Professional Users: Terms & Conditions

Professional Users: Terms & Conditions – version applicable from 20 April, 2022

Seclo is an online intermediary hosting service, offering Users a virtual exchange forum, namely the App. Professional Users have the opportunity to list their Items in the appropriate Category on the App to sell them, to use the Integrated Payment and Shipping Services, to communicate to buyers through Private Messages and to use Additional Services offered by the App.

These Professional Users Terms & Conditions (the “Terms”) apply to the use of the Services described hereinafter by a Professional Seller. They form a binding contract between you (hereinafter referred to as the “Professional Seller” and designated by the pronoun “you”, “your” or “yours”) and the company Seclo B.V. (hereinafter referred to as “SECLO”), located at Stationsplein 45, 3013AK Rotterdam, The Netherlands, registered under the number 85727911 in the Dutch Chamber of Commerce.

Before using the Services, you must accept these Terms.

1. DEFINITIONS

Account – means the Professional Seller, Seller’s or Buyer’s account created upon registration on the App; the created account contains personal information;

Additional Services – means the additional payable services provided by SECLO and offered on the App as defined in Article 2.3 below, which may be subject to separate conditions of use;

Addendum – means the Addendum established in the General Terms & Conditions of SECLO;

Buyer – means any User or Professional User who buys or wishes to buy one or more Item(s) on the App. Where Professional Users are acting as Buyers, they will not benefit from any of the rights granted to consumers such as the right of withdrawal or consumer-related warranties. More information is available in our Pro Sellers’ Terms of Sale;

Buyer Protection Pro – means the service offered under section 9 below of these Terms;

Catalogue – means the electronic Catalogue in which Items are listed, it being understood that all Professional Users must comply with the Addendum;

Category – means the electronic Category in which Items are specified, it being understood that the value of all Items within the Category must be above the minimum price;

Content – means all information (including images, photographs, brands, trademarks, trade names, technical documentations, commercial communications, product descriptions, clauses, ads, offers and documents) that is provided on the App, by the Professional User, to promote or describe its Items, its activities or its contractual commitments;

Integrated Payment Service – means the online payment service for purchasing Items accessible for a Buyer on the App; this payment service being undertaken by a partner of SECLO (i.e. MANGOPAY SA);

Integrated Shipping Service – means the shipping and delivery service paid for by a Buyer, enabling a Professional User to deliver the Item to the Buyer as part of a sales contract, with the shipping, transport and delivery services being undertaken by one of the partners of SECLO;

Item(s) – means the goods/items whose sale is not forbidden by national applicable law and/or SECLO’s Addendum rules and that are listed by the Professional User on the App’s corresponding Catalogue and Category, in order to sell them;

MANGOPAY SA – is a limited liability company registered in Luxembourg, under the registration number B173459 and with registered offices at 2 Avenue Amélie, L-1125 Luxembourg;

Privacy Policy – means the document available here that defines the manner in which SECLO collects, uses, stores and transfers personal data and other important information of any User / Professional User;

Professional Seller – means any user who lists one or more Item(s) in the relevant Catalogue of the App as part of its professional activity. Professional Users can be sole traders or non-profit organisations (associations within the meaning of the Dutch law or foundations), duly registered in the Netherlands, as described in the Pro Sellers’ Guide together with an overview of their legal rights and obligations. Professional Seller are identified on the App by a “B” icon displayed next to their name;

Service(s) – means the services described in Article 2;

App – means the SECLO mobile applications downloaded on smartphones or tablets;

Transaction (or Sale) – means a sale transaction related to an Item concluded through the App between the Professional User and a Buyer;

User – means any individual who has created an Account on the App, and has accepted the Seclo Terms & Conditions. For the sake of clarity a User in these Professional Users Terms & Conditions, means an individual who is a consumer and acts as an individual.

2. PURPOSE

2.1. These Terms define the relationship between SECLO and the Professional User, including the general terms and conditions applicable to the Professional User’s use of the Services.

2.2. The Services include:

a) access to the App, allowing Professional Users to list Items in order to promote and sell them, to create listings and commercial offers related to Items as well as a profile page;
b) hosting of the Professional User’s Content;
c) a marketplace intermediary service allowing the Professional User to conclude Transactions with Buyers on the App;
d) allow your Buyers to benefit from the Integrated Payment Service and the Integrated Shipping Service.

2.3. Professional Users may order Additional Services as explained on the App and pay the corresponding price to SECLO (as shown in the Price List). Additional Services will trigger costs to be paid by the Professional User, the amounts of which are indicated in the Price List. The Professional User understands that it must pay SECLO if it decides to use the payable Additional Services.

SECLO may amend the Price List at any time in accordance with Article 4.5 below. If the Professional User disagrees with any of the proposed amendments, it may choose not to use the Additional Services or to terminate its relationship with SECLO and close its SECLO Account, as per Article 11.4 below.

2.4. The Professional User acknowledges that the mere fact that SECLO provides the Services does not imply that SECLO assumes all or part of the legal responsibility incumbent on the Professional User for the Transactions. SECLO is acting as a mere intermediary which is facilitating Transactions on its platform. As such, SECLO is not party to any Transaction between Users and/or Professional Users. Under no circumstances will SECLO buy or sell Items shown on the App nor claim to do so.

All the obligations and liabilities attached to the status of seller shall be borne by the Professional User – the Professional User will be acting as a professional trader towards consumers (Users) with all of the obligations attached thereto. The Professional User is therefore solely responsible for the Items sold and undertakes to comply with all applicable laws, rules, regulations, and requirements.

3. RANKING

3.1. Listings presented on the App’s feed page are sorted by “relevance” taking into consideration the following criteria, listed below in order of importance:

– the date on which the Item was uploaded;

– the preferences indicated by the Buyer about the categories, e.g. women, kids, footwear, etc. (Personalisation) and sizes of Items they are looking for, preferred brands, as well as the colour, condition, price and size of the Items they previously purchased;

– the Buyer’s Account preferences and profile information (such as gender, age, clothing size, country) and other customizable preferences;

– there is no option for Buyers to choose to see Items being sold only by Sellers or by Professional Sellers.

3.2. Listings presented in the Buyer’s Category search results are sorted by “relevance” taking into consideration the following criteria, listed below in order of importance:

– the Buyer’s Account preferences and profile information (such as gender, age, clothing size, country) and other customizable preferences;

– the date on which the Item was uploaded;

– there is no option for Buyers to choose to see Items being sold only by Sellers or by Professional Sellers.

When Buyers search for an Item, listings are sorted by default by “relevance”. Alternatively, in the Catalogue, Buyers can also choose for the listings to be sorted by price or by date. If Buyers choose for listings to be sorted by price and date, the preferences they indicated in their Account will still be taken into consideration to classify listings.

4. RELATIONS BETWEEN SECLO AND PRO USERS

4.1. Professional Users are liable and responsible for including the relevant VAT in their price during the ‘Post Item Flow’.

4.2. Professional Users may contact SECLO by completing the form available in the feed.

In order to become a Professional User, respective criteria of eligibility defined in more details in the Pro Sellers’ Guide, and in the Catalogue rules, must be met. Therefore, the App hosts only Professional Users that are looking to establish their own brand, or Professional Users which offer second-hand items which belong to any of the following categories:

– Women’s, men’s and children’s clothing, footwear and accessories.

SECLO does not allow the registration on the App of Professional Users which:

– sell products that are prohibited for sale in the country where they can be offered for sale on the App;

– sell cosmetic Items (including beauty tools);

– provide service of renting Items; or/and

– sell items with a note such as “can be ordered”, “sold”, “currently out of stock”, “check back later”, etc.

– sell a large number of brand new items, including items with tags, if these items belong to a brand that does not belong to them;

– offer for resale Items purchased in bulk or typically sold as low-value dropshipping items.

4.3. The registration and management of Professional Users’ SECLO Account are made through SECLO’s app, after sign-up the necessary documents need to be uploaded in the Verification space, which is under the ‘Profile Settings’’-section before first uploading an item. After the registration is done, you will be able to use SECLO’s app as a Professional Seller.

In particular, Professional Users must provide the following information to register on the App:

– user name; legal name; legal form; Dutch Chamber of Commerce number; where applicable, VAT registration number; postal address of the establishment; if it is different, postal address of the registered office; telephone number; email address, legal representative and its personal information (full name, date of birth, nationality, country of residence); copy of the registration certificate such as a KvK-extract, extract of publication or Decree declaring a foundation of public utility. In this context, information on this data processing is provided within our Privacy Policy.

Every professional can register as a Pro User on the App, provided that it meets the criteria of eligibility referred to in Article 4.1. However, if you are already using SECLO as a non-professional User having already registered on the App), there are two options:

– if you wish to convert your existing private Account and be considered as a Professional User, you can register on the App by uploading the required documents in the Verification space in your Profile Settings. In addition, for conversion one must contact us through the contact form on the feed page and choice category: Account conversion. All applicable terms and conditions are found in the Verification section before document upload. As part of this conversion process, after our approval your Account information will be transferred to your Pro User Account as provided in the Privacy policy;

– if you wish to keep your personal SECLO Account and create a separate Professional User Account, you can register on the App, however your personal account cannot meet commercial sales criteria as provided in Catalogue Rules, otherwise you may be obliged to convert your private account to Professional User Account. A different email address must be used for this separate registration. Your personal Account can only be used for non-professional activities and your Professional User Account can only be used for commercial purposes.

4.4. You are expressly reminded that the Internet is not a secure network. You recognise that you have been fully informed of the unreliability of the Internet, in particular in terms of security breaches regarding the transmission of data and of the absence of performance guarantees regarding the volume and speed of data transmissions. SECLO cannot be held liable for unpredictable events such as security breaches regarding the transmission of data or for performance guarantees regarding the volume and speed of data transmissions. In these conditions, you have to take all appropriate measures to protect your own data and/or software, particularly from contamination by any viruses circulating on the Internet.

4.5. SECLO may, at its full discretion, amend these Terms (including the Price List and the Pro Sellers’ Terms of Sale appended to these Terms) in order to:

– adapt these Terms to legislative or regulatory provisions in force or being adopted;

– adapt these Terms to any decision handed down by a jurisdiction or by any other competent authority, which affects the content of the App;

– rectify any error (e.g. spelling mistakes or other types of errors that do not modify the meaning of existing sentences) not detected until now;

– make their terms clearer or fairer;

– reflect changes and developments in how SECLO operates its business;

– reflect changes in market conditions or standard industry practice.

Within the limits of applicable laws, for any other amendment to these Terms (including the Price List and the SECLO Pro Sellers’ Terms of Sale attached to these Terms) you will be informed by a notification on the App fifteen (15) days before the amendment takes effect or, in the event of a more substantial amendment (e.g. amendments that increase obligations of Professional Users, impact on main functionalities of the App), by an email sent to the email address provided when they registered four (4) weeks before the amendment takes effect. If a Professional User disagrees with any of the proposed amendments, this Professional User may choose to terminate its relationship with SECLO and close its Account, as per Article 11.4.

5. Intellectual Property Rights Licence

5.1. If the Pro User holds any intellectual property rights on the Content, it grants to SECLO and its affiliated companies a royalty-free, non-exclusive, worldwide, sub-licensable, for the maximum duration permitted by applicable law, licence in all intellectual property rights (including, but not limited to copyrights, author’s rights and related rights, trademarks, trade names, design patent rights) and image rights it may own and/or hold including, but not limited to the rights to use, host, store, reproduce, modify and create derivative works (i.e. works resulting from translations, adaptations, reformatting or other changes) communicate, publish, publicly display the Content on any medium, by any means known and unknown to date including all public or private, free or paying, analogue or digital, telecommunication or computer networks, online and offline, including the Internet and any other equivalent for the limited purpose of:

– listing the Items on the App;

– operating and improving the App, which means allowing the App to work as designed and creating new features and functionalities;

– promoting and advertising the Items offered on the App, for example by announcing that the Pro User has listed Items on the App.

Pro Users can opt out of this licence for the purposes listed in paragraph c) above in their account settings.

In this case, the Pro User represents and warrants that (i) it has and will retain all necessary rights, licences and authorizations to grant the licences to SECLO and its affiliated companies and (ii) the use and representation of the Content on the App does not infringe any third party’s intellectual property or image rights.

Pro Users’ ads and offers may be delisted, in compliance with SECLO’s legal obligations, and accounts suspended or terminated, following a third party’s claims that Content infringes a third party’s exclusive rights such as trademark, copyright or image rights.

5.2 SECLO or its affiliated companies hold all the intellectual property rights regarding the App, its system (the Catalogue, its transmission, etc.), the design of the App, the software used by the App, the trademarks, copyrights, author’s rights, database rights and domain names.

6. Listing Items

6.1. As a prerequisite:

– Only goods allowed pursuant to Article 4.1 may be listed on the App.

– The Item must comply with the commonly applied requirements on the market for this type of Item depending on the nature of the Transaction.

– The Items must comply with the Catalogue rules. Some type of Items are not allowed on SECLO and the Pro User must ensure that any item it uploads is authorised for sale on SECLO.

– The Pro User must be the owner of the listed Items.

– The Pro User must have the right to sell the Items.

– The sale, use or possession of such Items must not violate the rights of any third party, and must not violate any local, national or international applicable law or regulation.

6.2. The Pro User, when listing an Item in the Catalogue, must complete the questionnaire regarding the listing of the Item. The Pro User must describe the Item as accurately as possible, determine its category, indicate any possible fault, defect, alteration and state the price of the Item. The Pro User, when listing the Item, represents that it complies with the description provided and that this description is exhaustive.

6.3. Submitting the Items to the Catalogue on the App is free of charge. Pro Users may still decide to pay for Additional Services, for instance, to improve the visibility of their Items as described in Article 2.3.

6.4. The Item listed in the Catalogue must not only be described in the questionnaire regarding the listing of the Item, but must also be photographed. At least three good quality photographs must be uploaded before listing an Item, one of the front, one of the back and one of the label of an Item. In some cases, SECLO might request the Pro User to upload a certain amount of photographs before listing the Item. The use of photographs found on the Internet and/or photos of a similar item is forbidden. Item photographs must reflect the actual quality and external appearance of the Item, as well as any presence of fault, defect or alteration with the Item.

6.5. The quantity of Items listed in the Catalogue on the App is unlimited provided that they comply with the provisions of Terms, including the Catalogue Rules.

6.6. A Pro User who has listed an Item may withdraw it or amend its price at any time, before entering into contact with a Buyer for the sale of the Item in question. When an Item from the Catalogue is put up for sale, this constitutes an offer for sale of the relevant item by the Pro User, which may be accepted by a Buyer. However, a Buyer can cancel their order until the Item has been shipped.

6.7. Pro Users can only list items for Sale, to the exclusion of all other types of transaction. In particular, Pro Users cannot exchange Items on the App.

7. Bank Details

7.1. The Pro User must provide its bank details so that the price of the Transaction(s) completed on the App may be transferred to its bank account.

7.2. MANGOPAY will request proof of identity.

8. Integrated Payment and Shipping Service

8.1. The Integrated Payment and Shipping Service applies automatically and compulsorily for each Transaction with a User. The Integrated Payments Service and Integrated Shipping Service cannot be used separately. The Integrated Payment and Shipping Service is available in the Netherlands: the Integrated Payment and Shipping Service is available in the territory of mainland Netherlands.

8.2. As part of the Integrated Shipping Service, SECLO will purchase the shipping label from the third party shipping service provider chosen by the Buyer and will provide the Pro Seller with said label. A list of these providers, as well as information on shipping options, is below. In case of successful Transaction the shipping fees are retained by SECLO. This list may be by SECLO at any time.

By accepting these Terms, the Pro User declares that it has read the shipping providers’ terms and conditions below and that it accepts that Items will be shipped by the shipping providers in accordance with said terms and conditions which are binding:

PostNL;

DPD (Nederland) B.V.;

DHL Parcel (Netherlands) B.V.;

Homerr;

When shipping Items to Buyers, the Pro Seller must use the shipping label provided by SECLO.

8.3. For the Integrated Payment Service, SECLO calls on a third party financial service provider, MANGOPAY SA, to process the payment and store the information regarding the credit or debit card or any other payment method offered.

8.4. The amounts paid by the Buyer will be retained by MANGOPAY S.A. in an e-wallet operating as an escrow account up until the Transaction is completed. The Transaction is completed if the price has not been reimbursed to the Buyer under the Buyer Protection Pro. Transactions can also be deemed completed in the case described in Clause 8.6 below.

8.5. Once the Transaction is completed, the funds will be immediately transferred to the Pro User’s bank account.

8.6. If the Pro User fails to ship the Item to the Buyer within seven (7) working days from the receipt of the shipment information, SECLO has the right to instruct MANGOPAY SA to proceed with the refund of the total purchase price held in escrow (including the shipping costs and the Buyer Protection Pro fees), to the Buyer’s bank account.

9. Buyer Protection Pro

9.1. This provision is only applicable for non-professional Buyers.

9.2. In accordance with the Pro Sellers’ Terms of Sale attached to these Terms, SECLO offers to such Buyers a Buyer Protection Pro service. Pro Users must refrain from any behaviour likely to compromise the provision of the Buyer Protection Pro service.

9.3. Pro Users acknowledge that the amounts paid by the Buyer will be held in escrow by MANGOPAY SA in accordance with Article 8.4 for as long as the Buyer benefits from the Buyer Protection Pro and that these amounts will be reimbursed to any eligible Buyer if, after having made a claim under the Buyer Protection (Pro), it appears that:

– the Buyer has legitimately exercised his/her legal right of withdrawal; or

– the Buyer has not received the Item.

9.4. Buyer Protection Pro is a service offered by SECLO, which does not replace the buyer’s legal rights (e.g. legal right of withdrawal) or any of the legal guarantees Buyer has under respective laws, and which can be exercised in addition to, and independently from the Buyer Protection Pro.

10. Obligations of the Pro User

10.1. The Pro User undertakes:

– to register on the App only once, not to create more than one account, unless the User wishes to have both a personal Account and a Pro User Account, as described in Article 4.2;

– when registering on the App, to provide truthful information about itself, in particular legal information, its denomination and email address;

– to register their organization or professional activity with the relevant Dutch authorities, in particular at the Dutch companies register, the Dutch professional register, and more generally to fulfil all applicable legal obligations and registrations to carry out a professional activity;

– to maintain the appropriate licenses and permits legally required for its participation in the Transaction;

– to comply with the obligation to use the Integrated Payment and Shipping Services when Buyers are not Pro Users;

– to immediately update information on the App with respect to its corporate or association registration (including but not limited to, where applicable, its VAT registration number) and other legal information that changed after the registration on the App. Pro Users may be able to do so directly on their profile page, although some information can only be changed only by contacting SECLO’s customer service;

– not to use the App and/or the Services with the aim of undertaking unlawful actions or transactions or fraudulent actions;

– not to breach these Terms, including the Catalogue Rules, the SECLO’s Terms and Conditions or the Pro Sellers’ Terms of Sale attached to these Terms;

– when using the App, to provide objective, correct, exhaustive and detailed information about the intended Transaction;

– to ensure that the Content does not contain any information that is illegal or violates the rights of third parties, that the Content is not used for an unfair, abusive, deceptive or aggressive commercial practice

– to ensure that the Content is sincere and accurate and that it does not omit any information whose delivery to consumers is required by law;

– to ensure that the price proposed for the Sale of the Items, as well as other information regarding them, is accurate;

– not to copy the information appearing on the App and uploaded by SECLO or another user of the App, or to use them. Any actions related to scraping, data-mining, extraction, framing or collection of the Content of the Apps in any form and by any means is prohibited;

– not to act contrary to public order and/or good moral standards;

– not list the same Item more than once in the Catalogue of the App, as well as not to delete and re-upload the same Item multiple times with the purpose of increasing visibility.

– not to promote their other sales channels outside of Seclo on the App.

10.2. The Pro User acknowledges and accepts that:

– all Transactions with Buyers will be governed by the Pro Sellers’ Terms of Sale attached to these Terms;

– it must comply with the rights recognised to Buyers under the Pro Sellers’ Terms of Sale;

– It must ensure, in all circumstances, that it has the human and organisational resources to meet its obligations under the Pro Sellers’ Terms of Sale;

– in case the Buyer initiates its Right of Withdrawal, SECLO may exempt Buyer from the requirement to return the Item to the Pro Seller, for example where, after having investigated the matter with both the Buyer and the Pro Seller, there are strong indications that the Item may be a counterfeit.

10.3 The Pro Users understands and agrees that it will indemnify Seclo and hold harmless against all damages, direct and indirect, material and immaterial, arising out of the infringement of any third party’s rights, inter alia trademark rights, intellectual property rights and copyrights.

10.4. The Pro User is solely liable to issue invoices for the Items it sells on the App as well as shipping services resold to the Buyer within the App. SECLO cannot, under any circumstances, be responsible for issuing an invoice on behalf of the Pro User.

In the event that the Transactions on the App result in tax liabilities and reporting obligations for a Pro User, these tax liabilities or reporting obligations cannot, under any circumstances, be transferred to SECLO. The Pro User is solely liable for fulfilling its own tax or reporting obligations in accordance with applicable legislation. E.g. When Buyer is a consumer, VAT is included in Buyer Protection Pro fee, however if Buyer is Pro User, VAT is not included in the Buyer Protection Fee, as well as in the Buyer Protection Pro Fee and needs to be reported and paid by Pro User itself. The same applies to other payable Additional Services referred to in the Price List (such as the “Bumping” or the “Wardrobe Spotlight” features as referred in the Price List).

11. Interruption of the services; termination and suspension of Pro User’s use of the App; Termination of these Terms

11.1. Interruption of the Services

SECLO can decide to cease generally and globally (for reasons not related to a Pro User) its activities related to the App or the Services. In this case, SECLO may end or suspend the operation of the App, after having notified Pro Users.

11.2. Termination and suspension of Pro Users’ use of the App

11.2.1. SECLO may forbid, in full or in part, the use of the App (by stating the limitation conditions) or end the option for the Pro User to use the App, in particular by removing the Item and/or Content uploaded to the App, by blocking a Pro User’s Account, by preventing a Pro User from re-registering on the App or from accessing the App, subject to SECLO sending a prior official notification to these Pro Users, if they:

– initiated transactions outside SECLO;

– have received at least 1 notice to remove Items not meeting the criteria listed in Article 4.1 and failed to comply with such request within provided time-lines.

11.2.2. Subject to the same circumstances as those described in Article 11.2.1 above, SECLO may, by sending an official notification on this subject to the Pro User in question, limit, in full or in part, the Pro User’s Account.

Partial blocking means that the Pro User will not be able to list Items in the Catalogue as well as to buy or sell them, to communicate and/or participate in the Forum, and to follow other members or favorite items. Full blocking means that the Pro User’s Account will be blocked and/or cancelled and the option of using the App will be blocked. However, any ongoing Transactions will be finalised and the Pro Users will still be able to send private messages until then. The Pro User must be aware that after full blocking, it will no longer have the right to re-register on the App.

However, if a User was blocked because of suspicions of commercial activities, and after SECLO contacted such User, it did not agree to change status to Pro User, this User will be able to register as a Pro User in the future, but will have to use another email address than the one it used when registered on the App as a non-professional User.

Blocking of the Pro User’s Account does not mean that SECLO will remove all relevant information of the Account. SECLO will continue to process personal data relating to you as long as there is a legal basis allowing or obliging SECLO to process data. In this context, further information on data processing is provided within our Privacy Policy.

11.3 Delisting Items or Content; “Holiday” status

11.3.1. SECLO may immediately, without formal prior notice, delist or remove from the App the Items listed by the Pro User in the Catalogue or all the other Content provided by the Pro User if these Items or this Content is unlawful, violates the Terms, including the Catalogue Rules or is contrary to good moral standards or public order. SECLO may investigate any violation of these Terms, and inform the competent institutions and authorities responsible for applying the laws about this.

11.3.2. SECLO may apply a “Holiday” status to any Pro User that has been inactive for a reasonably long period of time (e.g. 60 days or more) or failed to send an item within the 7 days time frame after sale. Items offered for sale by this Pro User will be hidden from Buyers.

SECLO may also remove Items offered for sale by any Pro User, if such Items were not sold for a substantially long period of time.

Simultaneous to the application of “Holiday” status, and/or the removal of any Items, SECLO will send a notification to the Pro User. Such notification will inform the Pro User of the upcoming change to its status and/or listed Items and allow the Pro User to object to such change. The Pro User will need to inform SECLO of its objection to the change within the notification period stated in the communication. If the Pro User fails to object to that change, the Pro User will be considered as having accepted SECLO’s change to its status and/or deletion of listed Items.

11.4. Termination of these Terms

11.4.1. The Pro User may end its relationship with SECLO and terminate these Terms by deleting its Account itself or by contacting support via email provided that it has fulfilled all its obligations and all ongoing transactions have been completed.

11.4.2. SECLO may end its relationship with the Pro User in particular for the following reasons:

– SECLO’s decision to stop providing the Services;

– SECLO’s decision to stop undertaking its activities;

– SECLO’s decision to change the operator for the activities of the App, in full or in part;

– the Pro User’s breach of these Terms.

SECLO’s decision to end the relationship with the Pro User will be notified and implemented in compliance with Article 11.5.1 (if the reason for such decision is related to the Pro User) and 11.5.2 of these Terms.

11.4.3. Upon termination of the relationship between SECLO and a Pro User for whichever reason, SECLO will continue to process personal data relating to you as long as there is a legal basis allowing or obliging SECLO to process data. In this context, further information on data processing is provided within our Privacy Policy.

11.5. Notices

11.5.1. If SECLO decides to take one of the measures provided for in Articles 11.2.1, 11.2.2 and 11.3.1 above against the Pro User or its Content, it shall give the Pro User a statement of reasons for that decision.

However, SECLO will not provide the Pro User with said statement of reasons where (i) it is subject to a legal or regulatory obligation not to do so, or (ii) Pro User has repeatedly infringed these Terms.

The Pro User will have the opportunity to challenge SECLO’s decision to delist or remove Items by sending a complaint through the notification system referred to in Article 14. Such complaint will be handled within a reasonable time frame.

11.5.2. If one of the decisions referred to in Articles 11.1, 11.4.2 or 11.5.1 results in the termination of the provision of the whole of the Services to the Pro User, SECLO shall provide the Pro User at least thirty 30 days prior to the termination taking effect.

However, the termination will take immediate effect if:

– SECLO is subject to a legal or regulatory obligation which requires it to terminate in a manner which does not allow to respect that notice period;

– SECLO exercises a right of termination under an imperative reason pursuant to applicable laws;

– the Pro User’s use of the Services violates any laws, regulations or rules of public order or is likely to have serious consequences for the health, safety or legitimate economic interests of other Users or Pro Users;

– breaches have already been reported to the Pro User;

– there is a risk to the security and technical operation of SECLO’s IT system.

12. PERSONAL DATA

12.1. SECLO and the Pro Users are processing some personal data as joint controllers within the meaning of Art. 26 (1) sentence 1 of the General Data Protection Regulation. Processing of personal data in scope of the joint controllership and the responsibilities of SECLO and the Pro User are listed in the “Joint Controllership Agreement for Pro Users” in Appendix 2 of these Terms. The Joint Controllership Agreement for SECLO Pro is concluded between SECLO and each Pro User by conclusion of these Terms and forms an integral part of these Terms.

12.2. Other processing of personal data out of scope of the joint controllership of SECLO and the Pro User is carried out independently and separately by SECLO or the Pro User. For those kinds of data processing, each party is solely responsible for its compliance with applicable data protection (particularly, the General Data Protection Regulation) and privacy laws.

12.3. Pro Users are obliged to delete and not store in any way the personal information they receive from SECLO to execute the transaction with a buyer.

12.3. It is forbidden for Pro Users to process personal data in a way that violates SECLO’s Terms and Conditions or these Terms or applicable laws. SECLO is not responsible for non-compliance of Pro Users with applicable data protection and privacy laws, unless applicable data protection and privacy laws stand against a sole responsibility of the Pro User for such non-compliance.

13. Confidentiality; Publicity; Retention of Rights

13.1. The recipient of any Confidential Information will not disclose such Confidential Information, except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under these Terms, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the disclosure if legally permissible.

13.2. Other than as set forth in these Terms, SECLO retains all right, title and interest in operating the App. Pro User will not sell, lease, sublease, alter or use any assets provided to Pro User under these Terms for any purpose other than the Transactions.

13.3. Pro User may not make any public statement about the relationship contemplated by these Terms without SECLO’s written approval, except when required by law after giving reasonable notice to SECLO.

14. FINAL PROVISIONS

14.1. These Terms are governed by the national law of the Netherlands.

14.2. In the event of a disagreement between SECLO and the Pro User, the Pro User may:

– First, address a written complaint to the Customer Service Department of SECLO using the contact form;

– In the absence of a response from this department within a reasonable period of one (1) month, or if a Pro User is not satisfied with the response provided, said Pro User or SECLO can try to resolve the dispute in an amicable manner, before any dispute can be brought before a Court that has jurisdiction.

14.3. Pro Users may also seek to resort to mediation to settle their disputes with SECLO regarding the provision of the Services through any of the mediators registered with the Dutch Mediation Federation/

SECLO shall bear a reasonable proportion of the applicable mediation costs.

Unless otherwise provided by applicable law, mediation is voluntary and neither the Pro User nor SECLO can be compelled to use it to resolve disputes regarding the Services. This mediation does not affect the rights of SECLO or of the Pro User to initiate judicial proceedings at any time.

14.4. All the notifications, requests and other information between the Pro User and SECLO will be sent as stated in these Terms:

– by the Pro User to SECLO: via the contact form appearing on the App, private messages on the App, email or regular mail, using the contact details listed in Article 14.8 below;

– by SECLO to the Pro User: by email, to the email address provided when registering on the App.

14.5. The Terms do not have the effect of creating a partnership between SECLO and the Pro Users, working relationships, relationships between a commercial agent and the latter’s customer, nor a franchise relationship.

14.6. SECLO may, subject to applicable data protection laws, transfer and/or assign all rights and obligations under these Terms to any third party, in particular in the case of the transfer of a sector of activity, a merger through the foundation of a new company, a merger through absorption, de-merger or any change in control affecting SECLO. Such a transfer releases SECLO for the future. In case SECLO transfers and/or assigns these rights and obligations under these Terms to any third party, the Pro User has the right to immediately terminate its relationship and close its account with SECLO, including these Terms.

14.7. A Pro User may express objections regarding the access, use or operation of the App or the Services through a notification. Notifications must be sent to SECLO using the contact form or by letter to SECLO BV, Stationsplein 45, 3013 AK, Rotterdam, the Netherlands. Please contact us at this address for all legal requests: legal@seclo.nl.