TRUECIRCLE TRADE TERMS AND CONDITIONS

 

  1. INTRODUCTION TO TRUECIRCLE TRADE

 

  1. What we do. TrueCircle provides a platform which enables sellers to advertise, auction and sell certain recyclable or recycled materials to buyers.  Any agreement to purchase materials made through the platform is between the seller and the buyer. TrueCircle does not have possession of any of the materials sold through the platform, it is not a traditional auctioneer, and it only acts as an intermediary between buyers and sellers.    

 

  1. What these terms cover. The following terms and conditions (Terms & Conditions) set out the legally binding agreement under which you use our website at  https://market.truecircle.ai  (the Website) and the services provided through the Website (together, TrueCircle Trade). You will be required to read, accept and agree to comply with the Terms & Conditions and all other Terms (as defined below) when visiting our Website or accessing TrueCircle Trade. TrueCircle Trade is provided on an ‘as is’ basis and without warranty or representation. 

 

  1. Other important terms. For information on how we collect, store and process your personal data, please refer to our Privacy Policy. For information on how we use cookies, please refer to our Cookies Policy. 

 

All Members of TrueCircle Trade are required to accept the Terms. If you do not accept the Terms you MUST stop using TrueCircle Trade immediately and must not register as a Member.

 

These Terms & Conditions were last updated on 08/08/2022

 

  1. DEFINITIONS:

 

Authorised User:  those employees, agents and independent contractors of a Seller or Buyer who are authorised by the Seller or Buyer (as applicable) to use the Services, whether or not accessing the Service from one account of from multiple lined accounts..

 

Bid: an offer in the auction by the Buyer to the Seller to purchase a specified tonnage of Material(s) at a specified price. 

 

Business Days: a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business.

 

Buyer(s): a registered Member who wishes to buy Material(s) available from a Seller through TrueCircle Trade subject to the Terms.

 

Fees: the Fees specified on TrueCircle Trade

 

Cookie Policy: the policy at https://getterms.io/g/ebtCt .

 

Agreed Transaction: the acceptance by the Seller of a Bid for Material(s) from the Buyer at a specified price and tonnage, where the parties have agreed the Handover Schedule in all material respects. 

 

Composition Data: composition data relating to the quality of the materials which the Seller has produced at a specific point in time. Composition Data may include data which Seller accesses through TrueCircle and/or data generated by Seller or by a third party on behalf of Seller. 

 

Costs: losses, damages, costs (including reasonable legal costs) and expenses (including taxation) in each case of any nature whatsoever.

 

Credit check: a credit check carried out by a third party agency. 

 

End Destination: Where the material is going for final processing and will be recycled 

 

Handover Date:  the handover date(s) for the Material(s) as agreed by the Seller and Buyer in the Handover Schedule.. 

 

Fee Avoidance: any act or omission of a Buyer or Seller aimed at avoiding the payment of Fees, the Price or any fees to TrueCircle . This includes, but is not limited to, any steps taken to direct Members to alternative sites or directly communicating with another Member(s) for the purpose of completing a transaction outside of TrueCircle Trade. 

 

Handover Schedule: an agreement between Buyer and Seller to confirm the agreed timeline for handover of the Materials; and details of whether the handover will occur in stages or not. 

 

Incoterm: means the relevant Incoterm, based on the Incoterms 2020, which apply to any Sale. 

 

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

Output Availability Period:  the time period during which the Seller will make the Material(s) available for delivery by a Buyer, as specified in the sale information which the Seller uploads to TrueCircle Trade as part of listing Materials for sale by auction.  

 

Material(s): material(s) including, but not limited to recyclable or recycled materials. 

 

Member(s): any individual who registers to use TrueCircle Trade on behalf of a business as a Seller or Buyer. Members log in to access TrueCircle Trade, upload information as a Seller about Material(s) they wish to sell to Buyers or search for Material(s) as a Buyer. 

 

Price: the final price which the Seller and Buyer agree to in relation to the Buyer’s purchase of Materials from the Seller (including VAT).

 

Seller(s): a registered Member who offer to sell Material(s) at auction to potential Buyers through TrueCircle Trade subject to the Terms. 

 

Service(s): the services provided on TrueCircle Trade including the facilitation of business-to-business auctions and sales of Material(s). 

 

Terms: these Terms & Conditions, the Privacy Policy, the Cookies Policy and any other terms provided to you by TrueCircle  from time to time.  

 

User(s): anyone who uses TrueCircle Trade who is not a Member.

 

VAT: value added tax.


 

  1. INFORMATION ABOUT US AND HOW TO CONTACT US

 

  1. Who we are. We are the creators of TrueCircle Trade and operate under the company name TrueCircle Technologies Limited (trading as TrueCircle), a company registered in England and Wales with company number 13505454 and whose registered office is at Truecircle, Wework, Aviation House, Kingsway, London, England, WC2B 6NH (TrueCircle/we/us/our).

 

  1. How to contact us. If you have any questions or issues, you can contact us by email at support@truecircle.ai  or by writing to us at the address noted above in paragraph 3.1.

 

  1. How we may contact you. If we have to contact you, we will do so by writing to you at the email/postal address that you have provided to us, or telephoning you on the number that you have provided to us.

 

  1.      We only operate within the UK. The TrueCircle Trade is only for use within the United Kingdom. We do not represent that TrueCircle Trade is appropriate for use or available in other locations. We will not be liable for any Costs suffered or incurred by any Users or Members as a result of their use of TrueCircle Trade outside the United Kingdom.


 

  1. TRUECIRCLE TRADE AND BECOMING A MEMBER 

 

  1. TrueCircle Trade. TrueCircle Trade offers a number of services, the details of which are set out on TrueCircle Trade and in the Terms. To fully enjoy the services available on TrueCircle Trade you must register as a Member.  Subject to compliance with the Terms, you and any of your Authorised Users are granted, during the term of this Agreement, a non-transferable, non-exclusive, non-sublicensable license to use TrueCircle Trade for your personal use. You understand that your use of TrueCircle Trade and the Services does not confer on you or your Authorised Users any Intellectual Property Rights held by TrueCircle and/or its licensors. You are merely given a license to use TrueCircle Trade provided by TrueCircle, in accordance with the Terms.

 

  1. TrueCircle Trade is available to businesses only. You can be a User of TrueCircle Trade and look at the public content available. You should not use TrueCircle Trade for any harmful, malicious, disruptive or unlawful purpose. You agree that you will act in compliance with any instructions that we provide to you from time to time. To be able to use any features of TrueCircle Trade, you must register as a Member. Membership is only available to business Users.  If you are not operating a business, you must not register as a Member. To register as a Member, you must:

 

  1. complete any verification processes that we require;
  2. warrant that you have all necessary permissions and authority to bind the business, company or entity which you represent and that you are entitled to give us the licenses and permission required under the Terms; and
  3. ensure that you have all relevant rights, licenses and/or approvals in relation to any Material(s), material or content you post or make available for purchase on TrueCircle Trade.

 

TrueCircle may reject an application to join as a Member at its sole and absolute discretion without reason.

 

  1. Authorised Users.  In relation to the Authorised Users, each Seller and/or Buyer undertakes that:

 

(a)    each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed regularly and that each Authorised User shall keep their password confidential; 

  1. it shall maintain a record of current Authorised Users and provide such list to TrueCircle within 5 Business Days of TrueCircle’s written request; and
  2. it will ensure that the Authorised Users use the Services in accordance with the Agreement and shall be responsible for any breach of the Agreement caused or contributed to by any acts or omissions on the part of any Authorised User.

 

  1. Own risk. You use TrueCircle Trade at your own risk and are solely responsible for your interactions with Members and how you use any information obtained in connection with TrueCircle Trade.

 

  1. Provided on an “as is” basis. The TrueCircle Trade is provided on an “as is” basis and we disclaim to the fullest extent permitted by law all warranties, express or implied, statutory or otherwise. Specifically, we make no representations, warranties or guarantees:

 

  1. about the accuracy, reliability, completeness, correctness or timeliness of TrueCircle Trade or communications provided on or through the use of TrueCircle Trade; and
  2. that TrueCircle Trade will be uninterrupted, or free of errors, viruses, or other harmful components.

 

  1. Availability of TrueCircle Trade. Access to TrueCircle Trade is provided on a temporary basis. We may discontinue or make changes to TrueCircle Trade at any time. We do not guarantee that TrueCircle Trade will be available at all times and on an uninterrupted basis and we will not be liable to any User or Member for any Costs that they suffer or incur as a result of TrueCircle Trade being unavailable at any time or for any period.

 

  1. Member registration & password.  You agree that the information you provide to us upon registration as a Member, and at all other times, will be true, accurate, current and complete. Please update your account or contact us if any of your information needs to be updated.

 

  1. Password.  When you register for TrueCircle Trade you will be asked to create a password for your Member account.  You are solely responsible for maintaining the confidentiality of your Member account and password and any payment information submitted thereunder, and for restricting access to your computer or any device on which you use TrueCircle Trade.  Your Member account is intended for your sole use.  You agree to accept responsibility for all activities that occur under your Member account.  If you have reason to believe that your account is no longer secure (for example, in the event or loss, theft or unauthorised disclosure) you are required to immediately notify us. You may be liable for the Costs incurred by us or others due to any unauthorised use of your account.  TrueCircle  will, under no circumstances, be liable for any loss or damage arising from your failure to keep your Member account secure.

 

  1. How you will use TrueCircle Trade.  

When using TrueCircle Trade, you will:

  1. comply with the Terms at all times;
  2. comply with all applicable laws or regulations at all times;
  3. not do anything to interfere with, or disrupt, TrueCircle Trade or servers or networks connected to TrueCircle Trade;
  4. not post any threatening, abusive, defamatory, obscene, inappropriate or indecent material, or material that is invasive of another’s privacy;
  5. not share or otherwise upload or communicate any misleading or false information or messages of any kind;
  6. not use TrueCircle Trade to intentionally deceive other Members or Users;
  7. not use TrueCircle Trade to stalk or otherwise harass any Member;
  8. not circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in connection with TrueCircle Trade;
  9. not use any robot, spider, scraper or other automated means to access TrueCircle Trade;
  10. not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or solicit personal information from anyone;
  11. not bypass security measures used to prevent or restrict access to TrueCircle Trade;
  12. not harvest or collect email addresses or other contact information of Users or Members by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  13. not advertise or offer to sell or buy any goods or services (other than Material(s) for sale) for any business purpose on TrueCircle Trade;
  14. not further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  15. not obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided through TrueCircle Trade;
  16. not access, store, distribute or transmit any viruses during the course of your use of TrueCircle Trade;
  17. not distribute any material on TrueCircle Trade that is unlawful harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  18. not attempt to gain unauthorised access to TrueCircle Trade or any computer systems or networks connected to TrueCircle  through hacking, phishing, password mining or any other means to interfere or attempt to interfere with TrueCircle Trade;
  19. not infringe the Intellectual Property Rights of TrueCircle  or any third party;
  20. not sell any counterfeit Material(s);
  21. not archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, or use content and information contained on or obtained from or through TrueCircle Trade;
  22. not reverse engineer, decompile, disassemble or otherwise attempt to discover any source code connection with TrueCircle Trade; and
  23. not modify, adapt, translate or create derivative works based upon TrueCircle Trade.

 

  1. Interactions with Members. You agree that you are solely responsible for your interactions with any other Member in connection with TrueCircle Trade and that TrueCircle will have no liability or responsibility with respect to any interactions that you have with other Members. TrueCircle reserves the right, but has no obligation, to become involved in any way with disputes between you and any other Member of TrueCircle Trade.

 

  1. Disabling Access.  We may, without liability, disable your Member account and/or your access to TrueCircle Trade if you are in breach of the Terms or we have reasonable grounds to suspect that you are in breach of the Terms.


 

  1. OUR RIGHTS TO MAKE CHANGES  

 

  1. Minor changes to TrueCircle Trade. We may make minor changes to TrueCircle Trade or the Terms without notifying you. These may include changes required to:

 

  1. reflect changes in relevant laws and regulatory requirements;
  2. change the methods of payment that we accept;
  3. add or remove features of TrueCircle Trade; or
  4. implement minor technical adjustments and improvements, for example to address a security threat.

 

These changes should not affect your use of TrueCircle Trade.

 

  1. More significant changes to TrueCircle Trade. If we may make any significant changes to TrueCircle Trade or the Terms, we will notify you in writing.  If you do not want to accept these changes then, provided you have fulfilled all your obligations to other Members, then you may terminate your Member account.

 

  1. SELLING ON TRUECIRCLE TRADE

 

  1. Intermediary Role. TrueCircle acts as an intermediary between a Seller and a Buyer, once a transaction has been entered into between that Seller and Buyer.  TrueCircle is not in possession of any Materials and it is not party to any agreement between Seller and Buyer.  TrueCircle is not responsible for the acts or omissions of either the Seller or the Buyer.

 

  1. TrueCircle Trade connects Sellers and Buyers. To facilitate the buying or selling of Material(s), TrueCircle  will:

 

  1. enable the Seller to upload details of: (i) the Material(s) which are for sale; (ii) the proposed Output Availability Period; (iii) and details of which Incoterms may apply to any Agreed Transaction ; 

(b) enable the Seller to upload a photo of the Materials; 

(c) allow Sellers to use TrueCircle Trade to list their Material(s) for sale by auction to Buyers; and

(d) allow Buyers to use TrueCircle Trade to bid for and buy Material(s) from Sellers.

 

  1. Seller appoints TrueCircle as agent. The Seller appoints TrueCircle  as agent to carry out the following tasks: 

 

  1. publish details of the Material(s) the Seller wishes to sell through TrueCircle Trade. The Seller will be responsible for all of the content listed in connection with the Material(s). TrueCircle  will have the right to modify or remove any photographs of any Material(s), at its complete discretion;
  2. accept the order from the Buyer in the name of, and on behalf of, the Seller;
  3. receive the money from the Buyer for the Material(s);
  4. receive and process any refunds; and
  5. after deducting the Fees and any other amounts payable to TrueCircle , transfer the money from the Buyer to the Seller.

 

  1. Seller Representation and Warranties. 

As a Seller you represent and warrant that: 

  1. you are the sole owner of the Material(s) or have the right to provide the Materials(s) to the relevant Buyer and can provide evidence of this if requested by TrueCircle ;
  2. the Material(s) corresponds with all the information you have provided when you listed the Material(s);
  3. you own the copyright in any photographs that you upload to TrueCircle Trade or you have permission from the copyright owner to upload the photograph(s) to TrueCircle Trade;
  1. any photographs that you upload are true and accurate images of the specific Material(s) listed for sale; 
  2. you will regularly check and monitor your Member account, particularly when you have any Material(s) listed for sale;
  3. you will not provide any Material(s)(s) that are defective (meaning they are materially different in type and quality from those advertised for sale by the Seller);
  4. you will not list any counterfeit Material(s)(s) or stolen Material(s)(s); 
  5. you are solely responsible for any obligations you may have to collect any applicable taxes and make any required reporting to tax authorities including but not limited determining the applicability of VAT;
  6. you will not send unsolicited publicity or commercial content via TrueCircle Trade;
  7. you will not attempt to complete a transaction outside TrueCircle Trade for the purpose of Fee Avoidance.

 

  1. Selling to a Buyer on TrueCircle Trade. Once Material has been listed for sale on TrueCircle Trade, the Seller acknowledges and agrees that:
  1. by selling Material(s) on TrueCircle Trade it is entering into a separate contract with the Buyer, which forms a binding agreement between Seller and Buyer;
  2. it will abide by all applicable laws and the Terms;
  3. the seller will not sell the material to another buyer offline while a listing is still active on TrueCircle Trade;
  4. it will complete a listing within 24 hours of the listing closing
  5. it will not attempt to approach Buyers outside of TrueCircle Trade for the purpose of Fee Avoidance;
  6. TrueCircle  will not be liable to the Seller for any Costs that are suffered or incurred by the Seller due to the acts or omissions of the Buyer; and
  7. the Seller will indemnify and hold harmless the Buyer and TrueCircle for any Costs that are suffered or incurred by the Buyer or TrueCircle  as a result of the Seller’s breach of paragraph (b) or (c) above.

 

  1. Obligations of Seller. 

Once the Seller and a Buyer agree to an Agreed Transaction,  Seller will:

  1. package the Material(s) with due skill, care and attention, using quality protective materials and a quality, ready for delivery/collection in accordance with the Handover Schedule  and
  2. make the Material(s) available for delivery/collection in accordance with the Handover Schedule and at the correct time,
  3. Ensure they have atleast minimum payload available at each loading else they will be charged for portion of transportation fees; 
  4.  Load materials within 1.5 hours of truck arriving on site to collect else be charged demurrage fees
  5. Ensure to the best of their ability to have the material produced for the buyer and not cancel the transaction as the agreement is binding

 

  1. Payments to the Seller. The Seller will provide TrueCircle  with its payment details (e.g., bank account) to enable TrueCircle  to make any payments due to the Seller. These details must correspond with the Member details (e.g., names and addresses must match). The Seller may be asked to provide proof that it is the sole account holder.  No amounts will be payable in respect of any Material(s) that are listed or sold in breach of the Terms.  If Material(s) are returned due to material faults or fundamental misdescription and payment has already been made by TrueCircle  to the Seller in respect of that Material(s), then the Seller will reimburse TrueCircle  for that payment as soon as reasonably practicable following TrueCircle ’s request that it does so.

 

  1. Debt recovery.  Buyer is required to pay the Price for the Materials under an Agreed Transaction  (or, where applicable, a Secondary Sale) in accordance with paragraph 7.9 and 7.10 below.  If Buyer fails to do this, TrueCircle (in its capacity as agent of the Seller) will use commercial reasonable endeavours to recover the debt from the Buyer.  If TrueCircle is unable to recover the debt from the Buyer within 60 days of the date of the invoice, it shall notify Seller in writing of the debt and provide Seller with reasonable assistance (the provision of information relating to the debt, steps take to date to recover the debt) in relation to the Seller’s recovery of the debt.

 

  1. BIDDING FOR AND BUYING MATERIALS ON THE TRUECIRCLE PLATFORM

 

  1. Intermediary role. TrueCircle  acts as an intermediary between a Seller and a Buyer, once a transaction has been entered into between that Seller and Buyer. TrueCircle  is not part of the transaction and is not responsible for the acts or omissions of either the Seller or the Buyer. If there is any form of agreement between two Members to buy or sell any Material(s), this agreement is between the relevant Seller and the relevant Buyer only.

 

  1. Credit checks.  Each Buyer agrees that TrueCircle may check a potential Buyer’s credit score by running a Credit Check and that the results of the Credit Check will be published on TrueCircle Trade, visible to potential Sellers.   TrueCircle may suspend or cancel a potential Buyer’s access to TrueCircle Trade if it has concerns about a potential Buyer’s credit standing.  Each Seller acknowledges and accepts that any Buyer Credit Check information posted on TrueCircle Trade is provided for information only and that TrueCircle accepts no liability for the Seller’s reliance on any such information.  All credit checks are done on a soft search basis and will not affect a Buyer’s credit score.  

 

  1. All warranties are excluded.   Each Seller sells the Material(s) ‘as is’, on the basis of the descriptions provided by the Seller when it lists that Material(s) for sale.  To the extent permitted by law, each Seller excludes all implied terms as to quality and fitness for purpose to the fullest extent possible.

 

  1. Composition Data: Some Sellers may present Composition Data information in connection with listing Materials for sale.  Each Buyer confirms that it understands that any such Composition Data is a snapshot of a Seller’s performance at a particular point in time and it does not guarantee the quality of any Material(s) offered for sale or the future performance of the Seller.

 

  1. Buyer bid information.  Each Buyer acknowledges and accepts that in placing a bid, its identity, its bid price and requested tonnage, will be made available to the Seller on TrueCircle Trade.  All of this information, except for the identity of the Buyer, will also be visible to other potential Buyers who have placed bids in the relevant auction on TrueCircle Trade.  

 

  1. Placing Bids and Agreed Transactions. Buyers may place a bid offering to purchase a specific tonnage of Material(s) from a Seller at a specific bid price and specifying which of Seller’s proposed Incoterms it is willing to use for any purchase(“Bid”). The Buyer may change (e.g., increase the bid price or tonnage of Material(s). A buyer must tell Truecircle the exact end destination for materials and provide the required licences for that site, a buyer cannot change end destination without separate agreement with TrueCircle. A binding Agreed Transaction  is agreed once the Seller and the Buyer agree: (i)the final tonnage of Materials to be purchased by the Buyer; (ii) the Incoterm which will apply; (iii) the final Price for the Materials; and (iv) the Handover Schedule.  

 

  1. Handover Schedule. As part of the auction process, the Seller will propose a Handover Schedule to a potential Buyer as part of the auction completion process.  The Seller is not required to provide all potential Buyers with a Handover Schedule.  On receipt of a Handover Schedule, a potential Buyer may accept or request an amendment to the Handover Schedule.  If the potential Buyer requests an amendment to the Handover Schedule, the Seller may determine if it wishes to accept the Buyer’s revised Handover Schedule, reject the revised Handover Schedule, or propose an alternative Handover Schedule.  An Agreed Transaction is formed once Buyer and Seller agree the terms of the Handover Schedule, in addition to the other key terms detailed in paragraph 7.6, above.    Once the parties have an Agreed Transaction, the Buyer and Seller may agree changes to the Handover Schedule by mutual consent, in writing. 

 

  1. Secondary Sale.  If an Agreed Transaction  between a Buyer and a Seller is not able to be completed, the Seller may opt to relist the Materials for sale on TrueCircle Trade again or to offer these to the next highest bidder.  Any sale resulting from these actions shall also be governed by this Agreement as if the sale were a “Agreed Transaction ”.

 

  1. Bidding for and buying from a Seller on TrueCircle Trade. In bidding for and buying Material(s) from a Seller, the Buyer acknowledges and agrees that:

 

  1. it is responsible for reading the full item listing before making a bid; 
  2. in placing a bid, it is agreeing to enter into a legally binding contract to purchase Material(s) from a Seller if the Seller accepts the bid; 
  3. once an Agreed Transaction  is agreed, it is entering into a separate contract with the Buyer, which forms a binding agreement between Seller and Buyer;
  4. it will abide by all applicable law and the Terms;
  5. it will not attempt to buy from Sellers outside of TrueCircle Trade for the purpose of Fee Avoidance;
  6. TrueCircle  will not be liable to the Buyer for any Costs that are suffered or incurred by the Buyer due to the acts or omissions of the Seller or delays in the shipping of Material(s); and
  7. the Buyer will indemnify and hold harmless the Seller and TrueCircle  for any Costs that are suffered or incurred by the Seller or TrueCircle  as a result of the Buyer’s breach of paragraph (d) or (e) above.

 

  1. Payment. Acting as agent for the Seller, once an Agreed Transaction  is agreed, TrueCircle will issue an invoice to Buyer for the Price.  Buyer shall pay the invoice in full within 30 days,( or as otherwise stipulated by TrueCircle on TrueCircle Trade) of the date of the invoice. Buyer acknowledges and accepts that TrueCircle will deduct the Fees from the Price, before then distributing the remaining money to the Seller.

 

  1. Late Payments.  If the Buyer fails to make a payment due by the due date, then, without limiting TrueCircle (as agent for the Seller) or the Seller’s remedies under the Agreement or otherwise, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this paragraph will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.  

 

  1. Delivery. Once an Agreed Transaction is agreed , the Materials will be made available for collection or delivered, in accordance with the Handover Schedule.

 

  1. Risk and Title:  Title to the Material(s) will pass from the Seller to the Buyer on the latest to occur of (i) full payment being made by the Buyer for the Material(s) or (ii) the time specified in the relevant Incoterm in the Handover Schedule for the Agreed Transaction. Risk in the Material(s) will pass to the Buyer in accordance with the Incoterm specified in the Handover Schedule for the Agreed Transaction.

 

  1. Export compliance. The Buyer and Seller are each responsible for understanding and complying with any applicable export laws, regulations, and rules, including (without limitation) obtaining any required licences, consents or permissions required in connection with the sale or purchase of Materials.  

 

  1. No Returns and Refunds. Each Buyer acknowledges and accepts that all Agreed Transactions are final and no refunds will be made or returns permitted.

 

  1. Faulty or misdescribed.  If you believe that the Material(s) you have purchased is faulty or misdescribed you may be entitled to a refund (including any costs of returning the Material(s)). In this scenario, please contact TrueCircle at support@truecircle.ai so that we can investigate it.  TrueCircle Trade will take reasonable steps to investigate any concerns which a Buyer has about potentially faulty of misdescribed Materials. However the Buyer understand that any contract for purchase of such Materials is between Buyer and Seller directly and so ultimately Buyer and Seller will need to agree any resolution.   


 

  1. CONTENT, POSTING AND CONDUCT

 

  1. Content you upload. You acknowledge and agree that any content you submit for inclusion on TrueCircle Trade will be accessible by other Users and Members. Subject to the terms of the Privacy Policy, there is no confidentiality or privacy with respect to this content, including, without limitation, any personally identifying information that you may make available. In respect of any content that you upload:

 

  1. you acknowledge and accept that you are entirely responsible for any content that you upload onto TrueCircle Trade;
  2. you warrant that you have all necessary rights in the content that you upload on TrueCircle Trade, and that any publication of that content will not infringe the rights of any third parties (including Intellectual Property Rights), and you acknowledge that we may disclose your identity to any third parties who claim that any content uploaded by you infringes their Intellectual Property Rights;
  3. you will only upload true, accurate and un-enhanced photographs of the Material(s) and you guarantee you hold all of the applicable rights and consents (and TrueCircle  may remove any photos that it considers: may have been tampered with; are of lower than acceptable quality; or are unfit for the purpose of accurately displaying the Material(s)(s));
  4. you understand that the content you upload will not be constantly monitored by TrueCircle , however, if we do find that the content you upload does not comply with the Terms, we have complete discretion to remove that content; 
  5. you retain all Intellectual Property Rights in and to your own content. By uploading your content on to TrueCircle Trade you hereby grant to TrueCircle  a worldwide, perpetual, non-exclusive, royalty-free and transferable right to modify, compile, combine with other content, copy, record, synchronise, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your content (including photographs) for any purpose whatsoever; 
  6. any reliance you place on any content posted by Members is at your own risk, and TrueCircle  will not be responsible for any loss or damage that you suffer or incur as a result; and 
  7. Material(s) that you list for sale on TrueCircle Trade may be shared publicly by TrueCircle  in both online and offline advertisements, in emails and on websites and applications.

 

You hereby indemnify and hold harmless TrueCircle  for any Costs that are suffered or incurred by TrueCircle  as a result of the you breach of this paragraph 8.1.

 

  1. Posting on TrueCircle Trade.  You must not post any unlawful material, phishing links, advertisements, pornography, any material which has the purpose of harming or attempting to harm minors in any way or other suspicious links on TrueCircle Trade. You agree that you will not infringe any Intellectual Property Rights of any other person. Spamming or any other type of disruptive and annoying chat behaviour is strictly prohibited. Any bullying, insulting, or humiliating behaviour is not tolerated.  Racism, sexism and similar offensive behaviour is also not permitted.  Failure to abide by any of these usage rules may result in you having content that you have uploaded removed or the suspension or termination of your account and you hereby indemnify and hold harmless TrueCircle  for any Costs that are suffered or incurred by TrueCircle  as a result of your breach of this paragraph 8.2.

 

  1. No monitoring or moderation. TrueCircle  does not monitor or moderate any content posted on TrueCircle Trade. Please contact us at support@truecircle.ai if you have concerns about any content posted on TrueCircle Trade. We are not liable to Members for any Costs that are suffered or incurred by Members as a result of their use of TrueCircle Trade.

 

  1. INTELLECTUAL PROPERTY

     

TrueCircle  is the owner or the licensee of all Intellectual Property Rights in, or used in connection with, TrueCircle Trade. All rights are reserved. You have no Intellectual Property Rights arising out of your use of TrueCircle Trade and you may not use any material on TrueCircle Trade except as in accordance with the Terms. It is your responsibility to ensure you have all necessary rights and licenses in the Material(s) and the content that you upload to TrueCircle Trade.

 

  1. OUR RIGHTS TO END THE CONTRACT   

 

  1. We may end the contract if you breach the Terms.  If we reasonably believe that you have breached the Terms, we may immediately terminate our contract with you upon written notice and may immediately cease to provide you with access to TrueCircle Trade.

 

  1. We may withdraw TrueCircle Trade. We may write to you to let you know that we are going to stop providing TrueCircle Trade, for reasons other than your breach of the Terms. Without prejudice to paragraph 10.1, we will let you know at least one month in advance of stopping the provision of TrueCircle Trade.

 

  1. LIABILITY 

 

  1. Your liability to TrueCircle.  You agree to indemnify and hold harmless TrueCircle , and its licensees and licensors, and their employees, contractors, agents, offices and directors from and against any Costs that are suffered or incurred as a result of: (a) the use and access to TrueCircle Trade, by you or any person using your account and password; (b) a breach of the Terms; or (c) any threatened legal proceedings or claims issued against TrueCircle  in connection with your use of TrueCircle Trade. Please note that your liability could be significantly greater than any amounts that you have paid in connection with your use of TrueCircle Trade.

 

  1. No unlawful exclusions. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence and for fraud or fraudulent misrepresentation.

 

  1. No liability for viruses, etc. To the extent permitted by law, and subject to clause 11.2 above, we will not be liable for any Costs that are suffered as a result of a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.

 

  1. Exclusion of liability. TrueCircle: 

 

  1. excludes all implied conditions, warranties, representations or other terms that may apply to our Services and our Website or any content on it;
  2. will not be liable to you for:
    1. any loss of profits, revenue, use, sales, contracts, business, anticipated savings, goodwill or reputation, or loss or corruption of, or damage to, data, or business interruption, which arises under or in connection with the Terms or the use of, or inability to use, TrueCircle Trade or its content; or
    2. any Costs, or any indirect or consequential loss or damage of any kind whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise even if foreseeable, that arise under or in connection with the Terms or the use of, or inability to use, TrueCircle Trade or its content; and
    3. subject to paragraphs 11.2 and 11.4(a) and 11.4(b), our liability to you for any Costs that arise as a result of your use of TrueCircle Trade and any content displayed on it will not exceed the lesser of any Fees that TrueCircle  has received from you since you became a Member or £250. 

 

  1. HOW WE MAY USE YOUR PERSONAL INFORMATION  

 

In accordance with the Privacy Policy. We will only use your personal information to fulfil our obligations under the Terms and as set out in our Privacy Policy.

 

  1. OTHER IMPORTANT THINGS YOU SHOULD KNOW 

 

  1. Links to third party websites. TrueCircle Trade may contain links to third party websites or services which are not owned or controlled by TrueCircle .  We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party websites or services.  We do not warrant the offerings of any of these entities or their websites.  You acknowledge and agree that TrueCircle  will not be responsible or liable, directly or indirectly, for any Costs suffered or incurred by or in connection with use of or reliance on any such content, goods or services available on or through any such third party websites or services.  We strongly advise you to read the terms and conditions and privacy policies or any third party websites or services that you visit.

 

  1. No agency, etc. Nothing in the Terms creates any agency, partnership, joint venture, employment or franchisee relationship between you and us.

 

  1. Severance. If a court finds part of the Terms illegal, the remaining Terms will continue in full force and effect.

 

  1. No third party rights. A person who is not a party to the Terms will have no right to enforce any of them.

 

  1. Delay. If we delay in enforcing the Terms, we can still enforce them later. We are not responsible for any delay in performing or a failure to perform our obligations under the Terms if that delay or failure is due to events or circumstances beyond our reasonable control.

 

  1. Governing law and jurisdiction. The Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to all claims and proceedings.