General Terms and Conditions for Auctions

LLXChange Limited General Terms and Conditions for Auctions

BACKGROUND:

The General Conditions together with the Other Documents set out the terms under which a User may use the Auction Site.

Each User wishing to use the Auction Site must read the General Conditions carefully and ensure that they understand them.

By registering as a User of the Auction Site, the User agrees to comply with and be bound by the General Conditions.

If a User does not agree to comply with and be bound by the General Conditions, the User must stop using the Auction Site immediately.

If a User wishes to sell Stock in an Auction, they must refer to and comply with the Seller Conditions.

If a User wishes to bid on Stock for sale in an Auction, they must refer to and comply with the Bidder Conditions.

  1. Definitions and Interpretation
  • In the General Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Account” means a User account to access and use the Auction Site;

“Applicable Laws means all applicable laws and associated requirements of any Authority, including conventions, regulations, directives, statutes, statutory instruments, ordinances, by-laws, orders, notices, decisions, decrees, codes, rules, guidance, guidelines and codes of practice;

“Authority” means any international, national, federal, state, provincial, territorial, regional, municipal or local legislative, governmental or regulatory authority, including any branch, division, ministry, department, agency of the same and any court, tribunal, commission, board or similar authority, with jurisdiction over Us, any User or any matter arising in connection with the Auction Site or an Auction;

“Auction” means any auction that takes place on the Auction Site;

“Auction Site” means the part of Our Site which runs Auctions;

“Bidder” or “Bidders” means a User or Users who bid on Stock in an Auction;

“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on or forms part of the Auction Site including User Content;

“General Conditions” means these terms and conditions;

“Intellectual Property Rights” means patents and rights in inventions, trademarks, trade names, rights to prevent passing off or unfair competition, rights in internet domain names and website addresses, rights in designs, copyright (including rights in computer software and moral rights), database rights, rights in confidential information including know-how and all other intellectual property rights, in each case whether registered or unregistered and including applications (and the right to apply) for registration and all rights or forms of protection having equivalent or similar effect anywhere in the world;

“Other Documents” means any other document governing the operation and use of Our Site including:

  • the “General Terms of Use” meaning the general terms of use for Our Site found HERE
  • the “Bidder Conditions” meaning the Auction Site terms and conditions for Bidders found HERE;
  • the “Seller Conditions” meaning the Auction Site terms and conditions for Sellers found HERE;
  • the “Privacy Policy” meaning the privacy policy for Our Site found HERE
  • the “Cookie Policy” meaning the cookie policy for Our Site found HERE;
  • the “Acceptable Use Policy” meaning the acceptable use policy for Our Site found HERE
  • the “Advertising Terms and Conditions” meaning the advertising terms and conditions for Our Site found at HERE

“Our Site” means the website https://llxchange.com/ of which the Auction Site forms part;

“Person” means, as the context requires, any natural person, body corporate, unincorporated association, partnership or other entity, whether or not having a separate legal personality;

“Seller” or “Sellers” means a User or Users who offer an Stock for sale in an Auction;

“Stock” means anything advertised to be sold or sold in an Auction;

“Third Party Advertising” means advertising displayed on the Auction Site, provided by third parties;

“Third Party Advertiser” means a party responsible for Third Party Advertising displayed on the Auction Site;

“User” means Bidders, Sellers and any other user of the Auction Site;

“User Content” means any Content added to Our Site by a User;

“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any tax similar or equivalent to value added tax or performing a similar fiscal function; and

“We/Us/Our” means LLXChange Limited a company registered in Scotland, company registration number SC570264 with its registered office at Swordale House, Matheson Road, Bonar Bridge, Scotland, IV24 3AP.

  • References in the General Conditions to:
  • any Applicable Laws, policies and procedures include references thereto as amended, supplemented, replaced, extended or, as applicable, re-enacted from time to time;
  • the words “including”, “include” and “other” shall be construed without limitation;
  • the singular shall include the plural and vice versa unless the context otherwise requires; and
  • a Clause or sub-Clause means a clause of sub-clause of the General Conditions unless specified to the contrary.
  1. Information About Us
  • The Auction Site is owned and operated by Us.
  • Our VAT number is (We are not VAT registered).
  • To contact Us, please email farming@llxchange.com
  1. Access to Our Site
  • Access to the Auction Site is free of charge.
  • It is a User’s responsibility to make any and all arrangements necessary in order to access the Auction Site.
  • Access to the Auction Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue the Auction Site (or any part of it) at any time and without notice. Subject to the remainder of the General Conditions, the Bidder Conditions and the Seller Conditions, We will not be liable to a User in any way if the Auction Site (or any part of it) is unavailable at any time and for any period.
  • The Auction Site is intended for the use of businesses only.
  1. Accounts
  • Certain parts of the Auction Site (including the ability to participate in Auctions) require an Account in order to use them.
  • No person may create an Account if they are under 18 years of age.
  • When creating an Account, the information provided must be accurate and complete. If any of information changes at a later date, it is the User’s responsibility to ensure that their Account is kept up-to-date.
  • It is the User’s responsibility to keep your password safe. Users must not share their Account with anyone else.
  • If a User believes their Account is being used without their permission, please contact Us immediately at farming@llxchange.com We will not be liable for any unauthorised use of an Account.
  • A User must not use anyone else’s Account.
  • All personal information provided in an Account will be collected, used and held in accordance with Applicable Laws as set out in Clause 15.
  • If a User wishes to suspend or delete their Account, subject to the provisions of the Seller Conditions and the Bidder Conditions, the User may do so at any time by clicking their profile, clicking Settings, and Delete Account. If a User deletes their Account, We will remove the User’s information from Our systems and will remove the User Content from the Auction Site (where applicable). If a User suspends their Account, nothing will be deleted, but the User and the User Content will cease to be visible to other Users on the Auction Site. Deleting an Account will also remove access to any areas of Our Site requiring an Account for access.
  1. Intellectual Property Rights and Use of Our Site
  • With the exception of User Content, all Content included on the Auction Site and the Intellectual Property Rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by Applicable Laws.
  • Subject to sub-Clauses 5.3 and 5.6, a User may not reproduce, copy, distribute, sell, rent, sub-licence, store or in any other manner re-use Content from the Auction Site unless given express written permission to do so by Us or the relevant User.
  • Users may:
  • access, view and use the Auction Site in any web browser (including, but not limited to, in-app web browsers);
  • download the Auction Site (or any part of it) for caching;
  • print pages from the Auction Site;
  • download extracts from pages on the Auction Site; and
  • save pages from the Auction Site for later and/or offline viewing.
  • The owner and author of any Content must always be acknowledged when re-using that Content.
  • Users may not use any Content printed, saved or downloaded from the Auction Site for commercial purposes without first obtaining a licence from Us (or Our licensors or the relevant User, as appropriate) to do so. This does not prohibit the normal access, viewing and use of the Auction Site for general purposes whether by business users or consumers.
  • Nothing in the General Conditions limits or excludes the fair dealing provisions of Chapter III of the Copyright, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material.
  1. User Content
  • User Content can include:
  • Photographs of Stock;
  • Videos of Stock; and
  • Descriptions of Stock.
  • Each User agrees that they will be solely responsible for their User Content. Specifically, each User agrees, represents and warrants that they have the right to submit the User Content and that it will comply with Our Acceptable Use Policy.
  • Each User agrees that they will be liable to Us and will, to the fullest extent permissible by Applicable Laws, indemnify Us for any breach of the warranties given by the relevant User under sub-Clause 6.2. Each User will be responsible for any loss or damage suffered by Us as a result of such breach.
  • Users (or any licensors who own the relevant User Content in question, as appropriate) retain the ownership of the User Content that a User submits to the Auction Site and all the Intellectual Property Rights in that User Content. By submitting User Content to the Auction Site, Each User grant Us an irrevocable, unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence their User Content for the purposes of operating and promoting the Auction Site.
  • If a User wishes to remove their User Content, they may do so by following the instructions provided on the Auction Site or Our Site or by contacting Us. We will use reasonable efforts to remove the User Content from the Auction Site. Please note that caching or references to User Content may not be made unavailable immediately (or may not be made unavailable at all where they are outside of Our reasonable control).
  • We may reject, reclassify or remove any User Content from the Auction Site where it violates Our Acceptable Use Policy or if We receive a complaint from a third party about it and determine that it should be removed in response to that complaint. If any User Content is removed, the relevant User will be informed of the removal and the reasons for the removal in writing.
  1. Links to Our Site
  • Users may not link to any page other than the homepage of the Auction Site without our written permission. Users may link to the Auction Site provided that they do:
  • so in a fair and legal way;
  • not suggest any form of association, endorsement or approval on Our part where none exists;
  • not use any logos or trademarks displayed on the Auction Site without Our prior written permission; and
  • not do so in a way that is intended to damage Our reputation or to take unfair advantage of it.
  • Users may not link to the Auction Site from any other site where that site’s main content (i.e. the site’s primary purpose and content, not comments or similar from other users) contains material that:
  • is sexually explicit;
  • is obscene, deliberately offensive, hateful or otherwise inflammatory;
  • promotes violence;
  • promotes or assists in any form of unlawful activity;
  • discriminates against or is in any way defamatory of, any Person, group or class of Persons; race; gender; religion; nationality; disability; sexual orientation; or age;
  • is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset or embarrass another person;
  • is calculated or is otherwise likely to deceive another person;
  • is intended or is otherwise likely to infringe (or to threaten to infringe) another Person’s privacy;
  • misleadingly impersonates any Person or otherwise misrepresents the identity or affiliation of a particular Person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.4);
  • implies any form of affiliation with Us where none exists;
  • infringes or assists in the infringement of, the Intellectual Property Rights of any other Person; or
  • is made in breach of any legal duty owed to a third party including contractual duties and duties of confidence.
  1. Links to Other Sites

Links to other sites may be included on the Auction Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on the Auction Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

  1. Third Party Advertising
  • We may feature Third Party Advertising.
  • Users agree that they will not attempt to remove or hide any Third Party Advertising using HTML/CSS or by any other method.
  • We are not responsible for any Third Party Advertising. Each Third Party Advertiser is responsible for the content of their own Third Party Advertising. We will not be responsible for any Third Party Advertising including any errors, inaccuracies or omissions.
  1. Disclaimers and Legal Rights
  • Nothing on the Auction Site constitutes advice on which a User should rely. Information and other materials on the Auction Site are provided for general information purposes only. Professional or specialist advice should always be sought before taking any action on the basis of any information provided on the Auction Site.
  • Insofar as is permitted by Applicable Laws, We make no representation, warranty or guarantee that the Auction Site will meet a User’s requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware or that it will be secure. If, as a result of Our failure to exercise reasonable care and skill, any digital content from the Auction Site damages a User’s device or other digital content belonging to a User, if the User is a consumer, the User may be entitled to certain legal remedies. For more details concerning any rights and remedies as a consumer, the relevant User should contact their local Citizens Advice Bureau or Trading Standards Office.
  • We make reasonable efforts to ensure that Our Content on the Auction Site is complete, accurate and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate or up-to-date.
  • We are not responsible for the content or accuracy of any User Content, nor for any opinions, views or values expressed in any User Content. Any such opinions, views or values are those of the relevant User and do not reflect Our opinions, views or values in any way.
  1. Our Liability
  • Please note that the provisions of this Clause 11 are subject to the Bidder Conditions and the Seller Conditions.
  • To the fullest extent permissible by Applicable Laws, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort or delict (including negligence) for breach of statutory duty or otherwise, arising out of or in connection with the use of (or inability to use) the Auction Site or the content of, use of or reliance upon any Content.
  • To the fullest extent permissible by Applicable Laws, We exclude all representations, warranties and guarantees (whether express or implied) that may apply to the Auction Site or to any Content.
  • If you are a business (i.e. a User using the Auction Site in the course of business and/or for commercial reasons), We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption or for any indirect or consequential loss or damage.
  • We use all reasonable skill and care to ensure that the Auction Site is free from viruses and other malware. Subject to sub-Clause 10.2, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack or other harmful material or event that may adversely affect a User’s hardware, software, data or other material that occurs as a result of your use of the Auction Site or any other site referred to on the Auction Site.
  • We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Auction Site resulting from external causes including ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war or legal restrictions and censorship.
  • Nothing in the General Conditions seeks to exclude or restrict Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence or for any other forms of liability that cannot be excluded or restricted by Applicable Laws. For full details of consumers’ legal rights, Users should contact their local Citizens Advice Bureau or Trading Standards Office.
  1. Viruses, Malware and Security
  • We exercise all reasonable skill and care to ensure that the Auction Site is secure and free from viruses and other malware. We do not guarantee that the Auction Site is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 11.5, subject to sub-Clause 10.2.
  • Users are responsible for protecting their hardware, software, data and other material from viruses, malware and other internet security risks.
  • Users must not deliberately introduce viruses or other malware or any other material which is malicious or technologically harmful either to or via the Auction Site.
  • Users must not attempt to gain unauthorised access to any part of the Auction Site, the server on which the Auction Site is stored or any other server, computer or database connected to the Auction Site.
  • Users must not attack the Auction Site by means of a denial of service attack, a distributed denial of service attack or by any other means.
  • By breaching the provisions of sub-Clauses 12.3, 12.4 or 12.5, Users may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing the User’s identity to them. A User’s right to use the Auction Site will cease immediately in the event of such a breach.
  1. Acceptable Usage Policy
  • Users may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause 13.
  • Users must ensure that they comply fully with any and all Applicable Laws.
  • Users must not use the Auction Site:
  • in any way or for any purpose that is unlawful or fraudulent;
  • in any way or for any purpose, that is intended to harm any Person in any way; and
  • to knowingly send, upload or in any other way transmit data that contains any form of virus or other malware or any other code designed to adversely affect computer hardware, software or data of any kind.
  • When using Our Site, you must not communicate or otherwise do anything that:
  • is sexually explicit;
  • is obscene, deliberately offensive, hateful or otherwise inflammatory;
  • promotes violence;
  • promotes or assists in any form of unlawful activity;
  • discriminates against or is in any way defamatory of, any Person, group or class of Persons; race; gender; religion; nationality; disability; sexual orientation; or age;
  • is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset or embarrass another Person;
  • is calculated or is otherwise likely to deceive;
  • is intended or otherwise likely to infringe (or threaten to infringe) another Person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
  • misleadingly impersonates any Person or otherwise misrepresents a User’s identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 13.4);
  • implies any form of affiliation with Us where none exists;
  • infringes or assists in the infringement of the Intellectual Property Rights of any other Person; or
  • is in breach of any legal duty owed to a third party including contractual duties and duties of confidence.
  • We reserve the right to suspend or terminate a User’s access to the Auction Site if the User materially breaches the provisions of this Clause 13 or any of the other provisions of the General Conditions. Further actions We may take include:
  • removing any User Content from the Auction Site;
  • issuing a User with a written warning;
  • legal proceedings against a User for reimbursement of any and all relevant costs resulting from a User’s breach on an indemnity basis;
  • further legal action against a User as appropriate;
  • disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
  • any other actions which We deem reasonably necessary, appropriate and lawful.
  • We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of the General Conditions.
  1. Privacy and Cookies

Use of Our Site is also governed by the Privacy Policy and the Cookie Policy.

  1. How We Use Your Personal Information (Data Protection)
  • All personal information that We may use will be collected, processed and held in accordance with Applicable Laws including the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
  • For complete details of Our collection, processing, storage and retention of personal data including the purposes for which personal data is used, the legal basis or bases for using it, details of a User’s rights and how to exercise them and personal data sharing (where applicable), please refer to the Privacy Policy and the Cookie Policy.
  1. Communications from Us
  • If We have a User’s contact details, We may send the User important notices by email. Such notices will only relate to important matters including service changes; changes to the Other Documents and changes to a User’s Account.
  • We will never send Users any marketing emails of any kind without a User’s express permission. If a User does give Us permission, the User may opt-out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If a User opts out of receiving emails from Us, it may take up to 14 days for Us to comply with the request. During that time, the User may continue to receive emails from Us.
  1. Contacting Us

To contact Us, please email Us directly at farming@llxchange.com or using any of the options provided on Our contact page https://llxchange.com/contact-us/

  1. Changes to the General Conditions
  • We may alter the General Conditions at any time. If We do so, details of the changes will be highlighted and emailed to Users. Any changes will become binding on Users upon their first use of the Auction Site after the changes have been made. Users are therefore advised to check this page from time to time.
  • In the event of any conflict between the current version of the General Conditions and any previous versions, the current version shall prevail unless it is specifically stated otherwise.
  1. Law and Jurisdiction
  • The General Conditions and the relationship between Users and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of Scotland.
  • If a User is a consumer, the User will benefit from any mandatory provisions of the law in their country of residence. Nothing in Sub-Clause 19.1 takes away or reduces a User’s rights as a consumer to rely on those provisions.
  • If a User is a consumer, any dispute, controversy, proceedings or claim between the User and Us relating to the General Conditions or the relationship between the User and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland or Northern Ireland, as determined by the User’s residency.
  • If a User is a business, any disputes concerning the General Conditions, the relationship between the User and Us or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of Scotland.