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Terms and Conditions

Effective Date: 21 May 2018

1. Introduction
1.1 This website is owned and operated by Adoppo Limited. Our company information is at the end of this document.

1.2 Please read these terms and conditions carefully. They replace any previous versions. By registering on or using our Service (as defined below) you agree to be bound by these terms and conditions. Please print or save these terms for future use as we will not keep a file copy specifically for the transaction with you and we cannot guarantee that they will remain accessible on our website in future. These terms and conditions are available in the English language only.

1.3 These terms and conditions apply to all Users.

2. Definitions
2.1 Capitalised terms have the following meanings in these terms and conditions:
a) “Advertisement” – an advertisement or other promotion placed by an Advertiser on a Publisher’s Website.
b) “Advertiser” – a User in the role of placing an Advertisement on another User’s Website.
c) “Applicable Laws” – all applicable laws, regulations and codes.
d) “Consumer” – an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.
e) “Content” – all information of whatever kind (including posts, comments, profiles and messages) published, stored or sent on or in connection with our Service (but excluding Advertisements).
f) “Publisher” – a User in the role of publishing another User’s Advertisement on its own website.
g) “Service” – our website, the services we offer by means of our website and any related software and services.
h) “User” – persons or organisations using our Service (including both Members who are registered with us as well as unregistered users).
i) “User Contract” – the contract between Users to place Advertisements on each other’s Websites or to place Advertisements in exchange for goods, services or payment.
j) “Website” – a website of a User which is registered on our Service.

3. Changes to the terms and conditions
3.1 We may change these terms and conditions by posting the revised version on our website at least 14 days before they become effective. Please check our website from time to time. You will be bound by the revised agreement if you continue to use our Service following the effective date shown.

3.2 If you are a Consumer with a subscription to our Service and you don’t agree to the changes (provided that they are neither minor nor required by applicable law or regulations), you can end your subscription by giving us notice by email to cancel@adoppo.com before the effective date of the revised terms and conditions. If so, we will refund any advance payments referable to the period after your termination.

4. Your contract with us
4.1 By registering on our Service and making payment, you are committing to a legal contract with us.

5. Right to cancel (“cooling off”)
5.1 If you are a Consumer living in the “European Economic Area”, you have the right to cancel this contract subject to the provisions set out below.

5.2 If you do have the right to cancel, the following apply:

Right to cancel
5.3 You have the right to cancel this contract within 14 days without giving any reason.

5.4 The cancellation period will expire after 14 days from the day of the conclusion of the contract.

5.5 To exercise the right to cancel, you must inform us, Adoppo Limited, at 76 King St., MANCHESTER, M2 4NH, ENGLAND (email address: cancel@adoppo.com) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). You may use the model cancellation form at the end of this document but it is not obligatory.

5.6 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of cancellation
5.7 If you cancel this contract, we will reimburse to you all payments received from you.

5.8 We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.

5.9 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

5.10 If you requested to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation of this contract in comparison with the full coverage of the contract.

6. Use of our Service

6.1 We grant Users a limited personal non-transferable right to use our Service subject to these terms and conditions.

6.2 Where you communicate with us on behalf of a company / organisation, you represent that you have authority to act on behalf of that entity.

6.3 You may only use any trial period for the purpose of a genuine assessment of the Service. You must not attempt to use the Service for more than one trial period.

6.4 You agree that you will not in connection with the Service:
a) breach Applicable Laws;
b) publish or send any Content (including links or references to other content), or otherwise behave in a manner, which:
• is defamatory, threatening, harassing, invasive of privacy, offensive, vulgar, racist, terrorist-related, hateful, discriminatory, obscene, pornographic, sexually suggestive, promoting of self-harm, misleading, abusive or deceptive;
• infringes any intellectual property or other rights of others;
• involves phishing or scamming or similar; or
• we otherwise reasonably consider to be inappropriate;
c) publish or send any Content which includes someone else’s personal information unless that person is 18 years or over and you have obtained that person’s explicit written consent or you are the parent/guardian of such person;
d) impersonate any person or entity in order to mislead others;
e) publish or send any Content which links to any third party websites which are unlawful or contain inappropriate Content;
f) sell access to the Service;
g) use the Service to provide a similar service to third parties or otherwise with a view to competing with us;
h) use the Service for junk mail, spam, pyramid or similar or fraudulent schemes;
i) do anything which may have the effect of disrupting the Service including worms, viruses, software bombs or mass mailings;
j) do anything which may negatively affect other Users’ enjoyment of the Service;
k) gain unauthorised access to any part of the Service or equipment used to provide the Service;
l) use any automated means to interact with our systems excluding public search engines; or
m) attempt, encourage or assist any of the above.

6.5 You must not do anything which might damage our reputation.

6.6 You must comply with all guidelines and requirements on our website.

6.7 You must promptly comply with any reasonable request or instruction by us in connection with the Service.

6.8 You must ensure that any contact or other information (including e.g., Website visitor counts) which you supply to us is accurate and not misleading and you will update it so that it remains so.

6.9 We do not supply support except to the extent specifically stated on our website, as may be varied from time to time.

7. Your Content
7.1 You are responsible for your Content.

7.2 You represent to us that you have (and will retain) all rights and permissions needed to enable use of your Content as contemplated by the Service and these terms and conditions.

7.3 We reserve the right without notice or refund to reject, suspend, alter, remove or delete Content or to disclose to the relevant authorities or to a complainant any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal act has been committed, or if we are required to do so by law or appropriate authority. If so, you must not attempt to re-publish or re-send the relevant Content.

7.4 We do not accept responsibility if your Content is misused by other Users as this is outside our reasonable control.

7.5 It is your responsibility to make your own backup of any Content stored within the Service to protect you in case of loss or damage to such material. We are not responsible for such loss or damage.

7.6 We reserve the right to place advertisements adjacent to or within your Content. We retain all revenue from such advertisements.

7.7 We may irretrievably delete your Content without telling you after this agreement ends or if your account has been inactive for eighteen months.

8. Content of other Users
8.1 You accept that we have no obligation to vet or monitor Users or their Content. You rely on such information and/or deal with other Users at your own risk. We accept no legal responsibility for the accuracy of, or otherwise in relation to, any such Content or in connection with any dealings between Users. It is your responsibility to carry out careful and detailed investigations before dealing with other Users. We cannot guarantee that any Content (e.g., Website visitor counts or ranking levels) is accurate.

8.2 You acknowledge that in using the Service you may be exposed to offensive or other inappropriate Content or behaviour. If so, please contact us using the email address shown below. If appropriate, you should seek relevant external help, for example from law enforcement authorities and/or stop using the Service.

8.3 If you have any complaint about Content or behaviour which you think is defamatory or otherwise infringes your rights, please email us at complaints@adoppo.com.

9. Very important – we only provide a platform
9.1 Our Service constitutes a neutral platform whereby Users can contact other Users with a view to meeting, networking and agreeing to place Advertisements on each other’s Websites or agreeing to place Advertisements in exchange for goods, services or payment. While we facilitate such arrangements, we are not a party to any User Contracts. You acknowledge that any legal recourse arising from breach of the User Contract is against the other User and not against us.

9.2 If you have any complaint about another User, you must notify us promptly by email to complaints@adoppo.com. We may in our discretion try to resolve the dispute but we do not promise to get involved.

9.3 You separately undertake to us that you will comply with all of your obligations under any User Contract to which you are a party.

10. Forming a User Contract
10.1 Before entering into a User Contract, it is entirely your responsibility to satisfy yourself as to the suitability of the terms of the User Contract and to ensure that a legally binding contract is formed on those terms. We have made available an optional sample User Contract [insert link]. Whether or not you use the draft terms provided in the sample User Contract, every User Contract will include the terms set out in the following section of this document (“Terms of User Contract (between Users)”) unless and to the extent that Users specifically agree otherwise in writing. We do not guarantee that the terms below or in the sample User Contract are suitable for your purpose.

11. Terms of User Contract (between Users)
11.1 Users will deal with each other in a polite and courteous manner.

11.2 Publishers promise:
a) to take reasonable steps to maintain Advertisements in place on the relevant Website (including any replacement Website) for the agreed period on the agreed webpage(s), in accordance with agreed Advertisement size(s) and format(s) and with substantially the same degree of prominence as has been agreed; and
b) not to edit Advertisements without the Advertiser’s prior written approval.

11.3 Advertisers promise to ensure the Advertisements include a direct link to the Website of the Advertiser concerned.

11.4 Advertisers license Publishers to display on the Websites any content included within Advertisements insofar as necessary for the purpose of the User Contract.

11.5 Advertisers promise that their Advertisements and Publishers promises that their Websites will:
a) comply with Applicable Laws;
b) not infringe any third party intellectual property or other rights;
c) not include cookies or any form of tracking or similar technology (applies to Advertisements only); and
d) not include viruses or any form of harmful technology.

11.6 Without affecting any other remedies available to either party, Publishers are free to remove any Advertisement if:
a) the Advertiser has removed the Publisher’s Advertisement from the Advertiser’s own Website for any reason; or
b) acting reasonably, the Publisher considers that the Advertiser has breached the User Agreement or that removal is necessary to protect the Publisher or the users of the Publisher’s website.

11.7 Advertisers promise that, in connection with the supply of goods and/or services which are shown in, referred to or linked to in their Advertisements, or which are provided in exchange for Advertisements, they will act in accordance with highest standards reasonably to be expected in the relevant industry and in accordance with Applicable Laws.

11.8 Advertisers promise to use any contact information supplied by Users in response to Advertisements strictly in accordance with privacy and other Applicable Laws.

11.9 Publishers do not guarantee that Advertisements published on their Websites will generate any particular level of traffic or revenues.

11.10 Each User agrees to indemnify the other party to the User Contract against all claims and liabilities which are directly or indirectly related to the first User’s breach of the User Contract or which otherwise arise from the first User’s Advertisement / Website (unless and to the extent that the second User is at fault).

12. Third party services / advertising / websites
12.1 We may display third party-provided services or third party advertising within our Service and/or link to third party websites which may be of interest to you. We do not recommend or endorse, nor are we legally responsible for, those sites or services. You use them at your own risk.

13. Guidance by us
13.1 Any guidance or similar information which we ourselves make available on our Service is intended as very general guidance information but we cannot guarantee that it is accurate or up to date and we do not accept legal responsibility for it. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.

14. Your account
14.1 You must take reasonable care to protect and keep confidential your password and other account or identity information. You must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for unauthorised third parties who use your account or identity (unless and to the extent that we are at fault).

15. Payment
15.1 Subscriptions can be acquired at the prices, for the periods and by the payment methods specified on our Service. Payment is in advance.

15.2 The prices shown on our website include any applicable VAT, unless we state otherwise.

15.3 You are legally committed to pay your subscription payment once we confirm your order.

15.4 If we have mis-priced any part of our Service, we are not obliged to supply the Service provided we notify you. If we do notify you, then you can decide if you want continue with the Service at the correct price but, if you do not, we will provide a full refund of any payments already made.

15.5 Where stated on our Service when you subscribed, your subscription will continue to be auto-renewed for the same subscription period which you signed up to unless you end your subscription before the renewal date by following the instructions on our Service. Ending your subscription does not entitle you to a refund. You authorize us and our payment provider to charge your payment card for the relevant amounts when payments are due in accordance with this agreement.

15.6 We may at any time change our subscription prices. The new rate takes effect if you apply for a new subscription after we post the new prices on our Service. (The following applies only if you are on an auto-renew subscription, i.e. where this was stated when you subscribed:) We will give you notice by email at least one month before any price change takes effect. If you do not accept the new fee, you should end this agreement by following the instructions on our Service. Otherwise the next renewal of your subscription after the one month’s notice will be at the new price.

15.7 You must contact us immediately with full details if you dispute any payment.

15.8 You must make all payments without any set-off, counterclaim or any other deduction.

15.9 If any amount due to us is unpaid (including unjustifiable chargeback), without prejudice to any other remedy that may be available to us, we may charge you: (1) a reasonable additional administration fee; (2) the amount of any third party charges imposed on us; and/or (3) interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.

16. Discount codes
16.1 We may offer discount codes from time to time. Such codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered and are not transferrable or redeemable for cash. Unless otherwise stated: codes (1) are only available for future new orders placed online; (2) cannot be used retrospectively; (3) can only be redeemed once per customer; and (4) expire after 12 months. You cannot use more than one discount code per transaction unless we state otherwise; if we do so, the order in which the codes are to be applied is in our sole discretion.

16.2 We reserve the right to reject any discount code if we consider that it is being used in breach of these terms. Discount codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.

17. Ending or suspending this contract
17.1 This contract automatically ends if your subscription expires without renewal.

17.2 You may at any time end this contract by following the instructions on our Service. (Ending the contract doesn’t entitle you to a refund unless you have Consumer “cooling off” rights, explained above.)

17.3 We are entitled at any time to end this contract by email notice without cause. If so, we will refund in full any fees already paid which relate to the period after termination.

17.4 We are entitled at any time end this contract by email notice without refund if we terminate our Service as a whole.

17.5 We are entitled at any time (with or without notice) to end this contract or suspend part or all of our Service if we have reason to believe that you have breached our terms and conditions or if any fees due to us are unpaid / unjustifiably charged back or if it is necessary to protect us or others or if we are required to do so by law or appropriate authority. There will be no refund.

17.6 If this contract ends: Your right to use our Service and all licences are terminated. Existing rights and liabilities are unaffected. All clauses in this contract which are stated or intended to continue after termination will continue to apply. You must not attempt to re-register for or continue to use our Service if we have given you notice of termination.

17.7 Termination of this agreement does not of itself affect any pending User Contract to which you are a party.

18. Functioning of our Service
18.1 We do not guarantee that the Service will be uninterrupted or error-free. We are entitled, without notice and without liability (a) to suspend the Service for repair, maintenance, improvement or other technical reason and (b) to make changes to the Service – which don’t seriously affect it.

19. Liability
19.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents.

19.2 Very important: If you are a Consumer, we shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
a) there is no breach of a legal duty owed to you by us or by any of our employees or agents;
b) such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
c) such loss or damage is caused by you, for example by not complying with this agreement; or
d) such loss or damage relates to a business of yours.

19.3 Very important: If you are a Consumer, you will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Service (subject of course to our obligation to mitigate any losses).

19.4 The following clauses apply only if you are not a Consumer:
a) Our total aggregate liability of any kind (including our own negligence) is limited to the total fees paid by you to us in connection with our Service.
b) In no event (including our own negligence) will we be liable for any:
 economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
 loss of goodwill or reputation;
 special, indirect or consequential losses; or
 damage to or loss of data
 (even if we have been advised of the possibility of such losses).
c) You will indemnify us against all claims and liabilities directly or indirectly related to your use of the Service and/or breach of this agreement (except insofar as we are at fault).
d) To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
e) This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.

20. Intellectual property rights
20.1 The intellectual property rights in all material used on or in connection with our Service are owned by us or by our partners or other Users. For your personal use only, you may view such material on your device. You must not otherwise use such material including copying, selling or adapting it or taking extracts from it without our specific prior written consent.

20.2 Just to be clear – you must not collect, scrape, harvest, frame or deep-link to any Content on our Service without our specific prior written consent.

20.3 If you publish any Content on our Service or provide us with any ideas or suggestions for our Service, you allow us at no cost, and perpetually, to use and adapt all or part of such material however we wish in any media formats, whether on our own Service or on our other channels including mobile, email communications, social media, PR, competitions and press releases and also on third party media, including for the purpose of redistribution or promotion of our Service. You waive your “moral rights” in relation to such Content to the extent legally permitted. You also allow each User to use your Content in accordance with these terms and conditions.

21. Privacy
21.1 You acknowledge and agree that we may process your personal information in accordance with the terms of our Privacy and Cookies Policy which is subject to change from time to time.

22. Events outside our control
22.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures.

23. Transfer
23.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.

24. English law
24.1 These terms and conditions shall be governed by English law and any disputes will be decided only by the courts of the United Kingdom. You may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/consumers/odr/. Our email address is disputes@adoppo.com.

25. General
25.1 We may send all notices under this agreement by email to the most recent email address you have supplied to us (unless otherwise stated in this agreement). Headings used in this agreement are for information and not binding. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a “waiver” (i.e. that it cannot be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement shall continue to apply. A person who is not a party to this agreement shall have no rights to enforce this agreement except insofar as expressly stated otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement constitutes any party as agent, employee or representative of the other.

26. Complaints
26.1 If you have any complaints, please contact us via the contact details shown below.

27. Company information
27.1 Company name: Adoppo Limited
27.2 Trading name: Adoppo
27.3 Country of incorporation: England and Wales.
27.4 Registered number: 11188965
27.5 Registered office: 76 King St., MANCHESTER, M2 4NH, ENGLAND
27.6 Trading address: 76 King St., MANCHESTER, M2 4NH, ENGLAND
27.7 Other contact information: See our website.
27.8 VAT number: 289 6710 49

Version 1 (21 May 2018)

©2016 – 2018 Adoppo Limited.




Complete and return this form only if you wish to cancel the contract:

To: Address: Adoppo Limited, 76 King St., MANCHESTER, M2 4NH, ENGLAND or Email: cancel@adoppo.com

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/ for the supply of the following service [*],
Ordered on [*]/received on [*], ________________________________________________

Name of consumer(s),  ______________________________________________________

Address of consumer(s), _____________________________________________________

Signature of consumer(s)
(only if this form is notified on paper),____________________________________________

Date:  __________________________________________________________________

[*] Delete as appropriate


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