Note Legali

1. Licence

With this licence the User shall not be granted any right exceeding that of using the GTRADE Software according to the provisions of this licence and of the General Terms and Conditions.

With this licence GTS grants to the User the non-exclusive, personal and non transferable right to use the GTRADE Software exclusively to receive the GTRADE services in accordance with the GTRADE General Terms and Conditions, the handbook and the related documentation that will be handed over to the User and may be modified, from time to time, by the sending of updates or by making such amendments accessible to the web address www.gtradesystem.com. All handbooks and technical materials supplied to the User remain ownership of GTS and shall not be sold or transferred to third parties without prior authorization of GTS. The User may make copies of the handbooks and of the documentation only for internal use and shall not be entitled to transfer such copies to third parties.

GTS undertakes to supply free of charge the GTRADE Software to the User provided that the system of the User has the necessary technical features. GTS undertakes to make available free of charge to the User the number of copies of the GTRADE Software necessary for the User to use the GTRADE services. During the term of this agreement, the User shall be entitled to request that additional copies be delivered to him. The User undertakes not to copy or transfer copies of the GTRADE Software to third parties. The User undertakes not to decompile the GTRADE Software except in the cases allowed under the applicable law.

The User undertakes to destroy the copies of the GTRADE Software which it no longer needed.

The User undertakes not to transfer to GTRADE data, routines, programs or viruses which can block or impair the functioning of GTRADE. He further undertakes to access GTRADE via Internet only from systems having the technical features requested by GTS.

2. Intellectual property rights

GTS is the owner of all intellectual property rights related to the GTRADE Software. If such rights belong to third parties, GTS was granted the necessary licence rights. In case third parties claim that GTS infringes their rights when supplying GTRADE Software, GTS may, at its sole discretion, elect to challenge that claim, to modify the GTRADE Software into a non-infringing software or to obtain, at its own expenses, the necessary rights to continue to supply its services. Alternatively GTS may cease supplying the GTRADE services and terminate this licence agreement. GTS shall hold the User harmless against claims of third parties based on an infringement of third parties’ rights by GTS. Should third parties assert such claims against the User, the latter shall immediately notify GTS thereof.

3. Fees

The fees for the use of the GTRADE Software are included in the subscription fee provided for in the GTRADE General Terms and Conditions.

4. Warranty and liability of GTS

GTS warrants that the services will have the features indicated in the technical specification. Any other warranty which is not expressly provided by the GTRADE General Terms and Conditions is excluded. Any warranty as to the interoperability of the GTRADE Software with any other operative and application software is excluded.

Unprejudiced any other provision of the GTRADE General Terms and Conditions limiting the liability of GTS, the latter will not be liable for any direct or indirect damages, included consequential damages, loss of profits or sanctions of administrative character or other, which will be caused to the User following the delivery, the failed delivery or the use of the GTRADE Software or any other use connected to the services to the extent that such damages are not caused by gross negligence or fraud of GTS. The liability for damages caused by auxiliary persons of GTS or suppliers of GTS is excluded. This limitation of liability clause shall apply irrespective of whether such liability arises out of breach of contract, tort or other causes of actions.

5. Termination of the licence agreement

Both parties may terminate this licence agreement in accordance with the provisions of the GTRADE General Terms and Conditions. Further in the case of termination of the contractual relationship between the User and GTS with respect to the participation of the User to GTRADE, irrespective of the reason for such termination, this licence shall be deemed automatically terminated.

In the event of termination, the User shall immediately interrupt the use of the GTRADE Software and shall destroy any copy of the GTRADE Software still in its possession.

6. General provisions

For any issue not expressly regulated in this licence agreement the provisions of the GTRADE General Terms and Conditions shall apply, including those provisions relating to the applicable law and jurisdiction.

GENERAL TERMS AND CONDITIONS FOR GTRADE USERS

1. GTRADE

GTRADE is a service offered by Gtrade System (Suisse) SA., viale Franscini, 6900 Lugano, (hereinafter: “GTS”), a commodity broker. GTRADE is the Internet site through which GTS makes available certain offers (the “Offers”) of its Users (the “Offering Users”), enabling so other Users (the “Interested Users”) to identify any purchase possibilities and to start, with the assistance of GTS, off-line negotiations with a view to concluding the transaction.

Further GTRADE makes available general commercial information that GTS believes to be of interest for the Users.

2. Acceptance of the General Terms and Conditions for GTRADE Users

Only the Users that have accepted these General Terms and Conditions shall be entitled to access to GTRADE. By sending to GTRADE its own data by clicking on the button [Send] at the end of the registration form [Link] and applying therefore for the allocation of a username and a password, the User confirms to accept these General Terms and Conditions.

3. Application of these General Terms and Conditions

These General Terms and Conditions are applicable to the services offered within the framework of GTRADE. Any transactions concluded through the Users further to Offers published on GTRADE shall be exclusively governed by the respective contracts entered into by the parties or the confirmations issued by GTS as broker.

4. Users

Only natural persons or legal entities that have the legal capacity to enter into contracts may apply for registration as Users of GTRADE. GTS may at any time reject the registration. This right shall be exercised by GTS at its sole discretion and without having to indicate the reasons for its refusal. 

5. Access to GTRADE as User and undertakings of the User

The access to GTRADE is possible only with a username and a password and after having installed on the User system the interface software GTRADE (hereinafter the “GTRADE Software”).

The username and the password shall be allocated to the User at the end of the registration procedure. The User undertakes to keep secret the password. The User shall immediately communicate by e-mail to GTS the loss or theft of the password and it shall modify it immediately.

After registration GTS shall send on a data carrier or via Internet to the User one or more copies of the GTRADE Software. The installation and the use of the GTRADE Software shall only be allowed in accordance with the terms of the licence agreement [Link] that is substantial part of these General Terms and Conditions.

The User undertakes to immediately update the data communicated at the time of registration (including the e-mail address) if such data are modified.

GTS reserves the right to block at any time the password and therefore the access of Users that are liable of breach of these General Terms and Conditions.

The User undertakes not to transfer to GTRADE data, routines, programs or viruses which can block or impair the functioning of GTRADE. It further undertakes to accept GTRADE via Internet only from systems having the technical features requested by GTS.

The User is liable for any damage caused to GTS further to its participation to GTRADE or in any other way due to its Offers on GTRADE unless the User gives evidence that such damage was caused by gross negligence or wilful default of GTS. The User shall indemnify GTS against any direct or indirect damage suffered by GTS further to the breach of these General Terms and Conditions.

6. Offers on GTRADE

GTRADE aims at enabling the Offering Users to publish their Offers for transactions. Such Offers shall only be an invitation to negotiate address to Interested Users. Such Offers shall not be deemed binding for the Offering User.

Any transaction shall only be completed after off-line negotiation between the parties with the assistance of GTS as broker. The terms of conclusions and of the transactions between the parties as well as their relationship to GTS (including the obligation to pay a brokerage fee to GTS in the case of conclusion of the contract) shall be exclusively governed by the terms of the respective written contract and/or of the confirmation of GTS.

7. Publication of Offers on GTRADE

In the event that an Offering User intends to request publication of an Offer on GTRADE, it shall send to GTS all necessary data.

GTS undertakes to prepare the Offer for GTRADE and to publish it within [….] days. GTS shall be entitled to determine the form and the graphical presentation of the Offer.

8. Cancellation and modification of Offers upon request of the User

The User shall be entitled to withdraw at any time its Offer. In such case it shall send a cancellation order by e-mail to GTS. GTS shall execute the order within 48 hours.

Also in the case that the Offering User has communicated with the request of publication that its Offer shall be limited in time, the cancellation shall only be executed upon express request of the Offering User.

The Offering User shall be entitled to modify at any time the contents of its Offers. GTS shall publish the Offers modified within 48 hours from its confirmation of modification.

9. Refusal to publish Offers, cancellation of Offers and modification of Offers by GTS

GTS shall be entitled to refuse or cancel at any time the publication of an Offer that it deems at its sole discretion not be acceptable because of its content or object.

GTS reserves the right to cancel all Offers of an Offering User if at its sole discretion GTS regards the participation of such Offering User to GTRADE to be damaging for GTS, the other Users or the GTRADE imagine, e.g. because of lacking of integrity of the Offering User or for the taking part of the Offering User to illegal transactions or because in past transactions the Offering User has breached its contractual obligations or has behaved unfairly towards GTS or other Users.

Further GTS shall automatically cancel an Offer when it is informed that negotiations with another User have been initiated further the publication on GTRADE.

10. Communication of the identity of possible Interested Users

As a rule GTS shall publish the Offers without indicating the identity of the Offering User. GTS shall however be free to determine whether and in which form it communicates the identity of the Offering User.

GTS shall be party to any contract entered into further to an Offer only in its position as broker. GTS does not warrant the performance promised by the Users.

11. Subscription fee

The User undertakes to pay as subscription fee for GTRADE services the fixed amount of CHF ………per month. This amount shall be paid in advance.

In the case the User is in default with the payment, GTS shall block the access to GTRADE of the User. Further, default interest at the rate of 5% p.a. shall be due. The provisions of the respective brokerage contracts shall govern the brokerage fees.

12. Security of data transmitted through GTRADE

GTS does not warrant the security of the data transmitted by the User or included in GTRADE and may therefore not be held liable for any loss or modification of the data or unauthorized access by third parties to data included by the User.

GTS does not warrant that third parties shall not access GTRADE and read, modify or delete data or information or insert viruses that may be transmitted to the User’s system.

The User agrees to the use of the e-mail as communication means.

13. Operation of GTRADE

GTS shall use best effort to ensure that GTRADE is always operational. GTS does however not warrant that there will be no interruption of the operation of GTRADE. GTS shall not be held liable for any interruption of GTRADE.

14. Data protection legislation and promotion of GTRADE

GTS undertakes to process personal data relating to the User in accordance with the Swiss data protection legislation. The User authorizes GTS to use the personal data to the extent this is necessary for the starting of negotiations between the parties as well as the performance of these General Terms and Conditions. In particular the User authorizes GTS to transfer data between Users that have confirmed their interest in a specific transaction.

Each User undertakes to process the personal data received by it in accordance with the application data protection legislation. GTS has no means to verify that all Users comply with such restrictions and shall not be liable for any violation made by Users.

In order to promote GTRADE, GTS is authorized (but not obliged) to use the name and logo of its Users, identifying them as participants to GTRADE. Such use shall be allowed for example in advertising material, on-line and off-line.

15. Data and information published on GTRADE

GTS shall use the best effort to supply updated and correct information. Notwithstanding this, it cannot warrant that the information contained in an Offer or the general commercial information made available on GTRADE are always updated or precise due to reasons not depending from GTS. GTS shall not be liable for any damage suffered by the User because of such differences.

16. Intellectual property

GTS is the owner of all intellectual property rights relating to GTRADE and its components that enable the supplying of the services, such as the GTRADE Software or the structure of databases. If such rights are owned by third parties, GTS was granted the necessary licence rights.

These General Terms and Conditions shall not grant to the User any right exceeding that of using GTRADE and the GTRADE Software in accordance with these provisions.

If third parties claim that GTS infringes their rights, GTS may elect at it sole discretion to challenge that claim, modify GTRADE or obtain the rights necessary to continue supplying the services. Alternatively GTS shall be entitled to stop the supplying of services, in which case GTS shall only reimburse pro rata temporis any subscription fees paid in advance by the User. The reimbursement of any other damage is excluded.

17. Limitation of liability of GTS

Unprejudiced any other provision of these General Terms and Conditions limiting the liability of GTS, the latter shall not be liable for any direct or indirect damage, including consequential damages, loss of profits or sanctions of administrative character or other, which will be caused to the User further to the use of GTRADE, to the extent that such damages are not caused by gross negligence or fraud of GTS. The liability for damages caused by auxiliary persons or suppliers of GTS is excluded. This limitation of liability clause shall apply irrespective of whether such liability arises out of breach of contract, tort or other causes of actions.

18. Term of the GTRADE services

The services of GTS are supplied for an undetermined period of time. GTS may interrupt its services and the User may withdraw from the use of GTRADE at any time. In the event that GTS decides to interrupt the services or to exclude the User from the services for reasons not due to the User, GTS shall reimburse pro rata temporis any subscription fees paid in advance by the User.

In any other case, there shall be no reimbursement of any subscription fees.

19. Amendment to these General Terms and Conditions

The provisions of these General Terms and Conditions (including those relating to the fees payable to GTS) may be modified at any time by GTS that in such case shall publish the amendments on GTRADE at the latest two months before the entering into force of such amendments. If such amendments cause a prejudice to the User, the User shall be entitled to terminate these General Terms and Conditions effective as of the date of entry into force of such amendments, provided however that it sends a termination notice within 30 days from the date of communication by GTS relating to the amendments. In other cases, the amendments shall be deemed accepted.

20. Applicable law and jurisdiction

Swiss law shall govern the relationship between GTS and the Users to the extent that no express provision is provided for in these General Terms and Conditions.

The courts of Lugano, Switzerland, shall have exclusive jurisdiction in connection with any dispute arising between GTS and the Users.