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