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ReflowX General Terms and Conditions - Last Updated: 11-March-2024

These Terms and Conditions regulate the relationship between you and ReflowX FZ-LLC, a limited liability company incorporated under the laws of the Dubai Development Authority, and cover your use and access to the Platform and/or the Services.

Capitalised terms used in these Terms and Conditions have the meanings given to them in the definitions section at section 1 below.

By accessing and using the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions, as amended from time to time. These Terms and Conditions are applicable to all Users of the Platform. If you do not agree with these Terms and Conditions, you must stop using or accessing the Platform immediately. If you are using the Platform or accessing the Services on behalf of a third-party including, but not limited to, a business entity, you warrant that you are authorized and have the authority to bind that third party to these Terms and Conditions.

1. DEFINITIONS

In these Terms and Conditions, the terms listed below have the following meanings, regardless of whether they are used in the singular or the plural:

  1. Account: The section on ReflowX.com containing personal data and other details entered by the User or retrieved from the User’s account, created upon registering for the Service and administered by the User.

  2. Buyer: An individual or company that concludes a purchase contract with a Seller through ReflowX.com.

  3. Information: All information placed by ReflowX on ReflowX.com or made accessible through ReflowX.com.

  4. Intellectual Property Rights: All intellectual property rights and related rights, such as copyrights, trademark, patent, design, trade name, and database rights, as well as rights related to knowhow and performances on par with such rights.

  5. Item(s): One or more objects/listings/products/equipment that the Seller offers for sale or auction on ReflowX.com.

  6. Order Confirmation: Any or all written, displayed, or electronically transmitted confirmation orders message simultaneously sent to the Buyer and the Seller confirming the purchase of the Item(s) by the Buyer.

  7. Platform Fee: The share of the Price, as communicated by ReflowX on ReflowX.com, owed by the Seller to ReflowX for using the Service, in addition to any other fees for value-added services, invoiced as per the provisions in these Terms and Conditions.

  8. Price: The amount accepted by the User Buyer to be paid for an Item(s), excluding VAT if applicable, and excluding transportation/shipping costs, and any other taxes and/or duties.

  9. Privacy Policy: means ReflowX’s privacy practices in relation to the use of the Platform which is available at www.reflowx.com/privacy

  10. ReflowX, we , or us: ReflowX FZ-LLC, duly registered under the laws of the United Arab Emirates.

  11. ReflowX.com or Platform: ReflowX’s digital environment enabling Users to access the Service using a proprietary web solution, accessible online through www.ReflowX.com or other domains registered by or on behalf of ReflowX, including subdomains and mobile versions.

  12. Sale Agreement Confirmation: A contractual agreement that will be entered into between a Seller and a Buyer in relation to the sale of Item(s)simultaneously sent. to the Buyer and the Seller detailing the purchase of the Item(s) by the Buyer which is to be signed by both parties and considered a legally binding contract.

  13. Seller: An individual or company that uses the Service to sell Item(s) in connection with their trade, business, craft, or professional activities.

  14. Service: The services provided by ReflowX through ReflowX.com, for the provision and use of the technology that ReflowX has developed to facilitate the transactions between Sellers and Buyers, including the New and sSurplus Management and, detailed on ReflowX.com and in these Terms and Conditions, including the option for Sellers to sell Item(s) using an online digital portal as detailed on ReflowX.com and in these Terms and Conditions,.

  15. Successful Engagement: means the receipt of an Order Confirmation by the Seller and Buyer.

  16. Terms and Conditions: all of the terms, conditions and notices contained or referenced in this document (as amended from time to time) and all other ReflowX rules, policies available on the Platform (including but not limited to the Privacy Policy, guidelines and procedures that may be published from time to time on the Platform).

  17. Third Party Content: means any content that belongs to or originates from parties other than ReflowX or a User.

  18. User Material: Information on ReflowX.com provided by Users or made accessible by Users or ReflowX Management on behalf of Users.

  19. User, you and/or your: collectively any person, company, or organization that has visited or is using ReflowX.com. A User may be a Buyer, a Seller, both, or neither. A registered seller or buyer using the Internet portal.

2. APPLICABILITY OF AND AMENDMENTS TO THE TERMS AND CONDITIONS

  1. APPLICABILITY These Terms and Conditions govern every use of the Service or ReflowX.com. By using the Service and/or creating an Account, the User accepts these Terms and Conditions.

  2. AMENDMENTS ReflowX reserves the right to amend or supplement the Terms and Conditions at any time and at its sole discretion. Although ReflowX will use its best endeavours to notify Users of any amendment to the Terms and Conditions, ReflowX will not be required to provide Users with prior notification of such amendments or changes to the Terms and Conditions. The most up-to-date version of the Terms and Conditions can be found on ReflowX.com, labelled with a revision number.

  3. ACCEPTANCE OF AMENDMENTS Users’ continued use of the Platform and/or the Service after the publication date of a revised version of the Terms and Conditions constitutes their acceptance of its terms. Users not wishing to accept amendments must cease using the Service immediately and inform ReflowX via email.

3. FEES

  1. PLATFORM FEE In respect of each Successful Engagement, the Seller agrees to pay to ReflowX a Platform Fee equivalent to 6% of the Price.

    ReflowX shall issue an invoice to the Seller for the Platform Fee in connection with each Successful Engagement and such Platform Fee shall be due and payable to ReflowX within 15 calendar days of the date of the invoice.

    The Seller agrees and acknowledges that the Platform Fee shall be payable irrespective of whether the Seller has received the Price from the Buyer and that the Platform Fee is non-refundable.

    Sellers shall bear all applicable taxes (VAT), processing and/or banking transaction fees associated with any payment made to ReflowX.

  2. PRICE The Price shall be payable to the Seller by the Buyer directly in accordance with the payment terms specified in the Sale Agreement. Users therefore understand, agree and acknowledge that ReflowX shall not be responsible for the payment, collection or refund of the Price. Users hereby irrevocably release ReflowX from any liability as to any dispute arising between Users in connection with the Price.

4. GENERAL PROVISIONS

  1. SERVICE AND REFLOWX.COM FUNCTIONALITIES The Services are not intended for Users that are under the age of 18. Any registration by, use of, or access to, the Services by any person under 18 is unauthorized, unlicensed and in violation of these Terms and Conditions. By using the Services, you represent and warrant that you are at least 18 years old.

    The User accepts the Service and ReflowX.com are provided on an 'as-is basis'. ReflowX expressly disclaims any representations, warranties or guarantees of any kind, express or implied, including warranties of merchantability, fitness for any particular purpose, satisfactory purpose, or accuracy.

  2. SELLER-BUYER RELATIONSHIP Sellers and Buyers engage directly; ReflowX's role is facilitating the Service. The identity of the Seller is disclosed to the Buyer after lifting anonymity in accordance with the Privacy Policy.

    Users agree and understand that use of the Platform may not create a Successful Engagement between Sellers and Buyers. In order to create a Successful Engagement between a Seller and a Buyer, an Order Confirmation must be sent to the relevant Seller and Buyer. Following the receipt of the Order Confirmation, the Seller and Buyer are required to enter into a Sale Agreement (which is a contractual relationship directly between the Seller and the Buyer). Users acknowledge and agree that ReflowX is not a party to any Sale Agreement, and shall not be responsible for performing the obligations of any User under any such Sale Agreement. For avoidance of doubt, in the event of a conflict between these Terms and Conditions and the Sale Agreement, these Terms and Conditions will prevail (as between the Users and ReflowX).

    Users are solely responsible for all of their communications and interactions with other Users or with whom they communicate or interact as a result of their use of the Services. Users understand that ReflowX is not required to screen or inquire into the background of any User. ReflowX makes no representations or warranties as to the conduct of other Users. Users agree to take reasonable precautions in all communications and interactions with other Users and with other persons with whom they communicate or interact as a result of their use of the Platform.

  3. OWNERSHIP AND SALE Items are the properties of Sellers. ReflowX does not own, sell, resell, furnish, provide, rent, re-rent, manage, host and/or control any Items and that Sellers shall solely be responsible for their Items.

  4. TECHNICAL ISSUES Users acknowledge technical issues' possibility, such as access disruptions or system errors, for which ReflowX is not liable.

  5. CONFIDENTIALITY Seller and Buyer agree to keep each other's information confidential. ReflowX is not liable for damages arising from any disputes between.

5. REGISTERING FOR THE SERVICE

  1. ACCOUNT CREATION To use the Service, the User must create an Account on ReflowX.com, providing complete and truthful information.

  2. INFORMATION UPDATES Each User is responsible for maintaining the security of their Account and for all activities that occur under the Account and any other actions taken in connection with the Account. Users undertake to provide accurate and complete information and keep their Account information and their Account updated.

  3. ACCOUNT CREATION RULES Users must not create accounts for others or provide false information. Accounts, including any information pertaining to it (e.g. contact information, User profile, etc.), is strictly personal to the respective User. Users may therefore not sell or charge others for the right to use their Account, or otherwise transfer their Account. Users warrant that the Account administrator has authority to register and administer the Account.

  4. INFORMATION UPDATES Users must update personal and corporate information, complying with tax and customs laws. Users are fully liable for providing accurate information.

  5. ACCOUNT CONFIDENTIALITY Users are responsible for keeping login credentials confidential. ReflowX may change login procedures.

  6. ACCOUNT SUSPENSION ReflowX reserves the right to suspend or terminate any Account at any time, including if any User Material or information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that they create through the Platform that violates these Terms and Conditions.

  7. UNAUTHORIZED USEUsers may not share their password with unaffiliated third parties.

    Users agree to notify ReflowX immediately of any unauthorized use of their Account, or any other breaches of security. Users are fully responsible for all uses of their password, Account and username, or registration, whether by themselves or others. ReflowX is authorized to act on instructions received through use of User’s Account, and is not liable for any loss or damage arising from a User’s failure to comply with this section 5.

  8. ACCOUNT TERMINATION Users may request to close their Account at any time bycontacting us at info@reflowx.com. Such request may take up to 15 business days to process. If a User owes any payment to ReflowX for any reason, ReflowX will not close such User’s Account until that payment has been made to ReflowX. In such a case, ReflowX may restrict the User’s ability to use their Account or reject any request to open subsequent Accounts for that User. Users agree that they will remain liable for all obligations related to their Account even after their Account is closed or restricted.

6. OFFERING ITEM(S)

  1. ACCOUNT INFORMATION Sellers must enter information in their Account, including address and company registration details, to sell Item(s) on ReflowX.com.

  2. SUITABILITY CRITERIA Item(s) suitability is determined based on characteristics like equipment type, technical specifications, certifications, and value.

  3. ITEM(S) OFFERING INFORMATION Sellers can list various Items using our classified listing format in selected categories, create a Seller profile, share information about themselves and their Items on the Platform.

    When offering Item(s), Sellers must provide clear and comprehensive information, including a description, condition, certifications, collection details, export clearance, assistance, guarantees, and other related terms.

    Sellers must update their Item listings with all changes to their Item information. If a Seller do not update their listings with changes to their Item information, we reserve our right to suspend or limit the Services available to that Seller.

  4. SELLER RESPONSIBILITY Sellers shall not provide or deliver any Items to a Buyer prior to receiving a corresponding Order Confirmation from the Platform. Upon receipt of an Order Confirmation, the Seller agrees and acknowledges that the Seller shall directly engage with Buyer, make the Items available to the Buyer in the agreed-upon manner, and solely be responsible for the descriptions, delivery and quality of the Item.

    ReflowX may refuse or remove any Items at any time.

  5. LISTING PERIOD Standard listing period for Item(s) is 3 months, with notification for possible renewal.

  6. ADDITIONAL CONDITIONS Additional conditions may apply to certain Item(s) and will be communicated on ReflowX.com or via email.

  7. COMMISSION FOR WITHDRAWN ITEMS If an Item(s) withdrawn from ReflowX.com is sold to a Buyer within 3 months of the withdrawal date, the Seller shall immediately inform ReflowX of such sale and shall pay the Platform Fee in accordance with section 3.1.

7. USER COMPLIANCE

  1. Users must comply with ReflowX.com directions. ReflowX can temporarily or permanently restrict Users' activities.

  2. ReflowX may make it temporarily or permanently impossible for Users to offer, inquire, sell, or buy Item(s).

  3. Upon occurrence of a Successful Engagement, each User (i) undertakes to provide other User with any and all information and documentation that may be necessary for the performance of the Sale Agreement and (ii) agrees and acknowledges that they shall directly engage with the other User and receive or deliver the Item(s) (as applicable).

  4. All Users undertake to treat each other respectfully and use their best endeavours to ensure that each transaction is conducted in a professional manner.

  5. Users agree that they will not, under any circumstances, transmit any User Material that (i) is unlawful or promotes unlawful activity; (ii) defames, harasses, abuses, threatens, or incites violence towards any individual or group; (iii) is political, anti-national, anti-governmental, pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iv) is spam, constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation; (v) contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of the Platform or any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of ReflowX and/or any third party; (vi) infringes on any proprietary right of ReflowX and/or any third party, including patent, trademark, trade secret, copyright, right of publicity, or other rights; (vii) impersonates any person or entity, including any of ReflowX’s employees or representatives; or (viii) violates the privacy of ReflowX and/or any third party.

  6. By accessing and/or using the Platform and/or the Services, Users represent and warrant that: (i) they have the authority to validly enter into and/or be bound by these Terms and Conditions; (ii) their use of the Services will be solely for lawful purposes that are permitted by these Terms and Conditions; (iii) their use of the Services will comply with all UAE local and federal laws, rules, and regulations, and with all of ReflowX policies; as amended from time to time; and (iv) they have the valid business/ trade licenses, permissions, and authorizations from the competent authorities that are required to sell and/or buy the Items in the UAE, as applicable (and/or other applicable jurisdictions as applicable ).

  7. At ReflowX’s discretion, we may monitor and/or record your general interactions and your chats/correspondence with other Users on the Platform. However, any liability, loss or damage that occurs as a result of any User interactions is solely your responsibility, as further described in sections 16 and 17 of these Terms and Conditions.

  8. Users hall not use other User’s information to attempt, persuade or induce the other User to circumvent the Platform, failing which such an event shall be considered to be a breach of these Terms and Conditions.

  9. ReflowX has the right to, in its sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms and Conditions. Users agree that ReflowX has the right to terminate or deny access to their use of any Service for any reason, with or without prior notice.

  10. Supplementary conditions for offering Item(s) or making purchases may be communicated on ReflowX.com or via messages and emails.

8. NO REVOCATION

  1. BINDING AGREEMENT The Sale Agreement is a binding agreement between the Seller and Buyer and may be terminated in accordance with its terms.

    In the event a Buyer requests a refund or a return of the Item that has been purchased, the Buyer will directly arrange the return or refund with the Seller and both Users shall ensure that the Item is returned according to the Sale Agreement. For avoidance of doubt, ReflowX is not responsible for any refund or return and shall not be liable for any dispute arising from the refund or return of any Item.

9. THE USE OF REFLOWX.COM

  1. USER RESPONSIBILITY Each use of the Service and ReflowX.com is at the User's risk, account, and responsibility.

  2. USER MATERIAL GUIDELINES ReflowX is not responsible for any display or misuse of your User Material. Users are solely responsible for the content of, and any harm resulting from, any User Material that they submit, post, upload, link to or otherwise make available on the Platform while using the Service. Users acknowledge that any liability, loss or damage that occurs as a result of any such User Material is solely their responsibility. Users further undertake and agree to indemnify and hold ReflowX (and any third party) harmless from any liability, loss or damage that may occur as a result of any such User Material.

    From time to time, Users may submit reviews of other Users that they engaged and their experience with ReflowX; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any Service. ReflowX shall be under no obligation to display such reviews and may edit or remove such reviews at any time at its sole discretion. ReflowX will have no responsibility or liability of any kind for any review Users encounter on or through the Platform, and any use of or reliance on such reviews is solely at the Users’ own risk.

    All Information posted on the Platform, such as blog posts or reviews, is provided for informational purposes only, with no assurance that such Information is true, correct, or accurate.

    Users represent and warrant that they have the right to post all User Material they submit. Specifically, Users warrant that they have fully complied with any third-party licenses relating to User Material (if applicable), and have taken all steps necessary to pass through to end users any required terms.

    Users agree and acknowledge that ReflowX has the right to, in its sole discretion, view and monitor any User Material, and to determine whether or not any User Material is appropriate and complies with these Terms and Conditions, or refuse or remove any User Material that, in ReflowX’s reasonable opinion, violates any ReflowX policy or is in any way harmful, inappropriate, or objectionable. Users further agree that ReflowX has the right to make formatting, edits and other changes to the User Material or the manner any User Material is displayed on the Platform.

    Except for content that originates from ReflowX, ReflowX does not claim ownership of any content that Users post, upload or link to the Platform. Users retain all ownership of, control of, and responsibility for the User Material. By posting any content including without limitation photos, videos, recordings, company logos and reviews via the Platform, Users however expressly grant ReflowX a worldwide, sub-licensable, fully-paid and royalty-free, and non-exclusive license to use, publish, reproduce, display, modify, adapt, and distribute such content in connection with ReflowX’s business and marketing purposes.

  3. DATA PRIVACY Users must not process personal data without permission, ensuring compliance with data protection laws.

  4. SERVICE ABUSE Users must not manipulate ReflowX.com, use malicious software, or perform actions hindering the Service's functionality.

  5. PENALTY FOR BREACH Each User undertakes to pay an amount of AED 10,000 as a liquidated damage for the recovery of any damages or losses suffered by ReflowX as a consequence of the User’s each breach of the provisions of these Terms and Conditions (Liquidated Damage Amount).

    Notwithstanding ReflowX's right to liquidated damages provided for in these Terms and Conditions, ReflowX has the right to take any measures available and to claim and receive a higher amount of compensation if the actual damage sustained by ReflowX exceeds the Liquidated Damage Amount.

  6. TECHNICAL MEANS Users are responsible for technical means required for Service use, including hardware and internet connection costs.

10. THIRD-PARTY CONTENT

  1. As part of the Service, ReflowX may provide you with convenient links to third party platform(s) as well as other forms of Third-Party Content. These links are provided as a courtesy to you and ReflowX has no control over third party platforms or the content or the promotions, materials, information, goods or services available on them. ReflowX is not responsible for any Third-Party Content accessed through our Platform, or products or services offered at such third party platforms accessed through our Platform. If you decide to leave the Platform and access Third Party Content, you do so at your own risk and you should be aware that our Terms and Conditions and other policies no longer govern.

    For avoidance of doubt, these Terms and Conditions do not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third-Party Content.

11. INTELLECTUAL PROPERTY

  1. ReflowX retains ownership of all intellectual property rights of any kind related to ReflowX's content, the Platform and the Services, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Platform and the Service may be the trademarks of other third parties. These Terms and Conditions do not transfer from ReflowX to you any ReflowX or third-party intellectual property, and all right, title, and interest in and to such intellectual property will remain (as between the parties) solely with ReflowX. ReflowX reserves all rights that are not expressly granted to you under these Terms and Conditions.

    Specifically, ReflowX, www. reflowx.com, and all trademarks that appear, are displayed, or are used on the Platform from time to time or as part of the Service are trademarks of ReflowX; and may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from ReflowX.

    If you believe that any material located on or linked to the Platform violates your copyright or other intellectual property rights, please notify us at info@reflowx.com. ReflowX will terminate a User’s access to (and use of) the Platform if, under appropriate circumstances, a User is determined to be a infringer of the copyrights or other intellectual property rights of ReflowX or others without necessary rights and permissions.

12. AVAILABILITY AND INTERRUPTION OF THE SERVICE

  1. Availability and Service Interruptions: ReflowX does not guarantee continuous availability of the Service or ReflowX.com. Failures may occur due to internet connection issues, viruses, or technical faults. ReflowX is not liable for any damages resulting from temporary inaccessibility or failure of the Service.

    ReflowX makes no representation or warranty that the Services and/or Items will meet your requirements; that the Service and/or Items will be available at any particular time or location; that the Services and/or Items will function in an uninterrupted manner or be secure; that the Services will continue for a particular period of time; or that any defects or errors in connection with the Services and/or Items will be corrected. You assume full responsibility and risk of loss resulting from your use of the Service, Information or any material obtained through the Service. The User acknowledges that functionalities may change.

  2. Changes and Improvements: ReflowX has the authority to make changes, improvements, or temporarily/permanently suspend the Service or ReflowX.com without prior notice for maintenance or other necessary reasons.

13. USER RIGHTS

  1. Limited User Rights: Subject to these Terms and Conditions, ReflowX grants the User a limited, non-transferable right to use the Service and view Information. Commercial use, copying, or publishing without explicit written permission is prohibited.

  2. Restrictions on Use: Users are prohibited from using the Service for any activity that is not outlined in these Terms and Conditions. Decompiling or reverse engineering the Service or the Platform is not allowed without explicit prior written permission of ReflowX.

  3. Technological Protection: ReflowX may implement technological measures to protect the Service. Users must not remove or circumvent these protective measures.

  4. Notice of Intellectual Property Rights: Users must not alter or remove notices related to Intellectual Property Rights. No transfer of Intellectual Property Rights to the User is intended under these Terms.

14. DATABASE

  1. Protected Database: The data collected by ReflowX, including User Material, is considered a legally protected database. ReflowX owns exclusive rights to grant permission for data retrieval or reuse, subject to these Terms Conditions and the Privacy Policy.

15. COMMUNICATIONS

  1. ReflowX uses email and electronic means to stay in touch with Users. Users agree and understand that ReflowX may send Users emails about future Items, Services and/or updates on the Platform.

  2. For contractual purposes, Users (i) consent to receive communications from ReflowX in an electronic form via the email address they have submitted or via the Platform; and (ii) agree that all Terms and Conditions, agreements, notices, disclosures, and other communications that ReflowX provides to them electronically satisfy any legal requirement that such communications would satisfy if it were in a physical writing or traditional mailing; and (iii) without prejudice to sections 15.2(i) and 15.2(ii), the Users undertake to comply with section 19.5 for any notification purposes.

16. LIABILITY

  1. Users agree that in no event will ReflowX be liable, responsible or otherwise, to Users or to third parties for any damages or losses that may arise from (i) the failure, interruption or disruption of any service to maintain a User’s access to the Platform or the Services, regardless of whether the service is provided by ReflowX, a User or a third party; (ii) the quality, accuracy, timeliness, reliability, safety, performance of a Seller, Items and/or the Platform, completeness or delays, breach, omissions, or interruptions in the delivery of any Services or Items; (iii) errors, mistakes, or inaccuracies of any Information, ReflowX’s content and/or material available on or through the Platform; (iv) any unauthorized access to or use of ReflowX’s servers and/or any and all personal information stored therein, and/or any interruption or cessation of transmission to or from ReflowX’s servers, and/or any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by any third party; (v) any dispute, conflict or disagreement between Users and/or third parties in connection with any Services, Items, the Sale Agreement, an Order Confirmation, or any changes to an Order Confirmation, refund, replacement or otherwise; (vi) any of our third party providers’ acts or omissions or any inaccurate information provided by such third party providers (such as data and/or a payment API providers); (vii) any refund, return, loss of profits, loss of business reputation (whether incurred directly or indirectly), any injury or accident or physical or property damage or otherwise that may occur to a User as a result of User’s use of any Items and/or Services; or (viii) the User’s failure to comply with the applicable licensing requirements, government approvals, and rules and regulation in effect in the UAE.

    In no event shall ReflowX be liable to any User for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including without limitation, lost profits and opportunity costs).

  2. User's Recourse: If Users believe they have suffered damage, their only recourse will be to discontinue Service use and inform ReflowX accordingly.

  3. Maximum Liability: The provisions of this section 16 shall apply, to the maximum extent permitted by law, regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or extra-contractual liability or otherwise. In the event that any part of this section 16 is held to violate any applicable law, then the parties agree that ReflowX’s liability shall be excluded and / or limited to the maximum extent permitted by that law

  4. Applicability to Affiliates: This section 16 also applies to ReflowX's affiliated companies, management, directors, employees, representatives, and legal successors.

  5. Survival of Article: This section 16 survives termination of these Terms and Conditions.

17. GUARANTEES AND INDEMNIFICATIONS

  1. Users agree to indemnify and hold harmless ReflowX from and against any and all claims, demands, actions, losses, damages, assessments, charges, third party liabilities, costs and expenses which may arise as a result of (i) the Users’ use of the Platform and the Service or violation of these Terms and Conditions; or (ii) any loss of profit, property or business reputation, or otherwise that may be caused as a result of User’s use of any Service or Items; or (iii) errors, mistakes, or inaccuracies of User Material, and/or information provided by Users available on or through the Platform; or (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted by a User to or through the Platform; (v) any dispute, conflict or disagreement between Users or a third party in connection with any Service or Items; (vi) a third party claim brought against ReflowX due to infringement of intellectual property rights as a result of the User’s use of the Platform; or (vii) the User’s failure to comply with the applicable licensing requirements, government approvals, and rules and regulation in effect in the UAE.

  2. Applicability to Affiliates: Users’ obligations under this section 17 also apply to ReflowX's affiliated companies, management, directors, employees, representatives, and legal successors.

  3. Survival of Article: This section 17 survives termination of these Terms and Conditions.

18. TERM AND TERMINATION

  1. Termination: If you wish to terminate your relationship with us, you may do so by following the relevant steps on the Platform. If you wish to delete your Account data, please contact us at info@reflowx.com. ReflowX will retain and use your information as necessary to comply with ReflowX’s legal and/or regulatory obligations, resolve disputes, and enforce ReflowX’s agreements (including the Terms and Conditions), and ReflowX will, following request, delete your full profile to the extent possible (if applicable).

    Termination of your use of the Services will not affect our or your rights, remedies, obligations or liabilities that have accrued up to the date of termination.

  2. Buyer Right to Discontinue: Buyers can discontinue Service use and set their Account inactive without notice.

  3. Seller Right to Discontinue: Sellers can discontinue Service use and set their Account inactive by providing 15 business days prior notice to ReflowX. Listing of Items under inactive Accounts will be removed and any transaction history under such inactive Accounts will be archived. Termination of a Seller’s use of the Services shall not release the Seller from any obligation to pay ReflowX any amount that has accrued or becomes payable at or prior to the date of termination.

  4. ReflowX Right to Refuse Inactivity: ReflowX may refuse inactivity if Users have outstanding obligations (including any outstanding payment owed to ReflowX).

  5. Platform Fee for Post-Termination Transactions: If a Seller concludes a Sale Agreement within 3 months post-termination, the Seller shall be liable to pay the Platform Fee in accordance with section 3.1.

  6. Survival of Terms: All provisions of the Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

19. MISCELLANEOUS, APPLICABLE LAW, AND COMPETENT COURT

  1. Governing Law: These Terms and Conditions and any access to or use of the Platform and/or the Services are governed by the laws of the United Arab Emirates. Any dispute which may arise between a User and ReflowX pertaining to the implementation or interpretation of the Terms and Conditions or any part thereof shall be amicably settled, failing which the courts in Dubai shall have the exclusive authority to settle the same are governed by United Arab Emirates law.

  2. Transfer of Rights: ReflowX may assign or delegate its rights or obligations under these Terms and Conditions, in whole or in part, to any person or entity at any time with or without your consent. Users may not assign or delegate any of their rights or obligations under these Terms and Conditions without ReflowX’s prior written consent, and any unauthorized assignment and delegation by a User shall be considered as null and void.

  3. Severability: If any part of these Terms and Conditions is held invalid or unenforceable, that part of the Terms and Conditions will be construed to reflect the parties’ original intent and the remaining portions will remain in full force and effect. Any failure on the part of ReflowX to enforce any provision of the Terms and Conditions will not be considered a waiver of ReflowX’s right to enforce such provision. ReflowX’s rights under the Terms and Conditions will survive any termination of the Terms and Conditions.

  4. Notices to Users: Reports, statements, notices and any other communications may be transmitted by ReflowX to Users via the email address provided by them. All communications and notices shall be deemed to be duly served to a User when electrotonically sent by ReflowX to the User to the email address provided by the User.

  5. Notices to ReflowX: Reports, statements, notices and any other communications may be transmitted by a User to ReflowX at info@reflowx.com. All communications and notices shall be deemed to be received or served (as applicable) to ReflowX when electronically received by ReflowX at info@reflowx.com.

    You acknowledge that you have read, understood, and accepted to be bound by these Terms and Conditions.

Effective as of [insert date] March 2024

ReflowX, United Arab Emirates, January 29, 2024

Terms and Conditions, ReflowX

Jamie Poole, CEO

Reflowx

Transforming procurement for the Energy Sectors Contact us for Sustainable Solutions. Dubai Internet City- United Arab Emirates

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