TERMS OF USE FOR PEDIGREE SALES WEBSITE
Contents
- Introduction
- Recitals
- Definitions
- Interpretations
- About Pedigree Sales Limited & Website operations
- Registration, Eligibility and continued use of the Service
- Compliance Processing costs (Invoice Service Fee for GDPR, AML & KYC)
- Rights and Responsibilities of Pedigree Sales
- Rights and Responsibilities of the Seller
- Rights and Responsibilities of the Buyer
- General User Obligations and Conduct for both Buyer and Seller
- Indemnity to the Company
- Password and Security
- User Information
- Status of the transactions and Tax Liabilities
- Privacy Policy
- Governing Law, Jurisdiction and Arbitration
- Entire Agreement
- Waiver
- Variation
- Third-Party Rights
- Severability
- Schedule One- Fees
- Introduction
The terms and conditions set out in this User Agreement relate to all sales, whether on the Elite or Enterprise Platform, conducted by a Seller directly with a Buyer on the Pedigree Sales website and sets out the terms on which Pedigree Sales Limited offers you access to and use of our website.
- Recitals
WHEREAS;
1. Pedigree Sales has developed and maintains the infrastructure to facilitate Sellers to conduct auction(s) of their agricultural assets, in addition, related invoicing and support services provided by Pedigree Sales through the Website www.pedigreesales.com ("Service" or "Services") and the use of the Website and provision of the Services is governed by the Terms and Conditions set out in this document (the "User Agreement") AND;
2. The User (Buyer and or Seller as the case may be) by accessing or using the Services and/or the Website or by registering as either a buyer or seller ("Buyer", "Seller" or "User"), agrees that:
a. you have read the Terms and Conditions;
b. you understand the Terms and Conditions; and
c. you are bound by the Terms and Conditions in your use of the Services and the Website.
3. If you do not agree to the Terms and Conditions, you may not access or use the Services or the Website.
- Definitions
1. “Buyer”: means the User purchasing an asset whether directly or via a winning bid.
2. “The Company”: means Pedigree Sales Ltd, with a registered address of Loughcurra North, Kinvara, Galway, Ireland H91 HD2F
3. Customer Due Diligence: means the process as defined in https://www.amlcompliance.ie/high-value-goods-dealers-hvgd/ and outlined in section below.
4. Elite Sales: means a fully curated bespoke event, whereby one or more Sellers advertise and place their items for auction within the sale auction programme.
5. Enterprise Sale: means the main day-to-day auction platform in which an individual can elect at their sole discretion to list an item for auction at a reserve price they themselves determine and with their auction starting and ending at times that they themselves determine.
6. “High-Value Dealer”: means High-Value Goods Dealers (HVGDs) are businesses involved in the sale of goods of high value where the trader accepts cash payments of €10,000 either in one transaction or a series of linked transactions
7. “Invoice Service”: means the administrative service provided by the Company to the Seller.
8. “Pedigree Sales Limited”: means the business with a registered address of Loughcurra North, Kinvara, Galway, Ireland H91 HD2F, hereafter referred to as “Pedigree Sales”;
9. “Seller”: means the User selling or auctioning an item on the Website.
10. “Service(s)”: means the provision of web-based services to facilitate the buying, selling, and auctioning of assets and the promotion thereof.
11. “User”: means any website user regardless of their status of a buyer or seller.
12. “Website”: means www.pedigreesales.com
- Interpretations
To the extent that the context shall permit, any masculine pronoun used herein shall be construed to include also the similar feminine pronoun, any feminine pronoun used herein shall be construed to also include the similar masculine pronoun, any singular word so used shall be construed to also include the similar plural word and any plural word so used shall be construed to include also the similar singular word.
- About Pedigree Sales Limited & Website operations
1. Website: Pedigree Sales provides a website on which the Sellers Auction is hosted i.e. the Pedigree Sales website, www.pedigreesales.com (the "Website");
2. Website owner: The website is owned by Pedigree Sales Ltd, with a registered address of Loughcurra North, Kinvara, Galway, Ireland H91 HD2F, hereafter referred to as “Pedigree Sales”;
3. Party to the Sales:
a. Pedigree Sales does not own or have possession of any of the items listed or sold on the Website.
b. It is important to notify the User that all sales are deemed to be private auctions by the Seller, where funds are transferred directly between the Buyer and Seller if a sale is concluded in a contract for sale between the Buyer and Seller. As such, Pedigree Sales Limited is NOT a party to any such contract for sale, nor is this platform regulated by the Property Services Regulatory Authority (the ‘PSR’).
4. Listings:
a. Any information provided in the listing or item description is listed solely by the Seller. Pedigree Sales does not review this information for accuracy and as such Pedigree Sales does not offer any guarantee to the existence or quality of the item.
b. Failure by a Seller to provide accurate information is dealt with in Section 6 below.
5. Permitted Items:
a. Pedigree Sales only permits the sale of livestock and other pre-approved agricultural items.
b. Pedigree Sales may, in its sole discretion, remove from the Website assets that, in Pedigree Sales judgment, do not constitute livestock and other pre-approved agricultural items.
c. The sale of illegal or inappropriate items is strictly prohibited and will be reported to the Police without further reference to the User who posts said items.
- Registration, Eligibility and continued use of the Service
1. Legal Capacity: The Services and the Website are only available to persons with the legal capacity to enter into this User Agreement.
2. Refusal to admit and Right to suspend:
a. Pedigree Sales may, at its sole discretion, refuse to accept a person's (or entity's) registration, and may, at any time after accepting registration, refuse to permit a person's (or entity's) continuing use of the Services and the Website for any reason.
b. A breach of the User Agreement may at Pedigree Sales’ sole discretion result in suspension or removal of a User account from the site and immediate termination of any advertised auctions as a Seller or bids placed whether as a Buyer, or both.
3. Changes to Service:
a. User acknowledges and agrees that Pedigree Sales may change, modify, amend, suspend, or discontinue any aspect of the Services or the Website, at any time, without notice and without liability to User or any third party.
b. Pedigree Sales reserves the right to impose limits on certain features of the Services or the Website, at any time, without notice and without liability to User or any third party.
4. Changes to User Agreement:
a. The User acknowledges and agrees that Pedigree Sales may amend any or all of the Terms and Conditions (including fees and transaction rules) at any time, at Pedigree Sales sole discretion, without notice.
b. Any amendment of the Terms and Conditions will be reflected on the Website.
c. The user is encouraged to periodically review the Terms and Conditions posted on the Website.
d. Use of the Services and the Website constitutes acceptance of the Terms and Conditions, including any amendments.
- Compliance Processing costs (Invoice Service Fee for GDPR, AML & KYC)
1. In order to ensure standardisation of the Service, accurate billing and in order to facilitate full compliance and transparency, the Company has determined that an Invoicing System be used on the website. This Invoice Service will show the method of payment ( as agreed between the Buyer and Seller)and will be visible on the sales invoice, it will also serve as a record to be produced to any Authority who requests financial information, the consent to which is dealt within this Agreement.
2. The Invoice Service will facilitate the capture of accurate Buyer and Seller Information to ensure accurate funds transfer directly between the Buyer and Seller.
3. For the avoidance of doubt and in compliance with GDPR, Pedigree Sales will keep these documents on file with the Sales Order issued by the Invoice Service for a period of 5-years for inspection by an Authorised Officer of the Anti-Money Laundering Compliance Unit (AMLCU) or any other Legal Authority who requests said documentation.
4. These documents are stored on a high-level security server which follows strict “Privacy by Design” principles and undergoes ongoing Data Privacy Impact Assessments (DPIA). (For more information on our privacy policy please click here: https://legal.pedigreesales.com/privacy-policy ).
5. Pedigree Sales will keep an anti-money laundering (AML) file containing information on money laundering e.g., policies, guides, correspondence, etc. This will contain the AML Risk Assessment and a Policy Statement on Money Laundering. These documents are available for view by any Registered User upon request.
6. All of the above compliance protocols come at a cost which must be borne in equal parts or as set out in the Schedule in this User Agreement by the Buyer and Seller should a sale be completed, in order to ensure that the Company can remain compliant with its reporting, auditing and record-keeping commitments and responsibilities.
- Rights and Responsibilities of Pedigree Sales
1. Reasonable Care: Pedigree Sales warrants that it will use reasonable care and skill in the performance of the Services.
2. Transfer of Title: Pedigree Sales does not have the power to transfer title to any assets offered by Sellers. All sales are via the Seller and Buyer directly, with Pedigree Sales providing the platform for these two Parties to transact, as such Pedigree Sales is not a Party to any transaction.
3. High-Value Dealers:
a. For the avoidance of doubt, no cash sales will ever take place on the Pedigree Sales platform.
b. The Company acknowledges best practice under the AMLCompliance.ie provisions for High-Value Dealers.
4. AML & KYC: Pedigree Sales may undertake AML and KYC measures on lower value sales, the contents of which may be shared with HRMC (UK) or Irish Revenue Authorities without further reference to the Buyer or Seller.
5. No warranty: As Pedigree Sales is not a party to any transaction, Pedigree Sales does not make, and should not be construed as having made, any representation or warranty of any kind concerning any of the offered assets, including without limitation any representation or warranty regarding the quality, safety or legality of the offered assets, or the truth or accuracy of any offerings as to the identity of the Buyer or Seller.
6. Veracity of Information in any description: Pedigree Sales will not check the veracity of information or materials provided by the Seller for inclusion in any description of an item they, the Seller, is selling.
7. Completion of Sale: Pedigree Sales makes no representation or warranty of any kind as to the willingness or ability of either Buyer or Seller to complete a sale in accordance with the Agreement.
8. Creditworthiness: Buyers and Sellers are solely responsible for independently verifying the background, character, and credit-worthiness of those Users with whom they enter into, or with whom they prospectively will enter into, a transaction, as well as the condition or any description of an asset involved in a prospective transaction.
9. Changes to an auction programme: Pedigree Sales has the right, at its absolute discretion, to cancel, suspend or withdraw an auction or a specific asset within an auction at any time if it has reason to believe that further due diligence or enquiries into bidding activity need to be conducted to protect the interest of the Company or one or all of the Users as the case may be. Pedigree Sales shall bear no cost for loss or damages for any such cancellation, suspension, or withdrawal.
10. Disclosure and reference to the sale: When a Seller uploads content or causes to be uploaded via their account, you, the Seller, grant Pedigree Sales a non-exclusive, worldwide, perpetual, royalty-free right to use this content in any media known now or developed in the future and may reference this business relationship in its marketing materials, public relations, news articles, case studies and blog topic and as part of its social media campaign, subject to the non-disclosure of sensitive materials or financial materials which the Seller may at its sole discretion redact.
- Rights and Responsibilities of the Seller
1. Subject to the general duties of the Buyer and Seller contained in this User Agreement, Seller shall:
a. Ensure their listing is:
i. Accurate, in terms of description and information uploaded in the Listing.
ii. Represents a realistic reserve value for the item they are listing.
iii. Non-offensive and legal.
iv. Is an item owned by you and in your possession.
v. Not an item that breaches or circumvents any laws relating to the legality of sale in the State.
b. Conduct your own investigations into the Buyer’s credentials, conducting your own KYC and AML as deemed necessary by you, a party to the contract with the Buyer.
c. Use the invoice Service within the Pedigree Sales website to ensure accuracy and compliance for both Buyer and Seller as set out in Section 7 herein.
d. Ensure a valid payment method is on file with Pedigree Sales at all times.
e. Authorise Pedigree Sales to automatically charge your chosen payment method in accordance with the fees set out in the Schedule in this User Agreement and pay any such fee associated with the Invoice Service.
f. If you are registered as a business entity or on behalf of a business entity, you represent that you have authority to legally bind that entity.
g. Not interfere with the auction so as to manipulate the bidding.
h. Not transfer your Pedigree Sales account to another party without our consent.
- Rights and Responsibilities of the Buyer
1. Subject to the general conditions contained in this User Agreement, the Buyer shall:
a. Read the full item description of any listing before bidding and committing to buy.
b. Conduct your own investigations into the Sellers credentials, conducting your own KYC and AML as deemed necessary by you, a party to the contract with the Seller.
c. Pay for all items you purchase, unless you have a valid reason not to, namely:
i. The Seller has materially changed the description of the item after you bid.
ii. You cannot contact the Seller after the sale.
d. Pay a portion of the Sellers Invoice Service fee to cover the costs described in Section 7 herein.
e. If you are registered as a business entity or on behalf of a business entity, you represent that you have authority to legally bind that entity.
f. Not transfer your Pedigree Sales account to another party without our consent.
- General User Obligations and Conduct for both Buyer and Seller
1. Acceptance of T&Cs upon log in: The User should familiarise themselves with the Terms and Conditions of this User Agreement and ensure continued and regular monitoring of terms that are accepted by the User each time they use the Services or Website.
2. User activity:
a. The User is solely responsible for all conduct and transmissions that take place under its Username and password. Without limiting the foregoing, User represents, warrants, and covenants that its use of the Services and the Website shall not:
i. Violate any applicable law, statute, ordinance, rule, or regulation.
ii. Without limiting the foregoing, User represents, warrants, and covenants that it will not sell or buy any assets that may not be lawfully offered for sale or purchase in the United Kingdom or Republic Of Ireland and that User will not export from the territory any asset in violation of UK or Irish law.
iii. Interfere with or disrupt computer networks connected to the Service or the Website.
iv. Impersonate any other person or entity or make any misrepresentation as to User's employment by or affiliation with any other person or entity.
v. Forge headers or in any manner manipulate identifiers in order to disguise the origin of any User Information.
vi. Interfere with or disrupt the use of the Services or the Website by any other User, nor "stalk", threaten, or in any manner harass another User.
vii. Upload, post, transmit, publish, or distribute any material or information which contains a computer virus, or other code, files or programs intending in any manner to disrupt or interfere with the functioning of the Services, the Website, or that of other computer systems.
viii. Use the Services or the Website in such a manner as to gain unauthorized entry or access to the computer systems of others.
ix. Upload, post, transmit, publish, or distribute any material or information which constitutes or encourages conduct that would constitute a criminal offense, give rise to other liability, or otherwise violate applicable law.
x. Upload, post, transmit, publish, or distribute any material or information that is unlawful, or which may potentially be perceived as being harmful, threatening, abusive, harassing, defamatory, libellous, vulgar, obscene, or racially, ethnically, or otherwise objectionable; or
xi. Reproduce, copy, modify, sell, distribute, or otherwise exploit for any commercial purposes the Services or the Website, or any component thereof (including, but not limited to any materials or information accessible through the Website).
b. Breach of any of the conditions of Section 11.3.a above may result in suspension of termination of a User Account by Pedigree Sales.
3. Intellectual Property: All information produced remains the material and intellectual property of the User as such the User must obtain any permissions, consents, licenses or otherwise that are needed concerning confidential or Intellectually protected text, images, graphics, or materials referenced in any materials displayed on Pedigree Sales website or platforms, including social media platforms.
4. User acknowledgement of tax disclosures: the User acknowledges and accepts that Pedigree Sales at its absolute discretion may provide information to and cooperate with the relevant tax authorities, without further reference to the User, to ensure its rights to operate at its chosen level of due diligence and its need to provide a fully transparent process is in place for all Users is maintained.
- Indemnity to the Company
1. In the event of any controversy or dispute regarding any transaction conducted through the use of the Services or the Website (a "Dispute"), User hereby releases Pedigree Sales and the Licence Holder, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns (the "Released Parties"), and each of the foregoing, from any manner of action, claim or cause of action or suit, at law or in equity, and from any losses, damages, costs or expenses, however so caused or arising, including without limitation court costs and legal fees, which User may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a Dispute.
2. For the avoidance of absolute doubt, the above Indemnity further extends to any damages caused by any information or materials that User uploads, posts, transmits, publishes, or distributes on the Website or Platform which may potentially be perceived as being harmful, threatening, abusive, harassing, defamatory, libellous, vulgar, obscene, or racially, ethnically, or otherwise objectionable.
- Password and Security
1. When a User registers to use the Service or the Website, they will be prompted to select a Username and a User password. The user is solely responsible for maintaining the confidentiality of its Username and User password.
2. User is obligated to complete those transactions that occur using its Username and User password, whether such transactions are authorised or unauthorised.
3. User agrees that it shall immediately notify Pedigree Sales in writing or by electronic mail of any unauthorized use of its Username or User password.
- User Information
1. The user will provide information to Pedigree Sales during the registration process and to Pedigree Sales and other Users during the use of the Services and the Website (the "User Information"). User represents and warrants:
a. that all User Information is accurate and complete at the time of registration.
b. that User information will be continuously updated such that the User Information shall always be current, accurate, and complete.
2. Subject to the terms of the Pedigree Sales Privacy Policy, User grants to Pedigree Sales a non-exclusive, worldwide, perpetual, royalty-free and irrevocable license to use the User Information, including any associated copyrights, trademarks, or other intellectual property or proprietary rights User may have in the User information, for any purposes in connection with the Services or the Website.
3. The User hereby understands Pedigree Sales obligations under Anti-Money Laundering Compliance may require that User information and sales history may be requested by and provided to HMRC (UK) or Irish Revenue Authorities without further reference to the User and that any such data transfer is hereby expressly agreed to.
- Status of the transactions and Tax Liabilities
1. For the avoidance of doubt the following provisions apply to all transactions facilitated by Pedigree Sales.
a. VAT will be charged by Pedigree Sales on the listing fee and the Invoicing Services Fee only.
b. Pedigree Sales is not a Party to the sale of an item. The contract for sale is strictly between the Buyer and Seller. Therefore, it is essential to highlight that Pedigree Sales is not liable for:
i. Any element of the AML or KYC verification on behalf of the Buyer or Seller.
ii. any tax on the sale of items on the Website.
iii. Any other transaction fees between the Buyer and Seller.
iv. Any transport costs or other associated logistics costs in delivering an item or preparing an item for transportation between the Buyer and Seller
- Privacy Policy
The terms of the Pedigree Sales Privacy Policy are incorporated by reference into these Terms and Conditions. User is encouraged to periodically review the Pedigree Sales Privacy Policy
- Governing Law, Jurisdiction and Arbitration
1. The validity construction and performance of this Agreement shall be governed by laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts in respect of any dispute, claim or proceedings arising in connection therewith.
2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or the legal relationships established by this Agreement, shall be referred to and finally resolved by arbitration.
- Entire Agreement
This Agreement sets out the entire Agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings, or arrangements relating to the subject matter of this Agreement.
- Waiver
1. No failure or delay on the part of either party hereto to exercise any right or remedy under this Agreement shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be.
2. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
- Variation
This Agreement may be varied by Pedigree Sales from time to time and your continued access to the site will be deemed to be acceptance of the terms of Service.
- Third-Party Rights
A person who is not a party to this Agreement has no right to enforce any terms of this Agreement.
- Severability
If any part of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
Schedule One: Fees
Fees as of 22nd April 2022:
- Pedigree Sales fees are as follows:
Pedigree Sales displays current prices prior to a bid being placed.
a.Your placement of a bid will be acceptance of said fees.
b. Listing fee as at the date listed above are free.
c. If an item, regardless of category, sells on the Enterprise platform, the Seller shall pay Service Charge of €15 per item and the Buyer shall pay €10 per item
a. Other Fees:
i. If your credit card is declined for insufficient funds for either the Listing fee or Compliance Processing Costs of €50.00 shall be applicable.
ii. If the Seller withdraws their item, for any reason, prior to the closing of a sale then he or she shall pay an administration fee of €25. This fee will be automatically deducted form the credit card on file.
- Instructions for Buyers and Sellers:
a. Before placing a bid on Pedigree Sales, each User must enter their card details for our fees to be deducted.
b. The Buyer pays the Seller directly for the final sale price of the listing.
c. After bidding has closed, a direct line of private communication is made between the Buyer and Seller to arrange payment and any outstanding transport arrangements, the details of which will be captured by our Invoice Service.
d. As a winning bidder, you are obligated to pay the Seller at the close of auction. If you do not pay for your item, you will not receive a refund of the invoice charge and you will be blocked from bidding on www.pedigreesales.com.