TERMS AND CONDITIONS OF USE

1. These terms of use (the “Terms”) (together with the documents referred to in them) confirms the terms of use on which you may make use of our website at www.kopiki.com (the “Website”), whether as a guest or a registered User. Use of the Websiteincludes accessing, browsing or registering and using the Services of the Website.
2. Please read these Terms carefully before you start to use the Website, as these will apply to your use of the Website. We recommend that you print a copy of these Terms for future reference.
3. By using the Website, you confirm that you accept these Terms and that you agree to comply with them and in doing so these Terms form the Agreement between us and you.
4. If you do not agree to these Terms, you must not use the Website.

1. These Terms refer to our Privacy Policy (a link to which can be found at the bottom of the Website) which sets out the terms on which we process any personal data we collect from you, or that you provide to us.
2. By using the Website, you consent to the processing as set out in the Privacy Policy and you warrant that all data provided by you is accurate.
3. Use of Our Site is also governed by Our [Cookie and] Privacy Policy [ies]. These policies are incorporated into these Terms and Conditions by this reference.

1. All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used and held in accordance with the provisions of the EU Regulation 2016/679 – the General Data Protection Regulation (“GDPR”).
2. We may use your personal information to:
   1. Provide and administer your Account;
   2. Reply to any communications you send to Us;
   3. Send you important notices, as detailed in Clause 5;12;13; and 14
   4. Enable you to use the Kopiki product as proscribed
3. We will not pass on your personal information to any third parties [without first obtaining your express permission to do so].

1. The Website is a website operated by Kopiki Limited (“Kopiki” and "We"). We are registered in England and Wales under Company Registration number 08823434 and have our Registered Office at 20-22, Wenlock Road, London, England, N1 7GU. We are a Limited company.

1. We may revise these Terms at any time by amending this page. We will notify you of any changes to these Terms by sending an email to the address recorded by you when you registered with the Website or by posting a message on the Website.
2. Please check this page from time to time to take notice of any changes we made, as they are binding on you.

1. We may update the Website from time to time, and may change the content therein at any time. However, please note that any of the content on the Website may be out of date at any given time, and we are under no obligation to update it.

1. The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
2. Kopiki accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
3. The Website is made available free of charge
4. We may suspend, withdraw, discontinue or change all or any part of the Website without notice.
5. You are responsible for making all arrangements necessary for you to have access to the Website.
6. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

1. When using the enquiry form or any other System on the Website you should do so in accordance with the following rules:
   1. You must not use obscene or vulgar language;
   2. You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
   3. You must not submit Content that is intended to promote or incite violence;
   4. It is advised that submissions are made using the English language as we may be unable to respond to enquiries submitted in any other languages;
   5. The means by which you identify yourself must not violate these Terms or any applicable laws;
   6. You must not impersonate other people, particularly employees and representatives of Kopiki or our affiliates; and
   7. You must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.
2. You acknowledge that Kopiki reserves the right to monitor any and all communications made to us or using our System.
3. You acknowledge that Kopiki may retain copies of any and all communications made to us or using our System.
4. You acknowledge that any information you send to us through our System or post on the Website may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.
5. If any of the provisions listed in Clause 7.1 are breached by a User, we shall have the sole and absolute right to
   1. immediately withdraw all Credits held by that User without any right to a refund;
   2. immediately refuse that User access to the Website on a temporary or permanent basis;
   3. be reimbursed for any loss or damage suffered as a result of such breach; and
   4. take any action that we deem appropriate, including the commencement of legal action.
6. You warrant that any such contribution to the Website shall comply with Clause 7.1, and you will be liable to us and indemnify us for any breach of that warranty.
7. Any Content you upload to the Website will be considered non-confidential and non- proprietary. You retain all of your ownership rights in your Content, but you are required to grant us and other Users of the Website a limited licence to use, store and copy that Content and to distribute and make it available to third parties.
8. We also have the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to the Website constitutes a violation of their intellectual property rights, or of their right to privacy.
9. We will not be responsible, or liable to any third party, for the content or accuracy of any Content posted by you or any other User of the Website.
10. We have the right to remove any posting you make on the Website if, in our opinion, your post does not comply with the Content standards set out in these Terms.
11. The views expressed by other Users on the Website do not represent our views or values.

1. In order to procure Services on this Website and to use the Kopiki facilities you are required to create an Account, or one will be created for you, which will contain certain personal details and sometimes Payment Information which may vary based upon your use of the Website as we may not require payment information until you wish to make a purchase. By continuing to use this Website you represent and warrant that:
   1. all information you submit is accurate and truthful;
   2. you have permission to submit Payment Information where permission may be required; and
   3. you will keep this information accurate and up-to-date.
   Your creation of an Account is further affirmation of your representation and warranty.
2. It is recommended that you do not share your Account details, particularly your Username and password. Kopiki accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
3. If you have reason to believe that your Account details have been obtained by another without consent, you should contact Kopiki immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending. Please be aware that orders or payments can only be cancelled up until provision of Services has commenced. In the event that an unauthorised provision commences prior to your notifying us of the unauthorised nature of the order or payment, Kopiki will suspend provision of Services and the withdrawal of any scheduled payments pending investigation. Following investigation, it shall be determined whether or not to cancel the Services and make a full or partial refund of the payment.
4. When choosing your username you are required to adhere to the terms set out above in Clause 7. Any failure to do so could result in the suspension and/or deletion of your Account.
5. We have the right to disable any User identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

1. Provision of Services shall commence when full payment has been received or as otherwise detailed in the Terms & Conditions pertaining directly to those Services.
2. Kopiki shall use its best endeavours to provide the Services with reasonable skill and care.
3. Provision of all Services shall be subject to the Terms pertaining directly to those Services.
4. In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact us within 10 days to inform us of the mistake. Kopiki will ensure that any necessary corrections to the Services provided are made within 7 working days.
5. Kopiki reserves the right to exercise discretion with respect to any alterations to Services under the provisions of this Clause 9. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:
   1. Any use or enjoyment that you may have already derived from the Services;
   2. Any characteristics of the Services which may mean that cessation of provision is impossible without significant further work on the part and at the expense of Kopiki.
   Such discretion to be exercised only within the confines of the law.

1. Some Services provided through the Website are premium services you must pay to use (the “Premium Services”). Kopiki uses a Credits system to facilitate your use of these Premium Services.
2. “Credits” are credits purchased by you from Kopiki which can be redeemed to use Premium Services. These can be redeemed by acting as a buyer or supplier as described in Clauses 11 and 12 below.
3. You may choose to purchase Credits through the Website. You may purchase:
   1. single Credits, which will expire on the date 6 months after the date of purchase;
   2. a pack of 6 Credits, which will all expire on the date 6 months after the date of purchase; and
   3. an unlimited use subscription, which gives you an unlimited number of Credits in return for a monthly subscription fee.
4. Purchase of any Credits is final and (subject to clause PAYMENT) you shall not be entitled to receive a refund in respect of any Credits you do not use for any reason.
5. At the beginning of each calendar month, each User who has registered an Account on the Website may receive a number of free Credits, which can be used to enter the Kopiki marketplace. Each time you create and open a new marketplace a Credit is used.
6. If you do not use any Credits before the end of the calendar month in which such Credits was issued, the Credits will expire at the end of the last day of that calendar month. For the avoidance of doubt, this means that free Credits cannot be rolled over into subsequent calendar months.
7. When seeking to use a Premium Service you will be notified how many Credits are required for such Premium Service. For the avoidance of doubt, you will not be able to create a new marketplace without having paid for a Credit which allows you to do so.
8. You may cancel any subscription by giving Kopiki no less than 2 weeks notice by email. Your subscription will cancel with effect from the next payment date falling after the end of the 2 week notice period.
9. All pricing information on the Website is correct at the time of going online. Kopiki reserves the right to change prices and alter or remove any special offers from time to time and as necessary.
10. All prices on the Website do not include VAT or other applicable sales taxes.

1. After filling in the required details (including how long you wish the marketplace to be open for, up to the Credit time limit of 14 days) you will be asked to confirm whether you wish to proceed with set up of the new marketplace. If you respond affirmatively, this will use up one of your Credits.
2. Buyers are required to use reasonable endeavours to ensure that they keep their identity anonymous until they choose to be introduced to a supplier in accordance with Clause 11.4.
3. When a new marketplace is opened, Kopiki will look for and suggest to the buyer one or more relevant anonymous supplier(s) who may be able to supply the goods or services that are the subject of the marketplace.
4. You will only be introduced to a supplier and given its contact details if you confirm that you wish to be introduced during the selection process.

1. If you are a supplier, you can add the products and services you provide by navigating to the appropriate page on your dashboard.
2. Kopiki will suggest marketplaces to you that it believes potentially matches the goods and services you provide with goods and services that buyers have requested through the Website. However, Kopiki makes no guarantee or warranty that it will offer a supplier a marketplace to enter into, even in circumstances where the supplier holds that the opinion that it would be appropriate.
3. Each time Kopiki believes that a potential match with a buyer exists, you will be sent a marketplace request on your dashboard. The marketplace request will show relevant information pertaining to a buyer’s particular needs and will ask whether you wish to decline the request or to enter the marketplace.
4. Suppliers cannot enter a marketplace after the time limit on such marketplace has expired.
5. Suppliers’ identities shall remain anonymous until a buyer requests a supplier’s contact details, at which point the supplier’s details shall be given to the buyer. By entering into a marketplace, a supplier grants Kopiki the right to disclose the supplier’s contact details to the buyer.
6. If you decide to decline a marketplace request, the request shall be deleted from your dashboard and no Credits shall be used.
7. If you decide to enter the marketplace, you will use up one of your Credits.

1. Kopiki does not guarantee that by opening a marketplace that an introduction will be made to a buyer or a supplier. All parties enter marketplaces at their own risk in all respects including, but not limited to:
   1. the release of any contact details or business details;
   2. whether a buyer or a supplier is a bona fide buyer or seller; and
   3. any correspondence made between a buyer and a seller.
2. If a buyer and a supplier both enter a marketplace and the buyer agrees to accept Kopiki’s introduction to the supplier, any contract or relationship made between the buyer and the supplier shall be made offline and between those parties with Kopiki having no further involvement whatsoever.
3. Kopiki shall bear no responsibility or make any warranty relating to the actions, capabilities, products sold or levels or service provided by any party including, without limitation, those agreed in any contract, transaction or agreement entered into by the parties.
4. Kopiki’s liability in all circumstances is limited in accordance with Clause 18.

1. You can pay for Credits using a debit card or credit card or any other payment processing option we may offer from time to time.
2. In the event a third party payment processing provider is used to collect your payment you acknowledge and agree that you will have to accept and be bound by their terms and conditions as amended from time to time

1. A buyer shall only be entitled to a refund in circumstances where the buyer has used the Website in accordance with these Terms and the Website has, in error, failed to open a marketplace upon the completion of all relevant required information and, subject to Clause 16.3(b), a Credits has been debited from your account.
2. A supplier shall only be entitled to a refund in circumstances where the supplier has used the Website in accordance with these Terms and the Website has, in error, failed to allow the supplier to join a marketplace that it has been invited to prior to the expiry of the time limit of such marketplace and subject to Clause 16.3(b), a Credits has been debited from your account.
3. In all cases, a refund shall only be paid pursuant to this Clause 15 when:
   1. the fault is due to the Website; and
   2. the Credits which has been debited from your account is one that has been paid for pursuant to Clause 11.7 (i.e. there shall be no refunds for free Credits that have been debited from your account).

1. All Content included on the Website, unless uploaded by you, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Kopiki, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
2. We are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
3. Only cases where Kopiki’s prior written consent has been obtained, you may print off one copy, and may download extracts, of any page(s) from the Website for your personal use and you may draw the attention of others within your organisation to any content posted on the Website.
4. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
5. Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.
6. In all other cases, if you print off, copy or download any part of the Website without Kopiki’s prior written consent, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

1. The content on the Website is provided for general information only.
2. Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up-to-date.
3. We are not responsible for any deficiency in any goods or services advertised or offered through the Website or negotiated outside of it and shall have no liability in respect of any such deficiency.

1. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it, whether express or implied.
3. Kopiki’s total liability in all cases is limited to:
   1. the price of the Credits that a User paid to enter a marketplace; or
   2. in the case of a User who holds an unlimited use subscription pursuant to Clause 11.3(c), the price of one month’s subscription.
4. Save for a loss of the kind suffered by a User pursuant to Clause 14, we will not be liable to any User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
   1. use of, or inability to use, the Website; or
   2. use of or reliance on any content displayed on the Website.
5. If you are a business User, please note that in particular, we will not be liable for:
   1. loss of profits, sales, business, or revenue;
   2. business interruption;
   3. loss of anticipated savings;
   4. loss of business opportunity, goodwill or reputation; or
   5. any indirect or consequential loss or damage.
6. If you are a Consumer, please note that we provide the Website for commercial or business purposes only and therefore you must not use it to purchase Credits and Kopiki will accept no liability in the event you use the Website incorrectly..
7. We will not be liable for any loss or damage caused by 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.
8. We assume no responsibility for the content of websites linked to the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them or any goods or services advertised via them.
9. Whilst every effort has been made to ensure that these Terms adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining Terms. This term shall apply only within jurisdictions where a particular term is illegal.

1. Kopiki makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service.
2. No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
3. Whilst Kopiki uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

1. Kopiki reserves the right to change the Website, its Content or these Terms at any time. You will be bound by any changes to the Terms from the first time you use the Website following the changes. If Kopiki is required to make any changes to these Terms by law, these changes will apply automatically to any orders currently.

1. We do not guarantee that the Website will be secure or free from bugs or viruses.
2. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.
3. You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
3. You must not establish a link to the Website in any website that is not owned by you.
4. The Website must not be framed on any other website, nor may you create a link to any part of the Website other than the home page.
5. We reserve the right to withdraw linking permission without notice.
6. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use document.
7. If you wish to make any use of content on the Website other than that set out above, please contact us.

1. Where the Website contains links to other websites and resources provided by third parties, these links are provided for your information only.
2. We have no control over the contents of those websites or resources.

In the event that any party to these Terms fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

In the event of any conflict between these Terms and any prior versions thereof, the provisions of these Terms shall prevail unless it is expressly stated otherwise.

Nothing in these Terms shall confer any rights upon any third party. The Agreement created by these Terms is between you and Kopiki.

1. All notices / communications shall be given to us either by post to our Registered Office (see Clause 3) or by email to help@kopiki.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
2. Kopiki may from time to time send you information about our products and/or services. If you do not wish to receive such information, please notify us by email to help@kopiki.com and we will remove you from our subscription list.

1. If you are a Consumer, please note that these Terms, its subject matter and its formation, are governed by the Law of England and Wales. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.
2. If you are using the Website in the course of a business, these Terms, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the Law of England and Wales. We both agree to the exclusive jurisdiction of the courts of England and Wales.

In this document the following terms shall have the following meanings: