Content:

Seller Service Agreement

Effective as of: 5 April 2021

1. Introduction

This service agreement and all policies and additional terms posted on and in our sites, set out the terms on which MEMIDOS offers you access to and use of our applications, tools and services (collectively “Services”)

The entity you are contracting with is: MEMIDOS Aps, Aavej 33, DK-5856 Ryslinge, VAT number: DK42255327

2. About MEMIDOS

MEMIDOS is a platform that allow businesses to offer, sell and buy all kinds of new materials, products, parts, tools and machinery. The actual contract for sale is directly between the seller and buyer. MEMIDOS is not a party to the transaction, and it is not a seller, dealer or distributor.

Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes, MEMIDOS has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

3. Using MEMIDOS

The Services you subscribe to as a seller depends on your Membership Plan. In connection with using or accessing our Services you agree to comply with this Service Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

  • post any second hand or used materials, products, parts, tools or machinery with the exemption of demo models that are still covered by the seller’s normal warranty.
  • post any materials, products, parts, tools or machinery with a warranty period at less 12 months with the exemption of products that can be categorized as spare parts, wearing parts or consumables or with the prior express permission of MEMIDOS;
  • post, list or upload content or items in inappropriate categories or areas on our sites;
  • breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
  • use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
  • fail to deliver items sold by you, unless you have a valid reason as set out in an MEMIDOS policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
  • manipulate the price of any item or interfere with any other seller’s listings;
  • post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
  • take any action that may undermine the feedback or ratings systems (our Feedback policies);
  • transfer your MEMIDOS account (including Feedback) and user ID to another party without our consent;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm MEMIDOS or the interests or property of users;
  • use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of MEMIDOS;
  • interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
  • infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to MEMIDOS. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to MEMIDOS or someone else;
  • infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
  • commercialize any MEMIDOS application or any information or software associated with such application, except with the prior express permission of MEMIDOS;
  • harvest or otherwise collect information about users without their consent; or
  • circumvent any technical measures used to provide our Services.

If we believe you are abusing MEMIDOS and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

If we believe you are violating our policies prohibiting Offers to buy or sell outside of MEMIDOS, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you as a seller offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of MEMIDOS, you may be liable to pay a selling fee applicable to that item, even if the item does not sell.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

4. Fees and Taxes

The fees we charge for using our Services are listed on our Selling Fee and Price List. We may change our seller fees from time to time by posting the changes on the MEMIDOS site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

As a seller, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of MEMIDOS. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of MEMIDOS, you may be liable to pay a selling fee applicable to that item, even if the item doesn’t sell, given your usage of our Services for the introduction to a buyer.

In any jurisdiction where MEMIDOS has an obligation to collect sales taxes on sales you make using our Services, we may collect such sales taxes from you by setting of from the payments we handle for you or via any other means available to us.

Membership fees and Selling fees don’t purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

5. Listing Conditions

When listing a product for sale on our Services, you agree that:

  • You authorise MEMIDOS to sell the listed product(s) and receive payment on your behalf. You acknowledge that the ownership of a product is transferred to the customer when MEMIDOS has received the full payment for the product.
  • You assume full responsibility for the product offered and the accuracy and content of the listing,
  • Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). MEMIDOS can’t guarantee exact listing duration,
  • The content you provide complies with all MEMIDOS policies,
  • Content that violates any of MEMIDOS’ policies may be modified, obfuscated or deleted at MEMIDOS’ sole discretion,
  • We may revise product data associated with listings to supplement, remove, or correct information,
  • We strive to create a platform where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
    • buyer’s location, search query, browsing site, and history;
    • products’ location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
    • seller’s history, including listing practices, Seller Ratings, Feedback
    • number of listings matching the buyer’s query,
  • To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer,
  • tags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results,
  • We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers,
  • You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. MEMIDOS has no responsibility or liability for the safety or performance of any product that you list or sell through the Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product you list or sell through the Services.

6. International Selling

Our Services are accessible internationally. We may offer certain programs, tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers are responsible for complying with all laws and regulations applicable to the international sale and shipment of items.

You authorize us to use automated tools to translate your MEMIDOS content and member-to-member communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed.

7. Content and Marketing

When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against MEMIDOS, our affiliates, our assignees, our sublicensees, and their assignees in connection with our, those affiliates, those assignees’, and those sublicensees’ use of that content in connection with our provision, expansion, and promotion of our Services.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this Service Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this Service Agreement, does not and will not infringe any Intellectual Property Rights of any third party. MEMIDOS takes no responsibility and assumes no liability for any content provided by you or any third party.

The name “MEMIDOS” and other MEMIDOS marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of MEMIDOS in Denmark and other countries. They may not be used without the express written prior permission of MEMIDOS.

8. Authorization to Contact You; Recording Calls; Analyzing Message Content

MEMIDOS may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this Service Agreement, our policies, applicable law, or any other agreement we may have with you. MEMIDOS may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions). Our collection, use, disclosure, retention, and protection of your personal information is governed by our Privacy Policy.

MEMIDOS’s automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of the MEMIDOS Service Agreement, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. MEMIDOS may store message contents, including to conduct this scanning and analysis.

Privacy of Others; Marketing

If MEMIDOS provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to our Services. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

9. Cancellation, Return and Refund

You (as seller) can create rules for cancellation, return and refunds under certain circumstances. For all new sellers, MEMIDOS has set a default set of rules. Sellers can customize their Cancellation, Return and Refund Policy by consulting MEMIDOS.

When an item is cancelled or returned, you (as seller) authorize MEMIDOS to refund the buyer and sett of the amount from your account with us.

  • You (as seller) will send the return shipping label to the buyer through the MEMIDOS message system.
  • The cost of return shipping is the seller’s responsibility.
  • You (as seller) will pay all direct transaction, transfer or credit card cost for selling and refunding the returned product plus an admin fee, as per our Selling Fee and Price List

10. Managed Payments

MEMIDOS is offering a number of different payment options to the buyer. Some of the payment options like e.g. credit card payment is through third party payment processors. The payments for the sale of your products are done to our client account and registered at your account with MEMIDOS.

The pay-out to you (as seller) is done on a monthly basis for products that has been sold and delivered. The pay-out for products that has been sold and delivered in a respective month (offset with threshold period of 9 days) will be paid on the 14. Day in following month.

MEMIDOS Selling Fee plus other fee’s and expenses according to this Service Agreement and our Selling Fee and Price List will be deducted from the pay-out.

It is the responsibility of the Seller to provide correct bank account details to MEMIDOS for the pay-out.

The Selling Fee is calculated per order. The invoice for the selling fee can be downloaded from the order section in the Store Manager at www.memidos.com.

11. Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Order update and other notification functionality in MEMIDOS’ applications may not occur in real time. Such functionality is subject to delays beyond MEMIDOS’ control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, in no event will MEMIDOS (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or MEMIDOS was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • the content you provide (directly or indirectly) using our Services;
  • your use of or your inability to use our Services;
  • pricing, shipping, format, or other guidance provided by MEMIDOS;
  • delays or disruptions in our Services;
  • viruses or other malicious software obtained by accessing or linking to our Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Services;
  • damage to your hardware device from the use of any MEMIDOS Service;
  • the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
  • a suspension or other action taken with respect to your account or breach of the Abusing MEMIDOS Section above;
  • the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or
  • your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Service Agreement or our policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (b) €100.

12. Release

If you have a dispute with one or more users, you release MEMIDOS (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

13. Indemnity

You will indemnify and hold MEMIDOS (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Service Agreement, your improper use of our Services or your breach of any law or the rights of a third party.

14. Force Majeure

MEMIDOS shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the services or systems due to the following reasons: (i) system shut-down for maintenance; (ii) inability to transmit data due to failures in communications terminals or telecommunications equipment; (iii) systems failure and inability to perform its functions) due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labour strikes, shortage of labor or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or (iv) suspension or delay of services or systems failure due to reasons beyond the reasonable control of MEMIDOS such as hacker or cyber attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

15. Legal Disputes

This Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of Denmark, without regard to conflict of law principles, and shall be subject to the exclusive jurisdiction of the courts located in Copenhagen, Denmark, and each party consents to the exclusive personal jurisdiction and venue of such courts. The language of the courts will be English.

16. General

Except as otherwise provided in this Service Agreement, if any provision of this Service Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this Service Agreement, and in such event, we will post notice on www.memidos.com.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Service Agreement.

We may amend this Service Agreement at any time by posting the amended terms on www.memidos.com. Our right to amend the Service Agreement includes the right to modify, add to, or remove terms in the Service Agreement. We will provide you 30 days’ notice by posting the amended terms. Additionally, we will notify you through the MEMIDOS Message System and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the Service Agreement through an electronic click-through. This Service Agreement may not otherwise be amended except through mutual agreement by you and a MEMIDOS representative who intends to amend this Service Agreement and is duly authorized to agree to such an amendment.

Without limiting MEMIDOS’ ability to refuse, modify, or terminate all or part of our Services, MEMIDOS may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.

The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on www.memidos.com.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this Service Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Service Agreement.

The Service Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and MEMIDOS, and supersede all prior understandings and agreements of the parties.