These Terms and Conditions are supplemented by:
- DeviceNetwork.com – Website Acceptable Use Policy
- DeviceNetwork.com – Terms of Website Use
- DeviceNetwork.com – LCD Buyback Term
- DeviceNetwork.com – Digital Services Terms
- DeviceNetwork.com – Inventory Sales Terms
- DeviceNetwork.com – Owner’s Guarantee and Indemnity
all of which are incorporated into and comprise the Terms.
- Our contract with You
- Your Obligations
- Initial Verification Process
- Marketplace Services
- Payment for Marketplace Services
- Third Party Services
- Marketplace Transactions between Members
- Limitation of our liability
- Information about us and how to contact us
- How we may use Your personal information
- Other important terms
1.1 When the following words with capital letters are used in the Terms, this is what they will mean:
- Account Management Service: a service provided by Us to all Standard, Premium and Enterprise Members to assist with Your use of the Services offered by Us.
- Authorised Users: Your employees, agents and independent contractors who are authorised by You and agreed by Us to use the Services, the Site, the B2B Portal and/or the Trading Platform.
- B2B Portal: the web-based platform available to Members on the Site through which the Services are accessed.
- Entry Member/Membership: Entry Membership is free and available on Registration subject to these Terms.
- Brand Guidelines: the guidelines for the use of Our Logo and Emblems available on the Site and in the downloads section of Our B2B Portal.
- Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- Buyer: A Member that purchases or offers to purchase Products or services from another Member.
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause.
- Credit Checking Service: a Third Party Service provided by Creditsafe Business Solutions Limited (Company No. 03836192) to offer an in depth credit checking system on any company that is a Standard, Premium or Enterprise Member.
- Digital Services: unlocking, flashing, network customisation, blacklist and other IMEI checking services and all other digital services provided by Us via the Site.
- Emblems: Our Standard Member and Premium Member emblems, as set out in the Brand Guidelines.
- Enterprise Member/Membership: [DETAILS TBC].
- Initial Verification Process: the process set out in clause 4.
- Inventory Sales: Your purchase of Goods from Us, subject to the Terms.
- LCD Buyback: purchase by Us of used LCD screens from You.
- Logos: Our brand logo, as set out in the Brand Guidelines.
- Marketplace Services: access to and use of the Site and the Trading Platform and any related additional services provided by Us including Third Party Services.
- Members: All of Entry, Standard, Premium and Enterprise Members.
- Other Services: LCD Buyback, Digital Services and Inventory Sales and any other services provided by Us.
- Owner’s Guarantee and Indemnity: the guarantee and indemnity entered into by the Owner as a condition of these Terms.
- Premium Member/Membership: is designed for larger trading companies, who pay the Subscription and have access to the relevant services specified on the Site, including the right to buy and sell via the Trading Platform.
- Products: all consumer electronic products including but not limited to mobile phones, personal computers, laptops, notebooks, tablets, games consoles, digital cameras, virtual reality products, related accessories, spare parts and data products.
- Registration: completion of the registration information on entering the Site.
- Standard Member/Membership: Standard Membership is designed for smaller retailers, who pay the Subscription and have access to the relevant services specified on the Site, including the right to buy via the Trading Platform.
- Seller: a Member that sells or offers to sell Products or services to another Member.
- Services: all services provided to You by Us, including but not limited to Marketplace Services and Other Services.
- Site: www.DeviceNetwork.com
- Subscription: the monthly or annual subscription payable for Standard, Premium and Enterprise Membership at the rates specified by Us from time to time.
- Third Party Service: the services provided by third party service suppliers.
- Trade Reference: a reference provided by a business who extends credit or otherwise has a business relationship with You
- Trading Platform: the online marketplace for Buyers and Sellers operated by Us using the Site and accessed through the B2B Portal.
- We/Our/Us: Device Network Ltd, Company No. 07854291, Units 1 & 2, The Old Dairy, Hazlemere Cross Roads, High Wycombe, Buckinghamshire, HP15 7LG. United Kingdom.
- You/Your: the business entity (sole trader, partnership or company) identified at Registration.
1.2 When We use the words "writing" or "written" in these Terms, this will include e-mail unless We say otherwise.
2. OUR CONTRACT WITH YOU
2.1 Please ensure that You read these Terms carefully before You submit Your Registration. If You think that there is a mistake, please contact Us to discuss.
2.2 These Terms will become binding on You and Us when You submit Your Registration at which point you become a Member and a contract will come into existence between You and Us.
2.3 You may nominate up to 10 Authorised Users when you submit Your Registration. The B2B Portal allows you to request additional Authorised Users from time to time. We will evaluate such request for additional Authorised Users and respond to You via the B2B Portal with approval or rejection of the request.
2.4 You shall ensure that the Authorised Users use the Services, the Site, the B2B Portal and the Trading Platform in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms.
2.5 We reserve the right to amend these Terms at any time by posting amended terms on the Site.
3. YOUR OBLIGATIONS
3.1 In relation to the Authorised Users, You undertake that each Authorised User shall keep a secure password for his use of the Services, the Site, the B2B Portal and the Trading Platform, that such password shall be changed no less frequently than once a month and that each Authorised User shall keep his password confidential;
3.2 You shall not and shall procure that Your Authorised Users shall not:
- carry out any act that would breach Our Website Acceptable Use Policy;
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, the Site, the B2B Portal or the Trading Platform in any form or media or by any means;
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services, the B2B Portal, the Site, or the Trading Platform;
- access all or any part of the Services, the Site, the B2B Portal or the Trading Platform in order to build a product or service which competes with the Services, the Site, or the Trading Platform; or
- permit anyone who is not an Authorised User to access the Services, the B2B Portal or the Trading Platform.
4. INITIAL VERIFICATION PROCESS
4.1 On completion of Your Registration, You may apply to upgrade from Entry Membership to Standard or Premium Membership by completing the Initial Verification Process.
4.2 You warrant that:
- the individual submitting the Registration on your behalf has the authority to bind You;
- where You trade as a limited company, the individual identified as the owner of the company in Your Registration is a person with significant control as defined by the Companies Act 2006 (Owner);
- the address used in the Registration process is the principal place of business of such entity; and
- all other information provided on Registration is true, accurate and complete.
4.3 You will be asked to provide Us with the details of two businesses who have agreed to provide a Trade Reference for You and You give us authority to contact those businesses on Your behalf.
4.4 Where You trade as a company, We may undertake a credit reference check on You, including but not limited to the Credit Checking Service. Where You trade as a sole trader or by way of a partnership or limited liability partnership, we reserve the right to request additional Trade References and/or ID documentation (Additional Verification) as necessary to satisfy our internal verification requirements.
4.5 Where we have not received satisfactory Trade References and (where relevant) Additional Verification after 7 days of requesting them, we will re-request them and will contact You with an update.
4.6 Where we have not received satisfactory Trade References and (where relevant) Additional Verification within 28 days of requesting them, Your application for Standard or Premium Membership will be deemed unsuccessful.
4.7 Where You trade as a company, it is a condition of Your upgrade to Standard or Premium membership that the Owner executes the Owner’s Guarantee and Indemnity.
4.8 On receipt of two satisfactory Trade References, a positive credit reference check and (where relevant) Additional Verification, Your upgrade to Standard or Premium Membership is complete and We will notify You to confirm this.
4.9 In order to protect our interests, We reserve the right to refuse to upgrade any Entry Member to Standard or Premium Membership for whatever reason and are not required to provide You with reasons for such refusal.
5.0 We reserve the right to carry out some or all of the Initial Verification Process, even if you do not apply to upgrade from Entry Membership to Standard or Premium Membership.
5. MARKETPLACE SERVICES
5.1 Subject to verification of company and user, Entry Members have access to Our Trading Platform and receive a free listing for Your business so other Members can find and contact You.
5.2 Standard, Premium and Enterprise Memberships are for a fixed period of 12 months (Term).
5.3 We will provide the Services to You during the Term but We reserve the right to determine the immediate, temporary or permanent withdrawal of Your right to use Our Site in accordance with our Acceptable usage policy.
5.4 We may have to suspend the Services if We have to deal with technical problems or to make improvements to the Services.
5.5 We will provide You with a designated Account Management Service as part of your membership on the Site.
6. PAYMENT FOR MARKETPLACE SERVICES
6.1 Standard and Premium Members must pay the Subscription annually or monthly in advance.
6.2 Monthly payments of the Subscription are due on the same day each month in advance.
6.3 The full Subscription is payable regardless of any purported cancellation or termination of Your Membership by You or any suspension of Services by Us under clause 6.3, clause 6.4 or otherwise.
6.4 A £50 administration fee will be charged to You on each occasion that you fail to make any payment on the date it is due.
7. THIRD PARTY SERVICES
7.1 The Credit Checking Service is a Third Party Service which will be provided directly from the Credit Checking Service provider to You via our Site.
7.2 If we offer credit reports on other companies we may charge you for access to using the Credit Checking Service.
8. MARKETPLACE TRANSACTIONS BETWEEN MEMBERS
8.1 You acknowledge and agree that We are an online marketplace for Buyers and Sellers of Products and services. We are not a party to any transactions between Members introduced via the Site or otherwise and do not act on behalf of the Seller or the Buyer. We do not act on an agency basis for Sellers or Buyers and do not receive a commission from any Members for transactions introduced and/or completed via the Site or otherwise.
8.2 By advertising or listing Products on the Site, You confirm that You have full legal title to the Products free from all liens, charges and encumbrances and that the Products are available for supply.
8.3 We have no control over the ability of a Seller to complete a sale of Products or the ability of a Buyer to complete a purchase of Products and shall not be liable in any circumstances if a transaction fails to complete or for any loss suffered by a Member in the course of any transaction with a Buyer or Seller.
8.4 Whilst We make every effort to verify those accepted for Membership, We draw Your attention to the possibility that some Members may enter the Site acting under false pretences. Before entering a transaction, You should take all reasonable steps to satisfy Yourselves that the other transacting party is legitimate. We will not accept liability for any reliance placed on any information provided by any of our employees, agents or consultants in respect of any Member.
8.5 You acknowledge that You assume any and all risks of purchasing Products or services from Members via the Site or otherwise including all liability for losses or harm of any kind resulting from the use of the Products or services.
8.6 You are solely responsible for negotiating and abiding by the terms and conditions of transactions made with other Members, including but not limited to payment, fees, taxes, insurance, returns, warranties, title, licences, fines, permits, storage and transportation.
8.7 You must not offer for sale to, sell to or buy from a Member any items via the Site or otherwise which are not within the definition of Products.
9. LIMITATION OF OUR LIABILITY
9.1 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
9.2 To the extent permitted by law, We exclude all conditions, warranties, representations or other terms which may apply to our Site or any content on it, whether express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose.
9.3 We will not be liable to any Member for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our Site; or
- use of or reliance on any content displayed on our Site.
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
9.4 We are not responsible or liable for the accuracy, propriety, lawfulness or truthfulness of the results of the Credit Checking Service and shall in no way be liable for any loss incurred as a result of Your reliance upon it.
9.5 We assume no responsibility for the content of websites linked on our Site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from Your use of them.
9.6 We are not responsible or liable for the accuracy or reliability of the listings, descriptions, availability, quality, safety, lawfulness or otherwise of the Products or services offered by Members for sale on the Site.
10.1 You shall indemnify Us (and Our affiliates, directors, officers, agents and employees) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us (or Our affiliates, directors, officers, agents and employees) arising out of or in connection with:
- Your use of the Services, the Site, the B2B Portal and/or the Trading Platform (including but not limited to the display of Your information on the Site);
- Your Authorised Users’ use of the Services, the Site, the B2B portal and/or the Trading Platform;
- Your dealings with other Members; or
- Your breach of any of these Terms.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. In addition, You may obtain Our Confidential Information as a result of accessing the Services, the Site, the B2B Portal and/or the Trading Platform. A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 You acknowledge that Our Confidential Information includes all details of the Services, the Site, the B2B Portal and the Trading Platform.
11.6 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
12. PROPRIETARY RIGHTS
12.1 You acknowledge and agree that We and/or Our licensors own all intellectual property rights in the Services, the Site, the B2B Portal and the Trading Platform. Except as expressly stated herein, this agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Site, the B2B Portal or the Trading Platform.
12.2 All Members may use Our Logo, subject to complying with Our Brand Guidelines.
12.3 Standard Members may use Our Standard Member Emblem and Premium Members may use Our Premium Member Emblem, subject to compliance with Our Brand Guidelines.
13. INFORMATION ABOUT US AND HOW TO CONTACT US
13.1 We are a company registered in England and Wales. Our company registration number is 07854291 and have our registered office at Units 1 ∓ 2, The Old Dairy, Hazlemere Cross Roads, High Wycombe, Buckinghamshire, HP15 7LG. United Kingdom.
13.2 If You have any questions or if You have any complaints, please contact Us. You can contact Us by telephoning Our customer service team at +44 (0)1494 717 960 or by e-mailing Us at firstname.lastname@example.org.
13.3 If You wish to contact Us in writing, or if any clause in these Terms requires You to give Us notice in writing (for example, to cancel the contract for services which We have started to provide), You can send this to Us by e-mail, by hand, or by pre-paid post to Device Network Ltd, Company No. 07854291, Units 1 & 2, The Old Dairy, Hazlemere Cross Roads, High Wycombe, Buckinghamshire, HP15 7LG. United Kingdom or email@example.com. We will confirm receipt of this by contacting You in writing. If We have to contact You or give You notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address You provide to Us in the Order.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
14.1 We will use the personal information You provide to Us to:
- provide the Services;
- process Your payment for Services; and
- inform You about similar products or services that We provide.
14.2 You agree that We may pass Your personal information to credit reference agencies and that they may keep a record of any search that they do.
14.3 You agree that We may pass Your personal information to Members of the Site throughout the world.
14.4 You agree We can display your contact details within our online directory.
15. OTHER IMPORTANT TERMS
15.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify You in writing if this happens, but this will not affect Your rights or Our obligations under these Terms.
15.2 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.3 If We fail to insist that You perform any of Your obligations under these Terms, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
15.4 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts.
15.5 Our use of the GSMA Device Check TM Logo is under licence from GSMA Ltd. (“GSMA”). GSMA is an independent third party to Us and as such neither the GSMA nor any of its affiliates or their respective agents, officers, directors, employees, information providers, licensors, licensees, contractors, sub-contractors or advisers shall be responsible or liable for any of Our acts or omissions.