TERMS OF USE

Welcome to TradeTrust, a marketplace for new, refurbished and used mobile phones and electronics. These Terms of Use (further, the “Terms”) set out the terms and conditions under which You may access and use:

  • all services provided by TradeTrust and available on and/or through the Site; 
  • the Platform; and/or
  • the Services.

By using our Site, Platform or availing of any of the Services on our Site or Platform, you agree to be bound by these terms and conditions and your acceptance of these terms and conditions is deemed to occur whether or not you set up a User account.

When using our site, you must comply with the provisions of our acceptable use policy.

Our Site is operated by gsmExchange.com Limited trading as TradeTrust, a limited liability company incorporated under the laws of the Republic of Ireland with registration number 339239 and with its registered office at 5 The Orchard, Oldtown, Co. Dublin (together herein referred to as "TradeTrust", "we", "our", "us"). 

 

1. Definitions and Interpretation 

1.1. Definitions. The definitions in this condition 1 shall apply in these terms and conditions and have the following meanings:

Buyer

any User that places an Order for Product(s) with a Seller;

Contract

a contract for the sale and purchase of Products between a Buyer and a Seller on the Platform, as described in condition 6;

Logistics Fee

the delivery fee chargeable by a Logistic Service Provider;

Logistics Service

Provider

 

means the delivery or logistics service provider engaged by the Seller to deliver the Products;

Notification

any notice to a User whether by way of electronic notification, message, announcement, statement or clarification, including messages to the User's Account, to a User’s messaging apps (such as WhatsApp, Facebook, and/or others) and email messages sent by TradeTrust to inform the User about the status of an Order, Sales Notice or delivery information;

Order

an order by a Buyer to buy Products which are the subject of a Sales Notice;

Payment Provider

the Platform’s external payment service provider MangoPay S.A. which shall process a Buyer’s payment;

Payment Request

a request for payment sent to the Buyer under condition 6 which contains the Sale Price, Service Fee, Logistics Fee and any other applicable fees chargeable in respect of an Order,

Platform

the marketplace platform available on the Site which facilitates (i) the exchange of information about Products between Users who wish to buy and/or sell, and (ii), the entering into of Contracts;

Products

any mobile or electronic device, related equipment and products and any other categories of Products which are listed on the Platform;

Sales Invoice

the invoice which issues to a Buyer from a Seller which contains the Sale Price, the Logistics Fee, VAT and any other applicable duties or fees in respect of an Order;

Service Fee Invoice

the invoice which issues to a Seller from TradeTrust for the Service Fee under condition 6.5;

Sale Notice

a notice posted by a Seller to sell Product(s) on the Platform and every Sales Notice shall include the Product’s description, the Sale Price, and any other relevant terms and conditions of sale;

Sale Price

means the price of the Products for sale in a Sales Notice;

Seller

a User that sells Product(s) to a Buyer;

Services

the services available on the Platform from time to time including the Trading Floor;

Service Fee

the fee payable to TradeTrust for each Contract.

Trading Floor

the trading interface available on the Platform which allow Users to trade, sell and purchase Products;

Trading Floor

Rules

the rules of the Trading Floor which are available on the Site;

User

any person that has successfully registered an account on the Site;

User Account

means the account set up by a User in accordance with condition 5;

VAT

value added tax.

 

1.2. Interpretation:

1.2.1 Words importing the singular shall, where the context so admits or requires, be deemed to include the plural and vice versa.

1.2.2 References in these Terms to any statute or any statutory provision shall include any statute or statutory provision which now or at any time in the future, amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute.

1.2.3 Clause and schedule headings in these Terms are included for convenience only and shall not affect the construction or interpretation of the Terms.

1.2.4 References to persons shall include associations or bodies whether or not incorporated.

1.2.5 For Your convenience, the definition and their meaning have been clarified both in the Definition Section and in the texts of these Terms and the Agreement. If there is any conflict or inconsistency between the definitions and their respective meanings, the definition shall be interpreted in line with the textual context.

1.2.6 Reference to these Terms includes any document or schedule referred to herein including but not limited to the acceptable use policy, the privacy policy, the Trading Floor Rules. 

 

2. Your Status

2.1. By accessing or using the Services or the Platform You warrant:

      a) as an individual that You:

            i) are at least 18 years old; and

            ii) are legally capable of entering into binding contracts;

      b) as a corporation that You;

            i) have the authority to bind the legal entity to these terms and conditions; and

            ii) such legal entity is duly incorporated and in good standing; and

            iii) such legal entity is capable of entering into binding contracts.


2.2. Changes to the Terms. TradeTrust reserves the right to make amendments to these Terms from time to time, without prior notice. Any updated terms will be posted onto the Site following such amendments.

2.3. Additional Agreements. You may be required to enter into a separate agreement(s), whether online or offline, with TradeTrust for any Service or its features (further, the“Additional Agreement”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to the matters concerned in the Additional Agreement. You will be notified in advance and provided with a copy of any Additional Agreement.

2.4. Third Parties Rules. Some services, features or products provided and available on and/or through the Platform, such as, but not limited to, payment provider services and delivery services, are provided by third parties and are subject to their own terms and conditions as well as privacy policies and other regulations (collectively the “Third Parties Rules”). By using such services, features or products, You signify that You have read, understood, and agree to be bound by applicable Third Parties Rules. If You do not accept such Third Parties Rules, you understand that the TradeTrust will not be able to provide you with certain third party services and that TradeTrust will not be liable for such non provision. Any Third Parties Rules do not form part of these terms and conditions and You acknowledge that TradeTrust has no responsibility or input into same.

2.5 The Seller undertakes not to attach any advertising to the shipped products for themselves or for anyone, in any form whatsoever (for example: business card, brochure, flyer, sticker ...). The Buyer's contact details must be used only for the purposes of executing the order and the related legal obligations. Any other use, rental, sale, resale or copy by the Seller is expressly prohibited.

 

3. TradeTrust Status

3.1. Role of TradeTrust.

      3.1.1 Through the Platform, TradeTrust provides Users with the electronic infrastructure to (i) exchange information about the Products; and/or (ii) allow Users to buy and sell such Products, and (iii) enter into Contracts.

      3.1.2 You acknowledge that TradeTrust is not a party to a Contract between a Buyer and a Seller and does not represent either Seller or Buyer in such Contracts. TradeTrust does not buy, sell or exchange any of the Products displayed on the Platform (nor does it purport to do so).

      3.1.3 TradeTrust does not provide and is not involved in any activities aimed at advertising, presenting, marketing or promotion of any Products.

      3.1.4 Nothing in these Terms shall be construed as any representation by TradeTrust in respect of any of the Products and Users acknowledge and agree that as the Platform hosts third-party content, TradeTrust does not control and shall have no liability whatsoever in respect of the Products or the ability of a User to enter and completion any Contract.

 

4. The Services

4.1. TradeTrust Services.

The Services on the platform allow Users to:

      a) place information about Products and post Sales Notices;

      b) place Orders;

      c) enter Contracts for the purchase and delivery of Products;

      d) make payments through the Platform using the Payment Provider;

      e) receive Notifications;

      f) receive information about the counterparty to a Contract.

4.2. Provision of Services. TradeTrust shall:

      a) make the Services available to a User pursuant to these Terms;

      b) provide applicable standard support for the Services to You at no additional charge and/or upgraded support; and

      c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which TradeTrust shall give advance Notification on the Site); and (ii) unavailability of the Services caused by circumstances beyond TradeTrust’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, pandemic, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack which hinders TradeTrust’s ability to provide the Services.

4.3. No Warranty or Representation. TradeTrust does not give any warranty or representation that a particular Service or feature or function of the Platform or Services will be uninterrupted or error free. TradeTrust may in its sole discretion, limit, deny or create different levels of access to Users of the Site, Platform or any Services (or any features within the Services).

4.4. Technical Requirements. Some of the Services may be available to You through a compatible desktop or mobile device and may require Internet access and/or additional software to be installed. You acknowledge and agree that You are solely responsible for these technical requirements in respect of availability of the matters in these Terms.

4.5. Updates to the Services.

4.5.1 TradeTrust may in its sole discretion and at any time update or modify the Services, discontinue (temporarily or permanently) providing the Services or any part thereof, for any reason including but not limited to technical reasons, security issues, legal requirements or business reasons, with or without notice to You.


4.5.2 TradeTrust may perform maintenance of the Services from time to time which may result in interruptions, delays or errors in the Services. You acknowledge and agree that any maintenance, modification, suspension or termination of the Services may be effected without prior notice (save for planned downtime under condition 4.2(c)).

 

5. Account Registration & Termination

5.1. Registration. You may register a User Account in accordance with the procedures established by TradeTrust on the Site. By submitting Your application for registration, You represent and warrant to TradeTrust that all information submitted is true, accurate, current and complete. TradeTrust may ask You to provide additional information from time to time at its discretion. TradeTrust reserves the right to refuse Your registration without giving a reason.

5.2. Account. If Your application is accepted, TradeTrust will establish Your User Account and You will be assigned a User identification and password for log-in access to Your Account (collectively, the “Credentials”).

5.3. Security. You are obliged to keep Your Credentials safe and should not disclose, transfer, sell or otherwise make the Credentials familiar to any other person. It is Your sole responsibility to control the dissemination and use of Your Credentials and control access to and use of Your Account. TradeTrust is not responsible or liable for any loss or damage arising from Your failure to comply with this condition 5.3. You agree to immediately notify us of any unauthorized use of Your Credentials or any other breach of security.

5.4. Termination of the Account.

      5.4.1 You may terminate Your Account at any time except in respect of any ongoing Contracts of which you are a party.

      5.4.2 TradeTrust may suspend, block or terminate an Account at any time by giving no less than 3-hours Notification to the User, provided always, that prior Notification is not required if:

            a) in TradeTrust's determination, there is any breach of the provisions of the Agreement by the User; or

            b) TradeTrust has reasonable grounds to suspect that information provided by the User is untrue, inaccurate or is not current or complete; or

            c) TradeTrust believes that the User's actions may cause financial loss or legal liability to such User, TradeTrust or other Users,

SUBJECT TO THE FOLLOWING, that if TradeTrust exercises its rights under this condition and a User whose Account is blocked is party to an ongoing Contract, then such User is obliged to notify TradeTrust within 24 hours to facilitate completion of the Contract. Any blocking/suspension/termination of an Account does not affect the validity of the Contract and does not validate termination by either party to it.

 

6. How the Contract is formed

6.1. Application and formation

      6.1.1 After a Buyer places an Order, the Buyer will receive an e-mail from the Platform acknowledging that the Order has been received. Please note that for Buyers this does not mean that Your Order has been accepted. Your Order constitutes an offer to buy the Products. All Orders are subject to acceptance by the Seller.

      6.1.2 At the time an Order is placed, we shall send a similar email notification to the Seller so that the Seller can confirm that it still has the Products in stock and that they are available for delivery to the Buyer.

      6.1.3 Upon receipt of confirmation from the Seller as to the availability of the Products (or a portion thereof) then, a Payment Request will be automatically generated by the Platform and sent to the Buyer.

      6.1.4 The Buyer is obliged to pay the Payment Request within 12 hours of receipt of same.

      6.1.5 Upon receipt of payment of the Payment Request, acceptance of the Order shall be communicated by the Seller sending the Buyer the Sales Invoice. The contract between the Buyer and the Seller (Contract) will when the Buyer is sent the Sales Invoice by the Seller or on delivery of the Products (whichever is earlier).

      6.1.6 The Contract will relate only to those Products whose dispatch has been confirmed in the Dispatch Confirmation. The Seller will not be obliged to supply any other Products which may have been part of a Buyer’s Order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.


6.2 Verification prior to issue of Sales Invoices

The Platform automatically contacts the Seller and the Buyer for verification purposes before a Sales Invoice for a Contract is sent. The verification includes validating the VAT numbers (if applicable) and may involve a request to a User for further information required to issue the Sales Invoice.

6.3 Our status

      6.3.1 Please note that we accept Orders on the Platform on behalf of third party Sellers. The resulting legal contract is between the Buyer and that third party Seller, and may be subject to additional terms and conditions contained in the Sale Notice.

      6.3.2 We may also provide links on our Site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from Sellers through our Site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party Seller.

6.4 Delivery of Products by Instalments

      6.4.1 The Seller may deliver the Products by separate instalments.

      6.4.2 The Sale Price shall be transferred to the Seller after the last installment of Products are delivered and accepted by the Buyer.

6.5 Service Fee. TradeTrust charges a Service Fee for each Contract and payment of the Service Fee is the obligation of the Seller. The Service Fee is deducted by TradeTrust from funds received pursuant to a Payment Request.

6.6 Foreign Exchange Rates. You understand and accept that foreign exchange charges may apply as part of funds transfers where multiple currencies are involved.

6.7 Notifications. By registering on the Platform, the User gives its consent to receive Notifications. Some Notifications may be sent to the e-mail address indicated during registration, some will appear in the User's account on the Platform. For many Notifications, the User must give an answer or confirmation within 24 hours, unless otherwise established by the instructions on the Platform. It is the User’s responsibility to check Notifications made on the Platform and sent by e-mail (including their spam folder) in a timely manner. Contracts may be terminated due to a failure by a User to respond to a Notification.

 

7 Payments and Payment Provider

7.1 Payment Provider. All payments are processed through the Payment Provider. The Payment Provider is approved as an electronic money institution and is authorised to carry out its business in Europe. We are not liable for the acts or omissions of the Payment Provider. You shall be solely responsible for the transmission of information connected to your credit or debit card, or Paypal account and we hereby exclude all liability to the extent permitted by law.

7.2 TradeTrust Account.

      7.2.1 Paying for any Invoice on the Platform involves the use of a TradeTrust account established by the Payment Provider for each User in order to process payment transactions (“Payment Account”). Payment Accounts do not constitute a bank deposit and bear no interest.

      7.2.2 The opening of a Payment Account occurs automatically when using the interface on the Platform and may involve a transition to the website or other resource offered by the Payment Provider in order to complete the process. You may be asked to confirm your identity and/or perform other actions required by Payment Provider and/or applicable laws.

      7.2.3 The Payment Provider reserves the right to refuse to open a Payment Account and if this occurs TradeTrust will be notified. In this event TradeTrust bears no liability to Users.

7.3 Payment Provider’s Contract.

      7.3.1 In order to process payments through the Payment Account, Users are required to accept the Mangopay payment services framework contract and privacy policy (the "Framework Agreement", accessible via this link.)

      7.3.2 By entering its payment data on the Platform (card number, bank account details or any other required information) and/or becoming a party to a Contract, the User confirms and warrants that:

            (a) the Payment Account contains that User’s current, true and accurate information including payment data;

            (b) the User has read, understood and accepted the terms and conditions of the Framework Agreement.

7.4 KYC and Additional Information.

      7.4.1 In order to make payments through the Payment Account, Users are obliged to provide the Payment Provider with Know Your Customer (“KYC”) information and documentation. Such requests for information from the Payment Provider shall be generated through the Platform and delays in providing information may delay the processing of payments for which the User is responsible.

      7.4.2 The Payment provider may require additional information from time to time and the User undertakes to provide such information and/or documentation in a timely manner when requested.

7.5 Suspension or Termination of Payment Accounts. If the Payment Provider suspends or terminates a Payment Account in accordance with its own terms and conditions, TradeTrust is not responsible for any such suspension or termination. Users acknowledge that any such suspension may adversely affect the conclusion of a Contract or payment for Products.

7.6 Invoice Funds

      7.6.1 Monies paid by the Buyer in discharge of a Payment Request are transferred to a TradeTrust account which is in the name of the Payment Provider.

      7.6.2 The funds from the Payment Request are held by the Payment Provider separately in a client account in compliance with applicable laws governing payment services and the activities of e-money institutions.

      7.6.3 When an Order is accepted under condition 6.1, the Seller shall issue a Sales Invoice directly to the Buyer.

      7.6.4 After satisfactory delivery of the Products under condition 9, TradeTrust shall (i) issue a Service Fee Invoice in respect of the Service Fee due to Trade Trust, and (ii) request a transfer of the Sales Price to the Seller.

      7.6.5 The Service Fee, Logistics Fee and other fees (if applicable) shall be retained by TradeTrust.

      7.6.6 The Payment Provider may request additional information and evidence from the Seller prior to transferring funds to it.

 

8 Logistics & Inspection

8.1 Delivery. After the Payment Request is paid by the Buyer, the Seller and the Buyer shall be provided with full details of the other, including shipping details.

8.2 Logistics Provider. The Seller can use for the delivery of Products any delivery and logistic service provider either offered on the Platform or a logistics provider of their own choosing (collectively "Logistics Provider"). If the Seller chooses one of the delivery options on the Platform, the Seller agrees and acknowledges that the Seller is liable for the fee ("Logistics Fee"). TradeTrust is not responsible or liable for any actions of Logistics Providers, including those offered on the Platform.

8.3 Logistic Fee. TradeTrust will charge the Seller a fee for the transport of the Products by the Logistic Provider if the Logistics Provider was obtained through the Platform. The Logistic Fee is retained by TradeTrust from the Payment Request

8.4 Seller’s Obligations in relation to Logistics. The Seller is obliged to carry out all delivery preparations, which are as follows:

      a) to input the IMEI numbers or serial numbers (where applicable) for each Product, into the Seller dashboard on the Platform;

      b) to package the Products securely;

      c) to supply all relevant documentation to TradeTrust and the Logistics Provider in order to maintain proper records and facilitate customs clearance; and

      d) in the case of using third party logistic providers:

      i) to arrange the logistics;

      ii) to input the tracking number for the shipment into the Seller dashboard on the Platform;

      e) in the case of using Logistic Providers offered on the Platform:

      i) to inform TradeTrust, according to instructions on the Platform, in time to allow TradeTrust to arrange the Logistics Provider to deliver on time in accordance with the Contract.

      f) in the case of using either the Logistics Providers listed on the Platform or third party logistic providers, it is the Seller's responsibility that the Products are delivered to the Buyer within the agreed timeframe as per the Contract. In the case of using Logistic Providers offered on the Platform, it is the responsibility of the Seller to have the Products ready on time for the shipment to be delivered in accordance with the Contract, taking into account the delivery timeframe of the Logistics Providers.

8.5 Extension of a Delivery Time. Where, in advance of pick-up of Products by the Logistics Provider, the Seller is unable to fulfill an Order in time, the Buyer shall be entitled to:

            (a) cancel the Contract; or

            (b) agree an extension with the Seller with any such extension notified to TradeTrust within 24 hours.

8.6 Buyer’s Obligations in relation to Logistics.

The Buyer has the following obligations and responsibilities:

      a) provide the correct delivery address;

      b) take delivery of the Products;

      c) examine and inspect the Products to confirm that they conform with the Products in the Contract;

      d) make all necessary notifications to TradeTrust on the Platform in relation to delivery of the Products.

8.7 Acceptance of delivery.
The Buyer is obliged to examine the delivered Products which shall be deemed to be accepted by the Buyer unless the Buyer confirms via the Platform that an issue arises in respect of the Product within 24 hours of delivery. On the expiration of 24 hours the Products delivery will have taken place.

8.8 Rejection of delivery. If the delivered Products are inspected by the Buyer and rejected due to non-compliance with the Product description and/or the Contract, the Buyer must notify the TradeTrust as soon as possible, and in all cases within 24 hours after receiving the Products, and produce all proofs to support its claim within this timeframe. TradeTrust will verify the veracity of the claim and if it authorises it, the Buyer must return the Products back as per TradeTrust instructions either to TradeTrust or to the Seller.

 

9 Payments and Refunds

9.1 Payments. In accordance with condition 7, payment for each Payment Request is held by TradeTrust and the Sale Price is released to the Seller upon delivery under condition 8. Upon delivery or deemed delivery, the Service Fee Invoice is issued to the Seller and the Sale Price is transferred to the Seller.

9.2 Refunds.

      9.2.1 If the Contract is cancelled by the Buyer due to non-compliance by the Seller, the amount paid by the Buyer will be refunded to the Buyer. In such case the Seller is liable to TradeTrust to pay the Service Fee and any relevant portion of the Logistics Fee due as at termination of the Contract in accordance with the Logistics Providers’ terms and conditions.

      9.2.2 In the event of non-payment of the Service Fee by the Seller, TradeTrust may direct, until such time as payment is received, that the Products are returned to TradeTrust which shall hold them in safe custody.

9.3 Cancellation

      9.3.1 If you are contracting as a consumer, you may cancel a Contractat any time within fourteen days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy.

      9.3.2 To cancel a Contract, you must inform us in writing. You must also return the Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.

 

10 Intellectual Property Rights

10.1 TradeTrust Intellectual Property. All Intellectual Property Rights in the Platform, the Services, the Site and any content thereon, are and remain the exclusive property of TradeTrust and Users acquire no interest in such Intellectual Property Rights save as expressly stated herein.

10.2 TradeTrust Trademarks. TradeTrust owns various trademarks (the "Marks") in relation to the "GSMEXCHANGE" and “TradeTrust” names and derivatives therefrom. These Marks are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these Marks, their use in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits TradeTrust is strictly prohibited. In particular, but without limitation, You may not use the Marks as meta-tags nor may You sponsor them in search engines. All goodwill in Your legitimate use of the Marks shall accrue to the exclusive benefit of TradeTrust.

10.3 License Grant by TradeTrust. Subject to these Terms, we grant You a non-exclusive, non-transferable, limited right to access and use the Platform and content on the Platform. However, no right, title, or interest in any of the Platform Content will be granted or transferred to You as a result of any permitted use of such materials. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with TradeTrust, its affiliates or licensors of the Platform Content, as the case may be. On termination of a Contract or as soon as you cease to be a User, the license granted herein shall immediately terminate.

10.4 Reservation of rights by TradeTrust. All rights not otherwise claimed under these Terms or by TradeTrust are hereby reserved.

 

11 Use of Personal Data

11.1 Privacy Policy. In order to provide the Services, TradeTrust will collect and use certain personal data. Our Privacy Policy explains in detail how TradeTrust processes and protects the personal data in our custody or control and describes the technical and organizational measures implemented in order to maintain the security, confidentiality and integrity of such data in accordance with the General Data Protection Regulation (GDPR) incorporated into the Data Protection Act 2018.

 

12 Disclaimers of Warranties

12.1 “As Is” Basis. The features and services on the TradeTrust Platform are provided on an "As is" and "As available" basis, and TradeTrust, to the fullest extent permitted by applicable law, hereby expressly disclaims any and all warranties and conditions which are not expressly contained in these terms whether, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose.

12.2 In the event that the Buyer is a Consumer, for the avoidance of doubt, the implied conditions contained in sections 12 to 15 of the Sale of Goods Act 1893 are not excluded from the Contract.

12.3 Exclusion of Warranties for the Products. TradeTrust is in no way or at any stage responsible for warranties on the Products sold.

12.4 Exclusion of Warranties & Representations for Third Party Content. TradeTrust will use all reasonable endeavours to ensure that any content contained on the Platform is accurate however, TradeTrust makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any intellectual property content provided on or through the Platform or any third party Platform accessed through this Platform.

12.5 No Guarantee on Security. Neither TradeTrust, any of its affiliates, nor any of its respective licensors, licensees, service providers or suppliers warrant that the Platform, or any function contained in the Platform, will be uninterrupted or error-free, that defects will be corrected, or that the Platform or the servers that make its website available are free of viruses or other harmful components.

12.6 Force Majeure. Under no circumstances shall TradeTrust, or its employees, be considered in breach of these Terms or be held liable to the extent that performance of their respective obligations (excluding payment obligations) is prevented by any delay, failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions or restrictions, orders of domestic or foreign courts or tribunals or non- performance of third parties which hinders TradeTrust or its employees from performing its obligations under this Agreement.

12.7 Disclaimers Application. The limitations in this condition 12 apply to the fullest extent permitted by law.

 

13 Indemnification

13.1 Indemnification. You agree to indemnify, hold harmless and defend TradeTrust, its managers, members, directors, employees, agents, or affiliates (collectively, the "Indemnified Parties") at your expense, against any and all third-party claims, actions, proceedings, and suits brought against any of the Indemnified Parties, and in respect of all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable legal fees) incurred by the Indemnified Parties arising out of or relating to (i) Your breach of any these Terms, (ii) Content uploaded by You, (iii) Your use of the Services, and (iv) any unauthorized use of the Services, including, however not limited, infringement of Intellectual Property rights or any other rights of third parties. In such a case, the Indemnified Party or Parties will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defence of any claim. TradeTrust reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, in which event You shall cooperate with TradeTrust in invoking any available or appropriate defences.

 

14 Limitation of Liability

14.1 Limitation of Liability. TradeTrust shall not be liable for any direct, special, indirect, punitive, exemplary, incidental or consequential damages (however arising, including by way of negligence), any loss of reputation or goodwill, any economic loss (including, but not limited to, damages for loss of profits, revenues, savings, or business interruption), or any other damages whatsoever (including but not limited to damages for loss of information, data or other intangible property), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:

      a) the use or the inability to use the Platform;

      b) the use of any Content, or accuracy of any Content, or other material on the Platform or websites linked to the Platform posted by You or other Users of the Platform;

      c) any defect whatsoever in products, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Platform;

      d) unauthorized access to or alteration by third parties of your Content, transmissions or private information;

      e) statements or conduct of You or any third party on the Platform;

      f) any other matter relating to the Platform, except and to the extent that it arises directly as a result of TradeTrust's gross negligence or breach of these Terms in which case the terms of next paragraph shall apply.

14.2 In no event shall TradeTrust's total liability to You for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence), exceed the amount paid by You to TradeTrust.

 

15. Dispute Resolution

15.1 Disputes between You & TradeTrust. If a dispute arises under these Terms between You and TradeTrust we shall attempt to resolve the dispute within 15 days of being notified of it. If a dispute cannot be so resolved, the dispute shall be conclusively resolved by the courts of the Republic of Ireland.

15.2 Disputes between Users. You agree that in the event of a dispute between You and a User in connection with an OrderTradeTrust shall be notified and provided with all necessary information in connection with the dispute. TradeTrust shall be entitled to withhold the Sales Price until the dispute is resolved to the satisfaction of the parties.

 

16. General

16.1 Term & Termination. These Terms become effective in accordance with clause 2.3. You acknowledge and agree that TradeTrust in its sole discretion and without notice may suspend or terminate these Terms, Your Account and/or any Content within the Services for any reason, including if TradeTrust reasonably believes that You have violated any provisions of the Agreement. You may suspend or terminate these Terms at any time by deleting Your Account.

16.2 Entire Agreement. Subject to any additional agreements relating to the Platform services, these Terms, Privacy Policy, Trading Floor Rules constitute the entire agreement between You and TradeTrust with respect to access to and use of the Platform, superseding any prior written or oral agreements in relation to the same subject matter.

16.3 Assignment. You cannot, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer any or all of Your rights or obligations under the Agreement to anyone without prior written approval of TradeTrust. However, TradeTrust at its sole discretion may assign or transfer obligations under the Agreement without Your consent. Any assignment that is in contravention of the Agreement shall be considered void.

16.4 Severability. If a court, or other competent authority, holds any of these Terms to be unlawful, void, or for any reason unenforceable, in whole or part, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

16.5 Non-Waiver. No failure or delay on the part of TradeTrust in exercising any right, power or remedy pursuant to the Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

16.6 Individual Opinions. The opinions and views expressed in the blog at https://tradetrust.com/blog/ are the opinions of the designated authors and do not reflect the opinions or views of TradeTrust or views of any other person.

16.7 Notices.

      16.7.1 Any notice or other communication under these Terms shall only be effective if it is in writing and sent to TradeTrust at the following address: gsmExchange.com Ltd. Unit 21, The Cubes Offices, Beacon South Quarter, Sandyford, Dublin, D18 YH76 IRELAND.

      16.7.2 All notices or demands to You shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by You to TradeTrust, or by posting such notice or demand on an area of the Platform that is publicly accessible without a charge. Notice to You shall be deemed to be received by You if and when:

            a) TradeTrust is able to demonstrate that communication, whether in physical or electronic form, has been sent to You;

            b) immediately upon TradeTrust's posting such notice on an area of the Platform that is publicly accessible without charge; or

            c) at the latest, 24 hours after an email is sent to You unless we receive notice that the email address is invalid and an alternative email address has been provided to us.

      16.7.3 As User, You must notify TradeTrust, and any other parties with whom You are communicating with on the Platform, of a change to Your notice details. Any notice or other communication given or made, or deemed to have been given or made, outside working hours will be deemed not to have been given or made until the start of the next period of working hours.

16.8 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause or paragraph.

 

17 Contact Us

17.1 Contact Information. In case of any questions regarding the Agreement or the Services, please contact us at support@tradetrust.com.

 

18 Governing Law & Jurisdiction

18.1 Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Ireland, regardless of the conflict of laws provisions thereof.

18.2 Jurisdiction. You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Ireland.

 

 

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