Modulations & Conditions
Updated: 2019 Effective 1st February 2019
TERMS & CONDITIONS
Welcome to www.vinex.market (the “Exchange”), a web-based marketplace where registered sellers (“Sellers, you, user”) can add listings (“Listing”) and promote their available wines and registered buyers (“Buyers, you, user”) can add Listings in order to source their requirements via the Exchange. Vin-Exchange Ltd (“VINEX”) also publishes related wine market information and data analysis that may be of interest to Buyers and Sellers.
REGISTERED COMPANY AND EXCHANGE
The Exchange is operated and owned by Vin-Exchange Ltd (“VINEX, us, we”), a company incorporated and registered in England and Wales, with company number 9908869, whose registered office is at Level 1, One Mayfair Place, London, W1J 8AJ.
By completing the registration form and being approved by VINEX, you become a member of the Exchange and agree to be bound by these terms and conditions (the “Terms”) and further agree to adhere to the Trading Rules of the Exchange which can be found here http://en.vinex.market/support/trading-rules-and-regulations. If you do not accept the Terms, you must not use the Exchange. Your continued use of the Exchange constitutes and confirms your agreement to be bound by the Terms.
VINEX reserves the right to vary the Terms without notice to you by publishing the revised Terms on the Exchange. When you use the Exchange you will be bound by the version of the Terms current at the date you use the Exchange.
When you contract through the Exchange, the Terms incorporated into that contract will be the Terms which are current at the time of that contract.
HOW VINEX WORKS
The Exchange is a web-based electronic trading platform that introduces wine Sellers and wine Buyers within regions and across markets, allowing them to contract for the sale and purchase of wine, grapes or wine-grape derived products (the “Goods”). This includes both bulk wine and bottled wine or wine related products.
The role of VINEX is to facilitate introductions between Sellers and Buyers using the Exchange. VINEX is not a party to any contract between the Seller and the Buyer resulting from utilising the services of the Exchange. VINEX does not itself own or produce wine or wine-grape derived products. It only provides the Exchange where Buyers and Sellers can connect to buy and sell Goods for a service fee paid to VINEX.
VINEX does not purport to and is not licensed to offer, trade or recommend any financial product or service and is not authorised by the Financial Conduct Authority.
The Goods are purchased in a free and fluctuating market where prices may change at any time before an acceptance.
EXCLUSION OF REPRESENTATIONS AND WARRANTIES
All information accessed at or via the Exchange is provided ‘as is’ without any express or implied warranty by us. The content of Listings relies on data received from Sellers and Buyers by us in good faith on the basis of warranties provided by them. We are unable in practical terms to verify the accuracy of this information and do not attempt to do so. Please carefully note this.
We in no way warrant or represent to you that:
- users are over 18 and otherwise have the capacity to enter into binding contractual relations; or
- users have the capacity or authority to perform their obligations under a contract between Buyer and Seller negotiated via the Exchange; or
- any statement made by or attributed to a user of this Exchange is accurate or not misleading including (without limitation) the quantity, quality or type of Goods listed. You may refer any inaccuracies or concerns by email to email@example.com, which we will deal with at our sole discretion.
You agree that negotiations and all other contact between you and other users of the Exchange are conducted entirely at your own risk.
It is your sole responsibility to verify any information on the Exchange before relying on it. You agree that any sale or purchase will be made solely in reliance upon your own enquiries, inspections, tasting and analysis of the Goods to the extent, if any, that you have chosen to make; and that we have not made any representations to you about the truth and accuracy of Listings or other advertisements, the suitability, quality or existence of Listings or the ability of users to actually enforce or complete a transaction. We do not warrant the truth of any representation made by the Sellers nor do we warrant that Sellers are the legal owners of the wine listed.
You acknowledge that we are not liable for any direct, indirect and/or consequential loss or damage (including legal fees and other costs or expenses incurred) arising from or in any way connected with your use of the Exchange, the purchase, sale or other agreement between users of the Exchange and/or any inaccuracy or incompleteness of information contained on the Exchange or any related printed material.
Nothing in these terms shall exclude or limit our liability for:
- death or personal injury arising from our negligence;
- fraud or fraudulent misrepresentation by VINEX; or
- any other liability that cannot be limited or excluded by law.
USE OF EXCHANGE
The Exchange is available for use by businesses holding any required current liquor license and wine professionals who VINEX has verified and approved, and who agree to be bound by our Terms.
We do not represent or warrant that the content on the Exchange complies with the laws of all countries. If you access the Exchange, you do so at your own risk and should seek your own legal advice.
While care has been taken when compiling the Exchange, it uses information from a range of public and subscribed sources, including by third parties who may place advertisements or allow us to publish information (e.g. live news feeds). We cannot and do not screen all material on the Exchange before it is posted. The Exchange may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them
We cannot and do not warrant or represent that:
- the Exchange (including where listings and advertisements are displayed) or any servers that store and transmit data to the user is secure and free from errors or omissions, technical inaccuracies, errors, programming bugs, viruses, harmful content or components, interference (including malfunction of equipment or software, Internet access difficulties, or delay or failure of transmission) or duplicate data; or
- your or others access to the Exchange will be uninterrupted, provided without delay or in a timely fashion.
The availability of content on the Exchange is subject to the limitations of the internet including re-buffering, loss of connection and dropouts.
REGISTERING AS A MEMBER
To add and promote Listings as a Seller or Buyer on the Exchange you must first register and be approved by VINEX. Please see the Trading Rules of the Exchange in relation to acceptance for registration.
To negotiate, request samples and contract to buy or sell the Goods listed on the Exchange you must be a current registered member of VINEX. Several membership levels are offered by VINEX, each with different Exchange licenses, access privileges and features.
Each user who registers and uploads material to the Exchange warrants that they are over 18 years of age and have provided us with complete, current and accurate information. You must update your user profile information if your situation changes. You consent to us contacting you from time to time to ensure your information is current.
You are entirely responsible for maintaining the confidentiality of your account information, including your password and trading code, and for any and all activity that occurs under your user profile. You agree to notify us immediately of any unauthorised use of your account or password.
You may upload information to the Exchange, or instruct us to upload, adjust or edit information (including any Listing, bid, acceptance, counter-offer or rejection) on your behalf. Whilst VINEX provides the Exchange, as a medium, it is you who publish and format on the Exchange, not VINEX. We will not be liable for any consequences of any errors, omissions or failures to comply with your instructions or for any delays in following your instructions.
You warrant that you own or have the authority and all necessary licences, consents or permissions to supply all data, text, trademarks, photography, artworks and other material given or uploaded to the Exchange. To the extent necessary, you grant us a non-exclusive, worldwide, royalty-free licence to copy, display and modify that material by any means (including in both electronic and printed form).
If you upload data, text, photography, artworks or other material to the Exchange you agree to indemnify and hold us harmless and will keep us indemnified and held harmless against all claims, costs, expenses, damages, liability or loss arising from any claims made against us arising out of the breach of copyright or patent and, inaccuracy or misleading content.
We reserve the right to decide whether, where and how Listings are displayed on the Exchange.
Any and all press releases, other public announcements or supplier directory listings related to your advertisement on the Exchange, including their method and timing, must first be approved in advance by us in writing.
You may not claim any association with www.vinex.market without our written permission.
WARRANTIES ABOUT CONTENT AND SALE OF WINE
If you upload any content to the Exchange or otherwise submit material to be published by us, you warrant that:
- if you are a Seller, you have the right to sell the wine specified in your Listing on the terms of sale specified in that Listing and those negotiated over the Exchange;
- all Listings conform to current national laws and regulations in the country from which they are being offered;
- you have the lawful right to distribute and on-sale the Listing content, specifically labelled wines and that it does not infringe any license or distribution agreement, barcode, trademark, copyright or other intellectual or proprietary right or graphic device of any party;
- it is true and correct;
- it is not misleading or deceptive;
- it is not unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable; and
- it can be lawfully published on the Exchange or otherwise by us.
You agree to indemnify us and hold us harmless and will keep us indemnified and held harmless against all claims, costs, expenses, damages, liability or loss arising from a breach of any warranty made by you in these Terms.
Without prejudice to any of these Terms, to protect the integrity of the Exchange we reserve the right (but are not required) to verify the accuracy of any information uploaded by you including the availability of any Goods offered for sale or accuracy of uploaded material. You agree that we can contact you and you will provide us with accurate information or clarification of matters related to material uploaded by you.
The Exchange has the ability to translate up to 7 languages into and from English. VINEX does not warrant the accuracy of any such translation.
LICENCES AND APPROVALS
Before any Seller or Buyer adds a Listing on the Exchange, they must ensure they have the necessary licences, agreements, consents and approvals to sell or purchase the Goods listed.
The Buyer purchasing labelled wines must conduct their own due diligence to satisfy themselves that by executing a trade through the Exchange and on-selling the wines, they will not infringe any license or distribution agreement, barcode, trademark, copyright or other intellectual or proprietary right or graphic device of any party.
Any person offering Goods for sale or making an offer to purchase Goods belonging to or being purchased by a partnership or share contract arrangement warrants that they are authorised by their partners to sell or purchase those Goods and will execute any form of authority a Buyer or Seller may reasonably require. Each participant listed is bound by, and jointly and severally liable in respect of, any such contracts that are entered into.
Before any Buyer executes a trade for bottled labelled wine, the Buyer must ensure the packaging complies with mandatory labelling requirements for the market in which the wine will be sold, or has made labelling re-work provisions for market compliant labelling to be applied. VINEX does not check or verify the labelling of listings for market label compliance.
FEES AND PAYMENT
On a sale and purchase agreement being executed VINEX invoices a service fee to the Seller. VINEX may invoice the Buyer a fee for sourcing or other fulfilment services, but only with prior agreement.
The VINEX fees and the manner of payment accepted may be changed by us without notice to you by publishing details on the Exchange. Payments may be made within one of the stipulated Exchange currencies.
Fees for our services exclude any duties, excise and local taxes that may apply unless otherwise stated.
VINEX will issue an invoice (and subsequent statement) to all debtors for any services provided by us. The payment terms of each invoice will be clearly stated on the invoice.
Subject to law, once you have paid our invoice, no money will be refunded except in our absolute discretion.
VINEX uses all reasonable efforts to process personal data and keep any payment information we have about you secure and in accordance with legislative requirements. We will ensure that our employees who have access to this information do not make unauthorised use, modification, reproduction or disclosure of it.
You acknowledge and agree that you are responsible for all consequences arising from the use or misuse of your username, password and/or trading code. In particular, you acknowledge and agree that instructions and actions transmitted via the Exchange will be deemed to have originated from you if your username, password and trading code has been utilised. In order to help prevent fraud on the Exchange you agree to use your best endeavours to keep this information secure and confidential and not disclose it to any third party. If you know or suspect that someone else knows your username, password and/or trading code you agree to notify us immediately by email at firstname.lastname@example.org.
You should make all necessary enquiries, and take all necessary protection against cyber fraud, including insuring your risk.
COPYRIGHT AND INTELLECTUAL PROPERTY
All software used by the Exchange, material on or comprising the Exchange (including photographs, graphics, text, data, content of classifieds, advertisements, videos and other visual or audio visual works) and the design, layout, look and appearance of the Exchange (Intellectual Property) is owned by or licensed to us and protected by copyright and all other intellectual property laws of United Kingdom and other countries.
Except to the extent necessary for your ordinary use of the Exchange on your internet browser, or as permitted under applicable laws, this Intellectual Property may not be used, adapted, reproduced, uploaded to a third party exchange, framed, linked to, published, transmitted or distributed in any way or in any form or medium without our prior written consent. This means you cannot download, copy or reproduce any material from the Exchange without our or the owner’s written permission unless you are acting in the ordinary and proper course of using the Exchange’s services.
The Exchange may contain multimedia works and still images licensed to us from third parties. These works are provided purely for your private, non-commercial use, and you may not (directly or indirectly) distribute, modify, translate, publish, rebroadcast, transmit or communicate these works or create derivative works from them.
ACCEPTABLE USE RESTRICTIONS OF THE EXCHANGE
You must not abuse your privilege of making use of the Exchange or its facilities, systems, resources, accounts, servers, networks or affiliated or linked exchanges for a purpose other than which the Exchange service is provided or use the Exchange to engage in any activity that we (in our absolute discretion) think is inappropriate or attempt to breach the anonymity of members trading through the Exchange.
Without limiting this you agree not to (nor attempt to):
- include your name or other contact details in a Listing, offer or counter-offer;
- facilitate or participate in any illegal activity via the Exchange;
- upload or otherwise transmit any computer worms, viruses or other disruptive or destructive files or malicious or harmful code through or on the Exchange;
- obtain unauthorised access to the Exchange or parts of the Exchange that are restricted from general access;
- damage, modify, interfere with, disrupt or destroy any files, data, passwords, devices or resources that belong to us;
- do anything that compromises the security or stability of the Exchange;
- disrupt or interfere with any other user's enjoyment of the Exchange or affiliated or linked exchanges;
- use or attempt to use another's account, service or system without authorisation from that user or us;
- mirror the Exchange, data or content from the Exchange, or results pages on any other exchange or medium;
- data mine or send automated queries of any kind to the Exchange without the our prior written permission;
- harvest or otherwise collect information about other users (including email addresses and phone numbers) without their consent except in the ordinary course of using the Exchange’s services;
- create or use a false identity on the Exchange; and/or
- transmit through or on the Exchange spam, chain letters, junk mail or any other type of flooding techniques or mass distribution of unsolicited email to people or entities who have not agreed to be part of such mailings.
You agree to comply with any editorial policies of VINEX created from time to time.
VINEX requires that:
- uploaded content be in English, even when a native language is also used;
- trademarks are used correctly and strictly in accordance with its registration;
- text and links are kept up-to-date and accurate; and
- descriptions accurately reflect the listed Goods including the quantity available and grade/quality.
You must not upload or submit content that:
- is illegal in nature (including encouraging conduct that might constitute a criminal offence);
- violates any intellectual property rights (including, without limitation, patents, trade marks, trade names, copyright and design rights and whether registrable, registered or unregistered) or other rights of any person in any jurisdiction in the world;
- is defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable;
- is misleading or deceptive or likely to mislead or deceive other users;
- contains universal call-to-action phrases such as “click here", “link here”, “visit this business", or other similar phrases that could apply to any ad, listing or business, regardless of content, the type of business or its location;
- refers to unapproved, banned, illicit or otherwise illegal additives, drugs or pharmaceuticals;
- contains information that features or advertises or otherwise lists off-shore or online casinos or gambling services;
- is unclear or contains unacceptable levels of spelling, punctuation or grammatical errors or over use of exclamation marks or capital letters;
- opens a pop-up when entering or leaving a linked Exchange's landing page; and/or
- contains links to sites featuring any of the above.
VINEX may remove, revise or decline to publish any material uploaded to the Exchange or otherwise supplied by you to us at our absolute discretion and without consulting or notifying you.
VINEX may also decline or remove content in our absolute discretion.
WITHDRAWAL OF ACCESS AND CANCELLATION OF REGISTRATION
Any suspension or cancellation of your registration shall not affect any of our rights or remedies against you or any of your obligations or liabilities to us that have accrued up to that date (including the right to claim damages in respect of any breach of these Terms which existed at or before the date of suspension or cancellation).
You agree not to hold us responsible for things you, we or other users of the Exchange do.
Except as expressly stated in these terms, we and our contractors, employees and agents exclude all:
- warranties whether express, implied, statutory or otherwise, relating in any way to the Exchange including information accessed at the Exchange, other than those warranties implied by law; and
- liability to you or anyone else in respect of any loss or damage (including special, indirect or consequential loss or damage such as loss of revenue, unavailability of systems or loss or corruption of data) arising from, or in connection with, any use of the Exchange (including the information on, or accessed through the Exchange), or any place where your or other users' data is displayed, for any reason whatsoever and regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise.
Certain rights and remedies may be implied by law and may not be permitted to be excluded, restricted or modified. To the extent permitted by law, our and our partners, contractors’, employees’ or agents’ liability for any breach of an implied warranty or condition that cannot be excluded is limited to the re-supply of listing space, information, links or associated Exchange services or a refund of fees paid by you.
You indemnify us hold us harmless and agree to keep us and our officers, employees, agents and subsidiaries indemnified and held harmless against any losses, liabilities, claims or damage, direct, indirect or consequential (including legal fees and other costs incurred) by any third party arising out of or in any way connected to:
- your use of the Exchange;
- your breach of these Terms including any act, neglect or default by you or your employees, licensees or clients; and
- the content of your uploaded material and/or the negotiation, enforcement of deals or transfer of wine or money between you and another user.
VINEX may collect personal and financial information about you when you use the Exchange or otherwise communicate with us.
VINEX does not agree to withhold any information about you that is already in the public domain or that you upload onto the Exchange.
COMPLAINTS AND RESOLVING DISPUTES
If a dispute arises between us in relation to these Terms or any other matter related to the Exchange (or with our regional representatives or agents), before commencing legal proceedings (other than in urgent circumstances where an injunction is sought) the aggrieved party must notify the other in writing (which may be by email) and we must both attempt to resolve the dispute promptly and in good faith.
RESOLUTION PROCESS AND MEDIATION SERVICES
If a dispute arises between you and another member of the Exchange, that is a matter for you privately to resolve between you. As it is the role of VINEX to facilitate introductions between Sellers and Buyers via the Exchange we shall not be party to any disputes between Buyers and Sellers.
We may in our discretion act as an intermediary or provide mediation services to parties who are in dispute where, and to the extent, we believe is reasonable in the circumstances.
These services may include:
- appraisals of a final and/or delivered sample to help resolve the dispute via contracted independent experienced and qualified wine tasters and certified analytical laboratories.;
- hosting mediative sessions or meetings;
- facilitating settlement negotiations.
Neither VINEX nor any of its officers or employees shall act for any of the parties in connection with resolving a dispute
Where we provide an appraisal of a sample this shall constitute a non-binding recommendation and shall not represent legal advice to the parties nor will it represent an opinion as to what a court or tribunal might order.
Where VINEX acts as an intermediary or facilitates any mediation services it is subject to these terms and in particular the following:
- either may withdraw from the mediation process at any time whereupon the mediation will terminate;
- each party shall in the absence of agreement to the contrary bear their own costs and expenses of attending or participating in the mediation process;
- the parties shall ensure and warrant that they and/or any representatives nominated by them shall have sufficient authority to settle or compromise the dispute;
- the parties may commence or continue litigation notwithstanding the mediation;
- mediation (including all negotiation and correspondence) shall be without prejudice and legally privileged; and
- we will keep strictly confidential and not disclose outside the mediation to any other person or use for their own purposes the fact that mediation is to take place or has taken place or the outcome of the mediation (except in circumstances where VINEX is required by law to make such disclosure or for the purposes of itself obtaining legal, professional or medical advice or insurance).
VINEX reserves the right to charge the parties reasonable additional fees for acting as an intermediary or proving meditative services and you acknowledge that additional fees may be payable. In the absence of any agreement the parties will be jointly and severally liable for any such charge and for all associated.
These Terms (together with any documents referred to herein or policies we publish from time to time) constitute the entire agreement between you and us relating to the subject matter of these terms and supersede all prior understandings or agreements, written or oral, on that subject matter.
You may not assign your rights or obligations under these Terms to third parties.
If any part of these terms is becomes invalid, illegal or unenforceable it shall not affect the validity and enforceability of the rest of these Terms.
A waiver of any of these Terms will only be effective if it is in writing and signed by us. No failure or delay by VINEX in exercising any of its rights under these terms should be deemed to be a waiver thereof and no waiver of a breach of a provision of these terms shall be deemed to be a waiver of any subsequent breach.
Nothing in these Terms is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns.
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between VINEX and any users of the Exchange.
The subject heading at the beginning of each paragraph of these Terms is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.
No matter where you are located, these Terms are governed by the laws of England and Wales, and we each submit to the non-exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms.
HOW TO CONTACT US
If you have any questions about these terms or would like to seek clarification, please contact:
The Managing Director
(Company Number 9908869)
Level 1, One Mayfair Place
London W1J 8AJ United Kingdom
Vin-Exchange Ltd Registered in England and Wales ©2016 All rights reserved.