Terms and Conditions
Effective starting: June 7, 2021
EOTRACE, MARKETPLACE TERMS, AND CONDITIONS.
1. EOTRACE, defined as; (EOtrace Ltd. BG: 206 503 747) this (EOTRACE, We, Us, Marketplace, Organization, EOTRACE Marketplace, Agent) is bound to this Terms, and Conditions within our Broker agency agreement.
The Marketplace is intended for Company and State Department exclusively.
1.1. A binding Terms, and Conditions in relation within our Broker agency agreement within Principals as defined, Vendor, Buyer, Importer or Company, State Department, End-User, Seller, Customer, Principals, You, Your, Third-Party,
Third-Party logistic, Third-Party Escrow relates to this Terms (Principals, Vendor, Buyer, Exporter, Company, State Department, End-User, Seller, Customer, You, Your, Third-Party, Third-Party Logistic, Third-Party Escrow) and EOTRACE.
1.2. These Terms bind Us as Agent, and can be used with a lowercase.
1.3. The liability of the Principals or Third-Party, Third-Party Logistic, Third-Party Escrow is involved.
1.4. We as a Marketplace, act as Agent, or broker offline between the Buyer and the Vendor defined as the End-user for Us.
1.5. Once integrated into the Marketplace, or under these Terms, and Conditions for offline Trade, the Principals
are not allowed to keep any Buyer or Vendor type Data other than provided by them.
1.6. We reserve the right to Claim and pursue your Company for any violation, or Data Breach.
1.7. Under these Terms, and Conditions, you appoint and authorize EOTRACE, to act as Agent
meaning your commercial agent, to distribute Content, promote, Sell, the Exporter product and provide to Importer
offer Product virtue of (RFQ).
All Company as Principals, are subject to the Terms, and Conditions, in relation within the Broker agency agreement,
and EOTRACE accepts such appointments.
1.8. Before clicking to agree and sign, please carefully read the Terms, and Conditions are below.
1.9. Principals indicate your assent to the Terms of this Terms, and Conditions by;(i) checking the box (or similar action as acceptance and electronic signature) to accept the Terms, and Conditions
that is presented to You at the time you sign up to list your Product, as a Vendor to our Services on the EOTRACE
(ii) or by submitting any Product as a Vendor of the EOTRACE marketplace or offline (e-mail).
1.10. We supply to the Principals, Product such a Raw material, Hazardous substance, and Credit offset.
1.11. EOTRACE may solely modify these Terms, and Conditions, and submit them to your Company.
The Vendor remains solely responsible for its Product, its quality, sufficiency, security, and support,
under EOTRACE and Buyer approval.
INTRODUCTION TO THE EOTRACE MARKETPLACE.
2. The EOTRACE marketplace is an online hub, we connect the Vendor who provides the Product, with the Buyer,
provided by EOTRACE, the Product is Sale using the EOTRACE website or offline in email.
2.1. As a Services, We are required to charge You a Revenue Share or Commission for your Product, which is Trade
by the Marketplace, and designate Buyer that Trade your Product, as a Principals through EOTRACE.
2.2. Being part of our marketplace require a License or Subscription to Vendor is defined as Étunia Plan, Cérès Plan, Gaïa Plan (Étunia Plan, Cérès Plan, Gaïa Plan) pricing of this License are provided on the Documentation that we send
email or Account marketplace Company.
2.3. Our marketplace EOTRACE, Brand Guidelines for Marketplace Partner is part of the EOTRACE, guideline.
3. Terms that are defined in the Terms, and Conditions.
3.1. Agent means, Agent
As is defined; EOtrace Ltd. BG206503747, employed to represent the Principals in negotiations and other dealings
with Third-party in accordance with these Terms, and conditions who are related to the Broker agency agreement.
3.2. Account means, AccountAs is defined; private access to our system, online service, Account required a password to enter in the Marketplace.
3.3. Action, Claim, Claims means, Action, Claim, ClaimsAs is defined; any legal or administrative Claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceedings.
3.4. Analysis means, AnalysisAs is defined; refers to the examination of the Product uses recognized analysis methods to determine its specifications, particularly with regard to the content of metal, pesticides and other Chemical Compound.
3.5. Broker agency agreement means, Broker Agency agreement
As is defined; the agreement entered into between the Agent as EOTRACE and the issuer means the Buyer, Importer,
and the Vendor, Exporter. EOTRACE go into the primary market on behalf of Exporter, End-User to obtain the best possible price for the sale or purchase of Hazardous substance or Raw material.
3.6. Customer Acceptance Policy, CAP means, Customer Acceptance Policy, CAPAs is defined; the Customer Acceptance Policy, CAP of the Bank is a document in determining the basis on which
the Bank enters into relationships with its customers. The Bank will accept only those customers whose identity is established by conducting due diligence appropriate to the risk profile of the customer.
3.7. Customer Identification Procedure, CIP mean Customer Identification Procedure, CIP
Customer identification means identifying the customer and verifying his / her identity by using reliable, independent source documents, data, or information.
3.8. Chemical Compound, Chemical Product means, Chemical Compound, Chemical ProductAs is defined; a substance with a distinct molecular composition that is produced by or used in a chemical process
i.e Chemical Product.
3.9. Company means, CompanyAs is defined; a business enterprise.
3.10. Commission, or Margin means, Commission, or Margin
As is defined; a fee paid based on a percentage of the sale made by an employee or agent, as distinguished from regular payments of wages or salary. Commission rate Product is indicated in the Documentation provided by EOTRACE.
This Commission can be solely adjusted in accordance with your Company or sales department, You are informed
by your email Company.
3.11. Currency Conversion means, Currency ConversionAs is defined, Principals designate your Product under the List Price in United States Dollars (USD) and EOTRACE releases payments to you in USD. In certain countries, EOTRACE may, in its discretion, Sell to Buyer in currencies other than USD,
in this case, your USD payment may fluctuate, and EOTRACE makes the applicable currency conversions for Your payment of the Product.
3.12. Credit-carbon, Offset credit means, Credit-carbon, Offset creditAs is defined, Offset credit means a tradable compliance instrument issued or approved by ARB that represents a GHG reduction, or GHG removal enhancement of one metric ton of CO2e. The GHG reduction of GHG removal enhancement
must be real, additional, quantifiable, permanent, verifiable, and enforceable.
3.13. Corporate social responsibility, CSR means, Corporate social responsibility, CSR
As is defined; is a self-regulating business model that helps a company be socially accountable to itself, its stakeholders, and the public. By practicing corporate social responsibility, also called corporate citizenship, companies can be conscious of the kind of impact they are having on all aspects of society, including economic, social, and environmental.
3.14. Customer identification Program, CIP means, Customer identification Program, CIPAs is defined, verifying information provided by a customer in using independent and legal identification documents.
3.16. Confidential Information means, Confidential InformationAs is defined; means all material, non-public, business-related information, written or oral, whether or not it is marked
as such, that is disclosed or made available to the receiving principal, directly or indirectly, through any means
of communication or observation.
(i) all information disclosed by EOTRACE that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is Confidential Information.
Confidential Information includes non-public aspects of the EOTRACE marketplace;
(ii) non-public End-User Data provided to You by EOTRACE; and non-public technology, technical information,
and Product of Principals to which you obtain access as a result of the relationship between You and EOTRACE
under this Broker agency agreement.
3.17. Data means, DataAs defined; characteristics or information, numeric, or chemical that are collected through observation.
3.18. Data Breach means, Data BreachAs is defined; the loss, theft, or other unauthorized access, other than those incidental to the scope of employment,
to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise
of the confidentiality or integrity of the Data.
3.19. Data collection, Reporting, Report means, Data collection, Reporting, Report
As defined; the process of gathering and measuring information on target variables in an established system,
which then enables one to answer relevant questions and evaluate outcomes. Reporting as the act of giving an official notification, Report about its accounts or activities of the Company.
3.20. Documentation, Document means, Documentation, DocumentAs is defined as; Documentation is any communicable material, including all types of Data.
Apply to export and import requests of Product, or Document made by authorities.
(i) All Documentation applicable for Trade is provided to You as Buyer, End-User by Vendor via paper, online,
or on the digital channel through Us such as information provided to describe, Product of Vendor or / and Third-Party,
(iii) Analysis of the Chemical Compounds for the Product, legal trade documentation.
3.21. EOTRACE, We, Us, Marketplace, Organization, EOTRACE Marketplace means, EOTRACE, We, Us, Marketplace, Organization, EOTRACE Marketplace
As is defined https://eotrace.com, is EOtrace Ltd. any other webpage, application, interface, service, or in-product experience at which EOTRACE makes available.
3.22. EOTRACE Mark, EOTRACE Trademark means, the EOTRACE Mark, EOTRACE Trademark
As is defined; trade name, service mark, and logo owned or otherwise used by EOTRACE. Nothing contained herein
shall grant you any ownership right in the EOTRACE Mark or any other EOTRACE intellectual property.
3.23. EOTRACE Product Terms means, EOTRACE Product Terms
Product is promoted and Sale using the EOTRACE Marketplace (as described in the documentation),
EOTRACE governs Your use of the EOTRACE, for Product through our Guidelines available on the website or by mail,
while these Terms, and Conditions in relation with the Broker agency agreement contain Terms specific to the Marketplace and any Product for Principals choose to submit or buy to the Marketplace.
(i) Nothing in this Terms, and Conditions and the Broker agency agreement changes the EOTRACE Product Terms
(including any reference privacy-policies of Principals) or limits any of EOTRACE rights to the Product, or Principals
must continue to comply with the Product, Vendor Services Terms, and our Guideline.
However, in the event of a direct conflict between these Terms, and Conditions, and the privacy-policies
of Principals, these Terms, and Conditions govern with respect to activities defined such as our Services on the Marketplace
3.24. End-User Data means, End-User Data
As is defined; any Data, content, or information of an End-user that is accessed, collected, or otherwise processed
by the Marketplace. EOTRACE does not allow any form of duplicate Content, as is defined by Scraping or another
type of extraction information of End-User Data for Similar Services.
or otherwise process, of End-User data that are regulated by our Guideline rendered at www.eotrace.com
3.26. End-User, Terms means, End-User, Terms
As is defined; our legally adequate Guideline governing End-User use rights of the marketplace for your Product
and use of our Services as Principals.
3.27. Export-Control means, Export-Control
As is defined; any restriction a country places on its export.
3.28. Economic Sanctions means, Economic Sanctions
As is defined; one or more trade barriers that a country places upon another country as a punitive action.
A country may institute a trade sanction because it disagrees with its trade policies; a trade sanction should not be confused with an economic sanction.
3.29. Environment Social Governance, ESG means, Environment Social Governance, ESG
As is defined; Environmental, social, and governance criteria are dimensions encompassing the activities of a Company
that may have impacts on society or the environment.
3.30. Exchange, Sell, Sale, Trade, Purchase, means, Exchange, Sell, Sale, Purchase
As is defined; as EOTRACE marketplace to Exchange, Purchase, different types of Product of Exporter.
All Product is defined under the name on the Vendor marketplace Account that is related to SKU number,
specific commercial reference such as a Harmonized System code.
3.31. Fraud, Deceit, Adulteration means, Fraud, Deceit, Adulteration
As is defined; the practices involving Chemical Compound, food, maybe reduced to the following types of offenses:
Deceit, Adulteration, sale of adulterated food, and the Sale of spoiled food or otherwise unfit for human consumption.
Their common characteristic is that they imply in principle bad faith on the part of the person committing the offense; Adulteration of food, Product, or Hazardous substance consists in its alteration with intent to deceive, e.g., the addition
of unauthorized substances, the unlawful removal of nutritive principles, or the substitution of ingredients.
This definition applies to You as a Company that provided Product in the situation of Chemical compound modification such as Adulteration as defined by FAO.
3.32. Applicable for the Principals, for Credit offset or others off-set as lack or falsification, purpose Deceit of Data information for Product. All requirements need to comply with the countries Ratification, Regulation of the Industry,
for Security purposes.
3.33. GHG, GhG means, GHG, GhG
As is defined; a greenhouse gas GHG or GhG is a gas that absorbs and emits radiant energy within the thermal infrared range, causing the greenhouse effect.
3.34. Global warming potential, GWP means, Global warming potential, GWP
As is defined; the Global warming potential, GWP is a conversion factor that allows the influence of different greenhouse gases on the climate system to be compared.
3.35. Guideline means, Guideline
As is defined; introduce on the EOTRACE Marketplace determines the constraints applicable to EOTRACE.
3.36. Industry means, Industry
As is defined; the sector of an economy is made up of manufacturing enterprises.
3.37. Intermediary means, Intermediary
As is defined; Intermediary, EOTRACE who acts as a mediator or Agent between the Principals, to Sell,
the Product of the Vendor, through our Marketplace. This activity is defined as such, a Services.
3.38. Initial Availability Date means, Initial Availability Date
As is defined; Initial Availability Date is the first date on which the Product is delivered and installed at a customer
field or lab location for an exchange Trade within a legal Documentation.
3.39. International Health Regulations means, International Health Regulations
As is defined; a legally binding instrument of international laws that aims for international collaboration "to prevent, protect against, control, and provide public health responses to the international spread of disease in ways that are commensurate with and restricted to public health risks and that avoid unnecessary interference with international traffic and Trade.
3.40. KYC means, KYC
As is defined identity verification and recordkeeping procedures under AML Regulation and applicable securities law.
3.41. Lead means, Lead
As is defined; Lead means any person on behalf of Your entity that is registered and logged in to EOTRACE, www.eotrace.com, of a portal similar address i.e web application.
Registration must be made for a demo or real account. On any person’s behalf, Your entity is considered as Lead
(i) the details provided by the End-User shall include at least the following; the full legal name of the person
and Company entity, identification of commercial registration, a valid phone number and email address,
and additional demographic / contact information.
(ii) entity originates from the country allowable under such person or entity and We verify Your specific Account
pursuant to EOTRACE procedures;
(iii) any person or entity entering into Marketplace after such person or entity already enters into EOTRACE websites through the Marketplace, or email Organization is not considered as a Lead. Duplicate Lead are disregarded.
3.42. License means, License
As is defined; a contract allowing your Company to use as a proprietary of the Product as a Vendor on the Marketplace.
3.43. License management system, LMS means, License management system, LMS
As is defined; system of management license for EOTRACE.
This system is used by End-User and referred to as a Subscription plan pays for Vendor or Buyer as an Account.
(i) this License management system is giving official permission to implement; control and manage Data, End-User Data
of Your dedicated Own End-User under a specific Subscription for EO-CRM and API via the Marketplace.
EOTRACE uses this License management system for its End-User need of Data (not yet available).
3.44. Logistic means Logistic
The Company subcontracts a range of logistics-related activities. In addition to basic operational logistics services such
as transport and storage 1PL and 2PL, 3PL also offers value-added activities, not only for the flow of goods such as order picking, labeling, or assembly but also increasingly for the flow of information such as customs or inventory management.
3.44. NBFC means NBFC
As is defined; basically, engaged in the business of loans and advances, acquisition of shares / stocks / bonds /
debentures / securities issued by the government or local authority or other securities of marketable nature, leasing,
hire-purchase, insurance business, chit business.
3.45. New Version means New Version
As is defined; any new harvest, batch, and amendments to your Product.
3.46. Own End-User means, Own End-User
As is defined; End-User is integrated to EOTRACE as Your, specific Own End-User. This End-User uses our License Management System, LMS provided by EOTRACE.
3.47. Product, Hazardous substance, Service offer, Material, Raw material, Equipment, Credit offset, means, Product, Hazardous substance, Service offer, Material, Raw material, Equipment, Credit offset.
As is defined;
(i) Hazardous substance, or other product common name as a Chemical Product.
(ii) Raw material such as a medicinal plant, fats, and oils, floriculture, plant production, fertilizers, food additive, nutrients, oleaginous, fruits/edible nuts, plant protection, plant variety, planting material/seeds, feed additives, vegetables/legumes (i.e derivative of oils plant, such absolute, concrete, hydrolat, plants) or plastic, renewable energy.
(iii) Services offer such laboratories, manufacturer companies, all types of activity that offer services for industry.
(iv) Equipment such material for industry.
(v) Credit Offset meaning all types of financial assets for Exchange of carbon footprint.
(vi) Each Product ensures perfect Traceability and security in accord with Ratification, Regulation, and laws issues
for this specific Product, before submission to EOTRACE.
(vii) In case of Fraud, the liability of the Vendor, is involved, and EOTRACE reserves the right to conduct all Claims
and pursuits. This definition is applicable to Product in regards to country Ratification, Regulation for import or export,
and subject to CISG.
3.48. Product List means, Product List
As is defined; Product register on your Vendor profile Account.
(i) Generally, subject to the remainder and the other terms of this Terms, and Conditions Broker agency agreement.
You set the commercial pricing tiers for Your initial Product.
We include manually or automatically our Commission rate, to your specific Product within your Account.
(ii) Separately, EOTRACE offers discounts on Your specific Product within a reduction of our commission rate, for Sale through EOTRACE as described on the special offer page website.
3.49. Vendor means, Vendor
As is defined; all Company, or Sate Department for Product offer Sale by EOTRACE,
this Vendor provides solutions and Product into diverse Industry. This definition applies to Vendor, subject to these
Terms, and Conditions, in relation to the Broker agency agreement. In accordance with the countries Regulation, Ratification, law, of Product.
3.50. Ratification, Ratifications means, Ratification, Ratifications
As is defined; the act whereby a State indicates its consent to be bound by a treaty. Acts of acceptance or approval
of a treaty have the same legal effect as acts of ratification and consequently express the consent of a State to be bound by a treaty.
3.51. Revenue Share means Revenue Share
As is defined; the revenue bases of the Sale of your Product, as displayed and retained on the invoice to EOTRACE
at the applicable Revenue Share.
3.52. Regulation, Regulations means Regulations, Regulations
As is defined; state-mandated regulation is government intervention in the private market in an attempt to implement policy and produce outcomes that might not otherwise occur, ranging from consumer protection to faster growth or technological advancement.
(i) in government, typically Regulations means stipulations of the delegated legislation which is drafted by subject-matter experts to enforce primary legislation.
3.53. Request For A Quotation, RFQ means Request For A Quotation, RFQ
As is defined; the quoting of current prices and bids for securities and goods requested by the End-User of EOTRACE.
3.54. Refunds means, Refunds
As is defined; repayment of funds to Your company from EOTRACE.
3.55. Risk Assessment means Risk Assessment
As is defined; is the overall process of analysis and evaluation of risk with regard to its impact and the likelihood of its being realized, and the selection of an appropriate risk response. Risk management is the process of identifying, selecting,
and implementing measures that can be applied to reduce the level of risk.
3.56. Sampling, Sample means Sampling, Sample
As is defined; Sampling refers to the drawing of a representative sample. From a specific quantity delivery to determine
the properties agreed upon.
3.57. Special Offer means, Special Offer
As is defined; the current Product offer by Vendor in the Marketplace discounts lists on EOTRACE.
3.58. Services means Services
As is defined; any duty or labor performed by EOTRACE for another Company or State Department.
The delivery of a legal Documentation of Trade that notifies the recipient of the commencement of a legal Purchase action or proceeding in which You are involved. These Services implicate a Revenue Share or a Commission.
3.59. State means State
As is defined; a body of people that are politically organized, especially one that occupies a clearly defines the territory
and is sovereign or one of the constituent parts of a nation, as in any of the 50 states.
3.60. Similar Service means Similar Service
As is defined; subject to this Broker agency agreement, Exporter agree that any of your Product does not execs, at any time, the lowest List price or suggests retail price for each applicable pricing tier for the EOTRACE Marketplace (including any similar edition, version, or release) available on any Similar Service or the lowest actual price at which you make such
a Product available for Sale through any Similar Service. You update or submit the price of the Product List for each Product as a Vendor.
3.61. Security Incident means Security Incident
As is defined; any actual or suspects;
(i) health and environmental security vulnerability, Fraud, or compromise of your Product;
(ii) issue involving your use of Product, as Vendor, Third-Party, Third-Party Logistic that materially degrades environment as Transboundary effects, health people, systems or networks.
(iii) unauthorized access, acquisition, use, disclosure, modification, loss, or destruction of End-User Data in the possession
or control of You or your agents or contractors (whether intentional or accidental).
3.62. Trade means, TradeAs is defined; is made a virtue of email to; Company, or Sate Department, with Buyer, and the EOTRACE specific
Account or email of the Organization, this Services is due in Terms of Revenue Share and / or Commission.
3.63. Traceability means Traceability
As is defined; ability to trace the Chemical Compound, Product, location, and / or history of an activity or good
by means of records Data. This definition is applicable to the Product of the Vendor.
3.64. Terms means Terms
As is defined; a word or group of words having a particular meaning that EOTRACE makes available
on this Broker agency agreement, and web properties describing the Marketplace use which set forth certain requirements in the EOTRACE Mark.etplace.
3.65. Term means Term
The period of time, three years, in which this Terms, and Conditions, in relation with this Broker agency agreement
is in force.
3.66. Third-Party means Third-Party, Third-party Logistic or Third-Party Escrow
As is defined; one other Company than the Principals or EOTRACE involved for the Product between the Principals
of the Marketplace, for Data, delivery carrier, in a transaction sale Exchange, payment retention, fund disbursement.
3.67. Transboundary Effects means, Transboundary Effects
As is defined; environmental effects in adjacent State territories are caused by various sources, i.e underwater noise, marine discharges, atmospheric emissions, accidental events. Regulated in the air on the IATA Dangerous Goods Regulations (DGR),
by route in the ADR, and in the sea on the SOLAS.
3.68. Transport, means, Transport
As is defined; infrastructure and company of carrier delivery consist of the Product transport through vehicles fixed installations, including roads, railways, airways, waterways, canals, and pipelines and terminals such as airports,
railway stations, bus, stations, warehouses, trucking terminals, refueling depots (including fueling docks and fuel stations)
3.69. Warranty expense means Warranty expense
As is defined; is an expense related to the replacement, compensation, or repair to a Buyer for any Fraud of Product
or defects of this the relates Material. In other words, a Vendor or manufacturer is committed to repairing or replacing
a sold Product during a certain time period if it does not correspond with the Buyer specific requirements or does not according to the Terms of the Warranty Expense.
4. During the Term, We use the Marketplace to access Exporter specific Account and, upload Product, of Vendor as, information, Content for Sale of the good Trade regarding the general Product, Vendor Services Terms for Vendor under the EOTRACE mark, marketing tools of Third-Party and services, and other resources solely to exercise its rights and fulfill its obligations under this Terms, and Conditions.
4.1. To access the marketplace, EOTRACE activates or validates its status as a Marketplace such as a Vendor,
Buyer all as defines such End-User to EOTRACE.
EOTRACE MARKETPLACE OPERATIONS.
5. WE maintain sole discretion to determine all features and operations of the Marketplace.
You acknowledge that EOTRACE is an obligation to promote, distribute, list, and offer to Sell any Product of Principals
with respect to Product, Vendor Services Terms.
5.1. The Marketplace is responsible for and sole discretion related to processing payments, Revenue Share, or Commission, addressing requests for refunds, and providing customer service relates to its obligations, and, for clarity, all Sell through the EOTRACE Marketplace processes by EOTRACE payment systems or Third-Party Escrow, and be subject to the Revenue Share, and / or Commission in regards with the Terms above.
5.2. EOTRACE is solely the ownership and control of all Sell of Product within the Marketplace and other Data that EOTRACE obtains from End-User in connection with the Marketplace but makes available certain specific End-User Data to You.
6. Providing feedback, comments, or suggestions about the Product to EOTRACE is wholly voluntary. EOTRACE may freely use feedback for any purpose.
6.1. Review of Marketplace by You. EOTRACE allows you to post reviews of Product, offers by other Vendor.
Any review by you of the Marketplace is made in good faith after reasonable evaluation of the full Product.
You (including your employees and others acting on your behalf) may not review or comment on your own Product,
or those of competitors. As an exception, you may provide informational responses to support requests or other inquiries directs to you within the reviews or comments section of your Product. All reviews must comply with EOTRACE, AUP,
and these Terms and Conditions.
6.2. EOTRACE (in its discretion) may take down reviews or block reviewers in event of a violation of the AUP.
EOTRACE CONTROL OF THE MARKETPLACE.
7. EOTRACE may determine in its sole discretion to make available or list any Product through the Marketplace,
or to remove any Product from the EOTRACE Marketplace. We may stop any transaction, or take other actions as needed to restrict access to or availability of any Content, related to a Product, that does not comply with these
Terms, and Conditions or that otherwise might adversely affect End-User. Inclusion of Your own Product in the EOTRACE Marketplace does not relieve You of responsibility to ensure the Product complies with this or to perform other obligations under these Terms, and Conditions.
EOTRACE, RESPONSIBILITIES RELATE TO END-USER.
8. The general obligation of EOTRACE is an obligation of means and results. EOTRACE provides to You reports and is under an obligation of quotations, or Sale results regarding Your activity; we support your Product with our Services.
For all previous Trade between the Principals of EOTRACE, You are under these Terms, and Conditions.
8.1. The expectation of Vendor;
24 Request for a quotation (RFQ) during the Term and obligation of means for Sale of your Product.
We provide you a report of the marketing EOTRACE team in the function of your Subscription plan.
8.2. EOTRACE undertakes to use its best endeavors to ensure continuity of access to and use of the Marketplace
7 days a week, 24 hours a day. However, EOTRACE draws End-User attention to the fact that current Internet communication protocols do not allow for the transmission of electronic exchanges (messages, documents, identity of the sender or recipient) to be guaranteed in a certain and continuous manner.
8.3. Previous Trade between the Principals;
All Trade confirmation needs to be proved with proof of payment of bank and Documentation related to export-import
and We reserve the right to contact the legal authority. We act as an Agent to this exchange and further.
8.3.1. EOTRACE reserves the right to investigate on this own if any Trade is related between You and the Principals the last past year, in any situation for this case your Company needs to inform Us in order to negotiate the Revenue Share
or the Commission of the current Trade.
8.4. Once registering and connecting with our Buyer, You are not allowed to contact the End-User of EOTRACE on Your behalf Company email, or phone for any Trade promotion or commercial offer. You reach the EOTRACE marketplace website to process the Trade. If EOTRACE is informed by this own investigation about a Trade on the EOTRACE behalf,
in this situation, EOTRACE reserves rights to Claim, pursuits your Company, and immediately without any indemnity.
8.5. The previous company within which You already buy or Sell, the product last year is not considered as part
of Your portfolio meaning, if We provide you a Lead, Request for a quotation, We keep the rights related to
these Terms, and Conditions.
8.6. Transport fee is subject to each Vendor directive in accord with their sale privacy-policy terms.
8.7. You agree to provide EOTRACE with information on a valid bank account of your Company name, and EOTRACE makes payments to that account via Electronic Funds Transfer (“EFT”) or other methods of payments.
8.8. Third-Party Escrow allowed by EOTRACE is entitled to accrue and withhold payments, with interest, until the total amount due to you (net of any tax withholding, as further described below) is at least US $350.00 (or equivalent).
8.9. You agree that any fees charged by Your bank in connection with wire transfers pursuant are solely Your responsibility.
LICENSE MANAGEMENT SYSTEM FOR REQUESTS FOR A QUOTATION AND SALE.
9. The payment of LMS, or Subscription for your Company to your Own End-User is due to EOTRACE before the process
of any creation of Vendor or registration on the marketplace Account.
9.1 This allows the Vendor to receive Requests For A Quotation that are provided by EOTRACE, tween-four(24) RFQ by year, divided by quarter for the number of six (6).
9.2. You use commercially reasonable efforts to provide telephone, web-based and / or email support to the EOTRACE
and / or your Own End-User for your Product during normal business hours.
9.3. You provide to EOTRACE a current email address, phone, and commercial contact to which We may direct inquiries from Us, and End-User regarding your Product. EOTRACE is responsible for providing all support for your Product, We act as an Intermediary to provide you RFQ and Sell in direct communication with Your company, in the function of the Content that you provide to EOTRACE, and for providing to the End-User of your Product all information necessary for Trade.
9.4. At a minimum, you agree to respond within 24 hours to any support request that EOTRACE identifies as critical, such as a Security Incident or Data Breach, and in all other cases within five business days of a request from an End-User or US.
RESERVATIONS OF RIGHTS.
10. As between You and Us, You retain all rights, title, and interest in and to Content that you deliver to Us, excluding
the EOTRACE platform or other EOTRACE technology or materials used or included in the Content.
10.1 Subject to your foregoing rights in the Content, EOTRACE retains all rights, title, and interests in and to the Marketplace,
all Product of Principals and all technology, content, information, services, trademark, and other intellectual property use
in connection with the foregoing these Terms, and Conditions.
11. The Subscription of your Company grants Us to;
Include rights to distribute, promote, Sell and make available New Version of Product to eligible End-User;
(ii) include the right, as described in Term and Termination;
(iii) are grants under all applicable intellectual property rights (including patent rights).
12. You are responsible for providing accurate Product information. If any Product information is inaccurate or needs to be updated or modified, You promptly provide EOTRACE with corrections, updates, or modifications.
12.1 We evaluate each Vendor with specific attention.
12.2 The Vendor provides to Us information and a basis price accurate at the time in the market.
TYPES OF PRODUCT OF VENDOR.
13. The EOTRACE Marketplace allows you to offer listings of Product. You designate your listing type Product
using Your specific Account on the subject to approval by Us, bases on the options below;
13.1. Hazardous substance, or Raw material common name as Chemical compounds such essential oils,
and derivate, all Product is defined such as Product in the above Terms.
13.2. Equipment, i.e laboratory material, facility material for chemical creation named in Terms of Equipment.
13.3. Service offer i.e laboratory analysis, export-import control.
TYPES OF PRODUCT OF EOTRACE.
14. EOTRACE offers Services of Request For A Quotation and sale of product online and offline. We provide other Services such as below;
14.1. EO | CRM means, EO | CRM
As is defined; the Principals relationship management EO | CRM is a technology for managing all your company’s relationships and interactions with customers and potential customers, including service users, colleagues, and suppliers throughout your lifecycle with them, including finding new customers, winning their business, and providing support and additional services throughout the relationship.
14.2. EO | CER means, Data collection for ESG, Environment social governance.
Your Company can subscribe to our Services to buy and / or retire Credit Offset more information contact Us
at [email protected].
14.3 EO | E-PCIP means our e-services, to facilitate the procurement & commercial improvement program (PCIP),
this improves the quality procurement and supplier relationship management, the import-export of our your Own End-User, and supply chain finance.
15. You ensure that all Content provided to the Marketplace complies with these Terms, and Conditions.
However, this agreement control in the event of any direct conflict with the Guideline or any additional policies included or references in the marketplace in Your activities under this agreement, You also agree to comply with the EOTRACE Acceptable Use Policy (as may be safely modificative by EOTRACE the AUP).
EXPORT-CONTROLS AND ECONOMIC SANCTIONS.
16. You acknowledge that You develop and offer Product, through EOTRACE a virtue of its Marketplace, and therefore you agree to strictly comply with all International Health Regulations Of Export-Controls and economic sanctions, law, and GISG treaty compiled into these Terms, and Conditions provided by EOTRACE.
16.1 As is defined in connection with these activities. You also acknowledge that EOTRACE and others may lawfully rely on Your determination of your Product export control status.
16.2. Thus, You hereby represent, warrant, and certify that;
Your Company, and Product, is authorized for global countries' export and re-export to each country to which you permit them to be distributed or made available through the EOTRACE Marketplace, in accordance with the Transport,
and Transboundary Effects usage requirements of the departure countries export and import administration regulations.
You further agree to comply with any and all ongoing Export-Controls and reporting obligations, if applicable, relating to any of your Product. You agree to indemnify EOTRACE of any Claim brought against EOTRACE for violation of any
Export-controls or economic sanctions Ratification, and Regulation relates to your Product.
16.3. You represent, warrant, and certify to EOTRACE that you comply with all applicable Export-Controls and economic sanctions, Ratification, and Regulation, law.
17. You deliver the Product to End-User, on or prior to the initial availability date you designate for the Marketplace
the Initial Availability Date.
17.1. The Vendor provides you Incoterm and a Third-Party proposal. EOTRACE provides such types of Services
in accordance with the Principals.
17.2. Delivery of the Marketplace, You provide the following information:
Initial Availability Date.
Documentation, and any Data relates to your Product delivery.
EOTRACE CONFIDENTIAL INFORMATION.
18. All information disclosed by EOTRACE that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is Confidential Information.
18.1. Confidential Information includes non-public aspects of the EOTRACE Marketplace; non-public aspects
of Third-Party list in the Marketplace to which you obtain access as a result of the relationship between You and EOTRACE under this Terms, and Conditions;
(i) non-public End-User Data provides to You by EOTRACE;
(ii) and non-public technology, technical information, Confidential Information, and Product of Principals to which you obtain access as a result of the relationship between You and EOTRACE under these Terms, and Conditions.
19. You must use industry-standard security measures appropriate for all End-User, and End-User Data and your processing activities, adequate to preserve End-User confidentiality, Security Incident and comply with laws. You also comply with any security Product, in the Security Requirements.
19.1. You agree to remediate all security vulnerabilities identified to you by EOTRACE within the timeframes described
in the security requirements.
20. Upon discovery or notice of any Security Incident, unless prohibited by laws, You promptly (within 24 hours) notify EOTRACE via the mail at [email protected] for any incident related to your Product, End-User, with Security Incident as is defined in EOTRACE, Safety, Health, And Environment Guideline.
20.1. Without limiting your other obligations, in the event of a Security Incident, you are solely responsible, at Your own expense, for investigation, remediation, and your own notifications to affect End-User and regulatory authorities
in accordance with Ratification and Regulation of Industry standards.
20.2. However, You must obtain EOTRACE approval for any breach notifications to End-User that refer directly or indirectly to EOTRACE. You must ensure that you update the contact name and contact information in your Account for Security Incidents. Without limiting any other reserved rights of termination or suspension, EOTRACE may de-list your Product
from the EOTRACE Marketplace or suspend use of or access of your Product to EOTRACE as a result of any Security Incident.
SECURITY AND PRIVACY REVIEW.
21. EOTRACE, or an authorized Third-Party selected by Us, may conduct a security or privacy review of any Product,
or its supporting infrastructure to ensure compliance with our obligations under or security and privacy-related sections
of the Guideline.
21.1. Security and privacy reviews may include, without limitation: information requests to You, reviews of your Documentation, interviews, security testing, technical testing and reviews Product, event logging, network testing,
and vulnerability threat assessments.
21.1.1. In addition, EOTRACE reserves the right to request that you provide the Documentation and sample Product,
of Vendor but solely for the purpose of EOTRACE, and End-User conducting security and / or privacy tests.
21.2. You agree to reasonably and promptly cooperate with such requests and reviews of your Product, or Vendor.
21.3. EOTRACE (itself or through a Third-Party) may conduct new or additional Product security verification, in which case EOTRACE provides you at least 15 days prior notice and you may choose to opt-out of such verification with notice to Us.
22. You deliver electronically to EOTRACE (and continue to make available during the Term) all presentations of Product
as Vendor, for which you are in the rights required under these Terms, and Conditions.
22.1 You deliver any New Version of your Product to the Marketplace, with any related product information, as soon as they are available.
22.2. You must deliver to EOTRACE all of the same versions and editions information of Product as Vendor
(including New Version) that You make available directly or indirectly through any Similar Service, by no later than the first date you permit the corresponding version or edition information to be a list for sale on any Similar Service.
22.3. You hereby grant EOTRACE, during the Term and thereafter in accordance with Term, And Termination, the grant of You right use a license, worldwide right, and promotion Product for Sale list on your Account as Vendor, (subject to payment
of any applicable Revenue Share or Commission), of your Product as a Vendor:
(i) to make available, as applicable, the Product through the EOTRACE Marketplace to End-User (either directly or, unless you opt-out, through the Marketplace website) by all means of electronic distribution Content to Sale before the Trade
of your Product available now or in the future i.e New Version, except does not apply to another website that you choose
to make available for presentation directly from Your website opt-out of from EOTRACE.
22.4. We use, store, copy, and distribute your Content, and / or Product, specific Data with Your agreement, for Sale
your Product, as Vendor;
(i) for testing and Fraud evaluation of Company, Product, as Vendor (including Fraud, scanning of viruses, or detection tools and services) conducts by EOTRACE or accredits Third-Party;
(ii) for purposes of exercising EOTRACE rights and fulfilling EOTRACE obligations hereunder;
(iii) for purposes of enforcing this Terms, and Conditions and the marketplace Guideline; to use your Product,
for EOTRACE own business purposes internally, within the scope for which the EOTRACE use is reasonably intended.
22.5. You may opt-out of the internal use license by giving EOTRACE notice thereof to [email protected]
23. In addition to EOTRACE other rights, EOTRACE may collect aggregated information regarding the EOTRACE Marketplace (including any personally identifiable information). We provide information to any accredited Third-Party about
the Marketplace in relation with or End-User purchasing of Your own Product, this agreement provides the Guideline
of our Services to End-User under the applicable Terms, and Conditions, or our other applicable customer agreements.
these Terms, and conditions.
24.1 You must ensure your Own End-User agrees to End-User, Terms, which must comply with all Ratification, Regulation, Export-controls, Transboundary Effects as in the Documentation above and clearly, describes how the product and limits of your Product or any other applicable usage limits may impact an End-User use of your Product.
25. Unless otherwise specified by EOTRACE, all End-User, Subscription including any related support
or maintenance periods survive termination or expiration of these Terms, and Conditions in accordance with the applicable End-User Terms.
END-USER DATA AND PRIVACY-RELATED OBLIGATION.
26. You agree that EOTRACE does not have any responsibility or liability related to compliance or non-compliance
is determined for a duration of one (1) years.
END-USER DATA AND PRIVACY-RELATED OBLIGATION.
27. End-User enables your Product to access EOTRACE based on the activities under these Terms, and Conditions,
EOTRACE provides you with access to End-User Data, i.e RFQ if related to your Product.
27.1 Collection and use of your Company;
(i) End-User Data through the Marketplace. You must obtain all necessary rights, permissions, and consents from your
Own End-User for your access, Collection, storage, transmission, treatment, use, disclosure, sharing, and other processing
27.2. If you retrieve End-User Data directly from EOTRACE (i.e End-User contact information) via EOTRACE provides APIs,
or other similar means, you must limit Your access and processing of such information to that authorized by the End-User
or necessary for the purposes of providing the functionality of your Product and Own End-User.
27.3. You do not sell any End-User Data, EOTRACE does not be liable for or does not support any responsibility
in connection with, End-User Data processes by You or your Product, and such activities with regard to End-User Data
are not in any way by or on behalf of EOTRACE.
28. You may use your Own End-User after migration through the marketplace CRM, API for your Trade,
or for law enforcement as consents to or requests by the End-User. But you may not send marketing messages
to End-User within any user experience integrated with the Marketplace without EOTRACE express written consent.
28.1 Exception for Your Own End-User marketing, communication are authorized.
Collect and process your Own End-User, Data, with whom you share End-User Data, in which country or countries
the Own End-User, Data is stored, and that You (not EOTRACE) are responsible for your processing of End-User Data,
along with other disclosures required by laws.
the End-User and EOTRACE of any material changes to it.
MIGRATION OF YOUR, END-USER INTO EOTRACE MARKETPLACE.
30. You may contact EOTRACE at [email protected] in the event you desire to migrate your existing End-User
into the EOTRACE Marketplace to manage stock, Content, End-User, Data, accounting, and License Management System
for Sell to your Own End-User. EOTRACE provides access to EOTRACE migration API means Migration API to your EO | CRM pursuant to which you will enter the license information and details necessary for You to utilize the EOTRACE Marketplace licensing mechanism for the applicable End-User. In connection with your use of the Migration API, you agree to only request license keys, credentials for your existing End-User that began their respective license or maintenance period more than thirteen (13) days prior to the date such license key is requested.
USE OF CERTAIN INFORMATION.
31. EOTRACE only uses your banking and payment information for payment purposes. EOTRACE does not disclose Your information of Sale and relates financial data to third parties except agents and contractors acting on EOTRACE behalf
of Report for Environmental social and governance, ESG purpose of Sale is included, except as required by laws.
31.1. The foregoing sentence notwithstanding, EOTRACE may use or disclose aggregate Sale and other financial data related
to the EOTRACE Marketplace, including your Sale and related financial data but does not identify You as a specific name Company.
REPRESENTATIONS AND WARRANTIES.
32. You represent, warrant, and covenant that;
(i) You are at least 16 years of age and / or are owner or employee of a Company to form a legally binding contract.
(ii) Your business into this Terms, and Conditions on EOTRACE behalf represents all necessary legal authority to bind Product to this Terms, and Conditions. You have the full right, power, and authority to enter into and fully perform these Terms, and Conditions;
(iii) Before providing EOTRACE any Content or listing Product in the Marketplace, You obtains the rights necessary
for the exercise of all rights granted under this Terms, and Conditions and to End-User in relation to the Content, Product and You are solely responsible and pay any licensors or co‐owners any Royalties or other monies due to them relate
to such Content:
32.1. None of the following violate any laws, contain any defamatory material, or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademark, patents, trade dress, trade secret, common laws rights, rights of publicity, or privacy, or moral rights);
(i) the exercise of any rights granted under this Terms, and Conditions;
(ii) the Content;
(iii) the sale or distribution of the Content as contemplated in this Terms, and Conditions;
(iv) or any notices, instructions, or advertising by You for or in connection with any Content.
32.2. You immediately notify EOTRACE if you lose any product license, authorization of services rights related
to your Product, or become aware of a Third-Party for Claim relate to these rights;
32.3. Your Company provides Us, Content of your Product which does not contain any falsification of the overview marketplace Product card or Fraud, Adulteration that can cause injury to any person, Company,
or damage to any property.
32.4. You include any attributions, copyright information, and other notices, these Terms, and Conditions that may be required to be provided to the End-User (i.e, as part of Your, End-User, Terms) based on your use of Third-Party
or other Third-Party intellectual property in any Product.
32.5. You also promptly make available to EOTRACE, End-User, and any other Third-Party that is entitled to it,
the information Product corresponding to any Product or portion thereof if required, and in the manner required,
by applicable Third-Party terms, and conditions.
32.6. EOTRACE use (in any manner as permitted hereunder) of any Content does not subject it to or cause it to violate,
any Third-Party terms or agreements of any kind.
32.6.1 Does not include any information that;
(i) is or becomes generally known to the public;
(ii) was known to you before its disclosure hereunder;
(iii) or is received from a Third-Party, in each case without breach of an obligation owed to EOTRACE or anyone else.
33. During and after the Term of these Terms, and Conditions, you shall;
(i) maintain Confidential Information in confidence (using at least the same measures as for your own Confidential Information, and no less than reasonable care) and not divulge it to any Third-Party
(ii) only use Confidential Information to fulfill your obligations under these Terms, and Conditions.
(iii) If you are complying with by-laws to disclose Confidential Information, you must provide information, data of Product,
under the EOTRACE, this Terms, and Conditions of EOTRACE with prior notice of such comply disclosure (to the extent legally permitted) and reasonable assistance, at EOTRACE cost, if EOTRACE wishes to contest the disclosure.
34. In event of an actual or threatened breach of this, EOTRACE shall be in the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it is specifically acknowledged by the parties that other available remedies may be inadequate.
35. Information, You provide is not confidential unless they are specified, EOTRACE can develop its own Product,
and works with many other Vendors, and either EOTRACE or Third-Party could in the future develop (or already develops) Product, concepts, or ideas similar to Your, Product.
35.1 Subject to EOTRACE obligations relating to your financial data in Product
(i) and the Terms of any applicable mutually agrees on a non-disclosure agreement, nothing limits EOTRACE or such third parties from doing so, and EOTRACE does not have confidentiality obligations for information You submit in connection
with these Terms, and Conditions.
36. The following sections of this Terms, and Conditions survive termination or expiration of Terms, and Conditions
and any Transition Period.
TERM AND TERMINATION.
37. The Term of this Terms, and Conditions (the “Term”) begins on the date You agree to it in the manner set forth
of this Terms, and Conditions and continues until You or EOTRACE terminates it.
38. Either EOTRACE or You are entitled to terminate this Terms, and Conditions, in its entirety or with respect to particular Product, and access to your account with thirty (30) days advance written notice to the other party, the Terms of contract due by quarter must be applied. In addition, either party may terminate these Terms, and Conditions upon written notice
to the other party if;
(i) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency,
or makes an assignment for the benefit of creditors, the party breaches its confidentiality or privacy-related obligation under this Terms, and Conditions or infringes or misappropriates the terminating party’s property rights.
(ii) Notwithstanding anything to the contrary in this Terms, and Conditions, immediately upon notice to you
(or with the notice specified by EOTRACE at the time), EOTRACE may also terminate this Terms, and Conditions
(and / or terminate or suspend either your account on the Marketplace or this Terms, and Conditions with respect to any particular Product of Principals under the following circumstances:
38.1. EOTRACE ceases to operate the Marketplace if you violate;
EOTRACE suspends or terminates the Terms as relates to You or your Product.
EOTRACE determines (in its discretion) that your participation in the Marketplace could result in legal or business liability to EOTRACE or any Third-Party or otherwise harm the Marketplace or other Principals or End-User.
EFFECT OF TERMINATION.
39. The transition you must also deliver all Product information to EOTRACE and make the Product
(including any New Version) available to EOTRACE and Marketplace users at least until the conclusion of any paid terms
or Subscription and / or of all end users who purchase such Product.
YOUR TRANSITION OBLIGATIONS.
40. If you are a Principal, then prior to the expiration of the transition period meaning the demo account as Vendor
or Buyer in the EOTRACE website that allows you to test the Marketplace.
40.1. Arranging to provide for ongoing support, information, and maintenance (including New Version) with respect to your Product for all End-User who purchase such rights for the duration of the Term for which You have committed to providing such support and maintenance Product. Communicating such matters accurately and in a positive and professional manner to End-User.
40.2. For the sake of clarity, after termination, You are obligated to provide a clear life term of Product any New Version
of your terminated Product to EOTRACE for distribution under this Terms, and Conditions thereafter, but EOTRACE
post-termination rights in this application for the latest version of the Product you provide to EOTRACE hereunder
(and any prior version).
EFFECT OF TERMINATION; TRANSITION PERIOD, PENDING TRADE.
41. Following any termination or expiration of this Terms, and Conditions or withdrawal of your Product from the Marketplace, in EOTRACE discretion, You may continue to fulfill any End-User orders for Product pending as of the date
the termination takes effect, and EOTRACE use reasonable efforts to take down the listing for your Product, within forty-five (45) days after the effective date of termination (or, if specify by EOTRACE, within the same period after notice of termination means the transition period.
41.1. EOTRACE may also retain copies of your Content after termination or expiration of this EOTRACE, or withdrawal
of your Product, for its own record-keeping purposes.
EOTRACE TRADEMARK / PUBLICITY / INTELLECTUAL PROPERTY.
42. You will not violate EOTRACE intellectual property in any form, including EOTRACE patents, trademarks, copyrights,
and trade secrets.
42.1. You will;
(i) Only use the EOTRACE Mark in the form and manner as set forth in the Guideline for the Marketplace.
We use EOTRACE, Ads Trademark Policy only in connection with the sale of your Product in the EOTRACE Marketplace.
(if any conflict, real or perceives, arises in the foregoing Guideline, EOTRACE retains the right to enforce the more restrictive Guideline);
(ii) Follow any other policies that EOTRACE communicates to you regarding the use of EOTRACE.
42.2. Mark as keywords in online search engines;
(i) not register any domain names that contain any terms that are the same or similar to any EOTRACE Mark;
(ii) upon expiration or termination of these Terms, and Conditions for any reason, immediately cease all use of the EOTRACE Mark, unless you are otherwise authorized to continue using the EOTRACE Mark pursuant to a separate written Terms, and Conditions with EOTRACE.
DISCLAIMERS AND LIMITATIONS OF LIABILITY.
43. THE EOTRACE MARKETPLACE, EOTRACE MARK PROVIDEs “AS IS” AND EOTRACE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SEXUAL CONTENT FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
43.1.EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 ABOVE AND EXCEPT FOR EOTRACE BREACH OF (PROHIBITS ACTIONS; RESPONSIBILITIES), (END-USER DATA AND PRIVACY-RELATED OBLIGATION) OR (CONFIDENTIALITY): (A) NEITHER YOU NOR EOTRACE SHALL DO ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER, CAUSE, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE ADVISE OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER YOUR OR EOTRACE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATES TO THIS AGREEMENT OR THE EOTRACE MARKETPLACE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCESS Commission OR EOTRACE Margin IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. FOR THE PURPOSES OF THIS AGREEMENT, “EOTRACE Margin” MEANS THE AMOUNTS RECEIVED BY EOTRACE FROM SALES OF YOUR PRODUCT, COMMISSION MEANS THE AMOUNTS THAT WE RECEIVE FOR TRADE MADE UNDER EMAIL, EOTRACE ORGANIZATION.
BASIS OF BARGAIN.
44. Failure of essential, Product, purpose, the Principals enters into this Terms, and Conditions relying on the limitations
of liability, disclaimer of warranty, and other provision relating to the allocation of risk notify in these Terms, and Conditions,
and agree that such provisions are an essential basis of the bargain between the parties.
44.1. Principals further agrees that all such limitations, disclaimer, and other provisions survive and apply even if any limits remedy is found to fail of its essential purpose.
ADDITIONAL EOTRACE MARKETPLACE TERMS.
45. You may not reverse engineer, disassemble or decompile any EOTRACE code or technology used in connection with the EOTRACE Marketplace. You do not take any action that interferes with, damages, or accesses, or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of EOTRACE or of any End-User or other Third-Party.
45.1. You do not provide, any Product, that includes the Adulteration of the Chemical Compound presentation of Product
on EOTRACE or Fraud, for Principals solution.
45.2. You agree not to make any representations, guarantees, or warranties that violate any laws or regulations,
including any false advertising or consumer protection laws with respect to the EOTRACE Marketplace, and Product,
by EOTRACE or on behalf of EOTRACE, including with respect to the handling of Security Incidents.
45.3. In all activities under these Terms, and Conditions, You agree to conduct yourself in a professional manner
and not to disparage or devalue EOTRACE or the Marketplace.
INCLUSION OF CISG.
46. The Terms of The International Commercial Sale of Goods under CISG apply to this Terms, and Conditions to all Trade under the Marketplace or the email Organization regardless of when or where adopts.
46.1. These Terms, and Conditions may not be amends except in writing signs by both parties or as provided
in Terms, and Conditions changes above. If any provision of these Terms, and Conditions is held invalid by a court with jurisdiction over the parties to this, such provision is deemed to be restated to reflect as nearly as possible the original intentions of the Principals in accordance with Terms, and Conditions applicable law, and the remainder of this Terms, and Conditions remain in full force and effect.
46.2. The word “including” is interpreted without limitation when uses in these Terms, and Conditions. The Principals to these Terms, and Conditions are Company to Department State, independent contractors, agents, joint ventures, or partners, despite the use of the term “Principals”. Each party bears its own costs and expenses in performing these Terms, and Conditions. EOTRACE failure to enforce any provision of these Terms, and Conditions does not constitute a waiver
of EOTRACE rights to subsequently enforce the provision.
46.3. EOTRACE may freely assign, transfer, and delegate its rights and obligations under these Terms, and Conditions.
You acknowledge and agree that EOTRACE contractors and service providers may exercise all rights of EOTRACE
under these Terms, and Conditions, including EOTRACE’s license rights.
46.4. You may not assign any of your rights or obligations under these Terms, and Conditions, whether by operation
of laws or otherwise, without EOTRACE.
46.5. Prior written consent, except that You may assign all of your rights and obligations under these Terms, and Conditions to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of Your assets as long as
(i) You give EOTRACE written notice of any such assignment at least ten (10) business days before such assignment
(ii) and the assignee agrees in writing to be bound by all Terms of this Terms, and Conditions;
However, in the event that EOTRACE determines that such assignment is to a competitor of EOTRACE may terminate
these Terms, and Conditions upon notice to You.
46.6. Subject to the foregoing limitations, these Terms, and Conditions are binding upon, inure to the benefit of,
and be enforceable by the parties and their respective successors and assigns.
46.7. These Terms, and Conditions constitute the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter,
and does not give any Third-Party (except where specified) any rights or remedies hereunder.
46.8. Any notice or other communication to be given hereunder will be in writing and given
(i) by EOTRACE via email, via a posting in the Guideline, in the Marketplace, or via a message through your EOTRACE account.
(ii) or by you via email to [email protected] or to such other email or physical addresses as EOTRACE may specify
from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.
TERMS, AND CONDITIONS, CHANGES.
47. As the EOTRACE Marketplace evolves over time, We may need to update these Terms, and Conditions. Therefore, EOTRACE reserves the right to change these Terms, and Conditions at any time in its sole discretion with the changes
to these Terms, and Conditions become effective thirty (30) days after notice (unless EOTRACE specifies a shorter notice period). EOTRACE gives You notice of the changes by posting an updated version of these Terms, and Conditions, on its website or within the Marketplace, or by emailing you at an email address you provide.
47.1. If you do not agree to any of the changes, Your sole remedy is to terminate these Terms, and Conditions prior
to the date on which the changes are to take effect by;
(i) Providing written notice to EOTRACE
(ii) And withdrawing all of your Product, from the Marketplace. If you terminate these, Terms, and Conditions
according to the preceding sentence, the changes do not apply to you.
47.2. Otherwise, your continued participation in the EOTRACE Marketplace after the changes take effect constitutes
your acceptance of the changes.
In addition, you may be required to click to agree to the modified Terms, and Conditions, to continue participating
in the Marketplace.
DISPUTE RESOLUTION; GOVERNING LAW.
48. In the event of any controversy or Claim, arising out of or relating to these Terms, and Conditions, the Principals consult
and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties.
48.1. If the Principals do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms, and Conditions (Governing Law; Jurisdiction).
48.2. All negotiation is confidential and treated as compromise and settlement negotiation for purposes of all similar rules,
and code of evidence of applicable legislation and jurisdiction.
GOVERNING LAW; JURISDICTION.
49. These Terms, and Conditions are governed by and constructed in accordance with the applicable law of the state
of Bulgaria, without giving effect to the principles of Bulgaria relating to conflicts of law.
49.1. Each party irrevocably agrees that any legal action, suit, or proceeding arising out of or relates to these
Terms, and Conditions must be brought solely, and exclusively in, and is subject to the service of process and other applicable procedural rules of, the Bulgarian Chamber of Commerce of Industry, 1058, Sofia, 9, Rue Iskar, Sofia, Bulgaria and, each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Sofia, Bulgaria, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.
50. Enforcement, notwithstanding the provisions of informal resolution and Governing Law; Jurisdiction, nothing in these
Terms and Conditions prevent EOTRACE from seeking injunctive relief with respect to a violation of intellectual property rights, any Security Incident or other security issue, confidentiality obligations, or enforcement, or recognition of any award or order in any appropriate jurisdiction.
KYC & ANTI-MONEY LAUNDERING MEASURES.
51. EOTRACE endeavors to frame a proper policy framework on 'Know Your Customer' (KYC) and Anti-Money Laundering measures. The EOTRACE is committed, to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
51.1 We ensure that the information collected from the End-User for any purpose would be kept confidential.
EOTRACE shall not divulge any details thereof for cross-selling or any other purposes.
51.2. EOTRACE commits that information sought from the customer is relevant to the perceived risk, is not intrusive,
and is in conformity with the guidelines issued in this regard.
51.3. Any other information from the customer will be sought separately with his / her consent and after the effective rendering of services.
51.4. EOTRACE policy is to treat all the clients consistently and fairly. The employees of EOTRACE will offer assistance, encouragement, and service in a fair, equitable, and consistent manner We also communicate its KYC norms to its End-User by uploading the same on its website.
51.5. EOTRACE ensures that the implementation of the KYC norms is the responsibility of the entire organization.
EOTRACE fair lending practices shall apply across all aspects of its operations including marketing, loan origination, processing, and servicing, and collection activities.
51.6. EOTRACE Board of Directors and the management team are responsible for implementing the KYC norms hereinafter detailed, and also to ensuring that its operations reflect its initiatives to prevent money laundering activities.
51.7. The guidelines on 'Know Your Customer' (KYC) Guideline - Anti Money Laundering Standards for Non-Banking Finance Companies (NBFCs) thereby setting standards for the prevention of money laundering activities and corporate practices while dealing with their customers.
51.8. The EOTRACE shall adopt all the best practices prescribed by EU Bank from time to time and shall make appropriate modifications if any necessary to this Code to conform to the standards so prescribed. This policy is applicable across
all branches / business segments of the EOTRACE, and its financial subsidiaries and is to be read in conjunction with related operational guidelines issued from time to time.
51.9. The contents of the policy shall always be read in tandem / auto-corrected with the changes / modifications
which may be advised from time to time.
51.10. For the purpose of KYC policy, a 'End-User' may be defined as;
(i) A person or entity that maintains and / or has a business relationship with the EOTRACE;
(ii) One on whose behalf such relationship is maintained (i.e. the beneficial owner);
(iii) Beneficiaries of transactions conducted by professional intermediaries, such as chartered accountants, solicitors etc.
as permitted under the law;
(iv) and any person or entity connected with a financial transaction that can pose significant reputation or other risks
to the EOTRACE.
52. The objective of KYC guidelines is to prevent EOTRACE from being used, intentionally or unintentionally, by criminal elements for money laundering activities. KYC procedures also enable EOTRACE to know/understand their customers
and their financial dealings better which in turn helps them manage their risks prudently.
52.1. The EOTRACE hereunder frames its KYC policies incorporating the following four key elements;
(i) Customer Acceptance Policy.
(ii) Customer Identification Procedures.
(iii) Monitoring of Transactions.
(iv) Risk management.
CUSTOMER ACCEPTANCE POLICY (CAP)
53. The guidelines for Customer Acceptance Policy, CAP for the EOTRACE are given below;
53.1. No account is opened in anonymous or fictitious/ benami name(s).
53.2. The EOTRACE shall classify customers into various risk categories and based on risk perception decide on acceptance criteria for each customer category.
53.3. Accept customers after verifying their identity as laid down in customer identification procedures.
While carrying out due diligence the company will ensure that the procedure adopted will not result in denial of services
to genuine customers.
53.4. For the purpose of risk categorization of customers, We shall obtain the relevant information from the customer
at the time of account opening.
CUSTOMER IDENTIFICATION PROCEDURE (CIP).
53. The policy approved by the Board of EOTRACE clearly spells out the Customer Identification Procedure, CIP
to be carried out at different stages i.e. while establishing a business relationship; carrying out a financial transaction
or when the EOTRACE has a doubt about the authenticity / veracity or the adequacy of the previously obtained customer identification data.
53.1. Customer identification means identifying the customer and verifying his/ her identity by using reliable,
independent source documents, Data, or information. The EOTRACE will obtain sufficient information necessary to establish,
to its satisfaction, the identity of each new customer, whether regular or occasional and the purpose of the intended nature
of the business relationship. Being satisfied means EOTRACE must be able to satisfy the competent authorities that due diligence was observed based on the risk profile of the customer in compliance with the extant guidelines in place.
Such a risk-based approach is considered necessary to avoid disproportionate cost to EOTRACE and a burdensome regime
for the customers. Besides risk perception, the nature of information / documents required would also depend on
the type of customer (individual, corporate, etc). For customers that are natural persons, the EOTRACE will obtain sufficient identification Data to verify the identity of the customer, his address/location, and also his recent photograph.
53.2. For customers that are legal persons or entities, the EOTRACE will;
(i) Verify the legal status of the legal person / entity through proper and relevant documents;
(ii) Verify that any person purporting to act on behalf of the legal person/entity is so authorized and identify and verify
the identity of that person;
(ii) And understand the ownership and control structure of the End-User and determine who are the natural persons
who ultimately control the legal person.
53.3. Customer identification requirements in respect of a few typical cases, especially, legal persons requiring
an extra element of caution are given in Annexure-I for guidance of EOTRACE.
53.4. EOTRACE has framed its own internal guidelines based on their experience of dealing with such persons / entities,
normal lender's prudence and the legal requirements as per established practices. EOTRACE will take reasonable measures to identify the beneficial owner(s) and verify his / her / their identity in a manner so that it is satisfied that it knows who the beneficial owner(s) is / are. An indicative indicative list of the nature and type of documents / information that may be relied upon for customer identification is given in the Annexure-I.
53.5. Documentation requirements and other information shall be collected in respect of different categories of customers depending on perceived risk and keeping in mind the requirements and guidelines issued by EU Bank from time to time.
54.6. Necessary checks wherever and to the extent possible, shall be conducted before opening a new account so as to ensure that the identity of the End-User does not match with any person with a known criminal background or with banned entities.
55.7. The document requirements would be reviewed periodically as and when required for updation keeping in view
the emerging business requirements. Senior Officials in charge of the policy are empowered to make amendments to the list of such documents required for customer identification in consultation with the sales and distribution channels and compliance.
55.8. Customer Identification Procedure, CIP is to be carried out at the following stages;
(i) While establishing a business relationship;
(ii) or carrying out a financial transaction;
(iii) or where the company has a doubt about the authenticity / veracity;
(iv) or inadequacy of the previously obtained customer identification data if any;
(v) or when the company feels it is necessary to obtain additional information from the existing customers based on the conduct or behavior of the account.
55.8.1. No deviations or exemptions shall normally be permitted in the documents specified for account opening.
In case of any extreme cases of exceptions, the concurrence of Policy section should be obtained duly recording the reasons for the same.
55.9. Suitable operating guidelines for implementation of the KYC/ AML guidelines shall be issued by EOTRACE for its different business segments.
MONITORING OF TRANSACTIONS.
56. Ongoing monitoring is an essential element of effective KYC procedures. We can effectively control and reduce their risk only if they have an understanding of the normal and reasonable activity of the customer so that they have the means
of identifying transactions that fall outside the regular pattern of activity. However, the extent of monitoring will depend on the risk sensitivity attached to the End-User.
56.1. The EOTRACE Marketplace pay special attention to all complex, unusually large transactions and all unusual patterns which have no apparent economic or visible lawful purpose.
57. The Board of Directors of EOTRACE ensures that an effective KYC program is put in place by establishing appropriate procedures and ensuring their effective implementation. It covers proper management oversight, systems and controls, segregation of duties, training, and other related matters.
57.1. Responsibility would be explicitly allocated within EOTRACE for ensuring that the EOTRACE policies and procedures are implemented effectively. EOTRACE may, in consultation with their Boards, devise procedures Risk Profiles of their existing and new customers and apply various Anti Money Laundering measures keeping in view the risks involved in a transaction, account, or business relationship. EOTRACE internal audit and compliance functions have an important role in evaluating and ensuring adherence to the KYC policies and procedures.
57.2. As a general rule, the compliance function provides an independent evaluation of the EOTRACE own policies and procedures, including legal and regulatory requirements. EOTRACE ensures that its audit machinery is staffed adequately with individuals who are well-versed in such policies and procedures. Concurrent / Internal Auditors should specifically check and verify the application of KYC procedures at the branches and comment on the lapses observed in this regard.
57.3. The compliance in this regard may be put up before the Audit Committee of the Board on quarterly intervals.
EOTRACE is an ongoing employee training program so that the members of the staff are adequately trained in KYC procedures. Training requirements on different focuses for frontline staff, compliance staff, and staff dealing with new customers. It is crucial that all those concerned fully understand the rationale behind the KYC policies and implement them consistently.
TAXES AND SOCIAL SECURITY OF THE PARTNER.
58. Except as described in these Terms, and Conditions, EOTRACE is responsible for collecting and remitting any taxes imposes on the Sale of Product to End-User.
58.1. The Principals is solely responsible for;
(i) The collection and payment of any tax, duty, contribution, or eco-contribution;
(ii) The payment of customs duties and any import duties, unless specified in the Incoterms;
(iii) The payment of any tax, fee, or remuneration relating to the Product, Sale on the Marketplace.
58.2. You are responsible for any income or other taxes due and payable resulting from EOTRACE payments to you.
Accordingly, unless otherwise stated, the amounts due to you hereunder are exclusive of any taxes that may apply to such payments. EOTRACE maintains the right to deduct or withhold any applicable taxes payable by you from amounts due
from EOTRACE, and the amounts due, as reduced by such deductions or withholdings, constitute full payment to you.
58.3. We generate an invoice for Principals for each sale made on the Marketplace.
In addition, the Principals respond at the first request to any injunction issues by EOTRACE and / or the tax authorities
to prove full compliance with the applicable regulations.
58.4. As a Principals generating income on the Marketplace, it is required to comply with its tax and social security obligations. Marketplace is registered under Bulgarian VAT. Rules. Notwithstanding any conflicting terms above,
if you are a Principals that are registered or required to be registered under the National Revenue Agency (NRA) Services Tax registration (“VAT”), prior to EOTRACE payment to you, you acknowledge that you are required to issue a tax invoice to EOTRACE to comply with Bulgarian VAT rules.
58.5. However, in the interests of administrative simplicity, You and EOTRACE agree that EOTRACE issue recipient creates tax invoices for taxable Revenue Share or/and Commission made under these Terms, and Conditions and that you do not issue tax invoices for those supplies. For the purposes of issuing recipient tax invoices, both parties acknowledge that they are Standard VAT Register Vendor and notify each other if that ceases to be the case. Notwithstanding, with respect to recipient tax invoices, you acknowledge that you remain responsible for filing a VAT return and passing any VAT receive (including VAT receive from EOTRACE in connection with the recipient tax invoices Service NRA) onto the National Revenue Agency
in accordance with your individual circumstances.
59. Subject to the Terms and conditions of this Terms and Conditions; (1) EOTRACE defend Principals that register under EOTRACE, Laws Program for Partner (not yet available) , Claim by third-parties alleging that EOTRACE, or End-User itself, when to use in connection with such Product, infringes such third party’s as regulated by the International Commercial Sale
of Goods, register copyright, trademark or technical value of the Product.
59.1. It’s can be submitted to, and evaluated by EOTRACE or a Third-Party alleging by EOTRACE, the Third-Party alleging
by EOTRACE shall pay damages finally awards by a court of competent jurisdiction against such Principals for Claim
or, if EOTRACE settles Claim, the settlement amounts. EOTRACE obligations apply only to the Marketplace, the EOTRACE.
Principals, provides Product and is liable of it under is own responsibility. Content of Principals is used with EOTRACE,
in any case, EOTRACE obligations do not apply if the alleged infringement, misappropriation, or violation results from any modifications, Fraud, combinations, or unauthorized use of the Marketplace.
59.2. As a condition to EOTRACE obligations under this, you must provide EOTRACE;
(i) Prompt written notice of the Claim (and in any event notice insufficient time for EOTRACE to respond without prejudice), (ii) The exclusive right to control and direct the investigation, settlement, and defense (if applicable) of the Claim,
(iii) And all reasonable necessary cooperation, this sets forth EOTRACE sole liability, and your exclusive remedy,
with respect to Third-Party as Claim of intellectual property rights infringement by You.
59.3. You indemnify, defend, and hold harmless EOTRACE and its subsidiaries (including its respective affiliates, officers, directors, employees, contractors and assigns) from and against any loss, Claim, liability, damage, action, or cause of action (including reasonable attorneys’ fees) arising out of any third-party Claim relating to;
(i) Any Content or the use of Content and Product, (including any Claim made by or arising from End-User),
(ii) Your breach or alleged breach of this Terms, and Conditions,
(iii) or any Security Incidents causes by your Product, or Third-Party services supporting your Account and Product.
59.4. In any defense or settlement negotiations, You keep EOTRACE apprises of all relevant developments, including
the choice of counsel. EOTRACE may participate in the defense or settlement of any Claim at its own expense. You provide EOTRACE with reasonable notice of any judgment entrees against EOTRACE or any settlement terms offers to settle a Claim and you do not consent to the entry of a judgment or settle a Claim without EOTRACE prior written consent, which We may not unreasonably withhold. If you do not promptly assume and reasonably conduct the defense of a Claim or take reasonable action to settle any such Claim after being provided with sufficient reasonable advance notice to evaluate
the Claim, then EOTRACE may take control of the defense (without limiting your indemnification obligations in the function of your registration on the EOTRACE, Laws Program).
Your obligations are independent of your other obligations under the Terms, and Conditions.
60. License Management System for Request For A Quotation and Sale.
60.1. We provide you a refund of your Subscription for Principals in the situation of lack of result Request For A Quotation.
This refund applies if the RFQ expected by quarter is not reached. EOTRACE apply the refund of the end quarter pays
by your Company for our Services.
60.2. Condition of withholding Request For A Quotation under Subscription:
This number is not specific by month and is adjustable in the function of the market activity. RFQ provided by EOTRACE
is subject to report and, you are informed by month about your Product activity report, RFQ, and Sale by our Services.
Request For A Quotation expects by Principals;
January, February, and March (Q1)
- January: 3
- February: 1
- March: 2
April, May, and June (Q2)
- April: 4
- May: 1
- June: 1
July, August, and September (Q3)
- July: 2
- August: 2
- September: 2
October, November, and December (Q4)
- October: 3
- November: 2
- December: 1
60. Marketplace obligation is six (6) qualify Request For A Quotation by quarter, a refund is exigible.
61. Commission is due to EOTRACE for each Product that is Sale through, EOTRACE email Organization for Trade
of Product under (30) days.
61.1. You agree to provide EOTRACE with information on a valid bank account in Your name, and EOTRACE makes payments to that account via Electronic Funds Transfer (“EFT”) or other methods of payments. You agree that any fees charges
by your bank in connection with wire transfers pursuant is solely Your responsibility.
61.2. EOTRACE may prescribe threshold limits for a particular category of End-User and pay particular attention
to the transactions which exceed these limits. Transactions that involve large amounts of cash inconsistent with the normal
and expected activity of the End-User would particularly attract the attention of the EOTRACE.
61.3. We ensure that its branches continue to maintain a proper record of all cash transactions. The internal monitoring system will have an inbuilt procedure for reporting such transactions and those of suspicious nature to the controlling / head office on a fortnightly basis.
62. EOTRACE may issue refunds of the applicable Sale amount (or portions thereof) to End-User or Principals at its sole discretion. If EOTRACE issues a refund prior to paying you the Revenue Share for the applicable Sale, then you agree
and acknowledge that you do not receive any right to receive a Revenue Share on that portion of the Sale amount that needs to be refunded. In addition, if EOTRACE pays you a Revenue Share on a Sale and later issues a Refund
or credit to the End-User for such Sale (or receives a chargeback relates to the Sale).
62.1. EOTRACE may offset the amount of the Revenue Share that EOTRACE previously pays to you against future Revenue Share or other amounts that would otherwise be payable to you under these Terms, and Conditions, or require you to remit that amount to EOTRACE.
62.2. EOTRACE may also withhold and offset sums you owe to EOTRACE against amounts that are payable to You.
When these Terms, and conditions terminate, EOTRACE may withhold all Revenue Share due for a period of sixty (60) days from the date they would otherwise be payable, in order to ensure EOTRACE ability to offset any End-User refunds or make any other offsets to which EOTRACE is entitled.
Updates to this Notice.
These Terms, and Condition are updated from time to time. If We make any changes, We notify You by revising
the "effective starting" date at the top of this notice.