Terms & Conditions
Vin-Exchange Group Limited
Updated: 2016.2 Effective 1st February 2016
1. WEBSITE TERMS OF USE
1.1 Welcome to www.vinex.market (Website), an online marketplace where registered sellers (Sellers) can advertise parcels of available wine and registered buyers (Buyers) can advertise their requirements and offer to purchase parcels of wine by contacting the Seller via the Website. We also publish related wine market information and links that may be of interest to Buyers and Sellers.
2. REGISTERED COMPANY AND WEBSITE
The Website is the property of Vin-Exchange Ltd (VINEX, us, we), Company No. 9908869, Registered in England and Wales.
2.1 By registering as a user, becoming a member or by using the Website, you agree to be bound by these terms and conditions (as amended from time to time). If you do not accept our terms, you must not use the Website. Your continued use of the Website constitutes and confirms your agreement to be bound by these terms and conditions.
2.2 VINEX reserves the right to vary these terms and conditions without notice to you by publishing revised terms on the Website. When you use the Website you will be bound by the version of the terms and conditions current at the date you use the Website.
2.3 When you contract through the Website, the terms and conditions incorporated into that contract will be the terms and conditions which are current at the time of that contract.
3. HOW VINEX WORKS
3.1 The Website is an web-based electronic trading exchange that introduces wine Sellers and wine Buyers within regions, countries and internationally allowing them to contract for the sale and purchase of wine or wine-grape derived products. VINEX is not a party to any contract resulting from utilising the services of VINEX.
4. SELLING - How VINEX works
4.1 Seller submits a Listing
4.2 Sellers advertise wine for sale on the Website, specifying the terms of sale including the minimum and maximum volume available and a price per unit of measure[DH3] (Listing). Listings do not constitute an offer to sell but rather an invitation to treat directed to the public at large.
4.3 Seller selects Trade Method
(a) Sellers may only select one or a combination of the following Trade Methods (Selling Methods) per Listing. The Selling Methods are:
(i) Auction;
(ii) Best Offer;
(iii) Buy Now;
(iv) Swap; or
(v) Pre-Harvest Buy Contract
(vi) Auction Method
(i) The Seller's Listing must include a minimum reserve price. Buyer may make a Bid over the Website to buy the Seller’s wine on the terms specified in the Seller’s Listing, except that the Buyer may select the volume of wine to purchase; its desired price per unit of measure by placing Bids. The[DH4] Seller will be notified of the Bid via an email notification system to the Seller’s email address. The Bid constitutes an Offer to purchase the wine on the terms described in the Bid. The Buyer may retract their offer at any time before it is accepted by following the prompts on the Website.
(ii) Buyer's Bid
A. On the close of the auction;
I. if the Buyer's Bid is the highest and above the Seller's reserve price, the Seller will be advised by us via the Website (an Acceptance).
II. if the Buyer's Bid is not the highest or below the Seller's reserve price, the Seller will be advised via the Website notification system that the auction did not generate an Acceptance. The Seller may elect to extend the Listing for a future auction date or withdraw the listing.
B. There is no limit to the number of Bids that can be made by a Buyer.
C. Bids may be placed as single Bids or the auto-incremental Bid option may be selected.
D. Each auction has a pre-auction wine sampling and notification period before the auction starts. Once started the auction runs for 72 hours. If a Bid is made within 5 minutes of the auction close time, the auction is automatically extended for a further 10 minutes from the time of the Bid.
I. Acceptance is evidence of a binding and enforceable contract which incorporates the Trade Rules.
(c) Best Offer, Swap, Pre-Harvest Buy Contract
(i) The Buyer may make an Offer over the Website to buy the Seller’s wine on the terms specified in the Seller’s Listing, except that the Buyer may select the volume of wine to purchase within the Seller's stated minimum and maximum listed volume; its desired price per unit of measure, and the pickup/delivery terms, product status and draw-down time frame. The Seller will be notified by us of the Offer via an email notification system to the Seller’s email address. The Offer constitutes an Offer to purchase the wine on those described terms. The Buyer may retract this Offer at any time before it is accepted by following the prompts on the Website.
(ii) Seller and Buyer negotiate
(iii) If the Seller is satisfied with the Bid, the Seller can accept it using the prompts on the Website (an Acceptance). An Acceptance is evidence of a binding and enforceable contract which incorporates the Trade Rules.
(iv) If the Seller is not satisfied with the Offer, the Seller can decline to accept the Offer or make a counter-offer to the Buyer via the Website notification system to sell the wine to the Buyer on the terms specified in the Listing except that the Seller may again change the volume, price, and/or the pickup/delivery and draw-down timeframe for the wine. The counter-offer constitutes an Offer to sell the wine on those terms. The Seller may retract this counter-offer at any time before it is accepted by following the prompts on the Website notification system. The Buyer may make an Acceptance using the prompts via the Website notification or decline to accept the Offer or make a counter-offer of its own.
(v) There is no limit to the number of counter-offers that can be made between Buyer and Seller.
(vi) Any Offer or counter-offer may be retracted by the person who placed it at any time by following the prompts via Website. However, if an Offer or counter-offer has been made and it is not retracted at the time that it is accepted by the other party then a binding and enforceable contract is concluded.
(vii) Offers and counter-offers automatically lapse if they are not accepted within 72 hours.
5. BUYING - How VINEX works
(a) Buyers selects Trade Method
(b) Buyers may only select one or a combination of the following Trade Methods (Buying Methods) per Listing. The Buying Methods: are
(i) Procurement Auction;
(ii) Tender Manager;
(iii) Sell Now; or
(iv) Pre-Harvest Sell Contract
(c) Procurement Auction Method
(i) The Buyer's Listing must include a maximum reserve price. The Seller may make a Bid over the Website to supply the Buyer’s wine requirements on the terms specified in the Buyer’s Listing, except that the Seller may select the volume of wine supply; its desired price per unit of measure by placing Bids. The Buyer will be notified of the Bid via an email notification system to the Buyer’s email address. The Bid constitutes an offer to sell the wine on those described terms. The Seller may retract their offer at any time before it is accepted by following the prompts on the Website.
(ii) Seller's Bid
(a) On the close of the auction:
I. if the Seller's Bid is the lowest and below the Buyer's reserve price, the Buyer will be advised via the Website (an Acceptance).
II. if the Seller's Bid is not the lowest or above the Buyer's reserve price, the Buyer will be advised via the Website notification system that the auction did not generate an Acceptance. The Buyer may elect to extend the Listing for a future auction date or withdraw the listing.
(b) There is no limit to the number of Bids that can be made by a Seller.
(c) Bids may be placed as single Bids or the auto-incremental Bid option may be selected.
(d) Each auction has a pre-auction notification period before the auction starts. Once started the auction runs for 72 hours. If a Bid is made within 5 minutes of the auction close time, the auction is automatically extended for a further 10 minutes from the time of the Bid.
(e) Acceptance creates and is evidence of a binding and enforceable contract which incorporates the Trade Rules in the form of the Contract of Sale and Purchase [attached or on the Website].
(d) Tender, Pre-Harvest Sell Option
(a) The Seller may make an Offer over the Website to supply the Buyer’s wine on the terms specified in the Buyer’s Listing, except that the Seller may select the volume of wine to supply within the Buyer's stated minimum and maximum listed volume; its desired price per unit of measure, and the pickup/delivery terms, product status and draw-down timeframe. The Buyer will be notified of the Offer via an email notification system to the Buyer’s email address. The Offer constitutes an Offer to sell the wine on those described terms. The Seller may retract this Offer at any time before it is accepted by following the prompts on the Website.
(b) Seller and Buyer negotiate
(c) If the Buyer is satisfied with the Offer, the Buyer can accept it using the prompts on the Website (an Acceptance).
(d) If the Buyer is not satisfied with the Offer, the Buyer can decline the Offer or make a counter-offer to the Seller via the Website notification system to purchase the wine from the Seller on the terms specified in the Listing except that the Buyer may again change the volume, price, and/or the pickup/delivery and draw-down timeframe for the wine. The counter-offer constitutes an Offer to purchase the wine on those terms. The Buyer may retract this counter-offer at any time before it is accepted by following the prompts on the Website notification system. The Seller may make an Acceptance using the prompts via the Website notification or decline the Offer or make a counter-offer of its own.
(e) There is no limit to the number of counter-offers that can be made between Buyer and Seller.
(f) Any Offer or counter-offer may be retracted by the person who placed it at any time by following the prompts via Website. However if an Offer or counter-offer has been made and it is not retracted at the time that it is accepted by the other party then a binding.
(g) Acceptance has been made. Offers and counter-offers automatically lapse if they are not accepted within 72 hours.
(h) An Acceptance creates and is evidence of a binding and enforceable contract of sale.
(i) VINEX will notify the Seller and Buyer of the other party's contact details by email; and the Seller must pay VINEX a fee for the sales contract.
(j) We do not guarantee the success of any Listing, Offer or counter-offer, or the performance of any contract.
6. CONTRACTS BETWEEN BUYERS AND SELLERS
6.1 VINEX is defined as an electronic trading platform engaged or used by others, at least partially on a commission basis, to facilitate contracts under instructions from Buyers and Sellers, relative to goods to which it does not have actual or constructive possession.
6.2 Express terms of sale must be identified by Sellers as part of their Listing.
6.3 Subject to any terms which change by Website negotiation, these terms and the Listing itself forms the contract between Sellers and Buyers who agree to contract via the Website only. The Seller may only use this form of contract.
6.4 We do not warrant that these terms are complete, reliable, accurate or appropriate for your individual circumstances. You agree that you enter into any contract negotiated via the Website relying entirely upon your own independent assessment of all relevant matters and do not rely upon any warranty, statement or representation made or given by us or on our behalf. We encourage you to seek independent legal advice particular to your circumstances before agreeing to be bound by any contract.
7. EXCLUSION OF WARRANTIES
7.1 All information accessed at or via the Website is provided ‘as is’ without any express or implied warranty by us. The content of Listings relies on data received from Sellers by us in good faith on the basis of warranties made by them. However we are unable to verify the accuracy of this information.
7.2 We cannot and do not warrant or represent that:
(a) users are over 18 and otherwise have the capacity to enter into binding contractual relations; or
(b) users have the capacity to perform their obligations under a contract between Buyer and Seller negotiated via the Website; or
(c) any statement made by or attributed to a user of this Website is accurate or not misleading including (without limitation) the quantity, quality or type of wine listed. You may refer any inaccuracies or concerns to enquiry@vinex.market, which we will deal with at our discretion.
7.3 You agree that negotiations, deals and all other contact between you and other users of the Website are conducted entirely at your own risk.
7.4 It is your responsibility to verify any information on the Website before relying on it. You agree that any purchases or other deals will be made solely in reliance on your own enquiries, inspections, tasting and analysis and that we have not made any warranties about the truth and accuracy of Listings or other advertisements, the suitability, quality or existence of listed items or the ability of users to actually enforce or complete a transaction. We do not warrant that Sellers are the legal owners of the wine listed.
7.5 You acknowledge that we are not liable for any direct, indirect and/or consequential loss or damage (including legal fees and other costs incurred) arising from or in any way connected with your use of the Website, the purchase, sale or other agreement between users of the Website and/or any inaccuracy or incompleteness of information contained on the Website or any related printed material.
8. SAMPLE PROCESS AND APPROVALS
8.1 Sellers may make wine or grape derived product (where applicable) samples available when creating a Listing, or amend an existing Listing. If a Buyer requests a sample it remains the Sellers decision whether or not to provide that sample. The Seller may accept, decline or request clarification on the sample requested.
8.2 A Seller may choose not to provide samples until a Contract for Sale is accepted.
8.3 A Buyer may request a sample if Listed as available before or during the term of the Listing.
8.4 If a Seller accepts a sample request, the Seller:
(a) must ensure the sample substantially reflects the Listing as detailed although the sample may be customised, but only to the extent to deliver the style the Buyer has specifically requested;
(b) must follow the VINEX bottle quantity, labelling and delivery instructions;
(c) must not use a proprietary branded bottle, box or other material and must remove any proprietary identifying markings that could reasonably expect to provide the Buyer with an indication as to the identity of the Seller;
(d) must not attempt to send samples requested via the Website direct to a Buyer.
8.5 The Buyer may on acceptance of a sale request a final sample for approval before the Contract for Sale is confirmed and exchanged between parties.
(a) If the Buyer foregoes their right to receipt of a final sample, the Buyer is immediately bound by the binding and enforceable Contract for Sale.
(b) If the Buyer requests a final samples for approval the Seller must despatch the sample as requested within 7 days of receiving the notification request.
(c) If the Seller fails to despatch the final sample within 7 days of the notification, the Contract for Sale may be cancelled at the discretion of VINEX in consultation with the Buyer.
(d) If the Buyer declines acceptance of the final sample, the Buyer may request subsequent samples for acceptance.
(e) If the third final sample is declined by the Buyer, the Seller may at their discretion decline to supply subsequent final samples and the Contract for Sale becomes void.
8.6 VINEX reserves the right to request a sample from a Seller for analysis purposes to ensure the sample reflects the quality/grade claimed and other specifications claimed. If a samples is requested by VINEX the Seller must at their own cost forward a sample to the delivery address advised within 7 days of receiving the request.
9. VIN APPRAISALS
9.1 The Seller may request VINEX to appraise a wine for either a planned or existing Listing. VINEX offers several levels of appraisal services detailed on the Website. The services are provided by VINEX using contracted independent experienced and qualified wine tasters and certified analytical laboratories.
9.2 The VINEX VinScore is a rating out of a maximum of 5.0 as determined by a contracted independent taster. The score is for a wine sample as supplied and described by the Seller within its designated quality/grade. The rating is designed to reflect the objective assessment by an independent experienced wine taster. The rating does not provide any assurances to the content, additives or legality of the wine as fit for your market or purposes.
9.3 VINEX has developed an extensive network of appraisal services and takes all reasonable efforts to ensure the integrity and quality of the service is delivered. If on receipt of an appraisal requested by you, you find a fault or object to its findings you should raise these concerns directly with VINEX via the Website complaints area.
10. USE OF WEBSITE
10.1 The Website is available for use by any member of the public who has agreed to be bound by our terms and conditions.
10.2 However, we do not represent or warrant that the content on the Website complies with the laws of all countries. If you access the Website, you do so at your own risk.
10.3 While care has been taken when compiling the Website, it uses information from a range of sources, including by third parties who place advertisements or allow us to publish information (e.g. live news feeds). We cannot and do not screen all material on the Website before it is posted.
10.4 We cannot and do not warrant or represent that:
(a) the Website (including where 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
(b) your or others access to the Website will be uninterrupted, provided without delay or in a timely fashion.
10.5 The availability of content on the Website is subject to the limitations of the Internet including re-buffering, loss of connection and dropouts.
11. REGISTERING AS A MEMBER
11.1 To advertise listings as a Seller or Buyer on the Website you must register and obtain a username and password.
11.2 To purchase wines from any Listing the Buyer must be a current member of VINEX. Several membership levels are offered by VINEX, each with different Website access privileges.
11.3 Each user who registers or uploads material 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.
11.4 You are entirely responsible for maintaining the confidentiality of your account information, including your password, 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.
12. UPLOADING MATERIAL
12.1 You may upload information to the Website, or instruct us to upload, adjust or edit information (including any Listing, Bid, acceptance, counter-offer or rejection) on your behalf. 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.
12.2 You warrant that you own or have the authority to supply all text, trademarks, artworks and other material given or uploaded to the website. You grant us a non-exclusive perpetual, worldwide, royalty-free licence to copy, display and modify that material by any means (including in both electronic and printed form).
12.3 If you upload data onto the Website you 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 inaccuracy or misleading content.
12.4 We reserve the right to decide whether, where and how Listings are displayed on the Website.
Any and all press releases or other public announcements related to your advertisement on the Website, 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.
13. WARRANTIES ABOUT CONTENT AND SALE OF WINE
13.1 If you upload any content to the Website or otherwise submit material to be published by us, you warrant that:
(a) 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 Website;
(b) all Listings (and goods and services listed) conform to current laws and regulations in Australia;
(c) you have the lawful right to distribute and reproduce that content and that it does not infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
(d) it is true and correct;
(e) it is not misleading or deceptive;
(f) it is not unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable; and
(g) it can be lawfully published on the Website or otherwise by us.
13.2 You 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.
13.3 Without prejudice to other terms, to protect the integrity of the Website we reserve the right (but are not required) to verify the accuracy of any information uploaded by you including the availability of any goods or services 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.
13.4 Multi-lingual
14. LICENCES AND APPROVALS
14.1 Before any Seller puts a Listing on the Website, they must ensure they have any necessary licences, consents and approvals to sell the items listed.
14.2 Any person offering wine for sale belonging to a partnership or share contract arrangement warrants that they are authorised by their partners to sell that wine and will execute any form of authority a buyer may reasonably require. Each participant listed is bound by, and jointly and severally liable in respect of, any such contracts that are entered into.
15. FEES, PAYMENT AND SECURITY
15.1 On the Acceptance of a Contract of Sale we do not charge fees to Buyers.
15.2 Once a trade has been negotiated, a final sample accepted and the Contract of Sale with details of the Seller and Buyer have been exchanged by VINEX to both parties our service has been completed and our fees becomes due by the Seller, even if the transaction is not completed for any reason.
15.3 Fees and the manner of payment we accept may be set and changed by us without notice to you by publishing details on the Website. Payments may be made within one of the stipulated Website currencies.
15.4 We will use all reasonable efforts to keep any payment information we have about you secure and ensure that our employees who have access to this information do not make unauthorised use, modification, reproduction or disclosure of it. We may engage a third party to provide a secure payment transaction facility that allows you to pay online and, in this case, we will not receive your payment information. Your payment will be subject to the third party's terms of use.
15.5 Fees for our services exclude any local taxes that may apply unless otherwise stated.
15.6 We will issue a Statement/Invoice to all payers for any services provided by us. The payment terms of each invoice will be clearly stated on the invoice.
15.7 Subject to law, once you have paid our invoice, no money will be refunded except in our absolute discretion.
16. COPYRIGHT
16.1 All software used in the Website, material on or comprising the Website (including photos, graphics, text, data, content of classifieds, advertisements, pictures, videos and other visual or audiovisual works) and the design, layout, look and appearance of the Website (Intellectual Property) is owned by or licensed to us and protected by copyright and all other intellectual property laws of Australia and other countries.
16.2 Except to the extent necessary for your ordinary use of the Website on your Internet browser, or as permitted under applicable laws, this Intellectual Property may not be used, adapted, reproduced, uploaded to a third party Website, 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 Website without our or the owner’s written permission unless you are acting in the ordinary and proper course of using the Website’s services.
16.3 The Website 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.
17. THIRD PARTY CONTENT
17.1 The Website contains information provided by third parties as well as links to third party websites and resources. Third party websites are not part of the Website. These links are provided solely for your interest and convenience.
17.2 We and our contractors, employees or agents take no responsibility for the content, resources or sites that link from, or to, the Website or any associated products and services. Responsibility for the content of any classified and other advertisements appearing on the Website (including banner advertisements and hyperlinks to advertisers'’ own websites) rests solely with the advertisers.
17.3 We do not endorse and make no representations either expressly or impliedly concerning third party resources, their content or any products or services which they offer.
18. RECKLESS INTENT OR EXPOSURE
18.1 You must not abuse the use of the Website or its facilities, systems, resources, accounts, servers, networks or affiliated or linked websites for a purpose other than which the Website service is provided or use the Website to engage in any activity that we (in our absolute discretion) think is inappropriate.
18.2 Without limiting this you agree not to (and not to attempt to):
(a) include your name or other contact details in a Listing, Offer or counter-offer;
(b) facilitate or participate in any illegal activity via the Website;
(c) upload or otherwise transmit any computer worms, viruses or other disruptive or destructive files or malicious or harmful code through or on the Website;
(d) obtain unauthorised access to the Website or parts of the Website that are restricted from general access;
(e) damage, modify, interfere with, disrupt or destroy any files, data, passwords, devices or resources that belong to us;
(f) do anything that compromises the security or stability of the Website;
(g) disrupt or interfere with any other user's enjoyment of the Website or affiliated or linked websites;
(h) use or attempt to use another's account, service or system without authorisation from that user or us;
(i) mirror the Website, data or content from the Website, or results pages on any other website or medium;
(j) data mine or send automated queries of any kind to the Website without the our prior written permission;
(k) 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 Website’s services;
(l) create or use a false identity on the Website; and/or
(m) transmit through or on the Website 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.
19. PUBLISHED CONTENT
19.1 You agree to comply with any editorial policies we create from time to time.
19.2 We require that:
(a) uploaded content be in English, even when a native language is also used;
(b) trademarks are used correctly and strictly in accordance with registered IP guidelines;
(c) text and links are kept up-to-date and accurate; and
(d) descriptions accurately reflect the listed wine or grape-derived product including the quantity available and grade/quality.
19.3 You must not upload or submit content that:
(a) is illegal in nature (including encouraging conduct that might constitute a criminal offence);
(b) 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;
(c) is defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable;
(d) is misleading or deceptive or likely to mislead or deceive other users;
(e) 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;
(f) refers to unapproved, banned, illicit or otherwise illegal additives, drugs or pharmaceuticals;
(g) contains information that features or advertises or otherwise lists off-shore or online casinos or gambling services;
(h) is unclear or contains unacceptable levels of spelling, punctuation or grammatical errors or over use of exclamation marks or capital letters;
(i) opens a pop-up when entering or leaving a linked website's landing page; and/or
(j) contains links to sites featuring any of the above.
19.4 We may remove, revise or decline to publish any material uploaded to the website or otherwise supplied by you to us at our absolute discretion and without consulting or notifying you.
19.5 We may also decline or remove content in our absolute discretion.
20. WEBSITE USE
20.1 Use of the website is a privilege. We may decline to register you as a user, terminate your registration and/or restrict your access to the Website (including via any other aliases you use) at any time at our complete discretion without consulting with or notifying you. Without limiting this, we consider the following as grounds for refusal of use:
(a) if a serious complaint or multiple complaints are received about you; or
(b) you breach these terms or our other policies.
21. WARRANTIES
21.1 You agree not to hold us responsible for things you, we or other users of the Website do.
21.2 Except as expressly stated in these terms, we and our contractors, employees and agents exclude all:
(a) warranties whether express, implied, statutory or otherwise, relating in any way to the Website including information accessed at the Website, other than those warranties implied by law; and
(b) 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 Website (including the information on, or accessed through the Website), 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.
21.3 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 Website services or a refund of fees paid by you.
22. INDEMNITY
22.1 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:
(a) your use of the Website;
(b) your breach of these terms including any act, neglect or default by you or your employees, licensees or clients; and
(c) the content of your uploaded material and/or the negotiation, enforcement of deals or transfer of wine or money between you and another user.
23. PRIVACY
(a) We may collect personal and financial information about you when you use the Website or otherwise communicate with us.
(b) You acknowledge and agree to our Privacy Policy (as amended from time to time) which is available at http://www.vine.market/privacy.php and consent to the collection, use and disclosure of personal information in accordance with that statement.
(c) We will only collect, use and disclose any personal information in accordance with our Privacy Statement, to the extent specifically required by law, or where reasonably contemplated by these terms (including disclosing information in connection with any query or claim).
(d) We do not agree to withhold any information about you that is already in the public domain or that you upload onto the Website.
24. COMPLAINTS
24.1 If a dispute arises between us in relation to these terms or any other matter related to the Website (or with our Sales 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.
24.2 If a dispute arises between you and another user of the Website, that is a matter for you privately. We may in our discretion provide parties to the dispute with any assistance that we believe is reasonable in the circumstances including an appraisal of a final and/or delivered wine sample to help resolve the dispute, however we cannot take sides or bring an action on your behalf.
25. OTHER
25.1 These terms (together with any policies we publish) 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.
25.2 You may not assign your rights or obligations under these terms to third parties.
25.3 If any part of these terms is unenforceable the remainder will not be affected.
25.4 A waiver of any of these terms will only be effective if it is in writing and signed by us.
25.5 No matter where you are located, these terms are governed by the laws of Victoria, Australia, and we each submit to the non-exclusive jurisdiction of those courts of that State and courts able to hear appeals from them.
If you have any questions about these terms or would like to seek clarification, please contact:
The Managing Director
Vin-Exchange Ltd
Level 1, 1-5 Clerkenwell Road
London EC1M 5PA United Kingdom
Email: enquiry@vinex.market
Vin-Exchange Ltd ©2016 All rights reserved.