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Terms and Conditions
GTS ONLINE LIMITED RESALE TERMS AND CONDITIONS
This legally binding agreement is made effective upon acceptance of this agreement between GTS ONLINE LIMITED ONLINE LIMITED ("GTS ONLINE LIMITED"or "We" or "Us") and the individual, company or other entity (“Supplier” or "You") named in the application and registration form relating to this agreement, which institutes an inseparable part of this agreement.
The parties agree as follows:
1 Definitions –
Transactions- means the Purchasing via the GTS ONLINE LIMITED website, by a Customer, of Products and/or Services that GTS ONLINE LIMITED has purchased from Supplier.
GTS ONLINE LIMITED Services- Means the services defined in clause 2 of this agreement between GTS ONLINE LIMITED and Supplier.
Products and/or Services- means products and/or services offered for sale on Suppliers` website, which we will purchase from Supplier for the sole purpose of immediate resale by us to Customers.
Customer/s- Supplier's customer/s.
Supplier Customer License Agreement – means the agreement made between Supplier and each of its Customers regarding Customer`s purchase of Suppliers` products and/or services offered for sale at the GTS ONLINE LIMITED Website.
GTS ONLINE LIMITED` Customer License Agreement - means the agreement made between each Customer and GTS ONLINE LIMITED regarding Customer`s purchase of Products and/or Services.Supplier Confidential Information – means any information made available by Supplier to GTS ONLINE LIMITED, which is designated as confidential by Supplier or which is by its nature clearly confidential, except Customers` Data.
Customers' Data – means all data with respect to the Customers, including, names, e-mail addresses, ETC.
2 Services - The following services are provided by us (“GTS ONLINE LIMITED Services”). We warrant and undertake to allocate suitably qualified and experienced personnel for the provision of the GTS ONLINE LIMITED Services.
2.1 Resale services of Products and/or Services offered for sale on Suppliers` website, which we will purchase from you for the sole purpose of immediate resale by us to Customers. The payment to you for any Products and/or Services will be contingent on the payment of the Products and/or Services’ price by the Customer, and we assume no liability for such payment, as further set forth below.
The following terms and conditions shall apply to the resale of Products and/or Services:
(i) the Products and/or Services shall be purchased by us from you, for immediate resale by us to the Customer; Once the Products and/or Services are purchased by us as aforesaid, we shall acquire full legal ownership of them;(ii) you will deliver the Products and/or Services directly to the Customer and we will not have physical possession of any Product; (iii) you will bear the full risk of damage or loss to Products and/or Services until the time of delivery of the Products and/or Services from you to the Customer; (iv) you will retain your full liability as the seller of the Products and/or Services, both to us and to the Customer, including without limitation in respect of product liability (if and to the extent applicable); (v) Customers will contact us in any matter and/or problem that may occur regarding the Products and/or Services purchased by them. We shall supply full first line service and support for all Products and/or Services sold to Customers. We shall contact you on the Customers` behalf, and forward Customers` application to you, which you shall bear full responsibility with respect thereto; (vi) You retain full liability to the contract of sale commitment that we shall be bound by, towards the Customer, covering all appropriate consumer rights and protection applicable within the legal jurisdiction of the sale. (vii) We shall be entitled to use the Customers' Data, for no consideration, for any use (including, without limitation, saving the Customers' Data and using it for further contacts with the Customers (including, without limitation, presenting new commercial offers, new promotions, etc.), all without limitation except for limitations pursuant to any applicable law and save for transferring the Customers' Data to any third party.
2.2 Credit card processing services with respect to all Transactions that are processed by us.
2.3 Risk management services with respect to all Transactions that are processed by us, including the following tools: card verification codes (CVV2/CVC2); velocity checks; limits modules; negative DB (email, IP address, address, etc.); customizable rules (if/then logic); geo-location technologies; pre/post-process, transaction analyses before/after submission to the acquiring bank; and address verification systems when applicable (AVS).
2.4 Customer service and support services to your Customers to provide information on issues related to the Products and/or Services purchased by them through our website, via phone, email and live chat.
2.5 Access to and the right to use any operating manuals or instructions we may provide from time to time in relation to the GTS ONLINE LIMITED Services.
Termination and Change of GTS ONLINE LIMITED Services. Notwithstanding anything stated or implied to the contrary in this Agreement, we may at any time, without derogating from our other rights under this Agreement, terminate any or all of the GTS ONLINE LIMITED Services, effective immediately upon issuance of a written notice to you. In addition, we may change the terms or specifications of any of the GTS ONLINE LIMITED Services, by advance notice of not less than 30 (thirty) days, unless such change is the result of any change by the acquiring bank or the relevant worldwide incorporated body regulating and processing specific brands of credit cards (“Card Association”) which comes into effect sooner than that.
3 Grant of License. In accordance with this Agreement, supplier grants us a non-exclusive, non-transferable license to sell and deliver the submitted Products and/or Services via the web site known as www.GTS ONLINE LIMITED.com. Once we purchase the Products and/or Services from you, we retain full legal ownership of the Products and/or Services that are to be sold to the Customer.
4 Right to Purchase and Resell. Supplier hereby grants to GTS ONLINE LIMITED , and GTS ONLINE LIMITED hereby accepts, the non-exclusive, non-transferable right to market, distribute and sell the Products and/or Services to Customers using the GTS ONLINE LIMITED website. Legal ownership of licenses for the Products and/or Services shall be transferred from Supplier to GTS ONLINE LIMITED, and from GTS ONLINE LIMITED to Customer only upon the Customer's execution of the Purchase Agreement setting forth GTS ONLINE LIMITED' terms and conditions of sale, and acceptance of the Supplier's License Agreement. GTS ONLINE LIMITED shall not retain ownership of the licenses.
5 Liability. Subject to GTS ONLINE LIMITED' liability to make payments for gross negligence, willful misconduct, and for intellectual Property infringement set out in clause 6, or for a breach of clauses 20 and/or 22, GTS ONLINE LIMITED shall not be liable for any claims or damages arising from its inability to fulfill, in whole or part, any of the GTS ONLINE LIMITED services (as set in clause 1) or from any failure of or defect in the GTS ONLINE LIMITED website and the Supplier indemnifies and holds GTS ONLINE LIMITED harmless against any such claim or damage from any party whatsoever. All implied warranties relating to GTS ONLINE LIMITED, including without limitation any warranty for fitness of purpose or of merchantability, are expressly excluded.
The Supplier indemnifies and holds GTS ONLINE LIMITED harmless against any claim or damage from any party whatsoever arising from such party's use of the Products and/or Services as delivered to GTS ONLINE LIMITED.
6 Warranty of Title and Use.
6.1 Supplier warrants that it (and anybody authorized by it) has the right to distribute and license the Products and/or Services, that such distribution and sale is lawful, and will not infringe the intellectual property rights, or any rights, of any third party, and further that no fraudulent or unlawful use of the GTS ONLINE LIMITED website and services will be caused or permitted by the Supplier. Supplier shall defend, indemnify, and hold GTS ONLINE LIMITED harmless against any claim or damage from any party whatsoever arising from a breach of these warranties.
6.2 Supplier warrants that it (and anybody authorized by it) will NOT use any of the GTS ONLINE LIMITED Links on any illegal marketing campaigns.
6.3 Supplier warrants that it (and anybody authorized by it) will NOT use any of the GTS ONLINE LIMITED Links on any UCE (spam) email campaigns, whether the email addresses are of opt-in type or not.
6.4 GTS ONLINE LIMITED warrants that it has the right to provide the GTS ONLINE LIMITED Services and to license the GTS ONLINE LIMITED website and warrants peaceful enjoyment by the Supplier of the license rights conferred on the Supplier on the Terms and Conditions hereof.
6.5 GTS ONLINE LIMITED warrants that the GTS ONLINE LIMITED Services and the Intellectual Property contained in the GTS ONLINE LIMITED website does not infringe the Intellectual Property rights of any person. GTS ONLINE LIMITED will indemnify the Supplier in the event of any claim being made against the Supplier in respect of any infringement of Intellectual Property rights of any third party in and to the GTS ONLINE LIMITED Services or GTS ONLINE LIMITED website.
6.6 GTS ONLINE LIMITED warrants that it shall use its best efforts to maintain the security of its on-line distribution service and shall cease distribution of the Products and/or Services at any time it has reason to believe that such security has been compromised.
6.7 Except as set in this Agreement, and to the extent an express Products and/or Services warranty is made to a Customer in the Supplier Customer License Agreement, Supplier makes no warranties or representations regarding the Products and/or Services to any person. To the extent permitted by applicable law, all implied warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose, are hereby excluded. Neither the Supplier, nor any of its licensors warrants the results of any products or that all errors in the products will be corrected, or that the functionality of the product will meet GTS ONLINE LIMITED' or any Customer's needs.
7 Software Changes. GTS ONLINE LIMITED reserves the right to change, add to, improve and issue new versions of the GTS ONLINE LIMITED software, in which event GTS ONLINE LIMITED shall notify the Supplier of such changes, additions, improvements or issues of new versions of the GTS ONLINE LIMITED software. The Supplier shall make every endeavor to use the latest version of the GTS ONLINE LIMITED software as soon as is possible.
8 Intellectual Property.
8.1 All Intellectual Property rights in the GTS ONLINE LIMITED website and GTS ONLINE LIMITED Services are and shall remain the property of GTS ONLINE LIMITED , and the Supplier shall not remove any markings, trade names or logos from any product of GTS ONLINE LIMITED '.
8.2 The Products and/or Services shall remain the sole property of the Supplier or its licensors, and full legal ownership of the Products and/or Services shall be acquired by GTS ONLINE LIMITED once it purchases the Products and/or Services from Supplier. Nothing contained in this Agreement shall grant to GTS ONLINE LIMITED any right, title or interest in and to the trademarks, copyrights, patents or trade secrets of the Supplier or its licensors.
8.3 GTS ONLINE LIMITED shall not alter, erase or deface any trademark, trade name, copyright and other notices of proprietary rights used by the Supplier for the Products and/or Services and will not during or after the term of this Agreement, assert or claim any interest in, or do anything that may adversely affect the validity or enforceability thereof.
GTS ONLINE LIMITED shall use its best efforts to protect the proprietary rights of the Supplier and its licensors and to cooperate in the Supplier's efforts to protect such rights. GTS ONLINE LIMITED agrees to promptly notify the Supplier of any actual or suspected violation of such proprietary rights of which it has knowledge.
9 Payments. The Supplier shall be entitled to appoint an independent auditor for the verification of the monthly total sales revenue and GTS ONLINE LIMITED' fees due to GTS ONLINE LIMITED by the Supplier. The Supplier shall furnish 14 days notice in writing of its request for such an auditor. The Supplier undertakes to make payment of the costs of the auditors in preparing such a report in the event of no errors being found in the manner of calculation of the payments made to the Supplier. In the event of any errors being found in the manner of calculation of the payments made to the Supplier by the auditors` report GTS ONLINE LIMITED shall pay for the costs of such report in addition to the payment of all fees owing.
9.1 Should GTS ONLINE LIMITED reasonably believe that the GTS ONLINE LIMITED website or services are being fraudulently used, GTS ONLINE LIMITED has the right to withhold payments to the Supplier pending further investigation by GTS ONLINE LIMITED.
9.2 GTS ONLINE LIMITED will process on a monthly basis total sales made up to the last calendar day of the previous month, and this total will be distributed to the Supplier by the fifteenth day of the following month, all subject to the provisions of this agreement including without limitation, the provisions of Section 9.3-9.5 hereinafter. Payment will be made on the account only when sales have reached a minimum of 500.00 currency units (per processing). GTS ONLINE LIMITED shall be entitled to recover from the Supplier or to setoff against future amounts owing, at GTS ONLINE LIMITED' discretion, payments that are charged back or disputed by the Customer.
9.3 Tax and Other Liability. Supplier shall be fully responsible for all taxes, fees and other costs incidental to and arising from any sale of the Products and Services by Supplier or their resale by GTS ONLINE LIMITED, and from any payments made to Supplier or to GTS ONLINE LIMITED in connection with this Agreement. Without prejudice to the generality of the above, Supplier shall pay the applicable taxes (including but not limited to VAT) to the appropriate authorities, and shall handle the payment thereof. GTS ONLINE LIMITED will make all payments which are required of GTS ONLINE LIMITED for such tax and other fees and costs, and GTS ONLINE LIMITED will also make any such payments on Suppliers` behalf if GTS ONLINE LIMITED believes it is required to do so (such as withholding tax). Any such payments made by GTS ONLINE LIMITED, including all other costs, expenses or losses that may be caused to GTS ONLINE LIMITED as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which GTS ONLINE LIMITED may be subject whether in connection with making payments to Supplier, with Transactions effected by the customer or with the resale of the Products and Services, will be deducted from Suppliers` remittances.
9.4 Additional Charges. GTS ONLINE LIMITED also reserves the right to charge Supplier reasonable fees and charges in respect of excessive customer inquiries, Refunds or Chargebacks and any costs and expenses caused to GTS ONLINE LIMITED in connection with them..
9.5 Customer refunds shall be processed by the Supplier using the GTS ONLINE LIMITED Refunds facility. GTS ONLINE LIMITED has incurred charges even if the monies are refunded, therefore Supplier shall continue to be responsible for any commissions assessed at the time of payment and shall be liable for them.
When a chargeback occurs, GTS ONLINE LIMITED will charge the Supplier's account for the chargebacked amount in addition to a USD25.00 chargeback fee, this transaction behaves as a Refund. GTS ONLINE LIMITED will bear the USD25.00 applied chargeback fee in the case that the chargeback ratio is less than 0.4% of the total sales for the Title during the current payment cycle. If the chargeback ratio exceeds 0.4% of the total sales then the applied chargeback fee of USD25.00 will be deducted from the account of the Supplier and there will be no other hidden or implicit charges to the Supplier.
Suppliers are required to maintain a refund policy that allows Customers to request a refund within 30 days of their purchase. Such refunds would be necessary if the product does not work properly or it was not as described by the Supplier. In order to prevent chargebacks, Suppliers are encouraged to maintain a more lenient, no questions asked, refund policy whenever possible. If a refund dispute arises, it should be taken care of by the Supplier within 10 business days. If the dispute is not resolved within the ten day time frame, GTS ONLINE LIMITED reserves the right to issue refunds on behalf of the Supplier.
9.6 All payments will be made in Processing currency
10 Duration. This agreement shall continue subject to termination by either party serving upon the other written notice of one calendar month of such party's intention to terminate this agreement.
10.1 Any monies collected by the GTS ONLINE LIMITED services on behalf of a Supplier after termination shall continue to be paid out by GTS ONLINE LIMITED, subject to these terms and conditions, but GTS ONLINE LIMITED shall have no duty to process any Transaction for the Supplier. GTS ONLINE LIMITED may retain a reserve from the monies collected for up to 3 months to cover future chargebacks and refunds, this reserve will be paid out to the Supplier when deemed appropriate by GTS ONLINE LIMITED.
10.2 If in the sole discretion of GTS ONLINE LIMITED it is considered that the GTS ONLINE LIMITED website or Services have been fraudulently used by either the Supplier or the Supplier's Customers, or that the Supplier's Products and/or Services are not deemed acceptable, GTS ONLINE LIMITED shall have the right to terminate this agreement immediately on notice to the Supplier.
10.3 If in the sole discretion of the Supplier it is considered that the Products and/or Services have been fraudulently used, that the security of the Products and/or Services has been jeopardized, or that GTS ONLINE LIMITED is in material breach of its payment obligations to the Supplier, the Supplier shall have the right to terminate this agreement immediately on notice to GTS ONLINE LIMITED.
10.4 Upon termination, GTS ONLINE LIMITED shall remit all fees owing to the Supplier according to the terms of this agreement; GTS ONLINE LIMITED is saving the right to hold the funds needed to cover the risk involved for up to 6 months.
11 Suppliers` sale prices. The Supplier's sale prices shall be set by the Supplier and entered in the GTS ONLINE LIMITED web site
12 Supplier`s Customer license. It shall be the Supplier's responsibility to provide a Customer license, and such license shall not contain any terms or conditions that are contradictory to those in this agreement. The Supplier may update its Customer license at any time and GTS ONLINE LIMITED shall promptly substitute any updated version of Supplier's Customer license provided by the Supplier. GTS ONLINE LIMITED may not modify Supplier's Customer license or agree to any changes thereof without the Supplier's express written consent.
12.1 In the event that the Supplier's Customers` License Agreement conflicts with the provisions of GTS ONLINE LIMITED' Customers` License Agreement then the provisions of GTS ONLINE LIMITED' Customers` License Agreement shall prevail.
13 Notice of Errors and Infringements. The Supplier shall notify GTS ONLINE LIMITED immediately if it becomes aware of any errors in the GTS ONLINE LIMITED software or GTS ONLINE LIMITED services, and of any infringement of any of GTS ONLINE LIMITED' intellectual property rights.
14 Service of Notices. Any notice to be given hereunder shall be sufficiently given if forwarded by e-mail with receipt, registered post, or hand or courier delivery, to the last known corresponding address or number of the receiving party.
15 No Partnership or Agency. GTS ONLINE LIMITED is a purchaser and reseller of Products and/or Services as an independent contractor and is not an agent or employee of Supplier. Nothing in this agreement shall constitute or be deemed to constitute, a partnership between the parties, or to constitute either party as an agent of the other. The Supplier shall have no authority or power to bind GTS ONLINE LIMITED or to contract in the name of GTS ONLINE LIMITED or to create a liability against GTS ONLINE LIMITED in any way or for any purpose. Except as provided in this Agreement, neither party shall have any authority or power to bind the other or to contract in the name of the other party or to create a liability against the other party in any way or for any purpose.
16 Severability. Should any part of this agreement be declared to be void or invalid by the final decision of any court of competent jurisdiction, the remainder of this agreement shall continue to be in force between the parties, as if the portion which has been declared invalid or void was excluded from the Agreement at commencement thereof.
17 Force Majeure. Neither party will be liable for any delay in or failure of performance if such delay or failure arises from any event beyond its reasonable control including any Act of God, civil commotion, fire, explosion, lightning, storm, flood, earthquake, accident, rebellion, insurrection, riot, industrial dispute or lock-out, or act of government. If such an event prevents or delays one party from performing any of its obligations under this agreement, it must notify the other party as soon as reasonably practicable, and must recover from such position as soon as possible.
18 Law. This agreement shall be governed by the laws of the State of Cyprus
19 General. No representation, term, condition, guarantee, or warranty, not contained in this agreement, nor any amendment of, addition to, or consensual cancellation of, this agreement, nor any indulgence of one party by the other, or waiver of either party's rights provided in terms of this agreement, shall be binding on the parties unless reduced to writing and signed by or on behalf of both parties.
20 GTS ONLINE LIMITED at its sole discretion, is allowed to: (a) conduct any necessary investigations before approving a Products and/or Services sale to Customer; (b) refund a Customer's purchase and the Supplier has no recourse (practically speaking, we send the Supplier 3 emails of increasing urgency to respond to the Customer's refund request, and if they ignore all 3 requests and the Customer is credibly threatening a chargeback, we refund)
21 Adult entertainment content (porn, gambling, etc.) is not permitted on GTS ONLINE LIMITED, and GTS ONLINE LIMITED reserves the right to immediately shut off any Supplier account in violation.
