Supply of Goods Terms & Conditions

Version 8  – Last updated: February 2026  

1. Interpretation 

1.1 Definitions:

1.2 A person includes a natural person, firm, company or unincorporated body (whether or not that body is treated in law as having a separate legal personality).

1.3 A reference to a party includes its successors and anyone to whom it transfers its rights and obligations in accordance with these Terms.

1.4 A reference to a statute or statutory provision should be read to include any amendments or re-enactments of it. A reference to a statute or statutory provision includes all regulations or other legally binding guidance made under it.

1.5 The terms including, include, in particular, for example or any similar expression have been used to illustrate only and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6 Unless the context otherwise requires the terms us, our, or we are references to the Relevant Nivoda Entity; and 

1.7 To contact us please use the contact form on our website. To give us formal notice of any matter under these Terms please refer to Clause 14.

2. Status of these Terms 

2.1 These Terms govern all Orders placed by you and the supply of Goods by us to you. They apply to every Order without exception.When you place an Order, you declare that you have read, understood and agreed to be bound by these Terms.

2.2 These Terms are agreed between you and the Relevant Nivoda Entity. If no Relevant Nivoda Entity is nominated, the default Relevant Nivoda Entity shall be Nivoda Limited. 

2.3.Notwithstanding Clause 2.2, regardless of which entity contracts with you as the Relevant Nivoda Entity under these Terms: 

   2.3.1 any loss suffered by or liability owed to any Group Company shall be deemed to have been suffered by or owed to, and recoverable by, the Relevant Nivoda Entity; 

   2.3.2.any benefit of these Terms shall be conferred on all Group Companies; 

   2.3.3 any obligation on the Relevant Nivoda Entity under these Terms shall be able to be performed on behalf of the Relevant Nivoda Entity by any other Group Company; and 

   2.3.4 the Relevant Nivoda Entity shall be entitled to nominate another Group Company to be the Relevant Nivoda Entity under these Terms at any time by notice to you.

2.4 This agreement incorporates the Nivoda Feed Centre and Nivoda Connect Terms of Use contained herein at Schedule 1 and expressly incorporated into these Terms. Your agreement to these Terms includes your agreement to the Schedule 1 terms, which will apply to your use of the Feed Centre & Nivoda Connect. If you do not agree to the Schedule 1 Terms, you must not use the Feed Centre and / or Nivoda Connect. In the event of any conflict or inconsistency between these Terms and the Schedule 1 Terms, the Schedule 1 Terms shall apply as regards to your use of the Feed Centre & Nivoda Connect specifically, but these Terms will prevail in all other respects.

2.5 These Terms apply in addition to any other terms of use or other terms and conditions, policies or guidelines agreed between you and any Relevant Nivoda Entity from time to time, including the website Terms and Conditions, our Privacy Policy and our AML Policy.

2.6 In the event of any conflict or inconsistency between any of the provisions described in these Terms and any of the other policies/terms and conditions, the relevant policy/terms and conditions listed first in the following list will prevail:

2.6.1 the Privacy Notice (insofar as it relates to personal data); 

2.6.2 the Memo Terms (insofar as it relates to the use of Nivoda Memo); 

2.6.3 the Nivoda Written in Stone Eternally – WISE Terms (insofar as it relates to your purchase of Written in Stone Eternally – WISE Certified Goods and Written in Stone Eternally – WISE Certificates); 

2.6.4 the AML Policy; 

2.6.5 these Terms; and

2.6.6 the website Terms and Conditions.

2.7 We may amend these Terms from time to time. The most recently published version of these terms will apply each time you submit an Order with us. Please check the Platform and Website for any changes to these Terms every time you place a new Order with us.  

2.8 By placing an Order with us you confirm that: 

2.8.1 you are able to agree to and perform all the obligations set out in these Terms and any other terms and conditions incorporated by reference or agreed between us from time to time;

2.8.2 in accordance with Clause 7.4 of our Website Terms and Conditions, you also confirm and agree that you are acting on behalf of a bona fide business in the jewellery trade and you are acting wholly in the course of business when placing an order; and 

2.8.3you are not a Consumer and/or do not act on behalf of a Consumer.

3. The Order Process

3.1 When you place an Order, you are offering to purchase the Goods from a Relevant Nivoda Entity on the terms set out in the Order, the Specification and these Terms, which any Relevant Nivoda Entity shall be free to accept or decline in its absolute discretion. 

3.2 An Order shall only be accepted when we accept it in writing by email or via the Platform. Our acceptance will identify the applicable Relevant Nivoda Entity. When we accept an Order, a binding legal contract will be formed between you and that Relevant Nivoda Entity and the Customer on these Terms. 

3.3 All Orders will be conditional upon (among other things) the Relevant Nivoda Entity receiving confirmation from the relevant Supplier that the relevant Goods are available and confirmation of the Specification, grading, price and estimated delivery times of the Goods. If, having received such information from the Supplier, we become aware of any discrepancy between the description or Specification of the Goods on the Platform, or in the Order and the description or Specification of the Goods confirmed by the Supplier, we will check with the Customer whether or not it wants to proceed with the Order notwithstanding any such discrepancy, and we will not continue with the Order until the Customer confirms its intention to do so.  

3.4 If we take payment from a Customer for any Order which we are subsequently unable to fulfil (whether or not the Order is accepted by us), we will refund the Customer to the value of the unavailable Goods or if the Customer agrees, provide alternative Goods. Such refund or replacement will, unless otherwise agreed in writing, be the Customer’s sole and exclusive remedy for any such non-fulfilment. 

3.5 The Customer is responsible for ensuring that the terms of the Order and Specification are complete and accurate.

3.6 Any samples, drawings or advertising that we or our Group Companies produce and any illustrations contained in the descriptions, catalogues or brochures available on the Platform, are for information purposes only and are provided solely for purpose of giving an approximate idea of the Goods referred to in them to show the type of items which may be available. They shall not form part of the Order nor have any contractual force save to the extent they are expressly incorporated into the Order or Specification.  

3.6 For the avoidance of doubt, any Goods available on the Platform from time to time and any quotations for any Goods given by us from time to time shall constitute invitations to treat and not offers to sell. 

3.7 When an order is accepted, we will notify the Customer of  the Order number and the estimated delivery or collection date of the relevant Goods. Please quote the Order number whenever you contact us regarding the Goods that form part of that Order.

4. Your Use of the Platform

4.1 When you use our Platform you agree to comply with our other company policies and terms of use that are made available to you via Nivoda’s platform, website or in writing, from time to time. 

4.2 You may only use the Platform to browse the content for bona fide commercial purposes and to make legitimate purchases. You must not use our Platform other than for commercial purposes and no Consumers are permitted to use our Platform. 

4.3 You must not use our Platform for any false, deceptive, speculative or fraudulent purchases for placing orders without genuine intent to complete payment, or to carry out any comparison purchasing. Comparison purchasing is defined as buying several items at once with the intent to compare and only keep part of the Order. 

4.4 Reasonable effort is made to ensure that our catalogue, stock list and other information on the Platform is true and up to date. However, we do not guarantee stock availability.

4.5 Some Goods characteristics shown on images or videos, including but not limited to size, colour, cut and clarity, may appear different than as seen by the naked eye, depending on your computer hardware, software or screen.

4.6 The Relevant Nivoda Entity may suspend, restrict, or terminate access to the Platform at any time where it reasonably believes that continued use of the Platform may expose the Relevant Nivoda Entity or its Group Companies to financial, legal, regulatory, operational, reputational, or credit risk.

5. Delivery, Title and Risk 

PLEASE READ CLAUSE 5.8 CAREFULLY AND ENSURE THAT YOU COMPLY WITH THE STEPS IT SETS OUT. IT IS IMPORTANT THAT THESE ARE FOLLOWED IN CASE THERE IS A PROBLEM WITH THE GOODS.

5.1 The costs of delivery will be as displayed to the Customer on our Platform and will, unless stated otherwise, be itemised in the Order.

5.2 We shall arrange for the Goods to be delivered to, or collected from the location set out in the Order or otherwise agreed in writing  (the Delivery Location). Delivery or collection is completed when the Goods are delivered to, or collected from the Delivery Location or, in the case of collection, when the Goods are signed for by the Customer or any person collecting the Goods on behalf of the Customer. Delivery of Written in Stone Eternally – WISE Certificates shall be subject to Clause 4 of the Nivoda Written in Stone Eternally – WISE Terms. 

5.3 Risk in the Goods will pass to you, and the Goods will be your sole responsibility, as soon as the Goods are collected or delivered in accordance with Clause 5.2.

5.4 Where you are purchasing as:

5.4.1 an Advance Pay Customer or Payment On Delivery Customer, we will not be obliged to deliver the Goods unless you have paid us for them, and title to the goods will not pass to you until you have paid us for them;

5.4.2 a Standard Pay Customer, we will start arranging for delivery of the Goods when the Order is accepted, but title to the Goods will only pass to you once you have paid us for them and Clause 5.5 shall apply; or

5.4.3 a Credit Pay Customer, we will arrange for delivery of the Goods during your credit period, provided that we may refuse to deliver or delay delivery of the Goods if you are overdue on any amounts owing by you to any Group Company from time to time. Title to the Goods will pass to you upon delivery in accordance with Clause 5.2, but your continued ownership of the Goods will be conditional upon your timely and prompt payment of the invoice relating to the Goods as it falls due. If you fail to pay the relevant invoice by the due date (in accordance with the credit terms applicable to that invoice) and you have not yet sold the Goods, title will automatically and immediately revert to us without further notice until such time as the invoice is settled, and Clause 5.5 shall apply. 

5.5 Where risk in the Goods has passed to you in accordance with Clause 5.3 but title to the Goods has not yet passed (or has reverted to us) in accordance with Clause 5.4:

5.5.1 this means that even if the Goods are in your possession or under your control, you do not own them and they are not your property. You are not entitled to sell or otherwise deal with them until you have settled the relevant invoice and title to the Goods has passed (or passed back) to you in accordance with Clause 5.4;

5.5.2 for so long as we hold title to such Goods, we shall have a particular lien as well as a general lien over the Goods and any related documents. Without prejudice to any other right or remedy we may have, we may reserve the right to require you to return the Goods to us immediately, at your own cost and shall be entitled to repossess such Goods if you fail to pay the relevant invoice as it falls due, and you agree to provide us with access to any premises where the Goods are kept, and any other assistance reasonably requested by us, in order to facilitate such repossession; and 

5.5.3 for the avoidance of doubt, our title to the Goods does not in any way affect your obligation to pay us the amounts owing for the Goods. Our repossession of the Goods will not affect your liability to pay us for any loss or damage to the Goods while in your possession and any other loss, damage or costs we incur as a result of your failure to settle the relevant invoice. Accepting the return or repossession of the Goods in lieu of your payment of the invoice amount is at Nivoda’s sole discretion. 

5.5.4 Where the Customer sells or otherwise disposes of any Goods before full payment of the relevant invoice, the Customer shall hold the proceeds of such sale on trust for the Relevant Nivoda Entity and shall account to the Relevant Nivoda Entity for such proceeds up to the value of the unpaid invoice. The Customer shall ensure that all Goods supplied by the Relevant Nivoda Entity remain identifiable and, where reasonably practicable, segregated from other goods until title has passed in accordance with Clause 5.4.

5.6 Shipment is completed through third party couriers, including: UPS, DHL, Brinks, MalcaAmit, BVC Express, Royal Mail, SFExpress, The Courier Guy and FedEX who may have additional delivery procedures. We reserve the right to refuse shipment to certain international destinations.

5.7 We recognise that delivery times are important for our Customers and we will endeavour to ensure that all orders are delivered in accordance with the target delivery date. However, all stated delivery times are estimates only, may be influenced by factors outside of our control, and are not guaranteed. In particular, we shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, the fault of the courier, or the Customer’s failure to provide us or the courier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.8 We will have the risk in Goods and liability for the delivery of the Goods until they are delivered to or collected by you in accordance with Clause 5.2. For a complaint regarding an incomplete delivery, broken Goods, or defective Goods (including any return or refund request) to be valid, and for us to accept any such risk and liability, the Customer must have fully complied with the following steps:

5.8.1 make sure that you take a video or photograph of the courier handing you the parcel containing the Goods;

5.8.2 check the parcel to see if the seal is intact and that the parcel is undamaged and untampered with. If you see anything to suggest that the parcel has been compromised, including it being damaged, opened, or having a broken seal, etc., do not accept the parcel. It is your responsibility to only accept uncompromised parcels; 

5.8.3 should the exterior of the parcel remain uncompromised, ensure that once accepted, you open the parcel under camera and record a video showing the state of the package and its contents. Customers must include in the recording all items in 5.8.4 the parcel, clearly showing the seal being broken and all the contents of the parcel. This video must be an uninterrupted, uncut and unedited (including vis-à-vis the editing of metadata) video taken in one continuous shot. Any cut, editing or interruption in or to the video may materially prejudice the assessment of the claim and may result in rejection.; and

5.8.5 should the contents of the parcel require returning to us, such Goods must be returned in accordance with Clause 6.8.

5.9 We shall not be liable in any way for any damaged, impaired or incomplete consignments (or any claims regarding the same) if the Customer has not fully complied with the requirements of Clause 5.8. Failure to do so, may materially prejudice Nivoda’s ability to assess any claim. Where such failure occurs, Nivoda reserves the right to reject or reasonably reduce any claim. 

5.10 In case of (a) missing item(s), please send us a message via the support page on our website or via your account on the Platform, clearly describing the issue and adding the video evidence as a link or attachment.

5.11 Subject to Clause 15, if we fail to deliver the Goods, our liability to the Customer shall be limited to (as we decide)  either: (i) refunding to the Customer the total paid by the Customer for the Goods; or (ii) arranging for replacement Goods of a substantially similar description and quality to be sent to the Customer. 

5.12 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.13 Where the Customer is responsible for customs clearance:

5.13.1 The Customer shall at its own cost: (i) obtain and maintain all licences, permits and approvals; (ii) complete all import formalities and customs clearance; (iii) promptly provide all documents, information and assistance reasonably requested by Nivoda, the carrier or the customs broker; and (iv) pay all duties, taxes, fees and any other charges when due. The Customer must complete customs clearance within the timeline notified by us (including via the Platform or email), the carrier or the customs broker; and (ii) any deadline imposed by applicable law or the relevant authorities.

5.13.2 If the Customer fails to comply with this Clause 5.13, the goods may be dealt with as permitted by applicable law, which may include return to Supplier. Any such return or disposal due to Customer’s failure shall not constitute a return under Clause 6, and no Return Allowance shall apply.

5.13.3 Nivoda shall invoice and recover from the Customer all reasonable and properly documented costs, charges, penalties, administrative costs, and any losses incurred by Nivoda arising from such failure.

5.13.4 Customer is responsible for the accuracy and completeness of any information it supplies for import clearance (including product description, tariff classification, customs value and origin) and shall indemnify us against claims, fines and penalties arising from information supplied by the Customer that is false, inaccurate or incomplete.

5.13.5 Nivoda is not liable for delays caused by customs controls, inspections or the Customer’s failure to provide documentation, without prejudice to Clause 12.

5.13.6 For the avoidance of doubt, nothing in this Clause 5.13 changes when risk or title passes under Clauses 5.3–5.5. Where Nivoda is responsible for customs clearance, this Clause 5.13 does not apply.

6. Cancellation and Returns

PLEASE READ THIS CLAUSE CAREFULLY TO ENSURE THAT YOU UNDERSTAND CHARGES THAT MAY BE INCURRED AND COMPLY WITH THE PROCEDURE SET OUT WHEN MAKING A RETURN. 

6.1 The Customer may, at any time before we accept an Order, cancel an Order by written notice to us. However, this may negatively impact your rating on the Platform and your ability to secure the best rates on our Platform going forward. Nivoda retains the right to reject any cancellation request once an Order is accepted, and the Customer shall remain liable for all associated costs incurred up to the date of cancellation, including Supplier fees, handling fees, costs, currency losses, or any lost margin. 

6.2 Nivoda does not offer free returns. All returns are subject to the applicable return fees and conditions as displayed on the Customer’s Platform dashboard, checkout interface, or returns interface, as applicable. Nivoda may update the display, calculation, or presentation of such fees at any time in its sole discretion.

6.3 Applicable return allowances shall be disclosed on your Platform dashboard (the “Return Allowance“) checkout interface, or returns interface, as applicable. Nivoda reserves the right to update the fee display mechanisms at its sole discretion. Return Allowances are discretionary, non-contractual commercial arrangements which may be modified, suspended or withdrawn by us at any time without prior notice or liability.

6.4 Shipping fees are set out in your Platform dashboard and are non-refundable in cases where the Goods are returned. 

6.5 Returns shall only be accepted for Goods that are specified as returnable. You are not able to return Goods which are specified as non-returnable. Unless specifically indicated, required by law or agreed in writing, we retain full discretion as to whether to accept returns for refund, credit, exchange, or any other purpose. 

6.6 Certain Goods available on the Platform may be designated as sealed stones (“Sealed Stones”). All Sealed Stones are designated as non-returnable Goods upon purchase. By purchasing a Sealed Stone, the Customer expressly acknowledges and agrees that Nivoda cannot verify the stone after sealing has occurred and is not liable for any quality issues or claims. 

6.7 The cancellation, return and refund terms applicable to jewellery purchased via the Platform are category-specific and are set out in Clauses 11–13. 

6.8 For returns to be accepted:

6.8.1 you must submit a return request via the return function on the Platform to receive a return label and to arrange collection if required. No return shall be valid unless a return label or written return confirmation has been issued by Nivoda ;

6.8.2 the Goods must be returned strictly in the same condition as received (as evidenced in accordance with Clause 5.8), securely packed with the order number and original certificate (as applicable) included in the parcel and pass Nivoda’s quality control and authenticity verification upon receipt (in accordance with Clause 6.11). Failure to include required documentation or failure to pass quality control may result in rejection of the return; 

6.8.3 the Goods must be handed to the courier on camera and such footage must be unedited, uninterrupted and held by you for at least 14 days. During this time, Nivoda retains the right to request the video from you. Failure to provide the requested footage upon demand may result in rejection of the return and forfeiture of any related claim; and

6.8.4 the Goods must be returned to the Relevant Nivoda entity within the timeframe indicated to you on the Platform dashboard or otherwise in writing. The return period shall be calculated from the date on which the Goods are first received and officially recorded at Nivoda’s relevant entity. Notwithstanding the method of return, the Goods shall be deemed “returned” only when they are physically received by the relevant Nivoda’s Entity. . 

6.8.5 Where the Goods are not physically received within the applicable return period, including due to carrier delay, customs delay, incomplete documentation, or transit disruption, Nivoda reserves the right, at its sole discretion, to reject the return.

6.9 Goods are deemed to have been returned to us: 

6.9.1 If you use a courier arranged through the Platform, risk in the Goods shall pass back to Nivoda only upon physical receipt at the designated local fulfilment hub;

6.9.2 If you arrange your own courier or use a drop-off point, you remain fully responsible for the Goods, including all risk of loss, theft, delay, customs clearance issues, damage in transit, and associated costs, until the Goods are physically received and accepted by the Relevant Nivoda Entity;

6.10 Credit Notes. The Relevant Nivoda Entity may, at its sole discretion, issue a credit note to the Customer in respect of Goods returned to the Relevant Nivoda Entity, or as a referral bonus or first-purchase incentive. Unless otherwise specified, it shall expire 6 months from its date of issue, and any unused balance thereon shall be automatically forfeited thereafter. Credit notes are non-transferable, not valid for payment of any amounts other than future orders, and may not be redeemed for cash, in whole or in part. The Relevant Nivoda Entity shall have no obligation to provide any notice to the Customer of the impending expiry of a credit note. In the event of any conflict between a credit note and the Terms and Conditions, these Terms and Conditions shall govern. 

6.11 Where you return Goods in accordance with this clause (and in particular the steps outlined at Clause 6.8, we will undertake quality and authenticity checks on the returned Goods to verify that the Goods have been returned in the same condition that they were sent. If the Goods:

6.11.1 pass our quality and authenticity checks, we will issue you a credit note in respect of the price paid or payable for the Goods returned (excluding any deductions made according to this clause 6, shipping costs and other fees); or

6.11.2 do not pass our quality or authenticity checks, we will not accept the return, in which case: (i) the Goods will be returned to you (and you will be liable for the associated shipping costs; and (ii) you will remain liable for the price of the Goods in accordance with these Terms.

6.12 Any return or refund right is strictly conditional upon compliance with the Specific Payment Terms and these Terms. Any overdue balances shall render return rights voidable at our sole discretion, including any consignment arrangement. 

6.13 Nivoda reserves the right to monitor your return activity and identify patterns of excessive or abusive returns (“Return Abuse”), including without limitation consistently exceeding reasonable return thresholds, ordering with the intent to return, or otherwise circumventing the commercial intent of the Platform’s return policies. Where Nivoda reasonably determines that Return Abuse has occurred, Nivoda may, without liability and without notice, in addition to any other rights under these Terms:

• a. reduce, suspend, or withdraw your Return Allowance;

• impose additional return fees or administrative charges;

• restrict or suspend your ability to place Orders or access the Platform; or

• terminate your access to the Platform in accordance with these Terms.

7. Certificates

7.1 When you order a certified diamond, gemstone and/or any piece of jewellery, we ship it to you with the accompanying diamond/gemstone certificate or grading report (only if available). Subject to clause 7.3, these certificates are provided by our Suppliers and third-party grading agencies and we do not guarantee and cannot take any responsibility or accept any liability for the contents or accuracy of such reports and certificates. 

7.2 Subject to clause 7.3: (i) the content of the certificate or report does not constitute our opinion and is not endorsed by us; and (ii) the contents of the certificates and reports are based on observations, interpretations and standards of the respective independent laboratories. These standards and observations can differ from lab to lab and on a case by case basis. They should not be relied upon as the sole basis of your decision to purchase the Goods.

7.3 When you order Written in Stone Eternally – WISE Certified Goods, you will receive a Written in Stone Eternally – WISE Certificate with the Written in Stone Eternally – WISE Certified Goods. The Nivoda Written in Stone Eternally – WISE Terms will apply in respect of all Written in Stone Eternally – WISE Certificates and, to the extent that the Nivoda Written in Stone Eternally – WISE Terms conflict with this clause 7, the Nivoda Written in Stone Eternally – WISE Terms will prevail. 

8. Quality  

8.1 We warrant that on delivery, the Goods shall conform with the Order and any Specification.

8.2 We will not be responsible if the Goods do not conform with the Order and any Specification,  if this results from:

8.2.1 something you have done to the Goods or your failure to exercise all due care in handling, storing and maintaining the goods;

8.2.2.any attempted repair or modification to the Goods other than agreed with us;

8.2.3 fair wear and tear, deliberate damage, carelessness, negligence, improper use or abnormal storage or working conditions;

8.2.4 changes made to the Goods to ensure they comply with applicable statutory or regulatory requirements subject to Clause 8.3 below; or

8.2.5 you are not able to prove that any such defect or non-conformance was present upon delivery, by complying with the steps set out in Clause 5.8.

8.3 We expressly limit our warranties to the Goods’ conformity with the Order and Specification. Any other warranties, terms or representations (including those which may be implied by statute or common law) are excluded to the fullest extent permitted by law.

8.5 These Terms shall apply to any repaired or replacement Goods supplied by a Relevant Nivoda Entity.

9. Price and payment  

PLEASE READ THIS CLAUSE CAREFULLY TO ENSURE THAT YOU UNDERSTAND THE IMPLICATIONS, COSTS AND CHARGES ASSOCIATED WITH YOUR PURCHASE OF THE GOODS. THIS INCLUDES THE CONSEQUENCES OF NON-REPAYMENT (FOR EXAMPLE SOFT-CREDIT SEARCHES), WHICH MAY DIFFER DEPENDING ON THE PAYMENT METHOD SELECTED. 

9.1 The Order shall set out the price of the Goods and confirm the type of payment terms to follow for that specific Order (as selected by you from the options available, with the payment term options to be granted at our discretion which may change from time to time) and will be communicated to you at checkout. 

9.2 The general payment terms set out in Clause 9 will apply to all Customers. In addition, specific payment terms (in each case, the “Specific Payment Terms“, as relevant) apply where you purchase goods under or as:

9.2.1 an Advance Pay Customer, see Clause 9.18; 

9.2.2 a Standard Pay Customer, see Clause 9.19;

9.2.3 a Credit Pay Customer, see Clause 9.20; or 

9.2.4 a Payment On Delivery Customer, see Clause 9.21.

9.3 You are responsible for providing us with accurate, complete, and up to date identification and KYC information as set out in the AML policy. You agree to indemnify us for any costs, expenses, liabilities we may suffer or incur as a result of you providing us with inaccurate, incomplete or out of date information, including any sales taxes, or other taxes, duties or levies. In the case of non-compliance with Nivoda’s policies, we reserve the right to take action including, but not limited to suspension, removal, blockage of platform access. 

9.3.1 Where the Relevant Nivoda Entity reasonably suspects that a transaction or your account may expose it to sanctions risk, money laundering risk, fraud risk, or other regulatory exposure. The Relevant Nivoda Entity may, at its sole discretion and without liability and prior notice: (a) suspend or cancel any Order, (b) freeze or delay any transaction, (c) restrict or terminate your account or (d) report the matter to relevant authorities. 

9.4 We shall be entitled to invoice you for each Order on or at any time after an Order is placed, subject to the Specific Payment Terms. Each invoice will identify the relevant Goods and show the price of the Goods (which may either be all inclusive or broken down to show any service or payment fees, at our discretion), any shipping costs and any taxes charged. Invoices will also show any late payment interest or other amounts charged in accordance with these Terms (if applicable). 

9.5 We may invoice you ourselves or through any other Group Company. To the extent an invoice is sent by a Group Company which is not the same as the Relevant Nivoda Entity with whom the Customer has made its contract, you shall still be obliged to make payment to the invoicing Group Company and we hereby acknowledge and agree that payment to the Group Company which has issued the invoice will discharge the Customer’s payment obligations under these Terms. 

9.6 We may, by giving notice to the Customer at any time before confirmation, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

9.6.1 an increase of the price made by the Supplier of the Goods on the Platform;

9.6.2 any factor beyond our control (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

9.6.3 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

9.6.4 any delay caused by any instructions of the Customer or failure of the Customer to give us adequate or accurate information or instructions.

9.7 The price of the Goods excludes amounts in respect of value added tax or similar sales taxes applicable in any jurisdiction (VAT), which the Customer shall additionally be liable to pay to us if applicable at the prevailing rate. VAT will be itemised on your invoice if and as applicable. 

9.8 All invoices should be paid in accordance with the Specific Payment Terms. We reserve the right to cancel, amend or suspend any pending Orders until all overdue sums are paid to us (or any of our Group Companies). Any cancellation of Orders may result in your rating being affected on the Platform. Multiple cancellation of Orders may lead to you being permanently banned or restricted from using the Platform.

9.9 The prices of Goods displayed on the Platform are based on a US Dollar price (the List Price). You may choose to view indicative prices and receive an invoice in any of the currencies available in the Platform settings (the Chosen Currency). 

9.10 Foreign exchange rates are determined by the applicable interbank currency exchange rates at the time when invoices are raised, not at the time that Orders are placed. We take such interbank rates and add a margin of 0.2% for all currencies except South African Rand (ZAR), for which a margin of 0.4% applies,  as will be communicated to you on the Platform to cover our costs. Accordingly, you acknowledge and agree that: 

9.10.1 Chosen Currency prices displayed at the time you place an Order are given for information and are only an estimate of the List Price converted to the Chosen Currency; and

9.10.2 Your Order constitutes an irrevocable offer to purchase the relevant Goods at the List Price, as converted to the Chosen Currency according to the interbank currency exchange rate which applies at the time the relevant invoice is raised, plus the applicable margin referred to above. 

9.11 We reserve the right to change List Prices at any time. We reserve the right to cancel an Order, in whole or in part and at any time, if we reasonably determine or are informed by the relevant Supplier that there has been a material error in the List Price that has been set for any Goods. You will receive a refund for any amounts paid in respect of any such cancelled Order. This will be your sole remedy in respect of such cancellation. 

9.12 Failure by the Customer to pay any amount in full by the applicable due date shall constitute a material payment default and a breach of these Terms (specifically outlined in Clauses 9.17, 9.18, 9.19, 9.20). If you do not make payment by the applicable due date for payment as determined by these Terms, we reserve the right (in addition to any other rights we may have, including the right to charge interest on the overdue amount) to charge as an additional late payment fee, any costs, liabilities or depreciation in value that we may suffer or incur as a result of adverse changes in the foreign exchange rate between the List Price and the Chosen Currency in the period from the due date for payment until payment is actually received by us. Should any payments due remain unpaid for 15 days or more from the date of the payment due, you shall be blocked from making any additional Orders until such invoice is settled in full in accordance with the payment terms contained in this Clause 9.

9.13 Exchange rates may fluctuate substantially. We recommend that you make timely payment to reduce your exposure to fluctuating exchange rates.

9.14 If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved, provided that: (i) you must still make payment on any undisputed amount(s); and (ii) if you incorrectly dispute an invoice, you will be charged interest on the correctly invoiced sums from the original due date at the rate(s) set out in the Specific Payment Terms. 

9.15 you shall pay all amounts due under each invoice in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Nivoda may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us or any other Group Company by you against any amount payable to you by any Group Company.

9.16 you shall remain fully liable for all amounts due in respect of any Order, including where a payment is reversed, disputed, recalled or subject to chargeback through a card issuer, payment service provider or financial institution. Any chargeback, reversal, unauthorised payment dispute, or misuse of our credit card or other payment facilities shall constitute a material breach of these Terms. Without prejudice to any other rights or remedies available to the Relevant Nivoda Entity, we may, at our discretion:

(a) immediately suspend or terminate your account and withdraw any credit facilities;
(b) recover the full amount of the disputed or reversed payment as a debt due;
(c) recharge you via any authorised payment method on file;
(d) recover all associated costs, including chargeback fees, administrative costs, investigation costs, payment processor penalties, legal fees and debt recovery expenses; and
(e) report the matter to relevant payment providers, credit insurers, fraud prevention agencies or law enforcement authorities where appropriate.

All amounts subject to chargeback or reversal shall accrue interest in accordance with Clause 9.13, from the original due date until payment is received in cleared funds. You acknowledge that initiating a chargeback without valid legal basis, while retaining the Goods or benefit of services supplied, constitutes fraudulent conduct. Initiating a chargeback or payment dispute without valid legal grounds while retaining the Goods shall constitute evidence of fraudulent conduct and may be reported to payment processors, fraud prevention agencies, and relevant law enforcement authorities.

9.17 We reserve the right to modify, remove and/or introduce new: 

9.17.1 payment terms, and 

9.17.2 Specific Payment Terms,

under this Clause 9 at our sole discretion.

9.18 Advance Pay Customer Terms

9.18.1 Invoices for Goods for Advance Pay Customers will be issued upfront, at the point an Order is placed. Acceptance of an Order for Advance Pay Customers is conditional upon such invoice first having been being settled in full, and for the avoidance of doubt this means that we will take no steps to confirm an Order or deliver the Goods until we are in receipt of payment in full for the relevant Goods or have received confirmation of cleared funds from any relevant third party payment provider. 

9.18.2 Invoices issued for Advance Pay Customer Orders must be settled in full and in cleared funds within 2 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Relevant Nivoda Entity or through such other payment method detailed on the invoice. 

9.18.3 We reserve the right to cancel any Order until the relevant invoice is paid and we do not guarantee the availability of the Goods until such invoice is settled. In rare circumstances, Goods may be sold by a Supplier to a third party before we are able to process receipt from the Customer and pay the Supplier accordingly. In such circumstances, we will notify the Customer if the Goods requested are no longer available and, if applicable, will refund the relevant fees to the Customer.

9.18.4 If you are an Advance Pay Customer for an Order which we do not subsequently accept, the Relevant Nivoda Entity shall refund Advance Pay Customer for such payment and this shall be the Customer’s only right and remedy.

9.1.5 If you are offered a discount for paying as an Advance Pay Customer but you fail to settle an invoice by the due dates specified herein, you will forfeit your right to that discount and will be obliged to pay the non-discounted price. 

9.19 Standard Pay Customer Terms

9.19.1 Invoices for Orders will be issued to Standard Pay Customers once the relevant Goods from that Order are dispatched. 

9.19.2 Invoices issued to Standard Pay Customers must be settled in full and in cleared funds within 3 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by us or through such other payment method detailed on the invoice. 

9.19.3 Standard Pay Customers failing to make any payment due to us in accordance with the relevant invoice by the due date for payment shall be liable to pay non-compounded interest on the full amount of the overdue sum until payment thereof (whether before or after judgment) at a rate of 0.2% per day, or other such amount as communicated to you through the Platform or agreed between us in writing, which shall accrue daily and be immediately payable together with the overdue sum. 

9.19.4 If a Standard Pay Customer makes payment for an Order which we do not subsequently accept, we shall refund the Customer using Standard Pay for such payment and this shall be the Customer’s only right and remedy. 

9.19.5 If you are offered a discount for paying as a Standard Pay Customer but you fail to settle an invoice by the due dates specified herein, you will be obliged to pay a late fee (currently at a rate of 0.2% per Business Day as may be amended from time to time). 

9.20 Credit Pay Customer Terms 

9.20.1 We will invoice Credit Pay Customers for an Order once the relevant Goods from that Order have been dispatched. 

9.20.2 Credit Pay Customers shall have the option to pay invoices within a selected credit period of 30, 60 or 90 calendar days from the date of invoice (as applicable, subject to the credit terms agreed with each Customer to be determined at our sole discretion and as made available to that Customer through the Platform and stated in the relevant Order). The selected credit period for Credit Pay Customers may attract an additional charge which shall be communicated to Customers at checkout when placing their Order and which will need to be accepted by Customers as part of the checkout process to be eligible as Credit Pay Customers. 

9.20.3 Payment of invoices shall be made to the bank account nominated in writing by us or by such other payment method as may be set out in the relevant invoice.  

9.20.4 Failure by the Customer to pay any amount in full by the applicable due date shall constitute a material payment default and a breach of these Terms. All overdue amounts shall accrue late payment interest at a rate of 0.2% per day, calculated on the outstanding balance from the due date until the date of actual payment in full. Interest shall accrue automatically and without the need for notice or demand. Upon the occurrence of a payment default, and without prejudice to any other rights or remedies available to the Relevant Nivoda Entity under these Terms or at law, we may, at our discretion and without limiting any other remedy:

(a) suspend or withdraw any credit facilities and/or refuse further Orders;
(b) declare all outstanding amounts (including amounts not yet due) immediately due and payable;
(c) issue formal demands or notices of default;
(d) refer, assign or transfer the debt to a third-party collection agency, credit insurer or recovery agent;
(e) disclose relevant Customer, account and transactional information for the purposes of recovery; and/or
(f) commence legal, enforcement, or insolvency proceedings in any competent jurisdiction. (g) suspend any pending shipments; (h) cancel unfulfilled Orders; (i) offset any credit balances or referral bonuses against outstanding debt.

9.20.5 The Customer shall be liable for all reasonable costs and expenses incurred in recovering overdue amounts, including administrative costs, collection agency fees, legal fees, court fees and enforcement costs. Such amounts shall be payable on demand as a debt due in addition to the outstanding principal, accrued interest and any other applicable charges.

9.20.6 Where the Relevant Nivoda Entity has obtained any judgment (including a default judgment) or made any report to a credit reference agency or similar body in respect of the Customer’s default, any subsequent payment or settlement shall not oblige us to apply for rescission, set-aside, variation, or removal of such judgment or credit listing. Responsibility for any such application or rectification shall rest solely with the Customer. We may, at our discretion, provide written confirmation of payment, and any costs incurred by us in connection with further action shall be payable by the Customer on demand.

9.20.6 If you have received a discount for paying on shorter credit terms (e.g. 30 days rather than 60 or 90), you will be obliged to pay a late fee (currently at a rate of 0.2% compounding  per Business Day as may be amended from time to time). 

9.20.7 For the avoidance of doubt, our credit offering is offered at our absolute discretion and shall be subject to any restrictions or conditions as we may decide from time to time. We do not make any promise, warranty or representation: (i) that you will be offered the ability to transact as a Credit Pay Customer, (ii) regarding the credit payment terms that may be available to you as a Credit Pay Customer, or (iii) that we will continue to offer credit terms to you. We may at any time remove or restrict our credit offering to any and/or all users, for any or no reason.

9.20.8 The credit terms offered to Credit Pay Customers may be facilitated by us or our Group Companies or through a third party credit provider (a BNPL Service Provider). Where we use a third party BNPL Service Provider:

9.20.8.1 you may be required to agree to separate terms with us or with such BNPL Service Provider), the terms and charges of which will be communicated to you at the time and which must be accepted by you in order for you to be eligible to transact as a Credit Pay Customer; 

9.20.8.2 we and the BNPL Service Provider have the right to obtain, verify and record information that identifies and authenticates you and your funding sources, by carrying out periodic soft credit checks with credit reference agencies for the purposes of determining your eligibility; 

9.20.8.3 you agree to the use by us or the BNPL Service Provider of credit reference agencies (each, a CRA) in order to assess your eligibility for credit and payment services. You acknowledge and agree that when a CRA receives a search from us or a BNPL Service Provider to assess your eligibility, the CRA will conduct a soft search footprint on your credit report, regardless of whether you progress any application.;

9.20.8.4 you may need to provide us or the BNPL Service Provider with certain personal and or business data in order to assess your eligibility and for other purposes including fraud prevention and identity verification. The manner in which we and the BNPL Service Provider will use this personal data is set out in our privacy policy or the privacy policy of the BNPL Service Provider (which will be part of, or referred to in, your separate agreement with them); and

9.20.8.5 if you make a purchase for goods or services as a Credit Pay Customer, and we use a BNPL Service Provider to facilitate that transaction, you acknowledge and agree that the BNPL Service Provider may undertake a search with a CRA which will leave a hard search footprint on your credit report. 

9.21 Payment On Delivery Customer Terms

9.21.1 Invoices for Goods will be issued to Payment On Delivery Customers when the Goods relating to your Order are ready for collection. 

9.21.2 Collection of the Goods for Payment On Delivery Customers is conditional upon such invoice first having being settled and cleared in full, and for the avoidance of doubt, this means that we will not allow collection of the Goods and you will not be entitled to collect the Goods until we are in receipt of payment in full for the Goods. 

9.21.3 Payment shall be made by transfer of cleared funds to the bank account nominated in writing by us or through such other payment methods detailed in the invoice. 

9.21.4 We reserve the right to cancel any Order until the relevant invoice is paid and we do not guarantee the availability of the Goods until such invoice is settled. In rare circumstances, Goods may be sold by a Supplier to a third party before we are able to process receipt from the Customer and pay the Supplier accordingly. In such circumstances, we will notify the Customer if the Goods requested are no longer available and, if applicable, will refund the relevant fees to the Customer.

9.21.5 If a Customer using Payment On Delivery fails to pay us the amount due to in accordance with the relevant invoice for more than 3 Business Days after being notified that the Goods are ready for collection, we reserve the right to cancel the relevant Order.

9.21.6 If a Payment On Delivery Customer makes payment for an Order which we do not subsequently accept, we shall refund the Customer for such payment and this shall be the Customer’s only right and remedy.

9.22 Purchasing Limits

9.22.1 Once your account is verified with us, we will determine, at our sole discretion, the maximum amount of Goods you will be able to purchase from the Relevant Nivoda Entity (the Purchasing Limit or Credit Limit). Your Purchasing Limit may be separate from any Credit Limit and if so an aggregate limit may also apply. Any applicable limits will be communicated to you through our Platform and you will be able to view the amount of any limit remaining. 

9.22.2 All pending Orders and invoiced Goods will reduce your Purchasing Limit on a rolling basis, until the renewal of your Purchasing Limit by us, with such renewals to be determined at our sole discretion. You are required to stay within your Purchasing Limit and you will be blocked from making any purchases over such Purchasing Limit assigned to you.

9.22.3 We reserve the right to make any changes to a Customer’s Purchasing Limit from time to time. 

10.Jewellery 

10.1 You acknowledge and agree that you are solely and fully responsible for ensuring that any onward sale, supply or distribution of jewellery (including to end consumers) complies with all applicable laws and regulatory requirements in the relevant jurisdiction(s), including (without limitation) hallmarking, labelling, product safety and compliance, consumer protection, advertising, and disclosure obligations.

10.2 Where hallmarking is available as an add-on service, and you select this option during checkout, Nivoda will facilitate hallmarking for the relevant items as an additional service. Any timelines and fees for hallmarking will be displayed on the Platform or otherwise agreed in writing.

10.3 Nivoda may display on the Platform information relating to the metal composition of jewellery and/or potential allergen content (“Composition Information”). Such Composition Information may be provided by third-party suppliers or manufacturers and is not independently tested or certified by Nivoda unless expressly stated otherwise. Whilst Nivoda uses reasonable efforts to ensure that Composition Information is accurate, such Composition Information is provided for convenience only and Nivoda makes no representation, warranty or guarantee that it is complete, accurate or error-free. 

10.3.1. You acknowledge and agree that you are solely responsible for (i) independently verifying the Composition Information prior to any onward sale or supply, and (ii) providing all legally required disclosures, warnings and consumer information to your customers and end-users in accordance with applicable laws and regulations. To the maximum extent permitted by law, Nivoda shall have no liability for any loss, claim or damage arising from reliance on any Composition Information. 

11. Custom Jewellery 

11.1 Any custom jewellery designs uploaded to the Platform must comply with all applicable laws and regulations. In particular, you hereby warrant that any design that you upload to the Platform for the purposes of manufacturing Custom Jewellery shall not infringe upon the intellectual property rights of any third party. 

11.1.1. You shall indemnify and hold harmless Nivoda, its affiliates, suppliers and or manufacturers from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any alleged or actual infringement relating to your Custom Jewellery design, including any claims brought by third parties.

11.2 Once a Custom Jewellery quote is approved, cancellation requests may be accepted only at Nivoda’s discretion and will be subject to cancellation fees. Any applicable cancellation fees will be displayed on the Platform or communicated to you in writing and may reflect design, labour, materials, supplier costs and work already performed.

11.3 Custom Jewellery is bespoke and manufactured to your specifications. Accordingly, Custom Jewellery is non-returnable and non-refundable, except where Nivoda confirms a proven manufacturing defect or a material failure to meet the approved design specifications within the established warranty period (Clause 13).  

12. Made-to-Order Jewellery & Ready to Wear Jewelry 

12.1  You may request cancellation of a Made-to-Order and/or Ready to Wear order only where all of the following conditions are satisfied: 

a. The jewelry piece is configured with only returnable stones on platform, 

b. The cancellation request is made within 24 hours or the next business day following order confirmation (the “Cancellation Window”). 

12.1.1. In case your cancellation does not meet the conditions specified in 12.1, you remain fully obligated to pay the invoice price in accordance with the applicable payment terms set out in clause 9.

12.1.2 After expiry of the Cancellation Window (where applicable), cancellation requests are not guaranteed and may be accepted solely at Nivoda’s discretion, and, if accepted, may be subject to applicable cancellation fees as reflected on the Platform.

12.2 Made-to-Order and Ready-to-Wear Jewellery may be eligible for return within the applicable timeframe, provided that all the conditions below are satisfied. 

a. the centre stone, or any components thereof, may only be returned where they are specified as returnable on the Platform. 

b. the item is returned and received by the relevant Nivoda Entity within 14 days of the customer receipt of the Goods and in accordance with Clause 6;

c. the item passes inspection in accordance with Clauses 6; 

12.3 Where a return is accepted by Nivoda, the refunds will be calculated as follows:

a. if the centre stone is specified as returnable on the Platform and returned in accordance with terms 12.2, the centre stone shall be eligible for a refund of the total stone invoice value, and any refund in respect of the mount shall be capped at a maximum of 80% of the mount value, unless Nivoda agrees otherwise in writing; or

b. if the centre stone is specified as non-returnable on the Platform, no refund shall be payable in respect of the centre stone, and any refund shall be capped at a maximum of 80% of the mount value only, unless Nivoda agrees otherwise in writing.

13. Jewelry Warranties 

13.1 Nivoda offers a 90 days warranty, commencing on the date of goods receipt by you, and shall only apply to Goods which are returned to us in accordance with the terms outlined in Chapter 12. 

This warranty only applies to proven manufacturing defects in materials or workmanship, and does not cover defects, damage or issues caused by:
(a) wear and tear;
(b) misuse, accidental damage, improper storage, or improper care;
(c) normal surface marks, scratches or tarnishing;
(d) customer handling after delivery;
(e) resizing, repair, cleaning, modification or alteration by any third party; or
(f) any alterations not expressly authorised by Nivoda in writing.

13.2 Where a defect claim is accepted under the warranty, any refund or credit shall be limited to the mount invoice value only and exclude the invoice value of the central stone, unless the return happens in accordance with clause 12.2.

13.3 Where Nivoda confirms a proven manufacturing defect or material non-conformity with the approved design specifications, Nivoda may, at its sole discretion:
(a) repair the item;
(b) replace the item; or
(c) accept a return and issue a refund or credit, subject to Clause 12.2 and 13.2. 

14. Jewellery Repairs and Resizing

14.1 You may submit a request to Nivoda to resize jewellery purchased via the Platform. All resizing requests are subject to applicable fees as displayed on the Platform. If your request is accepted you shall pay such amount in accordance with the applicable Specific Payment Terms or as otherwise agreed in writing.

14.2 Any jewellery repaired or resized by (or through) Nivoda will be covered by a 90 days warranty commencing on the date you accept delivery of the repaired/resized jewellery, subject to Clause 13.

15. Limitation of Liability  

15.1Nothing in these Terms shall limit or exclude our or any Group Company’s liability for:

15.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

15.1.2 fraud or fraudulent misrepresentation;

15.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

15.1.4 any matter in respect of which it would be unlawful to exclude or restrict liability.

 15.2 Subject to Clause 15.1:

15.2.1 we shall not (nor shall any Group Company) under any circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profit profits, sales, opportunity, anticipated savings, contracts, or business, (ii) loss of use of or corruption of software, (iii) loss of damage to goodwill or reputation, (iv) or any indirect or consequential loss arising under or in connection with these Terms including in connection with any claims or disputes relating to allergic reactions or (save as expressly stated hereunder) quality issues in respect of Goods; 

15.2.2 we shall not (nor shall any Group Company) under any circumstances whatsoever be liable to the Customer for any matter which would have been covered by our assumption of the risk and liability for defective and/or damaged Goods, but for the Customer’s failure to fully comply with the terms of Clause 5, 6, 11 and 12; and

15.2.3 our (and any Group Company’s) total aggregate liability to the Customer in respect of any and all claims and other losses or liabilities arising under or in connection with:

15.2.3.1 any Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods that were the subject of that Order;

15.2.3.2 any repair or resizing completed in accordance with Clause 14, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the price of the Goods that were the subject of that repair or resizing (as applicable).

16. Indemnity

16.1 You shall, indemnify, defend, and hold harmless us and/or any Group Company and any of our or their, employees, Suppliers, or other partners from any losses, costs, damages, liabilities, and expenses, arising out discontinued access to the site or a third-party claim related in any way to (a) a transaction on the Platform, or (b) unauthorised access to or use of the Platform through your account.

17. Communications Between Us

17.1 When we refer to “in writing” in these Terms, this includes email, messages sent via the online form on the website or via the communication system on the Platform. 

17.2 If you want to contact us, you must do so in writing delivered personally, sent by pre-paid first class post or other next Business Day delivery service, email, online form or via the Platform.

17.3A notice or other communication under these Terms is deemed to have been received:

17.3.1 if delivered personally, on signature of a delivery receipt;

17.3.2 if sent by pre-paid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or

17.3.3 if sent by email (including online form), at 9.00 am the next Business Day after transmission.

17.4 The sender of any notice must be able to show, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

17.5 The provisions of this Clause 17 shall not apply to the service of any proceedings or other documents in any legal action.

18. Assignment 

18.1 The Relevant Nivoda Entity may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms.

18.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Terms without the prior written consent of the Relevant Nivoda Entity.

19. Confidentiality

19.1 You must keep all sensitive or confidential information about our Platform, or the business, affairs, customers, prices, clients or Suppliers of the Relevant Nivoda Entity and/or other Group Companies (together Confidential Information) confidential; and you must not disclose it to any third party, except as permitted by Clause 16.2.

19.2 You may disclose Confidential Information:

19.2.1 to your employees, officers, representatives or professional advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under these Terms, provided that such recipients are bound by confidentiality obligations at least as stringent as set out herein; and

19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that you have given us reasonable prior written notice of such disclosure (to the extent permitted by law).

19.3 You must not, and hereby undertake not to, use Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with these Terms.

20. Force Majeure

20.1 Other than in respect of the Customer’s payment obligations, neither party shall be in breach of these Terms nor be responsible for any failure or delay in performing any of its obligations under these Terms if such delay or failure result from a Force Majeure Event. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 2 months, the unaffected party may terminate the relevant contract formed by these Terms by giving 30 days’ written notice to the affected party. 

21. Entire Agreement 

21.1 These Terms, together with the other terms, conditions, schedules and policies referred to herein, constitutes the entire agreement and understanding between the Relevant Nivoda Entity and the Customer relating to the sale and purchase of the Goods and supersedes any prior agreement, draft agreement, arrangement or understanding (whether in writing or not and whether express or implied) between the parties relating to the same.

21.2 The Customer acknowledges and agrees that it is not entering into an agreement to buy the Goods in reliance upon, and hereby waives any right it might otherwise have to rely upon, any term communicated by, endorsed upon, delivered with or contained in the Platform or any documents other than the Order and the Specification.

21.3 You further agree not to do, or omit to do, anything that may harm or adversely affect the business, reputation, or goodwill of Nivoda, the Platform, or the services described in Schedule 1.

22. Failure to exercise rights 

22.1 Delay by either party in exercising rights under these Terms or at law, not exercising those rights, or only partially exercising those rights, does not mean that the party loses those rights.

23. Severance

23.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision of these Terms is deemed deleted under this Clause 23 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24. No Partnership or Agency

24.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. Rights and Remedies

25.1 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and do not restrict, any other rights or remedies available under any other provisions of these Terms or otherwise available by law.

26. Third Party Rights

26.1 With the exception of our Group Companies, no third party shall have any right to rely on or enforce any of the provisions of these Terms.

27. Changes to these Terms

27.1 From time to time, we may amend these Terms to reflect changes in law, regulatory requirements, security measures ,or best practice or to introduce, modify or remove deal with additional features or functionality which we introduce to the Feed Centre from time to time. 

28. Governing Law

28.1 These Terms, their subject matter and their formation (and all Orders, non-contractual disputes or claims) are governed by English law. 

28.2 The courts of England and Wales shall have exclusive jurisdiction over these Terms, save that a Relevant Nivoda Entity may decide at its option to bring a claim against the Customer in any other jurisdiction.

28.3 For U.S. transactions only: Any dispute arising from transactions involving goods sold or delivered by any individual or company listed at nyddc.com/list shall be resolved exclusively by arbitration before the Diamond Dealers Club, Inc. (“DDC”) in New York City under its rules. You agree to DDC’s jurisdiction, to be personally bound by any award, and waive any forum objections. This clause survives termination.

28.4 Notwithstanding Clause 28.2, the Relevant Nivoda Entity may elect to pursue claims or enforcement proceedings in any jurisdiction where the Customer or its assets are located.

Schedule 1

NIVODA FEED CENTRE and NIVODA CONNECT – TERMS OF USE

1. General 

This Schedule forms part of, and is incorporated into, Nivoda’s Supply of Goods Terms and Conditions. Capitalised terms used but not defined in this Schedule shall have the meaning given to them in the Supply of Goods Terms. In the event of any inconsistency between this Schedule and the Supply of Goods Terms, the provisions of this Schedule shall prevail solely in respect of the Feed Centre and Nivoda Connect.

    2. Feed License, Representation & Warranties

2.1 Nivoda grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Feed Centre solely for displaying eligible goods from the Platform on maximum one website owned and operated by you and which is targeted at consumers only. This licence is conditional upon full compliance with these Terms and may be suspended or terminated at any time without notice or reason.

2.2 The Feed Centre provides access to data relating to goods listed on the Nivoda Platform by third-party suppliers. Hereby you agree and acknowledge that (i) Nivoda acts solely as a technical conduit between you and suppliers, (ii) access to any supplier’s feed, product data or inventory may be restricted, modified, suspended or revoked at any time at the discretion of the relevant supplier and without notice. Accordingly, Nivoda does not guarantee the availability, continuity, completeness, or continued availability of any feed, product listing, inventory data, pricing information or related content, (iii) Nivoda does not control, and shall not be responsible for, any supplier’s decisions, inventory changes, pricing changes, data inaccuracies, withdrawal of goods, or refusal to contract.

2.3 The Feed Centre is provided strictly on an “as is” and “as available” basis. To the maximum extent permitted by law (i) Nivoda makes no representation, warranty or undertaking, whether express or implied, statutory or otherwise, including (without limitation) as to: reliability or completeness of feed data; uptime, availability or uninterrupted access; performance, functionality or error-free operation; fitness for a particular purpose; merchantability; compatibility with your systems; or compliance with any regulatory or consumer requirement, (ii) All implied terms, warranties and conditions (including under statute or common law) are excluded to the fullest extent permitted by law.

2.4 You hereby agree and acknowledge that you are solely responsible for:

a. independently verifying product details before any onward sale;

b. all pricing, mark-ups and tax calculations;

c. product descriptions, marketing claims and consumer disclosures;

d. compliance with consumer protection, trade, sanctions, export and customs laws;

e. payment processing, fraud prevention, returns, refunds and warranties;

f. any consumer, regulatory or third-party claims arising from your website or sales activity.

Nivoda shall have no liability in respect of the above matters. 

2.5 You hereby agree and acknowledge that you will not directly or indirectly, by any circumstance:

a. transfer or sublicense your rights to use the Feed Centre to anyone else, whether for money, for payment in kind or for free (and that you will not rent, lease, sub-license, loan, provide, or otherwise make available, the Feed Centre in any form, in whole or in part to any person without prior written consent from us);

b. copy the Feed Centre, its code, or any content therein except as part of the normal use of the Feed Centre, and not engage in any web scraping, screen scraping or similar practices to copy, extract or repurpose any such code or content;

c. translate, merge, adapt, vary, alter or modify, the whole or any part of the Feed Centre or permit it to be combined with, or become incorporated in, any other programs, except as necessary to use the Feed Centre in the ordinary course of business and as permitted in these Terms;

d. unless expressly permitted by law, not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Feed Centre;

e. use the Feed Centre in any unlawful or immoral manner, for any unlawful or immoral purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Feed Centre;

f. infringe our intellectual property rights or those of any third party in relation to the Feed Centre. You shall not remove, obscure or alter any proprietary notices, branding or attribution included within the Feed Centre or associated data.

g. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Feed Centre;

h. use the Feed Centre in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

i. collect or harvest any information or data from the Feed Centre or our systems or attempt to decipher any transmissions to or from the servers or databases running or communicating with the Feed Centre (other than in the ordinary course of using the Feed Centre)

2.6  All intellectual property rights in and to the Feed Centre and the content transmitted by it, throughout the world, belong to us (or our licensors). You have no intellectual property rights or other rights in, or to, the Feed Centre other than the right to use it in accordance with and subject to these Terms. 

2.7 Nivoda may, at its discretion and without prior notice, monitor usage, impose limits, suspend or permanently disable access where it reasonably believes there is misuse, regulatory exposure, security risk or breach of these Terms.

3. Nivoda Connect License, Representation & Warranty 

3.1 Nivoda may make available a Shopify-based application which enables you to display certain goods listed on the Platform on a Shopify website owned and operated by you. Nivoda does not operate, host, manage or directly control your website, your Shopify account, or any commercial offering made through it.

3.2 Any description of Nivoda Connect, including functionality, features or capabilities made available on the Shopify App Store, on Nivoda’s website or in marketing or onboarding materials, is provided for general informational purposes only and does not form part of these Terms or any contractual commitment as to functionality, availability or performance.

3.3 By using Nivoda Connect, you acknowledge and agree that: (a) All subscription fees are charged and collected by Shopify Billing Service. (bi) You enter into a separate contractual relationship with Shopify. (c) Nivoda is not the merchant of record, payment processor, billing agent, or subscription administrator. (d) Nivoda has no liability for billing disputes, failed charges, subscription cancellations, renewals, refunds and or damages due to service disruptions. (e) Nivoda is not responsible for Shopify API changes, policy changes, enforcement decisions, account suspension or removal of the app from the Shopify App Store. Your relationship with Shopify and any payment processor is solely between you and that provider.

3.4  Nivoda Connect is provided on an “as is” and “as available” basis without any warranty, representation or guarantee of uninterrupted availability, error-free operation or fitness for any particular purpose. Nivoda does not guarantee that Nivoda Connect will be compatible with all Shopify themes, third-party applications, custom code or store configurations. You acknowledge that Nivoda Connect relies on third-party infrastructure and APIs and Nivoda shall not be responsible for any disruption, data error or functionality limitation resulting from changes or failures in such third-party systems.

4. Configuration of Nivoda Connect

4.1 Where necessary for onboarding or support, Nivoda may request collaborator or administrative access. Such access shall be limited to installation, configuration and support of Nivoda Connect. Nivoda does not assume any operational responsibility for your store.

4.2 By using Nivoda Connect you acknowledge and agree that you remain solely responsible for all operation and use of your Shopify store and for all activities conducted through it. Without limitation, you shall be responsible for: (a) Your store settings and configuration, (b) Product eligibility settings, (c)“Managed Markets” or geographic selling settings (d) Shopify Payments restrictions, (e) Shipping, tax and checkout settings, (f) pricing accuracy, mark ups and consumer disclosures, (g) compliance with applicable laws, (h) fraud prevention and chargebacks (i) returns, refunds, warranties and cancellations

4.3 Nivoda has no obligation to monitor, audit or verify your store configuration. Nivoda shall have no liability for any consumer claims, regulatory action, penalties, or losses arising from your store operations. You agree to indemnify and hold harmless Nivoda from any third-party claim arising from your Shopify store, configuration, pricing, marketing or consumer-facing activities.

5. Security and Privacy

5.1 We only use any personal data we collect through your use of the Feed Centre and / or Nivoda Connect  (if any) in the ways set out in Nivoda Privacy Policy. 

3.2 From time to time we may update the Feed Centre Application to improve performance, enhance functionality, reflect changes to the underlying hardware, software and operating system(s), address security issues or for any other reason at our discretion. Sometimes we ‘push’ these updates through automatically, and sometimes we may ask you to take steps to update the version of the Feed Centre you use. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Feed Centre. 

6. Limitations on Liability

6.1 Without prejudice to the foregoing provisions of these terms and the Supply of Good Terms, our total aggregate liability to you in respect of any and all claims and other losses or liabilities arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the higher of: (i) any amounts you have paid us for access to the Feed Centre; and or (ii) £1. 

7. Termination

7.1 Your right to use the Feed Centre is at our discretion and we may suspend, restrict or disable your access to the Feed Centre at any time, without prejudice to any other right or remedy that may be available to us,  and without prior notice