USER TERMS AND CONDITIONS (B2B)

Last Updated December 23^rd, 2024 

These are the User Terms and Conditions (“Terms”) that apply to your access and use of the octopios.com website (“Marketplace”) and any mobile applications operated by OCTOPIOS ECOMMERCE COMPLEX - L.L.C - S.P.C and its affiliates (“Octopios”). 

These Terms constitute a legally binding agreement between the Marketplace’s user, whether as a buyer or a seller (“You”) and Octopios. Please read these Terms carefully before using Octopios. By using the website or related mobile applications, you agree to be bound by these Terms. 

In addition to these Terms, you should also review and accept Octopios’s Privacy, Seller Agreement (for marketplace sellers), and Product Listing Policy (for sellers), as they are incorporated by reference in these Terms. 

Octopios may update these Terms at any time. Any changes to the Terms will be posted on this page. Once posted, the updated Terms will be effective immediately. It is your responsibility to review the Terms on a regular basis to keep yourself informed of changes. By continuing to access the Octopios site or use its services, you agree to be bound by the updated Terms. 

1. Conditions for Registration 

Please note: As a seller, you will be able to upload items for sale at the same time that You share your corporate documents, however, your products will not be viewable by potential buyers until your documents have been verified by Octopios. 

1.1 You may not access or use the Marketplace and may not accept these terms if You are not at least 21 years, or are not permitted to receive any services under the laws of the United Arab Emirates or any jurisdiction in which You are a resident or citizen. 

1.2 You must register as a buyer or seller and have a user account on the Octopios to use its services. 

1.3 Whether You are registering as a buyer or seller, You must own a licensed business. 

1.4 To become verified as a buyer or seller, You must provide the following documentation: 

• Trade License (or Commercial Register, as applicable) 
• State-issued ID of the owner or manager on the license (for example, Emirates ID or passport page) 
• VAT Registration Certificate  
• Power of Attorney and personal ID (for company representatives who are not listed on the license, if applicable) 

1.5 Octopios has the right to reject the creation of a user account for any reason. 

1.6 When You use any Octopios service or send e-mails to us, you are communicating with us electronically. We will communicate with You electronically in a variety of ways, such as by e-mail, text, in-app push notices or by posting e-mail messages or communications on the Marketplace or through our Message Center. You agree that all agreements, notices, disclosures and other communications that we provide You electronically satisfy any legal requirement that such communications be in writing, unless applicable laws specifically require a different form of communication.  

1.7 By posting or displaying any product, information, or content (“Content”) on the Marketplace, You grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable license to Octopios to use the Content in any form, media, or technology in any manner and for any purpose. 

1.8 By registering as a user, You acknowledge that Octopios may launch, change, upgrade, impose conditions on, suspend or stop any services or features without prior notice. 

2. User Accounts 

2.1 Upon verification,  You will be entitled to create a user account but may also register subaccounts under the main account. Octopios may suspend or terminate user accounts, if it has reason to suspect that the same business registered, or is in control of, two or more of the same type accounts. 

2.2 Upon creation of a user account or subaccount, Octopios will assign You an account and request that You create a password. 

2.3 You will be solely responsible for maintaining the confidentiality and security of your account number and password. You may not share, assign, or permit the use of your user account or password with another person, even those within your own business. You agree to notify Octopios immediately if You become aware of any unauthorized use of your user account or password. 

2.4 You agree that all use of Octopios, and all activities that occur under your account(s) will be considered authorized by you, and that You solely bear the responsibility for the consequences of the misuse of your account and subaccounts. 

2.5 Octopios may limit, suspend or withdraw your user account at any time, without notice, for breach of these Terms, or for any reason. 

3. User's Responsibilities 

3.1 You represent and agree that: 

• You have full power and authority to accept the Terms and to fulfill your obligations under these terms; 
• the information and documents submitted during the registration process are true, accurate, current and complete, and You will maintain and update all information and documents to keep them so while your Octopios user account is active; 
• You consent to Octopios including information about You or your business in our database, and authorize Octopios and our affiliates to share or use the information as described in our Privacy Policy; 
• You are solely responsible for obtaining all required licenses, permits and certifications for the Content that that You submit, post or display; 
• any Content that You submit, post or display is not counterfeit or stolen and does not otherwise violate any of the copyright, patent, trademark, trade name, trade secrets or any rights of any third party; 
• You have the right and authority to sell, trade, distribute or export the products listed on Octopios, and the listing of these products does not violate any third-party rights (for example, exclusive agency or distribution agreements); and 
• neither You, your company, its directors, officers nor affiliates are the subject of any trade restrictions, sanctions or other legal restrictions of any country, international organization or other jurisdiction. 

3.2 You further agree that the Content that You submit, post or display will: 

• be true, accurate, complete and legal; 
• not contain information that is defamatory, libelous, threatening, harassing, obscene, explicit, offensive, or otherwise objectionable; 
• not contain information that is discriminatory or promotes discrimination; 
• not violate the Product Listing Policy, the Terms or any other additional agreements with Octopios; 
• not violate any applicable laws and regulations or promote any activities which may violate them; and 
• not post any link directly or indirectly to other websites which include Content that violates the Terms. 

3.3 Additionally, You agree that You will: 

carry on activities on Octopios in compliance with any applicable laws and regulations conduct your business transactions with other Octopios users in good faith; carry on your activities according to these Terms, and any other applicable agreements; upload all requested order data for every transaction to the Octopios marketplace; not use Octopios to defraud any person or entity; not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity; not manipulate feedback through multiple user accounts or third parties by leaving positive feedback for yourself or unjustified negative feedback for another user; not copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through Octopios for any purpose; not engage in spamming, phishing or spreading viruses; not use Octopios solely to collect information about other users; not use information provided to You during the course of a transaction on Octopios to solicit additional sales offline; and not engage in any activities that would create liability for Octopios. 

3.4 In its sole discretion, Octopios has the right to remove a posting or listing or suspend or terminate any user account, if it learns of a violation or suspected violation of any of the points under 3.1-3.3, or for any reason it considers appropriate. 

4. Transactions Between Buyers and Sellers 

Marketplace: 

4.1 Through its website and related applications, Octopios provides a marketplace for buyers and sellers to interact with one another for the sale and purchase of products. Octopios does not represent either buyers or sellers in any transaction and is not a party to any agreement between them. As the invoicing relationship is between the Seller and the buyer, the Seller is responsible for fulfilling the promise to provide the purchased products; this includes initial responsibility for the acceptability of the products (for example, responsibility for the good or service meeting buyers’ reasonable expectations, or when the buyer has a right to return the products, as per the applicable Return & Refund Policy. 

4.2 Should the buyer raise a return request and should Octopios approve the request, domestic sellers must accept the returned items within 5 days. 

4.3 Should the buyer raise a return request and should Octopios approve the request, international sellers must collect the items within a 10-day window after the returned items have been delivered to either Octopios’s warehouse (if applicable), or to a third-party logistics partner’s warehouse. Octopios may require up to 5 days to collect the returned items from the Buyer, and deliver those back to either of the above locations. If the returned items are not collected within the stipulated time frame, Octopios shall have the right to dispose of/sell the items as it deems fit. 

4.4 Buyers agree and understand that they are purchasing products under their own risk, and agree that Octopios is not primarily liable for: (i) any act or omission of a seller and/or (ii) any damage or loss that arises in connection with the ordering, purchase and/or provision of a seller’s goods or service. 

4.5 Octopios does not control and is not responsible for the quality, legality, safety, or availability of the products offered for sale on the marketplace, the ability of sellers to complete a sale or the ability of buyers to complete a purchase. Octopios acts solely as an agent whose obligation is to provide a marketplace and arrange for the provision of the seller’s products. Octopios does not control the seller’s products before they are transferred to the buyer. 

4.6 By accessing or using the Marketplace, You accept the risks of conducting any transaction, as well as any related activities, such as payment, storage, shipment and return of products. 

4.7 Octopios is not liable for unsatisfactory or delayed performance, losses, damages or business interruptions as a result of marketplace products which are unavailable, damaged or not delivered. 

4.8 Octopios shall attempt to resolve any dispute or disagreement between buyers and sellers. 

Retail Model (Sold by Octopios): 

4.7 Products sold by Octopios are sold in Octopios’s name and on its own behalf to buyers via Octopios’s marketplace. For the avoidance of doubt, under its retail model, Octopios is and shall remain the seller in respect of any sales made to buyers. Octopios shall be responsible for fulfilling the promise to provide the purchased products to buyers; this includes responsibility for the acceptability of the Products, and is subject to the applicable Returns and Refund Policy. 

4.8 Octopios shall issue invoices to buyers in respect of products purchased by buyers via Octopios’s marketplace. 

5. Third-Party Websites or Services 

5.1 Octopios may give You access to third-party sites or services through hyperlinks, API or other means. You should review the third-party terms and conditions, as Octopios has no control over and does not monitor such sites. Octopios will not be liable to You for the content of these sites or your use of them. 

5.2 Octopios may offer You third-party services, such as payment gateways, supply chain finance solutions and delivery services. These services may be subject to a separate agreement between You and the service provider. Under no circumstances will Octopios be liable to You for the use of such services. 

5.3 Third-party services may be subject to separate fees. You will be informed of an estimate of such fees prior to the performance of the services. 

6. Liability 

6.1 The services provided by Octopios and the products displayed on the marketplace are provided "as is", "as available" and "with all faults". 

6.2 You agree to defend Octopios, our affiliates, directors, officers and employees against any and all third-party losses, claims and liabilities (including legal costs) which may result from your violation of these Terms, use of the Marketplace or its services (or third-party services or sites offered through Octopios). You agree to fully compensate Octopios for such losses. 

6.3 Octopios has the right to take control of any legal matter subject to Clause 6.2. 

6.4 Octopios will not be liable to pay any consequential, indirect, punitive or incidental damages (including but not limited to damages for loss of profits or savings, business interruption, loss of information), resulting from your use of the Marketplace, or any third-party services or sites offered through Octopios. 

6.6 The above clauses will apply whether or not Octopios has been advised of, or should have been aware of, the possibility of any losses. 

7. Cooperation with Authorities 

7.1 Octopios has the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing. As permitted by applicable laws and policies, Octopios may disclose a user's identity and contact information regarding a user's account, transactions or activities carried on the Marketplace. Octopios will not be liable for damages due to such disclosure, and You agree not to bring any claim against Octopios for the disclosure. 

8. Force Majeure 

8.1 Neither You nor Octopios will be liable for failing to fulfill any obligation under these Terms that result from circumstances beyond either party’s reasonable control, such as natural disasters, pandemics or war. 

9. Intellectual Property 

9.1 “Octopios” and its related logos and words on the Marketplace are registered trademarks of Octopios and are protected by international trademark and other intellectual property rights and laws. Octopios’s trademarks may not be used in connection with any service or products other than Octopios’s, without its written consent. All other trademarks not owned by Octopios that appear on the Marketplace are the property of their respective owners, who may or may not be affiliated with Octopios. 

9.2 Octopios is the sole owner or lawful licensee of all the rights and interests in the Marketplace and its Content. the Marketplace and its content contain trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Marketplace and its Content belong to Octopios. All other rights are reserved. 

9.3 If You believe that any Content on the Marketplace violates your intellectual property or other third-party rights, please contact legal@Octopios.com. 

10. Notices 

10.1 All notices or demands to Octopios must be made in writing and sent personally, by courier or by email to: Attn: Octopios Legal, Musaffah, Abu Dhabi, United Arab Emirates – Email: legal@Octopios.com. 

10.2 All legal notices or demands on a user will be delivered to the last known email address provided by to Octopios, unless otherwise required by specific laws or regulations. 

11. General Clauses 

11.1 Unless You have any additional agreements with Octopios, these Terms represent the entire agreement between You and Octopios as to your use of the website and any related applications or services, overriding any prior written or verbal agreements that may have been made. 

11.2 These Terms do not create an agency, partnership, joint venture, employment or franchise relationship between You and Octopios. 

11.3 If any clause of these Terms is considered invalid or unenforceable, such clause will be deleted and the remaining clauses will remain valid and enforceable. 

11.4 If Octopios does not enforce its rights or act against any breach by You under the Terms, it does not mean that Octopios is waiving its rights to enforce actions against You in the future. 

11.5 Octopios has the right to assign the Terms to any person or entity. You may not assign these terms to any person or entity, without written consent from Octopios. 

11.6 These Terms are governed by and construed according to the laws and regulations of the United Arab Emirates as applied in the Emirate of Abu Dhabi. Any dispute, difference, controversy or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, will be subject to the exclusive jurisdiction of the Abu Dhabi Courts. 

If You have any questions regarding these Terms, please Contact Us.