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Buyer Terms

IndieMakers Buyer Terms

Introduction

The following information describes how our relationship works. When you register to purchase items on the Apollo Black Limited (hereinafter referred to as IndieMakers) website, respond to enquiries, make an offer, negotiate, or conclude a transaction via the IndieMakers system, you are deemed to have read, understood, and agreed to these terms as unmodified by you. Should you not agree to these terms, do not continue to use the IndieMakers website.

These Terms and Conditions include the policies found at indiemaker.com/legal (collectively “the Terms”). Please make sure you read and understand these policies, which deal with various aspects of our relationship with you.

No sales representative, affiliate, dealer, agent, officer, or employee of IndieMakers has the authority to change or modify these Terms, except pursuant to an official revised version of these Terms, and you may not rely on any such change or modification. These Terms cannot be changed by you, and our activation or provision of any services to you does not indicate our acceptance of any changes made by you to our Terms.

Important clauses that limit our responsibility or involve some risk for you may be in bold. You must pay special attention to these clauses.

Definitions

  • Business Day means Monday to Friday, but excludes a day which is an official bank holiday in England and Wales.
  • Business Hours means the hours between 08h00 and 17h00 on a Business Day.
  • Data Protection Laws means all laws and regulations relating to data protection or personal privacy that apply in a relevant jurisdiction, including without limitation, (i) Regulation (EU) 2016/679 (the GDPR) and any applicable national implementing laws as amended from time to time (including, in the United Kingdom, the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy), (ii) all other applicable laws concerning the processing of personal data and/or privacy, and (iii) legally binding subordinate legislation, regulations, codes of conduct, or guidance issued by an authority responsible for data protection and/or privacy in such a jurisdiction.
  • Effective Date means the date on which you accepted the terms and conditions for a service or product, whether in writing or electronically, for example, by clicking “I agree” on a web page or via your mobile phone, including telephonic acceptance.
  • GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and the free movement of such data.
  • Fees means the Unlocking Fee, Subscription Fee, and Success Fee payable to IndieMakers.
  • IndieMakers refers to Apollo Black Limited.
  • Intellectual Property Rights refers to all intellectual property, including patents, trade and service marks, trade names, rights in designs, copyrights, topography rights, rights in databases, trade secrets, and know-how, whether registered or not, including registrations and applications for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.
  • Listing means any product, intellectual property, or business listed on our website for sale.
  • Marks means any trademarks, logos, brand names, domain names, or other marks of IndieMakers.
  • Personal Data has the meaning given in applicable Data Protection Laws.
  • Personal Data Breach means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.

Conclusion of Agreement

You warrant that you have the contractual capacity to enter into this Agreement with us. If the Agreement is signed by a person acting in a representative capacity on behalf of you, the signing party warrants that all the information relating to the entity, partnership, association, or other person whom he/she represents is true, accurate, and complete. IndieMakers reserves the right to treat all misrepresentations by you as fraud, and you indemnify IndieMakers against any loss or damage that IndieMakers may sustain resulting from such misrepresentation.

Contractual Relationship

Please note that should you choose to find a Listing you wish to purchase using our Website, the agreement for the sale of such Listing lies between you and the seller. IndieMakers is not a party to or involved in that agreement. Without limiting the above, we will not be liable for any loss or damage that may arise out of your purchasing or attempting to purchase any Listing.

Fees

You agree to pay the Fees to IndieMakers as set out at Annexure A hereto.

You agree not to attempt to take conversations with sellers "offline" to avoid IndieMakers Fees. Fees will still be levied on sales that are taken "offline" and will be invoiced accordingly. Such action on your part will be deemed to be a material breach of this agreement.

Username and Password

You will need a username and password to access the service. You agree to:

  • Use your username and password for your personal use only.
  • Maintain the confidentiality of your username and password.
  • Notify IndieMakers immediately if your password is compromised.

You, as the holder of the username and password, acknowledge that you are solely responsible for all Listings and transactions, irrespective of whether the service has been utilized or is being utilized by you or not, and accordingly the entire amount outstanding on your account will be deemed to have arisen from (or relate to) your access to and/or use of a IndieMakers service.

You indemnify IndieMakers from any loss you may suffer as a result of your password being compromised.

Protection of Personal Information

To the extent either party processes any Personal Data of the other for purposes of using or providing the service, each party shall comply with its respective obligations under applicable Data Protection Laws.

Complaints

If you have a complaint about a seller or about us, please contact us. IndieMakers does verify the email and phone numbers provided by sellers but does not perform verifications of sellers or Listings on the site. All information about a Listing is provided by the seller. While the information about a Listing is of "best effort" accuracy, we make no warranties as to the accuracy or veracity thereof, including without limitation the existence of the Listing or seller or the seller’s right to sell such listing.

Reviews

When you purchase a Listing on our Website, you may be given an opportunity to submit feedback about your experience. IndieMakers reserves the right not to publish any comments which may be defamatory or which are not verifiable or for any reason as determined in our sole discretion.

Marketing and Operational Messages

Please make sure you read our Privacy Policy available on our Website, which explains how we deal with your information.

We will use your information to send you important operational and service messages. These details will not be used for marketing or promotions unless you let us know that you want to receive this information.

Service Delivery and Interruptions

IndieMakers will use reasonable endeavors to make its services available to you, and to maintain the availability thereof for use by you. However, we provide the services "as is" and "as available" and do not warrant or guarantee that the services will at all times be free of errors or interruptions, be always available, fit for any purpose, not infringe any third-party rights, be secure and reliable, or will conform to your delivery timeline requirements.

Payment Breach

Should you fail to pay any amount on the due date for payment, then IndieMakers may, without prejudice to any of its other rights:

  • Take all such further steps as may be necessary to recover the outstanding amount (including all legal costs actually incurred by us in recovering or attempting to recover the sums outstanding) from you, including without limitation the use of debt collection mechanisms.
  • Charge interest at the rate of 5% per annum above the base rate from time to time of the European Central Bank on the overdue amount, calculated from the due date until the date of payment (both dates inclusive), which interest, if charged, will be capitalized monthly.
  • Terminate this agreement with immediate effect.

Breach

Should you be in breach of any provision of this agreement, IndieMakers shall be entitled, without prejudice to any other rights that it may have and without notice to you, to forthwith:

  • Afford you a reasonable opportunity to remedy the breach.
  • Suspend your access to a service.
  • Cancel all agreements concluded between us.
  • Claim immediate performance and/or payment of all your obligations in terms hereof.

Warranties and Indemnity

You hereby warrant the following:

  • You have the right to enter into this agreement.
  • All information provided by you is accurate and true in all material respects.

You hereby indemnify IndieMakers unconditionally and irrevocably and agree to hold IndieMakers harmless against all loss, damages, claims, liability, and/or costs, of whatsoever nature, howsoever and whensoever arising, suffered or incurred by IndieMakers or instituted against IndieMakers as a result of (without limitation):

  • Your use of our services.
  • Your failure to comply with the Terms and a provision of any agreement concluded between us.
  • Any unavailability of, or interruption in the service.
  • Any other cause whatsoever relating to our provision of services to you, including without limitation your purchase or attempt to purchase any listing.

Please note in this regard that IndieMakers does not influence how any seller determines which buyer to choose or not choose.

Disclaimer and Limitation of Liability

To the extent permitted by applicable law, IndieMakers shall not be liable to you for any direct damages howsoever arising, and neither party shall be liable to the other for any special, indirect, incidental, consequential, or punitive damages arising out of or relating to this agreement, whether resulting from negligence, breach, or any other cause. To the extent that a competent court or tribunal finally determines, notwithstanding the limitation contained in this clause, that IndieMakers is liable to you for any damages, IndieMakers' liability to you for any damages howsoever arising shall be limited to the amount of fees paid to IndieMakers, if any.

General

  • Amendments

    IndieMakers reserves the right to amend this agreement from time to time. Any new version of the Agreement will be displayed on our website together with the date on which it will become effective, which will never be less than 30 days after the date on which it is first published. It is your obligation to visit our website on a regular basis to determine whether any amendments have been made.

  • Intellectual Property

    Nothing contained in this agreement shall, unless the contrary is expressly stated elsewhere in this agreement, be construed as an express or implied license of, or transfer of any rights in or to, any copyright, trademark, trade names, logos, devices, patents, or other intellectual property owned or used by each party, and each party shall respectively retain all such rights.

  • Whole Agreement

    This agreement constitutes the sole record of the agreement between the parties regarding the subject matter hereof. No party shall be bound by any express or implied term, representation, warranty, promise, or the like not recorded herein.

  • Non-Variation

    No addition to, variation of, or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties.

  • Waiver

    No relaxation or indulgence which any party may grant to any other shall constitute a waiver of the rights of that party and shall not preclude that party from exercising any rights which may have arisen in the past or which might arise in the future.

  • Certificate of Indebtedness

    Any amount due and payable by you to IndieMakers in terms of any agreement between us at any time shall be determined and proved by a certificate signed by one of IndieMakers' directors, whose appointment, qualification, and authority need not be proved.

Notices

Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or email to the other party at its address set out in this agreement, or such other address as may have been notified by that Party for such purposes.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in normal business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received when it is capable of being retrieved by the addressee in that the email is received on the email server of the recipient.

Governing Law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Costs

Should IndieMakers instruct an attorney pursuant to any breach or failure to perform any obligation on your part, or be required to direct any correspondence to you regarding such breach or failure to perform, then without prejudice to any other rights which IndieMakers may have, it shall be entitled to recover from you all legal costs incurred by it, whether or not legal proceedings are instituted against you, and which costs shall be payable on demand.

Domicilium Citandi et Executandi

You hereby select the address provided when you registered as your address for the service of legal documents. Either Party shall be entitled from time to time by written notice to the other to vary its given address to any other address which is not a post office box or to vary its other domicilium contact details.

Accepted electronically and deemed signed.

Annexure A: Commission Payable

The following fees are payable:

  1. Unlocking Fee
  2. Subscription Fee
  3. Success Fee

All prices listed must be inclusive of applicable rates, levies, and taxes.