CITY OF LAW

MERCHANT AGREEMENT WITH SUPPLIERS

  1. Your contract is with the company LEXACT SOLUTIONS LIMITED owner of cityoflaw.com, Registration number ΗΕ 214808, registered office address: 13, K. Ikonomaki Street, 2402 Egkomi, Nicosia, Cyprus; Office address: 6, Onasagoras Street, 3rd Floor,2018 Strovolos, Nicosia, Cyprus; Tel: 00357 22003161, email: [email protected]; [email protected]. VAT Registration No. 10214808G.
  2. You as the SUPPLIER shall declare to City of Law whether Supplier will be acting as a ‘trader’ (author, business, advertiser) for the purposes of consumer protection law or as a ‘non-trader’ (not customarily involved in selling products sold on the CITY OF LAW website) and shall do so in the context of registering with the City of Laws website and/or entering into a merchant agreement with City of Laws. 
  3. IDs & passwords: The SUPPLIER agrees that the SUPPLIER’s IDs and passwords used for logging  in the City of Law website are confidential and proprietary. It is a violation of these Terms for a Supplier to disclose its password or share its ID, password with any unauthorized third parties, or to use its ID and password for any unauthorized purpose other than the purpose mentioned herein. Each SUPPLIER is solely responsible for any unauthorized use of SUPPLIER’s ID and password in connection to the City of Law.
  4. Transacting on the City of Law Website: All the Transactions entered into between the SUPPLIER and its respective buyers on the CITY OF LAW website are governed by the specific Terms of each Transaction established between the SUPPLIER and their respective buyers. CITY OF LAW is only a venue and a platform through which the SUPPLIER and their respective customers can transact. The power to make the decision of doing the business vests always and in all conditions with the SUPPLIER. CITY OF LAW is not a party to any of the transaction entered into upon CITY OF LAW between the SUPPLIER and any of its buyers. CITY OF LAW does not set nor endorse any of the terms of the sale effected on the City of Law website, inclusive of but not limited to the price, contract terms, quality, safety, conformance or legality of the Products advertised or offered for sale, the ability of SUPPLIER to sell Products or the ability of its buyers to buy Products. CITY OF LAW cannot and does not control, in any situation, whether SUPPLIER will complete the sale of Products  they offer or whether their buyers will complete the purchase of Products they request for on the CITY OF LAW. CITY OF LAW is also not responsible with respect to payment or collection for orders made on the CITY OF LAW website. SUPPLIER shall be responsible to use its own contract terms and policies governing their transactions and relations with their respective customers and shall ensure that any such terms and policies are in accord with applicable law. SUPPLIER is free to use CITY OF LAW contract terms and shipping and returns policies either as are or where necessary, adjusted or varied as it thinks fit.
  5. No warranty: The SUPPLIER confirms and agrees that by assenting to these terms, it assumes any and all responsibility and risk of use of the City of Law website and any  products or services contained therein. CITY OF LAW provides the City of Law website and services thereto “as is” and “as available,” without any warranty or condition of any kind, express, implied or statutory. CITY OF LAW expressly disclaims any warranties of any kind, inclusive of but not limited to:
    • the implied warranties of merchantability, fitness for a particular purpose, title and non- infringement;
    • that service of the SUPPLIER will be continuous, uninterrupted and/or error-free;
    • for replacement of any sort of goods which are sold on the CITY OF LAW website by the SUPPLIER to any of its Buyers.
    • the assurance as to the quality, identity, functioning or reliability of any buyer or SUPPLIER and guidance whether the SUPPLIER should do business with such buyer; and
    • the assurance as to the accuracy of any information made available on or through the CITY OF LAW website  by or on behalf of any buyer.
  6. Release: The Parties agree that CITY OF LAW is not a party to any agreements between SUPPLIER and the buyer(s) or any other parties for the transaction made on the City of Law, and further CITY OF LAW also has no control over the truth or accuracy of representations made by the aforesaid parties, or the ability of aforesaid parties to any such agreement to fulfil their part of any transaction. The SUPPLIER hereby releases and agrees to hold harmless CITY OF LAW, inclusive of but not limited to its officers, directors, subcontractors (including without limitation technology providers) acting in their capacity of providing services to CITY OF LAW, and employees from any and all claims, demands, and damages of every kind and nature (including, without limitation to actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the City of Law, or any agreement or transaction between any SUPPLIER, on the one hand, and any other Third Parties on the other hand.The SUPPLIER further agrees that the function of CITY OF LAW is limited to providing access to a communication system over which information made available by SUPPLIER is temporarily stored and hosted. CITY OF LAW in any case does not initiate any transaction between the SUPPLIER and any of its buyers or select the buyer and neither does CITY OF LAW have any control over the information contained on the ‘Web Store”.
  7. Good Faith and Legitimate/Fair Dealing: SUPPLIER hereby agrees to act in accordance with the principles of good faith and fair dealing when transacting on or through the CITY OF LAW website. CITY OF LAW reserves the right to investigate any allegation or evidence of any SUPPLIER’s failure to abide by the principles of good faith and fair dealing in connection with its use of the City of Law, and to fashion and enforce remedies, in its sole but reasonable discretion, in order to address any violation of such principles. SUPPLIER also agrees to provide goods or services that comply with all applicable laws and regulations.
  8. Information posted on the CITY OF LAW Website: The City of Law website may contain news and information published by various third parties, some of which may contain facts, views, opinions, analyses and recommendations of individuals and organizations deemed of interest. CITY OF LAW does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse these views, opinions, analyses, or recommendations. SUPPLIER assumes sole responsibility and risk for use of such content.The CITY OF LAW website may contain links to third party websites not under the control or operation of CITY OF LAW. The Parties agree that the CITY OF LAW website provides links only as a convenience and does not endorse, and is not responsible for the contents of, any site linked to the CITY OF LAW website. SUPPLIER assumes sole responsibility and risk for use of such third-party links.

    The Parties further agree that SUPPLIER listings to the CITY OF LAW Website are the sole responsibility of the SUPPLIER and CITY OF LAW has no obligation to monitor the contents of the CITY OF LAW Website or third-party links on such linked Third Party Websites and CITY OF LAW expressly disclaims any responsibility to filter any such content. However, CITY OF LAW reserves the right to take any action with respect to information posted on the CITY OF LAW website that CITY OF LAW deems inappropriate at its sole discretion, including but not limited to the immediate removal of offensive or harmful content, or suspension or termination of SUPPLIER’s rights of use the CITY OF LAW website and services.

    The SUPPLIER confirms that the SUPPLIER is solely responsible, which is inclusive but not limited to, for pricing and payment realization of the product posted on the CITY OF LAW website, details, availability and quality of the products, replacement of the products which are defective or malfunctioning, deciding the mode of payment, Mode of delivery, delivery charges, delivery time of the products posted on the CITY OF LAW website. SUPPLIER further confirms that all the information posted on the CITY OF LAW website by the SUPPLIER is complete, true, accurate and not misleading to the best of its knowledge and the product description and their respective images are not deceptive. The SUPPLIER is solely responsible for any mismatch between product categories and quantity selected by any of its buyer(s) and the respective delivery made by the SUPPLIER, the Post delivery supports and installation, if any, for the products posted on the CITY OF LAW website. The SUPPLIER is also solely responsible for any related dispute, inclusive but not limited to the products’ quality, warranty etc. posted by the SUPPLIER on the CITY OF LAW website and sold to the buyer.

    The SUPPLIER further agrees that it shall not post information on the CITY OF LAW website that is, nor offer Products or services for sale that are:

    • fraudulent or related to the sale of counterfeit or stolen items;
    • infringing of any third party’s rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy or Intellectual Property Rights;
    • transmitted anonymously or labelled under a false name;
    • in violation of any applicable law, statute, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, cartelisation, government/public sector procurement, anti-discrimination or false advertising);
    • obscene, indecent or pornographic;
    • defamatory, trade libellous, threatening or harassing; or

    In addition, the SUPPLIER may not link directly or indirectly to, nor include descriptions of Products

    • that are prohibited by this Agreement or
    • to which the SUPPLIER does not have the right to link or include.

    SUPPLIER must obtain the CITY OF LAW’s express permission to link CITY OF LAW to their web sites. Furthermore, SUPPLIER shall not sell through the CITY OF LAW Web Store any Product or service that could cause CITY OF LAW to violate any applicable law, statute, ordinance, or regulation of any jurisdiction.

  9. Protection of data provided by the SUPPLIER: The SUPPLIER agrees that CITY OF LAW has no liability to protect any personal data or information provided by the SUPPLIER on the CITY OF LAW website or otherwise in any manner. The SUPPLIER also releases CITY OF LAW of the liability for the security of any of the information provided by the SUPPLIER which may cause wrongful loss or gain to any other third party and CITY OF LAW is not liable to pay any damages or compensation in any form to any person.
  10. Compliance with laws: SUPPLIER shall comply with all applicable laws and regulations regarding the use of the CITY OF LAW website.
  11. System Integrity: SUPPLIER hereby agrees not to tamper in any way with the software or functionality of the CITY OF LAW website. Without limiting the foregoing, the SUPPLIER agrees not to place any computer programs, information or data into the CITY OF LAW website which contains any viruses, Trojan horses, worms, cancel bots or any other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
  12. License: Subject to these Terms, CITY OF LAW hereby grants SUPPLIER a personal, non- transferable, non-exclusive, non-sub-licensable license to use the software and the user interface for viewing and otherwise using the CITY OF LAW website and its services in accordance with these Terms, and for no other purpose. All rights, title and interest in and to the software, user interface and content made available from, on or through the CITY OF LAW website shall belong to CITY OF LAW including all modifications thereof and enhancements thereto. The software and the user interface made available from, on or through the CITY OF LAW website may not be copied, modified or distributed by the SUPPLIER, nor may any derivative works be prepared therefrom. The license granted pursuant to these Terms is solely for internal use by the SUPPLIER and may not be used for any time sharing or service bureau purposes outside of SUPPLIER’s organization. SUPPLIER shall not reverse engineer, decompile, or otherwise translate, in any way, the software and user interface made available from, on or through the CITY OF LAW website. SUPPLIER shall have no right or claim of right to the software or any unique ideas found on the CITY OF LAW website. No ownership rights are granted to SUPPLIER hereunder and no title is transferred hereby.
  13. Relationship: CITY OF LAW and SUPPLIER are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this agreement.
  14. Termination: At its sole discretion, CITY OF LAW may restrict or terminate the SUPPLIER’s usage of CITY OF LAW’s website, products or services or listings, reviews and other content immediately if the SUPPLIER breaches any of these Terms, fails to deliver any products or services ordered and not cancelled to the buyer at the time specified from time to time or if CITY OF LAW is unable to verify or authenticate any information provided by the SUPPLIER. Notice of termination must be provided in accordance with the requirements set forth in Clause 16 within 30 days. SUPPLIER agrees that, upon termination of this Agreement, the SUPPLIER will pay any outstanding amounts owed to CITY OF LAW, if any, in full, and honour all outstanding transactions and pending transactions including the dispatch of any items ordered by the buyer. Any amount not due prior to seven (7) days from the date the Agreement is terminated, shall be due within seven (7) days after termination. SUPPLIER hereby acknowledges and agrees that in the event the SUPPLIER fails to pay any amounts due within seven (7) days after termination of this Agreement, such unpaid amounts shall be deemed “overdue” and interest will accrue on such overdue amounts at a rate of 8% annually. CITY OF LAW may also deactivate the SUPPLIER’s account and/or listing until any amounts are settled and/or products and/or services delivered to the buyer, CITY OF LAW will give notice with regard to the aforesaid termination to the Supplier and the agreement will stand terminated within 1 month of such notice given by CITY OF LAW to the SUPPLIER.
  15. Service of Notice: Any notices request or other communications to be given or made under this Agreement shall be in writing and shall be sent through email at the email address specified below
    • If to CITY OF LAW: [email protected]
    • If to SUPPLIER: at the email address or postal address provided by the Supplier at the time of opening an account with CITY OF LAW through the website.
  16. Governing law and jurisdiction: This Agreement and the relationship between SUPPLIER and CITY OF LAW shall be governed by and construed in accordance with the laws of Cyprus and the Courts of Cyprus shall have exclusive jurisdiction to hear a dispute between SUPLLIER and CITY OF LAW.
  17. Indemnification: Without limiting the generality or effect of any other provisions of this Agreement, as a condition of use, SUPPLIER agrees to indemnify, hold harmless, and defend CITY OF LAW against all costs, expenses, liabilities and damages incurred in connection with any third party claims arising out of:
    • SUPPLIER’s usage hereunder and/or engagement in transactions on the CITY OF LAW website, including, but not limited to, failure of any Products to meet specifications or breach of warranty or failure to deliver any products and/or services ordered and paid for by the buyer,
    • SUPPLIER’s failure to comply with any applicable laws and regulations (including without limitation those regarding the export/import of Products or technology) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services,
    • SUPPLIER’s breach of any of its obligations set forth in the Terms; and
    • Infringement claims asserted against CITY OF LAW based on its use of SUPPLIER’s intellectual and informational property; and
    • SUPPLIER’s agreements or transactions with Third Party Providers.

    SUPPLIER shall not settle any such claim without the written consent of City of Law which such consent shall not be unreasonably withheld

  18. Limitation of liability: In no event shall CITY OF LAW, nor any of its officers, affiliates, directors, shareholders, employees, agents, subcontractors (including without limitation technology providers and suppliers) acting in their capacity of providing services to CITY OF LAW, be liable in any way to the SUPPLIER or to any user or to any third party to the maximum extent permissible by Law, for any direct, indirect, incidental, special, punitive, or consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising, including negligence) out of: the use of the CITY OF LAW website by the SUPPLIER, including, but not limited to, damages resulting from or arising out of SUPPLIER’s reliance on the CITY OF LAW ‘Web Store”, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the CITY OF LAW ‘Web Store”, including without limitation, in respect of:
    • any agreement entered into between the SUPPLIER and any third party (or the negotiations or discussions conducted in anticipation of any such agreement), whether or not such third party is a third party provider as defined in this agreement;
    • the termination or suspension of a SUPPLIER’s account or id and password by CITY OF LAW pursuant to the terms;
    • the failure, or alleged failure, of any product or service purchased or transferred pursuant to the ‘Web Store” to conform to any specifications or terms, whether published on the City of Law Website or not;
    • the breach, or alleged breach, of any warranty, express or implied, relating to any such product, service or shipment; or 
    • any government restrictions, strikes, war, any natural disaster or force majeure, or any other condition beyond CITY OF LAW’s reasonable control.

    CITY OF LAW’s liability to any user or any third party in any circumstances is limited to de-activation of membership and cancellation of orders /products delivery by the SUPPLIER.

  19. Miscellaneous Provisions: The terms of the present agreement shall be read together with the Terms of Website Use which constitute an integral part of the present agreement. A party’s failure to insist upon or enforce strict performance of any provision of any of these terms and of the Terms of Website Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between a SUPPLIER and CITY OF LAW nor trade practice shall act to modify any provision of these terms. If any particular provision of the terms is held to be invalid or unenforceable, such determination shall not affect any other provision of the terms, which shall remain in full force and effect. In addition, if any provision contained in the terms shall for any reason be held to be excessively broad as to activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. These terms may not be assigned or transferred to third parties by SUPPLIER without CITY OF LAW’s prior written permission.
  20. Copyright and trademark notices: The entire contents of the CITY OF LAW Website are copyrighted under applicable copyright laws. The Service Provider or its licensors are the exclusive owners of the copyrights.