Our Terms and Conditions can be found below, please note that if your invoice is factored then the additional terms stated at the bottom of this page will also apply.

  1. What we do. Safi Technologies Ltd (trading as Safi) provides a platform which enables sellers to advertise and sell certain recyclable or recycled materials to buyers.  The terms of any contracts which form as a result of these trades will be detailed further in Purchase Order (PO) and Sales Order (SO) format.
  2. What these terms cover. The following terms and conditions (Terms & Conditions) set out the legally binding agreement under which you use our website at https://safi.co and https://app.safi.co (the Website) and the services provided through the Website. You will be required to read, accept and agree to comply with the Terms & Conditions and all other Terms (as defined below) when visiting our Website or accessing Safi products, services or websites. Safi is provided on an ‘as is’ basis and without warranty or representation. 
  3. Other important terms. For information on how we collect, store and process your personal data, please refer to our Privacy Policy. For information on how we use cookies, please refer to our Cookie Policy. For further information about Acceptable Use, please see our Acceptable Use Policy which applies in addition to our Terms & Conditions, Privacy Policy and Cookie Policy.

All users of Safi products, services or websites are required to accept the Terms. If you do not accept the Terms you MUST stop using Safi products, services and websites immediately and must not register an account (becoming a Member).

These Terms & Conditions were last updated on 01/11/2023

  1. DEFINITIONS:

Authorised User:  those employees, agents and independent contractors of a Seller or Buyer who are authorised by the Seller or Buyer (as applicable) to use the Services, whether or not accessing the Service from one account of from multiple lined accounts.

Bid: an offer in the platform by the Buyer to the Seller to purchase a specified tonnage of Material(s) at a specified price. 

Business Days: a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business.

Buyer(s): a registered Member who wishes to buy Material(s) available from a Seller through Safi, subject to the Terms.

Fees: the Fees specified on Safi.

Acceptable Use Policy: the policy at https://safi.co/acceptable-use

Cookie Policy: the policy at https://safi.co/cookie-policy

Agreed Transaction: the acceptance by the Seller of a Bid for Material(s) from the Buyer at a specified price and tonnage, where the parties have agreed the Handover Schedule in all material respects. 

Composition Data: composition data relating to the quality of the materials which the Seller has produced at a specific point in time. Composition Data may include data which Seller accesses through Safi and/or data generated by Seller or by a third party on behalf of Seller.

Costs: losses, damages, costs (including reasonable legal costs) and expenses (including taxation) in each case of any nature whatsoever.

Credit check: a credit check carried out by a third party agency. 

End Destination: Where the material is going for final processing and will be recycled 

Handover Date:  the handover date(s) for the Material(s) as agreed by the Seller and Buyer in the Handover Schedule.

Fee Avoidance: any act or omission of a Buyer or Seller aimed at avoiding the payment of Fees, the Price or any fees to Safi. This includes, but is not limited to, any steps taken to direct Members to alternative sites or directly communicating with another Member(s) for the purpose of completing a transaction without Safi. 

Handover Schedule: an agreement between Buyer and Seller to confirm the agreed timeline for handover of the Materials; and details of whether the handover will occur in stages or not. 

Incoterm: means the relevant Incoterm, based on the Incoterms 2020, which apply to any Sale. 

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Output Availability Period:  the time period during which the Seller will make the Material(s) available for delivery by a Buyer, as specified in the sale information which the Seller uploads to Safi as part of listing Materials for sale by auction.

Material(s): material(s) including, but not limited to recyclable or recycled materials.

Member(s): any individual who registers to use Safi on behalf of a business as a Seller or Buyer. Members log in to access Safi, upload information as a Seller about Material(s) they wish to sell to Buyers or search for Material(s) as a Buyer.

Price: the final price which the Seller and Buyer agree to in relation to the Buyer’s purchase of Materials from the Seller (including VAT).

Privacy Policy: the policy at https://safi.co/privacy-policy

Seller(s): a registered Member who offer to sell Material(s) at auction to potential Buyers through Safi subject to the Terms. 

Service(s): the services provided on Safi including the facilitation of business-to-business auctions and sales of Material(s).

Terms: these Terms & Conditions, the Privacy Policy, the Cookies Policy, the Acceptable Use Policy and any other terms provided to you by Safi from time to time.

User(s): anyone who uses Safi who is not a Member.

VAT: value added tax.

  1. INFORMATION ABOUT US AND HOW TO CONTACT US
  1. Who we are. We are the creators of Safi and operate under the company name Safi Technologies Limited (trading as Safi), a company registered in England and Wales with company number 13505454 and whose registered office is at Safi Wework, 8 Devonshire Square, London, England, EC2M 4YJ (Safi/we/us/our).
  2. How to contact us. If you have any questions or issues, you can contact us by email at support@safi.co  or by writing to us at the address noted above in paragraph 3.1.
  3. How we may contact you. If we have to contact you, we will do so by writing to you at the email/postal address that you have provided to us, or telephoning you on the number that you have provided to us.
  1. SAFI AND BECOMING A MEMBER 
  1. Safi. Safi offers a number of services, the details of which are set out on Safi and in the Terms. To fully enjoy the services available on Safi you must register as a Member.  Subject to compliance with the Terms, you and any of your Authorised Users are granted, during the term of this Agreement, a non-transferable, non-exclusive, non-sublicensable licence to use Safi for your personal use. You understand that your use of Safi and the Services does not confer on you or your Authorised Users any Intellectual Property Rights held by Safi and/or its licensors. You are merely given a licence to use Safi provided by Safi, in accordance with the Terms.
  2. Safi is available to businesses only. You can be a User of Safi and look at the public content available. You should not use Safi for any harmful, malicious, disruptive or unlawful purpose. You agree that you will act in compliance with any instructions that we provide to you from time to time. To be able to use any features of Safi, you must register as a Member. Membership is only available to business Users.  If you are not operating a business, you must not register as a Member. To register as a Member, you must:
  1. complete any verification processes that we require;
  2. warrant that you have all necessary permissions and authority to bind the business, company or entity which you represent and that you are entitled to give us the licences and permission required under the Terms; and
  3. ensure that you have all relevant rights, licences and/or approvals in relation to any Material(s), material or content you post or make available for purchase on Safi.

Safi may reject an application to join as a Member at its sole and absolute discretion without reason.

  1. Authorised Users.  In relation to the Authorised Users, each Seller and/or Buyer undertakes that:
  1. each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed regularly and that each Authorised User shall keep their password confidential; 
  2. it shall maintain a record of current Authorised Users and provide such list to Safi within 5 Business Days of Safi’s written request; and
  3. it will ensure that the Authorised Users use the Services in accordance with the Agreement and shall be responsible for any breach of the Agreement caused or contributed to by any acts or omissions on the part of any Authorised User.
  1. Own risk. You use Safi at your own risk and are solely responsible for your interactions with Members and how you use any information obtained in connection with Safi.
  2. Provided on an “as is” basis. The Safi is provided on an “as is” basis and we disclaim to the fullest extent permitted by law all warranties, express or implied, statutory or otherwise. Specifically, we make no representations, warranties or guarantees:
  1. about the accuracy, reliability, completeness, correctness or timeliness of Safi or communications provided on or through the use of Safi; and
  2. that Safi will be uninterrupted, or free of errors, viruses, or other harmful components.
  1. Availability of Safi. Access to Safi is provided on a temporary basis. We may discontinue or make changes to Safi at any time. We do not guarantee that Safi will be available at all times and on an uninterrupted basis and we will not be liable to any User or Member for any Costs that they suffer or incur as a result of Safi being unavailable at any time or for any period.
  2. Member registration & password.  You agree that the information you provide to us upon registration as a Member, and at all other times, will be true, accurate, current and complete. Please update your account or contact us if any of your information needs to be updated.
  3. Password.  When you register for Safi you will be asked to create a password for your Member account.  You are solely responsible for maintaining the confidentiality of your Member account and password and any payment information submitted thereunder, and for restricting access to your computer or any device on which you use Safi.  Your Member account is intended for your sole use.  You agree to accept responsibility for all activities that occur under your Member account.  If you have reason to believe that your account is no longer secure (for example, in the event of loss, theft or unauthorised disclosure) you are required to immediately notify us. You may be liable for the Costs incurred by us or others due to any unauthorised use of your account.  Safi  will, under no circumstances, be liable for any loss or damage arising from your failure to keep your Member account secure.
  4. How you will use Safi. When using Safi, you will:
  1. comply with the Terms at all times;
  2. comply with all applicable laws or regulations at all times;
  3. not do anything to interfere with, or disrupt, Safi or servers or networks connected to Safi;
  4. not post any threatening, abusive, defamatory, obscene, inappropriate or indecent material, or material that is invasive of another’s privacy;
  5. not share or otherwise upload or communicate any misleading or false information or messages of any kind;
  6. not use Safi to intentionally deceive other Members or Users;
  7. not use Safi to stalk or otherwise harass any Member;
  8. not circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in connection with Safi;
  9. not use any robot, spider, scraper or other automated means to access Safi;
  10. not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or solicit personal information from anyone;
  11. not bypass security measures used to prevent or restrict access to Safi;
  12. not harvest or collect email addresses or other contact information of Users or Members by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  13. not advertise or offer to sell or buy any goods or services (other than Material(s) for sale) for any business purpose on Safi;
  14. not further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  15. not obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided through Safi;
  16. not access, store, distribute or transmit any viruses during the course of your use of Safi;
  17. not distribute any material on Safi that is unlawful harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  18. not attempt to gain unauthorised access to Safi or any computer systems or networks connected to Safi through hacking, phishing, password mining or any other means to interfere or attempt to interfere with Safi;
  19. not infringe the Intellectual Property Rights of Safi or any third party;
  20. not sell any counterfeit Material(s);
  21. not archive, reproduce, distribute, modify, display, perform, publish, licence, create derivative works from, or use content and information contained on or obtained from or through Safi;
  22. not reverse engineer, decompile, disassemble or otherwise attempt to discover any source code connection with Safi; and
  23. not modify, adapt, translate or create derivative works based upon Safi.
  1. Interactions with Members. You agree that you are solely responsible for your interactions with any other Member in connection with Safi and that Safi will have no liability or responsibility with respect to any interactions that you have with other Members. Safi reserves the right, but has no obligation, to become involved in any way with disputes between you and any other Member of Safi.
  2. Disabling Access.  We may, without liability, disable your Member account and/or your access to Safi if you are in breach of the Terms or we have reasonable grounds to suspect that you are in breach of the Terms.
  1. OUR RIGHTS TO MAKE CHANGES
  1. Minor changes to Safi. We may make minor changes to Safi or the Terms without notifying you. These may include changes required to:
  1. reflect changes in relevant laws and regulatory requirements;
  2. change the methods of payment that we accept;
  3. add or remove features of Safi; or
  4. implement minor technical adjustments and improvements, for example to address a security threat.

These changes should not affect your use of Safi.

  1. More significant changes to Safi. If we may make any significant changes to Safi or the Terms, we will notify you in writing.  If you do not want to accept these changes then, provided you have fulfilled all your obligations to other Members, then you may terminate your Member account.
  1. SELLING ON SAFI
  1. Intermediary Role. Safi acts as an intermediary between a Seller and a Buyer, once a transaction has been entered into between that Seller and Buyer.  Safi is not responsible for the acts or omissions of either the Seller or the Buyer.
  2. Safi connects Sellers and Buyers. To facilitate the buying or selling of Material(s), Safi  will:
  1. enable the Seller to upload details of: (i) the Material(s) which are for sale; (ii) the proposed Output Availability Period; (iii) and details of which Incoterms may apply to any Agreed Transaction;
  2. enable the Seller to upload a photo of the Materials;
  3. allow Sellers to use Safi to list their Material(s) for sale to Buyers; and
  4. allow Buyers to use Safi to bid for and buy Material(s) from Sellers.
  1. Seller appoints Safi as agent. The Seller appoints Safi as agent to carry out the following tasks:
  1. publish details of the Material(s) the Seller wishes to sell through Safi. The Seller will be responsible for all of the content listed in connection with the Material(s). Safi  will have the right to modify or remove any photographs of any Material(s), at its complete discretion;
  2. accept the order from the Buyer in the name of, and on behalf of, the Seller;
  3. receive the money from the Buyer for the Material(s);
  4. receive and process any refunds; and
  5. after deducting the Fees and any other amounts payable to Safi , transfer the money from the Buyer to the Seller.
  1. Seller Representation and Warranties. As a Seller you represent and warrant that: 
  1. you are the sole owner of the Material(s) or have the right to provide the Materials(s) to the relevant Buyer through Safi and can provide evidence of this if requested by Safi;
  2. the Material(s) corresponds with all the information you have provided when you listed the Material(s);
  3. you own the copyright in any photographs that you upload to Safi or you have permission from the copyright owner to upload the photograph(s) to Safi;
  4. any photographs that you upload are true and accurate images of the specific Material(s) listed for sale;
  5. you will regularly check and monitor your Member account, particularly when you have any Material(s) listed for sale;
  6. you will not provide any Material(s)(s) that are defective (meaning they are materially different in type and quality from those advertised for sale by the Seller);
  7. you will not list any counterfeit Material(s)(s) or stolen Material(s)(s);
  8. you are solely responsible for any obligations you may have to collect any applicable taxes and make any required reporting to tax authorities including but not limited determining the applicability of VAT;
  9. you will not send unsolicited publicity or commercial content via Safi;
  10. you will not attempt to complete a transaction outside Safi for the purpose of Fee Avoidance.
  1. Selling on Safi. Once Material has been listed for sale on Safi, the Seller acknowledges and agrees that:
  1. by selling Material(s) on Safi it is entering into a binding contract with Safi and the Buyer;
  2. it will abide by all applicable laws and the Terms;
  3. the seller will not sell the material to another buyer offline while a listing is still active on Safi;
  4. it will not attempt to approach Buyers outside of Safi for the purpose of Fee Avoidance;
  5. Safi will not be liable to the Seller for any Costs that are suffered or incurred by the Seller due to the acts or omissions of the Buyer; and
  6. the Seller will indemnify and hold harmless the Buyer and Safi for any Costs that are suffered or incurred by the Buyer or Safi as a result of the Seller’s breach of paragraph 6.5.
  1. Obligations of Seller. Once the Seller and a Buyer agree to an Agreed Transaction, Seller will:
  1. package the Material(s) with due skill, care and attention, using quality protective materials and a quality, ready for delivery/collection in accordance with the Handover Schedule;
  2. make the Material(s) available for delivery/collection in accordance with the Handover Schedule and at the correct time;
  3. Ensure they have at least minimum payload available at each loading else they will be charged for portion of transportation fees;
  4. Load materials within agreed timescales of truck arriving on site to collect material, else be charged delay fees;
  5. Ensure to the best of their ability to have the material produced for the buyer and not cancel the transaction as the agreement is binding
  1. Payments to the Seller. The Seller will provide Safi with its payment details (e.g. bank account) to enable Safi  to make any payments due to the Seller. These details must correspond with the Member details (e.g., names and addresses must match). The Seller may be asked to provide proof that it is the sole account holder.  No amounts will be payable in respect of any Material(s) that are listed or sold in breach of the Terms.  If Material(s) are returned due to material faults or fundamental misdescription and payment has already been made by Safi to the Seller in respect of that Material(s), then the Seller will reimburse Safi for that payment as discussed in PO/SO procedures as soon as reasonably practicable following Safi ’s request that it does so.
  2. Debt recovery.  Buyer is required to pay the Price for the Materials under an Agreed Transaction  (or, where applicable, a Secondary Sale) in accordance with paragraph 7.9 and 7.10 below.  If Buyer fails to do this, Safi will use commercial endeavours and debt recovery agents as required, to recover the debt from the Buyer.
  1. BIDDING FOR AND BUYING MATERIALS ON THE SAFI PLATFORM
  1. Intermediary role.  Safi acts as an intermediary between a Seller and a Buyer, once a transaction has been entered into between with Seller and Buyer it shall be binding. Safi may choose not to be part of the transaction if described in the PO and SO of the transaction. Safi is not responsible for the acts or omissions of either the Seller or the Buyer.
  2. Credit checks.  Each Buyer agrees that Safi may check a potential Buyer’s credit score by running a Credit Check and that the results of the Credit Check will be published on Safi, visible to potential Sellers.  Safi may suspend or cancel a potential Buyer’s access to Safi if it has concerns about a potential Buyer’s credit standing.  Each Seller acknowledges and accepts that any Buyer Credit Check information posted on Safi is provided for information only and that Safi accepts no liability for the Seller’s reliance on any such information.  All credit checks are done on a soft search basis and will not affect a Buyer’s credit score.
  3. All warranties are excluded. Each Seller sells the Material(s) ‘as is’, on the basis of the descriptions provided by the Seller when it lists that Material(s) for sale.  To the extent permitted by law, each Seller excludes all implied terms as to quality and fitness for purpose to the fullest extent possible.
  4. Composition Data. Some Sellers may present Composition Data information in connection with listing Materials for sale.  Each Buyer confirms that it understands that any such Composition Data is a snapshot of a Seller’s performance at a particular point in time and it does not guarantee the quality of any Material(s) offered for sale or the future performance of the Seller.
  5. Buyer bid information.  Each Buyer acknowledges and accepts that in placing a bid, its identity, its bid price and requested tonnage, will be made available to the Seller on Safi.  All of this information, except for the identity of the Buyer, will also be visible to other potential Buyers who have placed bids in the relevant auction on Safi.
  6. Placing Bids and Agreed Transactions. Buyers may place a bid offering to purchase a specific tonnage of Material(s) from a Seller at a specific price and specifying which of Seller’s proposed Incoterms it is willing to use for any purchase (“Bid”). The Buyer may change (e.g. increase the bid price or tonnage of Material(s). A buyer must tell Safi the exact end destination for materials and provide the required licences for that site, a buyer cannot change end destination without separate agreement with Safi. A binding Agreed Transaction  is agreed once the Seller and the Buyer agree: (i)the final tonnage of Materials to be purchased by the Buyer; (ii) the Incoterm which will apply; (iii) the final Price for the Materials; and (iv) the Handover Schedule.
  7. Handover Schedule. As part of the auction process, the Seller will propose a Handover Schedule to a potential Buyer as part of the auction completion process.  The Seller is not required to provide all potential Buyers with a Handover Schedule.  On receipt of a Handover Schedule, a potential Buyer may accept or request an amendment to the Handover Schedule.  If the potential Buyer requests an amendment to the Handover Schedule, the Seller may determine if it wishes to accept the revised Handover Schedule, reject the revised Handover Schedule, or propose an alternative Handover Schedule.  An Agreed Transaction is formed once Buyer and Seller agree the terms of the Handover Schedule, in addition to the other key terms detailed in paragraph 7.6, above.  Once the parties have an Agreed Transaction, changes can be agreed by mutual consent, in writing, with the required party.
  8. Secondary Sale.  If an Agreed Transaction between a Buyer and a Seller is not able to be completed, the parties may opt to relist the Materials for sale on Safi again or to offer these to another bidder.  Any sale resulting from these actions shall also be governed by this Agreement as if the sale were an “Agreed Transaction”.
  9. Bidding for and buying from a Seller on Safi. In bidding for and buying Material(s) from a Seller, the Buyer acknowledges and agrees that:
  1. it is responsible for reading the full item listing before making a bid;
  2. in placing a bid, it is agreeing to enter into a legally binding contract to purchase Material(s) from a Seller if the Seller accepts the bid;
  3. once an Agreed Transaction is agreed, it is entering into a separate contract with the Buyer, which forms a binding agreement between Seller and Buyer;
  4. it will abide by all applicable law and the Terms;
  5. it will not attempt to buy from Sellers outside of Safi for the purpose of Fee Avoidance;
  6. Safi will not be liable to the Buyer for any Costs that are suffered or incurred by the Buyer due to the acts or omissions of the Seller or delays in the shipping of Material(s); and
  7. the Buyer will indemnify and hold harmless the Seller and Safi for any Costs that are suffered or incurred by the Seller or Safi  as a result of the Buyer’s breach of paragraph (d) or (e) above.
  1. Payment. Acting as agent for the Seller, once an Agreed Transaction  is agreed, Safi will issue an invoice to Buyer for the Price.  Buyer shall pay the invoice in full within 30 days,( or as otherwise stipulated by Safi on Safi) of the date of the invoice. Buyer acknowledges and accepts that Safi will deduct the Fees from the Price, before then distributing the remaining money to the Seller.
  2. Late Payments.  If the Buyer fails to make a payment due by the due date, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this paragraph will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  3. Delivery. Once an Agreed Transaction is agreed, the Materials will be made available for collection or delivered, in accordance with the Handover Schedule.
  4. Risk and Title.  Title to the Material(s) will pass on the latest to occur of (i) full payment being made by the Buyer for the Material(s) or (ii) the time specified in the relevant Incoterm in the Handover Schedule for the Agreed Transaction. Risk in the Material(s) will pass to the Buyer in accordance with the Incoterm specified in the Handover Schedule for the Agreed Transaction.
  5. Export compliance. The Buyer and Seller are each responsible for understanding and complying with any applicable export laws, regulations, and rules, including (without limitation) obtaining any required licences, consents or permissions required in connection with the sale or purchase of Materials.
  6. No Returns and Refunds. Each Buyer acknowledges and accepts that all Agreed Transactions are final and no refunds will be made or returns permitted.
  7. Faulty or misdescribed.  If you believe that the Material(s) you have purchased is faulty or misdescribed you may be entitled to a refund (including any costs of returning the Material(s)). In this scenario, please contact Safi at support@safi.co so that we can investigate it.  Safi will take reasonable steps to investigate any concerns which a Buyer has about potentially faulty or misdescribed Materials.
  1. CONTENT, POSTING AND CONDUCT
  1. Content you upload. You acknowledge and agree that any content you submit for inclusion on Safi will be accessible by other Users and Members. Subject to the terms of the Privacy Policy, there is no confidentiality or privacy with respect to this content, including, without limitation, any personally identifying information that you may make available. In respect of any content that you upload:
  1. you acknowledge and accept that you are entirely responsible for any content that you upload onto Safi;
  2. you warrant that you have all necessary rights in the content that you upload on Safi, and that any publication of that content will not infringe the rights of any third parties (including Intellectual Property Rights), and you acknowledge that we may disclose your identity to any third parties who claim that any content uploaded by you infringes their Intellectual Property Rights;
  3. you will only upload true, accurate and un-enhanced photographs of the Material(s) and you guarantee you hold all of the applicable rights and consents (and Safi may remove any photos that it considers: may have been tampered with; are of lower than acceptable quality; or are unfit for the purpose of accurately displaying the Material(s));
  4. you understand that the content you upload will not be constantly monitored by Safi, however, if we do find that the content you upload does not comply with the Terms, we have complete discretion to remove that content;
  5. you retain all Intellectual Property Rights in and to your own content. By uploading your content on to Safi you hereby grant to Safi a worldwide, perpetual, non-exclusive, royalty-free and transferable right to modify, compile, combine with other content, copy, record, synchronise, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your content (including photographs) for any purpose whatsoever;
  6. any reliance you place on any content posted by Members is at your own risk, and Safi  will not be responsible for any loss or damage that you suffer or incur as a result; and
  7. Material(s) that you list for sale on Safi may be shared publicly by Safi in both online and offline advertisements, in emails and on websites and applications.

You hereby indemnify and hold harmless Safi for any Costs that are suffered or incurred by Safi as a result of the you breach of this paragraph 8.1.

  1. Posting on Safi.  You must not post any unlawful material, phishing links, advertisements, pornography, any material which has the purpose of harming or attempting to harm minors in any way or other suspicious links on Safi. You agree that you will not infringe any Intellectual Property Rights of any other person. Spamming or any other type of disruptive and annoying chat behaviour is strictly prohibited. Any bullying, insulting, or humiliating behaviour is not tolerated.  Racism, sexism and similar offensive behaviour is also not permitted.  Failure to abide by any of these usage rules may result in you having content that you have uploaded removed or the suspension or termination of your account and you hereby indemnify and hold harmless Safi  for any Costs that are suffered or incurred by Safi  as a result of your breach of this paragraph 8.2.
  2. No monitoring or moderation. Safi does not monitor or moderate any content posted on Safi. Please contact us at support@safi.co if you have concerns about any content posted on Safi. We are not liable to Members for any Costs that are suffered or incurred by Members as a result of their use of Safi.
  1. INTELLECTUAL PROPERTY

Safi is the owner or the licensee of all Intellectual Property Rights in, or used in connection with, Safi. All rights are reserved. You have no Intellectual Property Rights arising out of your use of Safi and you may not use any material on Safi except as in accordance with the Terms. It is your responsibility to ensure you have all necessary rights and licences in the Material(s) and the content that you upload to Safi.

  1. OUR RIGHTS TO END THE CONTRACT
  1. We may end the contract if you breach the Terms.  If we reasonably believe that you have breached the Terms, we may immediately terminate our contract with you upon written notice and may immediately cease to provide you with access to Safi.
  2. We may withdraw Safi. We may write to you to let you know that we are going to stop providing Safi, for reasons other than your breach of the Terms. Without prejudice to paragraph 10.1, we will let you know at least one month in advance of stopping the provision of Safi.
  1. LIABILITY 
  1. Your liability to Safi.  You agree to indemnify and hold harmless Safi, and its licensees and licensors, and their employees, contractors, agents, offices and directors from and against any Costs that are suffered or incurred as a result of: (a) the use and access to Safi, by you or any person using your account and password; (b) a breach of the Terms; or (c) any threatened legal proceedings or claims issued against Safi in connection with your use of Safi. Please note that your liability could be significantly greater than any amounts that you have paid in connection with your use of Safi.
  2. No unlawful exclusions. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence and for fraud or fraudulent misrepresentation.
  3. No liability for viruses, etc. To the extent permitted by law, and subject to clause 11.2 above, we will not be liable for any Costs that are suffered as a result of a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.
  4. Exclusion of liability. Safi:
  1. excludes all implied conditions, warranties, representations or other terms that may apply to our Services and our Website or any content on it;
  2. will not be liable to you for:
  1. any loss of profits, revenue, use, sales, contracts, business, anticipated savings, goodwill or reputation, or loss or corruption of, or damage to, data, or business interruption, which arises under or in connection with the Terms or the use of, or inability to use, Safi or its content; or
  2. any Costs, or any indirect or consequential loss or damage of any kind whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise even if foreseeable, that arise under or in connection with the Terms or the use of, or inability to use, Safi or its content; and
  1. subject to paragraphs 11.2 and 11.4.1 and 11.4.2, our liability to you for any Costs that arise as a result of your use of Safi and any content displayed on it will not exceed the lesser of any Fees that Safi has received from you since you became a Member, or £250.
  1. HOW WE MAY USE YOUR PERSONAL INFORMATION  

In accordance with the Privacy Policy. We will only use your personal information to fulfil our obligations under the Terms and as set out in our Privacy Policy.

  1. OTHER IMPORTANT THINGS YOU SHOULD KNOW
  1. Links to third party websites. Safi may contain links to third party websites or services which are not owned or controlled by Safi. We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party websites or services.  We do not warrant the offerings of any of these entities or their websites.  You acknowledge and agree that Safi  will not be responsible or liable, directly or indirectly, for any Costs suffered or incurred by or in connection with use of or reliance on any such content, goods or services available on or through any such third party websites or services.  We strongly advise you to read the terms and conditions and privacy policies or any third party websites or services that you visit.
  2. No agency, etc. Nothing in the Terms creates any agency, partnership, joint venture, employment or franchisee relationship between you and us.
  3. Severance. If a court finds part of the Terms illegal, the remaining Terms will continue in full force and effect.
  4. No third party rights. A person who is not a party to the Terms will have no right to enforce any of them.
  5. Delay. If we delay in enforcing the Terms, we can still enforce them later. We are not responsible for any delay in performing or a failure to perform our obligations under the Terms if that delay or failure is due to events or circumstances beyond our reasonable control.
  6. Governing law and jurisdiction. The Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to all claims and proceedings.

Additional Terms if the invoice has been factored:

1. Retention of Title Provision

1.1 The following agreed retention of title serves to secure all respectively existing current and future claims of the Seller against the Buyer arising from the Sale Contract (“Secured Claims”).

1.2 The Goods shall remain the property of the Seller until full payment of all Secured Claims. The Goods as well as the goods replacing them in accordance with the following provisions shall hereinafter be referred to as “Reserved Goods”.

1.3 The Buyer shall store the Reserved Goods free of charge for the Seller.

1.4 The Buyer shall be entitled to process and sell the Reserved Goods in the ordinary course of business until such time as the Realisation Event occurs. Pledges and transfers of ownership by way of security are not permitted.

1.5 If the Reserved Goods are processed by the Buyer, it is agreed that the processing shall be carried out in the name and for the account of the Seller as manufacturer and that the Seller shall acquire direct ownership or – if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the goods subject to retention of title – co-ownership of the newly created item in the ratio of the value of the Reserved Goods to the value of the newly created item. In the event that no such acquisition of ownership should occur on the part of the Seller, the Buyer shall already now transfer its future ownership or – in the above ratio – co-ownership of the newly created item to the Seller as security. If the Reserved Goods are combined or inseparably mixed with other items to form a uniform item and if one of the items is to be regarded as the main item, so that the Seller or the Buyer acquires sole ownership, the party to whom the main item belongs shall transfer to the other party pro rata co-ownership of the uniform item in the ratio specified in this Clause 1.5.

1.6 In the event of resale of the Reserved Goods, the Buyer hereby assigns to the Seller by way of security the claim against the purchaser arising there from – in the event of co-ownership of the Seller in the reserved goods, in proportion to the co-ownership share. The same shall apply to other claims which replace the Reserved Goods or otherwise arise with regard to the Reserved Goods, such as insurance claims or claims in tort in the event of loss or destruction. The Seller authorises the Buyer subject to revocation to collect the claims assigned to the Seller in its own name. The Seller may revoke this collection authorisation only if the Realisation Event occurs.

1.7 If third parties seize the Reserved Goods, in particular by way of attachment, the Buyer shall immediately notify them of the Seller's ownership and inform the Seller thereof in order to enable the Seller to enforce its ownership rights. If the third party is not in a position to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable to the Seller for such costs.

1.8 The Seller shall release the Reserved Goods as well as the items or claims replacing them insofar as their value exceeds the amount of the Secured Claims by more than 50%. The choice of the items to be released thereafter shall lie with the Seller.

1.9 If the Seller withdraws from the Sale Contract in the event of a breach of the Sale Contract by the Buyer – in particular default of payment – (“Realisation Event”) the Seller shall be entitled to demand the return of the Retained Goods.

2. Processing of Personal Data in connection with Transaction Based Lending Payment Option

2.1 Processing Details and Legal Bases:

When the transaction based lending payment option offered by MIR Lux Capital S.à r.l., (“MIR Lux”) is used, the Marketplace will share certain personal data with MIR Lux, including names, email, physical address, phone number as well as other relevant contact details of representatives and other employees of the Seller and the Buyer. When buyers opt for the transaction based lending payment option, the underlying payment claims will be assigned to MIR Lux. MIR Lux processes such personal data in connection with providing the transaction based lending payment option as an independent controller, including for the purpose of (i) collecting and enforcing payment claims based on its connected legitimate interests pursuant to Art. 6(1)(f) GDPR, and (ii) carrying out KYC checks based on its statutory obligations to carry out identity checks pursuant to Art. 6(1)(c) GDPR as well as based on its legitimate interests pursuant to Art. 6(1)(f) GDPR. MIR Lux has further engaged Finmid GmbH (“Finmid”) with the collection of payment claims. For such purpose, the data categories as specified above will also be shared with Finmid. Finmid will process such data in order to provide its collection services to MIR Lux based on its legitimate interests pursuant to Art. 6(1)(f) GDPR based on its interest to fulfill its contractual obligations towards MIR Lux as an independent controller.

2.2 Name and Contact Details of MIR Lux and Finmid:

● MIR Lux Capital S.à r.l., 16, rue Eugène Ruppert, L-2453, Luxembourg, Grand-Duché de Luxembourg, to the attention of the Managing Directors Federico Papandrea and Agnieszka Szczepankiewicz

● Finmid GmbH, c/o WeWork, Stresemannstraße 123, 10963 Berlin, legalnotice@finmid.com

2.3 Duration of Processing: MIR Lux and Finmid process and store the personal data only as long as they are needed in connection with a lawful purpose. Both then erase the personal data immediately, unless they still need these data until expiry of the statutory period of limitation for purposes of evidence in civil claims or due to statutory duties of storage in accordance to Art. 6 (1) (c) and (f) DSGVO.

2.4 Transmission of personal data to third countries:

● Some service provider are partly located in so-called third countries (outside the European Union or the European Economic Area) or process personal data there, i.e. countries whose level of data protection does not correspond to that of the European Union. MIR Lux and Finmid may transfer the personal data to such third countries. Where this is the case and the European Commission has not issued an adequacy decision (Art. 45 GDPR) for these countries, MIR Lux and Finmid have taken appropriate precautions to ensure an adequate level of data protection for any data transfers. These include, among others, the standard contractual clauses of the European Union or binding internal data protection regulations. Where this is not possible, MIR Lux and Finmid base the transfer of personal data on exceptions to Art. 49 GDPR in particular the data subject’s expressed consent or the necessity of the transfer for the performance of the contract or for the implementation of pre-contractual measures.

● If a third country transfer is provided for and there is no adequacy decision or suitable guarantees, it is possible and there is a risk that authorities in the respective third country (e.g. intelligence services) may gain access to the transferred data in order to collect and analyze it, and that enforceability of the personal data subject rights cannot be guaranteed.

2.5 Data Subjects Rights:

● Each data subject is entitled to withdraw its consent (Art. 6 (1) (a) GDPR), to object to the processing of its personal data (Art. 21 GDPR), to information about its personal data processed (Art. 15 GDPR), to rectify its personal data stored that is incorrect (Art. 16 GDPR), to erasure of its personal data (Art. 17 GDPR), to restrict the processing of its personal data (Art. 18 GDPR), to data portability of its personal data (Art. 20 GDPR) and to lodge a complaint with a supervisory authority (Art. 77 GDPR).

● Each data subject also has the right to object to the processing of its personal data where MIR Lux or Finmid are relying on a legitimate interests (Art. 6 (1) (f) GDPR) and there is something about the particular situation which makes the respective data subject want to object to processing on this ground as the data subject feels it impacts its fundamental rights and freedoms. If applicable, the data subject also has the right to object where MIR Lux and Finmid are processing its personal data for direct marketing purposes. In some cases, MIR Lux and Finmid may demonstrate that they have compelling legitimate reasons to process the respective information which overrides the data subject’s rights and freedoms. To exercise the data subject rights described here, the data subject can contact MIR Lux and Finmid at any time using the contact details above.