from time to time between MF and the Customer, in writing.

(c ) In the event that any payment is not made by its Due Date, MF shall be at liberty at any time at its absolute discretion to cancel any rebates and allowances applicable to Product purchases for which payment has not been made by the Due Date, and the Customer shall be liable to pay the revised Product Price for such Product purchases rather than the originally invoiced Product Price.

(d) In the event that the Customer falls outside the agreed credit terms for their Account then in that event a late payment fee of one quarter of one percent (0.25%) of the overdue balance outstanding is applied per day.

(e) If any Direct Debit instruction is not accepted on due presentation or if any payment made to the Account by cheque is not honoured upon presentation in the ordinary course of business, same shall constitute a breach of contract by the Customer on that date, the date of default, whereupon the entire Account shall immediately become due (whether due or not and whether or not invoiced) and the provisions of Clause 10 hereof shall apply.

(f) The Customer shall indemnify MF against all bank charges, fees and administrative costs arising from failed or cancelled payment instructions.

(g) If, for any reason, MF is unable to produce or send any invoice or statement, the Customer’s liability for late payment fees and any other charges, costs or expenses shall continue.

(h) Where payment of any invoice is tendered in a currency other than that appearing on the invoice MF shall convert same into the invoiced currency at the standard rate of exchange in use by MF at date of receipt or as may previously have been agreed and the Account shall be credited with the converted sum.

(i) All sums payable by the Customer to MF under the Agreement, or otherwise, shall be payable as an all-monies obligation, whether present or future, actual or contingent, and whether incurred solely or jointly with any other person.

(j) Any payment made by the Customer may be appropriated by MF towards any indebtedness of the Customer as MF determines, notwithstanding any purported appropriation by the Customer.

(k) MF’s may at any time set off any liability of the Customer against any liability of MF to the Customer, whether either liability arises under the Agreement or otherwise.

9. PERSONAL GUARANTEES

(a) Where the Customer is a company, partnership or other non-natural person, MF may, as a condition of granting or continuing credit, require one or more directors, partners or principals of the Customer (each a “Guarantor”) to enter into a personal guarantee in a form acceptable to MF.

(b) Each Guarantor shall, as a primary obligor and not merely as surety, irrevocably and unconditionally:

  • i. guarantee payment of all sums due from the Customer to MF on an all-monies basis;
  • ii. indemnify MF against all losses arising from the Customer’s failure to pay; and
  • iii. waive any right to require MF to first proceed against the Customer.

(c ) The liability of each Guarantor shall not be discharged or affected by:

  • i. any variation of the Agreement;
  • ii. any extension of time or indulgence granted to the Customer;
  • iii. the Customer’s insolvency or dissolution; or
  • iv. any unenforceability of the Customer’s obligations.

(d) Each Guarantor confirms that it has taken, or had the opportunity to take, independent legal advice.

10. DEFAULT, RECOVERY AND ENFORCEMENT OF TITLE

(a) For the purposes of this clause, an “Event of Default” shall occur if:

  • i. the Customer fails to make payment on any Account for which it has been issued with any Card by the Due Date;
  • ii. the Customer becomes insolvent, enters administration, liquidation, receivership, or any analogous procedure;
  • iii. the Customer ceases or threatens to cease trading;
  • iv. MF reasonably believes that the Customer’s ability to pay is impaired; or
  • v. the Customer is in breach of any terms and conditions of the Agreement.

(b) Upon the occurrence of an Event of Default, any licence granted to the Customer to use or consume the Products shall immediately terminate.

(c ) Upon the occurrence of an Event of Default, MF shall be entitled, without prejudice to any other rights or remedies, to:

  • i. cancel all credit terms;
  • ii. require the Customer to immediately pay all outstanding sums on its Account(s);
  • iii. terminate all Accounts for which that Customer has been issued with any Card and demand the immediate return of all Cards until the Account(s) have been paid in full;
  • iv. at the sole option of MF, agree satisfactory alternative arrangements with the Customer for continued operation of any such Account(s);
  • v. suspend or cancel any further deliveries;
  • vi. enter (or procure entry by third parties) upon any premises of the Customer or any third party where the Products are stored for the purpose of inspecting, identifying and recovering the Products, provided such entry is lawful;
  • vii. recover possession of any Products in respect of which title has not passed.

(d) The Customer irrevocably authorises MF, its employees and agents to enter its premises for the purposes set out in clause 10 (c) and shall procure that any third party with control of such premises grants equivalent access.

(e) MF shall not be liable for any damage caused in exercising its rights under this clause, save for damage caused by its negligence.

(f) The Customer shall indemnify MF against all reasonable costs, expenses and liabilities incurred in exercising its rights under this clause, including legal and enforcement costs.

(g) All extra-judicial debt recovery costs and expenses, together with VAT thereon where applicable, incurred by MF arising from or in connection with the collection of any amount which has not been paid by the Due Date or not paid in full (whether or not proceedings shall have been commenced, and whether or not costs of those proceedings are awarded against the Customer) shall be recoverable in full from the Customer on a full indemnity basis as a debt as part of MF’s claim and shall be debited to the Account. For the sake of certainty, such costs and expenses shall be assessed at the rate of fifteen percent (15%) on the first five thousand pounds sterling (£5,000) (or Euro equivalent) and ten percent (10%) on the balance showing on the Account at time of instruction combined with interest accruing due thereon at the rate of 2% per calendar month (or such other rate as MF may notify from time to time), where part of a month shall be construed as a whole month. Any payment received from the Customer or made in respect of any security shall be applied first in payment of all such charges, costs and expenses; secondly in payment of all interest due under this Agreement and thirdly towards repayment of all Product purchases.

(h) The Account shall be debited with any administrative, legal and other costs and expenses on a full indemnity basis, incurred by MF in connection with any action taken by MF to enforce any provision of the Agreement or by reason of any default or any breach of these Terms and Conditions of Use by the Customer.

(i) Under no circumstances shall MF incur any liability whatsoever to the Customer as a result of the implementation of the provisions of this Clause.

11. DATA PROTECTION

(a) Personal data processed under the terms of the Agreement shall be processed in compliance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679 (2016)) and any applicable national data protection legislation.

(b) The Customer acknowledges that in order to make credit decisions and for fraud prevention, identification purposes, debt tracing and the prevention of money laundering as well as the management of the Account MF may from time to time need to make searches about the Customer at credit reference and fraud protection agencies, who will record the search, for the purpose of providing the Customer with the service applied for.

(c ) MF may disclose information about how the Account is conducted including details of any non-payment following an Event of Default and where no satisfactory proposal for payment is received to such agencies, associates, organisations who are business partners, agents and law enforcement agencies for the purpose of fraud prevention, audit and debt collection and the information may be linked to records relating to other people and/or entities residing and/or working at the same address with whom the Customer is financially linked.

(d) Other credit grantors may use this information to make credit decisions about the Customer and people and/or entities with whom the Customer is financially associated, as well as for fraud protection, debtor tracing and money laundering purposes.

(e) By completing and signing the Application Form the Customer acknowledges and agrees that MF will be holding and using Data for the purposes set out above.

12. CONFIDENTIALITY

(a) The Customer and MF agree that by entering into the Agreement it may be necessary to provide each other with certain confidential data or information for the purpose of the subject matter of the Agreement and undertake not to use any such data or information otherwise than for the purpose of such subject matter without the prior written consent of the Party providing such data or information.

(b) This confidentiality undertaking shall survive for five (5) years following expiry or termination of the Agreement.

(c ) Notwithstanding the above, a Party receiving Confidential Information under this Agreement may disclose such Confidential Information, to that extent such Party can demonstrate (a) it was known to the Party prior to receipt or is otherwise publicly disclosed or in the public domain, (b) this is required by applicable law, regulation or governmental order or by any judgment, order, decree or award of a competent court provided that any confidential information shall only be disclosed after notification to the other Parties unless such prior notification is prohibited by applicable law, rule or regulation, or (c) it is specifically required on a need to know and/or necessary analysis basis, to its employees, officers and advisors or to its Affiliates (including those employees, officers and advisors of its Affiliates) who strictly need access to it for the purposes of the subject matter of the Agreement (the “Authorised Persons”), on the basis that they themselves are bound by a similar or equivalent confidential undertaking not to disclose the Confidential Information to any other person.

(d) Such receiving Party shall remain liable for any disclosure of Confidential Information by any of the Authorised Persons as if it had made such disclosure itself.

13. TERMINATION

(a) The Customer may terminate the contract and close the Account by giving written notice of termination to MF, but such termination shall only be effective on the return to MF of all Cards and upon the payment of all liabilities of the Customer on the Account created pursuant to this Agreement.

(b) MF may terminate the Agreement and close the Account by giving thirty (30) days’ notice to the Customer, except in the case of termination pursuant to Clause 10 following an Event of Default. On termination by MF, the Customer will remain liable for all Card transactions before or after termination, together with all interest, charges and costs incurred in connection therewith.

(c ) The obligations under the Agreement on the part of the Customer shall be continuing obligations and shall survive termination of the Agreement for any reason.

(d) Termination of the Agreement shall not affect any accrued rights or liabilities.

14. GENERAL

(a) The Customer shall immediately notify MF of any change in the Customer’s address from that appearing in the Application Form.

(b) MF may amend, vary or add to these Terms and Conditions of Use from time to time with the current version thereof being published on MF’s website (Morgan Fuels T&Cs). The Customer may terminate the Agreement pursuant to Clause 13(a) in the event that the Customer objects to amendments, variations or additions made to these Terms and Conditions of Use.

(c ) This Agreement shall constitute the entire agreement and understanding between the Parties with respect to all matters which are referred to and shall supersede any previous Agreement between the parties in relation to the matters referred to herein.

(d) If any provision of this Agreement shall be prohibited by law or adjudged by a court to be unlawful, void or unenforceable such provision shall to the extent required be severed here from and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of same.

(e) Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, or strikes (a 'Force Majeure Event'). The party affected by a Force Majeure Event shall notify the other party within five (5) days of the event and shall make reasonable efforts to resume performance.

(f) The Agreement is entered into for the sole benefit of the Customer and MF and their Affiliates which shall be entitled to enforce the rights and benefits conferred upon it and in no event shall the Agreement be enforceable solely by any person who is not a party to such Agreement.

(g) Any person signing this Agreement on the Customer’s behalf expressly warrants that he/she is duly authorised to do so and understands and accepts that if it later transpires he/she was not so authorised he/she will become jointly and personally responsible to MF for all liability arising as a result of the use of the Account.

(h) For the avoidance of doubt, where the Customer is a partnership the term Customer shall refer to any of the partners as well as all of them, and each partner is responsible separately as well as collectively to MF for all liability arising as a result of the use of the Account.

(i) MF will impose a cover charge in accordance with our normal charging schedule in force from time to time for the issue of any duplicate or copy receipt requested from a site.

(j) MF will impose a cover charge in accordance with our normal charging schedule in force from time to time per page for each duplicate copy of a Drawing Sheet and/or Statement.

(k) By completing, executing with an ‘e-signature’ and submitting any on-line Application Form to open an Account the Customer confirms that all provisions of these Terms and Conditions of Use of MF as supplied are acceptable and also agrees that the said Application Form and these Terms and Conditions of Use form part of the Agreement between the parties.

(l) Where the Customer completes an Application Form on-line to open an Account with MF, it is hereby mutually agreed by and between the parties hereto that the provisions of Regulations 9(1), 9(3), 11(1) and 15 of Directive 2000/31/EC (the e-Commerce Directive) shall not apply to any Agreement formed which is based on MFs’ Terms and Conditions of Use.

(m) The Customer shall have had time to consider these Terms and Conditions of Use, as published on MF’s website (Morgan Fuels T&Cs) prior to completing the on-line Application Form and MF recommends that the Customer seeks independent legal advice before entering into any Agreement based on same. Upon receipt of an on-line Application Form, MF shall proceed to process the Application and any Agreement subsequently entered into by MF is on the basis that the Customer has sought and obtained legal advice.

15. LAW & JURISDICTION

(a) The Agreement shall be governed by and construed in all respects in accordance with Northern Ireland law.

(b) In relation to any legal action or proceedings to enforce any provision of the Agreement or arising out of or in connection with the Agreement (‘Proceedings’) each of the parties submits to the jurisdiction of the courts of Northern Ireland provided that nothing contained in the Agreement shall be taken to have limited the right of MF to bring Proceedings in any other jurisdiction or jurisdictions whether concurrently or not. It is hereby expressly agreed that the place of performance of the obligation in question in respect of the Agreement is Newry, County Down, United Kingdom.

(c ) Where the Customer resides or carries on business outside Northern Ireland, the Customer hereby irrevocably agrees that any Proceedings issued out of the said courts may without prejudice to the rules of service of such courts be served by delivering same in an envelope addressed to the Customer at the address set out in the Application Form or at such alternative address as may have been notified to MF under Clause 14 (a) above.

(d) The person signing the Agreement warrants that he/she has read and fully understands these Terms and Conditions of Use, and by operating the Account and using any or all Cards issued in connection therewith accepts both for themselves and the Customer (where they are not one and the same) that these Terms and Conditions of Use are reasonable in all respects.