B2B SERVICE AGREEMENT


B2B SERVICE AGREEMENT




GENERAL

This document constitutes an agreement (hereinafter – Agreement) between TradeMe-Links a subsidiary company of Capstone LLC registration number 01-1-07128-18, (hereinafter –TradeMe-Links), and you, (hereinafter – Customer), containing general terms regarding the use of services, including services provided by trademe-links.com for the purpose of linking buyers to suppliers across the Middle East.


The following provisions apply to all entities using the website including all the subdomains and their applications.


The Customer hereby confirms that it is familiar with the terms and conditions on the use of trademe-links.com, including the terms and conditions contained herein and agrees to commit to and follow them. If the Customer disagrees to unconditionally follow the terms and conditions stated herein, the Customer has no right to use the services provided by TradeMe-Links and hence, may unilaterally block the Customer’s access to the website.


This Agreement determines the terms and conditions for all, and any actions performed by the Customer while connected to any of the buyers and logged into TradeMe-Links and using an internet connection. The services refer to all and any Customer’s actions which can be performed on the website, the following: (i) publishing an advertisement for products; (ii) reading published information; (iii) writing questions, answers and/or comments; (iv) publishing, sending and/or receiving any kind of information and/or data with respect to business-to-business services.


The Customer is entitled to receive a training on the use of the Website in order to upload product images and price lists. Training conditions are made by an additional agreement between TradeMe-Links and the Customer.


ENTRY INTO THE AGREEMENT

Prior to using TradeMe-Links and receiving the Services, the Customer must sign up with the website by providing the requested information in the sign-up application for new Customer company registration and followed by uploading necessary documentation as required. Upon successful completion of the sign-up application, TradeMe-Links will provide the Customer with an account accessible via the username and password that the Customer has chosen. By clicking the “Sign up” button located at the end of the sign-up application, the Customer enters into the Agreement with TradeMe-Links and no additional signatures are needed. The Agreement represents and warrants that:


  • According to the applicable laws the Customer is entitled to enter into an agreement with TradeMe-Links to use the Website and receive the Services for connecting directly with potential buyers;
  • The Customer has carefully studied, fully understands and agrees to comply with the terms and conditions in the Agreement.
After submitting the sign-up application, the Customer will receive an e-mail with additional information that must be followed to complete the registration. The failure to follow the instructions and complete the registration process will result in termination of the Agreement and the right to use the website.


SERVICES

TradeMe-Links provides the Customer with a virtual space and access to all buyers (prior registration requested), where the Customer has the ability to use the Services, which are the following actions: (i) publish the Customer’s advertisements about any new products and/or goods offered (hereinafter – Advertisements);


read Advertisements; (ii) search for Advertisements, and use other Services provided in the website.


TradeMe-Links will not take any part in trade between the Customer and its clients within the website and is not involved in the business dealings and contracts between the entities using the website. TradeMe-Links is not a broker, nor an agent or a representative, and does not assume any liability with respect to relationships between the Customer and its Clients.


Any information published on the Websites will not be considered as an offer by TradeMe-Links to make any trade or provide any services directly to the Customer’s clients.


All intellectual property rights to the Website and all its content, including copyright, trademarks, trade names, inventions, designs, company names, know-how, commercial secrets and any other intellectual property rights belonging to TradeMe-Links is legally authorized to use any such rights granted by third party, where applicable.


The Customer grants TradeMe-Links with all the rights for an unlimited time period and with no territory limitations to use any works, objects, information, or data advertised or sent on the Websites by the Customer.


CUSTOMER’S RIGHTS AND OBLIGATIONS

The Customer commits:


  • To submit true, accurate and complete information and documents as requested by TradeMe-Links;
  • Not to use the Website or the Services for illegal purposes or trade;
  • To provide true, accurate and complete information while using the Website
  • To ensure that all information presented in the Website, including files, product images, e-mail letters:
    • is not false;
    • is not offering forbidden or restricted services or goods;
    • does not violate any third-party rights (including intellectual property rights);
    • does not violate applicable laws (including consumer protection laws, competition laws, import/export laws);
    • does not violate civil order and public morals;
    • does not transmit files that contain viruses, corrupted files or any programs that may damage or adversely affect the operation of the Services of the Website or another person’s computer or hardware;
    • does not attempt to gain unauthorized access to the Website or any Services;
    • does not decompile, reverse engineer or otherwise attempt to obtain the source code of the Website;
    • does not modify the Website in any manner or form or use modified versions of the Website;
    • is not directly or indirectly advertising or promoting third parties, which can be or are competitors to TradeMe-Links and provide links to such parties or products
  • not to copy, store, transfer, make publicly available or otherwise process the Customers’ data available in the Website, or data about any actions of the Customers, including services offered and/or searched and prices, etc.
  • to ensure confidentiality of the Customer’s account login name and password, except for persons nominated by the Customer as the actual users of the Website and;
  • regularly update the Customer’s contact information provided on the Website and inform TradeMe-Links within 3 (three) business days after updating the information by sending an e-mail to the following e-mail address: info@trademe-links.com;
  • report to TradeMe-Links by email if the Customer’s account login and/or password, which are necessary to use the Website, are or may have been lost or disclosed to a third party within 24 (twenty-four) hours after becoming aware of it;
  • announce the Advertisements only in suitable themes and sections;
  • not to post meaningless Advertisements or Advertisements with meaningless symbols;
  • When using the Services, the Customer confirms that the following is true and accurate:
  • the Customer has the legal capacity and rights to execute trades offered on the Website;
    • the Customer will properly execute its obligations as specified in the Agreement;
    • The Customer understands and agrees that the Agreement creates only those legal relations, which are directly stated in the Agreement;
    • The Customer understands and agrees that TradeMe-Links verifies the Customer’s identity only by its account login and password including company trade license;
  • The Customer is itself responsible for compliance with its obligations, statutory and otherwise, to retain and properly archive commercial documents. For this purpose, the Customer is entitled to store posted documents and documents transmitted to it on its own data storage media.

TRADEME-LINKS RIGHTS AND OBLIGATIONS

TradeMe-Links has the right to restrict or terminate the Customer’s right to use the Website and block the access, including any information which the Customer has placed onto the Website if it suspects fraudulent activity. TradeMe-Links has the right to edit any information provided in the Customer’s Advertisement, terminate the Customer’s Advertisement, terminate its account or disable further Customer’s registration on the Website, if the Customer:


  1. violates the Agreement or any other terms and conditions provided by TradeMe-Links:
  2. provides false or incomplete information upon registering or using the Services;
  3. knowingly posts false or misleading information on the Website, insults other users or acts improperly.
TradeMe-Links has the right (but not an obligations) to monitor the Customer’s actions on the Website at any time, including monitoring the content of the Customer’s Advertisements. TradeMe-Links has the right to investigate any violation of the Agreement according to applicable laws.


TradeMe-Links has the right to delete the Customer’s Advertisements or any other information from the Website at any time, if it violates the Agreement or applicable laws, legal rights of the users or data subjects of the Website are contrary to public morals.


TradeMe-Links has the right to edit Advertisements and transfer them to other sections at any time to ensure better communication on the Website, but without changing the Customer’s data.


TradeMe-Links has the right to charge the Customer for the Services based on the fees specified on the Website (when the site is open for subscriptions.


TradeMe-Links has the right to send the Customer commercial offers or other offers by TradeMe-Links. The Customer has the right to refuse to receive such offers.


The Customer agrees that TradeMe-Links has the right to pause or terminate the operation of the Website at any time without any warning and without an obligation to pay any compensation to the Customer.


SAFEGUARDING OF BUSINESS AND TRADE SECRETS

TradeMe-Links) and the Customer agree to preserve the strict secrecy of the Confidential Information as defined below; they covenant not to reveal or disclose such information to third parties, to use it solely for the purposes as described in this Agreement, and to take all appropriate action in accordance with the terms of this Agreement to preserve the secrecy of the Confidential Information and prevent any disclosure thereof.


The term Confidential Information includes without limitation all documents, all data, information and all knowledge that TradeMe-Links or the Customer contributes, or of which they become mutually aware, in connection to this Agreement or its performance. The term also includes such data, information and knowledge that is made available or exchanged in connection with the access to or the use of an application or the non-public area of the Website. Confidential Information furthermore includes any document, data, information and knowledge or other item contributed by TradeMe-Links or the Customer that is expressly designated as such or is recognized as such.


The obligation of this Agreement does not apply to Confidential Information as to which the disclosing party is able to prove (a) that, at the time of its communication by the party that provided it, it was either (i) a matter of common knowledge, i.e., already published or generally accessible, or (ii) already known to the disclosing party, or (b) (iii) that, subsequent to its communication by the party that provided it, it became a matter of common knowledge without fault on the part of the disclosing party, or (c) (iv) that, subsequent to its communication, it was made available to the disclosing party by a third party in a lawful manner without restrictions regarding the confidentiality or use thereof.


In fulfilling the above confidentiality obligations, the Customer shall impose corresponding written obligations on its employees and other persons involved in performing the Agreement or using the Website or are able to obtain access to Confidential Information.


PERSONAL DATA

TradeMe-Links acts as a processor of all and any personal data uploaded by the Customer to the Website and provided to TradeMe-Links for the performance of the Services or the Agreement. TradeMe-Links shall inform the Customer if it receives any data subject requests regarding personal data uploaded to the Website by the respective Customer and shall under no circumstances answer any data subject requests directly.


TradeMe-Links shall provide technical and organizational measures ensuring secure processing of any personal data on the Website according to applicable laws, the Customer shall not audit, inspect or otherwise analyze TradeMe-Links compliance with applicable personal data protection laws.


Any personal data processing on the Website for example, assessing the quality of a driver’s work or blacklisting her or him, shall be controlled by the respective Customers jointly or separately. The Customer warrants and represents that it is the controller of the personal data of blacklisted drivers available on the Website based on a legitimate interest. The Customer has carried out a legitimate interest test required under applicable laws.


TradeMe-Links shall issue all the information available about a data subject, restrict, erase or rectify personal data and assist the Customer with compliance with the General Data Protection regulation only upon a Customer’s written request and for a separate fee.


The Customer is responsible for informing the data subjects that TradeMe-Links will use all and any personal data uploaded to the Website for supplying and developing Services and ensure a lawful basis for such processing.


Should the Customer stop using the Website or the Services, the Customer is responsible for informing TradeMe-Links what should be done with the personal data, which TradeMe-Links processes on its behalf.


SUBSCRIPTION & BILLING TERMS

  • Supplier subscriptions are on an annual basis and can be paid online through the admin portal, or via bank transfer
  • Online payments through the admin panel register users for an auto-renewal subscription, which means the supplier will be billed automatically for the annual renewal of their plan. The supplier can choose to opt out of auto-renewal billing from the admin panel.
  • If there are changes in our subscription fees, the supplier will be billed based on the new annual fee during the time of annual renewal, the fees will not affect their current subscription plan.
  • If a subscription is pending for payment to be renewed, the supplier will receive a grace period of one week to complete the pending payment If subscription fees have not been paid during the grace period, the supplier’s products will be automatically removed from the TradeMe-Links platform

LIABILITY

The Customer agrees that TradeMe-Links is not and will not be responsible or liable for failure of, or errors in the performance of the Website or the Services, including the operation and performance.


TradeMe-Links will not be responsible for goods or services or their quality related to using the Website.


The Customer agrees and understands that TradeMe-Links is not and will never be responsible in any matters for all and any actions of itself or disorders related to the Customer’s usage of the Website. The Customer accepts all the responsibility for any harm or losses, which it or the third party might encounter while using the Website or the Services or information.


The Customer is fully liable for breach of the Agreement and/or any applicable laws and regulations and must stop and remedy such breach immediately after receipt of a respective request from TradeMe-Links or any state or other authority.