1. INTRODUCTION

1.1 These are the terms and conditions on which we operate the Marketplace.

1.2 Please read these terms carefully before you use the Marketplace. These terms tell you who we are, how the Marketplace is operated and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.3 These terms and conditions (the “Terms”) incorporate and should be read in conjunction with our Privacy Policy. Our Privacy Policy informs you as to how we look after your personal data when you use the Marketplace and tells you about your privacy rights and how the law protects you.

1.4 We may occasionally release new services for the Marketplace, including new tools and features. Your use of new services will be governed by these Terms from the moment they become available.

1.5 These Terms govern the relationship and, together with the information you provide to us, form a legally binding agreement between you and us. These Terms and our Privacy Policy set out your rights and obligations in respect of the Marketplace. Please read them carefully before using the Marketplace If you do not agree with these Terms, you must stop using the Marketplace immediately.

1.6 We may occasionally update these Terms and we will notify you by posting a prominent notice on the Marketplace where we do so in a significant way. By using the Marketplace, you agree to be legally bound by these Terms as updated from time to time.

2 DEFINITIONS AND INTERPRETATION

2.1 The following terms shall have the meanings set out in these Terms:

2.1.1 “RSM” means Robotics Solutions Marketplace;

2.1.2 “Marketplace” means: (i) the robotics-solutions.com website; and/or (as applicable); (ii) all RSM services available to registered Clients at robotics-solutions.com;

2.1.3 “Client” means a representative of a company registered to use the services available on the Marketplace.

2.1.4 “Vendor” means a Client that is using the Marketplace to offer its robots or associated services to Buyers;

2.1.5 “Buyer” means a Client that is using the Marketplace to source robots or associated services from Vendors; and

2.1.6 “Intellectual Property Rights” means (a) copyright, rights related to or affording protection similar to copyright (including moral rights), rights in databases, patents and rights in inventions, trademarks, service marks, rights in internet domain names and website addresses, goodwill and rights to sue for passing off or unfair competition and other rights in trade names, designs, know-how, trade secrets and other rights in confidential information; (b) applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and; (c) all other rights having equivalent or similar effect in any country or jurisdiction.

2.1.7 All brands and trademarks named on the operator’s online services and potentially protected by third parties are subject in full to the provisions of the applicable trademark law and the rights of the respective copyright owners. The mere mention of a name does not imply that no third party rights are affected.

2.2 When we use the words “writing” or “written” in these terms, this includes emails.

3 INFORMATION ABOUT US AND HOW TO CONTACT US

3.1 We are Total Electronics Solutions LTD., a company registered in Israel with our registered office at Halutzey Hataasia 114, Haifa, Israel. Our VAT number is 514756865.

3.2 You can contact us by calling our customer service team at +972 4 840 1563 or by writing to us at support@robotics-solutions.com or T.E.S. Group, Halutzey Hataasia 114,  Haifa, Israel.

3.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us.

4 REGISTRATION

4.1 You may access certain parts of the Marketplace without creating an account. In this case, you will nonetheless be bound by these Terms.

4.2 You will need to register with us in order to use the RS Marketplace and certain other services available on the Marketplace. You can initiate the registration process via a clearly marked button on the home page and the “Sign in” page of the Marketplace.

4.3 Approval of registration applications is solely at RSM’s discretion.

4.4 By applying for registration on the Marketplace you are warranting to us that: (i) you are at least 18 years old; (ii) you have not previously had a registration application declined or account involuntarily terminated; (iii) you do not already have an account for the Marketplace; and (iv) you are using the Marketplace for commercial purposes only.

4.5 Registration applications must be made using your corporate email address from the organization you represent.

4.6 We may restrict your access to the Marketplace to such parts as are relevant to your membership type and/or the services requested or provided by your organization.

4.7 You must keep your login details confidential and must not allow anybody else to access your account.

4.8 You are solely responsible and liable for all activities undertaken by your account.

4.9 If you submit inaccurate information to the Marketplace, we may suspend or terminate your account.

4.10 We may suspend or terminate any accounts which we deem to be in violation of any of these Terms.

4.11 You may terminate your account voluntarily by contacting support@robotics-solutions.com.

4.12 Where your account is terminated, your personal information shall be deleted.

5 MARKETPLACE USE

5.1 You may not:

5.1.1 use the Marketplace in any improper or unlawful manner or for improper or unlawful purposes;

5.1.2 act in a manner that would cause damage to us, the Marketplace or another Client or Account Holder.

5.2 You must comply with any instructions that we give regarding your use of the Marketplace.

5.3 You are responsible for the actions of any person logging into the Marketplace using your account details.

5.4 You may not post or submit any content to the Marketplace which:

5.4.1 is discriminatory, racially offensive, abusive, offensive, threatening, intimidating, inaccurate, incomplete, obscene, profane, sexually explicit, harassing or illegal;

5.4.2 infringes any other person’s rights, including Intellectual Property Rights and right of privacy;

5.4.3 is inaccurate, misleading, untruthful or defamatory;

5.4.4 contains information, images, portraits, photographs, videos or audio of any other person without their consent;

5.4.5 contains any information which can be used to identify you, including your name, address, contact information or details of your employer except where clearly permitted on the Marketplace;

5.4.6 is intended to solicit or obtain information about another Client;

5.4.7 contains advertising or promotional content except where clearly permitted on the Marketplace;

5.4.8 contains harmful viruses, worms or other software;

5.4.9 contains a link to illegal or inappropriate material; or

5.4.10 consists of any similar activities to those described above.

5.5 The Marketplace is for commercial use only. It may not be used by individuals in their capacity as consumers.

5.6 Any robot found on the Marketplace should not be considered an endorsement of any Client or a recommendation to do business with them. You should satisfy yourself before contacting or conducting business on the RS Marketplace.

5.7 Clients should report any suspected misuse of the Marketplace to support@robotics-solutions.com.

5.8 The robotics-solutions Marketplace is solely for matching Buyers and Suppliers. We shall have no involvement in, or liability (howsoever arising) for, any subsequent communications or dealings between Buyers and Suppliers outside of the Marketplace.

6 ROBOTS – VENDORS

6.1 To post availability of a Robot or associated service, RS Marketplace will enter the relevant information provided by the Vendor in the admin section of the vendor store of the Marketplace.   

6.2 You may not knowingly submit any inaccurate or misleading information to the Marketplace. This includes asset specifications and company accreditations and certifications.

6.2.1. Dummy values may not be used in fields intended to hold technical data.

6.2.2. The Vendor is obligated to exclusively use authentic photos of the robot. The use of dummy images such as “photo to be inserted” or the use of corporate logos instead of photos of machinery is prohibited. Also prohibited is the use of catalog photos of a machine where copyright is owned by a third party.

6.2.3. Only offers for specific robots shall be added to the database, and only under the condition that a meaningful description is provided together with technical data for the relevant products.

6.3 You are responsible for keeping the information in your postings (including technical information and availability to the market) up to date and delete a product immediately from your shop once it is not available anymore.

6.4 You may not have more than one posting for the same Robot live at any time.

6.5 You are responsible for your postings and we will have no liability for any content that you provided to RSM and that RSM posted for you.

RSM however reserves the right to add missing basic and publicly available information to an individual robot on sale on the Marketplace. The seller is obliged to check the accuracy of this information immediately after receiving the information about the publication of the robot on the RS marketplace. RSM is not responsible and shall not assume any liability for the accuracy of this information.

6.6 We may remove or refuse to accept any postings that we deem inappropriate or incompatible with these Terms. Our decision in this regard shall be final.

6.7 RSM is a marketplace platform for Buyers and Vendors who agree to our commission terms. We will only participate in any negotiations at the specific request of the parties involved. If needed Vendors will conduct their own negotiations directly with Buyers and will make their own legal, practical and other arrangements regarding the sale of a Robot to a Buyer all the while agreeing to our commission terms.

6.8 RSM makes no representation or warranty of any kind regarding Buyers. Vendors will conduct business with Buyers at their own risk.

7 ROBOTS – BUYERS

7.1 You should complete an online enquiry form to provide the Marketplace with the information required.

7.2 You may only use the Marketplace to make genuine enquiries for firm requirements. We shall be entitled to delete all enquiries we have reason to suspect are not genuine. We may terminate the account of any Client who submits a non-genuine enquiry.

7.3 You may not use the Marketplace to conduct market surveys or price checks.

7.4 We may restrict the number of searches that a Buyer can carry out in a given time period. Buyers will be informed of the maximum number that it can make in a specific period.

7.5 RSM is a marketplace platform for Buyers and Vendors who agree to our commission terms. We will only participate in any negotiations at the specific request of the parties involved. If needed Vendors will conduct their own negotiations directly with Buyers and will make their own legal, practical and other arrangements regarding the sale of a Robot to a Buyer all the while agreeing to our commission terms.

7.6 RSM makes no representation or warranty of any kind regarding Vendors. Buyers will conduct business with Vendors at their own risk.

8. Robotics Marketplace – COSTS AND PAYMENTS

8.1 The Marketplace operates on a commission base for Vendors and Buyers. These commission terms specify RSMs remuneration.

8.2 There is no charge to Vendors for listing their Robots on the Marketplace and making them searchable by Buyers.

8.3 Vendors whose Robots match a buying request will receive a notification email asking them to log in to their account to view the details. Vendors wishing to be introduced to the Buyer are bound to agree to commission terms that specify RSM’s remuneration should the Vendor secure the Buyer’s business. Agreement to the commission terms by email is valid. If a Vendor is unsuccessful there is no fee payable to RSM. Noncompliance to these terms will lead to the immediate termination of the cooperation. It is at the discretion of the RSM Marketplace to take legal action.

8.4 Clients who terminate their accounts or whose accounts are suspended or terminated due to breach of these Terms are required to fulfill their obligations to RSM in relation to business initiated through the Marketplace. This includes payment of agreed commission due to RSM and settlement of our outstanding invoices. 

8.5 Our invoices are generated automatically using the address, full official billing name and other Client information provided at registration and during the purchasing process. It is therefore important that this information is entered fully and correctly. Any errors in this information shall not give a Client grounds for non-payment or late payment of an invoice. Payment is due immediately. No product will be shipped without prior payment.

8.6 RSM accepts payments in USD and EUR. The Client is responsible for paying any charges that incur for currency conversion or transfer of funds in settlement of our invoices.

8.7. The online selling price does not include VAT or other taxes, insurance or shipping cost. These cost must be paid by the Buyer.

9 INTELLECTUAL PROPERTY

9.1 All Intellectual Property Rights in and to the Marketplace shall remain our property, with the exception of Client submitted content containing that Client’s Intellectual Property Rights.

9 .2 Where you upload any content containing your Intellectual Property Rights to the Marketplace, you grant us for the duration of your participation the right to display, manage and store your Intellectual Property Rights as part of – and to advertise your products on – the Marketplace. We are under no obligation to compensate you for any use we make of your Intellectual Property Rights under these Terms.

9.3 If you print off, copy or download any part of the Marketplace in breach of these Terms, your right to use the Marketplace will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

10 LIMITATION OF LIABILITY

10.1 Nothing in these Terms limits or excludes our liability for:

10.1.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

10.1.2 fraud or fraudulent misrepresentation; or

10.2 Subject to paragraph 10.1, we will not be liable to you, whether in contract, delict, tort, breach of statutory duty, or otherwise in connection with these Terms for:

10.2.1 loss of profits;

10.2.2 loss of sale or business;

10.2.3 loss of agreements or contracts;

10.2.4 loss of anticipated savings;

10.2.5 loss of use or corruption of software, data or information;

10.2.6 loss or damage to goodwill; and

10.2.7 any indirect or consequential loss.

10.3 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Marketplace.

10.4 Where permitted by law, we shall have no liability to you in respect of your use of the Marketplace.

11 DISCLAIMERS

11.1 We do not make any representation or warranty of any kind, either express or implied in relation to the Marketplace or any content, products and services provided through it including, without limitation, any warranties in relation to fitness for a particular purpose or in relation to the quality, completeness, accuracy or reliability of the Marketplace and all content, products and services provided through it.

11.2 Without limiting the generality of paragraph 11.1, you acknowledge and agree that Robots and associated services are provided by our Clients and not by us. We have no control over, nor do we accept any responsibility or liability for, any issues you may encounter with them.

11.3 We do not guarantee that the Marketplace will always be available or error free, that defects will be corrected, or that the Marketplace or the server that makes it available are or will be always free of viruses or other harmful components.

11.4 The representation or omission of geographic entities on the Marketplace should not be interpreted to give any opinion on our part of the legal status of any territory, its authorities or the delimitation of its boundaries.

11.5 We reserve the right to withdraw or discontinue any product or service at any time at our sole discretion.

12 THIRD PARTY LINKS AND RESOURCES

12.1 Where the Marketplace contains links to other sites and resources provided by third parties, these links are provided for your information only.

12.2 We assume no responsibility for the conduct of other Clients or the content of websites linked to on the Marketplace. Links to websites should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage arising from your use of linked websites.

13 LINKING TO OUR WEBSITE

13.1 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.

13.2 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.

13.3 The Marketplace must not be framed on any other site, nor may you create a link to any part of the Marketplace other than the home page.

13.4 We reserve the right to withdraw linking permission without notice.

14 VIRUSES

14.1 We do not guarantee that our Marketplace will be secure or free from bugs or viruses.

14.2 You are responsible for configuring your information technology, computer programs and Marketplace to access the Marketplace. You should use your own virus protection software.

14.3 You must not misuse the Marketplace by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Marketplace, the server on which our Marketplace is stored or any server, computer or database connected to our Marketplace. You must not attack the Marketplace via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence. 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 our Marketplace will cease immediately.

15 CONFIDENTIALITY

15.1 You undertake that you will not at any time disclose to any person any confidential information about the Marketplace or our business, affairs, Clients or Vendors.

15.2 For the avoidance of doubt, the existence and purpose of the Marketplace shall not be considered confidential information for the purposes of paragraph 15.1..

16 GENERAL

16.1 We may require Clients and prospective Clients to provide evidence of their status as a business in the form of a VAT number or other evidence. To comply with our legal obligations, we may also require you to provide documentation for certain other purposes connected with your use of the Marketplace, including verification of your identity and confirmation that we are not prohibited from dealing with you.

16.2 It is your responsibility to ensure that you comply with any sanctions or embargoes put in place by your government or international bodies when conducting business with any country, company or individual that you connect with through the Marketplace.

16.3 You shall indemnify us for any loss incurred by us in connection (i) your use of the Marketplace; and (ii) your failure to comply with these Terms.

16.4 We may add, edit or delete data associated with you, the Client or its assets in order to maintain or enhance the quality and functionality of the Marketplace.

16.5 We may remove the Marketplace, cease the provision of any of the services made available through it, or terminate your membership of the Marketplace and the agreement between you and us at any time in our sole discretion for any reason.

16.6 These Terms and our Privacy Policy set out the entire agreement between us and replace any previous agreements and understandings.

16.7 These Terms do not create or infer any rights that are enforceable by any person who is not party to them.

16.8 Oral ancillary agreements do not exist. Any notice or communication given under or in connection with these Terms must be in writing. For the avoidance of doubt, communication by email is valid.

16.9 You may not transfer any rights or obligations under these Terms to any other person.

16.10 Where one part of these Terms is unenforceable, it shall not affect the validity of the rest of these Terms.

17 APPLICABLE LAW

17.1 These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the law of Israel. We both agree to the exclusive jurisdiction of the Israeli courts.