1. General
These terms and conditions of use (hereinafter “T&Cs”) apply when you as a registered customer (hereinafter “Customer”, “you” or “your”) use the Machineric Platform accessible at www.machineric.com and via mobile application (hereinafter “Machineric Platform”) offered by Machineric Solutions OÜ (a company incorporated under Estonian law, whose registered office is at Toompuiestee 30, Tallinn 10149, Estonia, registry code 16094960) (hereinafter “Machineric”, “we”, “us” or “our”). You may contact us by e-mail at info@machineric.com.
The purpose of these T&Cs is to define the terms and conditions according to which Machineric enables the Customers to upload machine data and manage cross-platform machine sales process, as well as use the marketing tools (offer creation, QR stickers, e-mail marketing, social media integrations) offered by Machineric (hereinafter “Services”) and other terms and conditions applicable to the browsing of the Machineric Platform. Machineric is not a party in the transactions between the Customers and buyers of machinery.
By using the Machineric Platform, including Services, browsing the Machineric Platform and/or registering as a Customer on Machineric Platform, the Customer warrants that: (i) it has the legal capacity to use the Services; (ii) it has the power to enter into a binding contract with us and is in no way prohibited from doing so under any applicable laws, (iii) it is the rightful holder of and has the full authority to grant us any rights it is required to grant us under these T&Cs or that are necessary for the provision of the Services, and (iv) it will use, and the Users (defined below) registered by the Customer will use their Machineric Accounts in accordance with these T&Cs and applicable legal and/or regulatory provisions.
Machineric reserves the right to amend or update these T&Cs unilaterally at any time if it has reasonable grounds for such amendment or update (e.g. changes in applicable legislation, Machineric’s legitimate business interests, improvement of existing functions etc.). All amendments of the T&Cs are published on the Machineric Platform and we will notify you of any major changes and updates by sending you a relevant notification on the Machineric Platform or to the e-mail address you have provided to us. If you do not agree to the amendments to these T&Cs, you have the right to terminate your use of the Machineric Platform.
2. Machineric platform
By using the Machineric platform or services, Customer expressly acknowledges and agrees to be bound by these terms and conditions.
The Machineric Platform enables Customers to use Machineric Services. This includes, but is not limited to, enabling Customers to upload machine data and manage cross-platform machine sales processes. Customers are able to put machines up for a sale, i.e. create advertisements on the Machineric Platform (hereinafter “Advertisements”), which are then listed to third-party platforms (hereinafter “Third-Party Platform”). Machineric also allows Customers to use marketing tools such as the offer creator, QR sticker generator, e-mail marketing solutions, social media integrations, etc.
You agree that Machineric is only responsible for allowing the Customer and its registered Users to use the Machineric Platform, including to browse the Machineric Platform and access and use the Services. Machineric is not responsible for the delivery, quality, integrity and regulatory compliance of offered goods and/or products as described in Advertisements, the validity of contracts between Customers and buyers of machinery, as well as the accuracy of the description and price or any uploaded information related to the Advertisements of each Customer which are made available through the Machineric Platform. Machineric assumes and accepts no liability for the payments made, goods and/or products sold and/or purchased and relevant contracts concluded via the Machineric Platform.
You agree that any misuse or malevolent, inappropriate, disturbing, manipulative or fraudulent use of the Machineric Platform by you or your registered Users entitles Machineric to temporarily suspend or terminate your Machineric Account(s) and/or restrict your current or future use of the Machineric Platform. Failure to comply with the above prohibitions may result in civil and/or criminal liability for the violator.
Machineric reserves the right to change the Services offered and their content, including for development purposes, for adjustment to new technical environments or for other important reasons relating to substantive changes. Machineric also has the right to update Services and their content in order to ensure compliance of the services with the T&Cs, including for ensuring the secure use of Services. Information on changes and updates relating to Services will be communicated to you on the Machineric Platform.
If the Customer has not chosen the Third-Party Platform(s) where the Advertisements are linked, Machineric may choose the Third-Party Platform(s) where to link Customer’s Advertisements to best benefit the Customer. Customer has the right to change and/or add the Third Party Platforms, where to link the Advertisements.
In the event that you or your registered Users violate these terms and conditions and the use of the service is terminated as a result of such violation, Machineric shall not be obliged to refund any service fees paid by you.
3. Machineric account
To use the Machineric Services, a Customer must register a personal user account on the Machineric Platform (hereinafter “Machineric Account”). The Customer may create additional Machineric Accounts for other registered users (“Users”) who are employees or contractors of the Customer. The Users will be able to sign in to the Machineric Platform by using their personal credentials. A Machineric Account is not required for purchasing products uploaded to trading platforms via the Machineric Platform.
By submitting data during the registration process, you warrant that: (i) the registration data is correct, accurate, up to date and complete; and (ii) you will keep the relevant registration data updated to ensure its correctness, accuracy, up-to-dateness and completeness at all times. To complete the registration, you must submit the information required during the registration process.
If you provide incorrect, inaccurate, outdated or incomplete data, Machineric has the right to temporarily suspend or terminate your Machineric Account and/or restrict your current or future use of the Machineric Platform or any functions thereof.
You acknowledge and agree that these T&Cs govern the use of the Machineric Accounts by both the Customer and the Users registered by the Customer. You represent, warrant and covenant to us that each User who has been provided access to a personal Machineric Account by the Customer is authorised to access the Machineric Platform and use the Services on the Customer’s behalf. If you delegate such authority to any one or more Users, you expressly agree and ensure that: (i) all of Users will use the Machineric Accounts in accordance with these T&Cs and applicable legal and/or regulatory provisions and (ii) you remain fully liable for your and each of your User’s use of the Machineric Account and any violation of these T&Cs.
Other than the delegation of rights to your authorised Users, you are not entitled to transfer or license your right to access the Machineric Platform and use the Services, or transfer or license your Machineric Account, to any third parties.
You are also responsible for maintaining the confidentiality of your registration data and for any activities performed whenever logged in.
4. Payment for Machineric services
The Customer must pay for the Services based on a separate agreement with Machineric, which is binding on the Customer. Machineric shall submit invoices to the Customer in accordance with separately agreed invoicing terms.
Upon a delay of payment of an invoice, Machineric may require the Customer to pay a late payment interest at the rate of 0.06% from the outstanding amount per each day until full payment of the outstanding amount, unless a different late payment interest is separately agreed upon between Machineric and the Customer. The obligation to pay a fee is not conditional on the Customer’s actual use of the relevant Machineric Platform or Services.
If the Customer fails to make payment for the Services within two weeks from the due date indicated on the invoice, Machineric reserves the right to suspend the provision of the Services until payment is received. The Customer acknowledges that any suspension of the Services due to non-payment shall not release the Customer from their payment obligations for the outstanding amounts.
Machineric may reinstate the provision of the Services upon receipt of full payment of the outstanding amounts, subject to any additional terms and conditions that Machineric may require to ensure future payment compliance.
The Customer understands and agrees that Machineric shall not be liable for any damages, losses, or disruptions resulting from the suspension of the Services due to non-payment.
5. Listing of advertisements
The Machineric Platform allows Customers to offer machinery for sale (“Listings”) on Machineric’s own sales platform and Users to browse the Listings. Each Listing must include the description of offered machinery, an indicative price, delivery terms and other uploaded information related to each Listing. By submitting the Listings, the Customer agrees that such submission of Listing is considered as a binding offer.
Our search results show all the Advertisements that match the search criteria entered. It is possible to narrow down the results by using filters. When you first see the search results, they’ll be sorted (listed) by click-through rating. It is possible to sort your results in other ways, such as: (i) price and (ii) ratings.
6. Operation of the Machineric platform
Machineric provides the Services according to the software as a service (“SaaS”) model. The Machineric Platform is accessible online 24 hours a day, except in cases of Force Majeure or scheduled or unscheduled interruptions that may result from maintenance needs. For the purposes of these T&Cs, “Force Majeure” is the occurrence of any unforeseen circumstance without any fault on a party’s part or beyond party’s reasonable control, including, without limitation, Internet outages, communications outages, issues and problems relating to information technology, fire, flood or war.
Machineric reserves the right at any time to suspend or block access to all or part of the Machineric Platform for any reason whatsoever, notably for maintenance or updating or in the event of an attack on the Machineric Platform.
The Machineric Platform may include hyperlinks to third-party websites, but Machineric is not liable for such third-party websites or their content. The Machineric Platform is not affiliated with the third-party websites and you are solely responsible for your use of third-party websites and compliance with their terms of use.
7. Property rights
The Machineric Platform and any trademarks, logos and any other distinctive signs and any software used or included therein and all content on the Machineric Platform (i.e. any texts, videos, photos and any other information in any format and of any nature whatsoever appearing on the Machineric Platform) (hereinafter “Property”) are the exclusive property of Machineric or third parties who have authorized the use of such content, except for the content, information and data entered by Customers (hereinafter “Customer Content”).
The Property may be subject to and protected by copyright, trademark, patent or other intellectual property rights. Any commercial use of the information published on the Machineric Platform (including Property) is strictly prohibited.
It is prohibited to extract, reuse, sell, distribute, modify, translate or reproduce the information published on the Machineric Platform (including Property) or any parts thereof without Machineric’s prior and express written authorisation. Failure to comply with the above prohibitions may result in civil and/or criminal liability for the violator.
The Customer is solely responsible for all Customer Content, and Machineric is not responsible or liable for any Customer Content, including any deletion, correction, destruction, damage, loss or failure to store or back-up any Customer Content, except Customer Content containing personal data of Users. Customer ensures that Customer Content does not violate this Agreement or any applicable laws, is not libellous, defamatory, obscene, abusive, pornographic or threatening, does not constitute an infringement or misappropriation of intellectual property rights or other rights of any third party, is not false, misleading or inaccurate, and does not contain any viruses or programming routines intended to damage the Services.
In order to provide the Services, the Customer hereby grants Machineric a geographically unlimited, irrevocable, non-exclusive, sub-licensable and free of charge right to use, store, copy (and reproduce), modify (and create derivative works), translate, display and distribute the Customer Content as necessary to provide the Services under these T&Cs. Machineric may also preserve and disclose Customer Content if required to do so by law, or if Machineric believes in good faith that preservation or disclosure of Customer Content is necessary to enforce these T&Cs or to establish, exercise and defend legal claims.
Notwithstanding the above, Machineric may collect certain Customer Content to generate aggregated statistics and other measures based on the Users’ interactions with the Machineric Platform and Services (hereinafter “Sales Data”). Certain functions of the Machineric Platform and certain Services may be made conditional on the Customer’s provision of certain information to Machineric which may be useful for the generation of Sales Data. Sales Data is not Customer Content and will be the property to Machineric. Sales Data may be used by Machineric for any lawful purpose, including the improvement of Services and the development of new services.
8. Personal data processing and the use of cookies
The details on personal data processing and the use of cookies on the Machineric Platform are included in the Machineric Platform Privacy Policy.
9. Liability
Your use of the Machineric Platform is at your own risk. Thus, Machineric cannot be held responsible for any malicious program that may infect the Customer’s and/or User’s computer or mobile equipment or any other hardware or software when using the Machineric Platform, nor for any loss or alteration of data resulting from the use of the Machineric Platform. It is your responsibility to take all appropriate measures to protect your data, computer systems or software from contamination by possible viruses, trojans or, more generally, any computer programs that could be disseminated on a digital platform.
Subject to applicable legislation, Machineric cannot be held responsible for any direct or indirect damage linked to the use or the impossibility of using the Machineric Platform and more generally, for any event linked to the Machineric Platform, such as, in particular, technical failures, breakdowns, interruptions or modifications to the Machineric Platform.
To the maximum extent permitted by applicable law, we exclude all liability, representations, warranties and conditions relating to the Machineric Platform and the use of the Machineric Platform. Nothing in this disclaimer will limit or exclude liability for death or personal injury, liability for fraud or fraudulent misrepresentation, liability caused by gross negligence or willful misconduct or any other liability that cannot be excluded under applicable law.
Please also note that you remain solely responsible for any data that you may communicate to Machineric. Machineric is not liable in case of error, omission or imprecision of the data that you have communicated. Above all, you as a Customer are responsible for the security of the data used for accessing your Machineric Account, including your e-mail address, mobile phone number and password, as well as for the security of your Machineric Account. You are also responsible for the secrecy of the account data of your Machineric Account.
Nothing in these T&Cs limit or exclude the liability of Machineric if such liability cannot be limited or excluded under applicable legislation. By agreeing to these terms and conditions, you acknowledge that this limitation of liability applies retrospectively to any previous use of the Machineric Platform.
10. Other provisions
The Customer may terminate its Machineric Account at any time by providing two months' advance notice. The Customer will not be entitled to a refund for Services already provided. However, if the Customer has prepaid for the Service, they will retain access to the Service until the end of the prepaid period.
You agree to indemnify and hold Machineric harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to your breach of these T&Cs, your violation of any applicable legal and/or regulatory provisions, or any rights of third parties.
You undertake not to use the Machineric Platform for illegal activities or for commercial purposes otherwise than for performance of the obligations set out in these T&Cs.
Neither Machineric nor the Customer shall be held liable for a breach of the obligations set out in these T&Cs if such breach can be attributed to Force Majeure.
Our failure to enforce any provision of these T&Cs or exercise any right thereunder on one occasion does not limit our right to demand performance or exercise our right on subsequent occasions.
If any provision of the T&Cs is deemed invalid, null and void or unenforceable for any reason whatsoever, such provision shall be deemed excluded from the T&Cs and the rest of the T&Cs will remain valid and enforceable.
The relevant courts of Estonia will have jurisdiction in relation to these T&Cs and all other agreements between Machineric and the Customer, although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. The relevant law of Estonia will apply to these T&Cs.