About these terms ("Terms")
These are the terms and conditions of Rooser Limited ("we /us /Rooser") which apply to all use of our online B2B fish trading service ("Service") which we operate at www.rooser.eu ("Platform").
Use of the Service is limited to Buyers and Sellers operating within the EU and UK. By registering as Buyer or Seller you are entering into a legal binding agreement with us based on these Terms (the "Agreement").
Rooser Limited is a company incorporated in Scotland (company number SC639014) and with its registered office at 84 Commercial Street EH6 6LX Edinburgh, United Kingdom.
A "Seller" is the fish supplying entity which lists its products ("Products") on the Platform for sale. A "Buyer" is the purchasing entity which purchases Products listed on the Platform. A "User" is a Buyer or Seller. A reference to "you" in these Terms means User.
About the Service
Please note that we provide the Service to enable Buyers and Sellers to enter into contracts for the supply of fish. We will arrange insurance and delivery as part of our Service but please note that when a Buyer places an order, the Buyer will be contracting directly with the Seller for the relevant Products and not with Rooser.
We reserve the right to amend these Terms from time to time and will post a message on the Platform along with the new version of the Terms if that happens or email to alert you to our new terms. Your continued use of the Service will be deemed to be acceptance of any new terms.
Account registration and use
Users must register an account on the Platform to use the Service ("Account"). We reserve the right to request supporting documents in relation to any application to register. We may refuse a registration application depending on your location or where we are unable to obtain appropriate insurance. However, we also reserve the right, without liability, to refuse any registration application at our discretion.
You should keep your Account log-in and passwords secure for use of the Services and not permit other use of your Account except by other members of your business to use the Service. You are responsible for anything that happens through your Account until it is closed down unless Account security has been compromised through no fault of your own.
You must promptly let us know if you discover any unauthorised use of your Account. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
You must keep all your Account information complete and up to date. We are not liable for any loss you incur due to any incorrect information on your Account.
Product Description
Sellers shall provide complete and accurate information about Products they list on the Platform, including information on quantity, size, freshness and availability periods. Sellers are solely responsible for any errors in the information which they list in relation to their Products on the Platform.
Price and ordering
Sellers shall state the base price for each Product listed on the Platform. Buyers will be able to see the final price (inclusive of insurance, delivery, taxes and Rooser service fee) prior to purchase.
The contract for the sale of Products between Buyer and Seller will be formed when the Buyer submits an order for those Products through the Platform. A Buyer has no right to cancel an order or amend the nominated Product, packing weight or delivery date in an order once submitted, unless this is agreed to by the Seller.
Invoicing and payment
If you are a Seller you agree that Rooser is authorised to issue the invoice for Products sold via the Platform and to process payment on your behalf.
If you are a Buyer you agree to pay all invoices issued for Products purchased via the Platform within 30 days of issue. Invoices will be deemed issued from the date they are made available in your Account. We do not post out invoices. Rooser SAS has assigned all its right, title, interest and benefit in and to any debts relating to payment obligations under buyer transactions to UAB Hokodo. Settlement of transactions may only be made by paying Hokodo using the payment instructions provided in your invoices.
Delivery
Delivery of Products will be from the location stated by the Seller to the location stated by the Buyer during the transaction for the Products on the Platform. As part of the Service we arrange for this transport of Products. The Seller is solely liable for any failure to make Products available for uplift in accordance with any order.
Supplier Discount Agreement
Sellers registered on the Platform benefit from seven-day payment terms in exchange for a 3% discount on the total invoice value, including VAT where applicable. This discount is applied via a credit note issued to the Seller’s account unless otherwise agreed in writing. Payment processing will occur within seven working days of the receipt of goods, subject to any delays caused by weekends, public holidays, or unforeseen circumstances.
Invoices that are subject to dispute or pending credit note adjustments may not qualify for seven-day payment terms and will only be settled once the issue is resolved. Rooser reserves the right to amend or adjust the terms of this service as needed and to withhold this payment arrangement in cases of non-compliance with the terms.
Title and risk
Each Seller shall retain title to Products delivered until full payment for such Products is made. Risk in Products passes to the Buyer on delivery.
Damage and defects
Any complaints on quality of, or damage to, Products must be made before 12 noon on the day of delivery.
Our total liability to a Seller relating to Products damaged in transit will be limited to the amount of compensation we obtain from the applicable courier.
Any defects in the Products which are not attributable to transport or to ordinary depreciation in quality or freshness commensurate with age, shall be the responsibility of the Seller and Rooser accepts no liability in relation to any such defective products.
Insurance
As part of the Service, Rooser purchases credit insurance to protect the trades on the Platform against the risk of non-payment, with Sellers on the Platform noted as beneficiaries to the policy.
Once a trade is agreed on the Platform, Rooser will provide confirmation of cover from Rooser's insurance provider, including the sum insured, which is typically 90% of the transaction value. In the event that a Buyer fails to settle a transaction, Rooser shall provide all reasonable assistance to the Seller to enable the Seller to register a claim under this policy. If Sellers have any queries about the credit insurance policy, they can contact the insurer directly using the contact details provided at www.hokodo.co.
Acceptable use
Users must comply with the following acceptable obligations:
- You must not store or transmit any material during the use of the Service that is unlawful, dishonest, threatening, defamatory, obscene, discriminatory or is racially offensive.
- You must not send or transmit any material which infringes any third party intellectual property rights.
- You should not create a false identity or submit inaccurate, false or misleading information.
- You should not transmit any unsolicited advertising.
- You should not knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
- You must not attempt to gain unauthorised access to the Platform or any server, computer or database connected to the Platform.
- You must only sell or purchase Products via the Platform where you are legally entitled to do so.
- You must act in good faith at all times in relation to the use of the Platform and the sale and purchase of Products.
Disputes
We want the use of our Platform and Service to be as hassle free as possible. Therefore, while we are not party to the contract formed between a Buyer and Seller, we will try and assist with any dispute between a Buyer and Seller that arises if parties are unable to resolve it themselves. For example if the dispute is over the quality of the Products then this can be resolved by agreeing to reduce the price, or for the Products to be delivered to a third party.
Our rights in the Platform and Service
We own or validly license all intellectual property rights in our Platform and Service, including the databases we use in relation to the Platform. Except to the extent set out in the Agreement, or otherwise agreed in writing between us, you are not permitted to use such intellectual property rights.
Availability of Platform
We shall use commercially reasonable endeavours to make the Platform and Service available 24 hours a day, seven days a week, except for planned or unplanned maintenance. We will try and ensure all maintenance is not carried out between 4am to 3pm UK time and to give you as much advance notice of any maintenance as we can.
We will endeavour to respond to all support queries within two working days (based on UK time).
You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres. We are not liable for any delays, delivery failures and any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
Disclaimer of Warranties
The Service and Platform are provided on an 'as is' and 'as available' basis and to the extent permitted under Scots law, without warranties of any kind. We make no warranty regarding any contract concluded between a Buyer and a Seller through or in connection with the Platform, and you understand that each such contract is entered into at your own risk.
Liability
We do not exclude or limit in any way our liability for:
- death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- or any other loss which cannot be excluded under the laws of Scotland,
but otherwise, we shall under no circumstances whatever be liable to a User, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of sales, or for any indirect or consequential loss arising under or in connection with the Agreement, and our total liability to a User in respect of all other losses arising under or in connection with the Agreement, shall in no circumstances exceed the sum of £1000.
This section shall survive termination of the Agreement.
Indemnity
You agree to indemnify us against all claims, loss or damage which we sustain or are likely to sustain as a consequence of your breach of the Agreement.
Data Protection
We only use personal information disclosed to us through use of the Platform and Service in accordance with our privacy policy.
General
If we choose to waive any particular right we have under the Agreement on any particular occasion this does not prevent us from exercising that right on another occasion.
If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.
You are not entitled to transfer or assign your rights and obligations under the Agreement to anyone else without our prior written permission.
If there are any disputes with us arising out of your use of the Platform or Service or otherwise relating to the Agreement, then these will be governed by the laws of Scotland and subject to the non-exclusive jurisdiction of the Scottish Courts. At our request, a dispute will be addressed by way of mediation and no court action may be raised in relation to that dispute without mediation being attempted.
