Terms and Conditions of Globo Service GmbH for the Use of the Trading Platform gsm-b2b.com

(Version: Jan. 2008)

Globo Service GmbH Germany, which operates under the URL www.gsm-b2b.com, is a trading platform for mobile phones, IT systems and telecommunications. The platform is accessible only to registered Users (sellers and buyers) and allows:

• sellers (and/or suppliers) to, independently or with the support of the Globo Service GmbH, place and manage offers and requests, and to search for offers and requests
• buyers to place and manage requests and to search for offers and requests

A purchase contract will be entered only by the seller and the buyer, whereas Globo Service GmbH merely acts as an intermediary. The use of the platform shall be governed by these terms & conditions of use; further rights and obligations might derive from separate agreements with Globo Service GmbH, if any, for example for the consulting and support services in the field of Value Added Supply Chain Management. The platform and the terms & conditions of use are available in German and English language.

I. Scope of application, amendments

1. These terms & conditions for the use of the platform www.gsm-b2b.com shall exclusively apply to all Users. Any terms and conditions of Users diverging from or opposed to these terms & conditions of use shall not apply unless approved in writing by Globo Service GmbH in the particular case.
2. Globo Service GmbH reserves the right to amend these terms & conditions of use at any time without stating any reasons. In the case of an amendment, a publication or notification will be placed on the platform.

II. Contents, availability of the platform

1. All contents of the platform www.gsm-b2b.com are based solely on the information provided by the suppliers and are not reviewed by Globo Service GmbH. Globo Service GmbH does not adopt the contents as its own. Globo Service GmbH assumes no warranty or guarantee, whether expressly or tacitly, for the correctness or accuracy, up-to-datedness or completeness of the contents and shall not be held liable for any resulting losses or disadvantages.
2. Globo Service GmbH shall have the right to modify, complement or remove any and all sections of the platform at its sole discretion.
3. The platform can be used only in connection with the latest state of the art equipment. Technical disruptions of the power supply and/or transmission network, hardware/software failures, shortages in capacity, security- or service-related interruptions may restrict the availability of the platform. Globo Service GmbH offers no warranty and assumes no liability for that the platform is at all times fully usable.

III. Registration

1. Registration requirements
   Only persons (legal and natural persons) who are entrepreneurs within the meaning of the German Civil Code, i.e. who act in their commercial or independent professional activity, are eligible for registration. Individuals are excluded. There exists no claim to be accepted for registration.
2. Requested data
   User has to complete a web form in order to register. User shall fully and accurately provide the data requested on the form. Information that is marked mandatory must be provided.
   User shall truthfully provide the data required for the registration. Globo Service GmbH reserves the right to ban Users whose data are incomplete or obviously wrong, as well as Users who have registered by circumventing the form by technical means. If the data requested change after registration, User shall be obliged to notify any such changes without a delay.
   The consent to the aforesaid use of User's personal data, where required, shall be issued separately. Without such consent, where required, the registration is deemed incomplete and will thus be refused.
3. User name, password
   The User name and the password are not transferable to third parties. In particular, Users are requested to change their password at regular intervals so as to minimize the risk of unauthorized third party access.
4. Registration procedure
   While registering on the platform, User may, after having filled in the form, correct the data entered, where necessary, before submitting the application to Globo Service GmbH for registration by clicking the button "Submit".
   Globo Service GmbH will examine the application for registration. If the outcome is positive, User will receive an e-mail informing User of the relevant User rights.
   Simultaneously, the account will be activated, allowing User to immediately use the platform. Transmission of the access data is deemed the acceptance of the application for registration.
5. In order to credit checks, Bürgel Wirtschaftsinformationen GmbH & Co. KG, P.O. box 500166, 22701 Hamburg Germany or other credit agency, will provide us with addresses and reliability data, including those calculated on mathematical procedures, from you/ your company memorized in their database, provided that we proved our legitimate interest.
   For the purpose of deciding on explanation, realization or termination of the contractual relationship and also for business recommendation, we gather or make use of probability values, on which calculation contact data among other things have some influence.

IV. Scope of the rights of use

1. Globo Service GmbH offers registered Users the use of the platform created and managed by Globo Service GmbH.
2. The scope of the rights of use is set out in the contracts concluded by Globo Service GmbH and the authorized Users and/or their businesses. These contracts shall determine the relevant access level and related rights of use.
   Subject to the contracts made, Globo Service GmbH reserves the right to amend the model as well as the conditions at any time.

V. Term of use / Termination

1. The GSM-B2B membership is extended the same timelength if it wasn't canceled at least 30 days before the end of it.
2. Irrespective of the above, Globo Service GmbH may at any time terminate the right of use, because of extraordinary causes. There is no claim to any refund of paid fees. In particular but without limitation, cause for extraordinary termination is given if
   • User uses the platform to undertake any business which is contrary to any laws or honest practices, or if the use as such is contrary to any laws or honest practices, or
   • User breaches these terms & conditions of use (with provable intent and/or gross negligence), or
   • User has provided incorrect information in the registration, or
   • User is proved to be unreliable in fulfilling the business deal closed via the online platform and/or Globo Service GmbH obtains knowledge of any repeated, culpable breaches of contract in connection with the business deals initiated via the online platform, or
   • User, on purpose or by gross negligence, transmitted incorrect data to Globo Service GmbH, to place them on the platform, or
   • User trades of non-original goods, or goods with no legal background. (Originality and legality of the goods shall be accompanied by supporting documentation to prove), or
   • negative information about economic conditions respectively creditworthiness are received by GSM-B2B, or
   • reasons, giving rise to doubts about a users seriousness and solidarity, are discovered.
3. In case of extraordinary termination die Globo Service GmbH reserves the right to inform other users.

VI. Conclusion of contracts between Users

Globo Service GmbH is involved only as an intermediary in the conclusion of any contracts facilitated by the platform.
Therefore, the agreement on the relevant terms of contract as well as the implementation and settlement of any contract is solely the responsibility of the Users, whose supply and demand are brought together through the platform. In particular, Globo Service GmbH assumes no obligation to check or be liable for the delivery or acceptance of any goods or services, or for that consideration which is made for same.

VII. Obligations of User, rights in databases, other rights

1. User shall be obliged to use the platform made available by Globo Service GmbH only for the designated purposes and to refrain from any other, improper use of the platform. In particular but without limitation, it is question of improper use if
   • the purpose of the use are business dealings which are contrary to any laws or honest practices, or
   • the use as such is contrary to any laws or honest practices, or
   • the use includes, qualifies as or supports any unfair business practices.
   • user of the platform uses it for competing purposes against this platform or could stand.
   User shall notify Globo Service GmbH without delay of any unfair business practices applied by other Users, which User becomes aware of in connection with the use of the platform and/or the performance of a contract and/or otherwise.
2. If User acquires any rights (such as copyrights etc.) by a placement on the platform, he shall waive his share in the rights of exploitation, especially the assertion of claims within the meaning of Sec. 87 a et seq. UrhG (German Copyright Act).
3. The copyright as well as any other rights in any information published on the platform and its get-up are protected by law and are fully reserved. Any copying, dissemination, exhibition, representation or other use of the platform or its contents is prohibited unless its purpose is the personal use of the platform in conformity with the contract and designated purpose.
   Upon acceptance of the registration by Globo Service GmbH in accordance with these terms & conditions, User shall be entitled to use the platform in the ordinary course of business within the limits established by Sec. 87 a et seq. UrhG.
4. The marking rights and trademarks placed on and/or used for the platform are subject to statutory protection. They may not be modified or used or otherwise utilized without the appropriate approval. This applies also to indications towards any such rights.

VIII. Links and other third party contents

Where the website references other websites or includes links to other websites operated by third parties, Globo Service GmbH shall not be held responsible for the contents of these third party websites, unless Globo Service GmbH is aware of the contents and it is technically feasible and reasonably practicable to prevent the use of the links in the event of any illegal contents. The contents of the sites operated by third parties qualify as third party contents which Globo Service GmbH expressly does not adopt as its own and on which Globo Service GmbH has no influence. In general, no liability is assumed for any such third party contents.

IX. Liability

1. The information provided to the user is intended for guidance purposes. The use of this is at own risk. There is no liability is assumed for these.
2. User undertakes to indemnify Globo Service GmbH in the internal relationship on first request from and against any and all claims of third parties, on whichever legal grounds, which are based on unlawful acts of User or faulty contents of the information provided by User. In particular, this applies to claims based on copyright infringements, data protection violations, trademark infringements and acts of unfair competition.

X. Data protection

Globo Service GmbH shall comply with the provisions of data protection of the BDSG (German Federal Data Protection Act) and the TDDSG (German Teleservices Data Protection Act) in the collection, exploitation and transfer of personal data:

1. The statutory requirements
   The User data are processed in accordance with the requirements of tele services data protection. Accordingly, Globo Service GmbH has the right to use personal data for the purpose of processing, provided this is required to establish, devise the contents of, or amend a contract (master data) and to render and, if applicable, bill the services (use data). Data will be processed and used after the end of a use of the platform only to the extent required for billing, if applicable (billing data), this includes the transfer of the data to third parties, where required to determine the remuneration and to bill a use.
   For the event that Users request individual proof of the use of specific offers subject to a charge, billing data, if any, will be stored for a maximum period of six months after the posting of the bill, unless objections are raised against a bill or payments remain outstanding.
   Unless objected to by the Users, Globo Service GmbH is allowed for purposes of advertising, market research and for the customized design of its services, to draw up use profiles using pseudonyms for the Users. Any objections in this respect shall be addressed directly to info@gsm-b2b.com.
2. Data protection at Globo Service GmbH

   Data processing

   When Users apply for registration, their name, address and payment details are requested. These data will be used for the following purposes:
   

   • rendering and billing of services;
   • information about products and services, or about those of other companies; Users who do not wish to receive such information are asked to contact the service desk (info@gsm-b2b.com);
   • transfer of data to third parties as required by the law.

   Cookies

   Cookies may be used on the platform which the browser will store on the User's computer. Cookies will be used to store information (including, for example, the settings of a PC) to facilitate future visits to the platform. This information includes neither names nor addresses nor any other personal data. The browser of the platform can be set up so no cookies are accepted when the platform is visited. Should User opt against cookies, however, User may not be able to make use of all the possibilities offered by the platform or be denied access to certain parts of the platform.

   Transfer of data to non-EU countries

   For technical and operational reasons, it may be required to transfer User data to (the servers of) companies cooperating or affiliated with Globo Service GmbH, which are situated in Europe or other countries outside Europe, and whose data protection requirements may not offer the same level of protection as in the European Union. However, Globo Service GmbH shall at all times take the appropriate measures to ensure optimum protection of the data.

   Viewing and correction of data

   If User would like to view the data Globo Service GmbH has stored about User, or amend any User data, he is requested to contact the service desk (info@gsm-b2b.com).

   Amendments

   This data protection statement remains subject to amendment. Amendments, if any, will be publicized on the platform.

XI. Miscellaneous

1. The use of the platform shall be governed exclusively by the laws of Germany with the exclusion of the UN Sales Convention.
2. Provided User is a merchant or a person not domiciled in Germany, the place of jurisdiction shall be the domicile of Globo Service GmbH; however, Globo Service GmbH shall have the right to sue User at any other legally admissible place of jurisdiction.
3. If any of the above provisions of these terms & conditions are held to be or become, wholly or partially, invalid, nothing in this shall prejudice the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision which accomplishes, to the best possible extent, the recognizable economic purpose of the invalid provision. The same applies in the case of any regulatory gaps in these terms & conditions.