Circulate Terms of Service and Sales

Last updated: 21 June 2022

Please read these Terms of Service ("Terms") carefully before using or purchasing from the Circulate Marketplace (“Marketplace”) at circulate8.com, operated by Circulate AB, reg. No. 559325-6737 ("Circulate", "us", "we", or "our") or any of the (i) web page(s), (ii) services, (iii) content, (iv) databases and (v) information (together, or individually, the "Service(s)") provided by Circulate. For purposes of these Terms, “you” and “your” means you as the User of the Service and Buyer of the Products.

Your access to and use of the Service and all of your purchases by way of using the Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Service and to make purchases by way of using the Services.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have permission to access the Service and must refrain from making any purchases via the Service.

1. General

The Marketplace is an online service provided and operated by Circulate for companies (a “User”) that buy (“Buyer”) products (“Products”) and manages their purchase process through Circulate or any of their associated companies.

The following Terms set forth the legally binding terms between Circulate and the User registering for and/or using the Service, as well as the individual creating a “User Account”. By registering a User Account you, as the representative of that User, agree to bound this User by these Terms as a User. If you are accessing or using the Service on behalf of a business or entity, then that business or entity is legally and financially responsible for your access to and use of the Service as well as for the use of your User Account by others affiliated with your entity, including any employees, agents or contractors.

By creating a User Account you give us permission to collect personal data about you according to Circulate’s Privacy Policy.

2. Using the Circulate Marketplace

2.1 Use of the services

The fact that Circulate has made the Services available to the User does not constitute a recommendation to enter into a particular transaction. The User should not construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice.

The publication of a listing of a Product on the Marketplace is not an offer but constitutes an invitation by Circulate to the Users to make an offer on that listing of that Product.

2.2 Registering and Accounts

In order to register as a User on the Circulate Marketplace, you need to register a User Account and complete the applicable registration process and provide all mandatory information required by Circulate.

Circulate reserves the right to verify and approve any User including verifying the representative of any organization who carries out the registration process to create a User Account. Circulate will, inter alia, take into account possible formal restrictions applicable in the representative’s domicile.

Circulate reserves the right to refuse to let you register or use the Service at our sole discretion, and we are not obliged to provide you with any reasons for such refusal. We may do this even if you complete the registration process and agree to these Terms.

You may not use register for the Service if you are younger than 18 years of age. By using the Service, you represent and warrant that you are over the age of 18.

You are responsible for maintaining the confidentiality of your User Account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your User Account.

You may not use as a username the name of another person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene.

All information you give us must be truthful, accurate, and complete. This includes the information that you provide in the vetting process, the registration process, and at any time after that.

2.3 Right to limit, block or suspend User Accounts

Circulate reserves the right to limit, block or suspend any User and/or connected User Account if:

1. Circulate, in its reasonable opinion, believe that an User or an individual have acted in violation of these Terms or any other agreement with Circulate;
2. Circulate is required to do so under any applicable law, regulation, or an order issued by an authority;
3. Circulate suspects that User is using the Marketplace, Services and/or any company associated with Circulate or their services, to engage in, attempt to engage in, or in connection with fraudulent or unauthorized manner, money laundering, terrorist financing or other financial crime;
4. Circulate has reason to believe that a User or an individual has supplied false, misleading, or deceptive information in connection with registration, identity verification; or
5. Circulate has reason to believe unauthorized attempts where/are made to access a User Account.

3. Sales and payment

3.1 Sale of Products

Circulate is distributing Products from various manufacturers. When User is submitting an offer for a listing of Products, the order will not be binding upon Circulate until such time as Circulate has confirmed the order. All information on delivery times is to be considered as Circulate’s best effort indication based on information available to it at the time of the order confirmation, but shall by no means be binding upon Circulate. Delivery will be confirmed upon shipping from Circulate’s supplier. Custom orders have a 10%+/- tolerance for production variance. No variance is tolerated for standard orders.

Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, VAT or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your use of the Service and purchase of Products, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.

3.2 Payment

Circulate charges the agreed purchase amount according the order confirmation to the Buyer in the manner provided for in the order confirmation (invoice, direct debit, credit card or other means of payment). Full payment to Circulate is a precondition for delivery.

Any overdue and undisputed payments shall carry interest in accordance with the Swedish Interest Act.

4. Goods, returns, cancellation and product liability

4.1 Goods

Delivery of the Products will be made to Buyer on behalf of Circulate by the supplier of the Products. Delivery is made EXW (Incoterms 2020) Suppliers's warehouse unless otherwise agreed. Buyer shall pay all costs for delivery, including transport fees, customs fees and other duties.

4.2 Returns

Circulate does not accept returns of the orders delivered unless the Products are defective.

4.3 Right to cancel orders

Circulate reserves the right to cancel any orders within 48 hours. Buyer may not cancel the order once it has been confirmed by Circulate.

4.4 Product liability

Buyer understands and accepts that Circulate is not the manufacturer of the Products and that Circulate carries Products from several different suppliers. Circulates liability and responsibility regarding delivered Products is limited to what Circulate is provided by the supplier on a back-to-back basis. Circulate will, if necessary, share with the Buyer the relevant liability provisions.

5. Quality inspection

When the Products arrive at Buyer’s premises, the Buyer shall within an as short period as is practicable in the circumstances, have all the Products inspected in order to observe and approve the packing, quality, condition, and transportation of the Products.

In the event that any quality or condition problems are detected during the inspection, the Buyer shall immediately and without delay, within two working days after receiving the Products, inform Circulate hereof, by making a written claim (“Claim”) on the Marketplace, providing all relevant documentation. A Claim must be made within ten (10) business days following delivery (the “Claims Period”), or be forfeited.

Circulate will handle the Claim in relation to the supplier of the Products. Circulate reserves the right to reject any Claim if the Claim is not supported by submitted documentation. If the supplier accepts the Claim, the supplier will redeliver non-defective Products. The Buyer has no other recourse for defective Products than accepting redelivery.

The Buyer agree that any claim regarding the quality or condition of the Goods presented after the Claims Period has ended, or that is not complying with the claim procedure established in this clause shall be considered as an invalid claim and shall relieve Circulate from any liability regarding such quality or condition of the Products.

All communication regarding potential claims and quality inspections shall, in order to be valid, be processed in writing through the Marketplace.

The Buyer undertake to mitigate all potential losses to the greatest extent at all times.

6. Miscellaneous general provisions

6.1 Intellectual property

Unless otherwise specifically agreed in writing with Circulate nothing in the Terms gives You the right to use any of the Circulate or Services trade names, trademarks, logos, domain names, or other distinguishing marks.

6.2 No legal or operational advice disclaimer

It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, documents, contracts, or other content available through the Circulate Marketplace. No content on the Marketplace shall be regarded as legal or operational advice. Circulate is expressly not liable for any errors or omissions in the content, or for the consequences of actions based on reliance on any content.

6.3 Modification of Terms; Notices

Circulate reserves the right to, without liability, at any time, amend, add or remove parts of these Terms. It is your own responsibility to stay informed of any update of the Terms each time you use the Marketplace. Your continued use of the Marketplace after changes have been made in the Terms means that You accept and agree to those changes.

6.4 Confidential information

You and Circulate (separately “Party”, together “Parties”) each undertake to treat as “Confidential Information” as and when disclosed to the other party; all of the other party’s information, technical and business data or know-how which is designated in writing, or identified orally as confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be, confidential and/or proprietary information. Confidential Information does however not include information that:

1. was in or enters the public domain through no fault of the receiving party;
2. is communicated by a third party to the receiving party free of any obligation of confidentiality;
3. has been independently developed by the receiving party without reference to any Confidential Information of the disclosing party; or
4. was in the receiving party’s lawful possession prior to disclosure and had not been obtained either directly or indirectly from the disclosing party.

Each Party shall hold the other Party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other Party’s confidential information for any purpose other than as required to perform under these Terms or any other agreement between the Parties.

6.5 Assignment

You have no right to transfer, assign or sublicense its rights under these Terms to any other third party, in whole or in part, without the prior written consent of Circulate.

6.6 Severability and non-waiver

If any provision of these Terms is held to be legally invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Failure by either Party to enforce any provision of these Terms or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right unless express and in writing. No waiver shall be interpreted as setting a precedent.

6.7 Indemnification

You agree to defend, indemnify and hold harmless Circulate and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password or (b) a breach of these Terms.

6.8 Limitation of Liability

IN NO EVENT SHALL CIRCULATE, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE OR ANY PURCHASES MADE BY WAY OF USING THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORISED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL CIRCULATE BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF FIFTY (50) PER CENT OF THE PURCHASE PRICE FOR THE ORDER THAT GAVE RISE TO A LIABILITY TO PAY DAMAGES.

6.9 Disclaimer

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

CIRCULATE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY OF THE CONTENT ON THE SERVICE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

6.10 Governing law and Disputes

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Sweden without regard to its principles of conflicts of laws. This English version of these Terms shall be deemed as the original, governing version.

In the event of a dispute or claim arising out of or in connection with these Terms or its subject matter or formation, the parties involved shall first seek settlement of that dispute by mediation or negotiation. If the dispute is not settled by mediation or negotiation within thirty (30) days, each party irrevocably agrees that the dispute shall be settled by the District Court of Stockholm, Sweden in the first instance.

6.11 Force majeure

Neither Party shall be liable to the other for any delay or non-performance of its obligations under these Terms to the extent that such delay or non-performance arises directly from any cause or causes beyond its reasonable control and which the party could not reasonably be expected to have anticipated and the consequences of which the party could not have reasonably avoided or surmounted (a “Force Majeure Event”). A Force Majeure Event at a sub-supplier shall be considered as a Force Majeure Event for the Party in question.