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