Registered user agreement for the Tradeplace website

REGISTERED USER AGREEMENT FOR TRADEPLACE'S WEBSITE, SERVICES AND AFTER SALES MOBILE APPLICATION

Welcome to the Tradeplace website (the "Website"), a common access with a single sign-on to the Internet portals currently of Whirlpool Europe B.V., Electrolux Appliances A.B., BSH Hausgeräte GmbH, TP Vision Europe B.V., and Philips Consumer Lifestyle B.V. (referred to collectively as the "Suppliers"), operated by Tradeplace B.V ("Tradeplace") for marketing white goods (e.g. washing machines, fridges, cookers, dishwashers), household appliances and brown goods (e.g. audio and video equipment, such as hi-fi and TV). This document (the "Agreement") sets forth the terms upon which you (the "User") can use the Website after log-in using the Single Sign-On. In addition this Website provides you with extensive after sales services ("Services")and access to the After Sales mobile application (hereinafter referred to as the “App”). This Agreement is being made available to you on screen. It is our standard business practice to enter into binding registered User agreements electronically. You can accept the terms of this Agreement by clicking the "I ACCEPT" button in the registration process, and such acceptance is a condition precedent to use of the Website, Services and/or App. Tradeplace B.V. is a company existing under the laws of The Netherlands, with registered office address at Herikerbergweg 238, Luna Arena building, 1101 CM Amsterdam-Zuidoost, The Netherlands, registered with the Chamber of Commerce of Amsterdam under the number 34164290, and VAT number NL 8102.21.305 B01. Our e-mail address is callcenter@tradeplace.com. Please contact us if you would like to discuss this Registered User Agreement.

1. Jurisdiction Statement.

Users can access the Website, the Services and/or the App from anywhere in the world. These terms and conditions apply to all Users regardless of how they have accessed the Website or App and regardless of the territory in which the Users conduct business.

2. Electronic "Notices".

All references to "writing", "notices", and "notification" and all similar and related expressions shall cover electronic methods of communication (for instance, e-mail) provided that the party relying on the communication retains acceptable evidence that the communication was sent and received.

3. Registration Process and Effective Date.

A registration form is available on the homepage of the Website. The User shall include on the registration form its full name, principal business address, traceable e-mail address, website domain name, company registration number and telephone number, and all other information required in those fields marked with an asterisk (*)(" Registration Information "). The User shall ensure that the Registration Information is true, accurate and up-to-date, and undertakes to notify Tradeplace promptly of any changes. In the registration process the User may choose whether he only wants to use the free Tradeplace online portal or the Tradeplace After-Sales-Marketplace (ASM)and/or the App. The ASM and the App are subject to charges. The Tradeplace online portal and the ASM are both included in the Website. The User who is already registered for the Tradeplace online portal and who wants to use the ASM and/or the App is asked to register with his password and User ID and to extend his profile. The User becomes authorised to use the Website when Tradeplace accepts the registration form by an e-mail confirmation to the User. The date of Tradeplace's email to the User in accordance with this clause confirming that the Users registration form has been accepted shall be the effective date (" Effective Date ") of this Registered User Agreement.

4. User Eligibility.

Tradeplace reserves the right to decline to register the User for any reason in its sole discretion. In addition, although Tradeplace may have registered a User, Tradeplace may upon request by a Supplier block the User from access to a Website, Services or the App in total or partially. In particular, the User acknowledges that Services are only available to Users (i) which are acting in the normal course of business; (ii) which use one of the browsers specified on the Website from time to time; (iii) which are entitled under their national law to enter into this Agreement; and (iv) which are operating as business entities, and not "consumers" under applicable law. If the User does not comply with any of these conditions, it may not use the Website or the Services or App and Tradeplace shall not be legally bound by this Agreement. Tradeplace hereby reserves all its legal rights in relation to such non-compliance.

5. User’s Name and Information.

Tradeplace may only use the Registration Information, or other information, obtained from the User under this Agreement, in accordance with the Privacy Policy posted on the Website. Tradeplace may refer to the User's business name or trademarks in its marketing activities and in its marketing literature relating to the Website.

6. User Password.

The User shall generate a set of passwords and User IDs from Tradeplace during registration. The User is responsible for maintaining the confidentiality of the passwords and User IDs and shall be fully responsible for all activities that occur under them. The User may not disclose or share its password(s) or User ID(s) with any third party. Passwords and User IDs may only be used by duly authorised employees of the User for the purposes of this Agreement only. The User shall immediately notify Tradeplace of any unauthorised use (actual or threatened) of its passwords or User ID or any other breach of security. Tradeplace shall not be liable for any losses, damages, costs or expenses suffered or incurred by the User, and the User shall indemnify Tradeplace and hold Tradeplace harmless for any such losses, damages, costs or expenses suffered or incurred by Tradeplace arising out of the unauthorised use of any password or User ID.

7. TRANSACTIONS WITH SUPPLIERS.

TRADEPLACE OPERATES THE WEBSITE, SERVICES AND APP AS A COMMON ACCESS WITH A SINGLE SIGN-ON TO THE SUPPLIERS’ WEBSITES FOR FACILITATING TRANSACTIONS. TRADEPLACE IS NOT A PARTY TO THESE TRANSACTIONS. TRADEPLACE CANNOT WARRANT OR GUARANTEE THE RIGHT OF ANY USER TO BUY PRODUCTS, SPARE PARTS, DOCUMENTATION OR SERVICES OVER A SUPPLIERS’ WEBSITE. IT DOES NOT WARRANT OR GUARANTEE THE LEGALITY OF SUPPLIERS' TERMS AND CONDITIONS OF BUSINESS, NOR THAT THE SUPPLIERS WILL FULFIL THEIR OBLIGATIONS TO THE USER. THE USER ALSO ACKNOWLEDGES THAT TRADEPLACE HAS NO CONTROL OVER THE QUALITY, SAFETY, RELIABILITY, PERFORMANCE, ACCURACY OR LEGALITY OF ANY PRODUCTS OR SERVICES THAT THE SUPPLIERS ADVERTISE AND SELL THROUGH THE SUPPLIERS’ WEBSITES. TRADEPLACE NEITHER ENDORSES NOR GUARANTEES THEM. THE USER SHALL BE ENTIRELY RESPONSIBLE FOR DECISIONS IT TAKES IN RELIANCE UPON INFORMATION OBTAINED THROUGH THE WEBSITE.

8. USER INDEMNITY.

THE USER HEREBY UNDERTAKES TO INDEMNIFY TRADEPLACE AGAINST ALL LOSSES, DAMAGES, COSTS OR EXPENSES WHICH TRADEPLACE MAY SUFFER OR INCUR DIRECTLY OR INDIRECTLY AS A RESULT OF ANY CLAIM BY ANY THIRD PARTY (INCLUDING SUPPLIERS) WHICH IS CONNECTED WITH THE ACTIVITY OF THE USER ON THE WEBSITE ("TRADE DISPUTE"). TRADEPLACE'S SOLE RESPONSIBILITY SHALL BE TO PROVIDE THE USER WITH INFORMATION HELD BY OR ON BEHALF OF TRADEPLACE WHICH IS RELEVANT TO THE TRADE DISPUTE. SUCH ASSISTANCE SHALL BE AT THE USER'S REQUEST AND COST, AND SHALL BE PROVIDED SUBJECT TO TRADEPLACE'S CONFIDENTIALITY OBLIGATIONS.

9. Description of Website Service.

Tradeplace enables registered Users to access with a single sign-on the Internet portals of the Suppliers in order to buy and otherwise deal in provision and supplying of goods and spare parts in the household appliances sector and/or the sector of brown goods (the "Service"). Tradeplace offers multiple sales and after sales information and services of the participating Suppliers. To use the Supplier sales and the after sales websites prior registration for each area is necessary. All data (text, pictures etc.) available in the sales and after sales information and other services of the participating Suppliers is property of the respective Supplier. The User has to adhere to the respective Terms and Conditions of the Suppliers where he is registered. In any case the copyrights belong to the Suppliers and the use of data is restricted according to the Suppliers’ Terms and Conditions. The Service and App offer a common access to the Internet portals of the Suppliers, which aims to remove the inefficiencies that impede traditional supply chain processes and to exploit to the full the instant access to information which the Internet offers. Tradeplace does not guarantee that the Service or App shall be timely, error-free, uninterrupted, secure or available at all times. The User's access to the Service and/or App may be prevented or limited at any time by factors outside Tradeplace's reasonable control. When such problems occur, Tradeplace shall not be liable for the performance of its obligations under this Agreement for the affected period.

10. Costs to use the Website

10.1. Tradeplace online portal

The use of the Tradeplace online portal is free of charge.

10.2. Tradeplace - After Sales Services

The use of the After Sales Services is subject to charges. This service is provided by our partner Agora. Pricing of the service can be found on the Agora website.

11. Disclaimer Regarding Linked Websites.

The content of any third party's or Suppliers' websites to which the User can link from the Website are entirely out of the control of Tradeplace, and the User proceeds at its own risk. The inclusion of these links in the Website does not imply Tradeplace's endorsement of or association with any products, services, content or materials available to the User at the third party website(s). All copyright and trademarks accessible via these links is owned by the respective website owners, or their licensors, or other third parties. These rights are hereby acknowledged by Tradeplace.

12. Website Content Disclaimer

Information, data and materials (including text, graphics, moving or still images or sound) may be uploaded to the Website from many sources (together " Third Party Site Content"). Tradeplace does not undertake to monitor or review Third Party Site Content. Tradeplace is not responsible for the quality of data provided by Third Parties, such as, but not limited to, Suppliers.

13. Exclusive Remedy.

If Tradeplace does not comply with its undertakings under this Agreement, it shall either correct the non-compliance or, at its option, terminate this Agreement by prior e-mail notice to the User. To the maximum extent permitted by law, this clause expresses the User's sole and exclusive remedy in relation to non-compliance by Tradeplace.

14. Changes to the Services.

Tradeplace may change, suspend or discontinue any material aspect of the Service for any technical, administrative or other reason at any time by giving 10 days’ prior written notice thereof to the User (" Material Change "). Tradeplace shall not make any changes which are specific to the User alone without consulting with User a reasonable amount of time in advance (unless made in accordance with Tradeplace's rights under clause 16). The User may terminate this Agreement by written notice to Tradeplace within 10 days after the Material Changes have come into effect. The User acknowledges that Tradeplace may (and almost certainly will) make routine, non-material changes to the Service on a regular, ongoing basis.

15. User’s Conduct on the Website.

The User may only use the Website and the Services and/or App in the normal course of its business, and shall comply with all existing and future Website policies and rules applicable. The User shall not reproduce, adapt, distribute, resell or otherwise commercially exploit the Website, Service or App, or any element of them, without the prior written consent of Tradeplace. The User shall ensure that its use of the Website and the Services and/or App maintains and/or enhances the goodwill and reputation of Tradeplace and of the Website and/or Service and/or App. The User shall not: (i) post any unsolicited commercial communications to the Website (such as offers for sale, chain letters or pyramid schemes) other than as expressly permitted as part of the Services; (ii) engage in mass junk e-mailing ("spamming" or "flooding"); (iii) allow anyone other than User’s authorised employees to access the Website or App; (iv) impersonate any person or entity, or misrepresent the connection with any person or entity or (v) use the Website or App for any other purpose than those set forth in this Agreement. User shall indemnify and hold Tradeplace harmless from any use in breach of this Agreement or applicable law under the User ID and password.

16. User Warranties.

The User represents and warrants that it will use the Website, Services and/or App in compliance with applicable laws and regulations, the provisions of this Agreement and applicable policies referred to herein.

17. Tradeplace Monitoring Power, Rights of Suspension/Take down.

Without undertaking any role or responsibility to monitor or screen the Website, Tradeplace may nevertheless immediately take whatever steps it considers appropriate (without prejudice to its other remedies under this Agreement or at law) in its sole discretion and without liability to the User if Tradeplace becomes aware, or reasonably believes, that any action by the User (i) violates this Agreement, or (ii) may create a liability for Tradeplace, Suppliers, or any supplier to Tradeplace of Internet services or infrastructure. These steps include blocking the User's access to the Website or App or suspending its use of the Services.

18. Acknowledgement of Tradeplace's Intellectual Property Rights.

The User acknowledges that all intellectual property rights (including, but not limited to, copyright, patents, know-how, confidential information, trade secrets, database rights, and rights in trade marks and designs (whether registered or unregistered)) in the Website and the Services and the App are owned by Tradeplace or its licensors. All goodwill arising through the use of such intellectual property rights owned by Tradeplace shall belong to Tradeplace.

19. Security.

The User is responsible for ensuring that it has the technical capability to use the Website, Services and/or App. The User must establish security procedures that are consistent with any security requirements published on the Website and hereby indemnifies and holds Tradeplace harmless for any loss or damage resulting from Users’ non-compliance hereof. The User may not: (a) use any device or software capable of interfering with the operation of the Website; or (b) take any action which imposes a disproportionately large or unreasonable load upon the infrastructure of the Website (such as sending mass emails - "spamming"), or (c) interfere or tamper with the software of the Website or the functionality thereof. This includes putting material on the Website which is infected with viruses, Trojan horses, time bombs or other elements that may damage or interfere with the programming structure of the Website.

20. Making and Posting Changes to the Agreement.

Tradeplace may change the terms of this Agreement at any time by posting the revised terms on the Website, and notifying all Users either by email of the change(s) or by using on the Website a "click-through" entry screen notifying Users of an amended version of this Agreement being available. Changes shall take effect forthwith after the posting, unless Tradeplace posts an earlier date. Use of the Service by the User following the date on which the change takes effect shall be deemed to be acceptance of the change. If the User does not accept the change, Tradeplace may immediately terminate the Agreement by notice to the User. This Agreement may only be amended in accordance with this clause.

21. Exclusion of Implied Warranties.

Although care has been taken to ensure the accuracy of the information on this Website,and the Services and App, Tradeplace assumes no responsibility therefor. ALL CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE". TRADEPLACE HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS WEBSITE OR THE CONTENT ,OR THE SERVICES OR THE APP. TRADEPLACE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS WEBSITE AND THE APP. YOU ACKNOWLEDGE ANY INFORMATION SENT MAY BE INTERCEPTED. TRADEPLACE DOES NOT WARRANT THAT THE WEBSITE OR THE SERVERS OR APP WHICH MAKE THIS WEBSITE AVAILABLE OR ELECTRONIC COMMUNICATIONS SENT BY TRADEPLACE ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS. All representations and warranties of any kind are excluded except to the extent that their exclusion is prohibited by law.

22. Limitation of Liability.

IN NO EVENT SHALL TRADEPLACE BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION) RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS WEBSITE, THE SERVICES OR APP OR THE CONTENT THEREOF OR OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF TRADEPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The User agrees that the limitations and exclusions set out in this clause are reasonable having regard to all the relevant circumstances, and the levels of risk associated with Tradeplace's obligations under this Agreement.

23. Time-limit for Bringing Claims.

Neither party may bring an action against the other under or in addition to this Registered User Agreement (whether for breach of contract, negligence or otherwise) more than twelve months after that party becomes aware of the cause of action, claim, or event giving rise to the action or claim.

24. User's Duty to Mitigate Losses.

The User shall take all reasonable steps to mitigate its loss arising in relation to any claim or action (whether for negligence, breach of contract or otherwise) which it brings against Tradeplace.

25. Term, Renewal and Termination.

This Agreement shall continue in force (subject to earlier termination under this clause) for an initial term of 1 year from the Effective Date and unless terminated shall each year thereafter automatically be renewed for subsequent terms of 1 year. Either party may terminate this Agreement at any time by providing 30 days’ prior written notice to the other party. Termination of this Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination. Following termination of this Agreement for any reason the User shall immediately stop using the Website, Services and/or App and Tradeplace may immediately cancel all passwords and user IDs of the User. Without prejudice to the foregoing, the use of the ASM may be terminated at any time by providing 60 days’ prior written notice to the other party before the end of each 12 month period. Use of sales and/or after sales sites may be terminated together or separately.

26. Confidentiality.

The User acknowledges that it is responsible for, and must treat as confidential, all information (whether marked "confidential" or not) which the User (the " Recipient ") receives from Tradeplace (the " Disclosing Party ") in the course of using the Services and/or the App either directly or from any person, firm, company or organisation associated with Tradeplace, which concerns the business, operations or customers or Suppliers of Tradeplace (" Confidential Information "). This clause shall not apply to any information which: (a) enters the public domain other than as a result of a breach of this clause; (b) is received from a third party which is under no confidentiality obligation; or (c) is independently developed by one party without use of the other party's Confidential Information. The Recipient may disclose Confidential Information where required to do so by law or by any competent regulatory authority; provided, however, that the Recipient shall give the Disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the Disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means. This clause shall remain in full force and effect for a period of 2 years following termination of this Agreement for any reason.

27. No Assignment or Subcontracting.

The User may not assign, sub-license, transfer, create a charge over or otherwise dispose of any of its rights, or subcontract, transfer or otherwise dispose of any of its obligations under this Agreement, without the prior written consent of Tradeplace. Tradeplace may transfer, assign sub-licence its rights and obligations under this Agreement to any of its affiliates or subsidiaries without the prior written consent of the User.

28. Notices.

Any notice or other document to be served to User under this Agreement shall be delivered by e-mail to User at the e-mail address listed in User’s most current Registration Information. Any notice or other document to be served to Tradeplace under this Agreement shall be delivered by first class post to Tradeplace at Tradeplace BV, Herikerbergweg 238, Luna Arena building, 1101 CM Amsterdam-Zuidoost, The Netherlands. Tradeplace may change the preceeding address by providing a new address on the Website or by sending User an email stating the new address.

29. Whole Agreement.

This Agreement contains the whole agreement between the parties relating to the Services contemplated by this Agreement and supersedes all previous agreements, arrangements and understandings between the parties relating to those Services. Subject to clause 15, each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party before the entry into force of this Agreement. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. Nothing in this clause limits or excludes any liability for fraud.

30. Severability.

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement, or the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

31. No Partnership or Agency.

Nothing in this Agreement shall be deemed to constitute a partnership between the parties, nor constitute either party the agent of the other party for any purpose.

32. No Anti-Competitive Activities.

The User undertakes to use the Website, the Services and/or the App in compliance with all applicable competition laws and regulations and shall comply with the Tradeplace Competition Policy

33. Third Party Rights.

Except as expressly provided in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms.

34. Waiver.

A waiver (whether express or implied) by either party of any of the provisions of this Agreement or of any breach of or default by the other party in performing any of its obligations hereunder shall not constitute a continuing waiver and that waiver shall not prevent the waiving party from subsequently enforcing any of the provisions of this Agreement not waived or from acting on any subsequent breach of or default by the other party under any of the provisions of this Agreement.

35. Further Assurance.

Each party undertakes, at the request and cost of the other, to sign all documents and to do all other acts, which may be necessary to give full effect to this Agreement.

36. Governing Law and Jurisdiction.

This Agreement shall be governed by Dutch law, regardless of the governing law or forum for resolving disputes between the User and Suppliers. The Courts of The Netherlands shall have exclusive jurisdiction on any dispute arising from or in connection with this Agreement.

37. Contract Formation.

THE USER'S USE OF THE WEBSITE AND ITS SERVICES INCLUDING THE APP IS GOVERNED BY THIS AGREEMENT WHICH THE USER SHOULD READ CAREFULLY BEFORE USING THE WEBSITE OR THE SERVICES OR APP. BY CLICKING THE "I AGREE" BUTTON IN THE REGISTRATION PROCESS, THE USER INDICATES THAT IT HAS READ AND UNDERSTOOD THIS AGREEMENT, AND THAT THE USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. BY ACCESING THE WEBSITE OR USING THE SERVICE OR APP THE USER IN ANY EVENT INDICATES ITS AGREEMENT TO BE BOUND BY THIS AGREEMENT, WHETHER IT IS A REGISTERED USER OR NOT. THIS AGREEMENT REPRESENTS A BINDING CONTRACT BETWEEN TRADEPLACE AND THE USER AND COMES INTO FORCE ON THE EFFECTIVE DATE. IF THE USER DOES NOT AGREE WITH THIS AGREEMENT, IT MUST NOT USE THE WEBSITE, THE SERVICES OR THE APP.

Version November 20th, 2014