BAGGL TERMS AND CONDITIONS
EFFECTIVE DATE: 1st July 2020
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
1. ACKNOWLEDGMENT AND ACCEPTANCE
1.1. This Terms and Conditions (“Terms”) forms a legally binding agreement (“Agreement”) between baggl UK Limited, Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (“We”, “Operator”), which operates and manages baggl.com, its subdomains and mobile application (“Platform”), and you (“You” or “Your”), a registered member (“Member”), using services provided by the Operator and/or its affiliates (each a “Service”). This Agreement sets out the Terms and Conditions that apply to Your use of the Platform and/or Services.
1.2. Subject to the Terms detailed herein, the Operator may, in its sole discretion, amend this Agreement at any time by posting a revised version on baggl.com. The Operator will endeavour to provide reasonable notice in advance of any amendments that include a Substantial Change, by posting the updated Terms and Conditions on baggl.com, as well as a notification within the Platform and/or sent by email.
1.3. If the Substantial Change has an impact on membership fees or transaction fees, specifically an increase of said fees, the Operator will provide at least 30 days advanced notice of the change. This does not apply to fee reductions or temporary reductions relating to offers and promotions. Any revisions to the Terms and Conditions will take effect on the noted effective date (each, as applicable, the “Effective Date”).
1.4. By using the Platform after the Effective Date, you agree to be legally bound to the Terms of the Agreement. If you do not accept the terms of the Agreement in its entirety, you must not access or use the Platform after the Effective Date.
2.1. You must be a UK Limited Company, Limited Liability Partnership, Public Limited Company, Sole Trader, or a freelancer of sixteen years in age or older to use the Platform. Use of the Platform is void where prohibited. By using the Platform, You represent and warrant that You have the right, authority, and capacity to enter into this Agreement and to abide by all these Terms.
3. GENERAL CONDITIONS
3.1. We reserve the right to refuse service to anyone for any reason, at any time.
3.2. You understand that Your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted.
3.3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Platform through which the Service is provided, without express written permission by us.
3.4. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
4. OTHER APPLICABLE TERMS
4.1. These Terms refer to the following additional Terms, which also apply to Your use of our Services:
5. DESCRIPTION OF SERVICE
5.1. baggl.com is an online barter platform for businesses and freelancers to reciprocally trade surplus products or under-utilised time, skills and resources with one another, using a combination of barter trade credits and FIAT currency – GBP, EUR, USD. Our objective is to help businesses and freelancers improve their trading capacity, productivity and cashflow, irrespective of their size, status or the financial climate.
6.1. Members automatically subscribe to the baggl UK Limited membership (“Membership”) as individuals when registering to use the Platform. Members can enjoy the various benefits of using the Platform, which includes, but is not limited to exchanging and/or buying and selling products and/or a services from other Members.
6.2. There are three types Memberships, all of which require:
6.2.1. Business Membership – a legally registered entity, which includes a Limited Company, Limited Liability Partnership and Public Limited Company (“Business Membership”, “Business Member”).
6.2.2. Individual Member – an individual person or sole trader, which is not a legally registered entity (“Individual Membership”, “Freelance Membership”, Freelance Member”).
6.2.3. Special Membership – the Platform Operator, parent or subsidiary when participating as a buyer and/or seller on the Platform (“Special Membership”, “Special Member”).
6.3. Business, Individual and Special Members are collectively referred to as Members, unless otherwise identified separately throughout the Agreement.
6.4. Members agree not to solicit or attempt to engage in barter transactions with other Members outside of the Platform for a period of 24 months from either joining or completing a transaction with the other Member (whichever is the greatest period). In the event that transactions occur outside of the Platform during this period, our standard Transaction Fees will apply as per clause 14. of this Agreement.
7.1. To use the Platform a Member must create an account (“Account”) and accept the terms of the Agreement. If accepting the Terms of the Agreement as a Business Member, you represent and warrant that you have the full authority of the business to enter into the Agreement on behalf of the Business Member.
7.2. In some instances, a Member may invite and authorise a representative user (“User”) to access and operate their Account. Whereas a User must adhere to the Terms of the Agreement, the authorising Member will remain liable for their Account at all times. Authorising a User to access an Account does not assign away any of the Member’s rights and obligations as detailed within the Agreement.
7.3. Members are restricted to one Account per Business Member and one Account per Individual Member. Multiple accounts in the same name are prohibited.
8. DIGITAL TOKEN WALLET
8.1. Upon creating an Account, a digital token wallet (“Digital Token Wallet”) will automatically be created, which is a software application (or other mechanism) that provides a means for holding, storing, and transferring digital trade tokens (“Trade Token”), including a user’s Trade Tokens address, Trade Token balance, and cryptographic keys.
8.2. For Business Members additional Digital Token Wallets will automatically be created and assigned when a new Individual Member is granted access to their Account under a designated role.
9. TRADE TOKEN
9.1. A Trade Token is a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, with a notional value equivalent to £1.00 (One Great British Pound) per TT£1.00 (One Trade Token) or vice versa within the Platform, which is neither issued nor guaranteed by any country or jurisdiction, and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as bitcoins, Litecoins, and ethers.
9.2. A Member will receive Trade Tokens when selling a product and/or service through the Platform, which will appear in their Account as a Trade Token balance.
9.3. A Trade Token balance is an asset of the Member, which entitles them purchase products and/or services up to the value of their available Trade Token balance.
9.4. A Trade Token balance does not constitute a liability owed by the Operator or the Platform to a Member.
9.5. Trade Tokens are not a legal tender, nor a tradable asset outside of the Platform, and can only be redeemed against the purchase of a product and/or service from other Members using the Platform.
9.6. Trade Tokens cannot be redeemed for a cash consideration neither on, nor off the Platform.
9.7. If a Member’s Account balance becomes negative without authorisation and/or a pre-agreed credit line facility, they must remedy this within 60 calendar days by selling their products and/or services through the Platform. If the balance remains negative after this period, the Operator will convert the debt into an equivalent cash value (GBP – Great British Pound) and will endeavour to recover the debt using a third-party debt collection agency.
10.1. Listings (“Listings”) are created by members for the purpose of buying and/or selling products and/or services via the Platform. Members can respond to Listings by submitting a quotation to win the business, or by submitting a price to purchase a product and/or service.
11. BARTER TRANSACTION
11.1. A barter (“Barter”) transaction occurs when two Members enter into a binding trade agreement with one another for the purchase and sale or a product and/or service, at an agreed price and Trade Token vs fiat (“FIAT”) currency ratio, which includes, but is not limited to GBP (Great British Pound), EUR (Euro) and USD (United States Dollar).
11.2. Payment will automatically be deducted from a buyers Trade Token balance, in addition to their designated payment card FIAT upon a quotation being accepted, and subsequently allocated to the sellers account and shown as ‘Pending’, whilst being held securely until a transaction has been completed.
11.3. Once a seller has confirmed the transaction as ‘complete’ within the Platform, and the buyer has confirmed the receipt of the products and/or services, payment will automatically be released and made available to the seller and the transaction will be complete.
12. CREDIT LINE
12.1. Business Members may apply for a credit line (“Credit Line”), subject credit worthiness, trading status and ability to repay, which is an interest free line of credit in the form of Trade Tokens.
12.2. Upon submitting an application for a Credit Line, the Member consents for the Operator to carry out a credit check using a third-party credit referencing agency. The Operator may also request 1-2 trading references as part of the application process.
12.3. The Operator may require security prior to approving a credit line, which can include a cash deposit or personal guarantee from one of the company officers registered at Companies House.
12.4. The Operator reserves the right to withdraw the Credit Line at any time, by providing 30 days written notice. If the Member’s Account balance becomes negative, as a result of the Credit Line being withdrawn, the Member must remedy this within 60 calendar days by selling their products and/or services through the Platform. If the balance remains negative after this period, the Operator will convert the debt balance into an equivalent cash value (GBP – Great British Pound) and will endeavour to recover the debt using a third-party debt collection agency.
12.5. If a Member uses their Credit Line and fails to repay the balance within 90-120 days, subject to the repayment terms that have been granted, the Member will receive a written notice providing 30 days to clear the outstanding balance. If the balance remains unpaid at the end of the 30 days, the Operator will convert the debt balance into an equivalent cash value (GBP – Great British Pound), and submit a cash invoice against the products and/or services that the Member purchased using the credit line, which must be paid within 30 days. If after this period the invoice remains outstanding, the Operator will endeavour to recover the debt using a third-party debt collection agency.
13. DISPUTES & REFUNDS
13.1. The Operator encourages Members to first attempt to resolve disputes between themselves using the direct message system within the Platform. Should this not be possible Members can request mediation support from the Operator. Once the mediation process has been completed, both parties agree to adhere to the Operator’s decision, whom they indemnify and hold harmless any claims or litigation as part of this process.
13.2.1. A seller is entitled to raise a dispute, if after 14 calendar days from concluding the transaction, the buyer fails to communicate with the seller via direct message, and does not confirm receipt of the products and/or services provided by the seller.
13.2.2. Once a dispute has been raised, both parties will have 14 calendar days to submit supporting evidence, which will be used for mediation purposes by the Operator. The Operator may request further information if required.
13.2.3. If the buyer fails to submit a defence, a decision will automatically be awarded in the favour of the seller.
13.2.4. Within 7 calendar days from receiving all final supporting evidence, the Operator will investigate and mediate the dispute. Upon providing a decision, the Operator will subsequently adjust the Member’s Account balances based on the outcome of the decision.
13.3.1. A buyer is entitled to request a full or partial refund, if a seller fails to deliver part or all of the products and/or services as agreed between to two parties.
13.3.2. Once a refund has been raised, both parties will have 14 calendar days to submit supporting evidence, which will be used for mediation purposes by the Operator. The Operator may request further information if required.
13.3.3. If the seller fails to submit a defence, a decision will automatically be awarded in the favour of the buyer.
13.3.4. Within 7 calendar days from receiving all final supporting evidence, the Operator will investigate and mediate the refund request. Upon providing a decision, the Operator will subsequently adjust the Member’s Account balances based on the outcome of the decision.
14. TRANSACTION FEES
14.1. Members will be charged a transaction fee (“Fee”) by the Operator for each transaction executed on or through the Platform.
14.2. FIAT (GBP) Fee: 7%
14.3. Digital Trade Token Fee: 3%
14.4. The above transaction fees exclude card-processing charges at 1.6% of the transaction value + £0.20 per transaction. The above are NET of VAT.
14.5. In the event of a cancellation or partial refund, the following applies:
14.5.1. If a Seller cancels a transaction without a valid reason, the transaction fee will still apply.
14.5.2. If a Buyer cancels a transaction without a valid reason, the transaction fee will be removed from the Sellers’s Account and applied to Buyer’s Account. If a payment card is not registered, the Buyer can pay the transaction fee via online bank transfer to the account details, which will be provided.
14.5.3. If a Buyer requests a full or partial refund, and the Seller is found to be at fault, the full or partial transaction fee will be applied to the Seller’s Account. If a payment card is not registered, the Seller can pay the transaction fee via online bank transfer to the account details, which will be provided.
14.6. If an Account is approved to pay fees by invoice, and a Member fails to make payment as per the date specified on the invoice, we may:
14.6.1. Charge you interest on amounts outstanding at our primary bank’s standard overdraft rate or similar credit interest rate (currently HSBC Bank PLC); and
14.6.2. Suspend or terminate your Account.
15. RESERVE ACCOUNT
15.1. The Operator will maintain a reserve account (“Reserve Account”, which will be used to supplement the Platform in the event that Member’s Accounts is terminated with a negative balance.
15.2. The Reserve Account cannot be used by an individual Member that has unpaid debt or a Member that are in a dispute with another Member in relation to a specific transaction.
16.1. Members accept full responsibility for the management and payment of all applicable taxes and duties, relating to transactions completed through the Platform.
16.2. Business Members
16.2.1. You agree to make all necessary tax payments where applicable. If You are VAT registered, VAT must be charged in Cash and Trade Credits, subject to the payment ratio that is agreed between the two Members. This can be managed within the Profile Management section of the Platform under VAT.
16.2.2. By completing reciprocal transactions typically a Your trading activity will NET off, including VAT, however, We recommend that you seek advice from your accountant or a tax specialist should you have any questions or require professional guidance.
16.3. Freelance Members
16.3.1. You agree to make all required legal and necessary tax filings, relating to Your self-employment required by any governmental body, and pay all applicable taxes including without limitation PAYE and/or other income tax and national insurance contributions.
17. YOUR NETWORK
17.1. Members that introduce new Members to the Platform will receive a commission of between 0.5% – 2% based on the gross transaction value, each time the introduced Member completes a transaction within the Platform.
17.2. Commission will be paid at the end of each month in the form of Trade Credits, which will be credited to the introducing Member’s account.
17.3. Commissions are paid for the life of the introduced Member’s account, so long as the introducing Member completes at least one purchase and/or sale via the Platform every 90 calendar days or once per quarter of the year (January – March, April – June, July – September, October – December).
17.4. Failure to complete at least one purchase and/or sale via the Platform during this period, will result in the cancellation of future commissions, for members that were introduced prior to the last commission payment date.
18. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
18.1. We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
18.2. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
19. ACCURACY OF BILLING AND ACCOUNT INFORMATION
19.1. We reserve the right to cancel any transaction that is made via the Platform. We may, in our sole discretion, limit or cancel the number of transactions made by each Account. These restrictions may include transactions pending or completed, placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel a transaction, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the transaction was made. We reserve the right to limit or prohibit transactions that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
19.2. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
20. OPTIONAL TOOLS
20.1. We may provide you with access to third-party tools over which, We neither monitor nor have any control nor input.
20.2. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. The Operator shall have no liability whatsoever arising from or relating to Your use of optional third-party tools.
20.3. Any use by you of optional tools offered through the site is entirely at Your own risk and discretion and You should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party providers.
20.4. We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to this Agreement.
21. THIRD-PARTY LINKS
21.1. Certain content, products and services available via our Platform may include materials from third-parties.
21.2. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and We do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
21.3. We are not liable for any harm or damages related to the purchase or use of product and/or services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
22. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
22.1. If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
22.2. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or this Agreement.
22.3. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
23. PERSONAL INFORMATION
24. ERRORS, INACCURACIES AND OMISSIONS
24.1. Occasionally there may be information on our website our within the Platform that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
24.2. We undertake no obligation to update, amend or clarify information in the Platform or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
25. PROHIBITED USES
25.1. In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
26. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
26.1. We do not guarantee, represent or warrant that your use of our Platform will be uninterrupted, timely, secure or error-free.
26.2. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
26.3. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
26.4. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
26.5. In no case shall the Operator, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
27.1. You agree to indemnify, defend and hold harmless the Operator and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of Your breach this Agreement or the documents they incorporate by reference, or Your violation of any law or the rights of a third-party.
28.1. In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
29.1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purpose.
29.2. This Agreement is effective unless and until terminated by either You or the Operator. You may terminate this Agreement at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
29.3. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of this Agreement, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access the Platform (or any part thereof).
29.4. In the event that a Membership is terminated as a result of a failing to comply with the terms of this Agreement, the Member’s Trade Credit balance will become forfeit, and allocated to a Reserve Account. The same applies for Members that enter administration and/or liquidation.
30. ENTIRE AGREEMENT
30.1. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
30.2. This Agreement and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).
30.3. Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party.
31. APPLICABLE LAWS / JURISDICTION
31.1. You agree to comply with all local rules and laws regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data.
31.2. This Agreement, its subject matter and its formation are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
32.1. Any inquiries concerning these Terms should be directed to us at email@example.com If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Nothing in this Agreement shall be deemed to create any rights for any third party beneficiary. The section titles in this Agreement are for convenience only, and have no legal or contractual effect. You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. The Operator may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent. If you have any questions about this policy or our site in general, please contact us at firstname.lastname@example.org.