Terms of Service

1. Who we are and who these terms bind

LEDMarketplace is operated by [registered company name — to be confirmed], a company registered in [country of incorporation — to be confirmed] under registration number [company registration number — to be confirmed], VAT number [VAT number — to be confirmed], with its registered office at [registered office address — to be confirmed] ("LEDMarketplace", "we", "us", "our").

These Terms of Service ("Terms") form a binding agreement between us and any legal entity ("you", "User") that registers for or accesses the platform. By creating an account you confirm that (a) you are acting in the course of a business and not as a consumer, (b) you have authority to bind the company you represent, (c) that company is duly registered and engaged in legitimate commercial activity, and (d) you are at least 18 years old. If you do not agree, do not use the platform.

Because the platform is strictly business-to-business, consumer protection rules — including statutory rights of withdrawal — do not apply to your use of it.

These Terms apply alongside our Privacy Policy and Cookie Policy, which are incorporated by reference.

2. The service

LEDMarketplace is an intermediary B2B marketplace that connects buyers of LED display products with verified manufacturers and distributors ("sellers"). We facilitate introduction and negotiation; we are not a party to any contract of sale concluded between a buyer and a seller, and we neither buy, sell, import, nor take title to any product listed.

All communication between a buyer and a seller during the quote process is routed through, and reviewed by, our support team before it is forwarded. Both sides should assume that everything they submit through the platform is read by us for compliance purposes.

We reserve the right to modify, suspend, or discontinue any part of the service. Where a change materially reduces the functionality you rely on, we will give reasonable advance notice unless the change is required for security, legal, or urgent operational reasons.

3. Account and KYC

To transact on the platform you must complete our Know Your Customer ("KYC") verification. This requires accurate and current information about your company, including registration documents, VAT details, and bank account details used for invoicing.

• You are responsible for the accuracy of everything you submit. Providing false or misleading information is grounds for immediate suspension.
• KYC approval is at our sole discretion, may be refused without reasons being given, and may be revisited at any time. We may request further documentation whenever we consider it necessary.
• You must keep your credentials secure and are responsible for all activity carried out under them. Accounts are issued to a company, not to an individual; you must not share credentials outside your organisation.
• You must keep your company details up to date, and tell us promptly if your registration, VAT status, ownership, or address changes.
• Notify us immediately at [email protected] if you suspect unauthorised access to your account.

4. Quote workflow

Quoting runs in five stages, each subject to review by our support team:

1. Request — a buyer submits a quote request for a listed product, specifying quantity, delivery requirements, and any other relevant conditions.
2. Review (inbound) — we review the request for completeness and policy compliance before forwarding it to the seller.
3. Seller response — the seller submits an offer, including unit price, currency, lead time, and payment terms.
4. Review (outbound) — we review the offer before forwarding it to the buyer.
5. Buyer decision — the buyer accepts or rejects the offer. On acceptance we prepare the order record with the agreed delivery estimate, address, and payment method.

An offer is an invitation to contract and may be withdrawn or amended before it is accepted. Unless the offer states otherwise, it lapses if it is not accepted within 30 days.

Our review at each step is limited to format, completeness, and platform policy. We do not verify, endorse, or guarantee the accuracy, feasibility, or commercial merit of any request or offer, and our forwarding of a message is not approval of its content.

5. Orders

When a buyer accepts a seller's offer, a binding contract of sale is formed directly between the buyer and the seller on the terms of that offer. LEDMarketplace is not a party to that contract and accepts no liability for its performance, breach, or non-performance.

Sellers are solely responsible for fulfilling accepted orders in accordance with the accepted offer, applicable law, and any separate supply agreement between the parties — including conformity of goods, warranty, certification, packaging, and export documentation. Buyers are solely responsible for payment, for import duties and customs clearance, and for providing accurate delivery information.

Disputes about an order — quality, delay, damage, non-payment — are between the buyer and the seller. We may, at our discretion and without obligation, provide the parties with the records we hold about the transaction, but we do not arbitrate, adjudicate, or guarantee any outcome.

6. Pricing, tax and currency

Prices shown on the platform are set by sellers and are indicative until confirmed in an offer. Unless expressly stated otherwise, prices exclude VAT, duties, and any other tax, and exclude shipping, insurance, and installation. Currency and any applicable Incoterm are as stated in the offer.

Each party is responsible for its own tax position, including determining the correct VAT treatment of a cross-border supply and issuing valid invoices. LEDMarketplace does not provide tax advice.

We do not process payments between buyers and sellers and we do not hold funds in escrow. Payment is settled directly between the parties outside the platform unless expressly agreed otherwise in writing.

7. Platform fees

Registering, listing, and requesting quotes are currently free of charge for all users.

We may introduce fees for some or all parts of the service in future. If we do, we will publish the fee schedule and give at least 30 days' notice by email before it takes effect; fees will never apply retroactively to quotes or orders concluded before that date. If you do not accept a new fee, your remedy is to stop using the paid part of the service and, if you wish, to close your account.

8. Product listings (sellers)

Sellers may list products for quoting subject to our review and approval. By submitting a listing you warrant that:

• You own or have the right to sell the products described.
• All specifications, images, technical data, and certifications are accurate, current, and not misleading — including pixel pitch, brightness, refresh rate, IP rating, and power consumption figures.
• The products comply with all applicable laws, standards, and certification requirements (for example CE/UKCA marking, RoHS, WEEE, and EMC where relevant) for the markets you offer to supply.
• You hold or have licensed all intellectual property rights in the listing content, and its display on the platform infringes no third party's rights.
• You can supply the products in the quantities and lead times you represent.

You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, and display listing content for the purpose of operating and promoting the platform. We may reject, unpublish, edit for format, or remove any listing at our discretion, with or without prior notice.

9. Acceptable use

You agree not to:

• Use the platform for any unlawful, fraudulent, or deceptive purpose.
• Circumvent the platform — including exchanging contact details in order to move a negotiation off-platform, or soliciting a counterparty you discovered here for transactions outside it — where the purpose is to avoid platform fees, review, or obligations.
• Upload malicious code, probe or scan the platform, attempt to gain unauthorised access, or interfere with its operation or security.
• Scrape, harvest, or systematically extract data from the platform, or use it to train machine-learning models, without our written permission.
• Impersonate any person or entity, or misrepresent your affiliation with any company.
• Submit false KYC documents or misrepresent your business identity, ownership, or place of establishment.
• Post content that is defamatory, discriminatory, obscene, or infringes anyone's rights.
• Use the platform to send unsolicited commercial messages to other users.

10. Export control and sanctions

You warrant that neither you, nor your directors or beneficial owners, are subject to trade sanctions or asset-freezing measures imposed by the European Union, the United Nations, the United Kingdom, or the United States, and that you are not acting on behalf of any such person.

You are responsible for complying with all export control, import, customs, and sanctions laws applicable to any transaction you conclude through the platform. We may refuse, delay, or unwind any activity that we believe may breach those laws, and may report it to the competent authorities.

11. Suspension and termination

We may suspend or permanently terminate your account immediately and without prior notice if we reasonably believe you have breached these Terms, provided false information, or pose a risk to the platform, other users, or third parties. Where the breach is capable of remedy and poses no immediate risk, we will normally ask you to fix it first.

You may close your account at any time by contacting us at [email protected]. Closure does not affect obligations already incurred under open quotes or orders, which survive.

On termination your right to use the platform ceases immediately. Retention of your data afterwards is governed by our Privacy Policy.

12. Intellectual property

LEDMarketplace and its licensors own all intellectual property rights in the platform, including its design, code, database, trademarks, and non-user content. Nothing in these Terms transfers any of those rights to you; you receive only a limited, revocable, non-transferable right to use the platform in accordance with these Terms.

You retain ownership of content you submit (product images, descriptions, specifications, messages) and grant us the licence described in section 8 for the duration of your account plus the period needed to keep transaction records.

If you believe content on the platform infringes your rights, write to [email protected] identifying the content, your right, and your contact details. We will review and, where appropriate, remove it.

13. Disclaimers and liability

The platform is provided "as is" and "as available". To the fullest extent permitted by law we disclaim all warranties, express or implied, including fitness for a particular purpose, merchantability, non-infringement, and uninterrupted or error-free operation. Verification of a seller means we checked the documents submitted to us — it is not a guarantee of that seller's solvency, conduct, or performance.

We are not liable for:

• The quality, safety, legality, conformity, or fitness of any product listed or sold through the platform.
• The failure of any buyer or seller to perform their contractual obligations, including non-payment and non-delivery.
• Loss of profits, revenue, business, contracts, anticipated savings, data, or goodwill.
• Any indirect, consequential, incidental, special, or punitive damages.
• Interruptions caused by third-party infrastructure, or by events outside our reasonable control.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded. Subject to that, our total aggregate liability arising out of or in connection with these Terms or your use of the platform, in any 12-month period, shall not exceed the greater of [liability cap — to be confirmed] and the total amount you paid us in fees during that period.

14. Indemnity

You agree to indemnify, defend, and hold harmless LEDMarketplace and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the platform; (b) your breach of these Terms or of any applicable law; (c) your products, services, or listing content; or (d) any dispute between you and another user.

15. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, strikes, sanctions, embargoes, failures of public telecommunications or power networks, and outages of third-party hosting or infrastructure providers.

16. Notices

We give notice to you by email to the address registered on your account, or by a prominent notice inside the platform; either is deemed received on the next business day. It is your responsibility to keep your email address current and monitored. You give notice to us at [email protected], and for formal legal notices also in writing to our registered office at [registered office address — to be confirmed].

17. Governing law and disputes

These Terms, and any non-contractual obligations arising out of them, are governed by the laws of [governing law jurisdiction — to be confirmed], without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

Any dispute arising out of or in connection with these Terms that cannot be resolved by good-faith negotiation within 30 days of written notice shall be subject to the exclusive jurisdiction of [dispute forum — to be confirmed].

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief in any court of competent jurisdiction.

18. General

• Entire agreement — these Terms, with the Privacy and Cookie Policies, are the entire agreement between us about the platform and supersede any prior understanding.
• No partnership — nothing here creates a partnership, joint venture, agency, or employment relationship between us, or authorises either party to bind the other.
• Assignment — you may not assign or transfer your rights without our written consent. We may assign these Terms to an affiliate or to a successor in a merger or sale of the business.
• Severability — if any provision is held invalid, the rest remains in force and the invalid provision is replaced by the closest lawful equivalent.
• No waiver — a delay or failure to enforce any provision is not a waiver of it.
• Third parties — no one other than the parties has any right to enforce these Terms.
• Language — the English version of these Terms is authoritative; any translation is provided for convenience only.

19. Changes to these terms

We may update these Terms from time to time. When we do we will update the "Last updated" date above and, for material changes, notify you by email or a prominent in-app notice at least 14 days before they take effect. Continued use after that date constitutes acceptance; if you do not accept the revised Terms, close your account.

20. Contact

Questions about these Terms? Contact [registered company name — to be confirmed] at [email protected].