JEWELBASE'S MEMBERSHIP TERMS AND CONDITIONS

 

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1.  These terms and conditions as amended from time to time and contained on our website at www.jewelbase.org  (“Terms”) govern the relationship between Camden Enterprise Limited, trading as “JewelBase”, a limited company registered in England under company number 01772006, whose registered address is Argyle House, 29-31 Euston Road, London, England, NW1 2SD (“we”, “us”, “our”); and the business customers who subscribe for our products and services (“you”, “your”).

 

2.  We provide a secure, trade-only, [business to business], digital platform to enable businesses in the jewellery trade to better source products and services (“Platform”).

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3.  Please read these Terms carefully before registering for an account to access the Platform (“Account”) and purchasing a subscription to the Platform (“Subscription”).

 

4.  By creating an Account and/or purchasing a Subscription, you agree that you have read and understood these Terms, and agree to comply with and be legally bound by these Terms.

 

 

Your access

5.  Access to the Platform is provided “as is” and on an “as available” basis.  We may alter, suspend or discontinue the Platform (or any part of it) at any time and without notice.  We will not be liable to you in any way if the Platform (or any part of it) is unavailable at any time and for any period.

 

6.  Whilst we will endeavour to provide updates to the Platform, we are under no obligation to provide any new material nor update current material or any services on the Platform.

 

7.  These Terms apply to business clients only. These Terms do not apply to individual consumers purchasing content or using the Platform for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

 

 

Account and Subscription

8.  The Platform will guide you through the process of setting up an Account and purchasing a Subscription.

 

9.  Before completing your purchase of a Subscription, you will be given the opportunity to review your order for the Subscription and amend it. Please ensure that you have checked your order carefully before submitting it.

 

10.  If, during the registration process, you provide us with incorrect or incomplete information (including any incorrect or incomplete information about you) please contact us as soon as possible. If we are unable to process your Subscription due to incorrect or incomplete information, we will contact you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time of our request, we will cancel your order for a Subscription and your Account will be cancelled. We will not be responsible for any delay in the availability of the Platform that results from you providing incorrect or incomplete information.

 

11.  No part of the Platform constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that we may, at our sole discretion, accept or reject. Our acknowledgement of receipt of your order does not mean that we have accepted it. Our acceptance is indicated by us sending you confirmation by email of your Subscription. Only once we have sent you confirmation will there be a legally binding contract between us and you.

 

12.  In the unlikely event that we do not accept or cannot fulfil your Subscription order for any reason, we will explain why in writing.  No payment will be taken under normal circumstances. If we have taken payment any such sums will be refunded to you. Any refunds will be issued to you as soon as possible, and in any event within 14 days.

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13.  We shall make available to you on these Terms the Platform and the Subscription for which you subscribe but if you choose not to access it or, for any reason not attributable to us, you are unable to do so, you will not be entitled to any refund.

 

14.  The Platform may include general information provided by us or third parties; any general information provided as part of the Platform, may not be suitable to your circumstances and should not be considered as a substitute for professional advice.

 

15.  Content appropriate to your Subscription will be available to you immediately from when we send you a subscription confirmation email for the duration of your Subscription, including any renewals, or until the Subscription is otherwise ended, on and subject to the following:

 

• in some limited circumstances, we may need to suspend the provision of the Platform (in full or in part) for one or more of the following reasons:

  • To fix technical problems or to make necessary minor technical changes;

  • To update the Platform to comply with relevant changes in the law or other regulatory requirements;

  • To make more significant changes to the Platform, as described above.

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• if we need to suspend availability of the Platform for any of the reasons we will try and inform you in advance of the suspension and explain why it is necessary (unless we need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Platform, in which case we will inform you as soon as reasonably possible after suspension). If the suspension lasts (or we tell you that it is going to last) for more than 4 weeks you may end the Subscription in accordance with these Terms.

 

 

Payment for Subscriptions

16.  Payment for Subscriptions must always be made in advance.  Your chosen payment method will be charged when we process your order and send you a Subscription confirmation.

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17.  We accept the following methods of payment on the Platform:

Standing Order

BACs

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18.  If you do not make any payment due to us on time, we will suspend your access to the Platform and may cancel your Subscription. Any outstanding sums due to us will remain due and payable.

 

19.  If you believe that we have charged you an incorrect amount, please contact us at XX as soon as reasonably possible to let us know.

 

 

Changes to Pricing and the Platform

20.  We may from time to time change our prices. Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription. We will inform you of any change in price in writing at least 14 days before the change is due to take effect.

 

21.  We make all reasonable efforts to ensure that all prices shown on our Platform are correct at the time of going online. All pricing information is reviewed and updated periodically.

 

22.  Prices on our Platform are shown exclusive of VAT.

 

23.  Where any updates are made to the Platform, it will continue to match the Subscription you purchased. Please note that this does not prevent us from enhancing the Platform or any Subscription, thereby going beyond the original description.

 

24.  We make all reasonable efforts to ensure that all prices shown on our Platform are correct at the time of going online.

 

25.  It is your responsibility to make any and all arrangements necessary in order to access the Platform.

 

 

Reviews, comments, communications and other content

26.  You and other users of the Platform may post reviews, comments and other content; send communications; and submit suggestions, ideas, comments, questions or other information, as long as the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam".

 

27. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content. We reserve the right to remove or edit such content. If you believe that any content on or advertised for sale on the Platform contains an inappropriate or defamatory statement, or that your intellectual property rights are being infringed by an item or information on the Platform, please notify us.

 

28. If you post reviews, comments, customer questions or answers, or other content generated by you for display on the Platform (including any images, video or audio, all together "content"), you grant us:

    (a) a non-exclusive, royalty-free licence to use, reproduce, publish, make available, translate and modify such content including the right to sublicense these rights to third parties; and

 

    (b) the right to use the name that you submit in connection with such content.

 

    (c) No moral rights are transferred by this provision.

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29. You represent and warrant that you own or otherwise control all of the rights to the content that you post, and that, as at the date that the content or material is posted:

    (a) the content and material is accurate; and

 

    (b) use of the content and material you supply does not breach any third-party intellectual property rights, applicable policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory).

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    (c) You agree to indemnify us for all claims brought by a third party against us arising out of or in connection with the content and material you supply.

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30. In addition, we may provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, product, and content of all of these or any other third parties.

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31. When other users sell their products or services on the Platform, we are neither the buyer nor the seller of such seller's items. We provide a service for sellers and buyers to negotiate and complete transactions via the Platform. Accordingly, the contract formed at the completion of a sale for these third-party products is solely between buyer and seller. We are not a party to this contract, nor do we assume any responsibility arising out of or in connection with it nor are we the seller's agent.

 

32. The seller is responsible for the sale of the products and for dealing with any buyer claims or any other issue arising out of or in connection with the contract between the buyer and seller.

 

 

Licence

33. We and any of our licensors own and reserve all intellectual property rights in the Platform (including, but not limited to, all copyright), and you agree that you will not do anything to infringe or prejudice those rights.

 

34. We own (and retain) all intellectual property rights (at all times throughout the world) in the Platform but when you purchase a Subscription to access the Platform and subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform.

 

35. Other than under clause 34 the licence granted does not give you any rights in our Platform (including any material that we may licence from third parties) including but not limited to any use of data mining, robots, or similar data gathering and extraction tools. This licence does not include the right to download or copy account information for the benefit of another merchant; or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).

 

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All rights not expressly granted to you in these Terms are reserved and retained by us or our licensors, suppliers, publishers, rights holders, or other content providers. Nothing may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or use framing techniques to enclose any trademark, logo or other proprietary information without our express written consent.

 

 

Obligations

36. Unless otherwise expressly permitted by us in writing, you may not:

• sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer the Platform or the materials on it in whole or in part, or as a component of any other product or service;

• use the Platform or the materials on them to create any derivative works or competitive products;

• allow any third parties to access, use or benefit from the Platform or materials on it in any way;

• use any programmatic, scripted or other mechanical means to access the Platform or the materials on it; or

• share your password or login details with anyone.

 

 

Termination

37. You may cancel your Subscription at any time. However, subject to clause 38 and 41 below, we cannot offer any refunds and you will continue to have access to the Platform for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), whereupon our contract will end.

 

38. If you purchase a Subscription by mistake (or allow your Subscription to renew by mistake (where relevant)), please inform us as soon as possible and do not attempt to access the Platform. Provided you have not accessed the Platform since the start date (or renewal date, as appropriate) of the Subscription we will be able to cancel the Subscription and issue a full refund.  If you have accessed the Platform once the Subscription has started, we will not be able to offer any refund and you will continue to have access to the Platform for the remainder of the Subscription (up until the renewal or expiry date, as applicable).

 

39. If you wish to exercise your right to cancel you may inform us of your cancellation in any way you wish. Cancellation by email or by post is effective from the date on which you send us your message. In each case, providing us with your name, address, email address, telephone number, and Subscription ID. We may ask you why you have chosen to cancel and may use any answers you provide to improve our content and services, however, please note that you are under no obligation to provide any details if you do not wish to.

 

40. Refunds under clause 38 when due will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform us that you wish to cancel. Any refunds will be made using the same payment method that you used when purchasing your Subscription unless you specifically request that we make a refund using a different method.

 

41. You may end the contract with us if:

    (a) we have informed you of a forthcoming material change to your Subscription or these Terms that you do not agree to. In such circumstances we will only issue you with a refund if the changes are to be made within 14 days of the date of your subscription being taken out. Your Subscription will end immediately, and you will have no access to the Platform.

 

    (b) If we have suspended availability of the Platform for more than four weeks, or we have informed you that we are going to suspend availability for more than four weeks, you may end the contract immediately. In such circumstances we will only issue you with a refund if the changes are to be made within 14 days of the date of your subscription being taken out. Your Subscription will end immediately, and you will have no access to the Platform.

 

    (c) If availability of the Platform will be significantly delayed because of events outside of our control, you may end the contract immediately. In such circumstances we will only issue you with a refund if the changes are to be made within 14 days of the date of your subscription being taken out. Your Subscription will end immediately, and you will have no access to the Platform.

 

    (d) You also have a legal right to end the contract at any time if we are in breach of it. You may also be entitled to a full or partial refund and compensation.

 

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42. If you wish to exercise your right to cancel under clause 41, you may inform us of your cancellation in any way you wish. Cancellation by email or by post is effective from the date on which you send us your message. In each case, providing us with your name, address, email address, telephone number, and Subscription ID. We may ask you why you have chosen to cancel and may use any answers you provide to improve our content and services, however, please note that you are under no obligation to provide any details if you do not wish to.

 

43. Refunds under clause 41 when due will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform us that you wish to cancel. Any refunds will be made using the same payment method that you used when purchasing your Subscription unless you specifically request that we make a refund using a different method.

 

44. We may terminate your Account and Subscription with immediate effect at any time if:

    (a) if you commit a material breach of these Terms which are not remedied within 30 days of receiving written notice of such breach;

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    (b) if you breach the license conditions in paragraphs 34 to 36;

 

    (c) if you are declared insolvent or bankrupt;

 

    (d) if a winding-up, administration or freezing order is made against you and not dismissed within 90 days to declare you bankrupt and/or for a reorganisation under the bankruptcy law or any similar statute; or

 

    (e) if a trustee in bankruptcy or a receiver or similar entity is appointed for you.

 

 

Our Liability

45. We make no representations or warranties to you of any kind, express or implied, as to the operation of the Platform, information or materials included on the Platform other than as set out under these Terms.

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46. Subject to clause 48, we are not responsible for any loss, damage or cost resulting from any decisions that are made in reliance on the Platform, including without limitation   legal, compliance and/or risk management decisions. You agree that you use the Platform at your own risk in these respects.

 

47. Subject to clause 48, we will not be liable to you, whether in contract, tort (including  without limitation any negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business,  for any loss of business opportunity or loss of anticipated savings, or for any indirect or consequential loss arising out of or in connection with any contract between you and us.

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48. Subject to clause 49, our total liability to you for all other losses arising out of or in connection with any contract between you and us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £100 or 100% of the total sums paid by you to us for the Subscription, whichever is the greater sum.

 

49. Nothing in these Terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors), for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot be excluded or restricted by law.

 

 

Force Majeure

50. We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other similar or dissimilar event or circumstance that is beyond our reasonable control.

 

51. If any event described under clause Error! Reference source not found. occurs that is likely to adversely affect our performance of any of our obligations under these Terms:

    (a) We will inform you as soon as is reasonably possible;

 

    (b) We will take all reasonable steps to minimise the delay;

 

    (c) To the extent that we cannot minimise the delay, our affected obligations under these Terms (and therefore the contract) will be suspended and any time limits that we are bound by will be extended accordingly;

 

    (d) We will inform you when the event outside of our control is over and provide details of any new dates, times or availability of the Platform as necessary;

 

    (e) If the event outside of our control continues for more than 4 weeks, we will cancel the contract and Subscription and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the contract and Subscription is cancelled and will be made using the same payment method that you used when ordering your Subscription.

 

 

Data submitted by you:

52. In using the Platform, you must ensure any data or information you submit or send:

    (a) is accurate (where it states facts);

 

    (b) is genuinely held (where it states opinions);

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    (c) complies with applicable law in any country from which it is posted, and that you have all necessary permissions to place such information (including personal information) on the Platform.

 

    (d) Privacy is important to us. You agree and understand that we may process your personal information in accordance with our privacy policy available here, as amended from time to time.

 

    (e) We use cookies on our site in accordance with our cookie policy available here, as amended from time to time.

 

 

Communication

53. If you wish to contact us with general questions or complaints, you may contact us by:

 

    (a) Telephone 020 7278 5757;

 

    (b) Email at mgarner@centa.co.uk; or

 

    (c) Post at Argyle House, 29-31 Euston Road, London, England, NW1 2SD.

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54. For contractual purposes, you agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.

 

 

Changes to these Terms:

55. We may post changes to these Terms via the Platform from time to time, and such changes shall be effective from the next time you use the Platform.

 

 

Transfer and Assignment

56. We may transfer or assign our obligations and rights under these Terms (and under the contract, as applicable) to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights under these Terms (and the contract) will not be affected and our obligations under these Terms (and the contract) will be transferred to the third party who will remain bound by them.

 

57. You may not transfer (assign) your obligations and rights under these Terms (and under the contract, as applicable) without our express prior written consent.

 

 

Binding Effect

58. These Terms shall be binding upon, and shall enure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.

 

 

Third Party Rights

59. These Terms and our contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

 

 

Entire Agreement

60. These Terms constitute the entire agreement between us and you with respect to your purchase of a Subscription from us.  You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

 

 

Severability

61. If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall remain valid and enforceable and shall continue to be given full force and effect.

 

 

Waiver

62. No failure or delay by us in exercising any of our rights under these Terms mean that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.

 

 

Governing Law and Jurisdiction

63. These Terms and any dispute or claim (whether contractual or otherwise) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

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64. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or otherwise) arising out of or in connection with these Terms or its subject matter or formation.