Memo Supplier Terms & Conditions

NIVODA MEMO SUPPLIER TERMS AND CONDITIONS

Version [2.0]

Dated: [20] June 2025

1. Introduction
   1. These terms govern our provision of, and your use of, Nivoda Memo services. “Nivoda Memo” is the term we use to describe the service offered on our Platform that allows us, on behalf of you, to send Consigned Goods to potential purchasers to allow them to take temporary possession in order to investigate the potential purchase of the Consigned Goods. 
   2. You acknowledge that it is your decision, at your discretion, whether or not to use Nivoda Memo. If you do decide to use Nivoda Memo, you agree that you have made your own assessment as to the merits of Nivoda Memo and that your use will be strictly subject to these Terms. 
2. Interpretation
   1. Unless otherwise defined herein or the context otherwise requires, terms defined in the Purchase Terms shall have the same meanings when used in these Terms. 
   2. In these Terms, the following terms shall have the following meanings:

1. 1. In these Terms:

• A person includes a natural person, firm, corporate or unincorporated body (whether or not having separate legal personality).

• A reference to a party includes its successors and permitted assigns.

• A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

• Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

• Unless the context otherwise requires:

• the terms us, our, or we are references to Nivoda; and 

• the terms you or your are references to you, the supplier using Nivoda Memo. 

1. 1. Status of these Terms
      1. These Terms apply in addition to the Purchase Terms available at https://nivoda.com/purchase-of-goods-terms-conditions and the documents referred to therein, each as amended from time to time (“Nivoda Terms“). Your compliance with the Nivoda Terms in all respects shall be an ongoing condition to our obligations under these Terms and your ability to use Nivoda Memo. For Nivoda Express Users, in addition you must comply with the Nivoda Express Terms as regards your use of Nivoda Express. For users of Nivoda Written in Stone Eternally – WISE Services, in addition to you must comply with the Nivoda Written in Stone Eternally – WISE Terms as regards your use of Nivoda Written in Stone Eternally – WISE Services. Nivoda Express Users compliance with the Nivoda Terms, the Nivoda Express Terms (as applicable) and the Nivoda Written in Stone Eternally – WISE Terms (as applicable) in all respects shall be an ongoing condition to our obligations under these Terms and your ability to use Nivoda Memo. 
      2. In the event of any conflict or inconsistency between these Terms and the Purchase Terms, these Terms will prevail as regards any issue relating specifically to Nivoda Memo and the Purchase Terms will prevail in all other respects. In the event on any conflict or inconsistency between these Terms and the Nivoda Express Terms, these Terms will prevail as regards any issue relating specifically to Nivoda Memo and the Nivoda Express Terms will prevail as regards any issue relating specifically to Nivoda Express (unless otherwise indicated herein). In the event of any conflict or inconsistency between these Terms and the Nivoda Written in Stone Eternally – WISE Terms, these Terms will prevail as regards any issue relating specifically to Nivoda Memo and the Nivoda Written in Stone Eternally – WISE Terms will prevail as regards any issue relating specifically to Nivoda Written in Stone Eternally – WISE Services and Written in Stone Eternally – WISE Certificates (unless otherwise indicated therein).
      3. We may amend these Terms from time to time by posting the updated version on our Platform. We will use reasonable endeavours to make you aware of any significant changes before they are due to take effect, but it is your responsibility to check for any changes to these Terms every time you use any Nivoda Memo services. Your continued use of Nivoda Memo (or any part thereof) will be taken as your agreement to any revised terms.
      4. By using Nivoda Memo (or any part thereof) you confirm that 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 in writing from time to time). In accordance with our Terms and Conditions of Use available here: https://nivoda.com/terms-conditions, you also confirm and agree that you are acting on behalf of a bona fide business in the jewellery trade. 
   2. Terms of Use of Nivoda Memo 
      1. Any use by you of Nivoda Memo (or any part thereof) is at our discretion. Nivoda Memo will not be appropriate for everyone and not everyone will be eligible to be a user of Nivoda Memo. Our decision as to whether a particular user is entitled to use Nivoda Memo shall be final, and this decision may vary on a case by case basis and from time to time. If we allow you to use Nivoda Memo in any particular instance this does not mean that you have the right to use Nivoda Memo in any other instance.
      2. We may discontinue Nivoda Memo at any time and for any reason, at our discretion (and in whole or in part). We may also withdraw your right to use Nivoda Memo at any time and for any reason (including if you are in breach of these Terms), at our discretion. If we discontinue Nivoda Memo or if we withdraw your right to continue to use Nivoda Memo, we will notify you to explain how and when your ability to use Nivoda Memo will end, and how and when any unsold Consigned Goods will be returned to you.
   3. Our Group
      1. These Terms are entered into by us on behalf of us and our Affiliates, in conjunction with whom we operate the Platform and provide our services. Accordingly: 
         1. we may at our discretion exercise our rights and carry out our obligations under these Terms through or with the assistance of any of our Affiliates; and 
         2. if you breach these Terms, we shall be entitled (without prejudice to any other right or remedy we or our Affiliates may have) to claim against you for damages suffered by us and/or any of our Affiliates.  
   4. Consignment of Goods 
      1. Nivoda Memo users (who are not Nivoda Express Users) may request to consign goods to us for Memoing by submitting a Memorandum Form. Nivoda Express Users may request to consign goods to us by submitting a Consignment Form in accordance with clause 6 of the Nivoda Express Terms and may opt in to use Nivoda Memo on the Platform in respect of such goods. 
      2. Submission of a Memorandum Form represents a request by you to consign the goods detailed therein to us, and may be accepted or refused in our absolute discretion (“Memo Request“). 
      3. You are responsible for ensuring that full and accurate details of the goods and the proposed consignment are included in reasonable detail in the Memorandum Form. Acceptance by us of a Memorandum Form shall not be taken to relieve you from this obligation.
      4. If we require further information or amendments to the Memorandum Form we will notify you through the Platform and you will have 2 days from such notification to provide such information or edit the Memorandum Form. If you do not re-submit the Memorandum Form within such period, the Memorandum Form will automatically lapse and you must submit a new one.
      5. If we accept the proposed consignment of goods as detailed in a Memorandum Form, we will provide you with notice of our acceptance through the Platform and you will have 24 hours from such notification to procure the delivery of the applicable goods to us, together with all relevant Certificates and supporting information we may reasonably require (a “Consignment Package“). Unless otherwise agreed, delivery must be to the Nivoda office address specified in the Memorandum Form. If the Consignment Package (or any part of it) is no longer available for any reason, you must make best commercial efforts to offer us replacement goods for consignment of equivalent quality and value. 
      6. Once we have received a Consignment Package, we will confirm receipt of the Consignment Package to you through the Platform by issuing you with a confirmation (“Memorandum Note“). Delivery of the Consignment Package to us will only be deemed successful from the point that we issue a Memorandum Note. 
      7. Within 2 working days of the date of the Memorandum Note, we will undertake a review of the contents of the Consignment Package to inspect the Consignment Package, perform quality control and verify that the relevant goods, Certificates and any supporting evidence is as described in the Memorandum Form or Consignment Form (“Verification“). If we are satisfied that Verification has been successful, we will notify you of the same through the Platform (a “Successful Consignment Notice“). Following issue of a Successful Consignment Notice, we will send the Consigned Goods to the potential purchasers. If we are not satisfied that Verification has been successful, we will notify you of the same through the Platform (a “Failed Consignment Notice“). Following issue of a Failed Consignment Notice we will return the whole or part of the Consignment Package not meeting the criteria to you. You are liable to us for all losses incurred by us as a result of any misrepresentation, inaccuracy, undisclosed treatments, or grading inconsistencies of the contents of the Consignment Package, and all costs incurred in returning whole or part of the Consignment Package to you. 
      8. Consignment Packages shall only be considered consigned to us from the point that we issue a Successful Consignment Notice in relation to the same, whereupon the contents of the relevant Consignment Package shall be considered Consigned Goods for the purposes of these Terms.
   5. Title and risk 
      1. Legal title in all Consignment Packages and Consigned Goods remains yours at all times unless and until a sale of the goods is concluded in accordance with the Purchase Terms.
      2. Risk in and to all Consignment Packages remains with you unless and until the goods become Consigned Goods in accordance with clause ‎6.8. We accept no responsibility in respect of, and to the fullest extent permitted by law we shall not be liable for, any loss, theft or damage to any of the contents of Consignment Packages unless and until they become Consigned Goods.
      3. From the point at which the contents of a Consignment Package become Consigned Goods and for the duration of the Consignment Period:
         1. we will accept responsibility for, and subject to clause ‎12 we will acquire the risk in and be liable to you (but no third party) for, and we hereby indemnify you in respect of, any loss, theft or damage of the Consigned Goods while in our possession or control; and
         2. we will not handle or otherwise deal with the Consigned Goods other than as contemplated by these Terms, including to: (i) issue the Consigned Goods out On Memo to potential purchasers, (ii) sell the Consigned Goods in accordance with the Purchase Terms, (iii) return the Consigned Goods to you, and (iv) matters which are ancillary to or incidental to the foregoing.
      4. You acknowledge that when Consigned Goods are out with potential purchasers On Memo, we may transfer possession of the Consigned Goods (or part thereof) on a temporary basis to other potential purchasers in accordance with clause ‎9. 
   6. Sales of Consigned Goods 
      1. Sales of Consigned Goods on consignment from Nivoda Memo users (who are not Nivoda Express Users) shall be in accordance with this clause 8 and the Purchase Terms. Sales of Consigned Goods on consignment from Nivoda Express Users shall be in accordance with clause 8 of the Nivoda Express Terms and the Purchase Terms.
      2. We shall not agree a sale with a third party of Consigned Goods without your approval via the Platform or otherwise in writing.  
      3. You may decrease the list price of Consigned Goods at any time by notifying us and the potential purchaser through the Platform, such decrease will only take effect on agreement with the potential purchaser via the Platform or otherwise in writing. 
      4. You may increase the list price of Consigned Goods by notifying us and the potential purchaser through the Platform, such increase will only take effect on agreement with the potential purchaser via the Platform or otherwise in writing.
      5. You may offer any Consigned Goods for sale during the Consignment Period outside of the Platform provided always that you must not confirm such sale (and will ensure that such offer remains conditional) until we have confirmed to you in writing that the relevant goods are able to be sold (i.e. that subject to your consent we have not agreed a sale and/or that we are not in the process of agreeing a sale or potential sale with a third party). 
   7. Bailment (‘Memoing’) of Consigned Goods 
      1. We may (and you hereby grant us permission and authorisation to) transfer possession of the Consigned Goods (or part thereof) to any potential purchaser on a temporary basis. Such goods are referred to as being “On Memo“.
      2. We will usually retain secure possession of Certificates notwithstanding that the Consigned Goods to which they relate may be On Memo.
      3. As between us and potential purchasers that take possession of Consigned Goods on an On Memo basis, use of Nivoda Memo will be in accordance with our Nivoda Memo Buyer Terms. You acknowledge and agree that you approve the use and content of such terms from time to time in force for such purposes.
   8. Other Permitted Uses of Consigned Goods
      1. We may also (and you hereby grant us permission and authorisation to) use the Consigned Goods:
         1. to complete the Verification process set out in clause ‎6.7; 
         2. to allow the Consigned Goods to be inspected by any interested party during the Consignment Period;
         3. in any other manner as may be required by law or regulatory authority;
         4. to transfer the Consigned Goods to our other sites and facilities (or those of our Affiliates) at our discretion during the Consignment Period; 
         5. if you have requested Nivoda Written in Stone Eternally – WISE Services on Consigned Goods, to allow us or our Affiliates (or third parties on our or our Affiliates behalf) to carry out such Nivoda Written in Stone Eternally – WISE Services in accordance with the Nivoda Written in Stone Eternally – WISE Terms; and 
         6. for purposes that are ancillary or incidental to any other purpose permitted or contemplated by these Terms.
   9. Return of Consigned Goods 
      1. Returns of Consigned Goods to Nivoda Memo users (who are not Nivoda Express Users) shall be processed in accordance with this clause 11. Returns of Consigned Goods to Nivoda Express Users will be processed in accordance with clause 11 of the Nivoda Express Terms. 
      2. Our usual Consignment Period for Consignments (exclusive of the time it takes us to return the Consigned Goods to you) is 14 working days from the date of our receipt of the same. At the end of the Consignment Period we will return Consigned Goods to you as soon as commercially feasible. 
      3. You can request that any Consignment Goods are returned to you before the end of the Consignment Period by notifying us of such request through the Platform (a “Return Request“). You may issue a Return Request in respect of some or all of a Consignment Package.

• We will process Return Requests as soon as commercially feasible following:

1. 1. 1. the Return Request; or
      2. if the Consigned Goods (or part thereof) which are the subject of a Return Request are On Memo when the Return Request is received, the date on which we regain possession of the Consigned Goods, provided that if the goods are subsequently sold while On Memo: (i) the sale will take priority over the Return Request, (ii) the Consigned Goods will be sold in accordance with these Terms and the Purchase Terms; and (iii) the Return Request will be deemed void ab initio.  
   2. Returns will be processed in accordance with the following procedure:
      1. We will arrange for delivery to such address as you may specify in the Memorandum Form or Return Request, if you have failed to specify a return address, the address linked to your user profile on the Platform (in each case the “Return Address“);
      2. You are responsible for the accuracy of the address you give us in the Memorandum Form or Return Request and the address linked to your user profile. You are also responsible for the security of your account details and credentials. Delivery by us or on our behalf to the Return Address will be in full satisfaction of our obligations to you to return the Consigned Goods, regardless of whether the Return Address: (i) is inaccurate, out of date or otherwise erroneous; or (ii) is changed as a result of your account on the Platform having been compromised; and
      3. Consigned Goods will be returned to the Return Address as soon as commercially feasible and usually within 10 working days.
   3. You acknowledge that delays in returns of Consigned Goods may occur if Consigned Goods out On Memo are not returned to us by potential purchasers on time. We accept no liability to you in such cases, but will notify you in writing and keep you updated in respect of any such delays and will endeavour to return Consigned Goods to you as soon as commercially feasible. 
2. Liability 
   1. With respect to any loss, damage or theft of any Certificates forming part of any Consigned Goods while within our possession or control, we will (or will procure that a third party will) at our own cost reissue or replace the Certificate. You accept that:
      1. this shall be your sole remedy in the event of any such loss, damage or theft; and
      2. the contents of any particular Certificate are based on observations, interpretations and standards which can differ from lab to lab and on a case by case basis, and therefore the replacement Certificate may not be the same as the original provided to us.
   2. These Terms set out our full obligations to you and shall operate to exclude any other warranties, representations, covenants or obligations that we would otherwise owe you, whether express or implied (by statute, course of dealing or otherwise), which shall to the fullest extent permitted by law, be excluded from this agreement.
   3. We will not be liable to you under or in connection with these Terms (whether in contract, tort, or otherwise) for or in respect of:
      1. consequential or indirect loss;
      2. loss of profits, sales, opportunity, anticipated savings, contracts, or business;
      3. loss of use or corruption of software, data or information; or
      4. loss of or damage to goodwill or reputation. 
   4. Nothing in these Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation.
   5. Subject to the provisions of clauses ‎12.1 – ‎12.4 (inclusive) and clause ‎12.6, our aggregate liability to users shall not exceed:
      1. in relation to claims by you against us for loss, theft or damage of Consigned Goods  under clause ‎7.3.1, the value of the Consigned Goods in question (being the lower of: (i) the price specified in the Memorandum Form or Consignment Form (as applicable); or (ii) the price set for the goods on the Platform); and 
      2. in relation to any other claims under or in connection with these Terms, the lower of: (i) 100% of the fees you have paid us in the 6 months preceding the date of such claim; or (ii) £50,000. 
   6. Notwithstanding the foregoing provisions of this clause ‎12, to the extent any claim by you against us for loss, theft or damage of Consigned Goods arises in respect of Consigned Goods out On Memo to potential purchasers, our total liability to you in respect of any such claim shall in no event exceed amounts actually recovered by us from the potential purchaser in respect of such claim. 
3. General 
   1. These Terms, together with the documents referred to herein, constitutes the entire agreement and understanding of the parties as regards Nivoda Memo 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 subject matter of these Terms.
   2. We may vary these Terms by updating the current version of the Terms available at [insert URL] from time to time. The updated version of these Terms will apply to your next use of Nivoda Memo (or part thereof). We will use reasonable endeavours to bring your attention to any material amendments, but it is your responsibility to check for updates to these Terms each time you use Nivoda Memo (or any part thereof).
   3. We will not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results 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 relevant obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 2 calendar months or longer, we may terminate the agreement formed by these Terms on written notice to you.
   4. Any failure by us to exercise or delay in exercising a right, power or remedy provided under these Terms or by law does not affect or constitute a waiver of that right, power or remedy. No single or partial exercise of any right, power or remedy by us shall prevent any further or other exercise or the exercise of any other right, power or remedy.
   5. These Terms are governed by and shall be construed in accordance with the laws of England.   Non-contractual obligations (if any) arising out of or in connection with these Terms (including the formation of a contract by them) shall also be governed by the laws of England.
   6. You submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with the agreement formed by these Terms. We may bring proceedings against you in England and Wales or any other jurisdiction.
   7. 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.