Terms of use

These terms

These terms govern access to and use of souqoconnect.com and of the SouqoConnect platform. By using either, you accept them. If you do not accept them, do not use the service

Where you accept these terms on behalf of a company, you confirm that you have authority to bind it, and you in these terms then means that company

Who we are

This information is published in compliance with Article 10 of Ley 34/2002 on information society services and electronic commerce

Definitions

• Platform: the SouqoConnect software, its modules and its interfaces
• User: any person or company that accesses the site or the platform
• Supplier: a producer or wholesaler that lists goods on the platform
• Buyer: a business that places an order through the platform
• Listing: a product record published by a supplier
• Order: a purchase placed by a buyer against a listing
• Payment partner: the licensed payment institution that provides escrow and settlement
• Certification body: an organisation that issues halal certificates and maintains a register of them

What SouqoConnect is

SouqoConnect is an information society service that brings wholesale buyers and producers together and gives them tools to complete a cross-border transaction. It consists of four modules

• Market, a catalogue where suppliers publish range, prices and terms and buyers request quotations and place orders
• Verify, which reconciles a halal certificate against the register of the body that issued it, and checks the admissibility of a product category and origin for import into the European Union
• Pay, which coordinates settlement executed by a licensed payment partner and, where applicable, by an authorised bank in the supplier country
• Track, which aggregates consignment status, temperature records and an estimated time of arrival, and prepares customs documentation for filing by a registered representative

What SouqoConnect is not

These boundaries are material. They define what we are responsible for and what we are not

• We are not a certification body. We aggregate data from official sources and reproduce the status held in an issuer's register at the moment of the query. We do not assess or confirm that goods comply with religious requirements, and we never issue a certificate
• We are not a payment institution. We act as a registered agent of a licensed payment institution and coordinate the legs of a settlement. We do not hold client funds in our own accounts and we derive no income from holding them
• We are not a customs representative. We prepare and pre-populate documentation and check it for completeness. The customs declaration is filed by a registered representative and origin documents are issued by the competent authority of the exporting country
• We are not a party to the sale. We do not take title to goods, we do not warrant their quality and we do not act as buyer, seller or agent of either
• We are not a carrier. Transport is performed by the operators the parties appoint

Who may use the service

The platform is offered to businesses only. To use it you must be at least 18 years old, act in the course of a trade or profession, and represent a company that is lawfully registered and trading

The service is not offered to consumers within the meaning of the Spanish consumer protection legislation, and it is not available where its use would breach a sanctions regime or an export control applicable to you or to us

Accounts and security

• Information you give at registration must be accurate, complete and kept up to date
• Credentials are personal to the individual they are issued to and may not be shared
• You are responsible for activity carried out under your account
• You must notify us without delay at info@souqoconnect.com if you suspect unauthorised access

We may require documentary evidence before admitting a counterparty, and we may refuse or withdraw admission where that evidence is not provided or does not check out

Supplier undertakings

By publishing a listing you undertake that

1. You hold the right to sell the goods and they are free of third-party encumbrance
2. Every listing is accurate, including composition, ingredient list, packaging, origin and the establishment of production
3. Any halal certificate you present is genuine, in force, and its scope covers the goods listed under it
4. You notify us without delay if a certificate is suspended, withdrawn or amended
5. The goods comply with the food law of the European Union applicable to them, and with the requirements of the destination market
6. You will supply the documentation required for import within the time the transaction allows

An ingredient list is a mandatory field on a product record. Where a recipe brings an item under the regime for products of animal origin, the listing may be refused or withdrawn

Buyer undertakings

1. You are purchasing for the purposes of your business and not for resale to consumers in breach of any labelling obligation that falls on you
2. You will carry out the checks that a prudent importer carries out, and will not rely on the platform as your sole source of assurance
3. You will meet the payment terms of the order you place
4. You will inspect a consignment on arrival and raise any claim within the period the sale contract provides

The sale contract is between users

When a buyer places an order and a supplier accepts it, a contract of sale is formed between those two parties. SouqoConnect is not a party to it

The commercial terms of that contract, including specification, price, quantity, delivery term, packaging, inspection and claims, are agreed between the parties. Where the platform records those terms, it does so as evidence of what the parties agreed and not as a term imposed by us

Disputes about the goods or their delivery are between the buyer and the supplier. We will make available the transaction record we hold, and may assist in good faith, but we do not arbitrate and we do not underwrite the outcome

Verification and its limits

Verify reports the status held in the register of the issuing body at the moment of the query, together with the time at which that result was obtained. It also reports the position of a product category and origin against European Commission lists and the TRACES system

What that means in practice

• A positive result confirms what the official source stated at that moment, and nothing more
• Registers are maintained by third parties. They may be incomplete, delayed or temporarily unavailable, and we do not control their accuracy
• A result is not a guarantee that goods are halal, that a consignment will clear customs, or that an authority will reach the same conclusion
• Where automated access has not been established with a body, checking is carried out against public registers, with manual review

Verification does not relieve a buyer of its own duty of diligence as an importer, nor a supplier of its responsibility for the goods it sells. We hold professional indemnity insurance in respect of this activity

Payments and settlement

Escrow and settlement are provided by a licensed payment institution. Funds are segregated by that institution in accordance with the Payment Services Directive and are governed by its own terms, which you accept separately when you use the service

• Escrow is mandatory for a transaction with a supplier you have not traded with before, and optional otherwise
• Funds are released to the supplier when the release condition of the order is met, normally confirmation of delivery
• Where the supplier country operates exchange controls, the leg into the supplier account is executed by an authorised bank in that country under a domiciled contract. We coordinate the two legs, we do not execute them
• Settlement times published on this site are indicative and depend on banks and on exchange control procedures outside our control

Logistics and customs

Consignment status is aggregated from freight visibility platforms, carrier data feeds and entries made by the consignor, the forwarder or the customs representative. The source of each entry is shown to the buyer

An estimated time of arrival is an estimate. It is calculated from historical data for a given origin, category and point of entry, and it is not a commitment as to when goods will arrive

We prepare and pre-populate documentation and check a pack for completeness. Filing is performed by a registered customs representative, and origin certificates are issued by the competent authority of the exporting country. Responsibility for the accuracy of the underlying facts rests with the party that supplies them

Fees and taxes

Fees applicable to your use of the platform are those published or agreed in writing when you register, and they are stated exclusive of value added tax unless expressed otherwise

Each party is responsible for the taxes and duties that fall on it. Import duty, value added tax on importation and any levy on the goods are the responsibility of the importer of record

We may change fees on 30 days written notice. A change does not affect an order already confirmed

Acceptable use

You must not

• Publish false, misleading or fraudulent information, or a certificate you are not entitled to present
• Use the platform to circumvent an exchange control, a sanction, an export control or an import restriction
• Extract, scrape or reproduce the catalogue or any part of the database systematically
• Interfere with the operation of the service, probe it for vulnerabilities without written authorisation, or attempt to access another user's data
• Use the service to launder the proceeds of crime or to finance terrorism
• Contact counterparties met through the platform in order to move an order off it, where a fee would otherwise be payable

Intellectual property

The platform, its source code, its design, its databases, the SouqoConnect name and mark and all material on this site belong to SouqoConnect, S.L. or to its licensors. Nothing in these terms transfers any of it to you

You are granted a limited, non-exclusive, non-transferable and revocable right to use the platform for its intended purpose while your account is in good standing

Content you upload remains yours. By uploading it you grant us a non-exclusive licence to host, reproduce, translate and display it as far as is necessary to operate the service and to perform the transactions you have asked us to support

Availability and development status

The platform is being built and released in stages. Modules and functions described on this site may not yet be available, and their sequence and timing may change

We aim to keep the service available continuously, but we do not warrant uninterrupted or error-free operation. Access may be suspended for maintenance, for security, or because a third-party register, payment partner or data feed is unavailable

Where a module is not connected, the corresponding step is completed manually by an operator. A module that is not available does not block a transaction that can proceed without it

Liability and indemnity

The service is provided as it stands. To the fullest extent permitted by law we exclude implied warranties of merchantability, fitness for a particular purpose and non-infringement

We are not liable for

• The quality, safety, legality or halal status of goods sold through the platform
• The performance, solvency or conduct of any other user
• The accuracy, completeness or availability of a third-party register, data feed or public list
• A decision of a customs, sanitary or certification authority
• Loss of profit, loss of business, loss of contract, loss of goodwill or any indirect or consequential loss

Where we are found liable, our aggregate liability in any twelve-month period is limited to the total fees you paid us in that period, or to five thousand euro, whichever is the greater

Nothing in these terms excludes or limits liability for fraud, for wilful misconduct, for gross negligence, for death or personal injury caused by negligence, or for any liability that cannot lawfully be limited

You will indemnify us against any claim, loss or expense arising from your breach of these terms, from information you published, or from goods you sold or purchased through the platform

Suspension and termination

You may close your account at any time by writing to us. Closing an account does not cancel obligations under an order already confirmed

We may suspend or terminate access, with immediate effect where the circumstances require it, if you breach these terms, if information you provided proves false, if a certificate you presented is withdrawn, if a sanctions or anti-money-laundering check requires it, or if a competent authority so directs

Sections that by their nature survive termination continue to apply, including intellectual property, liability, indemnity and governing law

Personal data

Personal data is processed as described in the privacy policy, and cookies as described in the cookie policy. Both form part of these terms by reference

Where a user acts as controller of personal data that we process on its behalf, a separate data processing agreement applies and prevails over this section to the extent of any conflict

Changes to these terms

We may amend these terms to reflect a change in the service, in our partners or in the law. The version and date at the top of this page identify the text in force

Registered users are notified of a material change by email at least 15 days before it takes effect. Continuing to use the platform after that date constitutes acceptance. If you do not accept, you may close your account before the change applies

Governing law and jurisdiction

These terms are governed by Spanish law

Any dispute arising from them or from use of the platform is submitted to the exclusive jurisdiction of the courts of the city of Barcelona, Spain, and both parties expressly waive any other forum that might correspond to them

If a provision of these terms is held invalid or unenforceable, it is severed and the remainder continues in force

Contact

Questions about these terms go to info@souqoconnect.com, or to the registered office given in section 2