TRADE TRUST

GENERAL TERMS OF USE

1.
INFORMATION ABOUT TRADE TRUST
gsmExchange.com Ltd., trading as Trade Trust, is a company registered in Ireland under company registration number 339239 and with its registered office at 5 The Orchard, Oldtown, Co. Dublin. ("Trade Trust").
1.1.
These general terms of use (the "Terms") apply to your use of the Trade Trust website which is operated and owned by Trade Trust (the "Site") and to all transactions that you carry out on the Site (the “Transactions”). By using the Site, you acknowledge and agree to be legally bound by these Terms and the disclaimers herein just as if you had signed these Terms. If you do not agree to these Terms, you should not use the Site.
1.2
These Terms may be supplemented by additional terms and conditions pertaining to specific content and activities. You agree and understand that such additional terms and conditions are hereby incorporated by reference to these Terms.
2.
ACCESS AND SERVICES
2.1.
For purposes of these Terms, a "User" is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with Trade Trust as a User or whether such User is a paying customer for a specific service provided by Trade Trust, known as a Registered User as defined and described at paragraph 6 below.
2.2.
Your right to access this Site is subject to any limits established by Trade Trust. Notwithstanding anything contained in these Terms to the contrary, Trade Trust may, in its sole discretion, terminate or restrict your participation in or use of the Site.
2.3.
Trade Trust reserves the right, without prior notice, to change any of the features or introduce new features without prior notice, or to restrict, deny or create access to certain areas or features of the Site for paying Users or Users who undergo a specific registration process.
2.4.
You shall not undertake any scheme to undermine the integrity or functionality of the services offered on the Site, nor shall you attempt to gain unauthorized access to any services, data or computer systems which have not been expressly made available to your computer systems or networks.
3.
APPLICATION OF AND ACCEPTANCE OF THESE TERMS
3.1.
These Terms are in addition to the terms and conditions that are applicable to Users, being the buyers on the Site (the “Buyers”) and the sellers on the Site (the “Sellers”). All Buyers and Sellers are required to accept the respective terms and conditions. However, in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such User and any provision of these Terms, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favorable to Trade Trust and / or its affiliates, and only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to the specific type of User shall prevail.
3.2.
Trade Trust reserves the right, in its sole discretion, to change, modify, add or remove parts of these Terms at any time, without prior notice. Trade Trust will notify you when it does so by using email, a pop up or some other form of communication. Your continued use of the Site is considered as acceptance of these changes.
4.
SITE CONTENT AND INTELLECTUAL PROPERTY RIGHTS
4.1.
The Site and all, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site), (the "Site Content") embody trade secrets and intellectual property rights protected under Irish and international copyright and other laws and are owned, controlled or licensed by Trade Trust, or by the original creators of such materials or their permitted licensors.
4.2.
Trade Trust owns various trade marks (the "Marks") in relation to the "GSMEXCHANGE" and “TRADE TRUST” 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 Trade Trust 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 Trade Trust.
4.3.
Subject to these Terms, we grant you a non-exclusive, non-transferable, limited right to access and use the Site and the Site Content. However, no right, title, or interest in any of the Site 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 Site and Site Content shall remain with Trade Trust, its affiliates or licensors of the Site Content, as the case may be.
4.4.
You may use the Site and the Site Content only for viewing the Site in the ordinary course or as a resource for purchasing products or services offered through the Site. Use of the Site and/or the Site Content, for any purpose not expressly permitted in these Terms including any copying, reproduction, modification, sale, distribution, extraction, re-utilization, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the Trade Trust is strictly prohibited.
4.5.
In particular you agree that you shall not copy, reproduce or download any of the Site Content for the purpose of re-selling or re-distributing the Site Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Trade Trust, or otherwise commercially exploiting the Site Content.
4.6.
Any systematic retrieval of Site Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Trade Trust is strictly prohibited.
4.7.
All rights not otherwise claimed under these Terms or by Trade Trust are hereby reserved.
4.8.
Trade Trust cannot guarantee that the products, codes, materials traded that are provided on the Site by third parties, do not infringe the intellectual property of others. However, please notify Trade Trust immediately if you become aware of any infringement of any intellectual property on the Site.
5.
THIRD PARTY CONTENT
5.1.
Some of the content displayed on this Site is provided or posted by you or by third parties ("Third Party Content"). Neither Trade Trust nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of Trade Trust's display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. Trade Trust is not responsible for the accuracy, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, Trade Trust is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct. Notwithstanding the foregoing, where Trade Trust becomes aware of any suspected unlawful or improper activity on the Site whether in Third Party Content or otherwise, Trade Trust reserves the right to immediately remove such Content pending further investigation.
5.2.
Trade Trust may allow you access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party's website. These links are provided solely as a convenience to you and not as an endorsement by Trade Trust of the content on such third party websites. You acknowledge that Trade Trust has no control over such third party's site, does not monitor such sites, and shall not be responsible or liable to anyone for such site, or any content, products or services made available on such site. If you decide to access linked third-party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites.
5.3.
Trade Trust generally welcomes the hyper-linking to the Site from other appropriate websites provided such links are to the Site's homepage (and no deeper within the Site) and provided Trade Trust gives its consent to the establishment of such links. Notwithstanding the foregoing, Trade Trust reserves the absolute right to refuse to consent to such links without giving reasons. Any links to the Site from another website must be presented in such a manner that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor's user experience.
6.
REGISTERED USERS
6.1.
By filling out the on-line application form on the Site, and by providing your information (such as name, address, telephone, fax number, email address, details of your business, etc.), you can become a registered user of Trade Trust (a "Registered Userstrong>"). If your application is accepted, Trade Trust will establish an account ("Account") for you and you will be assigned a user alias ("User ID") and password ("Password") for log-in access to your Account. You represent and warrant to Trade Trust that all information submitted to Trade Trust during the registration process is true, accurate, current and complete.
6.2.
Notwithstanding paragraph 6.1 above, Trade Trust may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to you without giving a reason.
6.3.
By becoming a Registered User, you consent to the inclusion of your personal data in our Global Database and authorize Trade Trust to share such information with other Users in accordance with the gsmExchange.com Ltd. Privacy Policy.
7.
REGISTERED USERS EMAIL FACILITY
7.1.
Trade Trust may assign you a web-based email account, with limited storage space, to allow you to send or receive email through the Site (the "Email Account"). You shall be responsible for all uses and the content of all the messages communicated through the Email Account, as well as the consequences of any such message.
7.2.
If as a Registered User, you are or represent a business entity, you warrant that (a) you have the authority to bind the business entity to the Terms; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to Trade Trust during the registration process is true, accurate, current and complete. For the purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
7.3.
As a Registered User, you shall not use your Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any material which incites or results in causing racial hatred, discrimination, menace or breach of confidence. Further, you shall not use your Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information.
7.4.
Email Accounts are a discretionary facility offered by Trade Trust to certain users and no warranty is given that Email Accounts will remain available indefinitely.
8.
SUSPENSION OF REGISTERED USER ACCOUNTS
8.1.
Trade Trust may suspend or terminate a Registered Users' Account (as described in paragraph 6.1 above) or Email Account (as described in paragraph 7.1 above) at any time by giving no less than 3-hours’ notice to the Registered User, provided, however, that notice is not required for such termination if:
a)
in Trade Trust's determination, there is any breach of the provisions of these Terms by the Registered User; or
b)
Trade Trust has reasonable grounds to suspect that information provided by a Registered User is untrue, inaccurate or is not current or complete; or
c)
Trade Trust believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, Trade Trust or other Users.
9.
REGISTERED USER IDENTIFICATION AND PASSWORDS
9.1.
As a Registered User, you are responsible for maintaining the strict confidentiality of your Password, for any activity under that Password. You agree to:
a)
immediately notify us of any unauthorized use of your Password or any other breach of security; and
b)
ensure that you log out and fully exit your Account at the end of each session.
It is your sole responsibility to control the dissemination and use of your Password, control access to and use of your Account, and notify Trade Trust if and when you wish to close your Account.
9.2.
Trade Trust will not be responsible or liable for any loss or damage arising from your failure to comply with this paragraph 9.
9.3.
You should keep your Password safe and should not disclose it to any other person. You shall not transfer or sell your User ID to any other person and you shall not permit, either directly or indirectly, any other person to utilize your User ID or Password.
10.
REGISTERED USERS WHO POST THIRD PARTY CONTENT ON TRADE TRUST
10.1.
You must be a Registered User in order to post Third Party Content on the Site using the self-help submit and edit tools provided through the Site. Your status as a Registered User is governed by the provisions of paragraph 6 above.
10.2.
No sales agency relationship is created between you and Trade Trust, our affiliates, directors, officers or employees by virtue of Trade Trust's display of any of Third Party Content on the Site.
10.3.
You hereby represent, warrant and agree to:
a)
provide Trade Trust with true, accurate, current and complete information to be displayed on the Site; and
b)
maintain and promptly amend all information to keep it true, accurate, current and complete.
10.4.
You hereby grant to Trade Trust a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all Third Party Content (in whole or part) provided by you in accordance with the purposes set forth in these Terms and to exercise the copyright, publicity, and database rights you have in such Third Party Content, in any media now known, not currently known or later developed.
10.5.
You hereby represent, warrant and agree that:
a)
you have obtained all necessary third party copyright or trademark licenses and permissions required to post any Third Party Content;
b)
you shall be solely responsible for ensuring that any Third Party Content you post on the Site does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party;
c)
you will ensure that all Third Party Content is posted with the permission of the owner(s) of such rights,
Without limiting the generality of paragraph 12, you agree to indemnify Trade Trust on demand in full in respect of any claims arising from your breach of the foregoing warranty.
10.6.
You agree not to use the Site or cause or permit the Site to be used:
a)
so as to jeopardize or prejudice the operation, quality or integrity of the Site, or the operation, quality or integrity of any telecommunications network;
b)
to harvest or otherwise collect information about others, including e-mail addresses, without their consent;
c)
to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful programs; or
d)
contrary to the terms and conditions of any internet service provider whose services you may use.
10.7.
You hereby represent, warrant and agree that Third Party Content submitted by you to Trade Trust for display on the Site shall not:
a)
contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
b)
be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
c)
relate to the sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or data protection rights or rights of publicity or privacy;
d)
violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
e)
be defamatory, libelous, unlawfully threatening or unlawfully harassing;
f)
be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promote sexually explicit materials or be otherwise harmful to minors;
g)
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, membership of an ethnic community or age;
h)
be used for any direct marketing, surveys, contests or pyramid schemes, or to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material;
i)
contain any material that constitutes unauthorised advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourage conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
j)
solicit business from any Users in connection with a commercial activity that competes with Trade Trust;
k)
contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with or intercepting any software or hardware system, data or personal information;
l)
link directly or indirectly to or include descriptions of goods or services that are prohibited under these Terms; or
m)
otherwise create any liability for Trade Trust or its affiliates.
10.8.
Trade Trust reserves the right in its sole discretion to remove any Third Party Content displayed on the Site, which it reasonably believes is unlawful, could subject Trade Trust to liability, violates these Terms or is, in Trade Trust's opinion, otherwise inappropriate.
10.9.
Trade Trust reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing or breach of these Terms. Further, Trade Trust may disclose your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and Trade Trust shall not be liable for damages or results thereof and you agree not to bring any action or claim against Trade Trust for such disclosure.
10.10.
In furtherance of this Paragraph 10, Trade Trust may suspend or terminate the Account of any User as Trade Trust deems appropriate in its sole discretion.
11.
DISCLAIMERS OF WARRANTIES
11.1.
TRADE TRUST IS IN NO WAY OR AT ANY STAGE RESPONSIBLE FOR WARRANTIES ON THE PRODUCTS SOLD.
11.2.
THE FEATURES AND SERVICES ON THE Trade Trust SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND Trade Trust TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS 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.
11.3.
Trade Trust WILL USE ALL REASONABLE ENDEAVORS TO ENSURE THAT CONTENT (OTHER THAN THIRD PARTY CONTENT) CONTAINED IN THE SITE IS ACCURATE HOWEVER, Trade Trust 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 SITE OR ANY THIRD PARTY SITE ACCESSED THROUGH THIS SITE.
11.4.
NEITHER Trade Trust, ANY OF ITS AFFILIATES, NOR ANY OF ITS RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE SITE, OR ANY FUNCTION CONTAINED IN THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.5.
Any material downloaded or otherwise obtained through the Site is done at your sole discretion and risk and you are solely responsible for any damage to your computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from Trade Trust or through or from the Site shall create any warranty not expressly stated herein.
11.6.
Under no circumstances shall Trade Trust, 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 Site 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, orders of domestic or foreign courts or tribunals or non- performance of third parties.
11.7.
Although the Site is accessible worldwide, not all products discussed or referenced herein are available to all persons or in all geographic locations. Trade Trust reserves the right to limit, in its sole discretion, the provision and quantity of any product to any person or geographic area it so desires. Any offer for any product made in or through the Site is void where prohibited.
11.8.
These disclaimers apply to the fullest extent permitted by law.
12.
INDEMNITY
12.1.
You hereby agree to indemnify and hold Trade Trust, its affiliates, directors, officers, agents and employees harmless, from any and all losses, claims, demands, liabilities (including legal costs on a full indemnity basis) which may arise from your use of the Site (including but not limited to the display of your information on the Site) or from its breach of any of the terms and conditions of these Terms. You further agree that Trade Trust is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you.
12.2.
Trade Trust reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Trade Trust in invoking any available or appropriate defenses.
13.
LIMITATION OF LIABILITY
13.1.
Trade Trust shall not be liable for any direct special, indirect, punitive, exemplary, incidental or consequential damages (however arising, including 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 (even if Trade Trust have been advised of such damages) resulting from any of the following:
a)
the use or the inability to use the Site;
b)
the use of any Site Content or other material on the Site or websites linked to the Site;
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 Site;
d)
unauthorized access to or alteration by third parties of your data, transmissions or private information;
e)
statements or conduct of you or any third party on the Site;
f)
any other matter relating to the Site,
except and to the extent that it arises directly as a result of Trade Trust's gross negligence or breach of these Terms in which case the terms of paragraph 13.2 shall apply.
13.2.
In no event shall Trade Trust'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 Trade Trust, if any, upon becoming a Registered User or for accessing the Site. If you are dissatisfied with any portion of the Site, or with any of these Terms, your sole and exclusive remedy is the discontinuation of your use of the Site.
13.3.
Trade Trust is not responsible for any injury and or damage to any individual as a result either directly or indirectly of any information published on the Site. The accuracy of the information is not guaranteed and does not constitute business or other professional advice and is subject to change and therefore Trade Trust cannot accept responsibility for any loss, damage or expense incurred upon using the Site.
14.
GOVERNING LAW AND JURISDICTION
14.1.
The Site has been created and is controlled by Trade Trust in Ireland. These Terms will be governed by, and construed and enforced in accordance with the laws of the Ireland.
14.2.
You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Ireland.
14.3.
Disputes between you and Trade Trust regarding our services may be reported to Trade Trust.
14.4.
Your country and/or that of any User you communicate or trade with on this Site may have laws which apply to Transactions with other Users. These laws may apply regardless of what you agree with that User or with Trade Trust and as a result there may be additional legal requirements. You agree to conform and comply with all applicable domestic and international laws and regulations regarding your use of the Site and the services provided hereon including the listing, bidding, purchasing and solicitation of Transactions.
15.
NOTICES
15.1.
Any notice or other communication under these Terms shall only be effective if it is in writing and sent to Trade Trust at the following address: gsmExchange.com Ltd. Unit 21, The Cubes Offices, Beacon South Quarter, Sandyford, Dublin, D18 YH76 IRELAND.
15.2.
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 Trade Trust, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to you shall be deemed to be received by you if and when (a) Trade Trust is able to demonstrate that communication, whether in physical or electronic form, has been sent to you, (b) immediately upon Trade Trust's posting such notice on an area of the Site 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.
15.3.
As a Registered User, you must notify Trade Trust, and any other parties with whom you are communicating with on the Site, 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.
GENERAL
16.1.
Subject to any additional agreements relating to the Site services, these Terms, the terms of use for the Buyers or the Terms of use of the Sellers (as applicable) and the Privacy Policy constitute the entire agreement between you and Trade Trust with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter. These Terms will prevail over any conditions of sale imposed by a seller.
16.2.
You and Trade Trust are independent contractors, and no agency, partnership, joint venture, employer-employee, franchiser-franchisee relationship is intended or created by these Terms.
16.3.
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.
16.4.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause or paragraph.
16.5.
Trade Trust's failure to exercise or delay in exercising a right or remedy provided by these Terms of use or by law does not constitute a waiver of those or any other rights or remedies.
16.6.
Trade Trust shall have the right to assign its obligations and duties under these Terms and in any agreement relating to the Services to any person or entity.
Thank you for using Trade Trust

GENERAL TERMS OF USE FOR THE BUYER

1.
INFORMATION ABOUT TRADE TRUST
gsmExchange.com Ltd., trading as Trade Trust, is a company registered in Ireland under company registration number 339239 and with its registered office at 5 The Orchard, Oldtown, Co. Dublin. ("Trade Trust").
2.
APPLICATION OF AND ACCEPTANCE OF THESE TERMS
2.1.
These Terms and Conditions (the "Terms") apply to your use of the Trade Trust website tradetrustservice.com, which is operated and owned by Trade Trust (the "Site") and to all transactions that you carry out on the Site (the “Transaction(s)”). By using the Site, you acknowledge and agree to be legally bound by these Terms and the disclaimers herein just as if you had signed these Terms. If you do not agree to these Terms, you should not use the Site.
2.2.
These Terms are in addition to the General Terms and Conditions (the “General Terms”) that are applicable to all users of the Site, including sellers on the Site (the “Sellers”) and buyers on the Site (generally the “Buyers” and specifically, “you” and “your”). You are required to accept both these Terms and the General Terms. However, in the event of any conflict or inconsistency between any provision of the these Terms and the General Terms that may be applicable, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favourable to Trade Trust and / or its affiliates, and only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of these Terms shall prevail.
2.3.
These Terms and the General Terms may be supplemented by additional terms and conditions pertaining to specific content and activities. You agree and understand that such additional terms and conditions are hereby incorporated by reference to these additional terms.
2.4.
Trade Trust reserves the right, in its sole discretion, to change, modify, add or remove parts of these Terms at any time, without prior notice. Trade Trust will notify you when it does so by using email, a pop up or some other form of communication. Your continued use of the Site is considered as acceptance of these changes.
3.
RULES USING THE TRADING FLOOR
3.1.
Trade Trust facilitates the meeting of Buyers and Sellers on the Site and the entering into agreements by the Buyers and Sellers for the sale and purchase of products on the Site and as permitted for sale by Trade Trust (the “Products”) on the trading floor (the “Trading Floor”).
3.2.
You are responsible for obtaining all relevant consents, or performing any other relevant actions, to ensure that it is lawful to purchase and/or import such Products into the particular jurisdiction.
3.3.
Where the Seller receives a bid at or above the minimum bid price (or at or above the reserve price) for the purchase of the Products on the Trading Floor (the “Transaction”), it must complete the Transaction with that highest bidder, unless:
a)
the conditions of the Seller's listing are failed to be met; or
b)
Trade Trust cannot authenticate the Buyer's identity.
3.4.
The Seller contacts Trade Trust, outlining the terms of the agreement. Trade Trust then contacts you in relation to your transfer of the full amount of the Transaction funds (the “Transaction Funds”) to a Currency Cloud Account (defined below) within a particular length of time.
4.
WARRANTIES
4.1.
You warrant that you have the requisite power and authority to accept these Terms and the requisite power and authority to enter into any Transactions on the Site.
4.2.
You warrant that your use of the Site (including the use of the Trading Floor), your entry into Transactions and your use of the Currency Cloud Service (as defined below) are solely for legal purposes. You are liable for all loss and / or damages proceeding from any actions taken by you, which are found to be illegal or damaging to the Site, the Currency Cloud Service or to Trade Trust.
4.3.
You warrant that you have the legal status, license(s) and rights to import the Products into your country of delivery, and that you have dealt with all the taxes, import duties and/or costs that you may be liable to, as prescribed by the tax laws of your country.
5.
COMMERCIAL AGENT
Solely for the purposes of delivering services to you pursuant to these Terms, Trade Trust is your agent and it has authority to contract for and bind you, on your behalf.
6.
CURRENCY CLOUD SERVICE
6.1.
The Currency Cloud Limited (“Currency Cloud”) is an entity that is authorized by the Financial Conduct Authority under the Electronic Money Regulations 2011 and the Payment Services Regulations 2009 for the issuing of electronic money and the provision of payment services. Trade Trust has entered into arrangements with Currency Cloud on your behalf and on behalf of the Sellers to operate the Currency Cloud payment engine platform for Transactions carried out on the Site (the “Currency Cloud Service”). The Currency Cloud Service involves the use by you, of an account operated by Currency Cloud (the “Currency Cloud Account”), whereby the Transaction Funds are paid by you into the Currency Cloud Account and the Transaction Funds are only released to the Seller when certain conditions are met.
6.2.
You are responsible for using the correct details of the Currency Cloud Account as provided to you by Trade Trust and into which you are to transfer the Transaction Funds.
6.3.
In order to carry out Transactions using the Currency Cloud Service, you are required to provide Trade Trust with Know Your Customer (“KYC”) documentation and which may include, but is not limited to, stock ownership documents. Trade Trust will provide Currency Cloud with this KYC documentation, in order to allow Currency Cloud establish your identity, so that it satisfies its obligations in relation to anti-money laundering and tax evasion laws. Currency Cloud reserves the right in its sole discretion to carry out all and any necessary money laundering, terrorism financing, fraud or other illegal activity checks before processing any upload, payment or withdrawal transaction.
6.4.
You consent to the provision by Trade Trust of your relevant personal information to Currency Cloud so that it can perform its KYC due diligence. You further consent to this information being sent to its group companies, some of which are outside the European Economic Area.
6.5.
You acknowledge that you are liable for all losses proceeding from delays on your part in providing the KYC documentation to Trade Trust.
6.6.
You acknowledge that Currency Cloud may suspend access to the Currency Cloud Account and Trade Trust is not responsible for any such suspension of access, where Trade Trust has complied with its obligations under the terms of use agreed with Currency Cloud. When maintenance is scheduled on the Currency Cloud platform, you will be provided with 24 hours advance notice.
7.
TRANSACTION FUNDS
7.1.
You are responsible for agreeing the terms in relation to the Transaction and the Product with the Seller, including the specifications, purchase price and quantity of the Products.
7.2.
The Seller is responsible for contacting Trade Trust and outlining the terms of the agreement. As referred to at paragraph 3.4, Trade Trust will then contact you to arrange for the transfer of the full amount of the Transaction Funds to the Currency Cloud Account within a particular length of time. You acknowledge that you are responsible for the payment of the Transaction Funds to the designated Currency Cloud Account within the timeframe notified to you by Trade Trust.
7.3.
You understand and accept that foreign exchange charges may apply as part of transfers where multiple currencies are involved.
7.4.
The Transaction Funds are held in the Currency Cloud Account and are released to the Seller only when Trade Trust receives confirmation that you have carried out an inspection at the designated collection point, being a specific port / warehouse (the “Collection Point”) and that the Products have been released to you.
7.5.
There will be no liability on the part of Trade Trust or Currency Cloud where any delay or failure in your provision of the Transaction Funds is on the part of your bank.
8.
LOGISTICS AND INSPECTION
8.1.
The Seller agrees to use the delivery partner, appointed by Trade Trust, to transport the Products forming part of the Transaction (the “Logistics Provider”) and that a fee will be charged for this service (the “Logistics Fee”). The Seller is responsible for the payment of the Logistics Fee and the agreed service fee to Trade Trust, which applies to each Transaction (the “Service Fee”), in advance of the collection of the Products by the Logistics Provider. The Seller is responsible for any loss resulting from a delay or the failure on the part of the Seller to pay the Service Fee and / or the Logistics Fee.
8.2.
In the event a request for a refund is made by you before the collection of the Products by the Logistics Provider from the Seller, and that the Seller is in agreement to cancel the transaction, you agree to pay Trade Trust the Service Fee.
8.3.
In the event that you request a refund after the Products have been collected by the Logistics Provider, and that the Seller is in agreement to cancel the transaction, you agree to pay Trade Trust the Service Fee and the Logistics Fee.
8.4.
Where, in advance of the collection of the Products from the Seller by the Logistics Provider, the Seller is unable to fulfill an order within the agreed timeframe, as a result of unavailability of stock, you may come to an agreement with the Seller for the delivery time to be extended. The Seller must provide reasonable notice of the agreed extension to the Logistics Provider.
8.5.
Where possible, you shall be provided access to a real-time tracking service of Products where the status of the transit can be tracked.
8.6.
You acknowledge that the Logistics Provider will conduct a pre-shipment inspection of a sample of the Products, chosen at random, to confirm volume, quality and specifications as per the agreement at the agreed location where the Logistics Provider is collecting the Products (the “Pre-Shipment Inspection”).
8.7.
At the time of the Pre-Shipment Inspection, in the event that the Products do not pass the Pre-Shipment Inspection, the Transaction may be terminated by you.
8.8.
You are responsible for collecting the Products at the Collection Point. Once you are notified that the Products have arrived, you are provided 24 hours to collect the Products. If do not communicate with Trade Trust within 2 days of the notification of the delivery, you will be deemed a “No-Show” and the Transaction Funds will be refunded to you after a deduction of a 'no-show fee' is made. The ‘no show fee’ shall include the Service Fee plus reverse logistics fees, for sending the Products back to the Seller. A monetary compensation for the Seller will also be added to the ‘no-show fee’; this monetary compensation will be determined on a case by case, and will reflect the loss (actual monetary loss plus opportunity loss) that the Seller may have incurred. This compensation shall not exceed 10% of the Transaction Funds.
8.9.
If the Products reach the Collection Point and are inspected by you and subsequently rejected by you as a result of the Seller’s failure to comply with the terms of the sale, the Seller is liable to pay the logistics costs of returning the Products back to the origin by the Logistics Provider. Proof of Seller’s failure to comply with the terms of the sale will be required, and must be approved by Trade Trust.
8.10.
Once the Products are released to you, the Transaction Funds will be released to the Seller.
9.
LIMITATION OF LIABILITY
9.1.
You acknowledge that the role of Trade Trust is facilitating the meeting of Sellers and Buyers and the trading of Products in the Trading Floor. You acknowledge that Trade Trust does not in any way warrant the quality or authenticity or any other details in relation to the Products or the Sellers. By using the Currency Cloud Account, Trade Trust is providing assurance to you that the Transaction Funds will be held in the Currency Cloud Account and will only transfer to the Seller after you carry out an inspection at the Collection Point and following the receipt of confirmation by Trade Trust of your acceptance of the Products.
9.2.
Nothing in these Terms excludes or limits Trade Trust’s liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability on our part that cannot be excluded or limited by the laws of Ireland.
9.3.
The total liability of Trade Trust for any breach of these Terms, or otherwise in relation to the subject matter of this agreement (including in contract, equity, tort or otherwise (including negligence) shall in no event exceed the total fees paid by you, if any, to Trade Trust under these Terms during the twelve (12) months immediately preceding the date on which the most recent claim arose.
10.
GENERAL
10.1.
You agree that in the event of a dispute between you and the Seller, in the first instance, Trade Trust will act as arbitrator and that you will provide all the necessary documents as requested by Trade Trust to be used as evidence in its decision making process. Payment will not be released to the Seller until the dispute is resolved.
10.2.
While Trade Trust will ensure the Products are insured in transit, you understand that the delivery of the goods might be delayed by factors beyond the control of Trade Trust and/or its Logistics Provider.
11.
GOVERNING LAW
These Terms will be governed by, and construed and enforced in accordance with the laws of Ireland. You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Ireland.
Thank you for using Trade Trust

GENERAL TERMS OF USE FOR THE SELLER

1.
INFORMATION ABOUT TRADE TRUST
gsmExchange.com Ltd., trading as Trade Trust, is a company registered in Ireland under company registration number 339239 and with its registered office at 5 The Orchard, Oldtown, Co. Dublin. ("Trade Trust").
2.
APPLICATION OF AND ACCEPTANCE OF THESE TERMS
2.1.
These Terms and Conditions (the "Terms") apply to your use of the Trade Trust website tradetrustservice.com, which is operated and owned by Trade Trust (the "Site") and to all transactions that you carry out on the Site (the “Transaction(s)”). By using the Site, you acknowledge and agree to be legally bound by these Terms and the disclaimers herein just as if you had signed these Terms. If you do not agree to these Terms, you should not use the Site.
2.2.
These Terms are in addition to the general terms and conditions (the “General Terms” that are applicable to all users of the Site, including buyers on the Site (the “Buyers”) and sellers on the Site (generally the “Seller” and specifically “you” and “your”). You are required to accept both these Terms and the General Terms. However, in the event of any conflict or inconsistency between any provision of the these Terms and the General Terms that may be applicable, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favourable to Trade Trust and / or its affiliates, and only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of these Terms shall prevail.
2.3.
These Terms and the General Terms may be supplemented by additional terms and conditions pertaining to specific content and activities. You agree and understand that such additional terms and conditions are hereby incorporated by reference to these terms.
2.4.
Trade Trust reserves the right, in its sole discretion, to change, modify, add or remove parts of these Terms at any time, without prior notice. Trade Trust will notify you when it does so by using email, a pop up or some other form of communication. Your continued use of the Site is considered as acceptance of these changes.
3.
RULES USING THE TRADING FLOOR
3.1.
Trade Trust facilitates the meeting of Buyers and Sellers on the Site and the entering into agreements by the Buyers and Sellers for the sale and purchase of products (the “Products”) on the Site as permitted for sale by Trade Trust on the trading floor (the “Trading Floor”).
3.2.
You are responsible for providing a careful, accurate and honest description of the Products being sold. You acknowledge that Trade Trust is not responsible for any description of the Products.
3.3.
Where you receive a bid from a Buyer at or above the minimum bid price (or at or above the reserve price) for the purchase of the Products on the Trading Floor (the “Transaction”), you must complete the Transaction with the highest bidder, unless:
a)
the Buyer fails to meet the conditions of the Seller's listing; or
b)
Trade Trust cannot authenticate the Buyer's identity.
3.4.
You undertake not to engage in any practices that involve the manipulation of the price of any Product or interfering with another user's listing(s).
3.5.
You are entitled to respond to purchase requests and engage in Transactions on the Trading Floor only if you are the actual Seller of the Products listed. Any form of brokering or agency arrangements whereby a Seller is conducting Transactions on the Trading Floor on behalf of third parties or with the intention of selling the Products on behalf of third parties are strictly prohibited and will not be tolerated by Trade Trust. If you are found to be engaging in such brokering or agency practices, you will immediately have your access to and right to use the Site and, in particular, the Trading Floor, terminated.
3.6.
Without limitation, you must not: (a) bid in a listing where you are the Seller, or arrange for any other person to do so on your behalf; (b) independently contact bidders in a listing where Products are listed for sale in order to offer similar items to the bidders in that listing; or (c) make bids or make any payment using a false user ID.
4.
WARRANTIES
4.1.
You warrant that you have the requisite power and authority to accept these Terms and the requisite power and authority to enter into Transactions on the Site.
4.2.
You warrant that you have the requisite interest and the entitlement to sell the Products being placed or offered for sale by you on the Trading Floor.
4.3.
You warrant that any transaction that you enter is lawful, including the selling and/or exporting of such Products to the Buyer (taking into account the operative laws in the jurisdiction where the Buyer is located).
4.4.
You warrant that your use of the Site (including the use of the Trading Floor), your entering into Transactions and your use of the Currency Cloud Service (as defined below) are solely for legal purposes. You are responsible for all liability proceeding from any actions taken by you that are found to be illegal or damaging to the Site or the Currency Cloud Service.
4.5.
You warrant that you will comply with International anti-counterfeiting laws and that you will sell only original products for the brands mentioned in the Transaction and you will ensure the authenticity of the Products. Any counterfeit Products may be confiscated by customs and Trade Trust takes no responsibility for such actions.
5.
COMMERCIAL AGENT
Solely for the purposes of delivering services to you pursuant to these Terms, Trade Trust is your agent and it has authority to contract for and bind you, on your behalf.
6.
CURRENCY CLOUD SERVICE
6.1.
The Currency Cloud Limited (“Currency Cloud”) is an entity that is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 and the Payment Services Regulations 2009 for the issuing of electronic money and the provision of payment services. Trade Trust has entered into arrangements with Currency Cloud on your behalf and on behalf of the Buyer to operate the Currency Cloud payment engine platform for Transactions carried out on the Site (the “Currency Cloud Service”). The Currency Cloud Service involves the use by the Buyers, of an account operated by Currency Cloud (the “Currency Cloud Account”), whereby the Transaction Funds are paid by the Buyer into the Currency Cloud Account and the Transaction Funds are only released to you when certain conditions are met.
6.2.
You are responsible for providing Trade Trust with correct and accurate account details, into which the transaction moneys are to be transferred. Trade Trust may rely on such details that are provided as being correct and accurate and is not responsible for any liability resulting from the provision by you of incorrect and inaccurate details.
6.3.
In order to carry out Transactions using the Currency Cloud Service, you are required to provide Trade Trust with Know Your Customer (“KYC”) documentation which may include, but is not limited to, stock ownership documents. Trade Trust will provide Currency Cloud with this KYC documentation, in order to allow Currency Cloud establish your identity, so that it satisfies its obligations in relation to anti-money laundering and tax evasion laws. Currency Cloud reserves the right in its sole discretion to carry out all and any necessary money laundering, terrorism financing, fraud or other illegal activity checks before processing any upload, payment or withdrawal transaction.
6.4.
You consent to the provision by Trade Trust of your relevant personal information to Currency Cloud so that it can perform its KYC due diligence. You further consent to this information being sent to its group companies, some of which are outside the European Economic Area.
6.5.
You acknowledge that you are liable for all losses proceeding from delays on your part in providing the KYC documentation to Trade Trust.
6.6.
You acknowledge that Currency Cloud may suspend access to the Currency Cloud Account and Trade Trust is not responsible for any such suspension of access, where Trade Trust has complied with its obligations under its terms of use agreed with Currency Cloud. When maintenance is scheduled on the Currency Cloud platform, you will be provided with 24 hours advance notice.
6.7.
In the event that Currency Cloud fails to execute or incorrectly executes a payment, unless it can establish that the amount was correctly received by you or that the error was caused by you, it will refund the non-executed or defective payment to the Currency Cloud Account.
7.
TRANSACTION FUNDS
7.1.
You are responsible for agreeing the terms in relation to the Transaction and the Product with the Buyer, including the specifications, purchase price and quantity of the Products.
7.2.
You are responsible for contacting Trade Trust and outlining the terms of the agreement. Trade Trust then contacts the Buyer in relation to the transfer of the full amount of the Transaction funds (the “Transaction Funds”) to the Currency Cloud Account, within an agreed timeframe.
7.3.
You are responsible for the payment, in advance of the collection of the Products, to Trade Trust of the agreed service fee, which applies to each Transaction (the “Service Fee”) and the Logistics Fee (as defined below) associated with the transport of the Products, and which will be paid by Trade Trust to the delivery partner nominated by Trade Trust (the “Logistics Provider”).
7.4.
The Transaction Funds are held in the Currency Cloud Account and are released to you only when Trade Trust receives confirmation that the Buyer has carried out an inspection at the designated collection point (the “Collection Point”) and that the Products have been released to the Buyer.
7.5.
There will be no liability on the part of Trade Trust or Currency Cloud where any delay or failure in your receipt of the Transaction Funds is on the part of your bank.
8.
LOGISTICS AND INSPECTIONS
8.1.
You agree to use the Logistics Provider and that a fee will be charged for this service (the “Logistics Fee”). As mentioned at paragraph 7.3 above, you are responsible for the payment of the Service Fee and the Logistics Fee in advance of the collection of the Products by the Logistics Provider. You are further responsible for any loss resulting from a delay or failure on your part to pay the Service Fee and / or the Logistics Fee.
8.2.
You will supply all relevant documentation to Trade Trust and its Logistics Partner in order to maintain proper records and facilitate customs clearance.
8.3.
You agree to supply Trade Trust with a list of the IMEI numbers for the handsets being shipped as part of the Transaction, to maintain a traceable record of the Products.
8.4.
You acknowledge that the Logistics Provider will conduct a pre-shipment inspection of a sample of the Products, chosen at random, to confirm volume, quality and specifications as per the agreement. (the “Pre-Shipment Inspection”).
8.5.
In the event that the Products do not pass the Pre-Shipment Inspection, or, subject to paragraph 8.7, if you are unable to fulfill the terms of the sale with the Buyer, including not being able to supply the stock in time or the Products not being in compliance with the specifications outlined in the terms of sale with the Buyer, you acknowledge that the Transaction will be cancelled and the Service Fee and the relevant portion of the Logistics Fee, will not be refunded.
8.6.
In the event that following a transfer of the Transaction Funds to the Currency Cloud, and before the collection of the Products by the Logistics Provider from you, a request for a refund is made by the Buyer, you will be refunded the Service Fee and the Logistics Fee.
8.7.
Where, in advance of the collection of the Products by the Logistics Provider from you, you are unable to fulfill an order within the agreed timeframe, as a result of unavailability of stock, you may come to an agreement with the Buyer for the delivery time to be extended. You must provide reasonable notice of the agreed extension to the Logistics Provider.
8.8.
Where possible, you shall be provided access to a real-time tracking service of Products where the status of the transit can be tracked.
8.9.
In accordance with paragraph 7.4, in the event that the Buyer refuses to accept the Products as a result of your failure to comply with the terms of the sale, you are liable to pay to the Logistics Provider the logistics cost of returning the Products back to the origin.
9.
TRANSACTION FUNDS
9.1.
The proceeds of a sale (the “Transaction Funds”) are held in the Currency Cloud Account and are released to you only when Trade Trust receives confirmation that the Buyer has carried out an inspection at the Collection Point and the Products have been released to the Buyer. Trade Trust then instructs Currency Cloud to release the Transaction Funds to you.
10.
LIMITATION OF LIABILITY
10.1.
You acknowledge that the role of Trade Trust is solely facilitating the meeting of Sellers and Buyers and the trading of Products in the Trading Floor. By using the Currency Cloud Account, Trade Trust is providing you with the assurance that the Products will not be released to the Buyer unless the Transaction Funds have transferred and the Buyer has carried out its own inspection of the Products.
10.2.
Nothing in these Terms excludes or limits Trade Trust’s liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability on our part that cannot be excluded or limited by the laws of Ireland.
10.3.
The total liability of Trade Trust for any breach of these Terms, or otherwise in relation to the subject matter of this agreement (including in contract, equity, tort or otherwise (including negligence) shall in no event exceed the total fees paid by you, if any, to Trade Trust under these Terms during the twelve (12) months immediately preceding the date on which the most recent claim arose.
11.
GENERAL
11.1.
You are responsible for all taxes on the revenue generated from the trade, as prescribed by the tax laws of your country of registered business.
11.2.
Disputes between you and Trade Trust regarding our services may be reported to Trade Trust. You acknowledge that Trade Trust will resolve any disputes that arise between you and the Buyer and that the Transaction Funds will not be released to you, and the Products will not be released to the Buyer, until the dispute is resolved.
12.
GOVERNING LAW
These Terms will be governed by, and construed and enforced in accordance with the laws of Ireland. You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Ireland.
Thank you for using Trade Trust