Supply of Goods Terms & Conditions

Supply of Goods Terms and Conditions

Version 7 – Last updated: [20] June 2025

1. Interpretation 
   1. Definitions:

• A person includes a natural person, firm, company or unincorporated body (whether or not that body is treated in law as having a separate legal personality).

• A reference to a party includes its successors and anyone to whom it transfers its rights and obligations in accordance with these Terms.

• A reference to a statute or statutory provision should be read to include any amendments or re-enactments of it. A reference to a statute or statutory provision includes all regulations or other legally binding guidance made under it.

• The terms including, include, in particular, for example or any similar expression have been used to illustrate only and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

• Unless the context otherwise requires the terms us, our, or we are references to the Relevant Nivoda Entity; and 

1. To contact us please use the contact form on our website. To give us formal notice of any matter under these Terms please refer to Clause 14.

1. Status of these Terms 
   1. These Terms apply to Orders made by you and supply of Goods by us to you. The Terms apply to all Orders. When you place an Order, you declare that you have read, understood and agree to be bound by these Terms.
   2. These Terms are agreed between you and the Relevant Nivoda Entity. If no Relevant Nivoda Entity is nominated, the default Relevant Nivoda Entity shall be Nivoda Limited. 
   3. Notwithstanding Clause 2.2, regardless of which entity contracts with you as the Relevant Nivoda Entity under these Terms: 
      1. any loss suffered by or liability owed to any Group Company shall be deemed to have been suffered by or owed to, and recoverable by, the Relevant Nivoda Entity; 
      2. any benefit of these Terms shall be conferred on all Group Companies; 
      3. any obligation on the Relevant Nivoda Entity under these Terms shall be able to be performed on behalf of the Relevant Nivoda Entity by any other Group Company; and 
      4. the Relevant Nivoda Entity shall be entitled to nominate another Group Company to be the Relevant Nivoda Entity under these Terms at any time by notice to you.
   4. This agreement incorporates the Nivoda Feed Centre Terms of Use (the “Feed Centre Terms“) contained herein at Schedule 1 and expressly incorporated into these Terms. Your agreement to these Terms includes your agreement to the Feed Centre Terms, which will apply to your use of the Feed Centre (as defined therein). If you do not agree to the Feed Centre Terms, you must not use the Feed Centre. In the event of any conflict or inconsistency between these Terms and the Feed Centre Terms, the Feed Centre Terms shall apply as regards your use of the Feed Centre specifically, but these Terms will prevail in all other respects.
   5. These Terms apply in addition to any other terms of use or other terms and conditions, policies or guidelines agreed between you and any Relevant Nivoda Entity from time to time, including the website Terms and Conditions, our Privacy Policy and our AML Policy.
   6. In the event of any conflict or inconsistency between any of the provisions described in these Terms and any of the other policies/terms and conditions, the relevant policy/terms and conditions listed first in the following list will prevail:
      1. the Privacy Notice (insofar as it relates to personal data); 
      2. the Memo Terms (insofar as it relates to the use of Nivoda Memo); 
      3. the Nivoda Written in Stone Eternally – WISE Terms (insofar as it relates to your purchase of Written in Stone Eternally – WISE Certified Goods and Written in Stone Eternally – WISE Certificates); 
      4. the AML Policy; 
      5. these Terms; and
      6. the website Terms and Conditions.
   7. We may amend these Terms from time to time. The most recently published version of these terms will apply each time you submit an Order with us. Please check the Platform and Website for any changes to these Terms every time you place a new Order with us.  
   8. By placing an Order with us you confirm that: 
      1. you are able to agree to and perform all the obligations set out in these Terms and any other terms and conditions incorporated by reference or agreed between us from time to time;
      2. in accordance with Clause 7.4 of our Website Terms and Conditions, you also confirm and agree that you are acting on behalf of a bona fide business in the jewellery trade and you are acting wholly in the course of business when placing an order; and 
      3. you are not a Consumer and/or do not act on behalf of a Consumer.
2. The Order Process
   1. When you place an Order, you are offering to purchase the Goods from a Relevant Nivoda Entity on the terms set out in the Order, the Specification and these Terms, which any Relevant Nivoda Entity shall be free to accept or decline in its absolute discretion. 
   2. An Order shall only be accepted when we accept it in writing by email or via the Platform. Our acceptance will identify the applicable Relevant Nivoda Entity. When we accept an Order, a binding legal contract will be formed between you and that Relevant Nivoda Entity and the Customer on these Terms. 
   3. All Orders will be conditional upon (among other things) the Relevant Nivoda Entity receiving confirmation from the relevant Supplier that the relevant Goods are available and confirmation of the Specification, grading, price and estimated delivery times of the Goods. If, having received such information from the Supplier, we become aware of any discrepancy between the description or Specification of the Goods on the Platform, or in the Order and the description or Specification of the Goods confirmed by the Supplier, we will check with the Customer whether or not it wants to proceed with the Order notwithstanding any such discrepancy, and we will not continue with the Order until the Customer confirms its intention to do so.  
   4. If we take payment from a Customer for any Order which we are subsequently unable to fulfil (whether or not the Order is accepted by us), we will refund the Customer to the value of the unavailable Goods or if the Customer agrees, provide alternative Goods. Such refund or replacement will, unless otherwise agreed in writing, be the Customer’s sole and exclusive remedy for any such non-fulfilment. 
   5. The Customer is responsible for ensuring that the terms of the Order and Specification are complete and accurate.
   6. Any samples, drawings or advertising that we or our Group Companies produce and any illustrations contained in the descriptions, catalogues or brochures available on the Platform, are for information purposes only and are provided solely for purpose of giving an approximate idea of the Goods referred to in them to show the type of items which may be available. They shall not form part of the Order nor have any contractual force save to the extent they are expressly incorporated into the Order or Specification.  
   7. For the avoidance of doubt, any Goods available on the Platform from time to time and any quotations for any Goods given by us from time to time shall constitute invitations to treat and not offers to sell. 
   8. When an order is accepted, we will notify the Customer of  the Order number and the estimated delivery or collection date of the relevant Goods. Please quote the Order number whenever you contact us regarding the Goods that form part of that Order.
3. Your Use of the Platform
   1. When you use our Platform you agree to comply with our other policies and terms of use that are made available to you from time to time. 
   2. You may only use the Platform to browse the content for bona fide commercial purposes and to make legitimate purchases. You must not use our Platform other than for commercial purposes and no Consumers are permitted to use our Platform. 
   3. You must not use our Platform for any false, deceptive, speculative or fraudulent purchases for placing orders without genuine intent to complete payment, or to carry out any comparison purchasing. Comparison purchasing is defined as buying several items at once with the intent to compare and only keep part of the Order. 
   4. Reasonable effort is made to ensure that our catalogue, stock list and other information on the Platform is true and up to date. However, we do not guarantee stock availability.
   5. Some Goods characteristics shown on images or videos, including but not limited to size, colour, cut and clarity, may appear different than as seen by the naked eye, depending on your computer hardware, software or screen.
4. Delivery, Title and Risk 

PLEASE READ CLAUSE 5.8 CAREFULLY AND ENSURE THAT YOU COMPLY WITH THE STEPS IT SETS OUT. IT IS IMPORTANT THAT THESE ARE FOLLOWED IN CASE THERE IS A PROBLEM WITH THE GOODS.

1. The costs of delivery will be as displayed to the Customer on our Platform and will, unless stated otherwise, be itemised in the Order.
2. We shall arrange for the Goods to be delivered to, or collected from the location set out in the Order or otherwise agreed in writing  (the Delivery Location). Delivery or collection is completed when the Goods are delivered to, or collected from the Delivery Location or, in the case of collection, when the Goods are signed for by the Customer or any person collecting the Goods on behalf of the Customer. Delivery of Written in Stone Eternally – WISE Certificates shall be subject to Clause 4 of the Nivoda Written in Stone Eternally – WISE Terms. 
3. Risk in the Goods will pass to you, and the Goods will be your sole responsibility, as soon as the Goods are collected or delivered in accordance with Clause 5.2.
4. Where you are purchasing as:
   1. an Advance Pay Customer or Payment On Delivery Customer, we will not be obliged to deliver the Goods unless you have paid us for them, and title to the goods will not pass to you until you have paid us for them;
   2. a Standard Pay Customer, we will start arranging for delivery of the Goods when the Order is accepted, but title to the Goods will only pass to you once you have paid us for them and Clause 5.5 shall apply; or
   3. a Credit Pay Customer, we will arrange for delivery of the Goods during your credit period, provided that we may refuse to deliver or delay delivery of the Goods if you are overdue on any amounts owing by you to any Group Company from time to time. Title to the Goods will pass to you upon delivery in accordance with Clause 5.2, but your continued ownership of the Goods will be conditional upon your timely and prompt payment of the invoice relating to the Goods as it falls due. If you fail to pay the relevant invoice by the due date (in accordance with the credit terms applicable to that invoice) and you have not yet sold the Goods, title will automatically and immediately revert to us without further notice until such time as the invoice is settled, and Clause 5.5 shall apply. 
5. Where risk in the Goods has passed to you in accordance with Clause 5.3 but title to the Goods has not yet passed (or has reverted to us) in accordance with Clause 5.4:
   1. this means that even if the Goods are in your possession or under your control, you do not own them and they are not your property. You are not entitled to sell or otherwise deal with them until you have settled the relevant invoice and title to the Goods has passed (or passed back) to you in accordance with Clause 5.4;
   2. for so long as we hold title to such Goods, we shall have a particular lien as well as a general lien over the Goods and any related documents. Without prejudice to any other right or remedy we may have, we may reserve the right to require you to return the Goods to us immediately, at your own cost and shall be entitled to repossess such Goods if you fail to pay the relevant invoice as it falls due, and you agree to provide us with access to any premises where the Goods are kept, and any other assistance reasonably requested by us, in order to facilitate such repossession; and 
   3. for the avoidance of doubt, our title to the Goods does not in any way affect your obligation to pay us the amounts owing for the Goods. Our repossession of the Goods will not affect your liability to pay us for any loss or damage to the Goods while in your possession and any other loss, damage or costs we incur as a result of your failure to settle the relevant invoice. Accepting the return or repossession of the Goods in lieu of your payment of the invoice amount is at Nivoda’s sole discretion. 
6. Shipment is completed through third party couriers, including: UPS, DHL, Brinks, MalcaAmit, BVC Express, Royal Mail, SFExpress, The Courier Guy and FedEX who may have additional delivery procedures. We reserve the right to refuse shipment to certain international destinations.
7. We recognise that delivery times are important for our Customers and we will endeavour to ensure that all orders are delivered in accordance with the target delivery date. However, all stated delivery times are estimates only, may be influenced by factors outside of our control, and are not guaranteed. In particular, we shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, the fault of the courier, or the Customer’s failure to provide us or the courier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8. We will have the risk in Goods and liability for the delivery of the Goods until they are delivered to or collected by you in accordance with Clause 5.2. For a complaint regarding an incomplete delivery, broken Goods, or defective Goods (including any return or refund request) to be valid, and for us to accept any such risk and liability, the Customer must have fully complied with the following steps:
   1. make sure that you take a video or photograph of the courier handing you the parcel containing the Goods;
   2. check the parcel to see if the seal is intact and that the parcel is undamaged and untampered with. If you see anything to suggest that the parcel has been compromised, including it being damaged, opened, or having a broken seal, etc., do not accept the parcel. It is your responsibility to only accept uncompromised parcels; 
   3. should the exterior of the parcel remain uncompromised, ensure that once accepted, you open the parcel under camera and record a video showing the state of the package and its contents. Customers must include in the recording all items in the parcel, clearly showing the seal being broken and all the contents of the parcel. This video must be an uninterrupted, uncut and unedited (including vis-à-vis the editing of metadata) video taken in one continuous shot. Any cut, editing or interruption in or to the video will render the complaint invalid; and
   4. should the contents of the parcel require returning to us, such Goods must be returned in accordance with Clause 6.7.
9. We shall not be liable in any way for any damaged, impaired or incomplete consignments (or any claims regarding the same) if the Customer has not fully complied with the requirements of Clause 5.8. Failure to comply with the video evidence requirements shall result in the forfeiture of any and all rights to return, refund or replacement for the applicable Goods, regardless of any contrary term expressed elsewhere in these Terms.
10. In case of (a) missing item(s), please send us a message via the support page on our website or via your account on the Platform, clearly describing the issue and adding the video evidence as a link or attachment.
11. Subject to Clause 17, if we fail to deliver the Goods, our liability to the Customer shall be limited to (as we decide)  either: (i) refunding to the Customer the total paid by the Customer for the Goods; or (ii) arranging for replacement Goods of a substantially similar description and quality to be sent to the Customer. 
12. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

1. Cancellation and Returns

PLEASE READ THIS CLAUSE CAREFULLY TO ENSURE THAT YOU UNDERSTAND CHARGES THAT MAY BE INCURRED AND COMPLY WITH THE PROCEDURE SET OUT WHEN MAKING A RETURN. 

• Orders may not be cancelled or withdrawn by the Customer except where expressly agreed in writing (including under these Terms). If, where permitted, you cancel an Order, this may negatively impact your rating on the Platform and your ability to secure the best rates on our Platform going forward. Nivoda retains the right to reject any cancellation request once an Order is accepted, and the Customer shall remain liable for all associated costs incurred up to the date of cancellation, including Supplier fees, handling fees, costs, currency losses, or any lost margin. 

1. The Customer may, at any time before we accept an Order, cancel an Order by written notice to us. We may but shall not be obliged to accept cancellation requests made after we have accepted the Order, provided that in these circumstances (in addition to any other right or remedy we may have) the Customer shall promptly pay us all costs that we have reasonably incurred in fulfilling the Order up until the date of the cancellation.
2. Nivoda does not offer free returns. All returns are subject to applicable return fees and conditions, as disclosed on the Customer’s Platform dashboard, checkout interface, or returns interface, as applicable. Nivoda reserves the right to update the display of such fees at its sole discretion.From time to time, and entirely at our discretion, we may permit Customers to return eligible Goods (excluding Goods purchased using Memo or otherwise designed as non-returnable). Applicable return fees shall be disclosed on your Platform dashboard (the “Return Allowance“) checkout interface, or returns interface, as applicable. Nivoda reserves the right to update the fee display mechanisms at its sole discretion.. Return Allowances are discretionary, non-contractual commercial arrangements which may be modified, suspended or withdrawn by us at any time without prior notice or liability. For the avoidance of doubt, Memo Goods are not covered by any Return Allowance and shall be governed strictly in accordance with the Memo Terms. 
3. Shipping fees are set out in your Platform dashboard, and are non-refundable in cases where the Goods are returned. 

1. Returns shall only be accepted for Goods that are specified as returnable. You are not able to return Goods which are specified as non-returnable. Unless specifically indicated, required by law or agreed in writing, we retain full discretion as to whether to accept returns for refund, credit, exchange, or any other purpose. 

1. You accept and agree that in the case of Custom Jewellery, we will only accept returns in proven cases of manifest manufacturing error which results in the jewellery being materially different to the designs provided by you in accordance with these Terms. In the event of any dispute we shall have sole discretion to decide whether a manifest manufacturing error has occurred.
2. For returns to be accepted:
   1. you must contact our support team via email, WhatsApp or the live chat function on the Platform to receive a return label and to arrange collection if required;
   2. the Goods must be returned as received (as evidenced in accordance with Clause 5.8), securely packed with the order number and original certificate or original Written in Stone Eternally – WISE Certificate (as applicable) included in the parcel; 
   3. the Goods must be handed to the courier on camera and such footage must be unedited, uninterrupted and held by you for at least 14 days. During this time, Nivoda retains the right to request the video from you; and
   4. the Goods must be returned to the Relevant Nivoda entity within the timeframe indicated to you on the Platform dashboard or otherwise in writing. Goods are deemed to have been returned to us: 
      1. if you use a courier arranged through the Platform, when the Goods are passed to the courier;
      2. if you use a drop off point, when the Goods are accepted by the drop off point; and
      3. if you arrange for your own delivery, when the Goods are successfully delivered to and accepted by a Relevant Nivoda Entity. For the avoidance of doubt, you shall be fully responsible for any damage to the Goods sustained during such transit, 

provided, in each case, that the other relevant requirements set out above have been met.

1. 1. Credit Notes. The Relevant Nivoda Entity may, at its sole discretion, issue a credit note to the Customer in respect of Goods returned to the Relevant Nivoda Entity, or as a referral bonus or first-purchase incentive. Unless otherwise specified, it shall expire 6 months from its date of issue, and any unused balance thereon shall be automatically forfeited thereafter.Credit notes are non-transferable, not valid for payment of any amounts other than future orders, and may not be redeemed for cash, in whole or in part. The Relevant Nivoda Entity shall have no obligation to provide any notice to the Customer of the impending expiry of a credit note. In the event of any conflict between a credit note and the Terms and Conditions, these Terms and Conditions shall govern. 

• Where you return Goods in accordance with this clause (and in particular the  steps outlined at Clause 6.7, we will undertake quality checks on the returned Goods to check that the Goods have been returned in the same condition that they were sent. If the Goods:

• pass our quality checks, we will issue you a credit note in respect of the price paid or payable for the Goods returned (excluding any deductions made according to this clause 6, shipping costs and other fees); or

• do not pass our quality checks, we will not accept the return, in which case: (i) the Goods will be returned to you (and you will be liable for the associated shipping costs; and (ii) you will remain liable for the price of the Goods in accordance with these Terms. 

• Any return or refund right is strictly conditional upon compliance with the Specific Payment Terms and these Terms. Any overdue balances shall render return rights voidable at our sole discretion, including any Memo arrangement. 

1. Certificates
   1. When you order a certified diamond, gemstone and/or any piece of jewellery, we ship it to you with the accompanying diamond/gemstone certificate or grading report (only if available). Subject to clause 7.3, these certificates are provided by our Suppliers and third-party grading agencies and we do not guarantee and cannot take any responsibility or accept any liability for the contents or accuracy of such reports and certificates. 
   2. Subject to clause 7.3: (i) the content of the certificate or report does not constitute our opinion and is not endorsed by us; and (ii) the contents of the certificates and reports are based on observations, interpretations and standards of the respective independent laboratories. These standards and observations can differ from lab to lab and on a case by case basis. They should not be relied upon as the sole basis of your decision to purchase the Goods.
   3. When you order Written in Stone Eternally – WISE Certified Goods, you will receive a Written in Stone Eternally – WISE Certificate with the Written in Stone Eternally – WISE Certified Goods. The Nivoda Written in Stone Eternally – WISE Terms will apply in respect of all Written in Stone Eternally – WISE Certificates and, to the extent that the Nivoda Written in Stone Eternally – WISE Terms conflict with this clause 7, the Nivoda Written in Stone Eternally – WISE Terms will prevail. 
2. Quality  
   1. We warrant that on delivery, the Goods shall conform with the Order and any Specification.
   2. We will not be responsible if the Goods do not conform with the Order and any Specification if this results from:
      1. something you have done to the Goods or your failure to exercise all due care in handling, storing and maintaining the goods;
      2. any attempted repair or modification to the Goods other than agreed with us;
      3. fair wear and tear, deliberate damage, carelessness, negligence, improper use or abnormal storage or working conditions;
      4. changes made to the Goods to ensure they comply with applicable statutory or regulatory requirements subject to Clause 8.3 below; or
      5. you are not able to prove that any such defect or non-conformance was present upon delivery, by complying with the steps set out in Clause 5.8.
   3. Where the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements, we will endeavour (but do not undertake) to notify you in advance and, if reasonably practicable, to give you the choice of whether to go ahead with the Order or to cancel it.
   4. We expressly limit our warranties to the Goods’ conformity with the Order and Specification. Any other warranties, terms or representations (including those which may be implied by statute or common law) are excluded to the fullest extent permitted by law.
   5. These Terms shall apply to any repaired or replacement Goods supplied by a Relevant Nivoda Entity.
3. Price and payment  

PLEASE READ THIS CLAUSE CAREFULLY TO ENSURE THAT YOU UNDERSTAND THE IMPLICATIONS, COSTS AND CHARGES ASSOCIATED WITH YOUR PURCHASE OF THE GOODS. THIS INCLUDES THE CONSEQUENCES OF NON-REPAYMENT (FOR EXAMPLE SOFT-CREDIT SEARCHES), WHICH MAY DIFFER DEPENDING ON THE PAYMENT METHOD SELECTED. 

1. The Order shall set out the price of the Goods and confirm the type of payment terms to follow for that specific Order (as selected by you from the options available, with the payment term options to be granted at our discretion which may change from time to time), plus any additional fees which may be applicable to your Order (including any Written in Stone Eternally – WISE Fee) and will be communicated to you at checkout. 
2. The general payment terms set out in this Clause 9 will apply to all Customers. In addition, specific payment terms (in each case, the “Specific Payment Terms“, as relevant) apply where you purchase goods under or as:
   1. an Advance Pay Customer, see Clause 9.18; 
   2. a Standard Pay Customer, see Clause 9.19;
   3. a Credit Pay Customer, see Clause 9.20; or 
   4. a Payment On Delivery Customer, see Clause 9.21.
3. You are responsible for providing us with accurate, complete, and up to date identification and KYC information as set out in the AML policy. You agree to indemnify us for any costs, expenses, liabilities we may suffer or incur as a result of you providing us with inaccurate, incomplete or out of date information, including any sales taxes, or other taxes, duties or levies. In the case of non-compliance with KYC policies, we reserve the right to take action including suspension  of platform access. 
4. We shall be entitled to invoice the Customer for each Order on or at any time after an Order is placed, subject to the Specific Payment Terms. Each invoice will identify the relevant Goods and show the price of the Goods (which may either be all inclusive or broken down to show any service or payment fees, at our discretion), any shipping costs and any taxes charged. Invoices will also show any late payment interest or other amounts charged in accordance with these Terms (if applicable). 
5. We may invoice you ourselves or through any other Group Company. To the extent an invoice is sent by a Group Company which is not the same as the Relevant Nivoda Entity with whom the Customer has made its contract, you shall still be obliged to make payment to the invoicing Group Company and we hereby acknowledge and agree that payment to the Group Company which has issued the invoice will discharge the Customer’s payment obligations under these Terms. 
6. We may, by giving notice to the Customer at any time before confirmation, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
   1. an increase of the price made by the Supplier of the Goods on the Platform;
   2. any factor beyond our control (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
   3. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
   4. any delay caused by any instructions of the Customer or failure of the Customer to give us adequate or accurate information or instructions.
7. The price of the Goods excludes amounts in respect of value added tax or similar sales taxes applicable in any jurisdiction (VAT), which the Customer shall additionally be liable to pay us if applicable at the prevailing rate. VAT will be itemised on your invoice if and as applicable. 
8. All invoices should be paid in accordance with the Specific Payment Terms. We reserve the right to cancel, amend or suspend any pending Orders until all overdue sums are paid to us (or any of our Group Companies). Any cancellation of Orders may result in your rating being affected on the Platform. Multiple cancellation of Orders may lead to you being permanently banned from using the Platform.
9. The prices of Goods displayed on the Platform are based on a US Dollar price (the List Price). You may choose to view indicative prices and receive an invoice in any of the currencies available in the Platform settings (the Chosen Currency). 
10. Foreign exchange rates are determined by the applicable interbank currency exchange rates at the time when invoices are raised, not at the time that Orders are placed. We take such interbank rates and add a margin up to 0.3% as will be communicated to you on the Platform to cover our costs. Accordingly, you acknowledge and agree that: 
    1. Chosen Currency prices displayed at the time you place an Order are given for information and are only an estimate of the List Price converted to the Chosen Currency; and
    2. your Order constitutes an irrevocable offer to purchase the relevant Goods at the List Price, as converted to the Chosen Currency according to the interbank currency exchange rate which applies at the time the relevant invoice is raised, plus a margin up to 0.3% which shall be communicated to you on the Platform.
11. We reserve the right to change List Prices at any time. We reserve the right to cancel an Order, in whole or in part and at any time, if we reasonably determine or are informed by the relevant Supplier that there has been a material error in the List Price that has been set for any Goods. You will receive a refund for any amounts paid in respect of any such cancelled Order. This will be your sole remedy in respect of such cancellation. 
12. If you do not make payment by the applicable due date for payment as determined by these Terms, we reserve the right (in addition to any other rights we may have, including the right to charge interest on the overdue amount) to charge as an additional fee any costs, liabilities or depreciation in value that we may suffer or incur as a result of adverse changes in the foreign exchange rate between the List Price and the Chosen Currency in the period from the due date for payment until payment is actually received by us. Should any payments due remain unpaid for 15 days or more from the date of the payment due, you shall be blocked from making any additional Orders until such invoice is settled in full in accordance with the payment terms contained in this Clause 9.
13. Exchange rates may fluctuate substantially. We recommend that you make timely payment to reduce your exposure to fluctuating exchange rates.
14. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved, provided that: (i) you must still make payment on any undisputed amount(s); and (ii) if you incorrectly dispute an invoice, you will be charged interest on the correctly invoiced sums from the original due date at the rate(s) set out in the Specific Payment Terms. 
15. The Customer shall pay all amounts due under each invoice in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us or any other Group Company by the Customer against any amount payable to the Customer by any Group Company.
16. The Customer shall be liable for any financial loss suffered by us for any violation by the Customer of the Specific Payment Terms, including misuse of our credit card payment options. Any such violation shall entitle us at our discretion (and without limiting any other right or remedy available to us) to suspend or delete your account and charge you for any costs incurred by the Relevant Nivoda Entity plus interest on such amount and, if relevant, any costs of debt recovery (including any third party debt recovery agents) and/or repossession in accordance with clause 5.5. 
17. We reserve the right to modify, remove and/or introduce new: 
    1. payment terms, and 
    2. Specific Payment Terms,

under this Clause 9 at our sole discretion.

• Advance Pay Customer Terms

1. 1. 1. Invoices for Goods for Advance Pay Customers will be issued upfront, at the point an Order is placed. Acceptance of an Order for Advance Pay Customers is conditional upon such invoice first having been being settled in full, and for the avoidance of doubt this means that we will take no steps to confirm an Order or deliver the Goods until we are in receipt of payment in full for the relevant Goods or have received confirmation of cleared funds from any relevant third party payment provider. 
      2. Invoices issued for Advance Pay Customer Orders must be settled in full and in cleared funds within 2 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Relevant Nivoda Entity or through such other payment method detailed on the invoice. 
      3. We reserve the right to cancel any Order until the relevant invoice is paid and we do not guarantee the availability of the Goods until such invoice is settled. In rare circumstances, Goods may be sold by a Supplier to a third party before we are able to process receipt from the Customer and pay the Supplier accordingly. In such circumstances, we will notify the Customer if the Goods requested are no longer available and, if applicable, will refund the relevant fees to the Customer.
      4. If you are an Advance Pay Customer for an Order which we do not subsequently accept, the Relevant Nivoda Entity shall refund Advance Pay Customer for such payment and this shall be the Customer’s only right and remedy.
      5. If you are offered a discount for paying as an Advance Pay Customer but you fail to settle an invoice by the due dates specified herein, you will forfeit your right to that discount and will be obliged to pay the non-discounted price. 

• Standard Pay Customer Terms

1. 1. 1. Invoices for Orders will be issued to Standard Pay Customers once the relevant Goods from that Order are dispatched. 
      2. Invoices issued to Standard Pay Customers must be settled in full and in cleared funds within 3 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by us or through such other payment method detailed on the invoice. 
      3. Standard Pay Customers failing to make any payment due to us in accordance with the relevant invoice by the due date for payment shall be liable to pay non-compounded interest on the full amount of the overdue sum until payment thereof (whether before or after judgment) at a rate of 0.2% per day, or other such amount as communicated to you through the Platform or agreed between us in writing, which shall accrue daily and be immediately payable together with the overdue sum. 
      4. If a Standard Pay Customer makes payment for an Order which we do not subsequently accept, we shall refund the Customer using Standard Pay for such payment and this shall be the Customer’s only right and remedy. 
      5. If you are offered a discount for paying as a Standard Pay Customer but you fail to settle an invoice by the due dates specified herein, you will be obliged to pay a late fee (currently at a rate of 0.2% per Business Day as may be amended from time to time). 

• Credit Pay Customer Terms 

1. 1. 1. We will invoice Credit Pay Customers for an Order once the relevant Goods from that Order have been dispatched. 
      2. Credit Pay Customers shall have the option to pay invoices within a selected credit period of 30, 60 or 90 calendar days from the date of invoice (as applicable, subject to the credit terms agreed with each Customer to be determined at our sole discretion and as made available to that Customer through the Platform and stated in the relevant Order). The selected credit period for Credit Pay Customers may attract an additional charge which shall be communicated to Customers at checkout when placing their Order and which will need to be accepted by Customers as part of the checkout process to be eligible as Credit Pay Customers. 
      3. Payment of invoices shall be made to the bank account nominated in writing by us or by such other payment method as may be set out in the relevant invoice.  
      4. Credit Pay Customers failing to make any payment due to us in accordance with the relevant invoice by the date falling 3 Business Days from the due date for payment, then the Customer shall pay non-compounded interest on the full amount of the overdue sum until payment thereof (whether before or after judgment) at a rate of 0.2% per day, or other such amount as communicated to you through the Platform or agreed between us in writing, which shall accrue daily and be immediately payable together with the overdue sum. 
      5. If you have received a discount for paying on shorter credit terms (e.g. 30 days rather than 60 or 90), you will be obliged to pay a late fee (currently at a rate of 0.2% per Business Day as may be amended from time to time). 
      6. For the avoidance of doubt, our credit offering is offered at our absolute discretion and shall be subject to any restrictions or conditions as we may decide from time to time. We do not make any promise, warranty or representation: (i) that you will be offered the ability to transact as a Credit Pay Customer, (ii) regarding the credit payment terms that may be available to you as a Credit Pay Customer, or (iii) that we will continue to offer credit terms to you. We may at any time remove or restrict our credit offering to any and/or all users, for any or no reason.
      7. The credit terms offered to Credit Pay Customers may be facilitated by us or our Group Companies or through a third party credit provider (a BNPL Service Provider). Where we use a third party BNPL Service Provider:
         1. you may be required to agree to separate terms with us or with such BNPL Service Provider), the terms and charges of which will be communicated to you at the time and which must be accepted by you in order for you to be eligible to transact as a Credit Pay Customer; 
         2. we and the BNPL Service Provider have the right to obtain, verify and record information that identifies and authenticates you and your funding sources, by carrying out periodic soft credit checks with credit reference agencies for the purposes of determining your eligibility; 
         3. you agree to the use by us or the BNPL Service Provider of credit reference agencies (each, a CRA) in order to assess your eligibility for credit and payment services. You acknowledge and agree that when a CRA receives a search from us or a BNPL Service Provider to assess your eligibility, the CRA will place a soft quotation search footprint on your credit report, regardless of whether you progress any application. This search will not affect your ability to gain credit;
         4. you may need to provide us or the BNPL Service Provider with certain personal data in order to assess your eligibility and for other purposes including fraud prevention and identity verification. The manner in which we and the BNPL Service Provider will use this personal data is set out in our privacy policy or the privacy policy of the BNPL Service Provider (which will be part of, or referred to in, your separate agreement with them); and
         5. if you make a purchase for goods or services as a Credit Pay Customer, and we use a BNPL Service Provider to facilitate that transaction, you acknowledge and agree that the BNPL Service Provider may undertake a search with a CRA which will leave a hard search footprint on your credit report. 
   2. Payment On Delivery Customer Terms

• Invoices for Goods will be issued to Payment On Delivery Customers when the Goods relating to your Order are ready for collection. 

• Collection of the Goods for Payment On Delivery Customers is conditional upon such invoice first having being settled and cleared in full, and for the avoidance of doubt, this means that we will not allow collection of the Goods and you will not be entitled to collect the Goods until we are in receipt of payment in full for the Goods. 

• Payment shall be made by transfer of cleared funds to the bank account nominated in writing by us or through such other payment method detailed in the invoice. 

• We reserve the right to cancel any Order until the relevant invoice is paid and we do not guarantee the availability of the Goods until such invoice is settled. In rare circumstances, Goods may be sold by a Supplier to a third party before we are able to process receipt from the Customer and pay the Supplier accordingly. In such circumstances, we will notify the Customer if the Goods requested are no longer available and, if applicable, will refund the relevant fees to the Customer.

• If a Customer using Payment On Delivery fails to pay us the amount due to in accordance with the relevant invoice for more than 3 Business Days after being notified that the Goods are ready for collection, we reserve the right to cancel the relevant Order.

• If a Payment On Delivery Customer makes payment for an Order which we do not subsequently accept, we shall refund the Customer for such payment and this shall be the Customer’s only right and remedy.

• Purchasing Limits

1. 1. Once your account is verified with us, we will determine, at our sole discretion, the maximum amount of Goods you will be able to purchase from the Relevant Nivoda Entity (the Purchasing Limit or Credit Limit). Your Purchasing Limit may be separate from any Consignment Limit (as defined in the Memo Terms) and if so an aggregate limit may also apply across your Purchasing Limit and Consignment Limit. Any applicable limits will be communicated to you through our Platform and you will be able to view the amount of any limit remaining. 
   2. All pending Orders and invoiced Goods will reduce your Purchasing Limit on a rolling basis, until the renewal of your Purchasing Limit by us, with such renewals to be determined at our sole discretion. You are required to stay within your Purchasing Limit and you will be blocked from making any purchases over such Purchasing Limit assigned to you.
   3. We reserve the right to make any changes to a Customer’s Purchasing Limit from time to time. 

• Jewellery

1. 1. 1. Where you purchase unfinished jewellery via the Platform, it shall be your sole responsibility to hallmark such Goods, unless you include the hall marking add-on during checkout (where available), in which case we will facilitate the hallmarking. Where you purchase finished jewellery via the Platform, such Goods shall be delivered to you with all hallmarking requirements already satisfied in respect of the jurisdiction where the sale takes place. For the purposes of this Clause 10.1, unfinished jewellery shall include any semi-mount or mount jewellery. 
      2. We offer a 1-year warranty on jewellery purchased via the Platform against proven defects in materials and workmanship. During this warranty period, we will repair or replace (in each case at our absolute discretion) any jewellery which suffers from a clear manufacturing defect, provided this warranty shall not extend to defects as a result of your use of the Goods and shall only apply to Goods which are returned to us in accordance with Clause 5.8. For the purposes of proving any defect, you must be able to demonstrate your full compliance with the provisions set out in Clause 5.8. If you or any other person arranges for any jewellery purchased via the Platform to be repaired or modified by another vendor, your warranty in respect of such goods as set out in this Clause 10.2 shall be void.
      3. Any custom jewellery designs uploaded to the Platform must comply with all applicable laws. In particular, you hereby warrant that any design that you upload to the Platform for the purposes of manufacturing Custom Jewellery shall not infringe upon the intellectual property rights of any third party. 
      4. Where your custom jewellery design is accepted for manufacture, and where you agree to pay the quote communicated to you via the Platform, you will be required to pay for the Custom Jewellery in accordance with the applicable Specific Payment Terms or as otherwise agreed in writing.
      5. You shall not be entitled to return any Custom Jewellery except in clear cases of manifest error by the Supplier. For the avoidance of doubt, this includes instances where the Custom Jewellery clearly does not meet the design specifications or where the jewellery is faulty. Where there is a dispute as to whether an error has occurred, we shall decide this in its sole discretion. If we agree that such an error has occurred, we shall accept the return of the item and issue the appropriate refund to you.
      6. We endeavour to ensure that each listing relating to jewellery on the Platform accurately discloses any precious metals present in the Goods or other allergen information. However, we cannot guarantee that listings will be accurate. It is your sole responsibility to notify your customers who are end-users of the jewellery of the disclosed metal composition and allergen information. We recommend that end-users conduct suitable allergy tests before any jewellery is worn. 

• Repairs and Resizing

1. 1. You may be entitled to submit repair or resizing requests via our support function on the Platform from time to time in respect of jewellery previously purchased via the Platform.
   2. Where your request to repair or resize such jewellery is accepted, and where you agree to pay the price communicated to you via the Platform or otherwise, you agree to pay such amount in accordance with the Specific Payment Terms or as otherwise agreed in writing. 
   3. Any jewellery that is repaired or resized in accordance with this Clause 11 shall be covered by the 1-year warranty as set out in Clause 10.2, commencing on the date on which you accept delivery of the repaired or resized jewellery. For the avoidance of doubt, such warranty shall be void if you or any other person subsequently arranges for such jewellery to be repaired or modified by another vendor.
   4. Unless otherwise agreed, we shall be responsible for any loss or damage to the Goods while such Goods are in our possession or anyone instructed on our behalf. 
2. Limitation of Liability  
   1. Nothing in these Terms shall limit or exclude our or any Group Company’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. any matter in respect of which it would be unlawful to exclude or restrict liability.
   2.  Subject to Clause 12.1:
      1. we shall not (nor shall any Group Company) under any circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profit profits, sales, opportunity, anticipated savings, contracts, or business, (ii) loss of use of or corruption of software, (iii) loss of damage to goodwill or reputation, (iv) or any indirect or consequential loss arising under or in connection with these Terms including in connection with any claims or disputes relating to allergic reactions or (save as expressly stated hereunder) quality issues in respect of Goods; 
      2. we shall not (nor shall any Group Company) under any circumstances whatsoever be liable to the Customer for any matter which would have been covered by our assumption of the risk and liability for defective and/or damaged Goods, but for the Customer’s failure to fully comply with the terms of Clause 5.8; and
      3. our (and any Group Company’s) total aggregate liability to the Customer in respect of any and all claims and other losses or liabilities arising under or in connection with:
         1. any Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods that were the subject of that Order;
         2. any repair or resizing completed in accordance with Clause 11, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the price of the Goods that were the subject of that repair or resizing (as applicable).
3. Indemnity

You shall, indemnify, defend, and hold harmless us and/or any Group Company and any of our or their, employees, Suppliers, or other partners from any losses, costs, damages, liabilities, and expenses, arising out discontinued access to the site or a third-party claim related in any way to (a) a transaction on the Platform, or (b) unauthorised access to or use of the Platform through your account.

1. Communications Between Us
   1. When we refer to “in writing” in these Terms, this includes email, messages sent via the online form on the website or via the communication system on the Platform. 
   2. If you want to contact us, you must do so in writing delivered personally, sent by pre-paid first class post or other next Business Day delivery service, email, online form or via the Platform.
   3. A notice or other communication under these Terms is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt;
      2. if sent by pre-paid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or
      3. if sent by email (including online form), at 9.00 am the next Business Day after transmission.
   4. The sender of any notice must be able to show, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
   5. The provisions of this Clause 14 shall not apply to the service of any proceedings or other documents in any legal action.
2. Assignment 
   1. The Relevant Nivoda Entity may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms.
   2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Terms without the prior written consent of the Relevant Nivoda Entity.
3. Confidentiality
   1. You must keep all sensitive or confidential information about our Platform, or the business, affairs, customers, prices, clients or Suppliers of the Relevant Nivoda Entity and/or other Group Companies (together Confidential Information) confidential; and you must not disclose it to any third party, except as permitted by Clause 16.2.
   2. You may disclose Confidential Information:
      1. to your employees, officers, representatives or professional advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under these Terms, provided that such recipients are bound by confidentiality obligations at least as stringent as set out herein; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that you have given us reasonable prior written notice of such disclosure (to the extent permitted by law).
   3. You must not, and hereby undertake not to, use Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with these Terms.
4. Force Majeure

Other than in respect of the Customer’s payment obligations, neither party shall be in breach of these Terms nor be responsible for any failure or delay in performing any of its obligations under these Terms if such delay or failure result from a Force Majeure Event. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 2 months, the unaffected party may terminate the relevant contract formed by these Terms by giving 30 days’ written notice to the affected party. 

1. Entire Agreement 
   1. These Terms, together with the other terms, conditions, schedules and policies referred to herein, constitutes the entire agreement and understanding between the Relevant Nivoda Entity and the Customer relating to the sale and purchase of the Goods and supersedes any prior agreement, draft agreement, arrangement or understanding (whether in writing or not and whether express or implied) between the parties relating to the same.
   2. The Customer acknowledges and agrees that it is not entering into an agreement to buy the Goods in reliance upon, and hereby waives any right it might otherwise have to rely upon, any term communicated by, endorsed upon, delivered with or contained in the Platform or any documents other than the Order and the Specification.
2. Failure to exercise rights 

Delay by either party in exercising rights under these Terms or at law, not exercising those rights, or only partially exercising those rights, does not mean that the party loses those rights.

1. Severance

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision of these Terms is deemed deleted under this Clause 20 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

1. No Partnership or Agency
   1. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
   2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
2. Rights and Remedies
   1. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and do not restrict, any other rights or remedies available under any other provisions of these Terms or otherwise available by law.
3. Third Party Rights
   1. With the exception of our Group Companies, no third party shall have any right to rely on or enforce any of the provisions of these Terms.
4. Governing Law
   1. These Terms, their subject matter and their formation (and all Orders, non-contractual disputes or claims) are governed by English law. 
   2. The courts of England and Wales shall have exclusive jurisdiction over these Terms, save that a Relevant Nivoda Entity may decide at its option to bring a claim against the Customer in any other jurisdiction.
   3. For U.S. transactions only: Any dispute arising from transactions involving goods sold or delivered by any individual or company listed at nyddc.com/list shall be resolved exclusively by arbitration before the Diamond Dealers Club, Inc. (“DDC”) in New York City under its rules. You agree to DDC’s jurisdiction, to be personally bound by any award, and waive any forum objections. This clause survives termination.

Schedule 1

NIVODA FEED CENTRE – TERMS OF USE

• Background

• These terms of use (the “Terms“) set out the basis on which we, Nivoda Limited, a company registered in England and Wales with company number 10736332 whose registered office is at 3rd Floor Rear Office, Hatton Garden 63-66, London, England, EC1N 8LE (“Nivoda“, “we“, “our” or “us“), licence you, the undersigned (“you“, “your“), to use the software currently known as ‘Nivoda Feed Centre’ (whether the same is made available as a software product as a CSV or other data file, download link through an application programming interface (“API“), Shopify plugin or otherwise) and its associated functionality (the “Feed Centre“). 

• The Feed Centre allows you to view and display a rolling feed of certain goods which are from time to time listed for sale on the online marketplace operated by Nivoda at Nivoda.com and via our app (the “Platform“) on a maximum of one website owned and operated by you and which is targeted at consumers only. 

• The licence referred to in Clause 1.1 is limited, terminable, non-transferable, personal, and non-exclusive and is subject always to these Terms.

• Changes to these Terms

• We may change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce to the Feed Centre from time to time. 

• We will give you notice of any such changes and your continued use of the Feed Centre following such changes shall constitute your acceptance of these Terms as so amended. 

• If you do not accept the notified changes you will not be permitted to continue to use the Feed Centre.

• Requirements and Warranties

• Without prejudice to Clause 8.2, we do not make any warranty or representation that the Feed Centre will work for you. In order to use the Feed Centre, you must ensure that you are capable of meeting any minimum technical requirements and that you undertake any required configuration and integration steps.

• By using the Feed Centre or otherwise agreeing to these Terms, you represent and warrant that you:

1. 1. 1. 1. are a business in the jewellery trade and are using the Feed Centre only for business to consumer sales and only for bona fide business purposes;
         2. have the power and authority to enter into and be bound by these Terms; 
         3. shall use the Feed Centre only as permitted by these Terms, any applicable laws, regulations or codes of practice, and any reasonable usage guidelines we publish from time to time; 
         4. have exercised your own independent judgment about whether the Feed Centre is right for you, place no reliance on the contents of the Feed Centre, and are otherwise happy to use the Feed Centre in accordance with the caveats and disclosures made in Clause 8.2 below; and
         5. will not do or say, or omit to do or say, anything which may negatively impact the business or reputation of Nivoda, our Platform or the Feed Centre. 

• Changes to the Feed Centre

• From time to time we may update the Feed Centre to improve performance, enhance functionality, reflect changes to the underlying hardware, software and operating system(s), address security issues or for any other reason at our discretion. Sometimes we ‘push’ these updates through automatically, and sometimes we may ask you to take steps to update the version of the Feed Centre you use. 

• If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Feed Centre. 

• Security and Privacy

• We only use any personal data we collect through your use of the Feed Centre (if any) in the ways set out in our privacy policy. 

• Whilst Nivoda takes measures to ensure the integrity and security of data, please be aware that internet transmissions are never completely private or secure and that any information you send or receive using the Feed Centre may be read or intercepted by others, even if encrypted.

• Restrictions

You agree that you will:

• not transfer or sublicense your rights to use the Feed Centre to anyone else, whether for money, for payment in kind or for free (and that you will not rent, lease, sub-license, loan, provide, or otherwise make available, the Feed Centre in any form, in whole or in part to any person without prior written consent from us);

• not copy the Feed Centre, its code, or any content therein except as part of the normal use of the Feed Centre, and not engage in any web scraping, screen scraping or similar practices to copy, extract or repurpose any such code or content;

• not translate, merge, adapt, vary, alter or modify, the whole or any part of the Feed Centre or permit it to be combined with, or become incorporated in, any other programs, except as necessary to use the Feed Centre in the ordinary course of business and as permitted in these Terms;

• unless expressly permitted by law, not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Feed Centre;

• not use the Feed Centre in any unlawful or immoral manner, for any unlawful or immoral purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Feed Centre;

• not infringe our intellectual property rights or those of any third party in relation to the Feed Centre; 

• not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Feed Centre;

• not use the Feed Centre in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

• not collect or harvest any information or data from the Feed Centre or our systems or attempt to decipher any transmissions to or from the servers or databases running or communicating with the Feed Centre (other than in the ordinary course of using the Feed Centre).

• Intellectual property

• All intellectual property rights in and to the Feed Centre and the content transmitted by it, throughout the world, belong to us (or our licensors). You have no intellectual property rights or other rights in, or to, the Feed Centre other than the right to use it in accordance with and subject to these Terms.

• Limitations on Liability

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so, including for:

1. 1. 1. death or personal injury caused by Nivoda’s negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. any matter in respect of which it would be unlawful for Nivoda to exclude or restrict liability.

This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. In all other situations our liability will be limited as set out in this Clause 8.

• You acknowledge and agree that:

1. 1. 1. in providing the Feed Centre, we act only as a conduit between you and certain sellers on our Platform who have granted feed access to the goods they list for sale on our Platform. Those sellers may restrict or revoke such access at their discretion and at any time, and we therefore do not guarantee the availability (or continued availability) of any information or data feed;
      2. we provide the Feed Centre on an ‘as is’ basis: we do not make any warranty or representation about the Feed Centre (including but not limited to its performance, uptime, functionality or fitness for any particular purpose). All implied terms, whether by statute or under common law, are accordingly excluded and disapplied to the extent permitted by law; 
      3. we do not require you to use the Feed Centre – you must make your own decision as to whether the Feed Centre is right for you, and you bear any and all risk associated with your decision to use the Feed Centre; 
      4. the content and data which you might receive using the Feed Centre is not provided or vetted or moderated directly by us; it is uploaded by the sellers and Suppliers on our Platform and we make no warranty or representation as to its accuracy or completeness and you should not place any reliance on that data and content; and
      5. all goods which are stated as being for sale listed on or through the Feed Centre are not offers to sell – they are only invitations to treat. This means, among other things, that you have no right to buy such goods and we are not obliged to sell such goods to you unless and until such sale is separately and finally agreed through our Platform. Accordingly, you must not offer for sale any of the goods listed on or through the Feed Centre unless and until you have separately and finally concluded the purchase of those goods through our Platform (at which point our standard terms and conditions of sale will apply). 

• This Clause 8 is without prejudice to any limitation on our liability which may be included in any other agreement between us (for example the terms and conditions which you may have agreed to regarding use of our Platform). 

• Subject to the foregoing provisions of this Clause 8, we will under no circumstances be liable for:

1. 1. 1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss of business opportunity, goodwill or reputation; 
      5. any other indirect or consequential loss or damage; or
      6. any loss to the extent it flows from any breach by you of these Terms or any other agreements or terms and conditions made between you and us.

• Without prejudice to the foregoing provisions of this Clause 8, our total aggregate liability to you in respect of any and all claims and other losses or liabilities arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the higher of: (i) any amounts you have paid us for access to the Feed Centre; and (ii) £1. 

• Termination

• Your right to use the Feed Centre is at our discretion and we may end your rights to use the Feed Centre at any time for any or no reason by: (i) notifying you; or (ii) remotely disabling your access to the Feed Centre. 

• If we end your rights to use the Feed Centre: 

1. 1. 1. 1. you must stop all activities authorised by these Terms, including your use of the Feed Centre; and
         2. you must delete or remove the Feed Centre from all devices in your possession.

• If we cancel or suspend your right to use the Feed Centre because you have breached these Terms, such suspension or cancellation is without prejudice to any other right or remedy that may be available to us

• General 

• This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this agreement, provided that a seller on our Platform may rely on these Terms with our prior written consent.

• We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

• The Feed Centre is controlled, operated, and administered by Nivoda from London, United Kingdom. We make no representation that the Feed Centre and/or its content are or will be available for use at other locations outside of the United Kingdom and access to them from territories where such access is illegal is prohibited. You are responsible for checking and complying with the local laws in your jurisdiction, and (without prejudice to the generality of the foregoing) you may not use the Feed Centre in violation of U.S. export laws and regulations or any sanctions in place by the United States, United Kingdom, UNSC Sanctions Committee or European Union. 

• These Terms are governed by English law and you submit to the jurisdiction of the English courts.

• For U.S. transactions only: Any dispute arising from transactions involving goods sold or delivered by any individual or company listed at nyddc.com/list shall be resolved exclusively by arbitration before the Diamond Dealers Club, Inc. (“DDC”) in New York City under its rules. You agree to DDC’s jurisdiction, to be personally bound by any award, and waive any forum objections. This clause survives termination.