TERMS AND CONDITIONS OF USE OF THE PLATFORM AND AUCTIONING SERVICES
Article 1. Applicability
This document sets out the terms and conditions (hereinafter referred to as the “Terms and Conditions”) applicable to the Platform and to any Timed Auction and other Services performed on the Platform. The purpose of these Terms and Conditions is to regulate the relationship between CO2LOGIC, the Auctioneer and the User and/or the successful Bidder User for the use of the Platform and/or any other Services as further defined below. The Timed Auctions are organized by CO2LOGIC on the Platform to assist the Auctioneer to raise some funds for a dedicated CO2 cancellation Project as further defined below. Each User must read and accept, without reservation, the Terms and Conditions, by means of a checkbox validation mechanism, when creating an account and/or when registering for a Timed Auction. CO2LOGIC reserves the right to make changes to these Terms and Conditions as required from time to time. The version of the Terms and Conditions that will apply between the parties will be the last version accepted by the User.
Article 2. Definitions
Terms with a capital letter have the following meaning :
the provision of auctioning services to Bidder Users enabling them to access and participate in Timed Auctions on the Platform.
The end person or legal entity organizing a Timed Auction on the Platform, which is supported by CO2LOGIC. It is also the person or legal entity offering the goods advertised and auctioned on the Platform. As an example, for the auction of the 6th October 2021, the Auctioneer is DECOLEF BELGIAN BRANCH, with registered office at Kouterstraat 14BE 8560 Wevelgem Belgium, VAT-nr.: BE0837698136, also known under its commercial name as Deceuninck - Quickstep, Pro Cycling Team.
A limited liability company (‘société anonyme’) organised under Belgian law, having its registered office at Rue Cantersteen 47, 1000 Brussels, Belgium, registered with the Crossroad Bank for Enterprises under number 0886.147.359. CO2LOGIC runs and hosts the Platform.
Natural person using the Platform who is acting for purposes that are not part of his professional, commercial, industrial, craft, liberal or agricultural activity.
A User with an account on the Platform in order to be able to bid for a sale organized on the Platform.
Intellectual Property Right(s)
means all trademarks, software (source codes), copyright, copyrighted programs, patents and all neighboring and database rights and moral rights, registered designs, registered and unregistered design rights or any rights or property similar to the foregoing in any part of the world whether registered or unregistered together with the right to apply for the registration of such rights in any part of the world and the rights to current applications for registration of any such intellectual property, as well as every trade-secrets, all know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, plans, proposals, technical data, and plans and copies and tangible embodiments thereof (in whatever form or medium).
means any information relating to an identified or identifiable natural person ('data subject') which is processed by or on behalf of one the Parties for the Agreement.
Means the bidding platform in order to participate to a Timed Auction organized by the Auctioneer at following link [complete]. The Platform is operated by CO2LOGIC.
all services offered by CO2logic on the Platform, including Auctioning Services.
Any visitor of the Platform.
A Timed Auction can take place online and the Auctioneer will organise the sale (such organisation includes (but is not limited to) the Auctioneer describing and cataloguing the lots, posting the lots on the Platform and dealing with post sale matters). The Timed Auction is an automatic process that is administered according to parameters (such as bid increments and end times) established by the Platform and takes place without the Auctioneer calling the bids. Bids are placed over a defined time period ("Bidding Period"). Bidder Users can view the highest current bid. The highest bid, (being the greatest bid that meets or is in excess of any reserve bid), at the end of the Bidding Period is successful, unless some valid ground can be invoked by the Auctioneer regarding the finalization of the sale.
Article 3. Use of the Platform
3.1. Access to the Platform
The User shall provide at its own cost suitable access to the internet or equivalent through which the Service is intended to be delivered and the User shall assume sole responsibility for the configuration and maintenance of that access and the licensing and/or provision of any software required if any.
3.2. Creation of an account
In order to be able to bid for a Timed Auction on the Platform or use the Auctioning Services, the User has to register in advance and create an account on the dedicated page of the Platform. The account must be approved by CO2LOGIC (and possibly Auctioneer as the case may be). To create an account, the Bidder User must provide its complete name, date of birth, address, email address and phone number. The Bidder User must : (1) hold a single account on the Platform in his real name and identity; (2) not have been banned by the Platform from using its Services; (3) have more than 18 (eighteen) years of age and having full legal capacity; (4) have the authority to bind the company for which it creates an account if the account is made on behalf of a legal person for Professional Users; (5) agree without reservation with these Terms and Conditions. It is a breach to these Terms and Conditions to create an account with incorrect information, particularly in the case of accounts registered in the name of third parties (which is also a criminal offense under Belgian law).
Upon his registration, a Bidder User will be allocated a unique user ID which must be used in conjunction with the Bidder User password, these are known as "User Credentials".
The Bidder User shall be liable for any use of the Platform and/or any Services made using the User Credentials and for any misuse of the User Credentials
The phone number of the Bidder User shall be verified through Twilio.
The Bidder User will supply all information requested by Co2LOGIC and/or the Auctioneer in order to register and represents, warrants and undertakes to CO2LOGIC and to the relevant Auctioneer that all such information is complete, truthful and accurate. It is the responsibility of the Bidder User to update and maintain changes to such information. CO2LOGIC and the relevant Auctioneer are entitled to rely on any information provided by the Bidder User. Extra identification information and data shall therefore be requested by the Auctioneer if the Bidder User is successful, in order to finalize the sale and process with the payment.
CO2LOGIC and/or the Auctioneer reserve the right to refuse registration and/or approval to any person for any reason, in particular if a Bidder User's conduct poses a risk to the integrity or reputation of CO2LOGIC's and/or an Auctioneer's or if the Bidder User presents insolvency risks. In addition, CO2LOGIC and/or the Auctioneer may at any time terminate, restrict and/or refuse the Bidder User's use of the Platform and/or the Auctioning Services without notice.
3.3. Unauthorized use of the Platform
The User and Bidder Users agrees not to:
- use the Platform in any way to either directly or indirectly prejudice CO2logic's or the Auctioneer’s interests or those of its licensors or affiliates and/or the provision and exploitation of the Platform in any way;
- copy, reproduce, modify, communicate to the public, or make derivative product from or publicly display any material available on or through the Platform (other than to the extent required to view the Platform for its own use)
- create a database in electronic or structured manual form by systematically and/or regularly downloading, caching, printing and/or storing the material available on or through the Platform
- perform “bid sniping” : Bid sniping (such as watching a timed online auction and placing a winning bid at the last possible moment giving others no time to outbid), whether manual or automated, is strictly prohibited on the Website and the Auctioneer Site (if applicable) and the Bidder User warrants and undertakes that the Bidder User will not place or permit to be placed any bids on any lots in any auction by way of sniping
- perform “shill bidding” : Shill bidding (where the seller of an item at auction, or someone known to the seller, places a bid in order to inflate the price of the product being sold), whether manual or automated, is strictly prohibited on the Platform and the Auctioneer site (if applicable) and the Bidder User warrants and undertakes that the Bidder User will not place or permit to be placed any bids on any lots in any auction by way of shill bidding;
- use or communicate any information or language which is offensive, harmful, inaccurate, defamatory, deceptive, infringing or otherwise unlawful or illegal;
- bid in an auction if the Bidder User is under a regime of administration of goods by a third party.
CO2LOGIC shall make the Services and the Platform available to Users in such forms as it reasonably deems appropriate from time to time.
CO2LOGIC reserves the right to make improvements, substitutions, modifications or enhancements to any part of the Platform at any time.
3.4. Content of the Platform
CO2LOGIC advertises on the Platform goods that are offered by the Auctioneer. The content of any product detail, commentary and other materials displayed on the Platform are not intended to amount to advice on which reliance should be placed. In case of question, the User or Bidder User is requested to address himself directly to the Auctioneer.
3.5. The bidding process for a Timed Auction taking place on the Platform
A Bidder User can participate to the bidding of a Timed Auction organized on the Platform during the bidding period mentioned on the Platform and use the Auctioning Services.
During a Timed Auction, the Bidder User can place a bid that is superior to the current auction on the Platform. The Bidder Users shall receive an email or SMS each time another Bidder User bids against him.
Once a Bidder User has placed a bid during a Timed Auction on the Platform during the bidding period, it is no longer possible for the Bidder User to remove it. He becomes the provisional successful bidder for the lot/good in the absence of a higher bid.
At the end of the Bidding Period, the Bidder User with the highest bid (which shall always be higher than the minimum amount/ reserve bid mentioned on the Platform) shall win the auction. The successful bid is pronounced at the end of the countdown of the bidding period of each lot. No extra time shall be allocated on the bidding period. In the event that two Bidder users make the same bid at the end of the bidding period, the first bid received shall be retained (unless a higher bid happened during the bidding period).
The successful Bidder User shall be contacted by the Auctioneer to finalize the sale of the auctioned goods, unless some valid ground can be invoked by the Auctioneer regarding the finalization of the sale. The successful Bidder User shall have 48h to arrange on the payment of the auctioned lot/good with the Auctioneer.
Article 4. Duration of the Services / Bidding period
The duration of the Services shall depend on the duration of the auction as mentioned on the Platform and advertised by CO2LOGIC and/or the Auctioneer.
Article 5. Role of CO2LOGIC
The Platform and the Services are provided by CO2LOGIC only as a mean of communication to participate in Timed Auction and as a mean to facilitate the identification of Bidder Users and putting the Bidder Users in contact with Auctioneers. CO2LOGIC shall not be considered as ‘an online auctioneer”.
CO2LOGIC perform the Timed Auction in order to assist the Auctioneer to raise funds in order to participate in a Project. CO2LOGIC could nevertheless not be held responsible in case of misappropriation of the funds by the Auctioneer.
Article 6. Delivery
Services provided by CO2Logic do not include storage, packing or delivery. Where the Bidder User is successful in purchasing any lot it is the Bidder User's responsibility to arrange for any packing and delivery. Upon purchase, the lot will be at the Bidder User's risk or at the Auctioneer's risk pending delivery as the Bidder User and Auctioneer may agree.
Article 7. Charges and taxes
CO2LOGIC does not charge Users and Bidder Users for accessing the Platform or using the Services.
Unless provided otherwise by the Auctioneer in its own terms and conditions, no extra commissions shall be invoiced other than the auctioned price. Unless provided otherwise by the Auctioneer in its own terms and conditions, the price includes any applicable VAT (if any) but do not include delivery nor any additional service fee/cost that might be requested from the Auctioneer by the Bidder User. Deliver and transport if any shall be charged to the successful Bidder User and shall be made at the successful Bidder User own risks.
Article 8. Deposits
Unless provided otherwise, nor CO2LOGIC nor the Auctioneer shall require a deposit upon the Bidder User in order for the Bidder User to take part to the bidding during a Timed Auction organized on the Platform.
Article 9. No representation and warranties
Although CO2LOGIC shall make its best efforts in order to verify the description and quality of the lots and goods advertised on the Platform, it makes no representations or warranties whatsoever in connection with what the Auctioneer may offer for sale through the Platform or through the Services or otherwise. The Auctioneer remains responsible of the description, quality, mentions etc. of the lot(s)/good(s) advertised and auctioned on the Platform. The Bidder User shall always have the possibility to address all his questions and or complains directly to the Auctioneer regarding the lots/goods advertised and auctioned on the Platform.
Article 10. Liability
Co2LOIGC might exclusively be held liable for direct damages caused by its gross negligence or intentional fault for the Services provided by CO2LOGIC. CO2LOGIC shall not be liable for the following (but not limited to): negligence, consequential damage, special, indirect and direct losses, loss of reputation, good will, contract, profits, revenues and (to the fullest extent permitted by law) all other losses arising out of or in connection with these Terms and Conditions with the Bidder User.
The Bidder User will be responsible for any breach to these Terms and Conditions and in particular to nay losses or damages suffered or incurred by CO2LOGIC or the Auctioneer in respect of any inaccuracy of the Bidder User's data due to incorrect input of data by the Bidder User and the Bidder User shall indemnify CO2LOGIC or the Auctioneer against all liabilities, costs, expenses, damages and losses (including direct, indirect and consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable professional costs) suffered or incurred by CO2LOGIC and/or the Auctioneer arising out of such inaccuracy of data.
Article 11. Intellectual Property Rights
The brands, logos, texts, software, scripts, graphics, photos, advertisements, sounds, music, as well as all types of content on the Platform (graphic illustrations, texts, etc.) are protected by Intellectual Property Rights, mainly by copyright.
The reproduction, communication, copying of this content or any other use except for private use by the User requires prior written authorisation from CO2LOGIC. As such, any reproduction, representation, adaptation, translation and/or transformation, whether partial or complete, or transfer to another site is prohibited. Their partial or complete reproduction, without the prior written consent of CO2LOGIC, is strictly forbidden.
Violation of this provision shall subject the offender to the criminal and civil penalties provided for by law, including the obligation to compensate CO2LOGIC for damages, which shall be assessed at a lump sum of EUR 3,000 per violation, without prejudice to CO2LOGIC's right to claim compensation for the entirety of its damages if the latter exceeds the lump sum mentioned above.
Article 12. Personal Data
Deleting the Bidder User account: Each Bidder User can directly delete his account via the settings of his account on the Platform. This permanently deletes all the personal data CO2LOGIC has of the Bidder User, unless CO2LOGIC or the Auctioneer need to continue process the personal data of the Bidder User on other grounds than the consent of the Bidder User (e.g. for a legitimate interest in case of fraud or any other valid ground).
Article 13. Force Majeure
In no event shall CO2LOGIC nor the Auctioneer be liable for any delays or failures attributable to any cause beyond its reasonable control. Failures of telecommunications networks, the Internet, and/or CO2LOGIC's or its subcontractor's IT systems, and the Auctioneer Site, fire, severe weather conditions, industrial dispute, labor disturbance, delay by any government or public or local authority, including the customs of any country where the goods are carried shall without limitation be deemed to be events beyond CO2LOGIC's reasonable control.
Article 14. Right of withdrawal of a Consumer
By approving these Terms and Conditions, the successful Bidder User undertakes to pay the auction price to the Auctioneer as well as all related costs.
In accordance with Book VI.47 of the Belgian Economic Code, if the Successful Bidder is a Consumer, he may exercise his legal right of withdrawal within 14 days following the delivery of the good for any sale made at distance (with some exceptions such as public auctions and the other exceptions listed under Article VI.47 of the Belgian Economic Code). The Consumer may exercise his right of withdrawal, without having to justify his reasons or pay any penalties, with the exception, where applicable, of the cost of return of the good(s) to the vendor.
The right of withdrawal shall be exercised directly by the Consumer at the Auctioneer as it is the Auctioneer that is to be considered as the vendor under these Terms and Conditions and as Auctioneers are the recipients of the payments from successful Bidder Users.
To exercise the right of withdrawal, the Consumer must inform the Auctioneer by means of a clear statement (e.g., via a registered letter or e-mail) of the Client's decision to withdraw from this contract. The Consumer Client can use the attached sample withdrawal form for this purpose, but this is not mandatory.
Template of withdrawal form that can be used :
To the attention of : [include detail and contact form of the Auctioneer as mentioned under the auction description on the Platform]
-I/we (*) hereby notify you (*) of my/our (*) withdrawal from the contract concluded by me/us (*) for the purchase of the following goods (*)
- Ordered on (*) / received on (*)
- Name of the consumer(s) : (*)
- Address of the consumer(s) : (*)
- Order number : (*)
- Signature of consumer(s) : (*)(only if notified on paper)
- Date : (*)
(*) Delete as appropriate or complete.
No refund will be granted to the Consumer after the legal period of withdrawal. No refund will be given if the good is not returned entirely and in the condition in which it was sold and in its original package. The Consumer is solely responsible to the Auctioneer for any loss or damage to the returned good. The Auctioneer declines any liability for a package that was not returned by the Consumer.
Article 15. Miscellaneous
15.1. Entire Agreement
These Terms and Conditions constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties in respect of its subject matter. The terms and conditions of the Bidder User or any other terms and conditions which may be implied by law are hereby excluded to the fullest extent permitted by law.
15.2. Invalid clause
Should any provision of these Terms and Conditions be or become ineffective, or should one of the clause be invalidated, then such shall be without prejudice to the effectiveness of the remaining provisions. The Parties shall be obligated to replace the ineffective provision with one that most closely meets the ineffective provision’s economic purpose.
CO2LOGIC may at any time assign, transfer, charge or deal in any other manner with this agreement or any of its rights under it.
15.4. Law and jurisdiction
These Terms and Conditions shall be governed by and shall be construed in accordance with the law of Belgium. Unless a mandatory provision under Belgian law states otherwise, each party agrees to submit to the exclusive jurisdiction of the courts of Brussels, Belgium. This is without prejudice to CO2LOGIC’s right to commence proceedings anywhere in the world relating to the protection of its Intellectual Property Rights or those of its licensors.