(last revised: October 11, 2024)
1.1 gsmExchange.com Limited is a company registered in Ireland under company registration number 339239 and with its registered office at unit 21 The Cubes offices, BSQ, Sandyford, Dublin 18 (“gsmExchange.com").
1.2 These Terms have been updated to comply with modern regulations, including GDPR, CCPA, and international trade law. By using the gsmExchange.com website (the "Site"), you agree to be legally bound by these Terms. If you do not agree, please discontinue using the Site.
1.3 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.
1.4 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 Users are defined as anyone accessing the Site, whether registered or not. These Terms apply equally to all Users.
2.2 These Terms may be updated from time to time, and you are responsible for regularly reviewing them. Your continued use of the Site constitutes acceptance of any updates. Changes will be communicated prominently.
3.1 Access to the Site is generally free, but some services may require registration or payment.
3.2 gsmExchange.com reserves the right to change the features of the Site or deny access without prior notice.Access to premium features is conditional on successful registration.
3.3 Users are prohibited from attempting to circumvent security or undermine the integrity of the Site. Any such attempts will result in immediate termination of access.
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.
6.1 Your personal data is processed in accordance with our updated Privacy Policy. This policy complies with GDPR, CCPA, and other applicable data protection regulations. Please review the Privacy Policy, which forms part of these Terms.
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.
7.3 By becoming a Registered User, you consent to the inclusion of your personal data in our Global Buyer Database and authorise gsmExchange.com to share such information with other Users in accordance with Privacy Policy.
8.1 gsmExchange.com may suspend or terminate user accounts without prior notice in cases of suspected breach of these Terms, fraud, or inaccurate information. Users will be notified where possible.
9.1 gsmExchange.com may offer email services to registered users. These are subject to storage limits and proper usage. Misuse of the email service (e.g., for spam) will result in account suspension.
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:
1. immediately notify us of any unauthorized use of your Password or any other breach of security; and
2. ensure that you log out and fully exit your Account at the end of each session. 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 Registered Users posting third-party content must ensure it does not violate intellectual property rights or infringe on the rights of others. Inappropriate content may be removed, and accounts may be suspended.
12.1 gsmExchange.com provides a platform for Users to conduct transactions as buyers and sellers, facilitating the exchange of products and services. gsmExchange.com does not participate in, or control, the transactions conducted on the platform, and it is not responsible for the accuracy of product listings, the legality of products, or the conduct of buyers or sellers.
12.2 Buyers and sellers are responsible for independently verifying the identity and credibility of the parties they transact with. There is no guarantee of the accuracy of information posted on the Trading Floor, and Users are advised to conduct due diligence.
12.3 gsmExchange.com is not an auctioneer; we merely facilitate the connection between buyers and sellers through fixed price listings or auction-style bids. The responsibility for completing transactions rests solely with the buyers and sellers.
12.4 Users acknowledge that when transacting on the Site, they assume all associated risks, including but not limited to misrepresentation, fraud, defective products, delayed delivery, and breach of contract ("Transaction Risks"). gsmExchange.com shall not be liable for any losses resulting from such Transaction Risks.
12.5 If a dispute arises between a buyer and seller regarding a transaction conducted through the Site, gsmExchange.com encourages the parties to attempt to resolve the matter independently. gsmExchange.com may, at its discretion, provide mediation services but is not obligated to intervene in disputes between Users.
12.6 Buyers are legally obligated to complete a transaction once they win a bid or agree to a fixedprice purchase, provided that the seller meets all terms and conditions of the listing. Failure to complete a transaction without valid legal justification may result in the suspension of the buyer’s account.
12.7 Sellers are legally obligated to fulfill their obligations under a transaction, including providing accurate product descriptions and delivering the products as promised. Sellers are not permitted to engage in any practice that artificially inflates prices or manipulates the bidding process.
12.8 gsmExchange.com reserves the right to cancel any transaction or suspend any account that is found to be involved in fraudulent or abusive activity, including bid manipulation, false listings, or non-delivery of products.
12.9 All transactions conducted on the Trading Floor are subject to fees imposed by gsmExchange.com, which are deducted from the proceeds of the sale. The specific fees for each transaction will be detailed in the seller’s account prior to finalising the sale.
13.1 Transactions facilitated by gsmExchange.com are subject to fees. Sellers are responsible for providing accurate product information, and buyers are obligated to complete purchases for winning bids.
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:
1. purchase a Product listed on the Trading Floor from another User via the Trading Floor, or
2. are the highest bidder in a bid Transaction (i. e. if you are the highest bidder in a bid and your bid is accepted by the Seller) by the closing time for such bids, 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:
1. the Buyer fails to meet the conditions of the Seller's listing; or
2. gsmExchange.com cannot authenticate the Buyer's identity.
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 agree to indemnify and hold gsmExchange.com, its affiliates, directors, officers, agents, and employees harmless from any and all claims, demands, liabilities, losses, damages, and legal costs (including legal fees on a full indemnity basis) arising out of your use of the Site, including but not limited to: Your breach of these Terms and Conditions, Your violation of any third-party rights, including but not limited to intellectual property rights, or privacy rights, Your posting of unlawful, harmful, or defamatory content.
17.2 gsmExchange.com reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in defending the matter.
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:
1. the use or the inability to use the Site;
2. the use of any Content or other material on the Site or websites linked to the Site;
3. any defect whatsoever in Products, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
4. unauthorised access to or alteration by third parties of your of data, transmissions or private information;
5. statements or conduct of you or any third party on the Site;
6. any other matter relating to the Site: 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. 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 notices or communications must be made in writing and sent to the addresses provided. Notices may be sent electronically where applicable.
21.1 Subject to any additional agreements relating to the Premium Services, these Terms and the Privacy Policy constitute the entire agreement between you and gsmExchange.com with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter. These Terms will prevail over any conditions of sale imposed by a seller.
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.
21.5 gsmExchange.com's failure to exercise or delay in exercising a right or remedy provided by these Terms of use or by law does not constitute a waiver of those or any other rights or remedies.
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