Terms and Conditions of use of the Merkandi B2B wholesale trading platform
§ 1 General Provisions
1. The payment operator of https://merkandi.us is Merkandi Ltd, registered in the UK, Rotherham.
2. The owner of the Merkandi trademark and Merkandi trading platform is Merkandi Ltd (henceforward called Merkandi) registered in the United Kingdom, Unit 4E, Enterprise Court, Rotherham, S63 5DB. The Company No. is: 09582404.
3. Merkandi offers prepaid access to its platform, according to § 2 of these Terms and Conditions.
4. All contracts and declarations of will submitted through Merkandi shall be executed directly and exclusively between the Merkandi users, outside of the platform. Merkandi shall only provide a platform of communication between the users, without being a party of the trade contracts and deals concluded between them.
5. The Customer accepts the herein specified general terms and conditions of use of Merkandi B2B wholesale trading platform upon registration, as well as any future changes to the Terms and Conditions, which shall be notified.
§ 2 Registration and database
1. The Customer can register at Merkandi by filling out and submitting the application form, which is available on the website. Upon registration, the Customer agrees to these Terms and Conditions, and thus is allowed to use the Merkandi platform after depositing the payment of the subscription fee.
2. Merkandi shall reject any claims for registration or activation of the user's account, and reserves the right to refuse concluding the contract without providing any reasons, specifically on account of:
a. providing false information during the process of registration;
b. doubts about the legitimacy and legal existence of the Customer, unless these doubts are immediately explained at the Customer's expense by presenting relevant documents;
c. suspicion or uncertainty of the credibility and solvency of the Customer;
d. suspicion of fraudulent conduct on the Merkandi platform, or activities aimed at competition against Merkandi;
e. violation of these Terms and Conditions.
3. For the customer who is a private individual, it is required to be of legal age and have full legal capacity.
4. The Customer confirms that all the information provided during the registration is valid and accurate.
5. Claiming for access to the platform is impossible as Merkandi has the right to exclude its users during registration and at any time of their subscription, for example, for security reasons, and without providing any reason.
6. Merkandi does not refund a subscription fee. There is no possibility of selling, reselling, or giving back access to another person or company. If this condition will be violated, the account will be removed.
7. Merkandi does not offer an option of downgrading from PREMIUM to STANDARD subscription.
8. Once an order is placed, the Merkandi system will automatically generate a proforma invoice as an order confirmation. The invoice is generated only on the basis of the data entered by the Customer at the time of registration.
§ 3 Access, user identification and password
1. The Customer shall ensure the user name and password be protected from unauthorized access by third parties. Particularly, the Customer undertakes not to share this information with the individuals who are not Merkandi users in the sense of § 2, or who have not been assigned to the Customer's company (the extended right of access).
2. Any unauthorized use of the username or password within the awareness of the Customer should be reported immediately to Merkandi. The Customer holds responsibility for the unauthorized use of the login and password, unless it is proven that the unauthorized access was due to the factors Merkandi bears the risk for.
3. If the user enters incorrect password for three times in a row, his/her access to the platform will be blocked.
4. The Customer's access to the platform is not being renewed automatically. If the Customer will not renew his or her access to the platform, it will expire on the expiration date.
§ 4 Merkandi Services
1. Merkandi shall offer diverse types of services according to their defined terms and conditions, and services that have been regulated in additional agreements between Merkandi and the Customer.
2. Merkandi reserves the right to change the website's design, as well as the offered features and services, at any time and without prior notice.
3. The PREMIUM account sales option is an additional service, launched at the user's request, after positive verification of her/his company. Merkandi reserves the right to refuse to activate the sales option without giving a reason. The service is not an inseparable part of the PREMIUM and FREEMIUM accounts. The lack or refusal to activate the sales option or its deactivation at any time are not grounds for a refund claim for access to the Merkandi platform.
§ 5 Rights and Obligations of the Customer
1. The Customer shall bear all costs of the connection required to access the Merkandi B2B wholesale trading platform, which include the cost of using public Internet and the cost of purchase and maintenance of communication equipment that is necessary to use the platform.
2. The Merkandi users shall communicate between themselves directly, on their own responsibility and expenses. Merkandi shall not be held responsible for consequences of the transactions between its users.
3. Each user of Merkandi registered as a seller in the Merkandi database while listing wholesale offers declares that he or she is familiar with and fully accepts the Rules of adding offers on the platform. https://merkandi.co.uk/faq/the-rules-of-listing-offers-on-merkandi/64
4. Each user of Merkandi registered as a seller in the Merkandi database while listing wholesale offers declares that the products registered as a seller in the Merkandi database while listing wholesale offers declares by them are original and coming from the legitimate sources.
5. Each user is responsible for the correspondence exchanged with the other users. Bulk sending of messages with the same or similar content, spam, and any other form of aggregate and unwanted communication with Merkandi users is prohibited. In cases of abuse, the Customer's account may be suspended.
6. The buyer has the right to issue a positive/neutral/negative comment about the seller within 2 months of the conclusion of the transaction. Counted from the issuing of the purchase invoice by the seller. There is a possibility to issue one comment for each concluded transaction.
§ 6 The declarations of will, actions and statements
1. All declarations of will, actions and statements that are made by the users on Merkandi B2B wholesale trading platform, as well as any other legally significant actions, are the actions taken solely by the Customer. Merkandi shall not be involved in this matter either as a third party's representative or on its own behalf.
2. Merkandi shall not be held responsible for making any of the disposal activities attempted to conduct transactions between users.
§ 7 The Issue of accounts, salary
1. Claim payment for a fixed period of time shall exist independently of the platform use, and be consistent with the contract restrictions on provision of services by Merkandi. This shall apply in particular to restrictions on the provision of services resulting from incompatibility of specific settings of the users' software. Merkandi may limit its provision of services and access to the platform especially if the Customer falls behind with the license fee payment.
2. The Cutomer agrees on receving bills, invoices and billing information from Merkandi via email, saved as PDF. The Customer shall ensure keeping Merkandi up to date with his/her valid email address. In order to receive an invoice or bill via email or fax, the user ought to contact Merkandi customer service.
§ 8 The processing, storage and data transmission
2. By creating an account at Merkandi, user allows Merkandi to store and process his or her personal data, including the commercial purposes, and for safety reasons.
3. Merkandi is in particular authorized to process user's data and email address in the following manner:
a. to provide Merkandi services
b. communication during user's subscription to Merkandi, until the authorization shall be revoked by user.
c. transfer them to authorized individuals within the framework of statutory obligations
d. transfer them to third parties - public institutions in all cases where it will be subject to the legitimate interest of Merkandi, resulting from user actions within the platform. User gives the necessary consent to the foregoing by accepting Merkandi b2b wholesale trading platform terms and conditions.
4.To users of Merkandi platfrom, personal data of other users is disclosed only in cases provided for in the Terms and Conditionsfor for the purposes of conducting transactions and in other cases, with the prior consent of the person to whom the data relates.
5.Merkandi platform user is obliged not to disclose to third parties information about other users, which they obtained in connection with the use of Merkandi platform, unless it is necessary to carry out the transaction. In particular, it is prohibited to use this information for commercial purposes, especially to promote the User's activities conducted outside Merkandi in any form, ie:
a.making proposals to purchase or sell goods outside the Merkandi platform;
b. attach to the shipped Merchandise, or in any other form, any content containing information about commercial activities conducted outside of Merkandi (for example, leaflets advertising an online shop);
c.creating accounts for users in online shops.
6.In the case of culpable violation by the user of paragraph 5 above, the user will be required to pay to Merkandi a contractual penalty of ten times the value of the subscription fee on the day the user registered for each case. Merkandi has the right to claim compensation in excess of the reserved contractual penalty
§ 9 Warranty Disclaimer
Merkandi's liability is restrained by the following provisions.
1. Merkandi shall be neither responsible for contracts and deals clinched between the users, nor the data and information provided or shared between them.
2. Merkandi does not hold responsibility for the products delivered by one user to another. Particularly, Merkandi does not accept any responsibility for: the accuracy and validity of the data and declarations provided by its users, the suitability for use and the quality of goods and services provided by them, any violation of the rights of third parties by the customers, as well as their legitimacy and solvency.
3. Merkandi cannot state with absolute certainty that the person known and declared on the Merkandi platform as a wholesaler does in fact exist. The actual authorship of the declaration of will is thus uncertain. Therefore, the Customer is acting on his/her own responsibility and risk as to the existence of the contracting party.
4. Merkandi also cannot exclude a possibility of an unauthorized person procuring access to the password, for which the Customer alone bears the risk. Merkandi is excluded from the responsibility of acting as an intermediary without authorization, except for intentional misconduct or grave negligence.
5. Any complaint regarding the database shall be submitted within seven days of the activation of the user's account. The Customer is entitled to a complaint only if the database has not been kept up to date and, as a result, its complete data records contain more than 3% of outdated addresses. Merkandi shall not accept any complaint about the lack of products or their temporary unavailability on the part of Merkandi, as well as complaints about phone numbers and email addresses.
6. All products and their descriptions that appear on the website are informative only and thus shall not constitute an offer within the meaning of the Civil Code. Merkandi neither guarantees nor is accountable for availability of the products on the platform. Merkandi also reserves the right to translation errors.
§ 10 Disclaimer
1. Merkandi shall not be held responsible for a transitory unavailability of the platform, especially when this is due to maintenance work, if the platform's inaccessibility does not surpass a total of 5% of the calendar year, and if the longer interruptions in its availability have not been caused by intentional or grave negligence.
2. Merkandi shall not be accountable for the validity and/or accuracy of the information, advice and recommendations listed on the platform by its users.
3. Merkandi dissociates itself from all contents of the linked webpages related to the offers, as well as their contents and authors. Merkandi shall not be responsible for the content, transactions or damages resulting from the use of such linked webpages.
4. Merkandi is not accountable for any damages resulting from faults and errors of the used software and hardware, as well as technical failure of the Internet. Particularly, Merkandi shall not have any no-fault liability for damages arising from lack of access to the Internet, its faulty and fault-free operation; from the use of software and hardware while using the Merkandi platform; as well as from defective or erroneous performance of contractual obligations resulting from software, hardware or Internet technical problems. This applies in particular to the cases when the access to the services is limited because of the users' ISP or incompatibility of the users' software.
5. Merkandi shall not be liable for damages arising from an intentional or inadvertent breach of an contractual obligation, including negotiations and statutory liability due to unintentional operation.
6. In case of liability, excluding intentional misconduct, Merkandi is obliged to pay indemnity that shall be limited to typical and predictable damages, and in any case exclusively to the amount of the average damage.
7. Merkandi shall not be held accountable for the content of third parties' websites, in particular, online stores' websites that are indicated directly or indirectly on the platform.
8. The aforesaid restrictions of liability shall apply mutatis mutandis to the legal representatives, employees and third parties, used by Merkandi to provide services.
9. Merkandi emphasizes that both the buyer and the seller may insure themselves from potential damages.
10. All the names and trademarks used on the Merkandi platform are registered trademarks of their respective owners, and are being used only for identification purposes.
§ 11 Jurisdiction, applicable law
1. This order shall be subject to the laws of the United Kingdom, whereas the application of the UN Convention on the International Sale of Goods shall be excluded. The latter is due to the fact that the parties of the order exclude the application of the Law on Protection of consumer rights.
2. The local jurisdiction for all contracts and orders included under these terms and conditions is the London Magistrates' Courts. Merkandi reserves the right to sue the users in a court of competent jurisdiction.
§ 12 Final Provisions
1. The incorporation of general terms and conditions of contracts, as well as the customer orders, shall not be allowed.
2. Should any provision of these Terms and Conditions be or become legally invalid, in full or in part, the validity of the remaining provisions of the order shall remain unchanged.
3. The parties agree to supplant any legally invalid provision with a similar, yet valid provision.