User agreement

User’s Agreement (version of 2018-08-08)

1. Application of the User's Agreement

1.1. This agreement is concluded between “UAB “Nextrade” (the data is stored in the register of legal persons of the Republic of Lithuania, the code of legal person: 304584655, VAT identification number: LT100011266715, the address of the registered office: Kalvarijų g. 300, LT-08318 Vilnius, Lithuania, e-mail: info@agroclear.com) (hereinafter referred to as “the Company”) and you (hereinafter referred to as “the User”) (the Company and the User shall be collectively referred to as “the Parties” and individually as the “the Party”) regulating the use of the Internet Portal www.agroclear.com (hereinafter referred to as “the Portal”) containing the information system and the data base dedicated to the search and selection of Sellers and Buyers.
1.2. By accessing and using the Portal you confirm that you have familiarised yourself thoroughly and closely with the terms of this User agreement, the Rules and the Privacy policy and that you have understood them and agree with them, and that you undertake to follow them. If you disagree to unconditionally and irrevocably adhere and accept all the obligations established in this User agreement, the Rules and the Privacy policy, you do not have the right to use the Portal. The Rules and the Privacy policy are published in the Portal.
1.3. This User’s agreement shall establish the legal relations between the Company and the User as well as the rights, duties and responsibilities of the Users.

2. Definitions

2.1. ‘Rules’ means the Rules concerning the use of the Portal (version of 01-03-2018).
2.2. ‘personal data protection rules’ means personal data protection rules of the Company.
2.3. ‘application’ means a User’s request/order to perform a search in the Portal for (a) Seller(s) and/or Buyer(s) meeting the requirements indicated by a User and an order to draft a contract for the sale of goods with the person or persons corresponding with the information indicated by a User. The definition of an application used in this User’s Agreement corresponds with the definition of a publication.
2.4. ‘transaction’ means an agreement concluded between a Seller and a Buyer via the Portal to conclude a contract for the sale of goods under the conditions set out in the applications of a Seller and a Buyer and/or their agreed essential conditions for a contract for the sale of goods. The transaction shall capture the moment of the provision of services to the User by the Company. The submission of the application in the Portal shall be considered as the User’s order to conclude a transaction.
2.5. ‘contract for the sale of goods’ means a contract for the sale concluded between a Seller and a Buyer with the means of the Portal in accordance with which a Seller undertakes to transfer goods and a Buyer undertakes to accept goods and pay the specified price for them.
2.6. ‘service’ means the service of provision of information by the Company to the User on the Seller(s) and/or Buyer(s) meeting the requirements indicated by the User and the service of search and selection of Seller(s) and Buyer(s) in the Portal as well as the automated service of the drafting the contract for the sale of goods.
2.7. Privacy policy means the privacy policy of the Company.
2.8. The other concepts used in this User’s Agreement which are not separately defined shall be given the meaning of the definitions referred to in the Rules.

3. General Provisions

3.1. The Company shall not participate in any way in the transactions and/or the contracts for the sale of goods or any other relations concerning the goods and/or services offered in the Portal (as an intermediary, authorised person or representative or by other means). The Company shall not be the User’s agent, representative, intermediary, etc. The Company shall provide the service (as it is defined in this User’s Agreement) exclusively to the Users of the Portal for an agreed charge.
3.2. Any publication of information and/or making it publicly available in the Portal shall not be considered an offer by the Company to conclude a transaction.
3.3. All the intellectual rights to the Portal and its content, including copyright, industrial property rights, company names, know-how and commercial and industrial confidentiality belong to the Company in the broadest possible terms, authorised by law or the Company lawfully uses the rights granted by third parties.
3.4. By using the Portal and/or by providing, entering or sending any information or data by other means to the Portal the User transfers the following exceptional rights to the Company to the following works, information and/or data free of charge, for an unlimited time and in an unlimited territory:
3.4.1. the rights of reproduction, release, publication, making publicly available and distribute through sale, lease, lending or other transfer of ownership;
3.4.2. the rights of modifying or adapting and creating the derivative works from the information provided by the User;
3.4.3. access right to the provided data by any means, for any purpose or in any form.

4. The subject-matter of the User's Agreement

4.1. The Company shall provide information to the User on the Sellers and/or Buyers meeting the requirements indicated by the User and shall provide the search services in the Portal as well as the automated services of the drafting of contract for the sale of goods, whilst the User shall undertake to pay for the services provided.

5. Procedures for the provision of services

5.1. The services shall be provided to the User after logging in to the Portal in accordance with the procedures laid down in the Rules of the Portal and after the User completes and confirms an application in the Portal.
5.2. The moment of the provision of the services shall be considered when the Buyer and the Seller from the Portal confirm each other and the Portal drafts a contract for the sale of goods accordingly by automatic means which is provided to the User in the Portal and sent to the e-mail address supplied by the User at the time of registration.
5.3. Each Seller’s and/or Buyer’s search result which meets the criteria, indicated in the application and which is selected by the User and afterwards approved by the Seller and/or Buyer of the other Party together with the draft contract for the sale of goods shall be considered one rendered service which shall be remunerated in accordance with the fee referred to in paragraph 6.1 of the User’s Agreement.
5.4. The User shall not have the right to refuse the services that were provided. The User’s obligation to pay for the services provided by the Company shall not depend on whether the Seller and/or Buyer selected by the User has concluded the contract for the sale of goods and on whether the Seller and/or Buyer fulfilled the contract for the sale of goods (if it was concluded).

6. The cost and terms of payment

6.1. The User shall pay a commission fee for each service provided to the User, which is calculated on the basis of the volume of the transaction with VAT. The valid commission fee rate which is applicable shall be indicated in the Portal.
6.2. The User who has submitted the application shall pay the commission fee. With exception to the case where another counterparty approved the application but did not conclude the contract for the sale of goods, in such case the latter counterparty shall pay the commission fee for the services provided.
6.3. The User shall pay the Company for the services provided not later than 7 (seven) days after the submission of VAT invoice.
6.4. The User shall issue the VAT invoice to the User for the settlement of the services provided. The VAT invoices shall be presented via e-mail supplied by the User and the printed VAT invoices shall not be sent via post to the User.
6.5. Failure to pay on time in accordance with the VAT invoices that were issued the User shall pay the Company, for each day of delay, 0.02% interest which is calculated from the outstanding amount for the services.
6.6. The amount paid by the User shall be first intended to cover the penalties, afterwards to cover the incurred losses and lastly to cover the costs of the services.

7. The User’s responsibilities

7.1. The User shall undertake:
7.1.1. To provide only correct data and information in the application;
7.1.2. To ensure that data and information supplied in the application or when using the Portal:
7.1.2.1. is not misguiding or incorrect;
7.1.2.2. does not infringe the property or personal rights of third parties (including the rights to intellectual property);
7.1.2.3. does not infringe the legislative requirements (including the consumer rights protection or the legislation regulating the competition as well as the rules on import and export);
7.1.2.4. is not contrary to public policy and morality;
7.1.2.5. does not contain viruses or other computer programs or files which may disturb the normal operation of the Portal and/or functioning of services, that would be downloaded to the Users’ computers and would harm the User or his/her property, prevent the User from using the Portal and the User’s computer;
7.1.2.6. does not advertise and disclose information mentioning third parties which, directly or indirectly, compete with the Company or the goods and/or services of such persons as well as links to such persons and/or products.
7.1.3. Not to use the Portal and/or the services for unlawful actions or transactions or fraud.
7.1.4. To pay in due time to the Company for the services provided in accordance with the conditions and procedures referred to in this User’s Agreement.
7.1.5. To assign a responsible person for the communication with the Company for all matters arising from this User’s Agreement (in case where the User is a legal person).
7.1.6. To ensure that where the User is a natural person the User’s account is used only personally by the User or where the User is a legal person it is used only by natural persons authorised by the User, who have the right to enter into transactions on behalf of the User. All the actions performed by the authorised persons collectively or individually when using the Portal shall be considered to have been made by the User and shall be binding and enforceable.
7.1.7. Following a request by the Company to immediately supply the documents proving the right of the authorised person to conclude the User’s agreements on behalf of the User and other required data related to the User.
7.1.8. To immediately inform the Company on the change of the authorised person and/or on the restrictions and/or loss of the right to act on behalf of the User.
7.2. The User shall compensate for the losses incurred by the Company in all the cases of infringement of obligations referred to in paragraph 7.1 of the User’s Agreement.

8. The obligations of the Company

8.1. The Company shall undertake:
8.1.1. In case of the Portal malfunctions to start eliminating them within the time limits indicated in the Rules.
8.1.2. To consult the User free of charge about matters concerning the use of the Portal.
8.1.3. To assign a responsible person when communicating with the User on the matters concerning the use of the Portal.
8.2. The Company shall have the right, at its discretion, to limit or terminate the User’s right or possibility to use the Portal, including change any information submitted by the User to the Portal, delete the User’s account and prohibit the User to re-register in the Portal, if the User:
8.2.1. Infringes this User’s Agreement and/or the Rules and/or does not comply with his/her obligations, laid down in this User’s Agreement and/or the Rules.
8.2.2. Has submitted information which is incorrect, incomplete and/or misleading at the registration or when using the Portal.
8.2.3. Is disseminating misguiding or incorrect information, knowingly and intentionally, insulting other persons or, in the opinion of the Company, behaves in other improper manner.
8.3. The Company shall have the right (but not an obligation) to monitor the User’s actions in the Portal, including to monitor the User’s application. With the use of legal measures the Company shall have the right to investigate any infringements of this User’s Agreement and/or the Rules.
8.4. The Company shall have the right to delete the User’s application from the Portal at any time, at its discretion, or any other information supplied by the User, if it infringes this User’s Agreement and/or the Rules, existing legislation or if it is contrary to morality.
8.5. The Parties agree that the Company shall have the right to suspend and/or terminate the Portal’s operation at any time without any advance notification.
8.6. The Company shall have the right to publish any information of its own or third parties, including the persons competing with the User, with exception to the information which publication is prohibited by the legislation in force.

9. The delimitation of responsibilities

9.1. The User agrees that the Company is not and shall not be responsible for the malfunctions of the Portal and/or the services resulting in losses or damages to the User or third parties.
9.2. The Company shall not be responsible for the quality, amount, etc. of the goods sold and acquired through the use of the Portal and/or the services and the Company shall not give any guarantees for goods.
9.3. The User understands and agrees with the fact that the Portal and/or the services shall be provided without any endorsements or guarantees on behalf of the Company in terms of operation of the Portal and the proper and timely provision of the services, without any malfunctions, qualitatively, to their full extent or that it will not cause any negative consequences for the User or third parties. The Company is not and shall not be responsible for the discrepancies, inaccuracy or falseness of the information in the Portal resulting in any negative consequences for the User or third parties.
9.4. The Company shall not be held responsible for the damages and/or losses which may be incurred by the User when using the Portal and/or the services, and when sending, publishing or transferring the information by other means or making any information publicly available.
9.5. The User understands and agrees that the Portal will never be responsible for all and any own acts or omission for any reasons related to the use of the Portal by the User and/or the services as well as the compliance with this User’s Agreement. The User shall undertake all responsibility for the compensation for any loss or damage suffered by the User of third parties through any use of the Portal or the services or any information contained therein.
9.6. The User shall undertake to ensure that no liability, obligation to pay, compensation or reparation for any losses, damages or other expenses resulting from the use of the Portal and/or the services by the User would arise to the Portal. The User shall undertake to indemnify all losses to the Company incurred as a result of the use of the Portal and/or the services by the User.
9.7. The User understands and agrees with the fact that the Company is not and shall not be responsible for the services that were not provided to the User or were provided not in a timely manner, whether or not it was caused by the fault of the Portal or the third parties, including, but not limited to, the internet, mobile and e-mail services providers.
9.8. The Portal’s responsibility to the User and third parties, arising from this User’s Agreement and the Rules shall be limited only to the compensation of direct damages and the maximum amount of 100 EUR (one hundred euros).

10. The duration of the User's Agreement

10.1. The User’s Agreement shall enter into force from the date on which it was concluded and remain valid until the Parties or one of the Parties cancels it. The Parties agree that the conclusion of this User’s Agreement by electronic means shall be considered appropriate. The User shall express his/her agreement with the User’s Agreement by clicking on “Accept”.
10.2. The Portal may change the conditions of this User’s Agreement unilaterally, including the service fees, establish an additional fee for the services provided as well as establish their payment procedure. The Company shall inform the User about any changes to the conditions of this User’s Agreement, including the service fees, and/or additional fees and their payment procedure not later than 30 days in advance. The Company shall inform the User about the changes to the User’s Agreement by publishing it in the Portal and via e-mail. If the User disagrees with the changes to the conditions of this User’s Agreement, including the change to the service fees, and/or additional fees and their payment procedure, the User has the right to terminate this User’s Agreement by informing the Company of the termination not later than 7 days prior to the termination of the User’s Agreement.
10.3. The Company may immediately terminate this User’s Agreement unilaterally or suspend the provision of services for an unlimited time, if the User infringes at least one of the obligations referred to in paragraph 7.1. In such case the User shall be informed of the termination of the User’s Agreement or the suspension of the provision of services via e-mail or by publishing it in the Portal.
10.4. The termination of the User’s Agreement shall not exclude the User from the obligation to pay the Company for the services provided under this User’s Agreement.

11. Force majeure

11.1. The Parties shall be exempt from total or partial obligation for failure to comply with their obligations under this User’s Agreement or their improper performance, in case it was done as a result of force majeure, in particular, natural disasters, war, strikes or mass riots and the Portal malfunctions which the Parties may not have predicted nor addressed in legal and possible means.
11.2. The Party which justifies its failure to comply with its obligations or the improper performance of them as a result of force majeure, must inform the other Party in written immediately after it occurred and provide a document issued by a competent body confirming a case of force majeure.
11.3. After the end of the event of force majeure, the Party against whom they operated must immediately inform the other Party.
11.4. In a case of force majeure the fulfilment of commitments in accordance with this User’s Agreement shall be postponed as long as it is affected by this circumstance and its consequences.

12. Notifications

12.1. The Company shall send all notifications and communicate with the User using the contact details (e-mail) supplied at the registration data of the User’s Agreement and/or shall publish in the Portal.
12.2. The User shall send all inquiries and questions to the Company via the communications means and addresses indicated in the Portal under “Contacts”.

13. Other conditions

13.1. The Company shall have the right to make changes to the Portal without the User’s consent, to apply additional or different Portal security and User’s identification measures.
13.2. The User must use the services without prejudice to this User’s Agreement, the Rules, the Privacy policy and the legislative requirements of the Republic of Lithuania.
13.3. By signing this User’s Agreement the User agrees that the Company shall process his/her personal data in accordance with the purposes and order set in the Rules and Privacy policy to the extent required for the performance of this Agreement and provision of related services.

14. Final provisions

14.1. Any disputes between the parties arising from the conclusion and application of this User’s Agreement shall be resolved by negotiation. If the Parties are unable to agree it shall be settled in courts according to the location of the Company’s registered office in accordance with the law of the Republic of Lithuania.
14.2. The Portal shall be dedicated to and the Company shall provide the services exclusively to entrepreneurs aiming to enter into transactions and/or contracts for the sale of goods for the purposes of their trade, business, craft or profession.
14.3. The User does not have the right to transfer his/her rights and obligations arising from this User’s Agreement to third parties without a prior written consent by the Company. Any attempt by the User to transfer his/her rights, duties or obligations without a consent by the Company shall be deemed invalid.
14.4. The Company shall have the right to transfer its rights or obligations arising from this User’s Agreement to third parties without a consent by the User.
14.5. Declaration that any article or articles of this User’s Agreement is invalid, unlawful or inapplicable shall not declare void the User’s Agreement or the remaining articles of the User’s Agreement and Annexes to the User’s Agreement.

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