Terms and Conditions

Please Read These Terms and Conditions Carefully

Table Of Contents

About us
Our contract with you
Placing an order and its acceptance
Cancelling your order and obtaining a refund
Our services
Your obligations
Transactions between buyers and suppliers
Charges
How to pay
Intellectual property rights
How we may use your personal information
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Confidentiality
Termination, consequences of termination and survival
Events outside our control
Communications between us
General

AGREED TERMS

Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

About us

1. 1. Company details. TDA Global Trade Ltd (company number 12476131) (we and us) is a company registered in England and Wales and our registered office is at The Transition, Park Road, Chelmsford, Essex, CM1 1HF. We operate the website www.tdaglobaltradeltd.com (the “Website”)
  2. Contacting us. To contact us, email us at info@tdablobaltradeltd.com How to give us formal notice of any matter under the Contract is set out in clause 15.2.

Our contract with you

1. 1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
  3. Language. These Terms and the Contract are made only in the English language.

Placing an order and its acceptance

1. 1. Placing your order. Please follow the onscreen prompts to place your order. You will be prompted to firstly become a member of us. You can sign up for a free membership which will allow you to browse the site that you will not be able to place any orders. Premium membership fees are charged annually and needs to be paid upfront. A minimum term of 18 months which will renew at the end of that term unless 30 days prior written notice is given to us that you no longer wish to be a member. When you have become a member, you may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms as far as the contract between you and that supplier is concerned. Contractual arrangements between you and your supplier or customer are matter to be agreed between the two of you.
  2. Legality. The products and services referred to in an order using our platform must be of lawful items and must not be otherwise prohibited or restricted.
  3. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate. It is your responsibility to make your vendor aware of any errors in your order subsequent to submission.
  4. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
  5. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to the provision of an online hub for the sale and purchase of goods and services confirmed in the Order Confirmation.
  6. Seller and Buyer. For the purpose of these terms and conditions, the term “Seller” means the registered member who supplies the product(s) or service(s) under an order, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an order.
  7. Online transactions between Seller and Buyer. Seller and Buyer may enter into a contract for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Website. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., save that, and except to the extent prohibited by applicable law:

importer. For all transactions concluded the Website, mobile site, applications or mobile-optimized applications, the Buyer shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between the Buyer and Seller.

Risk. For all transactions concluded on the Website or the mobile applications relating thereto, all risks of damage and loss of products purchased by a Buyer under a transaction will be borne solely by the Buyer upon physical delivery to the specified address.

1. 1. If we cannot accept your order. If your customer or supplier are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order.

Cancelling your order and obtaining a refund

1. 1. You may cancel the Contract and receive a refund, if you notify us as set out in clause 4.2 prior to the creation of any contract between yourself and your supplier or customer. You cannot cancel the Contract once a contract between yourself supplier or customer has come into existence.
  2. A link to the website cancellation form will be included in our Order Confirmation. We will email you to confirm we have received your cancellation. Cancellation can only be made within 14 days of the Order Confirmation. Cancellation is also subject to your suppliers terms and conditions.
  3. If you cancel the Contract, we will refund you in full for the price you paid for our provision of the trading hub Services, by the method you used for payment. We may deduct from any refund a reasonable amount for administration expenses.
  4. We reserves the right, at our sole discretion, to refuse or cancel any order for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an order being rejected or cancelled include where problems are identified by our credit and fraud control department, where we have reason to believe the order is unauthorized, violates any law, rule or regulations or may otherwise subject us or any of our affiliates to liability. We may also require additional verifications or information for any order, and you agree to provide such verifications and information to us upon request

Our services

1. 1. Description. We provide an online trading hub for the purchase of goods and services business to business from our website at www.tdaglobaltradeltd.com. (“Services”). Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
  2. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
  3. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

Your obligations

1. 1. It is your responsibility to ensure that:
    1. the terms of your order are complete and accurate;
    2. you provide us with such information and materials we may reasonably require in order to arrange the supply the goods and services you require, and ensure that such information is complete and accurate in all material respects;
    3. you obtain and maintain all necessary licences, permissions and consents which may be required for the goods and services you require before the date on which the services are to start or the goods are to be delivered;
    4. you comply with all applicable laws, including health and safety laws;
    5. you (a) provide true, accurate, current and complete information about yourself and your business references as may be required by us and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, you hereby grant to us an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to display and use all information provided by you in accordance with the purposes set forth in these terms and conditions and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
    6. You hereby represent, warrant and agree that the use by you of the Services and our website shall not:
      1. contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
      2. be part of a scheme to defraud other Members or other users of our website or for any other unlawful purpose;
      3. infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;
      4. impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
      5. contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
      6. contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
      7. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      8. contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
      9. involve attempts to copy, reproduce, exploit or expropriate our various proprietary directories, databases and listings;
      10. 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; and
      11. involve any scheme to undermine the integrity of the computer systems or networks used by us and/or any user of the Services and you will not attempt to gain unauthorized access to such computer systems or networks;
      12. link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or these terms; or
      13. otherwise create any liability for us or our affiliates.
    7. You represent, warrant and agree that with regards to information about or posted on behalf of any business referee, you have obtained all necessary consents, approvals and waivers from such referee to (a) act as your business referee; (b) to post and publish your contact details and information, reference letters and comments on your behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant that all reference letters and comments are true and accurate and waive all requirements for your consent to be obtained before third parties may contact the business referees.
    8. You will not take any action which may undermine the integrity of our feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.
    9. You acknowledge and agree that we reserve the right to, but shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Services. We do not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
    10. You represent, warrant and agrees that you have obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information you post on our website or provide to us or authorise us to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. You further represent, warrant and agree that you have the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information you post on our website or provides to us or authorise as to display.
    11. If you breach the representations, warranties and covenants of paragraphs this paragraph 6, or if we have reasonable grounds to believe that you are in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, we have reasonable grounds to believe that you have willfully or materially failed to perform your contract with such third party including without limitation where a Member who supplies products or services using our website and Services has failed to deliver any items ordered by such third party after receipt of the purchase price, or where you have delivered items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if we have reasonable grounds to believe that you have used a stolen credit card or other false or misleading information in any online transaction, we have the right to suspend or terminate the Services with respect to you without compensation and without liability for any losses or damages arising out of or in connection with such suspension or termination, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by us. Further, we reserve the right in our sole discretion to place restrictions on the number of product listings that you can post on our website for such duration as we may consider appropriate, and to remove any material we reasonably believe that is unlawful, could subject as to liability, violates this Agreement or these terms of use or is otherwise found inappropriate in our opinion. We reserve the right to cooperate fully with governmental and regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted under applicable laws and policies, we may disclose your identity, contact information and/or information regarding the your account(s), transactions or activities carried out on or via our website, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action, and we shall not be liable for damages or results thereof and you agree not to bring any action or claim against us for such disclosure. In connection with any of the foregoing, we may suspend or terminate your account as we deem appropriate in our sole discretion.
    12. You agree to indemnify us, our employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submissions, posting of materials or deletion thereof, from your use of the Service or from your breach of this Agreement or the terms of use. You further agree that we are not responsible, and shall have no liability to you or anyone else for any material posted by you or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with you. We reserve the right; at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.
  2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
    1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 13 (Termination);
    2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
    3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

Transactions between buyers and suppliers

1. 1. Through our website, we provide an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. We reserve the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the website we do not represent the seller or the buyer in specific transactions whether or not such transactions are made on or our website. We do not control and are not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on our website or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
  2. You are hereby made aware that there may be risks of dealing with people acting under false pretences. We use several techniques to verify the accuracy of the information our users provide us when they register on our website. However, because user verification on the Internet is difficult, we cannot and do not confirm each member’s purported identity shown on our website and can only use reasonable efforts to verify the personal identity of the representative of a seller we encourage you to use the various tools available our website, as well as common sense, to evaluate with whom you are dealing.
  3. In accessing all using our website or Services you shall fully assume the risks of conducting any purchase and sale transactions in connection with or through our website or Services. Such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents (“Transaction Risks”). You agree that we shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
  4. You are solely responsible for setting out, agreeing on, entering into and performing all of the terms and conditions of the transactions conducted on, through or as a result of use of our website, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
  5. You agree to provide all information and materials as may be reasonably required by us in connection with i your ts transactions made via the transactional platform on our website. We have the right to suspend or terminate your account if you fail to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.
  6. In the event that you have a dispute with any party to a transaction, you agree to release and indemnify us (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.

Charges

1. 1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
  2. Apart from membership fees our charges are between 2% and 15% of the value of any Confirmed Order.
  3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
  4. We reserve the right to increase the Charges from time to time after giving 28 days’ notice to you.
  5. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

How to pay

1. You agree to pay us a sum equivalent between 2% and 15% of the value of any goods and services contracted for with any third party as a result of any Order accepted by us which is followed by the creation of a contract between yourself and any customer or supplier of yours.
2. Payment for the Services is in advance in pounds sterling. We will take your payment upon any contract coming into existence between yourself and your customer or supplier. You will be responsible for any transfer or other bank related fees in addition to the payment of our fees.
3. You can pay for the Services using a debit card or credit card. We accept the following cards:

PayPal/Visa/MasterCard/ Escrow

We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a £20 administration fee will be levied.
If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.5 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%.
You will pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Intellectual property rights

1. 1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

How we may use your personal information

1. 1. We will use any personal information you provide to us to:
    1. provide the Services;
    2. process your payment for the Services; and
    3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
  2. We will process your personal information in accordance with our data protection policy on our website at www.tdaglobaltrade.co.uk, the terms of which are incorporated into this Contract.

Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

1. 1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
    1. death or personal injury caused by negligence;
    2. fraud or fraudulent misrepresentation; and
    3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  2. Subject to clause 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
    1. loss of profits;
    2. loss of sales or business;
    3. loss of agreements or contracts;
    4. loss of anticipated savings;
    5. loss of use or corruption of software, data or information;
    6. loss of or damage to goodwill; and
    7. any indirect or consequential loss.
  3. Subject to clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to any sums paid in membership fees or other charges paid to us during the period of 12 months prior to any default on our part. Where you have not been a member for 12 months then the sums charged during your period of membership for membership fees or other charges will be divided by the number of complete months you have been a member and multiplied by 12 to fix the limit applicable under the terms of this clause.
  4. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
  5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  6. This clause 11 will survive termination of the Contract.

Confidentiality

1. 1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
  2. We each may disclose the other’s confidential information:
    1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

Termination, consequences of termination and survival

1. 1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
    1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven days of you being notified in writing to do so;
    2. you fail to pay any amount due under the Contract on the due date for payment;
    3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
    4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
    5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
  2. Consequences of termination
    1. On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
    2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
  3. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

Events outside our control

1. 1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    1. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
  2. You may cancel the Contract affected by an Event Outside Our Control. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

Communications between us

1. 1. When we refer to “in writing” in these Terms, this includes email.
  2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
  3. A notice or other communication is deemed to have been received:
    1. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
    2. if sent by email, at 9.00 am the next working day after transmission.
  4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
  5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

General

1. 1. Assignment and transfer
    1. We may assign or transfer our rights and obligations under any Contract to another entity.
    2. You may only assign or transfer your rights or your obligations under any Contract to another person if we agree in writing.
  2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
  3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
  4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
  5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
  6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

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