These are the terms of use applicable to the trading platform Ensilio.com, owned and operated by Ensilio SA a Swiss company with head office in Geneva and registered with the Trade Register under number CHE-418.304.105 (hereinafter referred to as “ENSILIO”), and to your access to such platform and use of the services provided therein.
ENSILIO makes available the trading platform at Ensilio.com (the platform and the services provided hereinafter collectively referred to as the “Platform”), a B2B marketplace where pulp and paper buyers and suppliers can post offers or search for a variety of pulp and paper products (hereinafter collectively referred to as the “Products”) subject to these general terms and conditions (hereinafter referred to as the “Terms and Conditions”).
These Terms and Conditions apply to all services and offers available on the Platform as well as to all activities of users on, through or as the result of the Platform (hereinafter referred to as “users” or “you”).
1.1. By registering a user account and using or accessing the Platform and the services provided therein, you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other integrated guidelines, rules or policies. If you do not agree to the Terms and Conditions or are dissatisfied with the Platform, your sole remedy is to stop using the Platform.
1.2. These Terms and Conditions are supplemented by the Privacy Policy.
Use of the Platform is subject to compliance with these Terms and Conditions. You acknowledge and agree that ENSILIO may terminate your access to the Platform should you fail to comply with the Terms and Conditions. Any such termination shall be in ENSILIO's sole discretion and may occur without prior notice, or any notice. ENSILIO further reserves the right to terminate any user's access to the Platform for any conduct that ENSILIO, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to ENSILIO or its subsidiaries, affiliates, or business contractors, or to other third-parties, or for any conduct that violates any local, or foreign laws or regulations.
3.1. ENSILIO requires any user to register and provide certain data, such as company name, company headquarter, technical data sheet, etc.). In consideration of use of the Platform, in registering and providing such data, you represent and warrant that: (a) the information about yourself or the company you are representing is true, accurate, current, and complete as required by ENSILIO registration forms (“Registration Data”) and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ENSILIO has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ENSILIO has the right to suspend or terminate your account and/or to cancel and delete any pending offer or request and refuse any and all current or future use of the Platform. If you are an individual, you must be 18 years or older to use the Platform and by registering, you represent that you are (c) 18 years or older. We may require at any time that you provide evidence of your age.
3.2. Upon receipt of your Registration Data, ENSILIO will verify your registration application following a KYC process. Once your registration has been validated by ENSILIO, you will receive a confirmation and you will be able to access and use the Platform.
3.3. Through this validation process, ENSILIO seeks to ensure only truthful professionals are using the Platform. However, ENSILIO assumes no liability as to truthfulness, quality, professionalism and reliability of any users of the Platform. All users are hereby made aware that there may be risks of dealing with people acting under incomplete, wrong or false credentials.
4.1. Access to the Platform is protected with a password you select or via an identity provider. You are responsible for maintaining the confidentiality of the password or access identity data, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify ENSILIO of any unauthorized use of your password, you access identity data or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. ENSILIO cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.
4.2. You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials (“Content”), whether publicly posted or privately transmitted via the Platform, are your sole responsibility. This means that you, and not ENSILIO, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Platform.
4.3. You agree that you will not use the Platform to:
4.4. ENSILIO does not control the user or third-party Content posted, and, as such, does not guarantee the accuracy, integrity or quality of such user or third-party Content. You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will ENSILIO be liable in any way for any user Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via the Platform. You acknowledge and agree that by using the Platform, you may be exposed to Content that is offensive, indecent or objectionable.
4.5. You acknowledge and agree that ENSILIO and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any Content that is available via the Platform at any time, for any reason, or for no reason at all, with or without notice. ENSILIO may also terminate access to, or membership in ENSILIO, or any portion thereof, for violating these Terms and Conditions.
4.6. You expressly acknowledge and agree that ENSILIO may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of ENSILIO, its users and the public. You acknowledge and agree that the technical processing and transmission of Posts, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4.7. ENSILIO also may suspend or terminate any user account because of user inactivity of more than 2 years.
5.1. For each product request, listing, quote or offer, ENSILIO allows users to enter and upload information or material on the Platform in the form of text, files, images and other media (herein referred to as “Opportunities and Offers”). Opportunities and Offers are accessible to other users on the Platform based on the settings selected by the creator.
5.2. Each user is solely responsible for uploading, transferring, and/or submitting messages, announcements, texts, information, and other content in its Posts on or through the Platform and for providing complete and accurate information regarding the Products offered on the Platform (hereinafter referred to as “User Content”). Apart from the validation set forth in Section 5.1 above, ENSILIO is not obliged, but has the right, to verify or monitor the information and material uploaded, transmitted, or provided on the Platform by users. ENSILIO assumes no liability as accuracy, integrity, completeness and reliability of any User Content.
5.3. You are solely responsible, and at your own expense, for making backup copies of the User Content you have uploaded or stored on the Platform. ENSILIO expressly disclaims any liability for data loss.
5.4. We generally do not monitor user communications, but as part of our support services we might have to review communication. We reserve the right to block or delete, at our discretion, user communications without prior notice, in particular to delete specific words or phrases if we consider it advisable to protect other users or the Platform.
6.1. The Platform may collect and retain all transaction data generated through its use, including but not limited to transaction amounts, dates, times, locations, and the nature of goods or services transacted (hereinafter referred to as the “Transaction Data”).
6.2. ENSILIO is authorized to aggregate and anonymize Transaction Data to create aggregated market data reports and analyses (hereinafter referred to as “Market Data”). Aggregation will ensure that individual transaction details cannot be traced back to specific users or individual transactions. In addition, all Transaction Data used in the creation of Market Data will be anonymized to protect the privacy of individual users. The Platform will ensure that all activities related to the collection, aggregation, and distribution of Transaction Data and Market Data comply with relevant laws and regulations, including but not limited to data protection laws and regulations.
6.3. ENSILIO may develop, produce, and offer various Market Data products, including but not limited to market trends reports, industry analyses, consumer behavior insights, and other statistical data derived from aggregated Transaction Data. ENSILIO may distribute, license, or sell Market Data products to third parties, including businesses, researchers, and other interested entities, under terms and conditions determined by ENSILIO.
6.4. By using the Platform, users consent to the collection, use, and aggregation of their Transaction Data as described in this provision.
7.1. A user, whether a manufacturer or not, willing to offer for sale Products on or through the Platform (hereinafter referred to as “seller”), may only offer Products that it is able and authorized to sell. This means in particular, but is not limited to, that, the seller has the capacity and authorisation to transfer to the purchaser completely and free and clear of all encumbrances, possession and ownership.
7.2. It is prohibited to offer Products whose offering, sale, purchase, delivery, or use violate legal regulations or contravene public morals. ENSILIO also reserves the right at any time to delete an offer and inform the competent authorities or affected third parties.
7.3. The seller must provide true, non-misleading and non-unfair information about the Products it offers for sale as well as the terms of payment and delivery. The seller must clearly disclose all additional costs, such as VAT, customs duties, etc., which are not included in the purchaser price.
7.4. Once a seller and purchaser have matched, they must negotiate to agree on the terms of the transaction using solely the Platform to share User Content and/or submit messages.
7.5. Transactions conducted on, through or as a result of the use of the Platform are subject to a brokerage commission due to ENSILIO according to the rate and conditions applicable at the time the offer is made. When ENSILIO and its affiliated company Korab International are entrusted with the management of the transaction (shipping, financing, insurance, recovery of the purchase price, etc.), the brokerage commission due to ENSILIO will be directly deducted from the amount due to the seller or added to the amount due to the buyer. If the seller directly and solely takes care of the management of the transaction, it shall pay the commission to ENSILIO within 30 days following receipt of payment by the purchaser.
8.1. ENSILIO provides the Platform for information exchange and transaction making between users, identified as seller and purchaser. This includes services to publish, review, accept, finalize, and fulfill transactions as published on the Platform. ENSILIO does represent neither the seller, nor the purchaser in any specific transaction discussed, published or concluded via the Platform or in any other stage in the process.
8.2. ENSILIO does not control and is not liable or responsible for the quality, lawfulness, safety or completeness of the Products offered in the Platform or the ability of the seller to complete any transaction or the ability of the purchaser to Products from seller as may be announced on the Platform. ENSILIO assumes no liability as to compliance with the principle of good faith between users in transactions carried out on, through or as a result of the Platform. In particular, ENSILIO assumes no responsibility with respect to the fulfilment of contractual obligations between users.
8.3. A seller may only publish its offer to a request posted on the Platform in the form provided for this purpose. It is prohibited to make offers in another form, e.g. by e-mail. In the event the seller violates this prohibition, ENSILIO shall have the right to seek legal recourse, including but not limited to monetary damages, penalty and injunctive relief to prevent, or remedy a breach of this prohibition, including compelling specific performance, in courts. This remedy shall be in addition to, and not in limitation of, any other rights or remedies available under this Terms and Conditions or applicable law.
8.4. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of the use of the Platform, including without limitation terms regarding payment, return, warranties, insurance, fees, taxes, title, licenses, fitness, permits and storage. As long as the purchaser and the seller have not agreed on the terms and conditions of the transaction, each party has the right to cancel its own offer and thus withdraw it.
8.5. The description of the Product forms an integral part of the contract, i.e., that the seller warrants that the Product has all the qualities and properties described in the offer. If certain indications do not constitute a guarantee, the seller is required to specify this clearly and expressly in its offer.
8.6. Users agree to provide all information and materials as may be reasonably required by ENSILIO in connection with transactions conducted on, through or as a result of the use of the Platform. ENSILIO has the right to suspend or terminate any user’s account if the user fails to provide the required information.
By submitting a Post on the Platform, you grant ENSILIO a world-wide, royalty-free, nonexclusive, worldwide, unrestricted license to use, copy, transmit, publicly display, publicly perform, create compilations including, and distribute such Post, and any associated Content, for the limited purposes of publishing and promoting the Post in connection with the particular Products. Such license shall apply with respect to any form, media, or technology now known or later developed. The term of the license will extend only for the duration of the user's membership with the Platform.
10.1. ENSILIO reserves the right to modify or suspend functions of the Platform at any time, without prior notice. ENSILIO will attempt to inform you of any changes or service suspensions beforehand by posting a corresponding notice on the Platform.
10.2. The Platform and certain parts of our services may be temporarily unavailable for various reasons.
The Platform contains content and technologies from ENSILIO or any of its affiliated companies or third-party partners that may be protected by intellectual property rights and copyrights. You hereby acknowledge that, except for the limited usage rights granted in these Terms and Conditions, all rights and claims regarding the Platform provided by ENSILIO remain ENSILIO’s property or that of any affiliated companies or third-party partners.
Except as expressly authorized by ENSILIO, you agree not to reproduce, link to (via hyperlinks or otherwise), modify, copy, sell, distribute, mirror, cache, record, publish, download, transmit, display or create derivative works of any information data or Content accessed through the Platform, in whole or in part, by any means. You may not, for example, publish any portion of the Content accessed through the Platform (or links thereto) on any internet, intranet or extranet site or incorporate the Content in any product, database, compilation, archive or cache. You must not modify, decompile, or reverse engineer any software on which the Platform is based. You shall not attempt to circumvent any content protection mechanisms or digital rights management systems.
ENSILIO collects, stores, and uses personal data in accordance with the applicable provisions of the data protection law. For more details, please refer to our Privacy Policy.
13.1. ENSILIO reserves the right to change or discontinue any feature or characteristic of the Platform at any time, including, but not limited to, the content and availability hours of the Platform and the equipment required to access or use it. Any subsequent use of the Platform by you constitutes your acceptance of any changes, modifications, additions, or deletions made.
13.2. Maintenance, updates, or technical improvements by ENSILIO may cause disruptions to the access conditions of the Platform. The scheduling of maintenance, updates, or technical improvement operations strives to accommodate the use of the Platform by users as much as possible. Regular maintenance, update, or technical improvement work is carried out during periods of minimum usage and, when its duration must be extended, ENSILIO endeavors to inform users as soon as possible. However, it may happen that such operations need to be performed unexpectedly, for example, in case of unforeseen disruptions (such as attacks, viruses, etc.).
13.3. In the event of interruption, or suspension of the Platform and all services of the website www.ensilio.com, ENSILIO cannot be held liable, except in the case of gross negligence or willful misconduct by ENSILIO.
13.4. ENSILIO has implemented technical and organizational measures to secure your Content from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your Content for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide your Content at your own risk.
14.1. Information on the Platform may contain inaccuracies or typographical errors. Information may be changed or updated without notice.
14.2. The Platform and all its contents are provided without any warranties against defects. Therefore, ENSILIO excludes all promises and guarantees with respect to the exactitude, accuracy, completeness or perfection of the information and Content provided (by ENSILIO or by users) on or through the Platform.
14.3. ENSILIO tries to prevent any misuse by users of the Platform, but we cannot exclude such cases. Therefore, we hereby disclaim all liability that may result from this.
14.4. ENSILIO makes no representations whatsoever about other websites which you may access through this one. When you access a non-ENSILIO website, please understand that it is independent from ENSILIO, and that ENSILIO has no control over the content on that website. In addition, a link to a non-ENSILIO website does not mean that ENSILIO endorses or accepts any responsibility for the content, use, or products and services made available through such website.
14.5. IN NO EVENT WILL ENSILIO BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE PLATFORM, OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.6. INFORMATION ON PLATFORM IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
ENSILIO may at any moment modify or amend these Terms and Conditions by posting the relevant change from time to time. The modifications shall be effective as of the moment they are published onto the Platform.
16.1. All legal notice to ENSILIO shall be made in writing and sent to legal@ensilio.com.
16.2. These Terms and Conditions constitute the entire agreement between you and ENSILIO relating to your use of and access to the Platform, and cancel and supersede any prior versions of the Terms and Conditions.
16.3. No modifications made by you to the Terms and Conditions will be binding on ENSILIO unless in writing and signed by an authorized ENSILIO’s representative.
16.4. Any express waiver or failure to exercise promptly any right under the Terms and Conditions will not create a continuing waiver or any expectation of non-enforcement.
16.5. If any provision of the Terms and Conditions is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
17.1. These Terms are governed by Swiss law. The applicability of the Vienna Sales Convention (CISG) is excluded.
17.2. Any dispute arising out of or in connection to the Terms shall be exclusively settled by the ordinary courts having jurisdiction in Lausanne (Switzerland).
