TRADEBAY TERMS OF SERVICE

Last updated: April 28th, 2021

Please read these Terms of Service ("Terms" or "Terms of Service") carefully before using the TradeBay Marketplace (“Marketplace”) at app.tradebay.co operated by TradeBay AB, reg. No. 559258-8866 ("TradeBay", "us", "we", or "our") or any of the (i) web page(s), (ii) services, (iii) content, (iv) databases and (v) information (together, or individually, the "Service(s)") provided by TradeBay. For purposes of these Terms, “you” and “your” means you as the user of the Service.

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have permission to access the Service.

  1. GENERAL

The Marketplace is an online service provided and operated by TradeBay for companies, (an “Organization”, “Member” or “User”), that offer, buy (“Buyer”) or sell (“Seller) goods (“Goods”) to manage their trade process including services such as creating listings for offerings or demands of Goods, trading of Goods, negotiation and signing of contracts, and trade financing solutions through TradeBay or any of their associated companies.

The following Terms set forth the legally binding terms between TradeBay and the Organization registering for and/or using the Service, as well as the individual creating a “User Account”. By registering an Organization you, as the representative of that Organization, agree to bound this Organization by these Terms as a User. If you are accessing or using the Service on behalf of a business or entity, then that business or entity is legally and financially responsible for your access to and use of the Service as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.

By creating a User Account you give us permission to collect personal data about you according to TradeBay’s Privacy Policy.

  1.  USING THE TRADEBAY MARKETPLACE
  1. Use of the Services

The fact that TradeBay has made the Services available to the Member constitutes neither a recommendation to enter into a particular transaction. The Member should not construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice.

The publication of a listing on the Marketplace is not an offer but constitutes an invitation by the publishing member to the other members of the Marketplace to make an offer on that listing.

  1. Registering and Accounts

The Marketplace can be used by an Organization that has been approved by TradeBay. In order to register as an Organization on the TradeBay Marketplace, you need to register a User Account and complete the applicable registration process and provide all mandatory information required by TradeBay.

TradeBay reserves the right to verify and approve any User including verifying the representative of any organization who carries out the registration process to create a User Account. TradeBay will, inter alia, take into account possible formal restrictions applicable in the representative’s domicile.

TradeBay reserves the right to refuse to let you register or use the Service at our sole discretion, and we are not obliged to provide you with any reasons for such refusal. We may do this even if you complete the registration process and agree to these Terms.

You may not use register for the Service if you are younger than 18 years of age. By using the Service, you represent and warrant that you are over the age of 18.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your User Account.

You may not use as a username the name of another person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene.

All information you give us must be truthful, accurate, and complete. This includes the information that you provide in the vetting process, the registration process, and at any time after that.

  1. Additional User Accounts

When registering an Organization for use of the Services you will be able to register additional User Accounts for individuals within the Organization who also will be authorized to represent the Organization. By registering such User Accounts you warrant that the individual(s) will have the necessary authority to act on the Organization's behalf to bind the Organization in performing any obligations at all times and that you will not permit any individual who does not have such authority to use the Services on your Organization’s behalf.

If an individual with a User Account leaves your Organization or is otherwise no longer authorized to access the Marketplace on your Organization’s behalf, you must de-register the applicable User Account.

  1. Right to limit, block or suspend User Accounts

TradeBay reserves the right to limit, block or suspend any User, Organization and/or connected User Account if:

  1. TradeBay, in their reasonable opinion, believe that an Organization, User or an individual have acted in violation of these Terms or any other agreement with TradeBay;
  2. TradeBay is required to do so under any applicable law, regulation, or an order issued by an authority;
  3. TradeBay suspects that an Organization is using the Marketplace, Services and/or any company associated with TradeBay or their services, to engage in, attempt to engage in, or in connection with fraudulent or unauthorized manner, money laundering, terrorist financing or other financial crime;
  4. TradeBay has reason to believe that an Organization, User or an individual has supplied false, misleading, or deceptive information in connection with registration, identity verification; or
  5. TradeBay has reason to believe unauthorized attempts where/are made to access a User Account.

  1. DEFAULT SELLER PROTECTION

Trades (“Trade”) conducted on the Marketplace benefit from TradeBay’s credit insurance, which means that TradeBay shall guarantee to the Seller in that Trade a minimum of 90% of the price of the Goods sold as agreed with the Buyer in that respective Trade on the Marketplace, minus VAT (if applicable), minus the deductible commission fee, subject to the following conditions being fulfilled:

  1. The Trade has been registered on and fully executed through TradeBay's Marketplace;
  2. The Seller and Buyer have both signed the Purchase Agreement in respect to the Trade and have received a copy of the Purchase Agreement by e-mail or through the Marketplace;
  3. At the moment of the delivery of the Goods by the Seller to the Buyer, a sufficient credit line was available and published on the Marketplace;
  4. The payment term of the Trade does not exceed 60 days;
  5. The Seller does not have negative information, financial or otherwise about the Buyer;
  6. The Buyer does not have any claims against the Seller; and
  7. The period during which the Buyer may raise any claims regarding the Trade (the “Claims Period”) has ended during which no unsettled claims have been raised.

Payment of the indemnity by TradeBay to the Seller shall take place 180 days after the original due date of the Trade, and shall be subject to TradeBay having received from its credit insurance company the amount to be paid by TradeBay to the Seller for this Trade.

  1. COMMISSION FEES AND PAYMENT
  1. Commission

TradeBay will charge a commission fee to the Seller for its services in accordance with the agreed terms.

Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, VAT or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your use of the Service, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.

  1. Payment

No payments or transactions are made between the Seller and the Buyer but are managed by and through TradeBay. TradeBay invoices the agreed purchase amount according the Purchase Agreement to the Buyer and then pays the Seller at the latest 3 bank days after receiving payment from the Buyer, deducting the commission fee.

Any overdue and undisputed payments shall carry interest in accordance with the Swedish Interest Act.

  1. GOODS AND PRODUCT LIABILITY
  1. Goods

The Seller agrees to deliver to the Buyer the Goods in the time, quality and quantity as per agreed on the Marketplace, and stipulated in the Purchase Agreement.

  1. Product Liability  

The Seller shall be liable for any lack of conformity of the Goods which exist at the time the Goods are delivered to the Buyer, and further guarantees that the Goods will be in proper condition and adequate for their commercialization.

  1. QUALITY INSPECTION

When the Goods arrive at the Port of Destination, the Buyer shall within an as short period as is practicable in the circumstances, have all Goods inspected by his surveyors in order to observe and approve the packing, quality, condition, and transportation of the Goods, and send the information obtained from that quality and condition inspection (“Quality Inspection”) to the Seller through the Marketplace.

In the event that any quality or condition problems are detected during the Quality Inspection, the Buyer shall immediately and without delay, but at the latest within the Claims Period inform the Seller hereof, by making a written claim (“Claim”) on the Marketplace, providing all relevant documentation.

If the Seller and the Buyer reach an agreed settlement in regards to the Claim, the Seller shall immediately inform TradeBay who will adjust the final invoice according to that settlement.

If the Seller and Buyer do not reach an agreement regarding the Claim within 24 hours from when the Claim is made, TradeBay has the right to appoint an official third party surveyor whose ruling all Members agree to accept, and for which the Buyer and Seller will be charged. The final invoice will be adjusted according to the outcome of the report of the official surveyor.

In the cases where TradeBay will appoint an official surveyor, the Buyer may not resell or alter any of the Goods, until the inspection report of the by TradeBay designated official surveyor has been issued.

The Buyer and Seller both agree that any claim regarding the quality or condition of the Goods presented after the Claims Period has ended, or that is not complying with the claim procedure established in this clause shall be considered as an invalid claim and shall relieve the Seller and TradeBay from any liability regarding such quality or condition of the Goods.

All communication regarding potential claims and quality inspections shall, in order to be valid, be processed in writing through the Marketplace.

The Buyer and Seller both undertake to mitigate all potential losses to the greatest extent at all times.

  1. MISCELLANEOUS GENERAL PROVISIONS
  1. Intellectual property

TradeBay owns all the intellectual property in the Marketplace, Services and websites (whether those rights are registered or not, and wherever in the world those rights may exist). It is prohibited to decompile, disassemble, and in any way reverse-engineer any of our intellectual property (that is, reproduce them after a detailed examination of their construction or composition).

Unless otherwise specifically agreed in writing with TradeBay nothing in the Terms gives You or your Organization the right to use any of the TradeBay or Services trade names, trademarks, logos, domain names, or other distinguishing marks.

  1. No legal advice disclaimer

It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, documents, contracts, or other content available through the TradeBay Marketplace. No content on the Marketplace shall be regarded as legal advice. TradeBay is expressly not liable for any errors or omissions in the content, or for the consequences of actions based on reliance on any content.

  1. Modification of Terms of Service; Notices.

TradeBay reserves the right to, without liability, at any time, amend, add or remove parts of these Terms of Service. It is your own responsibility to stay informed of any update of the Terms each time you use the Marketplace. Your continued use of the Marketplace after changes have been made in the Terms means that You, and your Organization, accept and agree to those changes.

  1. Confidential Information

You, your Organization and TradeBay (separately “Party”, together “Parties”) each undertake to treat as “Confidential Information” as and when disclosed to the other party; all of the other party’s information, technical and business data or know-how which is designated in writing, or identified orally as confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be, confidential and/or proprietary information. Confidential Information does however not include information that:

  1. was in or enters the public domain through no fault of the receiving party;
  2. is communicated by a third party to the receiving party free of any obligation of confidentiality;
  3. has been independently developed by the receiving party without reference to any Confidential Information of the disclosing party; or,
  4. was in the receiving party’s lawful possession prior to disclosure and had not been obtained either directly or indirectly from the disclosing party.

Each Party shall hold the other Party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other Party’s confidential information for any purpose other than as required to perform under these Terms or any other agreement between the Parties.

  1. Assignment

Neither You nor your Organization has the right to transfer, assign or sublicense its rights under these Terms to any other third party, in whole or in part, without the prior written consent of TradeBay.

  1. Severability and non-waiver

If any provision of these Terms is held to be legally invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Failure by either Party to enforce any provision of these Terms or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right unless express and in writing. No waiver shall be interpreted as setting a precedent.

  1. Indemnification

You agree to defend, indemnify and hold harmless TradeBay and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; or (c) your User Content provided to the Service.

  1. Limitations of Liability

IN NO EVENT SHALL TRADEBAY, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORISED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  1. Disclaimer

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

TRADEBAY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY OF THE CONTENT ON THE SERVICE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

  1. General limitation of liability

You, and your Organization, agree to hold TradeBay and its parent companies, sister companies, subsidiaries, affiliates, service providers, other users, distributors, licensors, officers, directors, and employees free from any claim or demand, including all attorneys’ fees, from You, or your Organization, for any direct, indirect, random, special, following or specific injury, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, and including injuries resulting from:

  1. the use or inability to use, including errors/mistakes, interruptions or delays; unauthorized access to or alteration of your trade documents and/or transactions; or,
  2. any other issue relating to the Marketplace or Services.

TradeBay’s maximum aggregate liability for losses or damages suffered in respect of all claims arising in connection with these Terms shall not exceed the sum of Your or your Organization's total payments for the use of the Marketplace within the last 12-months period.

  1. Governing law and Disputes

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Sweden. This English version of these Terms shall be deemed as the original, governing version.

In the event of a dispute or claim arising out of or in connection with these Terms or its subject matter or formation, the parties involved shall first seek settlement of that dispute by mediation or negotiation. If the dispute is not settled by mediation or negotiation, each party irrevocably agrees that the dispute shall be settled by the District Court of Stockholm, Sweden.

  1. Force majeure

Neither Party shall be liable to the other for any delay or non-performance of its obligations under these Terms to the extent that such delay or non-performance arises directly from any cause or causes beyond its reasonable control and which the party could not reasonably be expected to have anticipated and the consequences of which the party could not have reasonably avoided or surmounted (a “Force Majeure Event”).