Terms of Service

Shelf.Network (hereinafter the “Administrator”), hereby offers the operators of electronic trading platforms (hereinafter “Operators” and each separately – “Operator”) and the e-auctions organisers (hereinafter -“Organisers” and each separately – “Organiser”), on the other part, to enter into this Agreement as follows. This Agreement specifies the terms and conditions for the provision of services related to the use of Shelf.Network decentralized e-auction system.

This Agreement is public, i. e. the terms and conditions hereof shall be identical for all Operators and Organizers. The Operator's and/or Organizer's implicative actions shall constitute the full and unconditional acceptance of the terms and conditions of the Public Agreement and its enter into force.

The Operator's acceptance of the Agreement (implicative actions) shall be the moment when the Operator connects the electronic trading platform to the decentralized e-auction system in the manner prescribed hereby.
 

The Organizer's acceptance of the Agreement (implicative actions) shall be the moment when the Organizer creates a lot through the Lot Creation Account placed by the link (www.shelf.auction) or the features of the Lot Creation Account integrated into the Operator's Electronic Trading Platform.

The implicative actions specified herein (Agreement acceptance) shall mean that the Operator and/or the Organizer enters into the Agreement on the terms and conditions, in the manner, and within the scope set forth herein, shall fully and unconditionally agree with all the provisions hereof and shall undertake to comply with them.

1. Terms and Definitions
 

  1. Shelf.Network Decentralized E-Auction System (hereinafter the “System”) shall mean an information and telecommunication system owned by the Administrator and consisting of electronic trading platforms, that created the necessary software and technical conditions, interconnected via a special data exchange protocol, and of a decentralized database, which helps the unlimited number of persons to continuously collect, visualize and store the information about the e-auction objects (lots), organizers, operators, e-auction participants, and the e-auction course in respect of a specific lot and results thereof on-line on the Internet. All the System participants shall recognize the System by their participation therein as the single and sufficient source of information on all events and facts related to the holding of an electronic auction.
     

  2. The Lot Creation Account shall mean a set of visual elements of the System accessed by the link (www.shelf.auction), through which the E-auction Organizer gets the opportunity to create a lot by registration, after which the Administrator assigns to the Organizer a couple of cryptographic keys to create a lot with its simultaneous placing on the Electronic Trading Platforms of all Operators being the System's participants.
     

  3. The E-auction shall mean a public auction for the sale or lease of property or property rights held through Electronic Trading Platforms and including the following stages:

    • the creation of a lot by the Organizer on one of the Electronic Trading Platforms, with the Operators being the System's participants, or directly in the System via the Lot Creation Account;

    • the lot exhibition on the Electronic Trading Platforms;

    • electronic trading;

    • entering into agreements and payments.
       

  4. The Electronic Trading Platform shall mean a set of software and hardware that meets all the data exchange protocol requirements, where e-auction is held directly with the help of appropriate software and where the integration with banking and any other payment systems is ensured. Electronic Trading Platforms Operators have the opportunity to integrate the Lot Creation Account into their own Electronic Trading Platforms to enable the Organizers to create lots with their subsequent placement on the Electronic Trading Platforms belonging to Operators being the System's participants. The operation of an Electronic Trading Platform is based on the mutual recognition by the System users of the validity of transaction units (transactions) carried out in the System and the data specified therein, which are verified (validated) by the software system of each Electronic Trading Platform connected to the System in order to achieve mutual consensus in the System. The Electronic Trading Platform is presented in the Internet in the form of a public website where the information on the progress of the e-auction throughout the System is displayed and the opportunity to receive other services is provided on-line, continuously and openly for an unlimited number of people.
     

  5. The Trading Platform Operator shall mean a business entity registered in Georgia or a foreign business entity that has created all the necessary software and hardware conditions for the Electronic Trading Platform operation, including a public Internet website to display relevant information on e-auctions and provision of related services.
     

  6. The Decentralized Database shall mean a set of data on the e-auction, its organizer, operator, participants, lot and price proposals (rates) made for the corresponding lot, which by a special data transmission protocol and storage transactional technology are simultaneously available to all persons who provided the necessary software and hardware conditions to connect to such a database and have actually connected thereto.

    Data storage transactional technology should ensure the continuous growth in the number of the relevant records containing the relevant data and should be able to protect them from change, substitution or any other modification.

     

  7. The E-Auction Organizer (hereinafter - “Organizer”) shall be an individual or a legal entity who/that creates a lot for the sale or lease of property and/or property rights with its automatic placement on the Electronic Trading Platforms of the Operators being the System participants by using the Lot Creation Account placed on the Administrator's resource by the link (www.shelf.auction) or the Lot Creation Account functional features integrated into the Electronic Trading Platforms of the Operators being the System participants.
     

  8. The E-Auction Participant (hereinafter the “Participant”) shall mean an individual or a legal entity who/that meets the requirements established for the party to the relevant contract (a buyer or a tenant) who/that has been registered at one of the Electronic Trading Platforms and has taken the actions necessary for participation in electronic trading, including the deposit payment. A Participant who/that independently committed the actions required for the participation in electronic trading shall make the contributions provided for hereby on the same conditions as the participants who engaged the Operator.
     

  9. The E-Auction Winner shall mean an e-auction participant who/that offered the highest purchase price for the lot and was identified and recorded by the System as the winner of the organized auction.
     

  10. The E-Auction Object (Lot) shall mean the property or property rights (movable and immovable things, securities, corporate rights, etc.) that are subject to sale or lease by the results of an e-auction.
     

  11. The Commission Fee shall mean the amount determined by the E-auction Organizer as remuneration of the Operator, through the Electronic Trading Platform whereof the offer was made by the e-auction winner. Such an amount shall be determined separately for each auction announced in the form of percentage share of the final price of the relevant lot that was created and distributed on Electronic Trading Platforms through the System, and which resulted in the conclusion of the agreement between the Organizer and the e-auction winner and settlements between them. 

 

2. Scope of Agreement
 

  1. This Agreement shall govern the relationship between the Administrator and the Operator, between the Operator and other Operators being the System’s participants in terms of mutual settlements during the organization and holding of electronic auctions on Electronic Trading Platforms through the System.
     

  2. The scope of this Agreement shall be the Administrator's provision of the services aimed at obtaining the right to use the System subject to the observance of the System rules as well as the fulfilment of the System participants' obligations to each other and to the Administrator.
     

  3. The Lot Creation Account placed by the link (www.shelf.auction) or integrated in the Electronic Trading Platforms of the Operators being the System participants allows the Organizer to create lots in the established form with their subsequent simultaneous distribution on all Electronic Trading Platforms connected to the System.
     

  4. The Operator may use the System through:

    • connection to the System through the use of an open code placed in the repository by the link (www.shelf.auction), after which the System will automatically generate a couple of cryptographic keys to connect to the System and through obtaining in the future of the information on the created lots on the Electronic Trading Platforms of the Operators being the System participants;

    • the Operator's integrating the Lot Creation Account features into the website of its own Electronic Trading Platform to enable the Organizers to create lots with their subsequent simultaneous distribution on all Electronic Trading Platforms connected to the System.
       

  5. The Organizer may use the System by registering at the Lot Creation Account by the link (www.shelf.auction) or by using the integrated Lot Creation Account features on the Electronic Trading Platforms of the Operators, being the System participants, by obtaining from the Administrator a couple of cryptographic keys, which allow the Operator to create lots.
     

  6. Detailed information regarding the connection of the Platforms and the Account interface integration to the System of the decentralized e-auction is specified in the “Electronic Platforms Requirements in the Decentralized E-Auction System.”

3. Intellectual Property
 

  1. The Administrator hereunder shall grant the Operator a royalty-free personal inalienable and non-exclusive license to the integration and use of the Lot Creation Account features on its own Electronic Trading Platform to enable the Organizers to create the lots with their subsequent simultaneous distribution on all Electronic Trading Platforms connected to the System.
     

  2. The Operator's connection to the System for obtaining the information on the lots created on the Electronic Trading Platforms of other Operators being the System participants shall be carried out using the open source code regulated by the open source license and placed in the repository by the link (https://gitlab.com/eAuction/docker_deployment).
     

  3. All the materials transmitted by the Administrator to the Operator shall be the intellectual property of the Administrator and/or his/its partners.

 

4. Charging Participants' Deposits and Payment Procedures
 

  1. The Participants' Deposits may be kept on the auction Organizer’s accounts, Operator's accounts or Administrator's accounts.
     

  2. As a general rule, the Administrator is the depository.
     

  3. The Administrator shall receive the fee for services specified in clause 2.2 hereof in the amount of one percent (1 %) of the final price of each lot won, which was created and distributed on Electronic Trading Platforms through the System, which resulted in the conclusion of a contract between the Organizer and the E-auction Winner and mutual settlements therewith.
     

  4. The Organizer shall transfer the Commission Fee to the Administrator. Thereafter, the Commission Fee will be transferred by the Administrator to the Operator, through the Electronic Trading Platform of which the offer of the E-auction Winner has been made.
     

  5. In the event that the Operator owning the integrated Lot Creation Account features by which the lot was created is at the same time the Operator owning the Electronic Trading Platform, on which the E-auction Winner placed his/its offer, such an Operator shall credit to his/its own account the Commission Fee received from the Organizer and shall also receive from the Organizer the Administrator's fee specified in clause  2.2 hereof, with the obligation to transfer it further to the Administrator.
     

  6. The Parties hereto shall undertake to carry out mutual settlements between the System participants within five (5) days upon the date of the agreement between the Organizer and the auction winner and settlements between them.
     

  7. The Administration fee shall be deemed to be paid upon the crediting of the funds to the Administrator's current bank account.
     

  8. The  Operators of Electronic Trading Platforms shall be obliged to provide for the procedure, amounts and terms of mutual settlements in the relevant documents regulating the activities of their Platforms and shall be liable for the Participants' and Organizers' complying with such rules.
     

  9. After the auction, the Party to the Agreement that kept the E-auction Participants' deposits shall undertake to return the deposits to the failing Participants.
     

  10. In case when the Administrator or the Operator has acted as the E-auction Winner depository, the Operator undertakes to transfer to the Organizer the Deposit of the E-auction Winner in addition to the obligation stipulated in clause 4.9 hereof. 
     

  11. In the event that the e-auction and the determination of the E-auction Winner resulted in no agreement or mutual settlements between the Organizer and the E-auction Winner, the Organizer shall undertake to notify the Administrator thereof in writing.
     

  12. In the case provided for in clause 4.11 hereof, where the lot was created by the Organizer by using the Lot Creation Account features integrated into the Operator's Electronic Trading Platform, the Organizer shall undertake to notify the Operator in writing of the conclusion of the agreement. The Operator having received such a notification shall undertake to inform the Administrator in writing of such a notification receipt as well as of the content thereof.

 

5. Rights and Obligations of the Parties

  1. The Administrator shall be obliged to:

    • comply with the terms and conditions hereof;

    • provide the services in the manner and under conditions established hereby subject to the effective legislation;

    • provide the Operator with advisory assistance regarding connection to the System and the Lot Creation Account integration in the Operator's Electronic Trading Platform;

    • ensure the smooth operation of the Lot Creation Account, accessed by the link (www.shelf.auction);

    • take organizational and technical measures to prevent unauthorized obtaining of the opportunity to create lots;

    • inform the Operator of the amendments and changes hereto through e-mails;

    • inform the Operator in advance of the System updating, introduction of new formats of electronic data, software, technical and technological means, as well as technical works that make it impossible to connect to the System;
       

  2. The Operator shall be obliged to:

    • comply with the terms and conditions hereof;

    • use the System only for the purposes specified herein;

    • provide for the procedure, amounts, and terms of mutual settlements with the Participants who purchased the lots through their Electronic Trading Platforms in the relevant documents regulating the activities of their Platforms;

    • pay the Commission Fee in compliance with Section 4 hereof;

    • comply with the terms and conditions hereof and use the System in compliance with them;

    • provide the Administrator with the reliable information on the Electronic Trading Platform activity;

    • provide the copies of the supporting documents at the Administrator's request;

    • comply with the Law of Georgia “On Personal Data Protection” if such data are to be provided to the Administrator for storage or processing during the term of the Services;

    • comply with the Law of Georgia “On Personal Data Protection” while storing and processing of data required for the System use.
       

  3. The Administrator shall be entitled to:

    • obtain the compensation in the form of a fine from the Operator in the of the latter's violation hereof under clause  6.3 hereof;

    • receive the remuneration from the Operator for the System;

    • request and receive from the Operator the reliable information on the Electronic Trading Platform activity;

    • request and receive from the Operator the copies of supporting documents regarding the number of sold lots and their selling price;

    • engage the auditors to monitor the reliability of the information provided by the Operators.
       

  4. The Operator shall be entitled to:

    • require the Administrator to provide the services in compliance with the terms and conditions hereof;

    • in case of any comments regarding the quality of services, inform the Administrator thereof in writing and in a timely manner.
       

  5. The Organizer shall be entitled to create lots through the Lot Creation Account placed by the link (www.shelf.auction) or through the Lot Creation Account features integrated in the Operator's Electronic Trading Platform.
     

  6. When creating a lot through the Lot Creation Account, the Organizer shall confirm that he possesses sufficient powers to create such lot and to enter into a future agreement on the lot subject with the E-auction Winner.
     

  7. While creating the lot, the Organizer shall confirm that the information related to the terms and conditions of the lot, the powers of the placing Organizer as well as the Organizers' details is true. Moreover, the Organizer shall be liable for the correctness of such information.
     

  8. The E-auction Winner shall undertake to enter into an agreement with the E-auction Organizer in compliance with the winning lot terms and conditions.

 

6. Liability of the Parties and Dispute Resolution
 

  1. In case if the E-auction Organizer fails to fulfil the payment obligations specified in Section 4 hereof, the Administrator shall be entitled to apply the sanctions to the Organizer through the blocking of the pair of cryptographic keys, using which the Organizer gets the opportunity to create the lots in the Lot Creation Account through the Lot Creation Account features sold on the Electronic Trading Platforms with their subsequent expansion to the System Participants Electronic Trading Platforms.
     

  2. In case if the E-auction Operator fails to fulfil the payment obligations specified in Section 4 hereof, the Administrator shall be entitled to apply the sanctions to the Organizer through the blocking of the pair of cryptographic keys, using which the Operator gets the opportunity to integrate the Lot Creation Account features in his own Electronic Trading Platforms.
     

  3. The Parties shall endeavour to resolve any contradictions that may arise between them hereunder through negotiation. If the Parties fail to resolve the dispute through negotiation, such a dispute shall be subject to consideration at the International Commercial Arbitration Court at the Chamber of Commerce and Industry of Georgia in accordance with the Rules thereof.
     

  4. All legal relations arising out of or related to this Agreement, including those related to the validity, conclusion, implementation, modification, and termination of the Agreement, the interpretation of the terms and conditions hereof, as well as the determination of the consequences of invalidity or violation hereof, shall be governed by the Agreement and the effective legislation of Georgia and the business customs applying to such legal relations on the basis of the principles of good faith, reasonableness and fairness.
     

  5. In the case of failure to fulfil the obligation to enter into an agreement specified in clause 5.6 hereof, the Organizer shall obtain the right to retain the deposit of the E-auction Winner as a sanction.

 

7. Disclaimer
 

  1. The Trading Platform Operator will not specify that he/it is affiliated with the Company in connection with any modifications or redistribution of this open source software.
     

  2. The source code issued by the Administrator in connection with the System, which is the open source software, shall not constitute a share of the Services, and the use of such a source code without interacting with the Administrator's services shall not be covered by this Agreement. However, this Agreement will apply to the cases when the Administrator provides access to and use of the System through his/its websites and/or programs as a service.
     

  3. In all statutory cases: In no event the Administrator or his/its counterparties are liable for any indirect, special, accidental, consequential or punitive damages of any kind (including but not limited to the damages relating to the loss of profit or other revenue, loss of data use or loss of data, or the damage resulting from the interruption of activity) arising out of or in any way connected with the System access or use or otherwise related hereto, regardless of the form thereof, either under the agreement, damage (including, but not limited to, slight negligence, active, passive, or one that is associated with guilt) or based on another legal or equity act (even if the Party has been notified of the possibility of such damages, inducing expressed or implied; and (ii) in no event the aggregate liability of the Administrator and its counterparties (jointly), including contractual, warranty or tort liability (including negligence, active, passive, or one that is associated with the guilt), or that arising out of another legal act, arising out of or related to the agreement of the possibility to use or impossibility to use the services hereunder.
     

  4. The Administrator shall reserve the right to terminate this Agreement or suspend the access to the System without prior notice and at his/its own discretion. The Operator may terminate this Agreement without any notice by ceasing to use the Services. All rights and licenses granted to the Operator hereunder will be immediately cancelled upon the termination hereof or suspension of the access to the Services, and the Operator shall immediately pay any fee payable to the Administrator hereunder.
     

  5. The Administrator shall reserve the right to amend or change the terms and conditions hereof from time to time at his/its own discretion. If the Operator does not agree to the modified Agreement, the Operator must stop using the Services.
     

  6. The Administrator shall not operate or support the Operators' web pages or hubs. The Administrator shall not be liable for the Operator's web pages or hubs.

 

8. Personal Data Protection
 

  1. Trading Platforms Operators shall be obliged to comply with the Laws “On Personal Data Protection” if such data must be provided to the Administrator while using the System for storage or processing as well as when storing and processing the data of the E-auction Participants.
     

  2. The consent of the E-auction Participant for personal data processing in the form provided for in Appendix A hereto shall be a mandatory condition for participation in the E-auction.

 

9. Force Majeure
 

  1. Neither Party shall be liable for the failure to fulfil the obligations hereunder if such non-fulfilment was due to force majeure circumstances (hereinafter the “Force Majeure”), including, but not limited to: natural disasters, extreme weather conditions, fires, wars, strikes, warfare, ATO, mass disorders, adoption of relevant deeds of normative or non-normative nature by state authorities and management bodies. In the case of force majeure, the influenced Party should notify the other Party in writing of the events that caused Force Majeure within five (5) calendar days. If the delay caused by force majeure exceeds sixty (60) calendar days, either Party may terminate the Agreement in terms of the unfulfilled obligations within the next sixty (60) days by a 10-day's notification of termination submitted to the other Party.
     

  2. The existence and duration of Force Majeure shall be evidenced by a document issued by the Chamber of Commerce and Industry of Georgia.

 

10. Term of Agreement; Amendments and Termination
 

  1. This Agreement shall enter into force for the Operator upon the latter's connection to the System and shall be valid until full fulfilment by the Parties of their obligations hereunder.
     

  2. This Agreement shall come into force for the Organizer upon the creation of a lot through the Lot Creation Account placed by the link (www.shelf.auction) or through the Lot Creation Account features integrated in the Operator's Electronic Trading Platform and shall be valid until full fulfilment by the Parties of their obligations hereunder.
     

  3. This Agreement may be terminated:

    • in case of the Operator's delay in payment for the System use for more than thirty (30) banking days;

    • in case of force majeure circumstances (Force Majeure) lasting more than thirty (60) calendar days;

    • as agreed by the Parties, with at least 15 business days notification to the other Party.
       

  4. The Administrator shall unilaterally introduce changes (amendments) hereto as well as change the procedure, scope and terms of services. All changes (amendments) made by the Administrator hereto shall come into force and become binding on the Operator upon their publication on the Administrator's web site. The Administrator shall notify the Operator of any new terms and conditions hereof thirty (30) days prior to their introduction by an e-mail. If the Operator disagrees with the changes made hereto, the Operator may terminate the Agreement in the manner prescribed hereby. All appendices, changes and amendments to this Agreement shall constitute and integral part hereof.

 

11. Miscellaneous
 

  1. Any Party may assign its rights hereunder, in whole or in part, to its successors, affiliates, subsidiaries or other persons with a written notification of the other Party at least thirty (30) days prior to such an assignment. Any duties and rights hereunder may be assigned only with the written consent of the other Party.
     

  2. This Agreement shall supersede all preliminary agreements, arrangements or correspondence relating to the subject matter hereof.

 


Appendix A
To the Public Agreement for Shelf.Network Decentralized E-Auction System Services

 

Consent to Personal Data Processing
 

  1. By filling out and registering my account in the decentralized electronic auction system (hereinafter referred to as the System), I give my explicit consent to the processing of my personal data in the scope provided by me when registering an account in the System for their distribution and/or disclosure in the System, resulting in the access to and the possibility of their processing by the operators of the System electronic trading platforms and third parties, as well as the ability to collect, store, and display them on-line, continuously and free of charge with open access for the unlimited number of persons in the System and the Internet. 
     

  2. All documents, data, information or personal data registered with the System are processed (including stored) in order to ensure the full operation of electronic trading platforms and the System as well as to ensure and meet the needs of other entities participating in the relationship related to an electronic auction in accordance with the effective legislation of US that regulate legal relations in this area.

  3. I confirm the accuracy of the information I have entered to register my account in the System and I undertake to amend my personal account accordingly while further use of the System.
     

  4. I hereby acknowledge that in the case of my neglect of my personal data protection as well as the login and password, third parties may receive unauthorized access to my account in the System. The Operator shall not be liable for damages caused to me as due to such unauthorized access.
     

  5. When registering for participation in the selected electronic auction, I agree that I have read the information about the lot and the essential terms and conditions of the agreement specified by the organizer in the lot details, including the lot starting price and the lease term, if any. I agree with the terms of the selected electronic auction and undertake to comply with them. I confirm my compliance with the statutory requirements to the person who/that may be the buyer or lessee of the lot in question.
     

  6. I am acquainted with the existence of my rights in accordance with the Law of US “On Personal Data Protection”. I understand and agree that the above information cannot be removed from the System.