Dreamaid.com (the “Site”) is the online marketplace of Dreamaid, a division of Sysmax Limited. When we refer to “Dreamaid”, “we”, “our” and “us” we mean Dreamaid, a division of Sysmax Limited a company registered in England and Wales (number 06546841) with its registered office at 145 – 157 St John Street, London, EC1V 4PW. When we refer to “Dreamer”, “you”, “yourself” or “your” we mean a user of the Site. Any person who want to access the Site to buy or sell Items or to use the other Services or for any other reason must accept the terms and conditions of this Participation Agreement without change. This Participation Agreement is between Dreamaid and you.
BY PRESSING THE "ACCEPT" THE AGREEMENT BUTTON DURING REGISTRATION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT. IF YOU ARE A VISITOR TO THE SITE AND DO NOT REGISTER YOU AFFIRM THAT YOU ARE BOUND BY THESE TERMS EACH TIME YOU ACCESS THE SITE. YOU ARE RESPONSIBLE FOR ENSURING THAT ALL PERSONS WHO ACCESS THE SITE THROUGH YOUR INTERNET CONNECTION ARE AWARE OF AND ABIDE BY THESE TERMS.
In particular, you acknowledge that you have read and understood the clauses in this Participation Agreement relating to: Dreamaid's disclaimer of warranties; limitation of liability; protection and use of your personal data; and the manner in which Dreamaid may make changes to this Participation Agreement.
This Participation Agreement is divided into four sections:
A. General Conditions
B. Conditions relating specifically to Sellers
C. Conditions relating specifically to Buyers
D. Conditions relating to registered Dreamers
A. General Conditions
1. Eligibility and Registration Requirements
1.1 The following words shall have the following meanings unless the context requires otherwise:
“Buyers” are Participants using the Site for the purpose of buying Items;
“Content” means any content, information, pictures, images, sounds, videos, graphics, software, files or any other item whatsoever;
“Dreamer” means a user of the Site and “Dreamers” shall be construed accordingly;
“Items” means any items or services offered for Sale;
“Participants” are Dreamers who have registered on the Site for an account;
“Paypal” means the payment services provided by Paypal.com as such services are varied from time to time;
“Sale” means offered for sale by means of a listing posted on the Site;
“Sellers” are Participants using the Site for the purpose of selling Items; and
“Services” means any services provided to Dreamers;
1.2 Use of the Services is limited to parties:
(a) that can lawfully enter into and form contracts under the laws of England and Wales; and
(b) if a natural person, who are at least 18 years old.
1.3 By using the Site, you represent and warrant that you are 18 years old or older. Any use of the Site by anyone under the age of 18 is strictly prohibited and is in violation of this Participation Agreement.
1.4 Only Participants may participate in buying or selling on the Site. In order to buy or to sell Items on the Site, you must also register with Paypal to use its payments service.
1.5 To register you must provide your real name, address, phone number and e-mail address. You warrant to us that the information you provide during the registration process (and any notification of change of such information) is true and correct.
1.6 You are obliged to notify us immediately:
(a) of any changes to your registration information; or
(b) if you suspect there has been unauthorised use of your account.
1.7 We reserve the right to reject any registration in our sole discretion.
1.8 If you provide false or incorrect registration information or do not notify us of changes to your registration information as required by clause A.1.5, We reserve the right to terminate your account immediately and without notice to you.
1.9 You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account) and you are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password. We reserve the right to require you to change your password from time to time.
1.10 Unless otherwise indicated, Dreamaid and its affiliates may participate in buying or selling Items for Sale. When we or our affiliates offer Items for Sale, we will abide by the same obligations imposed under this Agreement as any other seller on this Site. In addition, employees of Dreamaid are permitted to participate in their personal capacity (i.e., not as Dreamaid employees, representatives or agents) in the transactions conducted through this Site. Our employees, representatives or agents, when participating in any transaction in their personal capacity, are subject to this Participation Agreement.
2.1 On the Site, Items are offered by sellers for Sale at a fixed price.
2.2 Unless otherwise agreed by us with the Seller in advance in writing and save for any charges described in clause A.2.3, the price of any Item offered for Sale (including the applicable delivery charge) is displayed inclusive of any customs and excise duty, VAT and other taxes which may be applicable and Sellers may not charge or seek to charge the Buyer for any customs and excise duty, VAT or other taxes which are additional to the price displayed for the Item on the Site.
2.3 If the Buyer is in a different jurisdiction to the jurisdiction from which the Item purchased was dispatched, the Buyer shall be responsible for any customs and excise import duties or other import taxes and charges (save for excess postage charges) imposed by any authority in the Buyer’s jurisdiction.
2.4 For Items listed for Sale, Sellers may only charge Buyers fixed delivery charges and such charges (for shipping to a Buyer within the Seller’s jurisdiction or to a Buyer outwith the Seller’s jurisdiction) will be specified by the Seller at the time the Item is listed for Sale and will be displayed with the Item’s description.
3. International sales
3.1 In listing an Item for sale internationally, the Seller will also have to comply with the laws of the country in which the Buyer resides dealing with, among other things, prohibitions on the sale, distribution or offering for sale of specific items.
4. Prohibited Items
4.1 Any Participant may list an Item for Sale. However, the following items must not be listed on the Site by Sellers or purchased by Buyers:
(a) offensive material, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age;
(b) obscene material including pornographic material (e.g.: material rated R +18, home porn and hardcore material);
(c) living animals;
(c) intoxicating liquor and tobacco;
(d) firearms and ammunition;
(e) stolen goods;
(g) items that infringe another party's copyright, patent, trademark, design right, database right, or other intellectual property or other proprietary right (e.g.: pirated software, CDs, videos and DVDs, OEM software and so on);
(h) illegal or prescription drugs;
(i) items whose sale, distribution or offering for sale is prohibited by any applicable law;
(j) items whose sale is subject to export restrictions in the seller’s jurisdiction;
(k) offensive weapons, poisons and dangerous substances (as defined by the applicable law or laws).
4.2 We shall be entitled to determine in our absolute discretion whether any Item is prohibited under clause A.4.1 and any such determination by us shall be final.
5. Sale fulfilment
5.1 Dreamaid will confirm each order to the Seller and the Buyer. Sellers must dispatch Items sold within the time specified on the Item description (if any) or such other time as may be agreed between the Seller and the Buyer once the order confirmation is made available to them.
5.2 If, by law, an agreement for the transfer of any property must be evidenced in writing or in some specific form, then the Buyer and Seller agree, on the completion of a Sale to complete the transaction in writing and/or in the relevant form (as the case may be).
5.3 Unless the Buyer and Seller expressly agree otherwise, the following terms and conditions will apply to the contract between the Buyer and Seller for the sale of the relevant Item:
(a) Save for the charges detailed in clause A.2.3 which shall be paid as specified therein, all postage, customs and excise duty, VAT and any other taxes associated with the Sale (if applicable) will be paid by the Buyer and it is the Seller's responsibility to determine, collect and remit the applicable VAT, customs and excise duties and any other taxes associated with the Sale. Unless otherwise agreed by us in advance in writing, the price of any Items offered for Sale must be displayed inclusive of any customs and excise duty, VAT and any other taxes associated with the Sale, which may be applicable and Sellers will not charge or seek to charge the Buyer for any customs and excise duty, VAT or other taxes which are additional to the price displayed for the Item on the Site;
(b) Buyers are required to use the services provided by Paypal to pay Sellers in the currency in which the Sale is listed;
(c) the Sale will be subject to any warranties implied under applicable law; and
(d) the contract between the Buyer and Seller will be governed by the laws of England and Wales (and expressly excluding the United Nations Convention on the Sale of Goods) and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
6. Dreamaid's Role
6.1 Dreamaid is not an auctioneer, neither is it an intermediary between the Buyer and the Seller. Dreamaid provides a venue for Sellers and Buyers to negotiate and complete transactions.
6.2 Save where Dreamaid acts as a Seller, Dreamaid is not the agent of either Seller or Buyer and has not authority for either, for any purpose. Accordingly, the contract formed at the completion of a Sale is solely between Buyer and Seller.
6.3 The enforcement of any contractual obligations arising out of the completion of a transaction is the responsibility of Buyers and Sellers party to that transaction. Dreamaid is not obliged to mediate between parties or enforce or execute fulfilment of any contract.
6.4 Buyers and Sellers use the Site and the Services at their own risk.
7.1 Dreamaid may, in its sole discretion, terminate this Participation Agreement, and your access to the Site or the Services, or any current Sales immediately without notice for any breach of any terms of this Participation Agreement.
8. Dreamaid's Reservation of Rights
8.1 Dreamaid retains the right to, if it considers it appropriate:
8.3 Parts of the Site or the entire Site may be temporarily unavailable from time to time for maintenance or other reasons and we reserve the right to alter any part of the Site and to suspend or withdraw the Site at any time and for any reason. Save as otherwise set out in this Participation Agreement or as specified by law we shall not be liable for any damages, loss costs or expenses incurred by you as a result of any lack of availability or accessibility of the Site.
9 Acceptable Site Use
9.1 You agree not to post on the Site or otherwise seek to disseminate amongst the Dreamers any Content that:
(a) violates or may violate any laws, rules or regulations;
(b) promotes, condones or encourages (or is capable of promoting, condoning or encouraging) any illegal activity, racial tension or terrorism;
(c) you do not own. In the case of photographs and videos this means that you may only upload, post or otherwise disseminate photographs and videos that are original works created by you;
(d) infringes or might be considered to infringe anyone’s copyright, trade mark or other intellectual property rights;
(e) is, or might be considered to be, obscene, indecent, pornographic, sexually explicit, profane, vulgar, violent or offensive (in any language);
(f) depicts or describes violence in a gratuitous or graphic manner;
(g) is abusive, intimidating, discriminatory, threatening, mean spirited or intended to harass or cause (or be capable of causing) trouble or offence to anyone;
(h) is defamatory, false, fraudulent, unreliable or misleading about any person, business or thing;
(i) is racially, ethnically, religiously or sexually discriminatory or offensive, hate related, malicious, derogatory or otherwise objectionable;
(j) contains trade secrets for which you do not have permission to post on the Site.
9.2 You agree not to use the Site (or any part of the Site):
(a) to defame, abuse, harass, threaten or otherwise violate or infringe the rights of any person or entity (including, but not limited to rights of intellectual property or rights of privacy);
(b) for any illegal purpose and agree to use the Site in accordance with all relevant laws;
(c) in a way that may cause the Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is in any way impaired;
(d) to impersonate any person or entity nor attempt any unauthorised access to any part of the Site;
(e) in an attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up any part of the Site;
(f) to post any incomplete, false or inaccurate biographical information about yourself or to impersonate any other person (whether real or not);
(g) to post, or to incite any Dreamer to join, any franchise, pyramid scheme, “club membership”, distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, or requires recruitment of other Dreamers, sub-distributors or sub-agents;
(h) for any purpose other than the buying or selling of Items or social networking;
(i) to engage in predatory conduct or otherwise use the Site to stalk or harass anyone;
(j) for the sending of unsolicited bulk email (spam) or any other unsolicited communications, chain letters, pyramid schemes or similar solicitations;
(k) to post anything that contains viruses, harmful software, Trojans, worms, logic bombs or other material which is technologically harmful, or which seeks to interfere with, surreptitiously intercept or expropriate any data or information stored or used within the Site.
9.3 You agree to register for the Site no more than once and that you will not use any account registered by any other Dreamer to access the Site.
10. Grants of Licence, Intellectual Property and Linking and Framing
(a) Your Grant. By entering into this Participation Agreement and listing an item, you grant Dreamaid and our affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, right to exercise all copyright, database rights and rights of publicity over the Content you provide to us or in any other catalogue or product information that you provide to us (excluding any of your logos, trademarks or other similar branding), in any existing or future media, known or unknown, now or at any later date and the right to copy, modify, distribute, show in public and create derivative works from the Content you provide to us in any form, for any purpose, anywhere.
(b) Dreamaid's Grant. Dreamaid grants you limited non-transferrable license to each participant to make personal use only of the Site and the Services in accordance with this Participation Agreement. This license expressly excludes, without limitation: any resale or commercial use of the Site and the Services; modifying, distributing, copying, republishing or making any derivative of the Site or the Services; the collection and use of participant e-mail addresses or other participant information or listings, or any data extraction or data mining whatsoever.
10.2 Intellectual Property Rights
Subject to the licence granted to you under clause A.10.1(b), we reserve all right, title and interest in our and our affiliates' intellectual property rights (including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country) in the Site and the Services (the “Material”). Any goodwill accruing out of the use of our and our affiliates' trade marks, trade and business names and service marks under this Participation Agreement will vest in Dreamaid and our affiliates, as the case may be.
10.3 Linking to the Site and prohibition on Framing
Despite anything else contained in this Agreement, you must ensure that each link (graphical, text or otherwise) to the Site posted or maintained on any location by you or on your behalf, conveys users directly to the Site, without displaying or performing any other advertisement, promotion or content (whether audio, visual, audio-visual or otherwise). In addition, you must not take any action, or assist, authorise or encourage any third party to take any action, that would cause the appearance or presentation of the Site as seen by users linking to the Site to be different from that seen by users who access the Site by hand-entering the applicable URL into a generally commercially available browser which has not been customised for a particular person or entity. Without limiting the generality of the foregoing, you must not, at any time, make use of any framing techniques or technologies, interstitial advertisements, pop-up windows or consoles or other similar items or techniques in connection with any link to or on the Site.
10.4 Linking off the Site
Sellers must not include any links (graphical, text or otherwise) in any Sale listing on the Site, save where such links convey users directly to another location on the Site, without displaying or performing any other advertisements, promotions or content (whether audio, visual, audio-visual or otherwise). Except as approved in advance in writing by Dreamaid, you will not, and you will cause your affiliates not to, directly or indirectly (e.g.: through a Third Party (as defined below):
(a) sell, barter, disclose or transfer to any Third Party (which in this clause 9.4 shall mean any party other than you or your affiliates ("Third Party"), any data acquired by you as a result of any transaction on this Site (whether this is information that pertains to the identity of a Dreamer, the order or referral information (here meaning any information disclosing that a Buyer purchased an Item through the Site, and/or any other personally identifiable information regarding any Dreamer), or permit any Third Party to have access to the same;
(b) send to any Dreamer or user of the Services any non-electronic direct-mail marketing that promotes or advertises anyone (including you and your affiliates);
(c) send to any Dreamer or user of the Services any electronic communication except as necessary to complete any Buyer's transaction or to respond to a customer service enquiry made by such Buyer concerning such transaction;
(d) use any domain name (or any part of it) on the Site and/or otherwise in any communications that you have with any user of the Services and/or any Buyer (by way of example but not limitation, you should not use "www" ".com", ".co. " or similar domain name identifiers);
(e) include in any communication made or authorised by you with any user of the Services and/or any Buyer including, without limitation, in any order (including the packaging of the order and any promotional pieces, invoices and alike sent with it), order confirmation and/or other communication made in connection with the fulfilment of a transaction:
(i) any offer from or reference to any Third Party and/or
(ii) any link or reference to any website other than the Site (or otherwise seek to direct any person to any website other than the Site), except that you may include in any communication to a Buyer links or references (or otherwise direct such Buyer to your website solely in connection with your fulfilment of, or as necessary to provide customer service with respect to such applicable purchase);
(iii) any reference to domain names;
(f) target (on any basis via any means) unsolicited communications of any kind to any user of the Services and/or any Buyer. You will comply with the Data Protection Act 1998, including, but not limited to, the Seventh Principle.
10.5 Links to other site
(a) The Site contains links to third party websites (“Third Party Websites”). We have no control over the content of Third Party Websites and accept no responsibility for them or for any loss or damage that may arise from your use of them. You acknowledge that you access and use Third Party Websites from the Site at your own risk.
(b) From time to time we enter into platform services agreement with third parties. These are agreements that allow third parties to install third party software, content, material or applications on the Site that retrieves data made available by Dreamers and/or to install applications on third party websites that retrieve data made available on third party websites for use by Dreamers on the Site (“Platform Applications”).
(c) You may elect whether or not to use Platform Applications. When using a Platform Application, the third party provider may require you to agree to its own terms and conditions before proceeding. If you do not wish to be bound by such terms and conditions, do not agree to them and cease your installation of the relevant Platform Application. We accept no responsibility for Platform Applications or for any loss or damage that may arise from your use of them. You acknowledge that you install Platform Applications at your own risk.
11 General Intellectual Property Provisions
11.1 We do not claim ownership rights in the Content provided by you to us. If you post Content in accordance with the terms of this Participation Agreement you will retain all intellectual property rights in that Content subject to the licence granted by you to us pursuant to clause A.10.1(a).
11.2.1 are representing and warranting that:
11.2.2 authorise us to adapt such Content at our discretion, and so waive your moral rights to object to any derogatory treatment, or to be identified as the author, of the Content in question.
11.3 You agree to pay for all fees, royalties or any other payments owing to any third party by reason of your posting of such Content.
11.4 Provided you are eligible to use the Site as a Dreamer, you are granted a limited licence to download or print a copy of the Material solely for your own use provided that you acknowledge that the copied material is our property. You must not modify, distribute, republish, display, post, transmit, sell or incorporate into other databases or compilations the copies of the Material you have made, in whole or in part. If you use the Material in breach of this limited licence, this limited licence will immediately terminate, your right to use the Site will cease immediately and you must return or destroy any copies of the Material you have made.
12 Alerting and Removal of Content
12.1 You agree that we are not and cannot be responsible for the Content posted to the Site by any Dreamer or behaviour of other Dreamers, whether in connection with the Site or outside of it.
12.2 If you see anything on the Site which appears to breach any term of this Participation Agreement then please contact us to inform us of it by using the “Contact Us” function, or by emailing us at email@example.com.
12.3 Although we provide rules for Dreamer’s conduct and Content postings, we do not approve or control and are not responsible for what Dreamers post, transmit or share on the Site and are not responsible for any inappropriate obscene, offensive, unlawful or otherwise objectionable Content you may come across on the Site or in connection with any third party platform applications, software or content.
12.4 You acknowledge and agree that we may delete or remove any Content posted by you on the Site, or move such Content from a place on the Site which all Dreamers can access to a place that is only accessible by you or some Dreamers, without notice and at our sole discretion, for any reason, including Content that we decide in our sole discretion breaches the terms of this Participation Agreement, or which might be inconsistent with our objectives (which we determine from time to time in our sole discretion) or bring the Site into disrepute. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Content you post or store on the Site or provide to us.
13 Data Protection and Privacy
13.2 Unless otherwise authorised or consented, you agree not to use any information regarding other Participants or Dreamers that is accessible from the Site, except to enter into and complete transactions conducted via the Site. You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy or otherwise objectionable conduct.
14 No Warranties
14.1 Disclaimer of Warranties.
THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS THEREOF. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SITE, CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS AND LINKS.
14.2 General Release.
BECAUSE DREAMAID IS NOT THE AGENT OF EITHER SELLER OR BUYER, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE DREAMAID (AND ITS EMPLOYEES, REPRESENTATIVES AND AGENTS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
15 Limitation of Liability
15.1 TO THE FULLEST EXTENT PERMITTED AT LAW, DREAMAID WILL NOT BE LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY STATUTORY IMPLIED TERM) FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, WHETHER OR NOT DREAMAID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
15.2 Despite anything else contained in this Agreement, neither party excludes any liability for death or personal injury to the extent only that it arises as a result of the negligence of that party, its employees, agents or authorised representatives.
15.3 The Site acts as a venue for Dreamers and Participants to buy and sell Items and to contact other Dreamers and Participants via the social networking facilities. We do not screen or censor the Items offered for Sale, details and information posted or profiles created for social networking, and we are not involved in the actual transactions between Dreamers. As a result, we have no control over the quality, safety or legality of the Items listed for Sale, the truth or accuracy of the listings, the ability of the Dreamers to offer Items for Sale or the ability of Dreamers to buy Items. Any information in the Items listed or any information included on the Site is followed by you at your own risk and we do not warrant the accuracy of the Content on the Site, including the content of Item descriptions in any respect. We are not liable for any use or reliance you make of or put on any Content on the Site.
15.4 You acknowledge that there are risks involved including, but not limited to, the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretences. You assume all risks associated with dealing with other Dreamers with whom you come into contact through the Site.
15.5 Due to the nature of the internet, we cannot and do not confirm that every Dreamer is who they claim to be. We have no control over Dreamer to Dreamer dealings or individual Dreamer behaviour and as a result of this if you have a dispute with another Dreamer you agree to release us (and our agents and employees) from any claims demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
15.6 We are not obliged to and generally do not control Content placed on the Site by Dreamers. Dreamer’s Content may be offensive, harmful, inaccurate, mislabelled or deceptively labelled. We expect and you acknowledge that you will exercise caution and common sense when using the Site.
15.7 You acknowledge and agree that you are solely responsible for the form, content and accuracy of any Content placed by you on the Site.
15.8 To the extent that we are found by a competent court to be liable to you in respect of the Site and/or the Content (whether arising from breach of contract, negligence, breach of any common law or statutory duty to take reasonable care or exercise reasonable skill, or otherwise) our entire liability to you shall be limited in aggregate to the lower of: (a) the value of any Item which is the subject of the ruling of such court and (b) the sum of £100.
15.9 WE DO NOT WARRANT THAT THE SITE WILL OPERATE WITHOUT ERRORS OR THAT THE SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.
15.10 We are not responsible and make no warranties or representations for the delivery of any messages (such as emails, posting of questions or answers or transmission of any Content) sent through the Site to anyone.
You hereby indemnify us and agree to keep us indemnified against any and all claims, damages, losses, liabilities and costs arising from and in connection with your use and abuse of the Site and/or the Content on the Site or your breach of any term of this Participation Agreement.
17 VAT and other taxes on the sale of goods and/or services by Sellers.
You agree, subject to clause A.2.3, that it is the Seller's responsibility to determine whether VAT, customs duties, excise taxes or other taxes apply to the sale of goods and services to the Buyer and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority. You agree that, unless otherwise agreed by us with a Seller in advance in writing, the price stated by any Seller for any Item offered for Sale is inclusive of any VAT, customs duty, excise tax or other tax that the Seller may be required to remit in connection with such sale. You also agree that Dreamaid is not obliged to determine whether VAT or other taxes apply to any Sale of any Item by a Seller to a Buyer on the Site and is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale.
18. General Provisions
18.1 Entire Agreement
18.2 No Agency; Third-Party Beneficiary
Dreamaid is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or beneficial right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of Dreamaid and its affiliates, you, and relying Buyers or Sellers.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
18.4 No Waiver
Our failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement.
This Participation Agreement may only be amended or modified in writing (which may be represented electronically) and only in the manner set out in the remainder of this clause. We reserve the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in our sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Participation Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, THEN YOUR ONLY REMEDY IS TO CEASE USE OF THE SERVICES OR THIS SITE.
Notices can be sent to you at the e-mail address you provided to us. You may send notices to us as follows:
c/o Sysmax Limited
145 – 157 St John Street
Attn. The Company Secretary
18.7 Force Majeure
We shall not be liable to any Dreamer or be deemed to be in breach of any agreement incorporating these terms by reason of any unavailability of or restricted or delayed access to the Site if the unavailability, restriction or delay is due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond our reasonable control:-
Act of God, explosion, flood, tempest, fire or accident, effects of malicious software or code, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, or local authority; import or export regulations or embargos; strikes, lock outs or other industrial actions or trade disputes (whether involving our employees or those of a third party),and failure of any equipment used in relation to the Website.
18.8 Governing Law
This Participation Agreement will be interpreted, construed and enforced in all respects in accordance with the law of England and Wales, and you irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales.
B. Conditions relating specifically to Sellers
1. Seller's Obligations with respect to listing Items for Sale
(a) By listing an Item for Sale you represent and warrant to prospective Buyers that:
(i) you are the true owner of the Item or are properly authorised to sell the Item by the true owner and are able to transfer good title to the Item free from any third party claims, liens or encumbrances; and
(ii) the listing is accurate, current and complete and is not misleading or otherwise deceptive;
and you represent and warrant to us that:
(i) the Item is not one that would fall within any of the prohibited items described in clause A.4 and
(ii) the Item is safe and bears any marking and labelling required under applicable law e.g. a "CE" mark.
(b) Subject to any pricing guidelines set forth from time to time on the Site, Sellers will determine the purchase price for each of their Items offered for Sale.
1.2 Compliance with Applicable Law
(i) any Items sold are safe,
(ii) any Items sold bear a "CE" or any other mark where required by applicable law,
(iii) any Items sold are appropriately packaged and labelled as required by applicable law,
(iv) any Items sold otherwise comply with all applicable law regarding their sale.
(b) You will audit the products that you sell on a regular basis (at least monthly) to ensure ongoing compliance with this obligation. You will also advise the Buyer of any age or other restrictions that apply to the Sale of any Items that you sell. We make no representations that items not appearing on the prohibited items list in clause A.4 may be sold or distributed or offered for Sale under applicable laws.
2. Seller's Fees
2.1 By listing an Item for Sale, you agree to pay the fees set out in the Fee and Payment Schedule contained in the Help section of the Site, which is incorporated into this Agreement by reference, at the time and in the manner set out in such Schedule.
2.2 All fees listed in the Fee and Payment Schedule are in UK Pounds Sterling, and are exclusive of VAT, unless stated otherwise. The Fee and Payment Schedule may vary in the future. The Fee and Payment Schedule in effect at the time of the order processing regarding the relevant Item will govern the transaction. You should check the fees and terms each time you participate in a Sale. All fees are payable upon demand.
2.3 VAT on seller fees.
The Seller fees are subject to VAT where applicable and such VAT will be paid by the Seller at the time of payment of the corresponding fees.
3. We reserve the right to request additional information and to confirm the validity of your Seller account information (including your VAT registration number) from you or government authorities and agencies as permitted by law and you irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.
4. Prohibited Acts
(a) sell all Items on his or her own account and must not represent that he or she is selling on behalf of any third party; and
(b) not use the Services or the Site in the contravention of any applicable law nor permit or assist others to do so.
5. Procedures and Guidelines
You agree to abide by the procedures and guidelines, contained in the Help section, for conducting Sales, which are incorporated by reference into, and made part of, this Participation Agreement. The procedures and guidelines contained in the Help section explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future in accordance with clause A.18.5. You should refer regularly to the Help section to understand the current procedures and guidelines for participating and to be sure that the items you offer for Sale can be sold on the Site. You will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available.
6. In order to sell Items on the Site, you must register with Paypal to use their payments service (the "Payment Service").
7. For in relation to Items for Sale, all payments and refunds must be processed through the Payment Service. Sellers may not invoice Buyers outside the Payment Service.
8. Sellers must provide a full refund to any Buyer who remits payment, if the Item cannot be shipped at the close of the Sale. Sellers must provide the refund promptly, but in no case later than thirty (30) days following the close of the Sale. Sellers must use the Payment Service to refund Buyers.
9. All notices will be sent by e-mail or will be posted on the Site. We will send notices to the Seller at the e-mail address maintained in our records for the Seller. The Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. The Seller will send notices to us at our current e-mail address published on our Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day (not being a Saturday, Sunday or public holiday) (“Business Day”) after transmission if properly addressed to the intended recipient. If not sent by e-mail, notice may be provided in writing and sent, postage paid, as First Class or the local equivalent mail properly addressed or personally delivered by express courier such as DHL. First Class mail is properly addressed if sent by us to the address maintained in our records for the Seller. First Class or the local equivalent mail is properly addressed if sent by the Seller to the current address published by us on our Site. First Class mail sent by us is deemed received three Business Days after it is deposited with Royal Mail. A notice sent by express courier is deemed received when personally delivered to the intended recipient or to a person with apparent authority to receive such delivery on behalf of the intended recipient.
C. Conditions relating specifically to Buyers
1. You warrant and represent to us that the information you provide to us at registration will be true and correct.
2.1. In order to buy items on the Site, you must register with Paypal to use their payments service (the "Payment Service").
2.2. For all Items purchased by you, all payments and refunds must be processed through the Payment Service. Buyers may not pay Sellers outside the Payment Service.
3. Buyer's fees.
3.1 By purchasing an Item for Sale, you agree to pay the fees set out in the Fee and Payment Schedule contained in the Help section of the Site, which is incorporated into this Agreement by reference, at the time and in the manner set out in such Schedule.
3.2 All fees listed in the Fee and Payment Schedule are in UK Pounds Sterling, and are exclusive of VAT, unless stated otherwise. The Fee and Payment Schedule may vary in the future. The Fee and Payment Schedule in effect at the time of the order processing regarding the relevant Item will govern the transaction. You should check the fees and terms each time you participate in a Sale. All fees are payable upon demand.
4. Prohibited acts.
Buyers must not:
4.1 whether by themselves or in conjunction with other participants, manipulate transactions in ways that are unfair to other Dreamers; and
4.2 use the Services or the Site in the contravention of any applicable law nor permit or assist others to do so.
5. Inspection of items.
Buyers must inspect any items purchased from a Seller immediately upon receipt to ensure that it accords with any description given by the Seller in the Item's listing and to ensure that the Item is safe.
D. Conditions relating specifically to Dreamers
1. We may include on the Site various forums, blogs, chat rooms or other services where you can post your observations and comments. We cannot guarantee that other Dreamers will not use the ideas and information that you share. If you have an idea or information that you would like to keep confidential and/or don’t want others to know or use, do not post it to the Site.
2. We may limit the number of connections you have to other Dreamers and may also prohibit you from contacting other Dreamers through the Site
3. You are solely responsible for your interaction through the social networking services of the Site with other Dreamers. We reserve the right, but shall have no obligation to, monitor disputes between you and other Dreamers and to terminate your registered account if we determine, in our sole discretion, that doing so is prudent.