Terms and Conditions
1. General Provisions
1.1. These Terms and Conditions together with Privacy Notice and any other Platform’s documentation are intended to provide information on Driffle, provide to Users and Vendors the rules on acceptable behaviour on the Platform and to establish basic guidelines for persons dealing through the Platform.
1.2. Platform is an online venue that provides video game enthusiasts with a safe space to connect and purchase various gaming related content, offered by Vendors participating within the Platform.
1.3. Please note that the Platform is not an online shop, but an online marketplace and all the transactions are being conducted between Users and Vendors while Driffle, unless expressly provided otherwise, does not engage either in selling or purchasing of digital content.
1.4. For avoidance of doubt:
1.4.1. Sales carried out through the Platform are made between the respective Users, or between Users and Vendors while Driffle only provides secondary services related to establishing and maintaining the Platform and providing additional services related to ensuring a smooth and safe experience for Users and Vendors;
1.4.2. these Terms and Conditions set out contractual relationships between Driffle and Users, and between Driffle and Vendors in relation to Driffle administering the Platform;
1.4.3. these Terms and Conditions do not govern relationships between Users, or between Users and Vendors;
1.4.5. In particular these Terms and Conditions do not set the terms of specific transactions being concluded between Users and Vendors such as: purchase price, content and quality of the Digital Content , safety, warranty and liability provisions related to the sale of Digital Content via the Platform. Driffle does not verify the veracity and accuracy of data provided by Users and Vendors.
1.5. Notwithstanding the above, solely for the purposes of maintaining Driffle brand, ensuring smooth functioning of the Platform, and avoiding unfair practices and illegal activities on the Platform, Driffle reserves the right to set out general guidelines related to selling and buying digital content via the Platform.
1.6. with the procedure provided in Section 3.6 below. Driffle strongly recommends Users and Vendors to read the Terms and Conditions from time to time in order to fully familiarise themselves with the particular terms in force at any given time.
Account – an account which gives a possibility for the User or the Vendor to use Services provided in the Platform and get all of the benefits from it.
Digital Content – digital content which has the activation code and can only be used after it is activated on the User’s computer platform or other digital content offered for purchase by Vendors via the Platform.
Driffle – Bluecut Limited, with its registered office at 74A, High Street Wanstead, London, E11 2RJ, United Kingdom.
Platform – this platform which is made available on the Internet under the address: https://driffle.com/
Privacy Notice – rules that set personal data and privacy protection processes that are applied by Driffle.
Sales Contract – any contract between the User and the Vendor which obliges the Vendor to transfer the access to the Digital Content to the User and the User to pay the price thereof.
Service – one of the services which are provided by Driffle as described in these Terms and Conditions.
Terms and Conditions – this set of rules that determines the rights and obligations of Users, Vendors and Driffle and the terms regulating the use of the Platform.
User – a natural person who acts in relation to these Terms and Conditions for the purposes other than their trade, business, craft, or profession (i.e., consumer), and has registered an Account on the Platform and (or) has an intention to purchase Digital Content by using Services provided by Driffle.
Vendor – an entrepreneur operating in any form who sells Digital Content to Users via the Platform.
3. Applicability of these Terms and Conditions
3.1. Users and Vendors hereby agree to and accept these Terms and Conditions, including the Privacy Notice, in its entirety and without any reservations. Acceptance of these Terms and Conditions is a necessary condition for rendering Services.
3.2. For avoidance of doubt, these Terms and Conditions are also applicable to any anonymous users that enter the Platform and by entering, such persons accept these Terms and Conditions, Privacy Notice and any other Platform’s documentation.
3.3. Users who are prohibited from using the Platform due to regulations of the respective state or regional restrictions, including the country/region of current residence of the User and place of use of services, are hereby asked to refrain from using the Platform.
3.4. Each User confirms that they are at least 16 (sixteen) years old or have reached the age under respective country’s laws which allows them to assume responsibility for obligations emerging from contractual relations and has a full capacity to take legal actions. Also, each User confirms that there are no restrictions under respective country’s laws for them to use Services provided by Driffle.
3.5. Each Vendor confirms that they are an entrepreneur and accept these Terms and Conditions. Each Vendor hereby states that there are no factual or legal grounds preventing them from accepting these Terms and Conditions and concluding Sales Contracts with the Users via the Platform aimed at the sale of Digital Content to the Users.
3.6. Driffle has the right to make changes and modifications to these Terms and Conditions, including the right to draw new provisions and withdraw the old ones, at its own discretion, unilaterally and at any time by announcing the amendments of the Terms and Conditions on the Platform. By further using of the Platform and the Services, Users and Vendors confirm being bound by all changes to these Terms and Conditions. The amendments of the Terms and Conditions come into effect in 10 (ten) days after the announcement on the Platform unless it is explicitly stated otherwise. Vendors shall be informed about changes to the Terms and Conditions which affect Vendor and Driffle relationship at least 15 days before these changes go into effect via email. Vendors shall have the right to unilaterally terminate their agreement with Driffle upon receipt of the notice of these changes by contacting [email protected]. If the Vendor continues using the Platform after the notice period expires, they will be deemed as accepted for the changes to the Terms and Conditions.
3.7. Users and Vendors may enter into additional separate agreements with Driffle. In case of any conflict between the provisions of these Terms and Conditions and such additional agreements, the provisions of additional agreements shall prevail unless explicitly provided otherwise in the said additional agreements.
3.8. Driffle communicates with Users and Vendors by sending e-mails, through the Platform Account’s electronic system by leaving notices to them, or through distribution of notices via communication channels within other services. Users and Vendors unconditionally consent to receive communications electronically and agree that all agreements, notices, disclosures and other communications that Driffle electronically provides shall meet any legal requirements of such communication in writing.
4. Service Fees
4.1.Unless expressly provided otherwise, Driffle collects its commission and any other possible fees from the prices determined by the Vendor in relation to each transaction. During the process of creating an auction a Vendor is provided with all the information on commissions and other fees which the Vendor is subject to in relation to listing a particular auction with the Platform.
4.2. Using the Platform, creating an Account and buying Digital Content through the Platform is free of charge for the Users. Driffle’s commission is collected from the sale price of Digital Content specified by the Vendor. However, Users may be charged for additional services contracted from Driffle via the Platform. To the amount of the fees for such additional services
4.3. Users and Vendors are solely responsible for paying fees and taxes relating to their use of Services available on the Platform. Users and Vendors are particularly responsible for paying due taxes, fees or other due amounts required in connection to the contracts entered into via the Platform on their own. In any case Driffle shall not be responsible for settling such fees and taxes. If a certain payment method shall fail or an invoice is overdue, Driffle reserves its right to demand payment by way of another method of payment including all possible additional costs of such method.
4.4. Whenever Driffle provides Services to any person who is considered to be an entrepreneur, such person acknowledges and agrees to account for any due Goods and Services Tax (GST), VAT, Sales Tax or any similar tax via the applicable reverse charge mechanism.
5.1. A person who wants to access all Services provided on the Platform must register and create an Account. However, an Account is not necessary in order to purchase Digital Content via the Platform. Registration proceeds by filling in all the necessary information into a registration form which can be found on the Platform. The person will be asked to submit their username, email address, password and other information. In order to complete registration, the person will have to accept Terms and Conditions and Privacy Notice and any other Platform documentation, if any. Failure to provide any information which, in the sole discretion of Driffle, is required in order to verify any such new User (regardless if such information is expressly indicated in these Terms and Conditions), may be considered as grounds for refusal to proceed with the registration and (or) grounds for suspending or terminating registered Account.
5.2. Each User is obliged to disclose their place of residence. Users are hereby informed that Driffle may use tools to detect the localization of computer network devices (and the connection) as regards the country of origin from which the registration is performed. Driffle may refuse to set-up the Account or suspend or terminate such in case the place of residence indicated by the User differs from the results of verification made by Driffle, in particular by localization of computer network devices (and the connection), as regard the country of origin from which the Platform is accessed. Each User is entitled to set up only one account, unless expressly agreed otherwise on a case-by-case basis. For avoidance of doubt, Users must not use VPN connection during the use of Platform, unless expressly agreed otherwise on a case-by-case basis.
5.3. Following correct registration on the Platform by the User, they are provided with an access to the full functionality of the Platform after entering their login and password.
5.4. Registration on the Platform by the User is equivalent to such person having read, understood and accepted these Terms and Conditions in full, including the Privacy Notice and any other Platform’s documentation, and having consented to the processing by Driffle now and in the future, of personal data transferred to Driffle during the Platform registration process. Regardless of the abovementioned, a person who has not registered with the Platform and has not obtained an Account, is also regarded as having accepted these Terms and Conditions, the Privacy Notice and any other Platform’s documentation, from the moment they choose to use any of the functionalities of the Platform.
5.5. At any time if Driffle believes that the Account is at high risk of causing damage to any person, Driffle has all the rights to suspend the use of the Account by restricting access logging into the Account, withholding transactions, etc. After the risk is eliminated (in the sole discretion of Driffle), Driffle shall reactivate the Account. In the situation where the manager of an Account violates law or these Terms and Conditions, Driffle has the right to terminate the Account. Driffle shall be entitled to suspend or terminate the use of the Account provided that in the opinion of Driffle any other circumstances occur which may result in risk to any person or breach of laws.
5.6. Users are responsible for reasonable care of their Account and they must ensure that their e-mail address is up to date. Driffle is not responsible for situations where Users do not receive information because of their negligence.
5.7. In the situation where Driffle decides that the Platform must be modernised or it is having technical problems, Drriffle has the right to restrict the possibility of logging into Accounts or using respective Services or even general access to the Platform.
5.8. Users acknowledge that giving away login details of their Account to another person could cause damage to Driffle or third persons. Users are liable for securing that type of information and in the case where they fail to ensure that, Users are responsible for eliminating all caused damage.
5.9. The Account is made available to the User by Driffle free of charge and allows them to use the Services offered through the Platform, which is possible from any place in the world via the Internet network.
5.10. Services (or any other functionalities incorporated into the Platform) may differ between different countries or regions. Driffle does not provide any guarantee to the effect that a service or functionality of a certain type or reach will be available for all Users. Driffle reserves the right to restrict, decline or create another level of access relating to the use of Services (or any other functionality incorporated into the Platform) for different individual Users.
5.11. The Account of the Vendor may also be suspended or terminated if it is noticed that the Digital Content put on sale violates third party intellectual property rights or had already been used.
5.12. Users and Vendors shall not use other Accounts and will not make their Accounts available to other Users or any third parties. The above shall not apply to the Vendors’ making their Account available to the persons duly authorised to act on their behalf as well as their employees, authorised by the Vendor to use the Account. To the extent permitted by law, Driffle shall be exempted from any liability against Users and Vendors related to such violating this provision. For avoidance of doubt, Users and Vendors shall assume all liability for actions and outcomes of actions of persons whom they provided with the access to their Account.
5.13. Both Users and Vendors are obliged to keep their registration data up-to-date and swiftly inform Driffle on any changes of such data.
6. Terms and Conditions of Use
6.1. In accordance with these Terms and Conditions, Driffle grants Users a limited, non-exclusive, non-transferable, non-sublicensable licence to access and make personal and non-commercial use of the Services provided by Driffle . Such licence is strictly limited to functionalities of the Platform and does not extend to any licences to Digital Content (including game activation codes offered by Vendors via the Platform). For avoidance of doubt any licences to Digital Content may only be granted upon discretion of their owners or other authorised persons.
6.3. All rights not expressly granted to the Users in these Terms and Conditions are reserved and retained by Driffle or their owners, licensors, suppliers, publishers or other authorised persons.
6.4. Any intellectual property objects such as any texts, graphic materials, interactive functions, logos, photographs, files, software on the Platform, except for those uploaded, transmitted, made available, published by Users and Vendors, as well as the selection, organisation, coordination, compilation of the materials and the general outline and nature of the Platform constitute intellectual property of Driffle. They are protected by copyrights, trademarks, patents, industrial design rights and any other rights and provisions, including international conventions and property rights. Any such rights are reserved for Driffle. Any trademarks, marks and trade names constitute Driffle property.
6.5. Unless with written express Driffle consent, neither Users nor Vendors are allowed to: duplicate, copy, download, disseminate, sell, distribute or resell any services, information, texts, graphics, video clips, sounds, screenplays, files, databases or lists whatsoever available on or via the Platform nor use them otherwise. It is forbidden to retrieve the Platform content systematically to create or compile, either directly or indirectly, a collection, compilation, database and catalogue (by using robots, search engines, automatic or manual devices) without express written permission of Driffle. The use of any content or materials available on the Platform for purposes not specified in the Terms and Conditions is prohibited, especially any use, publication, copying in any form – whether electronic, mechanical, photographic or other (All Rights Reserved).
6.6. Users are obliged to read and accept Terms and Conditions and Privacy Notice, as well as any other Platform’s documentation, in order to ensure the protection of their personal data uploaded through the Platform. By using the Site, each User consents to conform with the Terms and Conditions relating to privacy protection and personal data protection defined in the Privacy Notice.
6.7. Driffle is allowed to provide Users hyperlinks on the Platform (i.e., banners, channels) with access to the content, products or services offered by other providers leading them to the websites of such providers. Driffle is not liable for the certainty, accuracy or trustworthiness of information submitted by mentioned providers. Driffle recommends reading all documents on sites of such providers. Users acknowledge that Driffle has no control of these providers' actions.
6.8. Users and Vendors including, but not limited to, confirm and state that they:
6.8.1. will not publish any improper or faulty information which may be harmful to Driffle, other Users, Vendors or third persons;
6.8.2. will not upload or spread any information on the Platform which could violate laws, contractual agreements or third persons’ rights. Such potentially sensitive information could be copyrighted material, personal data, trade secrets and other;
6.8.3. will not impersonate another person or entity, whether existing or fictional, or falsely maintain to be related to any other person or entity, nor access other User’s or Vendor’s Accounts, nor provide any false information which could mislead Driffle, other Users or Vendors;
6.8.4. will not attempt to hack, modify, disable or affect in any other way the Platform or challenge its security;
6.8.5. will not use the Platform for any other purposes than as it is intended to be used considering the purposes of Driffle Services;
6.8.6. will not try to collect any personal data which is being held at the Platform system without the consent of particular data subject and will not offend or deceive other Users or Vendors;
6.8.7. will not use the Platform for any illegal purposes or for violating any laws, including provisions relating to copyright, intellectual property rights and other property rights protection;
6.8.8. will not try to interfere with the Platform’s activity or prohibit other Users or Vendors from using the Platform (or making it difficult to use);
6.8.9. will not transfer for remuneration nor in any other way make available for remuneration part or whole of their Account;
6.8.10. will not make transactions with money from illegal or undisclosed sources.
6.9. By posting or publishing their own materials on the Platform or by any other distribution of such to Driffle, Users and Vendors within the scope permitted by the laws grant an irrevocable, permanent and free of charge licence for Driffle to use these materials, including, but not limited to, present, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create content related and otherwise, in any way and for any purpose whatsoever that might be beneficial to the operation of Driffle, currently or in the future. Users and Vendors acknowledge and warrant to Driffle that they have sufficient means and rights to ensure such licence.
6.10. VENDORS ARE STRICTLY PROHIBITED FROM LISTING AND SELLING ANY DIGITAL CONTENT WHICH INFRINGE THE APPLICABLE LAWS, THIRD PARTY RIGHTS (INCLUDING COPYRIGHT) OR THESE TERMS AND CONDITIONS.
7. Dealings between Users and Vendors and the role of Driffle
7.1. Driffle being an administrator of the Platform, provides Vendors meeting certain requirements with an opportunity to sell Digital Content to the Users via the Platform.
7.2. Each Vendor determines the price of the Digital Content which they intend to sell via the Platform. Unless expressly provided otherwise and subject to Sections 4.1-4.2 Driffle collects its commission and any other possible fees from the amount of such price. Users and Vendors confirm their understanding that Driffle and individual Vendors may also agree in additional agreements indicated in Section 3.7 on other commissions and fees.
7.3. By listing Digital Content on the Platform, Vendor instructs Driffle to publish on the Platform Vendor’s invitation to conclude an agreement for Users willing to purchase Digital Content at a price determined by the Vendor. As such it shall not constitute a sales offer within the meaning of the civil law. Vendor shall be entitled to change the price of the offered Digital Content, provided that no Users have expressed the will to purchase such. Each Vendor acknowledges and consents that the product prices and descriptions are made public and are available for all Users of the Platform.
7.4. For the purposes of listing Digital Content on the Platform, Vendors provide information on the products to be put on sale on the Platform and consent to Driffle reviewing and finalising the descriptions in order to ensure the general standard of the listing descriptions on the Platform. Each Vendor undertakes to provide true and complete information necessary to complete such descriptions. Provided information must properly reflect the real features of the product. Driffle shall not be responsible for any inaccuracies of the product descriptions arising due to Vendors providing Driffle with incorrect information. Vendors hereby authorise Driffle to use information indicated in this Section free of charge, to prepare descriptions of products being sold, including modifications, alterations and translations of this information.
7.5. Each User is aware and hereby acknowledges that by expressing their will to purchase Digital Content (i.e., placing an order connected with the purchase of Digital Content) from the Vendor via the Platform may entail an obligation to pay, provided that a will to conclude a contract and to charge the User is expressed by the Vendor. For avoidance of doubt, Users expressing their will to purchase the Digital Content must be aware that the Vendor may be entitled to withdraw from entering into a Sales Contract according to the delivery and payment authorization preferences chosen by the Vendor.
7.6. Driffle does not authorise delivery of Digital Content sold by Vendors and is not responsible for and does not authorise payments for Digital Content delivered via the Platform by Vendors.
7.7. Driffle enables Users and Vendors to have due payments of the Users paid by means of specific payment channels available on the Platform. For avoidance of doubt, Vendors may allow such payments to be made outside the Driffle ecosystem in which case the Users shall be responsible for ensuring that the payment has been duly and securely made, documented and all information has been communicated with the Vendor. With regards to the payments made within the Driffle ecosystem, hereby each Vendor consents and grants permission to Driffle to deduct its commissions and other fees from the funds collected on its banks account and transfer the remaining part to the Vendor’s bank account.
7.8. Driffle encourages amicable resolution of any disputes between Users and Vendors. For this purpose, Driffle provides Users and Vendors with a dispute resolution mechanism – via help centre functionality available on the Platform. Therein Users and Vendors may agree to have the funds returned to the User or have the purchased faulty product exchanged. To maintain Driffle brand, avoid unfair practices and illegal activities on the Platform, Driffle may participate in the said process as an intermediary, however the right to resolve such disputes shall remain with the Vendors. In case the User is not satisfied with the conclusion of such resolution, they may raise the respective claims against the Vendor at court or in any other way.
7.9. Users and Vendors acknowledge that entering in any contracts on the Platform involves the risk of dealing with abusive people. Driffle acts carefully and uses reasonable measures in order to verify the truthfulness of the information and data provided by Users and Vendors for the purpose of identifying respective Users and Vendors and determining their suitability to use this Platform and dispose Accounts. Nevertheless, Users and Vendors should also use reasonable endeavours to make sure that the respective User or Vendor is suitable for any business transactions and relationships.
7.10. Users and Vendors are personally responsible for observing all the terms and conditions of transactions conducted on, via or as a result of using the Platform or Services, in particular the Terms and Conditions and other commitments. This also includes, but is not limited to, payment terms, warranty, returns, delivery, time of delivery, insurance, fees, taxes, licences, or penalties.
7.11. In order to unify rules of transactions performed via the Platform and to ensure standard of fair practice when conducting the above Users and Vendors hereby confirm that the Sales Contract between the User and the Vendor becomes valid once the provision of the access to the Digital Content and the charge to the User are authorised by the Vendor. All further actions connected with the Sales Contract, rights and obligations, are regulated by adequate laws or agreements between Users and Vendors.
7.12. Driffle will cooperate with Users and Vendors with regards to all of the questions related to appropriate provision of Services. Communication between Driffle , and Users and Vendors will proceed through the Platform’s help centre, e-mail or other communication channels agreed separately.
7.13. Driffle will provide Users and Vendors with technical support provided they encounter any problems in relation to the functionality of the Account or the Platform
7.14. Sale of Digital Content via the Platform may trigger an obligation for the Vendors to document such sale with respective bills (Transaction Documentation). As Driffle has the technical resources necessary to issue such Transaction Documentation, Vendors hereby authorise Driffle to issue such in the name and on behalf of the Vendor concerning its sales made via the Platform. Vendors may opt-out of such outsourcing by contacting Driffle directly.
7.15. Vendors agree to disclose and provide Driffle with all the information necessary for preparing such Transaction Documentation. Vendors confirm their understanding that such Transaction Documentation shall be made available to Users purchasing Digital Content from the Vendor.
7.16. While Driffle exercises due care when issuing such Transaction Documentation, Driffle does not in any way guarantee compliance with all laws and regulations of such Transaction Documentation. Vendors are advised that it remains the sole responsibility of each Vendor to ensure that any and all Transaction Documentation complies with applicable laws.
7.17. Driffle Transaction Documentation service shall be provided on “as is” basis and each Vendor confirms that Driffle does not make any representations or warranties whatsoever, express or implied, whether oral or written, with respect to the Transaction Documentation service, including but not limited to any implied warranties of accuracy or compliance.
7.18. Each Vendor shall defend, indemnify and hold harmless Driffle, its related companies, and its and their directors, officers, employees, agents and licensees, from and against any claims, allegations, suits, losses, damages, liabilities, costs, settlements and expenses (including reasonable attorneys’ fees) arising from or related to any third party claim, suit or proceeding resulting from an act or failure to act on the part of the Vendor or any of their officers or employees, that may occur during or which may arise out of the performance of the Transaction Documentation services. This defence and indemnification obligation set forth in this Section will survive termination of these Terms and Conditions.
7.19. The sole remedy of the Vendor for any error, defect or failure in the Transaction Documentation shall be the correction of such defect or error.
7.20. Users are entitled to request Vendors to issue invoices related to purchases made by Users of Digital Content via the Platform. Pursuant to the applicable law, each Vendor may be obligated to issue and deliver the requested invoice as soon as possible, however, no longer than provided by the respective applicable laws.
7.21. Each Vendor acknowledges that it may be obligated to issue an invoice to the User for the sale of Digital Content pursuant to applicable laws. The said invoice may be delivered by the Vendor to the User as a result of uploading it on the Platform.
7.22. Each Vendor acknowledges, agrees and confirms that it is aware that Driffle shall not be responsible for issuance and delivery of the invoice due to the sale of Digital Content in accordance with applicable law. Vendor hereby agrees to defend, indemnify and hold harmless Driffle, its related companies, and its and their directors, officers, employees, agents and licensees, from and against any claims, allegations, suits, losses, damages, liabilities, costs, settlements and expenses (including reasonable attorneys’ fees) arising from or related to any third party claim, suit or proceeding resulting from an act or failure to act on the part of the Vendor or any of its officers or employees, that may occur during or which may arise out due to failure or improper performance of the obligation related to issuance and delivery of an invoice to the User. The defence and indemnification obligation set forth in this Section will survive termination of these Terms and Conditions.
8. Obligations of Vendors
8.1. By accepting these Terms and Conditions, and by placing any Digital Content for sale on the Platform, each Vendor warrants and acknowledges that:
8.1.1. it has a full capacity and right to accept the Terms and Conditions any related documentation, to grant licences and authorizations and assume obligations described herein;
8.1.2. such Digital Content is legally obtained and originates from legal sources, is free from any defects and any third-party rights and claims, and the Vendor possesses all the necessary licences, rights, permits and consents to their use, distribution, posting, publication, sale, including the right to sale through the Internet, online system, as well as that the rights are not limited in any way;
8.1.3. such Digital Content does not violate any third-party rights, including copyrights, trademarks, patent rights, trade secrets, privacy rights, image rights, nor any other ownership rights or intellectual property rights;
8.1.4. it commits to use the Platform and Services in line with these Terms and Conditions, applicable laws and good practices;
8.1.5. it will not engage in any activities that could be detrimental to Driffle brand or which may have negative effect on the Platform, or the Digital Content sold via the Platform;
8.1.6. it will not use the Platform for any money laundering related activities nor for any actions that may in the view of Driffle raise the risk of being accused of using the Platform for money laundering purposes;
8.1.7. it will not use the Platform to resell Digital Content acquired free of charge or with a discount related to a charity event or supporting such an event;
8.1.8. will not use VPN connection during the use of Platform, unless expressly agreed otherwise on a case-by-case basis;
8.1.9. will not list and will not sell on the Platform Digital Content which contain or may be used to receive, directly or indirectly, illegal contents and services.
8.2. Each Vendor agree and acknowledge that it:
8.2.1. is the seller and supplier of the Digital Content and this will be clearly defined in their contractual arrangements with the Users, as well as the relevant invoices, bills or sales receipts;
8.2.2. will set general terms and conditions of the sales made to the Users;
8.2.3. will authorise the relevant charge to the Users and the delivery of Digital Content;
8.2.4. is solely responsible for paying VAT, GST, Sales Tax or any similar tax liabilities in compliance with the applicable laws resulting from the sale of Digital Content to Users via the Platform (if any).
8.3. In case the Vendor is a business representative of the legal entity, it warrants, represents and certifies that as such a representative they possess the necessary consents and authorizations from their principal to act as a sales representative and publish the contact details necessary for conducting business.
8.4. Vendors are obliged to provide information or documents related to their business, company or Digital Content at first request of Driffle. Each Vendor represents, warrants, acknowledges and takes full responsibility that:
8.4.1. the information and documents submitted during the registration process or further use of the Platform are true, accurate, valid and complete;
8.4.2. it will immediately report all changes to the documents accordingly in order to keep them true, valid and complete.
8.5. Each Vendor agrees to provide all necessary information, materials and permissions and all reasonable support and cooperation to Driffle, for the latter to provide its Services depending on whether or not the Vendor has violated the Terms and Conditions and/or a complaint against the Vendor has been filed. If failure to do so is caused by any delay, suspension or denial of access to any Service, Driffle will not be obliged to extend the term of such a service or held liable for any loss or damage caused by such a delay, suspension or denial.
8.6. Each Vendor agrees and acknowledges that they are obliged to act in conformity with all the laws and regulations applicable to themselves, the transaction and the respective User.
8.7. Unless expressly provided otherwise by Driffle, Vendors acknowledge and agree that they will only use Platform to sell products in a digital form, meaning that products will be available for download by Users to their hard drives and will not be delivered or stored on material media carriers.
8.8. With regards to post-sale communication, each Vendor undertakes to:
8.8.1. use functionality indicated in Section 7.8 to resolve all post-sale issues;
8.8.2. not engage in unfair practice and resolve arising issues in good faith, i.e., to actively try to resolve Users’ issues and avoid delay in response beyond what is reasonably necessary to investigate and resolve such issues;
8.8.3. not to post, promote or transmit any unlawful, harassing, libellous, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
8.8.4. not mislead the Users or post false information;
8.8.5. not refer to Driffle as the party responsible for resolving post-sales issues, other than in the case of malfunction of the Services provided by the Platform.
8.9. Driffle reserves the right to take actions against any Vendor that would be found in breach of terms set forth in Section 8.8 above, up to, and including restricting Services provided via the Platform. For the avoidance of doubt, Driffle acts only as an intermediary and is not responsible for the contents of the conversations between Users and Vendors.
9. Marketing and ranking of Digital Content
9.1. Driffle reserves the right to use a variety of marketing channels (including, but not limited to use of online, offline, television or other types of ads, social media content, newsletters, affiliate marketing partners, promoted articles) to advertise the Platform and Digital Content available on the Platform.
9.2. Driffle ranks available Digital Content according to lowest price, unless indicated differently in the relevant Platform section (such as grouping them according to the type of Digital Content). Vendors may also promote their Digital Content by purchasing promoted auctions.
10.1. Driffle’s liability is excluded in relation to:
10.1.1. Users or Vendors acting beyond Driffle control and resulting in dealing damage (i.e., violated Terms and Conditions, Privacy Notice, applicable laws, provided access to the Account to another person or performed other actions);
10.1.2. any adverse consequences resulting from access, use of or inability to use the Platform due to reasons beyond Driffle control;
10.1.3. any actions taken by Driffle in relation to Users or Vendors related to infringement of these Terms and Conditions or applicable laws. Such include suspending or terminating Accounts or limiting functionality of the Platform;
10.1.4. implications of any access to data and information being reached by third persons in an unauthorised way which was not possible to track in time, unless Driffle did not take reasonable actions as soon as possible to prevent the consequences, also where any adverse consequences to private data occur subject to actions and omissions of Users and Vendors;
10.1.5. any adverse consequences due to viruses, trojan horses etc. which may be transferred to the Platform or through the Platform by third parties, except that Driffle shall ensure that all the reasonably available measures are taken to remove such threats;
10.1.6. laws or any third-party rights infringed by Users and Vendors, in particular in relation to any damages caused to third parties by Users and Vendors as a result of violating copyrights, industrial property rights, etc., in particular for any demands in relation to the transmission, distribution, publication, offering, presentation of data to which the third persons have the claims or rights to the Digital Content;
10.1.7. transaction of purchase being not completed because of the technical problems in one of the proposed payment methods on the Platform;
10.1.8. purchased Digital Content not working in a way that it should be;
10.1.9. Users or Vendors submitting false or untrue statements, information, assurances and data subject to the Terms and Conditions, Privacy Notice and any other Platform’s documentation;
10.1.10. any form of damage caused by Users or Vendors because of their non-performance or improper performance of Terms and Conditions, Privacy Notice or other documents of the Platform, as well as any rights and obligations towards each other.
10.2. Driffle cannot reasonably ensure that Users and Vendors have the full capacity to perform any Sale Contracts concluded on the Platform. Users and Vendors are solely responsible for the performance of their Sale Contracts.
10.3. Driffle declines all guarantees that consist of condition, suitability, quality or functioning warranties related to the services available on the Platform, as well as Digital Content sold by Vendors. Driffle is only liable for proper availability of using Services. Vendors shall be solely responsible for the Digital Content sold via the Platform. Driffle shall not bear any liability against any third parties related in particular to non-performance or improper performance by Vendors of their Sale Contracts entered into with Users, or to any delict committed by Vendors, any infringement by Vendors of the law in force or related to any false information, assurances or statements submitted by Vendors. If any claims, complaints, petitions, pretensions, etc. be directed by third parties to Driffle, related to any Vendor’s behaviour indicated in this Section above, such Vendor shall be obliged to take full responsibility against these entities and the Vendor shall bear all and any costs related thereto and borne by Driffle. Moreover, where third parties would file any claims against Driffle related to any violations on part of any Vendor, in particular violation of copyrights, such Vendor shall replace Driffle in such proceedings or shall act as a third-party respondent. This Section 10.3. shall accordingly apply to the selling Users to the extent which does not infringe consumer rights.
10.4. To the fullest extent permitted by law, all services provided by Driffle on or via the Platform are made available on an AS IS, IF AVAILABLE, and WITH ALL DEFECTS basis, and Driffle hereby expressly declines all warranties, including but not limited to any warranty of condition, quality, durability, functioning, reliability, merchantability or suitability for any specific purpose of the Digital Content sold by Vendors, unless consumers rights protection laws provide otherwise.
10.5. The total liability of Driffle against Vendors is limited to the amount of EUR 300. The foregoing sentence does not waive the need to prove and document the respective damage alleged to be sustained by the Vendor. Vendors must prove they suffered damage in order to acquire the right to require the amount of damage from Driffle. Any claims to Driffle must be raised within 20 (twenty) days after the date on which a problem occurs. In countries where limitation of liability against consumers is possible, the terms of the first and second sentence of this Section shall apply accordingly.
10.6. Each Vendor and selling User shall fully indemnify, hold harmless and defend (for the purposes of this Section 10, indemnify and indemnification) Driffle and its directors, officers, employees, agents, stockholders and affiliates (for the purposes of this Section 10, Indemnified Parties) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), which arise out of or relate to: (i) any breach of any representation or warranty of the Vendor or the selling User contained in these Terms and Conditions, (ii) any breach or violation of any covenant or other obligation or duty of the Vendor or the selling User under these Terms and Conditions or under applicable law, (iii) any alleged breach or violation by the Vendor or the selling User of third party rights, including intellectual property rights, (v) any claim related to the auction or transaction listed by the Vendor or the selling User, or listed by Driffle on behalf of the Vendor or the selling User in each case whether or not caused by the negligence of Driffle or any other Indemnified Party and whether or not the relevant claim has merit.
10.7. Each Vendor and selling User shall inform Driffle in writing of any claim, demand or suit and shall fully cooperate in the defence thereof. No Vendor or selling User will agree to the settlement of any such claim, demand or suit prior to the final judgement thereon without the consent of Driffle whose consent may be withheld at Driffle sole and entire discretion.
10.8. Unless the applicable law provides otherwise, Driffle is entitled to make, at its absolute discretion, any set-off from funds accumulated by any Vendor or selling User.
10.9. Each Vendor and selling User acknowledges and agrees that during the validity of these Terms and Conditions and after their termination or expiration for any reason whatsoever, Vendor and selling User shall continue to bear liability for all indemnification obligations pursuant to these Terms and Conditions and all other amounts due or which may become due under these Terms and Conditions. This liability is not subject to any limitation of liability that may be expressed elsewhere in these Terms and Conditions.
11. Events Outside Driffle Control
11.1. Driffle will not be liable or responsible for any failure to perform, or delay in performance of, any of Driffle obligations under these Terms and Conditions that is caused by an Event Outside Driffle Control. An Event Outside Driffle Control is defined below in Section 11.2.
11.2. An Event Outside Driffle Control means any act or event beyond Driffle reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
11.3. If an Event Outside Driffle Control takes place that affects the performance of Driffle obligations under these Terms and Conditions:
11.3.1. Driffle will contact the affected Users and Vendors as soon as reasonably possible to notify such; and
11.3.2. Driffle obligations under these Terms and Conditions will be suspended and the time for performance of Driffle obligations will be extended for the duration of the Event Outside Driffle Control.
12.1. If Users or Vendors have experienced any violation of their rights caused by Driffle Services provided in Terms and Conditions and/or Privacy Notice, they have the right to file a complaint. The complaint must be sent to Driffle by the Platform’s help centre or to email which is specified in Section 14.8. Driffle puts its best efforts to have all complaints resolved within 14 (fourteen) days after receiving such.
12.2. In case the User has complaints about the Digital Content purchased subject to the provisions of Section 7.8 they may file a complaint to the Vendor within the help centre functionality available on the Platform. In such cases Driffle only helps in initiating the complaint procedure and facilitates communication between disputing parties but does not resolve the complaint.
12.3. If the User purchased the Digital Content and has not reviewed such on the Platform, they may return such Digital Content provided that the Vendor grants the User a right to return purchased Digital Content. Vendors shall unequivocally determine and indicate in its terms of sale whether they grant such right with regard to a given Digital Content or a given User.
13. Termination and Suspension
13.1. Users and Vendors can terminate the agreement with Driffle by removing their Account from the Platform. It can be done by submitting the request at their Account’s system. Driffle deletes the Account within 7 (seven) days after the day the request was submitted. During this period, the respective User or Vendor has the right to cancel the removal of the Account.
13.2. During the period of agreement termination, the User or Vendor cannot create another Account on the Platform.
13.3. Driffle can terminate such an agreement by deleting the User’s or Vendor’s Account or blocking its access to the Platform. The access can be blocked if there are any suspicions about illegal actions and it can last until the circumstances disappear or become eliminated. Driffle deletes the User’s or Vendor’s Account in situations where they grossly violate Terms and Conditions, Privacy Notice, laws or other documents.
13.4. Driffle may temporarily restrict or suspend access to User’s or Vendor’s Account if its security is compromised in any way or if significant violations of this agreement or the law (by the Users or Vendors) are discovered (if Driffle does not terminate the agreement because of this). Execution of decisions provided in this Section 13 cannot violate consumer rights.
13.5. Driffle may also temporarily restrict or suspend access to Vendor’s Account in one of the following cases:
13.5.1. Driffle has reasonable suspicion that Vendor has engaged in fraudulent or unlawful activities;
13.5.2. Vendor has violated Terms and Conditions, Privacy Notice, laws or other documents;
13.5.3. Vendor refuses to cooperate with Driffle or follow lawful Driffle requests including, but not limited to provide requested transparency documentation;
13.5.4. Vendor’s actions have otherwise compromised integrity of the Platform or Driffle brand including, but not limited to provision of low quality (used, stolen or otherwise not working) Digital Content.
13.6. Driffle may also terminate Vendor’s account in one of the following cases:
13.6.1. Driffle has reasonable suspicion that Vendor has engaged in fraudulent or unlawful activities;
13.6.2. Vendor has grossly violated Terms and Conditions, Privacy Notice, laws or other documents;
13.6.3. Vendor repeatedly refuses to cooperate with Driffle or follow lawful Driffle requests including, but not limited to provide requested transparency documentation;
13.6.4. Vendor’s actions have otherwise compromised integrity of the Platform or Driffle brand including, but not limited to constant and repeated provision of low quality (used, stolen or otherwise not working) Digital Content.
13.7. Prior to terminating Vendor’s Account, Driffle shall provide 30 (thirty) days notice via email stating the reasons and grounds for termination. The Vendor shall have 30 (thirty) days to provide reasons and/or proof why their Account should not be terminated. Following this time period, their Account shall be terminated unless communicated otherwise by Driffle. Driffle reserves the right to suspend Vendor’s account during this time period.
14. Final Provisions
14.1. Driffle reserves the right to use the Platform as a Vendor, either directly or through its affiliated companies. In such case, Driffle or its affiliated companies may be treated differently from other Vendors, including, but not limited to having access to additional Platform or User data, different commission and pricing structure and/or different technical interfaces on the Platform.
14.2. Privacy Notice and any other Platform’s documentation are integral part of these Terms and Conditions and bind all Users and Vendors.
14.3. Without the permission of Driffle, Users have no right to transfer their obligations, claims or rights to third persons. Users agree that Driffle shall have the right to transfer its rights and obligations arising from the agreements to third persons. Driffle will inform of such transfer on the Platform.
14.4. If any provision of these Terms and Conditions is held to be illegal, invalid or unenforceable by a court or arbitral tribunal, the other provisions of these Terms and Conditions will remain in full force and effect. Any provision of these Terms and Conditions held to be illegal, invalid or unenforceable only in part, or to a certain degree, will remain in full force and effect to the extent that it is not held illegal, invalid or unenforceable.
14.5. These Terms and Conditions and the relations between Driffle and Users in respect to these Terms and Conditions (including the execution, validity, invalidity, implementation and termination of these Terms and Conditions) are governed by and interpreted in accordance with the laws of theUnited Kingdom unless the domestic law applicable to the User being a consumer provides otherwise.
14.6. Except otherwise provided in these Terms and Conditions, no delay of Driffle or User to exercise any right or to perform an obligation under these Terms and Conditions shall be considered as a waiver of such right or excuse from the performance of such obligation and separate or partial performance of any obligation. Separate or partial exercise of any right shall not mean that this obligation need not be performed, or this right may not be exercised in the future.
14.7. All the data and information stored on the Platform can be used by Driffle on purpose to its functioning.
14.8. Communication with Driffle support proceeds through the email address [email protected].
14.9. Different countries’ laws may cause unavailability for some Users or Vendors to use respective services of the Platform.
14.10. To the extent allowed by the applicable local laws, Users and Vendors understand and agree that information on the Platform as well as in the communications between Users and Driffle may not be available in their local language, and accept to receive this information in English or other support language.
14.11. In the event Terms and Conditions are translated into other languages and if there are differences between the English version and such translation, the English version shall prevail, unless provided otherwise or unless such apparent inconsistency arises out of a difference in legal requirements in a specific jurisdiction.