PLEASE READ THIS DOCUMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
Acceptance of Terms
1. These terms and conditions (the “Terms”) set out the terms and conditions of use by You the user (‘You” or “Your”) of the Tradeforus Limited (“Tradeforus”) online platform (the “Platform”) at www.tradeforus.com (the “Website”). These Terms and any documents referred to in any online application and client agreement form a single agreement between the parties (the “Agreement”).
2. You acknowledge that You have read these Terms, understand them and agree to be bound by them. Using the Website or Platform, Your electronic acceptance of the Terms or commencement of use of the Website or Platform to enter into transactions with third parties constitutes Your acceptance of the Terms. If the person agreeing to the Agreement is accepting on behalf of You, such individual represents that they have the authority to bind You and any applicable affiliates to the Terms.
3. You agree to be bound by the Agreement for use of the Website and Platform by anyone acting as Your agent, and transactions entered into by anyone who uses the account which You have established with Tradeforus, whether or not the transactions were on Your behalf.
4. In using the Website and Platform You agree that You are aged 18 years or over. The Website and Platform are available only to persons who can make legally binding contracts under applicable law.
5. If You do not agree to abide by the Agreement, You are not authorised to use or access the Website or Platform.
Registration Process and Account Information
6. To commence use of the Website and Platform You must first complete the Tradeforus onboarding registration process through the Website. Tradeforus will evaluate Your application for registration and notify You of its acceptance or rejection. Tradeforus may reject Your application in its absolute discretion.
7. If requested by Tradeforus You agree to immediately provide government-issued photo identification (by way of valid passport or drivers licence), proof of address or such other identity documents and/or government-issued business identification as required for verification of identity.
8. You agree You have provided accurate, current and complete information in the onboarding registration process and that You will notify Tradeforus within five (5) business days when any of the information You provided as part of the onboarding registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Tradeforus to determine the validity of information provided by You, will constitute a material breach of the Agreement. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Tradeforus has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Tradeforus has the absolute right, in its sole discretion, to terminate Your use of the Website and Platform and close Your account.
9. You are responsible for maintaining the confidentiality of Your password and account information. The Website and Platform are not an archive and Tradeforus shall have no liability to You or any other person for loss, damage or destruction of any information or content. If Your password is lost, stolen or otherwise compromised, You shall promptly notify Tradeforus, whereupon Tradeforus shall suspend access to Your account by use of such password and issue a replacement password to You or Your authorised representative. Tradeforus will not be liable for any loss You may incur as a result of someone else using Your password or account, either with or without Your knowledge. You could be held liable for losses incurred by Tradeforus or any other party due to someone else using Your account or password. If Tradeforus terminates Your use of the Website or Platform, it may, at its own option, remove and destroy data and files stored by Tradeforus on Your behalf. Tradeforus has no obligation to monitor Your use of the Website and Platform but reserves the right in its sole discretion to do so.
10. Any user IDs, names or passwords associated with Your account shall be maintained by You as confidential and should not be shared by You with anyone not authorized to have access to Your personal information. You may have multiple accounts on the Website, but Tradeforus strictly forbids the use of multiple accounts for the same sole user or the use of one account for multiple users.
11. You will pay fees for use of the Website and Platform in accordance with the rates that apply at the time of completing the transaction or agreed between you and the Tradeforus Agent. Buyers and sellers are only charged a fee when a transaction takes place, with this fee varying depending on the type of animal being sold or purchased. Tradeforus on notification to You by email or update published on the Website may from time to time amend the Fees payable for use of the Website, Platform and services.
12. You can pay Fees by bank transfer, cheque or credit card. If paying by Credit Card, Tradeforus will charge applicable Fees to the credit card account that You authorise (“Authorised Card”), and Tradeforus will continue to charge the Authorised Card (or any replacement card) for applicable Fees until Your use of the Website and Platform is terminated, and any and all outstanding Fees have been paid in full. If you are paying by cheque or bank transfer, fees are due within 15 days of invoice.
13. Fees are paid in Euro.
14. If Tradeforus are not able to process payment of Fees using the Authorised Card, Tradeforus will make a second attempt to process payment using the Authorised Card 2 days later. If the second attempt is not successful, Tradeforus may suspend and revoke access to Your account. Your account will be reactivated upon Your payment of any outstanding Fees. You will not be able to access Your account during any period of suspension. If the outstanding Fees remain unpaid for 30 days following the date of suspension, Tradeforus reserves the right to terminate the Agreement and Your use of the Website and Platform. We reserve the right to take legal steps to recover our costs and the user will be responsible for all Tradeforus Limited legal costs incurred.
15. All Fees are exclusive of applicable taxes. It is Your responsibility to comply with tax law and Tradeforus shall have no liability whatsoever in connection with Your failure to comply with local Tax law.
16. Refunds of Fees are at the discretion of Tradeforus and shall only arise in circumstance where (as determined by Tradeforus in its sole and absolute discretion) there has been an oversight or error in the Fee charged by Tradeforus.
Term and Termination
17. These Terms will continue in full force and effect for as long as Tradeforus is providing You access to the Website and Platform.
18. Tradeforus shall have the right to terminate Your use of the Website and Platform at any time for any reason, including, but not limited to, Your breach of the Agreement, or Your violation of any law, including, without limitation, violations of intellectual property rights of Tradeforus or the intellectual property rights of a third party, or violations of other applicable laws and regulations. Following any such termination, Tradeforus shall have no obligations, responsibilities, or liabilities to You or any third party. Notwithstanding anything to the contrary contained herein, in the event that Tradeforus terminates Your right to use the Website or Platform, Tradeforus shall in no way be precluded from pursuing any and all of its additional rights and remedies, either at law or in equity, for any claims, damages, awards, costs and/or liabilities occasioned by any such breach or violation.
19. Tradeforus expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to the Website and Platform for any reason (as determined by Tradeforus in its sole and absolute discretion), including but not limited to the following: (i) to protect the integrity and stability of the Website and Platform (ii) to assist with fraud and abuse detection and prevention efforts, (iii) to comply with court orders against You, Tradeforus and/or the Website, (iv) to comply with any laws, rules and regulations, (v) to comply with requests of law enforcement (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Tradeforus, its officers, directors, employees and agents, as well as any affiliates of Tradeforus, including, but not limited to, instances where You have issued legal proceedings or threatened to issued legal proceedings involving Tradeforus, or (ix) to respond to an excessive amount of complaints related in any way to Your use of the Website or Platform.
20. You may cancel Your account at anytime by following the specific instructions indicated to You on the Website.
21. Upon cancellation or termination of use of the Website and Platform by either party for any reason:
21.1. Tradeforus will cease providing You with access to the Website and Platform and You will no longer be able to access Your account.
21.2. Unless otherwise provided in the Agreement, You will not be entitled to any refunds of any Fees.
21.3. Any outstanding balance owed to Tradeforus for Your use of the Website and Platform, to include any Fee in respect of transactions which are in the process of but not yet completed, through the effective date of such termination or cancellation will immediately become due and payable in full.
21.4. If at the date of termination of Your use of the Website and Platform, there are any outstanding Fees owing by You, You will receive one final invoice by email to the email address stored by You with Tradeforus and the amount shall be immediately charged to Your Authorised Card.
22. Tradeforus expressly reserve the right to modify or terminate the Agreement and Your use of the Website and Platform for any reason, without notice at any time.
Use of the Website and Platform
23. You will not upload any material to the Website or Platform in any manner (as determined by Tradeforus in its sole and absolute discretion) that:
23.1. Is illegal, or promotes or encourages illegal activity.
23.2. Includes content not permitted by Tradeforus.
23.3. Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking.
23.4. Infringes on the intellectual property rights of any person or entity.
23.5. Interferes with the operation of the Website or the Platform provided.
23.6. Contains or installs any viruses, worms, bugs or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of the Website or Platform.
23.7. Involves the offer for sale or purchase of any item or service prohibited by Tradeforus.
24. You warrant and agree that any information You post or display on the Website or Platform shall:
24.1. Be true, accurate, complete and lawful.
24.2. Not be false, misleading or deceptive.
24.3. Not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful.
24.4. Not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
24.5. Not violate any of Tradeforus policies or any other terms.
25. You warrant and agree that You shall:
25.1. Carry on Your activities on the Website and using the Platform in compliance with any applicable laws and regulations.
25.2. Carry on Your activities in accordance with the Agreement and any applicable additional agreement.
25.3. Not use the Website or Platform to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards).
25.4. Not impersonate any person or entity, misrepresent Yourself or Your affiliation with any person or entity.
25.5. Not engage in spamming or phishing.
25.6. Not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities.
25.7. Not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information.
25.8. Not involve any scheme to undermine the integrity of the data, systems or networks used by Tradeforus, the Website or the Platform or gain unauthorised access to such data, systems or networks.
25.9. Not engage in any activities that would otherwise create any liability for Tradeforus or its affiliates.
26. You agree that You shall not (and You agree not to allow any third party to):
26.1. Modify, adapt, translate, copy or reverse engineer any portion of the Website or Platform.
26.2. Remove any copyright, trade mark or other proprietary rights notices contained in or on the Website or Platform or in or on any content or other material obtained via the Website or Platform.
26.3. Use any hardware, software, or other device, process or means to access, retrieve or index any portion of the Website or Platform.
26.4. Access, retrieve or index any portion of the Website or Platform for purposes of constructing or populating any database.
26.5. Reformat or frame any part of the Website or Platform.
26.6. Create user accounts by automated means or under false or fraudulent pretences or create multiple log-ins.
26.7. Transmit any viruses, worms, defects or other items of a destructive nature.
26.8. Use the Website or Platform to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene.
26.9. Copy or store any content offered on the Website and Platform.
26.10. Use any device, software or routine that interferes with the proper working of the Website or Platform or otherwise attempt to interfere with the proper working of the Website or Platform.
26.11. Take any action that imposes, or may impose in the sole discretion of Tradeforus, an unreasonable or disproportionately large load on the Website or Platform.
26.12. Use the Website or Platform, intentionally or unintentionally, to violate any applicable law or regulations.
26.13. Impersonate any person or entity.
26.14. Attempt to gain unauthorised access to the Website or Platform, its facilities and/or services or any accounts, computer systems or networks connected to the Website or Platform, its facilities and/or services through hacking or any other means.
26.15. Post or use any material that is obscene, defamatory, seditious, indecent, offensive, incite racial hatred or incite a crime, be scandalous or inappropriate.
26.16. Harvest or otherwise collect by any means any programme material or information from the Website or Platform, or to monitor, mirror or copy any content of the Website or Platform.
26.17. Identify or speculate as to the identity of any anonymous or pseudonymous user.
26.18. Solicit passwords or personally identifying information for commercial or unlawful purposes.
27. Tradeforus reserves the absolute right at its sole discretion, without being obliged to give any reason, to reject, amend or remove any content posted or submitted by You at any time and without notice to You. Tradeforus reserve the right to monitor and to review all content submitted to, accessed on or published on the Website or Platform at any time.
29. Tradeforus reserves the right (but undertakes no duty) to decide whether any item of content is appropriate and/or complies with these Terms. Tradeforus (in its sole and absolute discretion) may remove any item posted to the Website and/or terminate access to the Website and Platform for posting or publishing any material in violation of these Terms, or for otherwise violating the Agreement (as determined by Tradeforus in its sole and absolute discretion), at any time and without prior notice. If Tradeforus terminates Your access to the Website and Platform Tradeforus may, in its sole and absolute discretion, remove and destroy any data and files stored by Tradeforus on Your behalf.
30. Tradeforus makes no representations, warranties or guarantees as to the actions or inactions of any user of the Website or Platform.
31. All items placed on the Website and Platform for sale by You are on the basis that You, as seller, warrant Your right to sell same. You, as seller or purchaser, indemnify and hold Tradeforus, its affiliates, officers, agents, employees and partners harmless from and against any and all actions, proceedings claims, demands, costs, charges and expenses to which Tradeforus may be exposed or which Tradeforus may incur by reason of any defect in title of items placed for sale on the Website and Platform.
32. Tradeforus accepts no responsibility for any error in description or weight referenced on the Website. Descriptions and pedigrees are supplied by the seller, who alone are responsible for their accuracy.
33. When stating on the Website or Platform any details in respect of the items offered for sale, including but not limited to the owner and the person in whose name the herd or flock from which an animal is being offered for sale is registered, the testing history regarding each animal, the grade and quality status of each animal and the identity of the seller of each animal, Tradeforus have relied solely on such representation made to them by the seller and Tradeforus accept no responsibility or liability for the accuracy or otherwise of any such information stated on the Website or Platform, to include whether the seller is registered as a dealer or not. You indemnify and hold Tradeforus, its affiliates, officers, agents, employees and partners harmless from and against any and all actions, proceedings claims, demands, costs, charges and expenses to which Tradeforus may be exposed or which Tradeforus may incur by reason of any defect in the information provided.
34. Tradeforus reserve the right to rearrange, consolidate or withdraw any items placed for sale or to vary the order of sale. Tradeforus reserves the right to refuse to accept any offers for sale or purchase of items without giving any reason.
35. No condition or warranty expressed or implied has in any circumstances been given by Tradeforus or any employee or representative of Tradeforus, whether as to title, description, the quality or merchantability of any item offered for sale, sold or otherwise. Tradeforus, their employees and representatives shall not incur any liability to a purchaser in respect of any announcement or statement relating to or affecting any item offered for sale, nor shall they incur any liability in relation to any dispute between any purchaser and seller.
36. Purchasers should ensure that they receive on day of sale correct passports, identity documentation and proof of ownership for all purchases. Tradeforus shall not be liable for any losses incurred by purchasers due to any discrepancies or otherwise in such documentation. Confirmation of the authenticity of such documentation is the responsibility of the sellers and purchasers.
Failure to Comply
37. Failure by You to comply with the Agreement may result in Tradeforus taking all or any of the following actions:
37.1. Immediate, temporary or permanent withdrawal of Your right to use the Website and Platform.
37.2. Take legal proceedings against You for reimbursement of all costs on a full indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
37.3. Other legal action against You.
37.4. Disclosure of such information to law enforcement authorities as Tradeforus reasonably feel is necessary.
38. Tradeforus exclude liability for actions taken in response to breaches of the Agreement and restrictions of use. The responses described in these Terms are not limited, and Tradeforus may take any other action Tradeforus reasonably deem appropriate.
39. Tradeforus owns all intellectual property rights and copyright in the Website and Platform (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Website and Platform.
40. You shall have no rights in respect of the Website and Platform (including with respect to functionality, content, text, graphics, logos and icons) and the software and other material underlying or forming part of the Website and Platform.
41. Tradeforus may, on receipt of Your prior written consent (which is not to be unreasonably withheld), use Your trademarks, trade names and logos, in the promotion, advertisement and sale of products for the duration of the Agreement.
42. You will not use the Tradeforus name, logo and promotional material without the prior, express, written consent of Tradeforus.
43. You agree that You will not, in any manner or by any means, reverse-engineer, resell, adapt, reproduce, copy, store, distribute, print, display, publish or create derivative works from any part of the Website or Platform, or attempt to commercialise, copy or sell any information or matters derived from the Website or Platform.
The Website and Platform
44. Tradeforus shall attempt to provide the Website and Platform for twenty-four (24) hours a day, seven (7) days a week throughout the term of the Agreement. You agree that from time to time, the Website and Platform may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Tradeforus may undertake from time to time; or (iii) causes beyond the control of Tradeforus or which are not reasonably foreseeable by Tradeforus, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You agree that Tradeforus has no control over the availability of the Website and Platform on a continuous or uninterrupted basis.
45. Neither Tradeforus nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Website and Platform, and Tradeforus will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Website and Platform.
46. The Website and Platform are provided by Tradeforus on an “as-is” basis, without warranties or any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Website and Platform will be uninterrupted or error-free.
47. Tradeforus do not exclude or limit in any way its liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by Tradeforus’ negligence or the negligence of Tradeforus’ employees, agents or subcontractors and for fraud or fraudulent misrepresentation. However to the fullest extent allowed by applicable law, under no circumstances and under no legal basis (including, without limitation, tort, (including negligence) contract, breach of statutory duty, strict liability, or otherwise) shall Tradeforus (or its licensors or suppliers) be liable to You or to any other person for (a) any damages (even if forseeable) resulting from Your selection, or use of, or inability to use, or the suitability of the Website and Platform, and any use by You, or reliance by You on, of the information, content, items and experiences provided via the Website and Platform, including any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind, including damages for loss of profits, sales, business, or revenue, loss of goodwill business opportunity, goodwill or reputation or anticipated savings, work stoppage, accuracy of results, or computer failure or malfunction.
48. To the fullest extent allowed by applicable law, You agree to indemnify and hold Tradeforus, its affiliates, officers, agents, employees and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal fees) arising from or in any way related to any third party claims relating to (a) Your use of the Website and Platform (including any actions taken by a third party using Your account), and (b) Your violation of this Agreement. In the event of such a claim, suit, or action, Tradeforus will attempt to provide notice of the claim, suit, or action to the contact information Tradeforus have for Your account (provided that failure to deliver such notice shall not eliminate or reduce Your indemnification obligations hereunder).
49. Tradeforus does not act as Your agent and shall have no liability whatsoever to You or any other person in respect of orders or transactions implemented utilising the Website or Platform.
50. The total liability of Tradeforus in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Agreement shall be limited to the total Fees paid by You to Tradeforus for use of the Website or Platform in the preceding calendar month.
51. Tradeforus neither assumes, nor does it authorise any person or entity to assume on its behalf, any other liability in connection with the provision of the Website or Platform.
52. The limitations of liability provided in the Agreement inure to the benefit of Tradeforus, its shareholders, affiliates and to all of its respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent permitted by law.
Nature of Relationship
54. Tradeforus may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement. Tradeforus shall be expressly discharged from all obligations and responsibilities arising after such assignment or transfer.
55. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of Your rights or obligations under the Agreement without the prior written consent of Tradeforus.
56. Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
57. Tradeforus shall not be liable to You as a result of any delay or failure to perform its obligations under the Agreement if and to the extent such delay or failure is caused by an event beyond the reasonable control of Tradeforus including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Tradeforus or any other party), failure of a utility service or transport network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
58. In the course of providing You services and in respect of Your use of the Website and Platform, Tradeforus may need to communicate with You via email or other contact details that You have recorded with Tradeforus on the Website or Platform. You agree to receive emails which are necessary for the normal functioning of the Website and Platform, including emails which help inform You about functionality. Notices given by Tradeforus to You may be given by e-mail or by general posting on the Website. Communications required or permitted hereunder shall be deemed duly given to You upon being transmitted by email to the current email address recorded for You on the Website or Platform (provided Tradeforus has not received any delivery or transmission failure notice).
59. A waiver by Tradeforus of any breach by You of any part of the Agreement or the acquiescence of Tradeforus to any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term, provision or condition or of any subsequent act contrary thereto. A failure to exercise or delay in exercising a right or remedy provided by the Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by the Agreement or by law prevents further exercise of that right or remedy or the exercise of another right or remedy.
60. If any provision of the Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Entire Agreement and Amendment
61. The Agreement and any agreed addendums represent the entire agreement between the parties and the provisions of the Agreement and any addendums shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of the Agreement.
62. You agree that Tradeforus may amend the Agreement from time to time. You agree to be bound by any changes Tradeforus may reasonably make to the Agreement when such changes become effective. No proposed amendment to the Agreement by You shall be effective unless and until same is agreed to in writing by Tradeforus.
63. Tradeforus may, in its sole discretion amend these Terms (in whole or in part) at any time. Amendments will be effective immediately upon posting on the Website. Your continued use of the Website and Platform represents Your agreement to be bound by the Terms as amended from time to time. You are responsible for ensuring that You are familiar with the latest Terms at all times.
64. If You access the Website and Platform You do so on Your own initiative and at Your own risk and You are responsible for compliance with the applicable laws and regulations of the location in which You access the Website and Platform.
65. The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Ireland. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
66. Without prejudice to the foregoing, Tradeforus may seek provisional or protective relief in the courts of another State prior to, during or after any substantive proceedings have been instituted in Ireland and Tradeforus may bring enforcement proceedings in another State on foot of an Irish judgement.