Trinity Group Ltd provides a communications platform and related services through which Sourcing offices, Realtors, Buyers, Retailers. Manufacturers, Logistic companies and Suppliers (collectively “Users”) can establish an electronic marketplace for the purchase and sale of goods and services. These services are accessible through Trinity Group Ltd’s’ web site (“Trinity”), located at http://www.trinitybidding.co.uk；http://www.trinitybidding.com；http://www.trinitybidding.fr；http://www.trinity-bidding.com
This Usage Agreement, the Privacy and Confidentiality Policy, govern each User’s use of Trinity and constitute the “Terms and Conditions”. By clicking “Login” button, each User accepts and is legally bound by the Terms and Conditions. Continued access to Trinity and its services, including without limitation all licenses granted hereunder, is subject to compliance with the Terms and Conditions and any breach of the Terms and Conditions will be pursued by legal action to the fullest extent possible.
Users that have any questions about the Terms and Conditions are invited to contact Trinity Group Ltd.
1. Users; Warranties
Through the platform provided by Trinity, Users can view website , participate in transactions and take part in an electronic marketplace.
Users represent and warrant that they(1) are duly authorized to cosent to these terms and condition on behalf of their respective companies; (2) Can form legally binding contracts under applicable law ; (3) Have the right to grant te intellecutual and informational property rights at issue under this agreement, And that such grants do nor infringe the rights of any third party; And (4) are commercial businesses, not consumer users, for purposes of using Trinity.
2. IDs and passwords
User IDs and passwords are confidential and proprietary. It is a violation of the Terms and Conditions for a User to disclose its password or share its ID or password with any unauthorized third parties, or to use its ID or password for any unauthorized purpose. Each User, and not Trinity Group Ltd, is solely responsible for any unauthorized use of User’s ID or password.
3. Transacting on Trinity
Transactions on Trinity are governed by the Terms and Conditions. The specific terms and conditions of each transaction (such as pricing, warranties, delivery, etc.) entered are established between the buyer and seller. Trinity is a venue through which users can transact. Users decide in their individual capacities with whom to do business. Trinity Group Ltd is not a party to any transaction entered upon Trinity. Trinity Group Ltd does not set nor endorse the price, contract terms, quality, safety, conformance or legality of the products advertised or offered for sale, the ability of sellers to sell products or the ability of buyers to buy products. Trinity Group Ltd cannot and does not control whether sellers will complete the sale of products they offer. Trinity Group Ltd is not responsible with respect to payment or collection for orders made and bids placed on Trinity.
4. No warranty
By assenting to these terms and conditions, users assume any and all responsibilityand risk of use of Trinity and any products or services contained therein. Trinity Group Ltd and its suppliers provide Trinity and services “As is” and “As available,” Without any warranty or condition of any kind, express, implied or statutory.Trinity Group Ltd and its suppliers expressly disclaim any warranties of any kind, including but not limited to, (A) the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (B) that service will be continuous, uninterrupted and/or error-free; (C) as to the quality, identity or reliability of any buyer or seller and whether any user should do business with such buyer or seller; and (D) as to the accuracy of any information made available on or through Trinity by or on behalf of any seller or buyer.
Because Trinity Group Ltd is not a party to any User-to-User or User-to-”Third Party Provider” (as “Third Party Provider” is defined in Section 7) agreements, and has no control over the truth or accuracy of representations made by these parties, or the ability of parties to any such agreement to fulfill their part of any transaction, each User hereby releases and agrees to hold harmless Trinity Group Ltd, and its officers, directors, subcontractors (including without limitation technology providers) acting in their capacity of providing services to Trinity Group Ltd, agents, and employees from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of Trinity or any agreement or transaction between any User, on the one hand, and any other User (whether or not consummated) or any Third Party Provider, on the other hand.
6. Good Faith and Fair Dealing
Each User hereby agrees to act in accordance with the principles of good faith and fair dealing when transacting on Trinity. Trinity Group Ltd reserves the right to investigate any allegation or evidence of any User’s failure to abide by the principles of good faith and fair dealing in connection with its use of Trinity, and to fashion and enforce remedies, in its sole but reasonable discretion, in order to address any violation of such principles.
7. Information posted on the Site
Trinity contains news and information published by various third party providers, some of which may contain facts, views, opinions, analyses and recommendations of individuals and organizations deemed of interest. Trinity Group Ltd does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorses these views, opinions, analyses, or recommendations. Users assume sole responsibility and risk for use of such content.
Trinity may contain links to third party web sites not under the control or operation of Trinity Group Ltd. Trinity Group Ltd provides links only as a convenience and does not endorse, and is not responsible for the contents of any linked site. Users assume sole responsibility and risk for use of such third party links.
Each User’s postings to Trinity are the sole responsibility of the User. Each User hereby acknowledges and agrees that Trinity Group Ltd has no obligation to monitor content or third party links, and expressly disclaims any responsibility of Trinity Group Ltd to filter any such content. However, Trinity Group Ltd reserves the right to take any action with respect to information posted on Trinity that Trinity Group Ltd deems inappropriate in its sole discretion, including but not limited to the immediate removal of offensive or harmful content, or suspension or termination of any User’s rights of use. Users shall not post information on Trinity that is, or offer products or services for sale that are:
- fraudulent or related to the sale of counterfeit or stolen items;
- infringing of any third party’s rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
transmitted anonymously or labelled under a false name;
- in violation of any applicable law, statute, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- obscene, indecent or pornographic;
- defamatory, trade libellous, threatening or harassing; or
- unsolicited or unauthorized advertisements, promotions, or other forms of solicitation.
In addition, Users may not link directly or indirectly to, or include descriptions of, products or services (1) that are prohibited by this Usage Agreement or the fruits of such prohibited products or services, or (2) to which the User does not have the right to link or include. Users must obtain Trinity Group Ltd’ express permission to link Trinity to their web sites. Furthermore, Users may not post to Trinity Group Ltd or sell through Trinity any product or service that could cause Trinity Group Ltd to violate any applicable law, statute, ordinance, or regulation of any jurisdiction. As a convenience to Users, Trinity Group Ltd may identify various companies that provide inspection, financial, insurance and other services, and Trinity Group Ltd may, from time to time, provide access to these services directly from Trinity. Additionally, Trinity Group Ltd may provide Users with introductions to or marketing information on behalf of providers of certain products and services. All such parties shall constitute “Third Party Providers”. Trinity Group Ltd will not be a party to any agreement between a User on the one hand and a Third Party Provider on the other hand, or play a part in any negotiations between the parties involved. Trinity Group Ltd may, however, receive a commission, or other remuneration from Third Party Providers based on the provision of such services, access, introductions, or information to Users.
8. Compliance with laws
Each User shall comply with all applicable laws, statutes, ordinances and regulations regarding the use of Trinity, bidding on or purchase of merchandise, and posting and retrieval of information (including without limitation those governing export control, unfair competition, antitrust, or false advertising). Each User hereby acknowledges that Trinity Group Ltd has an express policy of complying with the antitrust laws and that the operation of Trinity is not intended to facilitate collusion or other illegal agreements among competitors. Accordingly, each User hereby represents and warrants that it does not intend to and will not use Trinity to violate the antitrust laws and will not knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive agreement among competitors.
9. Intellectual and Informational Property; Ownership
“User Information” shall include any information a User transmits on Trinity, or provides to Trinity Group Ltd, including without limitation, all information provided in the registration, listing, or buying and selling processes. User Information includes Contact Information and Transactional Data as further described in the Privacy and Confidentiality Policy. Users retain sole ownership of their User Information. “Trinity Group Ltd Information” includes, without limitation, all data, reports, analysis, marketing strategies, sales estimates, and performance results, developed or derived in connection with the operation of Trinity. Trinity Group Ltd Information shall not be specific or identifiable to any particular User. Users will have no ownership interest in or right of access to Trinity Group Ltd Information.
So that Trinity Group Ltd does not violate any rights a User has in its User Information, each User hereby grants to Trinity Group Ltd a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to reproduce, transmit, distribute, and publicly display such information, and create derivative works from such information, in connection with the operation of Trinity, and Trinity Group Ltd marketing, publicity and advertisement thereof in any form and media now known or currently unknown. User Information will be used in accordance with the then-current Privacy and Confidentiality Policy, incorporated herein by reference. Trinity Group Ltd may refer to any Company as a User in sales presentations, marketing presentations and marketing activities.
Trinity and all such intellectual property rights included therein (including but not limited to copyrights, trademarks and service marks), are owned or licensed by, and all such right, title and interest therein shall remain the property of Trinity Group Ltd. Certain trademarks and content are licensed from third parties and all such third party trademarks and content, and all intellectual property rights related thereto, belong to the respective third parties. Users shall not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on Trinity or its content.
10. System Integrity
Each User hereby agrees not to tamper in any way with the software or functionality of Trinity. Without limiting the foregoing, each User agrees not to put any computer programs, information or data into Trinity which contains any viruses, time bombs, Trojan horses, worms or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
Users are responsible for implementing sufficient firewalls, protections, procedures and checkpoints to satisfy their particular requirements for the protection of their systems and/or accuracy of data input and output, and for maintaining a means external to Trinity Group Ltd for the reconstruction of lost data. Users agree not to disclose any other User’s User Information including, without limitation, all information provided during the buying and selling processes. Users agree not to invade another User’s privacy, including, but not limited to, the breach or attempted breach of the security of another’s computer, software or data. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.
Subject to the Terms and Conditions, Trinity Group Ltd hereby grants each User a personal, nontransferable, nonexclusive, nonsublicensable license to use the software and the user interface for viewing and otherwise using Trinity and its services in accordance with the Terms and Conditions, and for no other purpose. All rights, title and interest in and to the software, user interface and content made available from, on or through Trinity shall belong to Trinity Group Ltd or its third party providers or suppliers, including all modifications thereof and enhancements thereto. The software and user interface made available from, on or through Trinity may not be copied, modified or distributed by Users, nor may derivative works be prepared there from. The license granted pursuant to the Terms and Conditions is solely for the internal use of Users and may not be used for any time sharing or service bureau purposes outside of User’s organization. Users shall not reverse engineer, decompile, or otherwise translate, in any way, the software and user interface made available from, on or through Trinity. Users shall have no right or claim of right to the software or any unique ideas found on this site. No ownership rights are granted to Users hereunder and no title is transferred hereby.
13. Our relationship
Users and Trinity Group Ltd are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Usage Agreement, or the Terms and Conditions.
In its sole discretion, Trinity Group Ltd may restrict or terminate any User’s usage of Trinity products or services, postings, or current bids immediately if said User breaches any of the Terms and Conditions, fails to pay any overdue amount or if Trinity Group Ltd is unable to verify or authenticate any information provided by the User. In its sole discretion, Trinity Group Ltd can enforce this provision against individual employees of a User, or the User itself. Users may terminate their IDs and passwords at any time. Each User agrees that, upon termination of this Usage Agreement, said User will pay all outstanding amounts owed to Trinity Group Ltd, in full, and honor all outstanding transactions and pending transactions. Any amount not due prior to thirty (30) days from the date the Usage Agreement is terminated is due within thirty (30) days after termination. Each User hereby acknowledges and agrees that in the event said User fails to pay all amounts due within thirty (30) days after termination of this Usage Agreement, such unpaid amounts shall be deemed “overdue” and interest will accrue on such overdue amounts at a rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less.
15. Statute of Limitations
Each User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Trinity or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Any controversy or claim arising out of or relating to the Terms and Conditions, including, without limitation, this Usage Agreement, shall be settled by binding arbitration, by a single arbitrator knowledgeable in both commercial transactions and the Internet services businesses generally, in accordance with the commercial arbitration rules of Hong Kong International Arbitration Centre (“HKIAC”)
with the place of arbitration being in Hong Kong at HKIAC . Any such arbitration will be administered by HKIAC in accordance with HKIAC procedures for arbitration in force at the date of the arbitration, and the
number of arbitration shall of the value of the dispute or claim is less than HKD500,000 be one, and if over HKD500,000 be three. The language of the Arbitration will be English. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Either Trinity Group Ltd or the User may seek any interim or preliminary relief from a court of competent jurisdiction in Hong Kong necessary to protect the rights or property of Trinity Group Ltd or the User pending the completion of arbitration. Each User and Trinity Group Ltd agree that any dispute regarding the validity or scope of this arbitration clause shall be commenced in Hong Kong and governed by the laws of Hong Kong. The fees of the HKIAC shall be borne by the parties equally.
17. Governing law and jurisdiction
This Usage Agreement and the relationship between any User and Trinity Group Ltd, unless otherwise stated in a separate agreement between any User and Trinity Group Ltd, shall be governed by and construed in accordance with the laws of Hong Kong without regard to conflict of law provisions. Trinity Group Ltd makes no representation that material on Trinity is appropriate or available for use in other locations, or that the contents comply with local law. Those who choose to access Trinity from other locations do so on their own initiative and are responsible for compliance with local laws.
Without limiting the generality or effect of other provisions of this Usage Agreement, as a condition of use, each User agrees to indemnify, hold harmless, and defend Trinity Group Ltd and its parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors acting in their capacity of providing services to Trinity Group Ltd, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages incurred by any Indemnified Party in connection with any third party claims arising out of (a) such User’s usage hereunder and/or engagement in transactions on Trinity, including, but not limited to, failure of any products or services to meet specifications or breach of warranty, (b) such User’s failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services, (c) such User’s breach of any of its obligations set forth in the Terms and Conditions; and (d) infringement claims asserted against Trinity Group Ltd based on its use of User’s intellectual and informational property; and (e) such User’s agreements or transactions with Third Party Providers. User shall not settle any such claim without the written consent of the applicable Indemnified Party, which such consent shall not be unreasonably withheld.
19. Limitation of liability
IN NO EVENT SHALL TRINITY GROUP LTD, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, SUBCONTRACTOR (INCLUDING WITHOUT LIMITATION TECHNOLOGY PROVIDERS AND SUPPLIERS) ACTING IN ITS CAPACITY OF PROVIDING SERVICES TO TRINITY GROUP LTD, OR EMPLOYEE BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EARNINGS, OR BUSINESS OPPORTUNITIES, OR EXPENSES OR COSTS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING (HOWEVER ARISING, INCLUDING NEGLIGENCE) OUT OF: THE USE OF TRINITY BY THE USER, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM OR ARISING OUT OF SUCH USER’S RELIANCE ON TRINITY, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, NON-DELIVERIES, MISDELIVERIES, TRANSMISSIONS, EAVESDROPPING BY THIRD PARTIES, OR ANY FAILURE OF PERFORMANCE OF TRINITY; ANY AGREEMENT ENTERED INTO BETWEEN ANY USER AND ANY THIRD PARTY (OR THE NEGOTIATIONS OR DISCUSSIONS CONDUCTED IN ANTICIPATION OF ANY SUCH AGREEMENT), WHETHER OR NOT SUCH THIRD PARTY IS A THIRD PARTY PROVIDER AS DEFINED IN THIS USAGE AGREEMENT; THE TERMINATION OR SUSPENSION OF A USER’S ID AND PASSWORD BY TRINITY GROUP LTD PURSUANT TO THE TERMS AND CONDITIONS; THE FAILURE, OR ALLEGED FAILURE, OF ANY PRODUCT OR SERVICE PURCHASED OR TRANSFERRED PURSUANT TO TRINITY TO CONFORM TO ANY SPECIFICATIONS OR TERMS, WHETHER PUBLISHED ON TRINITY OR NOT; THE BREACH, OR ALLEGED BREACH, OF ANY WARRANTY, EXPRESS OR IMPLIED, RELATING TO ANY SUCH PRODUCT, SERVICE OR SHIPMENT; OR GOVERNMENT RESTRICTIONS, STRIKES, WAR, ANY NATURAL DISASTER OR FORCE MAJEURE, OR ANY OTHER CONDITION BEYOND TRINITY GROUP LTD REASONABLE CONTROL. TRINITY CONSULTNG’S LIABILITY TO ANY USER OR ANY THIRD PARTY IN ANY CIRCUMSTANCES IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF SERVICE FEES OR COMMISSION PAID BY SAID USER OR PARTY WITHIN ONE MONTH PRIOR TO THE ACTION CAUSING THE LIABILITY, OR (B) $1000.
20. Miscellaneous Provisions
These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the User’s use of Trinity, and supersede and replace any and all prior written or verbal agreements. Headings are for reference only. A party’s failure to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between a User and Trinity Group Ltd nor trade practice shall act to modify any provision of the Terms and Conditions. If any particular provision of the Terms and Conditions is held to be invalid or unenforceable, such determination shall not affect any other provision of the Terms and Conditions which shall remain in full force and effect. In addition, if any provision contained in the Terms and Conditions shall for any reason be held to be excessively broad as to activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. These Terms and Conditions may not be assigned or transferred to third parties by any User without prior written permission from Trinity Group Ltd. User shall not be construed to be a third party beneficiary of any agreement between Trinity Group Ltd and any supplier to the Trinity Group Ltd.
PRIVACY AND CONFIDENTIALITY POLICY
Trinity Group Ltd has a strong commitment to your privacy and the confidentiality of the information we collect. Trinity Group Ltd provides this Privacy and Confidentiality Policy (“Policy”) for the benefit of all of its visitors and Users. If you have any questions or concerns regarding Trinity Group Ltd’ information practices, or this Policy, please contact us.
This Policy and the Usage Agreement govern your use of Trinity and constitute the “Terms and Conditions.” By clicking on the “LOGIN” button or signing a hard copy of the form and faxing to Trinity Group Ltd, each User accepts and is legally bound by the Terms and Conditions.
Contact Information. When you sign-up to participate on Trinity, we will ask you for certain information that identifies you and allows us to contact you (“Contact Information”). We collect Contact Information to provide the requested products and services. We may also use Contact Information to contact you regarding new Trinity Group Ltd product offerings. We will provide you the opportunity to limit or refuse these types of communications.
Occasionally, we may provide your Contact Information to Trinity Group Ltd business partners whose products or services might be of interest to you. We will provide you the opportunity to limit or deny third party access to your Contact Information. Trinity Group Ltd may name your company as a user in advertising, promotional, and marketing materials.
We may disclose aggregate information about our users with advertisers, business partners, sponsors, and other third parties. This data is used to customize the content and advertising of Trinity, and to provide the best customer experience possible. Aggregate information will not reveal the identity of any individual or company.
Trinity Group Ltd has implemented technical, environmental, and administrative measures to protect against the loss, misuse and alteration of all information under its control.
While Trinity Group Ltd links to web sites that share its respect for privacy, Trinity Group Ltd is not responsible for the information practices or the content of such web sites.
Trinity Group Ltd will collect data from your interaction on Trinity and your use of Trinity Group Ltd products and services (“Transactional Data”). Trinity Group Ltd will maintain such Transactional Data in strict confidence and with complete security. Trinity Group Ltd may make limited use of Transactional Data, consistent with the Usage Agreement. Trinity Group Ltd will not disclose company-specific Transactional Data. Transactional Data will only be disclosed in aggregate form, without any information that would directly or indirectly reveal the identity of an individual firm. Trinity Group Ltd will disclose only historical Transactional Data. Any such disclosure will not threaten to reveal competitively sensitive information or provide the opportunity for anti-competitive behavior.
AS SIGNIFIED BY MY ELECTRONIC CONSENT, I HAVE READ, UNDERSTOOD, AND HEREBY AGREE TO ABIDE BY THE TERMS SET FORTH IN THESE TERMS AND CONDITIONS.
If you prefer to sign and fax this form to Trinity Group Ltd, please complete the spaces below and email to firstname.lastname@example.org; ATTN: Trinity Group Ltd – Legal dept
Print Name: _________________________
Print Title: __________________________
Print Company: ______________________
Telephone Number: ___________________
(for use if Trinity Group Ltd has trouble receiving this form)