1. Introduction.

This Agreement is a legal document which sets out your rights and obligations, and those of Aroxo UK Limited ("Aroxo", "we" or "us"), in relation to this site and the services offered by us through it (collectively, the "Aroxo Service"). You must take the time to read and understand it before registering for the Aroxo Service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Clause 20 below.

2. The Aroxo Service.

People who register for the Aroxo Service establish an "Account", and become "Users".

You must be at least 16 years of age to obtain an Account.

Users of the Aroxo Service can act as:

a. A "Buyer", namely a User who issues a Want-It Note on the Aroxo Service, specifying one or more products or services the User is interested in purchasing; or
b. A "Seller", being a User who responds to a Buyer's Want-It Note by indicating a willingness to sell a product or service to the Buyer (an "Offer").

To avoid doubt, Users can act as both a Buyer and a Seller on the Aroxo Service.

Please note that the Aroxo Service is only to be used by people who are reasonably skilled in web and Internet usage.  Please also note that the Aroxo Service is a trial service.  This means that there may be aspects of the Aroxo Service that are not completely final, that have bugs or may be difficult to use.  Users must take account of this.

Our FAQs and other service documentation available on the Aroxo site provide further information about our service; you should consult them concerning queries or issues you may have about the Aroxo Service. 

We do not guarantee that the standard product information that we make available through the Aroxo Service will be up to date or accurate.

3. Obtaining an Account

You must register for the Aroxo Service using accurate and current information about yourself - including your correct name, address and any other requested details. If you are asked for, and provide, details of a credit, debit or charge card, you must ensure that (a) you are fully entitled to use that card, and (b) it has available funds sufficient to cover the charges which are deducted from it.  You should keep this information updated through your Account.

Where the User is a limited company, partnership or other entity (an "entity"), you undertake that:

a. you are entitled to enter into this Agreement on behalf of the entity,
b. the entity will be bound to this Agreement in the same way as you, and
c. this Agreement will accordingly be enforceable both against you and the entity.

Important: You must ensure that the email address we hold for you is kept up-to-date and that you have full access to it - we will be sending you important messages there. If you change email address, then you must change the address we hold for you on your Account.

4. Transacting on the Aroxo Service

The Aroxo Service is a venue where:

a. Buyers create their Want-It Notes which stipulate an item which they wish to purchase, along with a price;
b. Sellers build a list comprised of "Stock Items" (namely items which they sell, together with their stock availability, condition and description), which is known as their "Stock List". In establishing a Stock List, a Seller is enabled to use any standard product information that Aroxo makes available through the Aroxo Service; the Seller must confirm that the standard product information accurately describes their Stock Item. If it does not, the Seller must use the additional description field to make clear to Buyers any deviation from the standard product information.
c. A Seller can search the Aroxo Service to find Want-It Notes relevant to its Stock List.
d. Having found a relevant Want-It Note, the Seller can use Aroxo to present an Offer to the Buyer. The Offer represents an offer to sell the Buyer the Seller's relevant Stock Item(s).
e. The Buyer then may Accept, Reject or Negotiate on the Offer, and:

1. If the Buyer Accepts the Offer a Transaction is deemed to have occurred and the Seller is contractually bound to sell the Stock Item at the price specified in the Offer. Similarly, the Buyer is contractually bound to purchase the Stock Item, and must make payment of the purchase price by a method that is supported by the Aroxo Service, or (if different) the method specified by the Seller
2. If the Buyer Negotiates the Offer, then it is deemed to have Conditionally Accepted the Offer - not at the Seller's stated Price, but at the Buyer's stated Price (the "Buyer's Price"). The Seller then has an opportunity to Accept, Reject or Counter-Offer the Buyer's Price. If the Seller Accepts the Buyer's Price then a Transaction occurs. Note that the Buyer may not Negotiate with more than one Seller at a time. If the Seller Rejects the Buyer's stated Price, the Buyer is able to Accept or Negotiate with this or any other Seller who has sent an Offer to the Buyer. If the Seller counter-offers against the Buyer's Price, then the Buyer's Conditional Acceptance is deemed to lapse
3. If the Buyer Rejects the Offer, then the Seller is free to make a further Offer, should it wish.  But the Buyer is, of course, entitled to Negotiate with any other Sellers for similar Products.

At the point when an Offer is accepted by the Buyer, or a Negotiation is accepted by the Seller or Buyer to whom it is directed, a "Transaction" occurs.

Want-it Notes, Offers and Negotiations all have defined expiry times in the Aroxo Service.

Both Sellers and Buyers:

a. shall ensure that their Want-It Notes and Offers are accurate, complete, not misleading (whether by inclusion or omission of information) and compliant with all applicable laws and regulations;
b. must be legally able to enter into the Transactions in which they are, or endeavour to be, involved;
c. shall not enter into, or endeavour to enter into, any Transaction relating to any prohibited product or service, as specified our Prohibited list.
d. accept that each Transaction is a binding contract of sale and/or supply; and
e. shall complete the performance of each Transaction in accordance with its terms and prevailing laws.

It is the Seller's obligation to communicate to Buyers all of the contractual terms and conditions which apply under a Transaction, including (without limitation) the information relating to cooling-off periods and other matters that is required under the Consumer Protection (Distance Selling) Regulations 2000, or any equivalent or successor legislation..

Because we make our money by providing access to Buyers for Sellers, Buyers must ensure that their Want-It Notes and other content and communications they issue do not include any information that could (or is intended to) facilitate a Seller to make contact with the Buyer other than through the Aroxo Service.

5. Charges

We don't charge Buyers for their use of the Aroxo Service.  Nor do we, at this time, charge Buyers or Sellers for entering into a Transaction.

However, in order for Sellers to make use of the Aroxo Service they need to purchase "Aroxo Credit" by placing money in their Account.  Aroxo Credit can be purchased through the My Aroxo dashboard, and may be used by a Seller for the sending of Offers, and for any other activity to which we attribute an Aroxo Credit price.  The Seller's Account will be debited by the amount of Aroxo Credit that the Seller spends.  Aroxo Credit is represented in the Aroxo Service as £ or GBP. 

We will make Aroxo Credits available to Sellers promptly after they purchase them.  Sellers who are acting outside their business acknowledge that they have no right to cancel their purchase of Aroxo Credits during the cooling-off period that is provided for certain purchases under the Consumer Protection (Distance Selling) Regulations 2000, or any equivalent or successor legislation.

In the event that any payment due to us from a Seller under this Agreement is not paid at the time we seek payment, then (without prejudice to any other remedies available to us) we will be entitled to:

(i) charge interest on the outstanding amount at the rate of three percent per annum over the then-current base rate of National Westminster Bank Plc from the date payment becomes due until payment in full. This interest will accrue daily; and
(ii) suspend the Seller from viewing Want-It Notes, creating Stock Items, sending Offers, and/or otherwise using the Aroxo Service, pending receipt of all outstanding payments. Upon reinstatement of a Seller's use of the Aroxo Service, we will be entitled to charge you a reinstatement fee that will be notified on the Aroxo site from time to time.

6. Cancellation of Aroxo Credits.

A User who has purchased, but not used, Aroxo Credits can cancel them by notifying us at the relevant email address specified on the Aroxo Service; we will subsequently refund the current value of those Aroxo Credits (minus an administration fee of £10 plus VAT, if VAT is chargeable on the fee) by means of the credit card or other payment method used by the User to purchase some or all of the Aroxo Credits.

If an Account that holds Aroxo Credit has not been involved in a Transaction, or otherwise spent Aroxo Credit, for a period of 180 days, then we may email the User with a warning that the Aroxo Credits will be forfeited unless some of them are spent within a further 90-day period.  If during that 90 days none of the Aroxo Credits in question is spent, then they will be forfeited to us, and will cease to be capable of being spent by or refunded to the User.

If a User has incurred any debt or liability to us, we will be entitled to deduct from the User's Account and set off against that debt or liability the value of any unspent Aroxo Credits in the Account.

7. The Aroxo Service is for UK Buyers and Sellers

The Aroxo Service is targeted towards UK-based Buyers only. Sellers may be based outside the UK, but must make Offers, and enter into Transactions, on the basis that they will deliver the relevant Stock Items to the Buyer in the UK.

8. Intellectual Property

By uploading or including any material (including Want-It Notes and Stock Items) on the Aroxo Service, a User expressly grants:

1. to us a non-exclusive licence (including the right to grant sub-licences) to use, reproduce and distribute that material through the Aroxo Service and any other interactive services through which we or our sub-licensee make the Aroxo Service (or a service based on the Aroxo Service) available; and
2. to other Users (through us, under the licence referred to in a. above), the non-exclusive, personal, non-transferable right to view the relevant material.

You acknowledge that all copyright, trade marks, and other intellectual property rights in and relating to the Aroxo Service (including the material which is contributed by Users) are owned by, or licensed to, us. It is easy to copy material which appears on web-sites, but this does not mean it is legal. Therefore, no-one may copy, distribute, show in public or create any derivative work from the Aroxo Service, or any of the material which is found on the Aroxo Service unless properly licensed to do so by us.

9. Privacy policy.

Our privacy policy forms part of this Agreement, and by entering into this Agreement you also give your consent to the way we handle your personal data under that policy. The privacy policy is linked to from the Aroxo UK homepage (www.aroxo.co.uk).

Given the global nature of the World Wide Web, please note that a posting on the Aroxo Service may be accessible to internet users around the world.

10. Our Role.

Aroxo is not a party to any Transactions, and only provides the technical means, and a venue, for Transactions to be conducted.  We are not the seller or supplier of any of the goods or services referred to in Transactions, and thus do not have any of the legal obligations that may apply to the sellers of those goods or services.

Aroxo has no control over or responsibility for:

a. the quality, safety, or legality of goods or services that are the subject of Transactions
b. the truth or accuracy of Want-It Notes, Stock Items or Offers;
c. whether the Seller can or will supply and pass good title to any goods or services; or
d. whether Buyers can or will pay for them.

Aroxo does not pre-screen Want-It Notes, Stock Items or Offers. Also, Aroxo cannot and does not control the completion or validity of Transactions.  Even though Users are prohibited from doing so, some may provide information, or otherwise behave, in a way that is unreliable, illegal, or in breach of a User's obligations under this Agreement. Therefore, you should exercise no lesser degree of caution in entering into Transactions - whether as a Seller or Buyer - than you would when entering into a similar transaction offline.

As a service to Buyers, we provide them with an Aroxo comment on the quality of the match between their Want-It Note and each Offer they receive from Sellers.  This "Aroxo match" is based on a weighted analysis of the quality of the match between certain elements (notably price, condition and specification) of the Buyer's Want-It Note and the Seller's Offer, respectively.  An Aroxo match does not, however, constitute a recommendation or endorsement (or the opposite) of the Seller or the relevant Stock Item.

To the extent that the law permits, you release Aroxo, its agents and employees from all liability arising out of or in connection with any Want-It Note, Stock Items, Offers or Transaction, including (without limitation) all claims and demands relating to uncompleted or completed Transactions, or goods or services offered for sale or supply, or actually sold or supplied, through or in connection with any Transaction.

11. Misuse.

We reserve the right (a) to suspend or terminate any User's access to the Aroxo Service, or parts of it, and/or (b) to remove from access via the Aroxo Service any material, including Want-It Notes, Stock Items, Feedback, Offers and Transactions, associated with the User or his/her Account, if the relevant User or Account appears to us to be in breach of any provision of this Agreement.

It is each User's obligation to ensure that any Transaction and any material, including Want-It Notes, Feedback, Offers, Stock Items and messages, associated with the User or his/her Account, and the use and exploitation of it under this Agreement:

a. is not defamatory, offensive, or abusive or of an obscene, indecent or menacing nature;
b. is not intended or likely to cause needless annoyance, inconvenience or distress to any person;
c. does not contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
d. does not contravene any applicable law or regulation (including, but not limited to, laws governing consumer protection, distance selling, unfair competition, anti-discrimination, false advertising and privacy);
e. does not breach the rights of any person or entity (including any rights or expectations of privacy);
f. does not advertise any goods or services other than those that are the subject of the relevant Transaction.

If you see or experience anything on the Aroxo Service that appears to infringe the above, we would like you to inform us using the Contact Aroxo option available from the My Aroxo dashboard.

The content of statements posted by Buyers and Sellers must be directly relevant to the subject-matter of the Transaction, and not relate to anything else. For example, such statements must not be used as a means of general communication with one or more other Users and may not be used to advertise or promote anything which is not the subject of the specific Transaction.

In the Aroxo System Users can comment upon the service they have received from other Users in the Transactions they have entered into with them: these comments are referred to as Feedback. You may only provide Feedback ratings on Users to whom you have sold Stock Items or from whom you have bought Stock Items. All such Feedback ratings must be accurate and fair, and otherwise comply with this Agreement.

Each User acknowledges that we are entitled, but not obliged, to withdraw any Want-It Note, Offer or Transaction which appears - based on information received from third parties or other Users - to be in breach of this Agreement.  We also reserve the right to withdraw Want-It Notes, Offers or Stock Items, to close Transactions early, to extend them, or to terminate entire services, where we have other compelling legal or technical reasons to do so (including technical difficulties experienced by Aroxo or on the Internet). Where reasonably practical, we shall provide reasonable advance notice to you of any such steps Aroxo is to take.

12. Contact from third parties.

If anyone contacts us in relation to material, including Want-It Notes and Stock Items, or Transactions associated with you or your Account, or any related activity or communication, associated with you or your Account, then you agree:

a. to provide all reasonable information and assistance we may require in connection with responding to that contact; and
b. to respond promptly and accurately to it, should we pass the message to you for a response.

13. Additional services.

We or our affiliates may offer new or additional services through the Aroxo Service from time to time. Your use of those services may be subject to additional terms and conditions, which you must comply with. Provided that those terms are notified to you on the Aroxo Service in an appropriate manner (as determined by us in our reasonable discretion) when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of this Agreement.

14. Operation of the Aroxo Service

We reserve the right to withdraw or modify one or more aspects of the Aroxo Service, or the entirety of it, where we have legal or commercial reasons to do so. There may also be times when the Aroxo Service becomes inaccessible as a result of technical difficulties experienced by Aroxo or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note, however, that we cannot guarantee continuous access to the Aroxo Service or any of the content that appears on it.

Nevertheless, we will strive to ensure that any periods of planned unavailability, which you will be informed of when you access the Aroxo Service at the relevant time, are kept to a minimum.

For security or other reasons, we may require you to change password or other information which facilitates access to the Aroxo Service; however, we will never ask you for your password via email, telephone, or any other means other than through the www.aroxo.co.uk website.  You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.

15.  Liability.

a. We warrant that the Aroxo Service will be provided with reasonable care and skill with the intention of meeting our specifications for the Aroxo Service, but:

1. as indicated above, note that the Aroxo Service is a trial service, and that aspects of the service that are not completely final, may have bugs or be difficult to use; and
2. we cannot and do not guarantee that the Aroxo Service will meet your requirements, including (without limitation) as to the availability or speed of delivery of any material, including Want-It Notes, Stock Items and Offers.

b. Aroxo shall be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
c. Nothing in this Agreement shall exclude or restrict our liability for death or personal injury resulting from our negligence.
d. Subject always to sub-Clause f. below, Aroxo shall be liable for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, and whether caused by its act or omission or that of its employees, agents or subcontractors. Aroxo's aggregate liability during any successive period of three months, the first of which shall be deemed to begin on the date when you obtain your Account (each a "Quarter"), shall be limited to whichever is the greater of

i. £10 (ten pounds); or
ii. where you are a Seller, the aggregate of the Aroxo Charges spent by you during that Quarter.

e. It is your responsibility to take out insurance against risks which exceed the amounts specified in sub-Clause d. above or which are otherwise excluded from this Agreement.
f. We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:

i. for any loss of revenue, business, anticipated savings or profits, or
ii. for any indirect, special or consequential loss damage, costs or other claims,

howsoever caused or arising, whether through non-supply or late supply of the Aroxo Service or other non-performance of this Agreement or otherwise.
g. Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
h. For the avoidance of doubt, Aroxo will not have liability to you or any other person in respect of material (including Want-It Notes, Offers and Stock Items) contributed by Users, Transactions, or any activity or communication relating to such material or Transactions.
i. The provisions of this Clause 15 shall survive the termination or expiry of this Agreement.

16. Indemnity.

You agree to indemnify Aroxo against all liabilities, claims and expenses that may arise out of or in connection with (a) any breach of this Agreement by you or through your Account, or (b) any Transaction.

17. Suspension.

In addition to the other rights of suspension specified in this Agreement, Aroxo is entitled to suspend provision of all or part the Aroxo Service, or the availability of material (including Want-It Notes and Offers) associated with you or your User Account, at any time if:

a. Aroxo is obliged or advised to comply with an order, instruction or request of the government, regulator, court or other competent authority;
b. Aroxo has cause to believe in its reasonable opinion that you are in breach of any of your obligations under this Agreement; or
c. any payment due to Aroxo hereunder is outstanding after the due date for payment.

The Aroxo Service is a trial service.  Therefore, please note that the Aroxo reserves the right to withdraw the Aroxo Service completely.

18. Assignment.

We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without the written consent of Aroxo assign or dispose of this Agreement or any Transaction, nor subcontract any of your rights and obligations under either of them.

19. Entire Agreement.

This Agreement is intended to contain your entire agreement with us relating to the Aroxo Service; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to the Aroxo Service, except for any fraud or fraudulent representation by either of us.

20. Changes to this Agreement.

Aroxo reserves the right to change this Agreement from time to time, and post the new version on the Aroxo Service. When we do so, we will notify you of the fact that there are changed terms by sending you an Aroxo Alert which you will receive in your My Aroxo dashboard the next time you log in, and the new version of these terms and conditions will take effect, and will govern the Aroxo Service and your relationship with us:

a. commencing seven days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and from that date you must cease to use the Aroxo Service; or
b. immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement of provisions that are already included, in this Agreement.

21. General.

In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. You and Aroxo are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

22. Law.

a. This Agreement and each Transaction shall be governed by English law. Unless otherwise agreed between the Buyer and Seller, every Transaction shall be deemed performed in England and Wales.
b. You and we each submit to the non-exclusive jurisdiction of the English courts in relation to disputes arising in connection with this Agreement or any Transaction.

23. Keeping this Agreement.

We don't separately file the individual Agreements entered into by Users when they register for the Aroxo Service. You can access it at www.aroxo.co.uk.  Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer. It is offered in English only.

24. Contact.

We are Aroxo UK Limited, and our address is 3^rd Floor, Clearwater House, 4-7 Manchester Street, London W1U 3AE. We are a company registered in England and Wales under registration no. 5920795. Our VAT registration number is 918 4471 08. Please note that all communications (including formal notices) under this Agreement are to be sent and received by email. For this purpose, your notices should be sent to Aroxo using the Contact Aroxo feature available from your My Aroxo dashboard and we will send our notices to you at the email address you notify to use when you register as a User, as changed subsequently in your Account details.