Version No. 3 dated January 1st, 2021

These Terms regulate the use of the ARDEVUR Commodities Marketplace digital platform.

1. Registration, Access, Use and Termination

• In order to access and use the Marketplace, the User must Sign Up from its main page and request the Administrator’s approval.
• During the Sign Up process, the User shall be requested to fill in its personal and its company’s data, agreeing to ARDEVUR’s Privacy Policy, and create credentials for authentication. Said details must be modified in the system in case of any changes.
• The approval process is based on the submission of documents and references required by the Administrator, which may vary from case to case.
• Once the due diligence process is completed, the User shall receive a confirmation email containing the Login Link to effect the first access.
• The User must promptly notify the Administrator in case of recognised suspicious or unauthorised activity or any security breaches related to its account.
• The User is only allowed to share its account’s credentials with the internal members of the same registered and approved organisation. Two entities referring to a same group of companies are generally identified as different Users. However, this may change in some particular cases, which can be notified to the Administrator.
• The User accepts the possibility of any downtime period of the Marketplace whilst any updates or maintenance are carried out by or on behalf of the Administrator.
• The Administrator is allowed to perform changes to the User’s details after explicit written notification and without the User’s approval.
• The User must request the Administrator to change any of the details provided upon registration, other than the password, if needed.
• The Administrator is allowed to perform changes to the User’s submitted Listings at any time before the approval, and to notify the User in case any changes are needed after the Listing has been already posted.
• The Administrator agrees to provide each User with access and use of the Marketplace, in respect of the hereby listed terms of use. 
• The Administrator is allowed to terminate or limit a User’s access to the Marketplace temporarily or definitively with immediate effect, in its sole discretion with written email notice. 
• The termination or limitation of a User’s access to the Marketplace shall not affect any of the rights and obligations arising from previous business agreements and do not preclude the continuation and completion of the same.
• The Administrator is allowed to reject a submitted Listing without providing explanation, as much as to perform the appropriate edits before approval, and the User may be required to provide additional information and attach documents before the Listing is ready for posting.
• The Administrator may at any time limit a User’s capability to list certain items or the frequency of posting, if the listings are considered to be a duplicate of another listing belonging directly to the manufacturer or end user of the product, or are allegedly proceeding from uncertified sources of information.
• The User must take responsibility for all activities that occur under its Marketplace account and confirm that the submitted information complies with the Listing Requirements, which are stated upon each submission.

2. Transactions, Fees and Charges

• The Marketplace access is provided to Users as a free service. The Administrator shall never attempt to charge a fee to the use of the Marketplace.
• Any business transaction proceeding from a Marketplace Listing shall result in the a. Sale of the listed item invoiced by ARDEVUR to the User; b. Sale of the listed item invoiced by a Third Party selected by ARDEVUR and introduced to the User upon deal conclusion.
• Any business concluded between the User and a Third Party shall be accompanied by a Commission Agreement and a NCDA stating the rules of confidentiality and the representation of ARDEVUR as the Agent (See Chapter 2 “Consulting”), which may change from case to case, based on the discussed conditions.
• The Administrator nor any other party shall ever request a payment for the agreed sale nor commission through the Marketplace, as all invoices shall be transmitted via email by ARDEVUR (or by the Third Party with ARDEVUR in copy). 

3. Intellectual Property Rights 

• The Property Rights of the listed information, whether on the Marketplace website of offline, remains the sole and exclusive property of ARDEVUR. Other than as expressly set out by ARDEVUR, no material from the Marketplace may be reproduced or used in any way, and Users acknowledge that to do so would be a breach of ARDEVUR’s Intellectual Property Rights.
• Each User shall acquire no rights of any kind in or to ARDEVUR’s Intellectual Property and shall not make any use of the same for any reason except as expressly authorised in writing by ARDEVUR.
• Each User's Intellectual Property remains its sole and exclusive property, but each User hereby grants to ARDEVUR as the Marketplace Administrator the use of them for the purposes of giving effect to the proposed offers and requests, for usage in connection with the Marketplace and/or for using, reproducing, publishing or creating other works from the same in the ordinary course of business.
• ARDEVUR reserves all rights (including copyrights, patents, trademarks and any other intellectual property rights) with regards to all information (including designs, texts, graphics and code) disclosed on or through the Marketplace. Each User acknowledges that it is prohibited to copy, publish in any way, distribute, multiply, modify or download any information on the Marketplace without the prior written consent of the Administrator. Any ARDEVUR trademark is the exclusive property of ARDEVUR. The User acknowledges ARDEVUR exclusive worldwide rights to any trademark and any ARDEVUR logo.

4. Confidentiality and Liabilities

• ARDEVUR and each User shall comply with any notification requirements under the Data Protection Legislation and both ARDEVUR and each User on the Marketplace will duly observe their obligations under the Data Protection Legislation, which is mentioned in more detail within ARDEVUR’s Privacy Policy.
• ARDEVUR has implemented various technical and organisational measures designed to reasonably protect the User's personal information and reasonably prevent unauthorised use of the Data on the Marketplace. The Administrator only is able to view the full information of all Users, and is only going to disclose them prior to written agreement with the interested User.
• Each User acknowledges and accepts that neither ARDEVUR nor any officer, affiliate, director, shareholder, agent or employee thereof shall be liable to that User for any damages, costs, expenses, or losses of any kind (including but not limited to direct, indirect, incidental, punitive and/or consequential damages, costs, expenses or losses) and whether arising directly or indirectly in relation to: a. the use of the Marketplace by a User, including but not limited to arising as a result of any failure in performance of the Marketplace and/or unauthorised use a User's Marketplace account; b. the suspension and/or termination of a User's use of the Marketplace.
• Nothing shall limit or exclude the liability of ARDEVUR or each User for any event which cannot be excluded under applicable law. Each User expressly agrees that its use of the Marketplace is at its sole risk.
• ARDEVUR makes no representation or official guarantee as to, and shall not be responsible for, the accuracy or completeness of any information contained on the Marketplace or its operation.
• ARDEVUR is not liable for any direct, indirect, incidental, intangible or consequential damages, costs, expenses or losses, resulting in any way from any defects, viruses, internal or external malware or other issues with the infrastructure involved in the access or use of the Marketplace.
• ARDEVUR is not liable for any interception, modification or misuse of information exchanged between the User and the Administrator for the abuse of the Marketplace, loss of data, use of software made available on the Marketplace nor for any third party claims related to the use of the Marketplace.
• ARDEVUR undertakes reasonable efforts to provide complete, accurate and current information from trustworthy sources. In no case however shall ARDEVUR warrant, whether explicitly or implicitly, that the information provided on the Marketplace is complete, accurate or up to date.
• Any decisions of the User based on the information provided by the Marketplace or by ARDEVUR are taken at the User's own risk.
• Each User shall indemnify ARDEVUR against all liabilities, damages, costs, expenses and losses (including but not limited to any direct, indirect, incidental, punitive and/or consequential damages, costs, expenses or losses (calculated on a full indemnity basis) suffered or incurred by ARDEVUR arising in connection with any breach by that User of any of the stated terms and the preservation and enforcement of the related rights. 
• Nothing in this User’s Agreement is intended to, or shall be deemed to, establish any partnership or joint venture, or relationship of employer-employee or any other such relationship, between ARDEVUR and any User, and/or authorise either ARDEVUR or any User to make or enter into any commitment for or on behalf of any other party. ARDEVUR and each User confirms that it is acting on its own behalf and not for the benefit of any other person. 

For the full version of ARDEVUR Commodities Holding Ltd's General Terms & Conditions, please contact info@ardevur.com or support@ardevur.com.