TERMS OF USE

1. Introduction

Welcome to Tradelyx, owned and operated by Tradelyx LTD., an innovative online marketplace accessible via our website, www.tradelyx.com, and our mobile application. Tradelyx is designed to facilitate commercial transactions between independent buyers and sellers. By accessing or using the Tradelyx platform, whether through the website or mobile app, you agree to be bound by the following terms and conditions.

This User Agreement governs your use of both the Tradelyx website and mobile application. Please note that the platform is available exclusively to individuals who are 18 years or older. The trading of illegal commodities on Tradelyx is strictly prohibited. Your commitment to these terms is essential for access to and continued use of our services.

2. Definitions

In this Agreement, certain terms shall have the meanings ascribed to them as follows:

• "User" refers to any individual or entity that accesses or uses Tradelyx.
• "Buyer" denotes a User who purchases goods or services on the platform.
• "Seller" means a User who offers goods or services for sale on the platform.
• "Content" includes all materials, information, and data provided or uploaded by Users.
• "Platform" refers collectively to the Tradelyx website, mobile applications, and associated services.

3. User Registration and Accounts

To use Tradelyx, you must register and create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Tradelyx reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter is inaccurate, not current, or incomplete.

4. Platform Use

Tradelyx grants you a limited, non-exclusive, non-transferable license to access and use the Platform in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the services as provided by Tradelyx, in the manner permitted by these Terms. You shall not use the platform for any illegal purpose or in any manner inconsistent with these Terms.

5. Transaction Process

The platform facilitates transactions between Buyers and Sellers through a structured process. As a Buyer, you can browse listed items and engage in negotiations with Sellers through the platform's messaging feature. As a Seller, you are responsible for listing items accurately and fulfilling any agreed-upon sales. The finalization of a transaction occurs when a Buyer accepts a Seller’s offer and makes payment through the platform.

6. Fees and Payments

Sellers are subject to a non-refundable commission fee of 2% on each transaction completed via the platform. Tradelyx uses third-party payment processors for handling all payment transactions. By using the payment services, you agree to be bound by the payment processor’s terms of service and privacy policy, in addition to these Terms. Buyers are not charged any fees for purchasing on the platform.

7. Sales Form and Terms and Conditions

Upon engaging in a transaction on Tradelyx, Buyers and Sellers are required to complete a Sales Form. This form captures all necessary transaction details including product specifications, quantity, price, delivery terms, and any other relevant conditions. The completed Sales Form constitutes a binding agreement between the Buyer and Seller, subject to the overarching Terms and Conditions of the Tradelyx platform. Users must ensure accuracy and completeness of all information provided on the Sales Form, as it forms the basis of the transaction and is enforceable under these Terms and Conditions.

8. Buyer Obligations

As a Buyer on Tradelyx, your role is integral to the integrity and smooth functioning of the marketplace. You are expected to:

• Engage in Good Faith: Conduct all negotiations and transactions in good faith, with honesty and transparency. This includes providing clear communication and timely responses during negotiations.

• Request for Quotation (RFQ) and Freight (RFF) Usage: As a Buyer, you agree to use the RFQ and RFF features responsibly. This includes providing accurate details when requesting quotations for products or freight services and reviewing responses carefully.
• Real-Time Chat Engagement: You are expected to use the real-time chat feature for negotiating terms, discussing pricing, and finalizing details in a respectful and professional manner.
• Order Completion and Reviews: Upon the successful completion of an order, you are encouraged to provide reviews for suppliers and freight forwarders, enhancing the community's trust and reliability.

• Review Listings Thoroughly: Before committing to a purchase, ensure that you have read and understood the entire item listing, including the description, price, delivery terms, and any specific conditions set by the Seller.
• Legal Commitment: Acknowledge that when you commit to buy an item, whether by direct purchase, acceptance of an offer, or winning bid, you are entering into a legally binding contract with the Seller. This commitment requires you to complete the transaction in accordance with the agreed terms.
• Payment Obligations: Fulfill your payment obligations promptly as per the agreed terms. Failure to do so can lead to cancellation of the purchase and possible restrictions on your account.
• Respect Seller’s Terms: Respect and adhere to the specific terms and conditions set forth by the Seller, as long as they align with Tradelyx’s overall policies and legal standards.

8. Seller Obligations

As a Seller, you play a crucial role in maintaining trust and reliability within the Tradelyx community. Your responsibilities include:

• Sell Offer and RFQ/RFF Reply Responsibilities: As a Seller, you are responsible for creating accurate and clear sell offers and responding to RFQs with tailored quotations. This includes providing editable details such as quantity, pricing, and terms that are specific to each RFQ.
• Real-Time Chat Engagement: You must use the real-time chat feature to communicate effectively with Buyers, including sending offers, attaching necessary documents, and maintaining professional conduct during negotiations.
• Review and Dispute Handling: You agree to engage in the review and dispute resolution processes as outlined by Tradelyx. This includes addressing any issues raised by Buyers and participating in the Dispute Resolution Center if necessary.

• Accurate Descriptions: Ensure that all items or services listed for sale are described accurately and completely. This includes clear representations of the condition, specifications, limitations, or any defects of the product.
• Ethical Dealings: Conduct all business dealings ethically, respecting the rights and interests of Buyers. This includes avoiding any form of deceptive practices.
• Compliance with Laws: Abide by all applicable laws and regulations in relation to the sale of goods or services. This is especially important for cross-border transactions, where multiple jurisdictions might be involved.
• Setting Terms: Clearly specify your terms and conditions for each sale, including return policies, warranty information, and any other relevant details. These terms must not conflict with Tradelyx’s overall policies.
• Order Fulfillment: Be responsible for the timely and satisfactory fulfillment of orders. This includes adhering to the promised delivery timelines and ensuring that the products are packaged and shipped safely and efficiently.

9. Product Listings and Representations

All product listings on Tradelyx must be accurate and complete. Sellers are responsible for ensuring that their listings do not infringe upon the intellectual property rights of others. Tradelyx reserves the right to remove any listings that are found to be misleading, inaccurate, or in violation of these Terms.

10. Intellectual Property Rights

Users acknowledge that all content provided on Tradelyx, including but not limited to text, graphics, logos, and software, is the property of Tradelyx or its content suppliers and protected by intellectual property laws. Users agree not to copy, reproduce, or exploit any such content without express permission from the rightful owner.

11. Seller’s Terms and Conditions

Sellers are required to specify their own terms and conditions for each transaction, which must be made available to the Buyer for review prior to the completion of any transaction. These terms must not conflict with the overall Terms and Conditions of Tradelyx.

12. Escrow and Payment Release

Payments made by Buyers will be held in an escrow system managed by Tradelyx. Funds will be released to the Seller only after the Buyer confirms receipt and satisfaction with the delivered goods or services, as per the agreed terms between the Buyer and Seller.

13. Refunds and Cancellations

Tradelyx’s refund and cancellation policies will be governed by the terms agreed upon between the Buyer and Seller. In cases of disputes, Tradelyx may intervene to mediate and ensure a fair resolution in accordance with the platform’s dispute resolution policy.

14. Integration with Payment Platforms

Tradelyx integrates with renowned payment platforms such as TeamApt, Moniepoint, and Paystack to facilitate secure and efficient domestic transactions. Users engaging in transactions on Tradelyx agree to the terms and conditions of these payment platforms. It is the user’s responsibility to familiarize themselves with and adhere to the terms, including any transaction fees or charges imposed by these platforms. The integration ensures a seamless transaction process, where payments are processed securely and promptly, aligning with the user experience standards set by Tradelyx.

15. Explicit Description of User Relationships

Tradelyx establishes a clear framework for user relationships on the platform. Users can register as either Buyers or Sellers with distinct account types such as Individual or Corporate. Each account type comes with specific permissions, eligibility criteria, and profile requirements. Users must complete identity and location verification to enhance trust and security on the platform. This structure ensures that all interactions and transactions on Tradelyx are conducted with clarity and in accordance with the defined roles and permissions.

16. Purpose of Tradelyx and User Engagement

Tradelyx serves as a marketplace facilitating trade between Buyers and Sellers. The platform encourages user-generated content and feedback to improve services and user experience. Users are responsible for understanding and adhering to their tax obligations arising from transactions on the platform. Tradelyx provides a conducive environment for trade, while also ensuring compliance with applicable tax laws and regulations.

17. Non-Circumvention Policy

To maintain the integrity and security of transactions, Tradelyx enforces a strict non-circumvention policy. Users must agree to communicate and execute all transactions exclusively through the Tradelyx platform. Sharing personal contact details for circumventing the platform’s process or making off-platform payments is strictly prohibited. Users have the option to opt out of specific communications or features as provided within the platform’s settings.

18. Seller and Buyer Membership Programs

Tradelyx offers various membership programs for Sellers and Buyers, each with unique benefits and conditions. These programs may include subscription fees, exclusive features, and renewal processes. Members are expected to comply with the terms of their respective membership programs, and Tradelyx reserves the right to modify these programs in accordance with its business needs and market conditions.

19. Compliance Records

Tradelyx maintains comprehensive records of user compliance with the platform’s policies and rules. This includes documenting user agreements, transaction histories, dispute resolutions, and any violations of the Terms and Conditions. These records are kept to ensure accountability, transparency, and adherence to legal and regulatory requirements.

20. Dispute Resolution Program

In instances where Buyers and Sellers cannot reach a mutual agreement through the standard Refund and Cancellation process as described in previous sections, Tradelyx offers a Dispute Resolution Program ("DRP") administered by Tradelyx. This DRP provides a structured process to facilitate communication and possible resolution of disputes.

If the disputed funds are held in escrow, the DRP will proceed as outlined in Section 20.1.

If funds have been released, the DRP will proceed as detailed in Section 20.2.

The DRP is intended as a form of non-binding support to aid in resolving disputes and does not evaluate the quality or functionality of goods or services exchanged. The DRP's findings are not legally binding but serve as a guide for possible resolution.

20.1 Dispute over Funds in Escrow

This section applies to disputes regarding funds held in escrow at the time the dispute is filed ("Escrow Dispute"). The scope of the dispute may encompass all aspects of the transaction. In the event of an Escrow Dispute, funds will remain in escrow while the DRP is administered.

• Initiating an Escrow Dispute: Buyers or Sellers can initiate an Escrow Dispute through the Tradelyx platform, following guidelines provided in the Help Center. The dispute must be filed before the funds have been released from escrow to be eligible for the DRP.
• Notice of Escrow Dispute: Upon filing a dispute, the opposing party will receive a notification and be requested to provide information and documentation relevant to the dispute.
• Non-Participation: Failure to respond within a specified period (e.g., 5 calendar days) may result in automatic resolution in favor of the participating party.
• Dispute Resolution Process: Tradelyx’s Dispute Resolution Team will review the documentation and facilitate discussions between the parties to seek a mutual resolution. The team's role is to assist in communication and does not include making binding judgments.
• Resolution or Escalation: If a resolution is reached and agreed upon in writing by both parties, the funds in escrow will be distributed accordingly. If no resolution is achieved within a set period (e.g., 14 calendar days), the dispute may be escalated to an independent arbitration process.

20.2 Dispute over Released Funds

This section applies to disputes over funds that have already been released from escrow at the time the dispute is filed ("Released Funds Dispute").

• Filing a Released Funds Dispute: Either party can initiate a dispute over released funds within a specific timeframe (e.g., 30 calendar days) after the funds have been released.
• Dispute Review Process: Similar to Escrow Disputes, both parties will be requested to provide information for the Tradelyx Dispute Resolution Team to facilitate a possible resolution.
• Resolution Steps: If the parties agree to a resolution, appropriate instructions for fund transfer or other compensatory actions will be provided. If no agreement is reached within a predetermined period (e.g., 21 calendar days), the dispute may also be escalated to arbitration.

20.3 Arbitration Process

In the event of a "Notice of Non-Resolution" following the Dispute Resolution Program, either party (Buyer or Seller) has the right to request arbitration. This request must be made within a specified timeframe (e.g., 7 calendar days) after the issuance of the “Notice of Non-Resolution.”

• Arbitration Service Provider: Any arbitration under this section will be conducted by a neutral third-party arbitration service, Ejudicate, Inc. d/b/a BRIEF, unless Tradelyx selects an alternative arbitration service. The chosen Arbitration Service Provider will conduct the arbitration impartially and in accordance with their set rules and procedures.
• Arbitration Rules and Fees: The specific rules and fees associated with the arbitration process will be detailed in Appendix A to these Dispute Resolution Instructions.
• Cost Responsibility: All costs associated with the arbitration, including fees charged by the Arbitration Service Provider, will be the responsibility of both the Buyer and Seller involved in the dispute. Each party is required to bear their respective costs.
• Tradelyx Administration Fee: In addition to the costs charged by the Arbitration Service Provider, Tradelyx will impose an administration fee for facilitating the arbitration process. This fee will be charged to both parties and is intended to cover the costs incurred by Tradelyx in managing and coordinating the arbitration proceedings.
• Binding Decision: The decision rendered by the Arbitration Service Provider will be considered final and binding on both parties. Both Buyer and Seller agree to abide by the decision and take any necessary actions as determined by the arbitration outcome.

21. Confidentiality

Users of Tradelyx must maintain the confidentiality of information obtained through the platform. This includes personal information of other users, transaction details, and any proprietary information. Confidential information must not be disclosed to third parties without proper authorization.

22. Privacy Policy

Tradelyx is committed to protecting the privacy of its users. The Privacy Policy, which is a separate document, outlines the practices for collecting, using, and disclosing personal information. Users are encouraged to review the Privacy Policy to understand their rights and responsibilities.

23. Security

Tradelyx employs various security measures to protect the integrity and security of the platform and users' data. Users must also protect their account information and not share login credentials with others. Tradelyx is not liable for any loss or damage arising from unauthorized account access.

24. Modification of Terms

Tradelyx reserves the right to modify these Terms and Conditions at any time. Users will be notified of any significant changes. Continued use of the platform after such changes constitutes acceptance of the new terms.

25. Termination of Use

Tradelyx reserves the right to terminate or suspend a user’s account for any breach of these Terms and Conditions. Termination will result in the forfeiture and destruction of all information associated with the account.

26. Limitation of Liability

Tradelyx shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the platform; (ii) any conduct or content of any third party on the platform; (iii) any content obtained from the platform; and (iv) unauthorized access, use, or alteration of your transmissions or content.

27. Indemnification

Users agree to indemnify and hold harmless Tradelyx, its affiliates, officers, agents, and employees from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, your improper use of Tradelyx's services, or your breach of any law or the rights of a third party.

28. Warranties and Disclaimers

Tradelyx is provided on an "as is" and "as available" basis without any warranties of any kind, including that the platform will operate error-free or that the platform, its servers, or its content are free of computer viruses or similar contamination or destructive features. Tradelyx disclaims all warranties, including, but not limited to, warranties of title, merchantability, non-infringement of third parties’ rights, and fitness for a particular purpose.

29. Force Majeure

Tradelyx shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Tradelyx’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

30. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Nigeria, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts of Abuja, Nigeria, and the parties hereby consent to personal jurisdiction and venue therein.

31. Third-Party Links and Services

The platform may contain links to third-party websites or services that are not owned or controlled by Tradelyx. Tradelyx has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

32. Feedback and Suggestions

Users may provide feedback or suggestions about Tradelyx’s services. However, upon doing so, users agree that Tradelyx is free to use and implement the feedback or suggestions without any obligation to the user.

33. Compliance with Laws

Users are responsible for complying with all applicable laws, regulations, and ordinances in their use of Tradelyx and its services.

34. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

35. Contact Information

For any questions or concerns regarding these Terms and Conditions, users may contact Tradelyx through the contact information provided on the platform.