(last revised: April 15, 2008)
1.1 gsmExchange.com Limited is a company registered in Ireland under company registration number 339239 and with its registered office at Arena House, Arena road, Sandyford Industrial Estate, Dublin 18. ("gsmExchange.com").
1.2 These Terms and Conditions (the "Terms") apply to your use of the gsmExchange.com website (the "Site") which is operated and owned by gsmExchange.com. By using the Site, you acknowledge and agree to be legally bound by these Terms and the disclaimers herein just as if you had signed these Terms. If you do not agree to these Terms, you should not use the Site.
1.3 These Terms may be supplemented by additional terms and conditions pertaining to specific content and activities. You agree and understand that such additional terms and conditions are hereby incorporated by reference to these Terms.
2.1 For purposes of these Terms, a "User" is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with gsmExchange.com as a Registered User or whether such User is a paying customer for a specific service provided by gsmExchange.com.
2.2 These Terms apply to each Premium Service in addition to any terms and conditions that may be applicable to such specific Premium Service provided, however in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Premium Service and any provision of these Terms, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favourable to gsmExchange.com and/or its affiliates, and only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Premium Service shall prevail.
2.3 These Terms were last amended on 19 December 2005 and we reserve the right, in our sole discretion, to change, modify, add or remove parts of these Terms at any time. You are responsible for reviewing these Terms periodically for changes as by using the Site after we post any changes to these Terms, you are agreeing to accept those changes, whether or not you have reviewed them. These Terms may not otherwise be modified, except in writing by an authorised officer of gsmExchange.com.
3.1 Access to the Site and certain of its features are provided to all Users free of charge. Your right to access this Site is subject to any limits established by gsmExchange.com. Notwithstanding anything contained in these Terms to the contrary, gsmExchange.com may, in its sole discretion, terminate or restrict your participation in or use of the gsmExchange.com Site.
3.2 gsmExchange.com reserves the right, without prior notice, to change any of the features or introduce new features without prior notice, or to restrict, deny or create access to certain areas or features of the Site (the "Premium Services") for paying Users or Users who undergo a specific registration process.
3.3 gsmExchange.com reserves the right to deny Premium Services to any User for whatever reason in order to protect the interests of gsmExchange.com. In such case, the User's sole remedy shall be a refund of a subscription fee paid (if any).
3.4 You shall not undertake any scheme to undermine the integrity or functionality of the services offered on the site, nor shall you attempt to gain unauthorised access to any services, data or computer systems which have not been expressly made available to your computer systems or networks.
4.1 The Site and all, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site), (the "Site Content") embody trade secrets and intellectual property rights protected under Irish and international copyright and other laws and are owned, controlled or licensed by gsmExchange.com, or by the original creators of such materials or their permitted licensors.
4.2 Subject to these Terms, we grant you a non-exclusive, non-transferable, limited right to access and use the Site and the Site Content. However, no right, title, or interest in any the Site Content will be granted or transferred to you as a result of any permitted use of such materials. All title, ownership and intellectual property rights in the Site and Site Content shall remain with gsmExchange.com, its affiliates or licensors of the Site Content, as the case may be.
4.3 You may use the Site and the Site Content only for viewing the Site in the ordinary course or as a resource for purchasing products or services offered through the Site. Use of the Site and/or the Site Content, for any purpose not expressly permitted in these Terms including any copying, reproduction, modification, sale, distribution, extraction, re-utilisation, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the gsmExchange.com is strictly prohibited.
4.4 In particular you agree that you shall not copy, reproduce or download any of the Site Content for the purpose of re-selling or re-distributing the Site Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with gsmExchange.com, or otherwise commercially exploiting the Site Content.
4.5 Any systematic retrieval of Site Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from gsmExchange.com is strictly prohibited.
4.6 gsmExchange.com owns various trade marks (the "Marks") in relation to the "GSMEXCHANGE" name and derivatives therefrom. These Marks are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these Marks, their use in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits gsmExchange.com is strictly prohibited. In particular, but without limitation, you may not use the Marks as meta-tags nor may you sponsor them in search engines. All goodwill in your legitimate use of the Marks shall accrue to the exclusive benefit of gsmExchange.com.
4.7 All rights not otherwise claimed under these Terms or by gsmExchange.com are hereby reserved. Please notify us immediately if you become aware of any infringement of any intellectual property on the Site.
5.1 Some of the gsmExchange.com Content displayed on this Site is provided or posted by you or by third parties ("Third Party Content"). Neither gsmExchange.com nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of gsmExchange.com's display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. gsmExchange.com is not responsible for the accuracy, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, gsmExchange.com is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct. Notwithstanding the foregoing, where gsmExchange.com becomes aware of any suspected unlawful or improper activity on the Site whether in Third Party Content or otherwise, gsmExchange.com reserves the right to immediately remove such Content pending further investigation.
5.2 gsmExchange.com may allow you access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party's website. These links are provided solely as a convenience to you and not as an endorsement by gsmExchange.com of the content on such third party websites. You acknowledge that gsmExchange.com has no control over such third party's site, does not monitor such sites, and shall not be responsible or liable to anyone for such site, or any content, products or services made available on such site. If you decide to access linked third-party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites.
5.3 gsmExchange.com generally welcomes the hyper-linking to the Site from other appropriate websites provided such links are to the Site's homepage (and no deeper within the Site) and provided we give our consent to the establishment of such links. Notwithstanding the foregoing, we reserve the absolute right to refuse to consent to such links without giving reasons. Any links to the Site from another website must be presented in such a manner that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor's user experience.
7.1 By filling out the on-line application form on the Site, and by providing your information (such as name, address, telephone, fax number, email address, details of your business, etc.), you can become a registered user of gsmExchange.com (a "Registered User"). If your application is accepted, gsmExchange.com will establish an account ("Account") for you and you will be assigned a user alias ("User ID") and password ("Password") for log-in access to your Account. You represent and warrant to gsmExchange.com that all information submitted to gsmExchange.com during the registration process is true, accurate, current and complete.
7.2 Notwithstanding Section 7.1 above, gsmExchange.com may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to you without giving a reason.
8.1 gsmExchange.com may suspend or terminate a Registered Users' Account or Email Account (as described in clause 9.1 below) at any time by giving no less than 3-hours notice to the Registered User, provided, however, that notice is not required for such termination if:
9.1 gsmExchange.com may assign you a web-based email account, with limited storage space, to allow you to send or receive email through the Site (the "Email Account"). You shall be responsible for all uses and the content of all the messages communicated through the Email Account, as well as the consequences of any such message.
9.2 If as a Registered User, you are or represent a business entity, you warrant that (a) you have the authority to bind the business entity to the Terms; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to gsmExchange.com during the registration process is true, accurate, current and complete. For the purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
9.3 As a Registered User, you shall not use your Email Account for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any material which incites or results in causing racial hatred, discrimination, menace or breach of confidence. Further, you shall not use your Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information.
9.4 Email Accounts are a discretionary facility offered by gsmExchange to certain users and no warranty is given that Email Accounts will remain available indefinitely.
10.1 As a Registered User, you are responsible for maintaining the strict confidentiality of your Password, for any activity under that Password. You agree to
It is your sole responsibility to control the dissemination and use of your Password, control access to and use of your Account, and notify gsmExchange.com if and when you wish to close your Account.
10.2 gsmExchange.com will not be responsible or liable for any loss or damage arising from your failure to comply with this clause 10.
10.3 You should keep your Password safe and should not disclose it to any other person. You shall not transfer or sell your User ID to any other person and you shall not permit, either directly or indirectly, any other person to utilise your User ID or Password.
11.1 You must be a Registered User in order to post Third Party Content on the Site using the self-help submit and edit tools provided through the Site. Your status as a Registered User is governed by the provisions of Section 7 above.
11.2 No sales agency relationship is created between you and gsmExchange.com, our affiliates, directors, officers or employees by virtue of gsmExchange.com's display of any of Third Party Content on the Site.
11.3 You hereby represent, warrant and agree to:
You hereby grant to gsmExchange.com a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all Third Party Content (in whole or part) provided by you in accordance with the purposes set forth in these Terms and to exercise the copyright, publicity, and database rights you have in such Third Party Content, in any media now known, not currently known or later developed.
11.4 You hereby represent, warrant and agree that:
Without limiting the generality of clause 17, you agree to indemnify gsmExchange on demand in full in respect of any claims arising from your breach of the foregoing warranty.
11.5 You agree not to use the Site or cause or permit the Site to be used:
11.6 You hereby represent, warrant and agree that Third Party Content submitted by you to gsmExchange.com for display on the Site shall not:
11.7 gsmExchange.com reserves the right in its sole discretion to remove any Third Party Content displayed on the Site which it reasonably believes is unlawful, could subject gsmExchange.com to liability, violates these Terms or is, in gsmExchange.com's opinion, otherwise inappropriate.
11.8 gsmExchange.com reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing or breach of these Terms. Further, gsmExchange.com may disclose your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and gsmExchange.com shall not be liable for damages or results thereof and you agree not to bring any action or claim against gsmExchange.com for such disclosure.
11.9 In furtherance of this Clause 11, gsmExchange.com may suspend or terminate the Account of any User as gsmExchange.com deems appropriate in its sole discretion.
12.1 Through the Site, one of the services provided by gsmExchange.com is an electronic web-based platform for exchanging information between Users who are buyers and suppliers of products and services (the "Trading Floor"). The function of the Trading Floor is to act as a venue to allow Users to offer, seek, buy and sell mobile phones, cellular phonesand all associated accessories, cellular network infrastructure (e.g. base stations, switches, antennas), and related items (the "Products") to each other.
12.2 gsmExchange.com is not an auctioneer. gsmExchange.com merely provides a trading floor facility which operates by linking and matching Users and thereby facilitating trade in the Products between Users. Those Users listing Products for sale via the Trading Floor are referred to as the Sellers (the "Sellers"), while those Users purchasing Products via the Trading Floor are referred to as the Buyers (the "Buyers"). The trade in the Products may be by way fixed price transaction or by bidding as part of an auction-style listing between Users (the "Transactions"). , gsmExchange.com does not possess the items offered through the Site and is not involved in Transactions between Users. Furthermore gsmExchange.com does not represent the Seller nor the Buyer in Transactions.
12.3 gsmExchange.com does not control and is not liable to or responsible for the accuracy or reliability of the listings and descriptions of Products included on the Trading Floor, the quality, safety, lawfulness or availability of the Products offered for sale on the Trading Floor or the ability of the suppliers or buyers to complete a proposed Transaction (and this clause 12.3 also applies to those listings sent by email to gsmExchange.com by Users but posted on the Trading Floor by gsmExchange.com on such Users' behalf.
12.4 There may be risks of dealing with people acting deceitfully or under false pretences. gsmExchange.com does not verify the identity of Users or the validity of the information which Users post on the Trading Floor. For this reason you should independently verify the identity of Users you trade with via this Trading Floor. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.
12.5 You acknowledge that you are fully assuming the risks of purchase and sale when using the Site to conduct Transactions. Such risks shall include, but are not limited to: misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications or international standards, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). You agree that gsmExchange.com shall not be liable or responsible for any damages that may arise a result of or in connection with any Transaction Risks.
12.6 gsmExchange.com is not responsible for ensuring that Buyers and Sellers actually complete a Transaction. The offer, sale, purchase, export or import of any Product is not valid and legal merely because it is listed on the Trading Floor, nor do we accept any obligation to protect you from unsafe Products listed for sale on the Trading Floor.
12.7 You are solely responsible for all of the terms and conditions of the Transactions conducted on, through or as a result of use of the Trading Floor, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. You must not offer, sell, bid for, or buy any items which we do not permit on the Site, including but not restricted to, encryption software or hardware and any products subject to any export control policies in any of the countries where the Site is accessible.
12.8 When using this Site, you accept and agree that gsmExchange.com is not responsible for the acts or omissions of Users on the Site. In the event that any User has a dispute with any party to a Transaction, such User agrees to release and indemnify gsmExchange.com (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such Transaction and that any right, claim or action you have against any other User arising from that User's use of the Site, will be pursued independently of and without recourse to us.
13.1 Upon the request of the Seller, gsmExchange.com will organise a Transaction within two (2) working days of delivery of the Products to an agreed freight forwarder (at the Seller's cost). It shall be the Seller's responsibility to notify gsmExchange.com of completion of such delivery.
13.2 A sale takes place when the following conditions are met:
13.3 All costs associated with the Transaction (including, but not limited to, costs concerning an inspection report, the transport of the Products to the freight forwarder, and storage costs prior to completion of the Transaction) are the sole responsibility of the Seller and where they have not been discharged directly by the Seller they will be deducted from the sale price.
13.4 The Seller is responsible for transporting the Products to the agreed freight forwarder and gsmExchange.com reserves the right to request, at the cost of the Seller, that the Seller obtains from the freight forwarder, and furnishes to gsmExchange.com, an inspection report prior to allowing the Products be listed for sale on the Site.
13.5 Prior to the release of the Products to the Buyer, all risks in relation to the Products (including, but not limited to, fire, damage and theft) remain with the Seller and it is the Seller's sole responsibility to ensure adequate and sufficient insurance is in place against such risks.
13.6 On the acceptance of a bid by the Seller, the Buyer will pay gsmExchange.com a sum equal to the agreed sale price (the "Sale Proceeds") within two (2) working days of making the successful bid and gsmExchange.com will hold the sale proceeds in escrow pending successful completion of the Transaction.
13.7 The fee payable to gsmExchange.com for facilitating the Transaction will be deducted from the Sale Proceeds. The Seller will pay gsmExchange.com a fee, which is to be determined as per negotiations with gsmExchange.com, and to be agreed on prior to the transaction taking place.
13.8 gsmExchange.com will notify the Seller following payment to gsmExchange.com of the Sale Proceeds and shall provide the Seller with the Buyer's identification and authentication details. The Seller shall release the Products to the Buyer at the freight forwarder's warehouse, and at that point the Buyer shall assume sole responsibility for, and all risk with respect to, the Products. It shall be the Buyer's responsibility to transport the Products to the Buyer's intended destination.
13.9 Following release of the Products by the Seller, gsmExchange.com will transfer the Sale Proceeds held in escrow to the Seller (less the Fee payable to gsmExchange.com for organizing the Transaction and any costs associated with the Transaction). At the same time the Seller will provide the Buyer with a sales invoice for the Products sold.
13.10 Where the Seller and the Buyer are both located in the EU, and the Products sold are stored at a freight forwarder's location within the EU, the Seller will charge the Buyer for the Products plus applicable VAT (unless the Buyer and Seller are holders of different country EU VAT registration numbers, in which case both of these registration numbers will be clearly marked on the sales invoice). The freight forwarder will only release the Products to the Buyer in a country where the Buyer is registered for VAT.
13.11 Where the Seller is registered for VAT in the EU and the Buyer is established outside of the EU, if the Products are sold while remaining at a freight forwarder location within the EU, the Seller is obliged to export the Products out of the EU. All export and customs requirements must be satisfied before the Products will be released to the Buyer and the Sale Proceeds will be released to the Seller.
13.12 If a Transaction is not completed because:
the Seller is responsible for the return of the Products to its premises, and all costs incurred in that process.
13.13 Where the bidder who made the highest bid for the Products fails to make payment to gsmExchange.com within two (2) working days of the date of the final bid then the Seller may request gsmExchange.com to:
13.14 In the event that the Seller decides to cancel the Transaction it will be responsible for the return of the Products to its premises and all costs incurred in that process.
14.1 If you are a Buyer, you are legally obliged to conclude a Transaction with a Seller for a Product on the Trading Floor if you:
unless the Transaction is prohibited by these Terms or by local or international law or gsmExchange.com cannot authenticate the Seller's identity.
14.2 You agree to be bound by the sale terms included in the Product's or description when buying from a User or bidding against other Users unless such sale terms are in breach of these Terms or are otherwise unlawful.
14.3 Only in certain exceptional circumstances will you be permitted to cancel a Transaction or withdraw a bid. An example of such an instance includes where the Seller alters the price or description after a Transaction is agreed or a bid has been placed.
14.4 As a Buyer you are entitled to place purchase requests on the Trading Floor only if you are the intended buyer of the Products requested. Any form of brokering or agency arrangements whereby Users conduct or engage in Transactions or bids on the Trading Floor on behalf of third parties or with the intention of selling the Products on to third parties are strictly prohibited and will not be tolerated by gsmExchange.com. Any User found to be engaging in such brokering or agency practices will immediately have their access to and right to use the Site and, in particular, the Trading Floor, terminated.
15.1 As a Seller, you must make certain you are legally entitled to sell the Product placed on the Site. In addition a Seller must ensure that it is lawful to sell and/or export such Product to the Buyer (taking into account the operative laws in the jurisdiction where the Buyer is located).
15.2 As a Seller you are entitled to respond to purchase requests and engage in Transactions on the Trading Floor only if you are the actual Seller of the Products listed. Any form of brokering or agency arrangements whereby a Seller is conducting Transactions on the Trading Floor on behalf of third parties or with the intention of selling the Products on behalf of third parties are strictly prohibited and will not be tolerated by gsmExchange.com. Any User found to be engaging in such brokering or agency practices will immediately have their access to and right to use the Site and, in particular, the Trading Floor, terminated.
15.3 You must carefully, accurately and honestly describe the Products being sold. At no point will gsmExchange.com be responsible for the description provided by a User acting as a Seller.
15.4 Where you receive a bid at or above the minimum bid price (or at or above the reserve price) you must complete the Transaction with the highest bidder, unless:
15.5 You undertake not to engage in any practices that involve the manipulation of the price of any Product or interfering with another User's listing(s).
Without limitation, you must not: (a) bid in a listing where you are the Seller, or arrange for any other person to do so on your behalf; (b) independently contact bidders in a listing where Products are listed for sale in order to offer similar items to the bidders in that listing; or (c) make bids or make any payment using a false User ID.
16.1 THE FEATURES AND SERVICES ON THE GSMEXCHANGE.COM SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND GSMEXCHANGE.COM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WHICH ARE NOT EXPRESSLY CONTAINED IN THESE TERMS 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.
16.2 GsmExchange.com WILL USE ALL REASONABLE ENDEAVOURS TO ENSURE THAT CONTENT (OTHER THAN THIRD PARTY CONTENT) CONTAINED IN THE SITE IS ACCURATE HOWEVER,.gsmExchange.com MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INTELLECTUAL PROPERTY CONTENT PROVIDED ON OR THROUGH THE SITE OR ANY THIRD PARTY SITE ACCESSED THROUGH THIS SITE.
16.3 NEITHER GSMEXCHANGE.COM, ANY OF ITS AFFILIATES, NOR ANY OF ITS RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE SITE, OR ANY FUNCTION CONTAINED IN THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16.4 Any material downloaded or otherwise obtained through the Site is done at your sole discretion and risk and you are solely responsible for any damage to your computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from gsmExchange.com or through or from the Site shall create any warranty not expressly stated herein.
16.5 Under no circumstances shall gsmExchange.com be held liable for any delay, failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
16.6 Although the Site is accessible worldwide, not all Products discussed or referenced herein are available to all persons or in all geographic locations. gsmExchange.com reserves the right to limit, in its sole discretion, the provision and quantity of any Product to any person or geographic area it so desires. Any offer for any Product made in or through the Site is void where prohibited.
16.7 These disclaimers apply to the fullest extent permitted by law.
17.1 You hereby agree to indemnify and hold gsmExchange.com, its affiliates, directors, officers, agents and employees harmless, from any and all losses, claims, demands, liabilities (including legal costs on a full indemnity basis) which may arise from your use of the Site (including but not limited to the display of your information on the Site) or from its breach of any of the terms and conditions of these Terms. You further agree that gsmExchange.com is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you.
17.2 gsmExchange.com reserves the right, at it own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with gsmExchange.com in invoking any available or appropriate defences.
18.1 gsmExchange.com shall not be liable for any direct special, indirect, punitive, exemplary, incidental or consequential damages (however arising, including negligence), any loss of reputation or goodwill, any economic loss (including, but not limited to, damages for loss of profits, revenues, savings, or business interruption), or any other damages whatsoever (including but not limited to damages for loss of information, data or other intangible property), whether in contract, negligence, tort, strict liability or otherwise or any other damages (even if gsmExchange.com have been advised of such damages) resulting from any of the following:
except and to the extent that it arises directly as a result of gsmExchange.com's gross negligence or breach of these Terms in which case the terms of clause 18.2 shall apply
18.2 In no event shall gsmExchange.com's total liability to you for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence), exceed the amount paid by you to gsmExchange.com, if any, for accessing the Site or registering for the gsmExchange.com services. If you are dissatisfied with any portion of the Site, or with any of these Terms, your sole and exclusive remedy is the discontinuation of your use of the Site.
18.3 gsmExchange.com is not responsible for any injury and or damage to any individual as a result either directly or indirectly of any information published on the Site. The accuracy of the information is not guaranteed and does not constitute business or other professional advice and is subject to change and therefore gsmExchange.com cannot accept responsibility for any loss, damage or expense incurred upon using the Site.
19.1 The Site has been created and is controlled by gsmExchange.com in Ireland. These Terms will be governed by, and construed and enforced in accordance with the laws of the Ireland (excluding Northern Ireland). You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Ireland (excluding Northern Ireland).
19.2 Disputes between you and gsmExchange.com regarding our services may be reported to gsmExchange.com.
19.3 For disputes arising between a Buyer and Seller (the "Parties") regarding transactions resulting from the Trading Floor, the Buyer and Seller shall attempt to have the dispute resolved by use of a mediation or other alternative dispute resolution ("ADR") procedure as agreed between the Parties, each acting in good faith. Either Party may initiate the procedure by written notice to the other party. If the Parties are unable to agree a procedure they may seek assistance from the Dublin International Arbitration Centre, which is currently located at Distillery Building, 145-151 Church Street, Dublin 7, or such other similar body as may be agreed by the parties from time to time. Unless otherwise agreed, the Parties will share equally the costs of ADR, and the use of mediation or other ADR procedure will be without prejudice to the rights of the Parties in all respects if the mediation or other ADR procedure does not achieve an agreed resolution to the dispute. For the avoidance of doubt gsmExchange.com will have no involvement in any ADR procedure and the cost of such ADR procedure will be fully borne by the Parties and not by gsmExchange.com.
19.4 Your country and/or that of any User you communicate or trade with on this Site may have laws which apply to Transactions with other Users. These laws may apply regardless of what you agree with that User or with gsmExchange.com and as a result there may be additional legal requirements. You agree to conform and comply with all applicable domestic and international laws and regulations regarding your use of the Site and the services provided hereon including the listing, bidding, purchasing and solicitation of Transactions.
20.1 Any notice or other communication under this Agreement shall only be effective if it is in writing and sent to gsmExchange.com at the following address: Arena House, Arena Road, Sandyford Industrial. Est., Dublin 18 Ireland, marked for the attention of Essam Bishara.
20.2 All notices or demands to you shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by you to gsmExchange.com, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to you shall be deemed to be received by you if and when (a) gsmExchange.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to you, (b) immediately upon gsmExchange.com's posting such notice on an area of the Site that is publicly accessible without charge, or (c) at the latest, 24 hours after an email is sent to you, unless we receive notice that the email address is invalid and an alternative email address has been provided to us.
20.3 As a registered User, you must notify gsmExchange.com, and any other parties with whom you are communicating with arising from a gsmExchange.com Premium Service, of a change to your notice details. Any notice or other communication given or made, or deemed to have been given or made, outside working hours will be deemed not to have been given or made until the start of the next period of working hours.
21.2 You and gsmExchange.com are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
21.3 If a court, or other competent authority, holds any of these Terms to be unlawful, void, or for any reason unenforceable, in whole or part, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
21.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
21.6 gsmExchange.com shall have the right to assign its obligations and duties under these Terms and in any agreement relating to Premium Services to any person or entity.
21.7 Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The number of arbitrators shall be one. The arbitration shall be resolved by the submission of documents only, unless the arbitrator determines that an oral hearing or conference call is necessary. The arbitrator shall establish a fair and equitable procedure for the submission of documents. The parties agree that the award of arbitrator may be published in their entirety or as provided for in the International Arbitration Rules. The place of arbitration shall be Dublin, Ireland.