Purchase of Goods Terms & Conditions

Purchase of Goods Terms and Conditions

Version 3 – Last updated: [20] June 2025

Introduction

1. 1. These Terms apply to the purchase by us, Nivoda, and the supply by you, the Supplier, of the Goods specified in each Listing (each as defined herein). The Terms apply to all Listings. When you make a Listing, you declare that you have read, understood and agree to be bound by these Terms.

Interpretation

1. Definitions:

AML Policy	Our anti-money laundering policy and processes from time to time, which are outlined at https://nivoda.com/anti-money-laundering-policy, but which may be supplemented by additional checks and procedures on a case by case basis as notified by us from time to time.
API	Any application programming interface by which Nivoda may allow the Supplier to automatically, or through integration with any of Supplier’s software, make Listings on the Platform.
Confidential Information	Has the meaning given in Clause 20.1.
Contract	Has the meaning given in Clause 5.9.
Consigned Goods	Has the meaning given in the Memo Terms.
Customer	The users of the Platform who are buyers or potential buyers of Goods from Nivoda.
Custom Jewellery	Jewellery that you manufacture based on designs provided by a Customer in accordance with Clause 7.
Force Majeure Event	Any circumstance not in Nivoda’s or the Supplier’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic, including any mandatory public health measures introduced in connection with the same, to the extent such measures result in a complete shutdown of the affected party’s business; terrorist attack, civil war, civil commotion or riots, war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; or interruption or failure of utility service.
Gemstone	Diamonds, gemstones or any other precious stones.
Goods	The Goods (or any part of them, as the context may require) set out in the applicable Listing and as more fully described in the applicable Specification.
Group Companies	The following entities: 1. Nivoda Limited (registered in England and Wales with company number 10736332) and registered office at 100 Hatton Garden Suite 202 London EC1N 8NX, United Kingdom; 2. Nivoda USA LLC (registered in Delaware, USA with company number 7348630); 3. World Diamond Centre B.V. (registered in the Netherlands with company number 71365931); 4. Nivoda Belgium B.V. (registered in Belgium with company number 0779.274.937); 5. Nivoda Australia Pty Ltd (registered in Australia with company number 657004343); 6. Nivoda HK Limited (registered in Hong Kong with company number 2653703); 7. Nivoda LLP (registered in India with company number AAQFN4016M); 8. Nivoda DMCC (Dubai) (registered in United Arab Emirates with company number DMCC193235); 9. Nivoda Thailand co. LTD (registered in Thailand with company number 105565112434); 10. Nivoda Shanghai Co (registered in China with company number 91310000MABQ6EGP80); and 11. Nivoda South Africa (Pty) Ltd (registered in South Africa with company number 2023/522372/07), Each a “Group Company” and collectively the “Group Companies“.
Listing, List and Listed	A listing on the Platform, made by or on behalf of the Supplier (manually, through the API, or by written notice to Nivoda), setting out certain Goods which the Supplier wishes to make available for purchase through the Platform (and which the Supplier intends to sell to Nivoda for onward provision to a Customer on the Platform in accordance with these Terms). The terms List and Listed shall refer to the act of making a Listing. When you agree to these Terms other than via the Platform or engage in purchases other than through the Platform, the Listing refers to the listing on the Platform which you are made aware of (for example, by exchange of emails).
Memo Terms	Means the Nivoda Memo Supplier Terms and Conditions, as updated from time to time, available at [insert URL].
Nivoda, us, our or we	Nivoda Limited (registered in England and Wales with company number 10736332) and registered office at Suite 202, Hatton Garden 100, London, England, EC1N 8NX.
Nivoda Memo	Has the meaning given in the Memo Terms.
Nivoda Express	Has the meaning given in the Nivoda Express Terms.
Nivoda Express Terms	Means the Nivoda Express Supplier Terms and Conditions, as updated from time to time, available at https://nivoda.com/nivoda-express-terms-conditions.
Nivoda Written in Stone Eternally – WISE Services	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.
Nivoda Written in Stone Eternally – WISE Terms	Means the Nivoda Written in Stone Eternally – WISE Terms and Conditions applicable to all Nivoda Written in Stone Eternally – WISE Services and Written in Stone Eternally – WISE Certificates, as updated from time to time, available at [INSERT URL].
Nominated FX Provider	The foreign currency exchange rates published by any of CNBC.com, XE.com, or Moneycontrol.com (or such other additional or replacement providers as we may reasonably require from time to time), provided that you must nominate one such provider for all Listings and may not, other than at our request or with our consent, change your Nominated FX Provider once so nominated.
On Memo	Has the meaning given in the Memo Terms.
Platform	The online marketplace provided by Nivoda at the Website or through any mobile application version of the same Nivoda may make available from time to time.
Price	In relation to any Goods which you offer to sell via a Listing on the Platform, the price that you set as the sale price as specified in the Listing.
Privacy Policy	Our data & privacy policy, as amended from time to time, which sets out what personal data we obtain through our Platform and in connection with our services and how it is processed, available at https://nivoda.com/privacy-policy.
Sourcing Protocol	Our sourcing standards and ethical sourcing policy as updated from time to time, available at [LINK].
Specification	The specification for Goods set out in the relevant Listing, including as a minimum the information set out in Schedule 1.
Specified Currency	Has the meaning given in Clause 11.1.2.
Supplier, you or your	You, being a user of the Platform which intends to List and sell Goods to Nivoda through the Platform in accordance with these Terms.
Terms	The terms and conditions set out in this document, as amended from time to time.
Terms and Conditions of Use	The terms and conditions relating to use of our Platform from time to time, available at https://nivoda.com/terms-conditions.
Website	Our website at www.nivoda.com.
Written in Stone Eternally – WISE Certified Goods	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.
Written in Stone Eternally – WISE Certificate(s)	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.

In these Terms:
1. A person includes a natural person, firm, corporate or unincorporated body (whether or not having separate legal personality).
2. A reference to a party includes its successors and permitted assigns.
3. 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.
4. 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.
To contact us please use the contact form of our Platform. To give us formal notice of any matter under these Terms please refer to Clause 18.

Status of these Terms

1. These Terms apply in addition to any other terms of use or other terms and conditions, policies or guidelines which relate to our Platform or services or are otherwise notified to you or agreed between you and Nivoda from time to time, including:
  1. our Terms and Conditions of Use;
  2. our Privacy Policy;
  3. our AML Policy; and
  4. our Sourcing Protocol,

each as amended from time to time and each of which are expressly incorporated into these Terms.

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:
1. the Privacy Policy (insofar as it relates to personal data);
2. the Nivoda Express Terms (insofar as it relates to the use of Nivoda Express);
3. the Memo Terms (insofar as it relates to the use of Nivoda Memo);
4. the Nivoda Written in Stone Eternally – WISE Terms (insofar as it relates to the use of Nivoda Written in Stone Eternally – WISE Services and Written in Stone Eternally – WISE Certificates);
5. the AML Policy;
6. the Sourcing Protocol;
7. these Terms; and
8. the Terms and Conditions of Use.
These Terms are agreed between you and Nivoda provided that any benefit or right granted under these Terms is also granted to and may be exercisable by any Group Company, any loss or damage suffered by any Group Company as a result of your breach of these Terms can be claimed by the relevant Group Company or by Nivoda on their behalf and any of Nivoda’s obligations under these Terms may be performed by any Group Company.
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 at least 30 days before they are due to take effect, but it is your responsibility to check for any changes to these Terms every time you use the Platform and especially before you make a Listing on the Platform. Your continued use of the Platform will be taken as your agreement to any revised terms.
By using the Platform and making any Listings 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 from time to time). In accordance with Clause 7.4 of our Terms and Conditions of Use, you also confirm and agree that you are acting on behalf of a bona fide business in the jewellery trade.

Your Use of the Platform

1. 1. Use of our Platform remains subject at all times to our other policies and terms of use communicated to you from time to time.
  2. You may only use the Platform to make Listings and sell (or attempt to sell) your Goods. You must not use the Platform other than for bona fide commercial purposes. No consumers are permitted to use our Platform.
  3. You must not use our Platform for any false, deceptive, speculative or fraudulent purchases. While we use reasonable endeavours to ensure that the Platform is operated in accordance with all applicable laws in the jurisdiction where we are based, it is your sole responsibility to ensure that you are lawfully permitted to use our Platform, and that your use of our Platform is in accordance with all applicable laws, in any jurisdiction where you are based or carry on your business.
  4. Every reasonable effort is made to ensure that our Platform and all information displayed on or communicated through it is true and up to date. However, as much of that information is provided by third parties we cannot guarantee its accuracy or completeness.

Listings

1. 1. You may make a Listing:
    1. through the Platform by following the in-Platform options and completing the required information;
    2. by uploading a file with your Listings via file transfer protocol (FTP) to an FTP server provided by Nivoda, in such form and according to such instructions as Nivoda may specify from time to time;
    3. by sharing your Listings through a file or application programming interface (API), subject to Nivoda’s continuing support of the same and according to such instructions as Nivoda may specify from time to time; or
    4. by syncing your Listings through the Nivoda plugin for Microsoft Excel, ensuring that you comply with all requirements and instructions relating thereto as Nivoda may specify from time to time.
  2. In relation to any Listings made via FTP or API:
    1. you are responsible for ensuring that all such Listings comply with these Terms (and in particular that the full Specification is included in your upload and that the files are properly formatted and tabulated); and
    2. you are responsible for ensuring that any changes to your use of the same (including any structural changes, any changes in the names or other details of the uploaded file and any changes in the link or credentials of your API/FTP access) are promptly notified to Nivoda.
  3. You are responsible for ensuring that your systems meet the minimum requirements to use the Platform from time to time and that all client-side dependencies are in place to enable you to make Listings (including, without limitation and as applicable, a reliable internet connection, up to date operating system, an appropriate FTP client and an appropriately licensed Microsoft Excel product).
  4. Nivoda endeavours to ensure that each of the Listing methods specified above will be available to use at any given time. However, Nivoda cannot guarantee that any or all of the methods will be available at any given time.
  5. You must take all reasonable precautions to avoid introducing any virus, worm, or other malicious computer code into the Platform or Nivoda’s systems through the upload of any Listing, including as a minimum having up to date commercially available virus and malware protection on any system you use to upload any files.
  6. Each Listing must set out in reasonable detail the Goods you are seeking to sell and the Specification of the Goods, which shall include as a minimum the information set out in Schedule 1.
  7. You are responsible for ensuring that the terms of each Listing and the applicable Specification attaching to the Goods are (and remain for the duration of the Listing) complete and accurate in all respects, including the mandatory requirements for Listings relating to Gemstones and jewellery set out in Schedule 1. You will be solely liable to Nivoda, its Customers and any relevant third parties, for any incomplete or inaccurate Listings.
  8. You are responsible for ensuring that each Listing complies with all applicable laws, regulations and codes of practice. For the avoidance of doubt, in the case of Listings relating to jewellery this includes laws, regulations and codes of practice relating to the marking of any precious metals contained in such Goods.
  9. You acknowledge and agree that each Listing constitutes an offer by you to sell the Goods set out in the Listing to Nivoda in accordance with that Listing, the Specification and these Terms, and that we shall be free to accept or decline that offer at our absolute discretion. Once we notify you in writing that we agree to buy any Goods offered for sale in a Listing (which may be by email or via the Platform), your offer to sell the Goods is accepted by us and a binding legal contract is formed between you and us, whereby you agree to sell and we agree to buy the Goods according to the relevant Listing, the relevant Specification, and these Terms (each a Contract).
  10. In the case of Consigned Goods, including Goods On Memo, a Contract will only be deemed to have been formed following the sale of such Goods in accordance with the Nivoda Express Terms and the Memo Terms (for Goods on Memo).
  11. All Goods must be sold on our Platform at your best price. You agree that if at any time you list or offer for sale any Goods which are Listed on the Platform anywhere else at a lower price, you shall reduce the relevant Price on the Platform to match that lower price. In the case of melee diamonds, if you sell any products elsewhere which are broadly equivalent to Gemstone sold on our Platform, you must ensure that the Price on the platform is commensurate to the sale price of such other products offered elsewhere (taking into account minor variations in pricing which is customary in the industry).
  12. Please take particular care to ensure that you List all Goods at the correct Price. We will use reasonable endeavours to spot any obvious mistakes in the Price of Goods that you List (and where we spot these we will notify you as soon as reasonably practicable), but you acknowledge and agree that we do not have any obligation to do so, that we do not have the ability to manually check every Listing and that it is your sole responsibility to List all Goods fully and accurately and at the correct Price. You agree to be contractually bound to sell Goods at the specified Price. You also acknowledge that we may have an obligation to sell the same Goods on to our Customers at a price which is derived from or based on the Price and will therefore have limited ability to cancel or amend the relevant Contract. Accordingly, once a Contract is confirmed, and unless we agree otherwise in our absolute discretion, you will be legally bound to sell the Goods at the Price that you have offered to sell at.
  13. Unless expressly agreed otherwise by us from time to time (in our discretion), you are not permitted to require purchases to be made on a bulk, wholesale or minimum order basis. Any Goods listed by you must be available to be bought individually.
  14. If a hold request is made in relation to any Goods you have Listed, you must respond to that hold request within 60 minutes (where received during office hours) or within 60 minutes in the next working day (where received outside of office hours). For these purposes ‘office hours’ means 9am to 5pm in your place of business (per your primary registered address on the Platform) and ‘working day’ means Monday to Friday (Monday to Saturday in India) excluding national holidays. If you confirm a hold request, that means that you are guaranteeing availability, and fixing the Price (whether or not the market price increases or decreases), of the relevant Goods for at least 48 hours.
  15. You must keep your stock list on our Platform up to date. That means that, among other things, you:
    1. should List and keep Listed all Goods which you have for sale from time to time;
    2. keep your Listings up to date and remove Listings promptly if you sell the Goods through any other sales channel; and
    3. only List Goods which you are actually in possession of (save to the extent that they are consigned to us or third parties with our agreement) and have the right to sell at the time when your Listing is made (subject only to any availability limitations which are clearly and unambiguously made known in the Specification). You must ensure that you do not List any Goods which you do not own and possess, even if you expect to acquire ownership and possession in the future.
  16. Without prejudice to your obligations under Clause 5.1.3, you acknowledge and agree that:
    1. if you do not update your Listings at least every 2 hours, we may remove non-updated Listings from the Platform; and
    2. any Listings which are not updated for 48 hours will be automatically removed from the Platform.
  17. Without prejudice to the foregoing provisions of this Clause 5 or to any other rights or remedies we may have, Nivoda reserves the right to:
    1. reject or remove any Listing in whole or in part where we reasonably believe the Listing is in any way incomplete or inaccurate, infringes these Terms, or otherwise in our discretion; and/or
    2. suspend, remove and/or ban you from the Platform:
      1. if we reject 2 or more Listings in accordance with Clause 5.17.1 in circumstances where we believe you are not complying with our high standards for suppliers;
      2. if you are in breach of these Terms;
      3. if we have any other grounds to believe that your continued use of the Platform would or may prejudice us, our business, our reputation or our Customers; or
      4. for any other reason in our discretion.

Supplier-initiated Sales

1. 1. We may enable you, through the Platform, to log sales that you have agreed with a Customer. Where you do so, that sale is not confirmed until the Customer has paid Nivoda and we have notified you through the Platform that the sale is confirmed. At that point, a Contract shall be formed in an alternative (but just as legally binding) manner to that outlined in Clause 5.9.
  2. For the avoidance of doubt, as between you and Nivoda, and unless Nivoda expressly agrees otherwise in writing, these Terms will apply to that Contract to the exclusion of any other terms which you may have agreed with a Customer (including, without limitation, any shorter payment terms which you may have agreed with a Customer).

Jewellery

1. 1. You shall be solely liable for any clear manufacturing errors in any jewellery you manufacture and sell via the Platform (including, in the case of Custom Jewellery, a failure to meet the Customer’s designs and/or specifications) and agree to accept returns of the same and issue any applicable refunds in accordance with Clause 10.3 or alternatively (at our discretion) to remake any such jewellery, in which case you shall be solely liable for any associated costs. In the event of any dispute we shall, acting reasonably, have sole discretion to decide whether a manufacturing error has occurred.
  2. We may from time to time contact you directly with designs for Custom Jewellery that our Customers wish to be manufactured. If you express your interest in manufacturing such Custom Jewellery, we shall enter into good faith discussions to agree a fee for such manufacture.
  3. You hereby warrant that you will not, to the best of your knowledge and belief (having made reasonable enquiry), manufacture any Custom Jewellery that infringes any third-party rights, including any copyright or other rights that may subsist in the Custom Jewellery designs. If you reasonably believe that the Custom Jewellery design provided by the Customer may infringe such third-party rights, you must not agree to manufacture such Custom Jewellery. If you become aware of such an infringement once work on manufacturing the Custom Jewellery has already begun, you must notify us immediately and we will together agree how to proceed.

Your Sale and Compliance Obligations

1. 1. You hereby warrant and undertake that:
    1. you will List, sell and conduct yourself on the Platform in accordance with good industry practice and the highest standards and practices that may reasonably be expected of a supplier in your industry;
    2. all Listings will be true, complete and accurate and all Goods sold by you on or through the Platform will conform to the Specification;
    3. all Goods sold by you will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by you or made known to you;
    4. your use of the Platform will comply with, and all Listings and sales of Goods by you will comply with, all applicable statutory and regulatory requirements in any relevant jurisdiction; and
    5. you shall obtain and maintain in force all licences, permissions, authorisations, consents and permits needed to List, supply and sell the Goods in accordance with these Terms.
  2. You represent, warrant and undertake that you will at all times use our Platform in accordance with our Sourcing Protocol and, without prejudice to the contents of our Sourcing Protocol, that you will:
    1. comply at all times with the Kimberly process to avoid trade in conflict Gemstone (for more information visit https://www.kimberleyprocess.com/);
    2. comply at all times with the Responsible Jewellery Council Supply Chain Policy (for more information visit [INSERT LINK HERE]);
    3. to the extent that you are supplying Nivoda with precious metals, gold, silver and platinum group metals, purchase these from the LBMA Good Delivery List (for more information visit https://www.lbma.org.uk/);
    4. ensure that all Goods Listed and sold on or through the Platform may be lawfully sold and are ethically sourced;
    5. ensure that all Goods Listed and sold on or through the Platform have been obtained, processed, polished, provided and supplied in accordance with all applicable laws and under ethical and safe conditions (and, without prejudice to the foregoing, that they do not involve any child or forced labour, animal cruelty, individuals employed on less than minimum wage or in dangerous or hazardous workplaces);
    6. clearly state the country of origin of any diamonds or coloured gemstones listed on the Platform; and
    7. have and maintain in place effective anti-money laundering, anti-corruption, anti-bribery and anti-modern slavery policies and procedures.
  3. Where your Listing relates to the supply of diamonds, whether of natural or lab-grown origin, you must ensure that the following information is stated on all invoices:
    1. confirmation that you have complied with the World Diamond Council System of Warranties;
    2. that the diamonds to which the invoice relates have been purchased from legitimate sources not involved in the funding of conflict, in compliance with United Nations Resolutions and corresponding national laws;
    3. that you guarantee that the diamonds to which the invoice relates are conflict free;
    4. that the diamonds to which the invoice relates are exclusively of natural origin and are untreated, based on your personal knowledge and/or written guarantees provided by the supplier of such diamonds; and
    5. that the invoice does not relate to any natural or lab grown diamonds (or products containing diamonds) equal to or larger than 0.5ct which originated from, were manufactured in or transited through Russia, and therefore that the shipment is not subject to the restrictions established by Reg. EU 833/2014 (Article 3p).
  4. Where your Listing relates to the supply of laboratory grown diamonds, this must be clearly stated in the relevant Listing and on all relevant invoices. You must also be able to demonstrate at our request and to our reasonable satisfaction that your processes and procedures are sufficient to ensure that there is no risk of cross-contamination between laboratory grown diamonds and diamonds of natural origin.
  5. Where your Listing relates to jewellery, you must ensure that you do not carry out any hallmarking of any Goods to which the Listing relates. This will be the responsibility of Nivoda or the Customer, and we may remove any Listing which relates to hallmarked jewellery from the Platform.

Shipping, Delivery, Title and Risk

1. 1. If you have Listed any Goods in India, you must, within 24 hours of the date the Contract is confirmed (being the date that the sale is confirmed on the Platform), deliver the Goods to our local office in India.
  2. In respect of all other sales, unless otherwise agreed, you must deliver the Goods to the delivery location specified in the Platform within 24 hours. In some cases we may agree to provide you with a postage label for you to dispatch the Goods to us, but our doing so is not a condition precedent to your obligation to dispatch the Goods and any failure to do so will not excuse you from your obligation to deliver the Goods.
  3. Title to Goods passes to us once we have a contractual obligation to pay you the Price. The risk in Goods shall only pass to Nivoda upon signed-for delivery at the given delivery address. You must ensure that all Goods sold by you are properly packed and secured in such manner as to enable them to reach their destination in good condition and unharmed. You agree and undertake to ensure that the Goods are fully insured (as a minimum for the Price of the Goods) during transit. If any Goods are damaged or lost in transit, you will be liable to refund Nivoda the Price immediately upon return of the Goods to you (regardless of when or whether your insurer pays you).
  4. Each delivery of Goods shall be accompanied by a delivery note from or on behalf of the Supplier showing the Contract number, the date that the sale was made (as recorded in the Platform), and the type and quantity of Goods (together with any and all relevant certificates and laboratory reports).
  5. Delivery of Goods must be evidenced by a signed delivery note. It is your responsibility to ensure that you or your nominated couriers obtain a signature upon delivery and we cannot be held liable for any Goods which are unaccounted for to the extent they have not been signed for.
  6. Unless otherwise agreed in writing, all Listings must be dispatched as single packages and you must not deliver Goods in instalments.
  7. If any Goods are not delivered by the applicable delivery date then, without limiting any other right or remedy we may have, we may:
    1. refuse to take any subsequent attempted delivery of the Goods; and
    2. terminate the relevant Contract with immediate effect, in which case you must immediately pay us a full refund.

Returns

1. You agree that returns are mandatory for all Goods you sell on or through our Platform in accordance with the following returns policy and any other returns policies communicated to you through the Platform from time to time:
  1. for all Goods you sell to us, we will have the right to return the Goods to you:
    1. within reasonable time after we have notified you of a return, a return notification will be max 45 days from the date of receipt of the Goods by Nivoda; and
    2. for a full refund of the invoice value, which must be paid back to us within 7 days of receipt by you of the returned Goods.
  2. for any Goods you sell to us which do not comply in all respects with the Listing and Specification (in each case, a Discrepancy), we will have the right to return the Goods to you:
    1. within reasonable time after we have notified you of a return, a return notification will be max 45 days from the date of receipt of the Goods by Nivoda; and
    2. for a full refund of the invoice value, which must be paid back to us within 7 days of receipt by you of the returned Goods.

In each case, a consignment of Goods may be returned to you in whole or in part.

Nivoda reserves the right to determine whether or not there is a Discrepancy in its reasonable discretion. Examples (for illustration only, and without limitation) of Discrepancies include:
1. the wrong items being delivered;
2. an inscription being incorrect or not as stated in the Specification;
3. there being a missing or inaccurate certificate;
4. Gemstone being treated or showing signs of having been treated, where such treatment is not expressly and unambiguously stated in the Listing; and
5. items being visibly milky or cloudy or not “eye clean”/EC, or being damaged or chipped (other than where expressly and unambiguously stated as such in the Specification).
Notwithstanding Clause 10.1, in the case of Goods which are Custom Jewellery you shall only be obligated to accept a return and refund the cost of such Goods where there is a clear manufacturing error.
Where we are entitled to return any Goods purchased from you as specified above, we shall notify you in writing (which may be through the Platform or via email) and arrange for the Goods to be sent back to you at the address registered to you on our Platform or any other address which you provide us not more than 1 day after the date of our return request.

Payments and Payment Terms

1. We will pay you the Price for any Goods which we have agreed to buy under a Contract subject to you issuing us with a valid invoice in accordance with the following requirements:
  1. you must upload the invoice using the upload functionality provided through the Platform, in a supported format (jpeg, jpg, png, pdf, xls or xlsx);
  2. all invoices should be issued in US Dollars (USD), Euros (EUR), British Pounds Stirling (GBP) or Indian Rupees (INR), except that all invoices originating in India must be issued in Indian Rupees (INR) (in each case the Specified Currency). Payment by us will be subject to any currency conversions carried out by us and/or our bank pursuant to Clause 11.3;
  3. you must issue the invoice to, and/or mark the invoice payable by, the relevant Group Company, as we may direct from time to time;
  4. invoices must clearly set out: (i) the certificate number attributable to the Goods (or in the case of non-certificated or melee Goods, the relevant stock ID); (ii) the Price; (iii) any VAT or other applicable sales tax and any TCS Payments as defined in Clause 11.2 below; (iv) any unique order/Contract number; (v) who the contract is payable by (Nivoda or the relevant Group Company, per Clause 11.1.3); the information set out in Clause 8.3 and 8.4 (as applicable); and (vi) if your invoice is addressed to the Nivoda Group Company in India, the GDT Number, PAN number and our address in India, in each case which we will provide to you;
  5. your invoice should show any applicable sales tax, but cannot contain any other fees, surcharges, duties, broker fees, taxes or other amounts of any kind: the Price you List the Goods at must be the final amount payable in respect of them. We do not pay broker fees and do not allow brokers to refer suppliers to the Platform. Prices are inclusive of the costs of packaging, shipping and insurance;
  6. your invoice must not contain or purport to incorporate (by reference or otherwise) any other terms and conditions. You hereby agree that any terms and conditions you seek to incorporate through an invoice will be of no effect; and
  7. all invoices must be final (not pro forma or similar).

We shall not be liable in any way for any delay or failure to pay you where your invoice is not submitted strictly in accordance with the requirements of this clause.

If you are required by law to pay any amounts to any applicable tax authority in India for tax deducted at source (each a TCS Payment) then you are permitted to include such TCS Payment as a line item on the relevant invoice to us in accordance with this Clause 11, provided that as a condition to doing so you must: (i) provide us with proof of payment of the TCS Amount (i.e. a TCS Challan) by the 10th day of the month following the month in which the TCS Payment was levied; (ii) file quarterly returns for all TCS Payments within the statutory timelines and shall send us all relevant certificates for all applicable TCS Payments by the 30th of the month following the quarters ending June, September and December and by 30th of May for the Quarter ending March; (iii) ensure that the TCS Payment does not exceed the legal minimum; and (iv) otherwise provide us with all assistance, information and documentation which we may reasonably require from time to time to assist us in verifying the TCS Payments and recovering any refunds, amounts or tax credits available to us in relation to the TCS Payments.
We will settle invoices in the Specified Currency or USD (at our option), and where the Specified Currency is not USD and we settle the invoice in USD, we will pay you an amount which is equal to the Price as converted into USD according to the using of the closing spot rate last reported by the Nominated FX Provider as at the time the Contract is made. You acknowledge that payment by us of such amount is in full and final settlement of the Price, regardless of whether that is the full amount you receive after any such exchange rates are applied.
You can issue an invoice from the date a Contract is made (i.e. the date we give you final confirmation of a sale through the Platform). Provided your invoice is duly payable in accordance with these Terms and is provided to us in accordance with the provisions of this Clause 11, we will aim to settle such invoice on the second Friday from the date that we receive:
1. the relevant invoice, or
2. the relevant Goods (or in the case of an invoice issued in respect of multiple Goods, the last of them),

whichever arrives last.

For example, if your invoice and all of the applicable Goods are received during business hours on a Friday, we will aim to settle that invoice by the following Friday, or if your invoice and all applicable Goods are received during business hours on a Saturday, we will aim to settle that invoice in 13 days’ time. Any invoice and Goods received outside of business hours will be deemed to have been received at the start of the next day. For these purposes ‘business hours’ means 9am to 6pm in the location to which the invoice is addressed. We will use reasonable endeavours to meet the payment terms set out in this Clause 11 but we will not be liable for late delivery unless we are more than 3 working days late in paying you.
If we are entitled to any volume discounts in accordance with Clause 12, you must apply that discount as a line item against the amount due on your invoice.
Payment will be made to you by electronic transfer to such bank account as we have on file for you from time to time. If this is different from the bank details included in your invoice, please note that the bank details we have on file for you will prevail, and such invoice will be deemed to have been settled by payment to that account. It is your responsibility to ensure that your bank details are kept up to date on our system. If you wish to change or update the bank details we have on file for you, you must notify us of such changes by email to [email protected]. It will usually take 2 working days for this change to take effect. Such change is not effected until we notify you (by reply to your email) that the change has been made on our systems and may be conditional upon new or refreshed KYC or AML checks. In the case of non-compliance with KYC policies, we reserve the right to refuse or cancel the relevant Contract with immediate effect.
If Nivoda, acting reasonably, disputes any invoice or other statement of monies due, Nivoda shall promptly notify you in writing and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. You shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where only part of an invoice is disputed, we will pay you the undisputed amount while we seek to resolve any disagreement as to the disputed amount. Your obligations to supply the Goods under any Contract shall not be affected by any payment dispute.
Nivoda may at any time, without notice, set off any of your liability to Nivoda against any liability Nivoda has to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms.
For the avoidance of doubt, there is no minimum invoice value. Unless we expressly agree otherwise on a case by case basis, invoices shall be issued and paid in accordance with this clause, whether or not such invoices represent a ‘de minimis’ value of any kind.

Volume Discounts

1. 1. We may offer volume discounts on invoices issued by you in respect of Goods sold through the Platform. If we introduce any volume discounts that you are eligible for (in our discretion) we will discuss and will agree terms with you relating to the sale.

Feed Centre

1. 1. Listings you make on the Platform are by default only visible on our Platform, which facilitates business to business sales. Customers can however request that you provide them with access to a rolling feed of your Goods which are Listed on the Platform, which can then be displayed on their consumer-facing website(s) (Feed Access).
  2. You can decide to grant or refuse Feed Access in your total discretion. You can also revoke Feed Access at your discretion.
  3. We will take reasonable steps to ensure that Feed Access is as secure and confidential as possible – for example by preventing the disclosure or web searching of certificate numbers and taking contractual steps to prevent and discourage data scraping. However, you acknowledge that no online system is 100% secure and that Feed Access may pose certain risks including the scraping of data by unauthorised third parties. You agree that you must employ your own judgment and make your own risk assessment as to the cost/benefit of using Feed Access, and that your use of Feed Access is at your own risk. We will not be liable for any loss or damage or other liability that you may suffer as a result of your use and granting of Feed Access, though we will provide reasonable assistance to help you restore any loss where it is within our power to do so.

Repairs and Resizing

1. 1. We may from time to time contact you directly regarding requests by Customers to repair or resize jewellery. Unless otherwise agreed in writing, where we agree to the price you communicate to us for such repair or resizing, you agree to carry out such work on these terms:
    1. the repair or resizing (as applicable) shall be carried out in accordance with the specification provided to you by Nivoda;
    2. the repaired or resized jewellery (as applicable) shall be returned to Nivoda within the timeframe communicated to you by Nivoda; and
    3. you shall be solely liable to Nivoda for any loss or damage to the jewellery whilst in your possession.

Limitation of Liability

1. 1. Nothing in these Terms shall limit or exclude Nivoda’s, or any Group Company’s, liability for:
    1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    2. fraud or fraudulent misrepresentation;
    3. any matter in respect of which it would be unlawful to exclude or limit liability; or
    4. any loss or damage to Goods while Nivoda or any Group Company has temporary possession of such Goods for any purpose, including where such Goods are consigned to us in relation to Nivoda Express or Nivoda Memo, or because we are conducting video or image services.
  2. Subject to Clause 15.1:
    1. Nivoda and each Group Company shall under no circumstances whatsoever be liable to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of opportunity, or any other indirect or consequential loss arising under or in connection with these Terms; and
    2. Nivoda’s and any Group Company’s total aggregate liability to the Supplier in respect of any and all claims and other losses or liabilities (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) arising under or in connection with:
      1. any Contract shall in no circumstances exceed the Price of the Goods that were the subject of that Contract; and
      2. these Terms generally (but not a Contract specifically), shall in no circumstances exceed the higher of: (i) the Price of the Goods that were subject to the last Contract made between Nivoda and the Supplier in accordance with these Terms (if any); or (ii) £100.

Term and Termination

1. 1. These Terms last for so long as you are a Supplier and apply to any Contract made between you and us.
  2. You may terminate these Terms by deleting your account on the Platform, provided you have no current Contracts to fulfil.
  3. Either party may terminate these Terms and all extant Contracts made under them if the other party commits a material breach of these Terms and, where remediable, fails to remedy such breach within 30 days.
  4. We may terminate these Terms and remove you as a user of the Platform at any time in our discretion.
  5. On termination or expiry of these Terms:
    1. any outstanding payments to either party by the other shall become due and payable;
    2. the other party must erase all the other party’s Confidential Information from its computer systems (to the extent possible); and
    3. you must immediately cease using the Platform and may not (yourself or through an affiliate or any connected person) use the Platform without Nivoda’s written consent; and
    4. any clause of these Terms which is expressed to or which by its nature must be intended to survive termination or expiry shall so survive.

Indemnity

1. 1. You shall indemnify, defend, and hold harmless Nivoda and its Group Companies, employees, suppliers, Customers, or other partners from any losses, costs, damages, liabilities, and expenses, arising out of:
    1. any material breach by you of these Terms;
    2. any third-party claim related in any way to your conduct in relation to your use of the Platform;
    3. any claim made against Nivoda or its Group Companies by a Customer, to the extent that such claim relates to or arises out of any act, omission or statement made by you or on your behalf; and
    4. unauthorised access to or use of the Platform through your account.

Communications Between Us

1. When we refer to “in writing” in these Terms, this includes email, messages sent by WhatsApp, messages sent via the online form on the Website or via the communication system on the Platform.
2. Any notice or other communication given under or in connection with these Terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, email, or using the online form on the Platform.
3. A notice or other communication is deemed to have been received:
  1. if delivered personally, on signature of a delivery receipt;
  2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  3. if sent by email (including the online form on the Platform), at 9.00 am the next working day after transmission.

For these purposes ‘working day’ means Monday to Friday (Monday to Saturday in India) excluding national holidays in the place where the notice is sent.

In proving the service of any notice, it will be sufficient to prove, 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 or other electronic communication, that such communication was sent.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Assignment

1. 1. Nivoda 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.
  2. The Supplier 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 Nivoda.

Confidentiality

1. 1. You undertake that you shall not disclose to any person any information of a sensitive, proprietary or confidential nature concerning our Platform, or the business, affairs, customers, prices, clients or suppliers of Nivoda (together Confidential Information), except as permitted by Clause 20.2.
  2. You may disclose Confidential Information:
    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
    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).
  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.

Force Majeure

1. 1. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its 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 obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 2 months, Nivoda may terminate any and all Contracts formed by these Terms by giving 30 days’ written notice to the Supplier.

Entire Agreement

1. 1. These Terms, together with the other terms, conditions and policies referred to herein, constitutes the entire agreement and understanding between Nivoda and the Supplier relating to the sale by you and purchase by Nivoda of the Goods. These Terms supersede 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.
  2. The Supplier acknowledges and agrees that it is not entering into these Terms or any Contract 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 these Terms and the documents referred to herein.

Waiver

1. 1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

1. 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 24 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.

No Partnership or Agency

1. 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.
  2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Rights and Remedies

1. 1. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

Third Party Rights

1. 1. We both agree that, save for the Group Companies, no third party shall have any right to enforce any of the provisions of these Terms.

Governing Law

1. These Terms, each Contract, and their subject matter and formation (and any non-contractual disputes or claims relating thereto) are governed by English law.
2. The Supplier agrees to the exclusive jurisdiction of the courts of England and Wales. This will not prevent Nivoda from enforcing these Terms and any Contract through any courts in the jurisdiction(s) where the Supplier is based or carries on its business.
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.

EXECUTION PAGE

THIS AGREEMENT has been executed on the date stated on the front page

Executed and delivered by

NIVODA LIMITED

acting by a duly authorised director

Director and CEO

David Sutton

Executed and delivered by

SUPPLIER

acting by a duly authorised person

Authorised Person Name

1. Specification details

This schedule sets out the requirements for the Specification of Goods. For further information about the nature, format and scope of information to be provided please visit our support pages.

– Mandatory Information

Each Listing must include, in respect of any and all Goods which are subject to that Listing, the following information:

The stock number for the Goods.
A complete and accurate description of the Goods, including the shape, size and measurements.
For certificated Goods, the name of the relevant laboratory and the applicable certificate number.
For Written in Stone Eternally – WISE Certified Goods, us as the relevant laboratory and the applicable Written in Stone Eternally – WISE Certificate number.
The physical location of the Goods.
The availability status of the Goods. You must have the right to sell all Goods you List, but you can mark Goods as either: guaranteed available, on memo or on hold (or subject to prior sale). You can also indicate that Goods will be available but are currently in transit or at a laboratory for certification, as this is clearly specified in your Listing.
The Price of the Goods (which should be expressed: (i) in USD; and (ii) in terms of the price per carat and the total Price).
Any other information which is marked as mandatory from time to time on the Platform.

– Additional Mandatory Information for Gemstone Listings
1. A complete and accurate description of the cut, colour, clarity, polish, symmetry, fluorescence intensity, fluorescence colour and depth (in percent) of the Goods.
2. Whether or not the Gemstones have been treated (and if so the nature of such treatment). For these purposes ‘treatment’ means any form of chemical process or other treatment which is designed to enhance the appearance, colour, clarity or other quality of a diamond, and ‘treated’ means having undergone treatment.
3. Whether the Gemstones are lab grown (in which case you must List all lab grown Gemstones under a separate user account).
4. Any other information which is marked as mandatory for Gemstone Listings from time to time on the Platform, including, where the Listing relates to diamonds of natural origin, the information set out in clause 8.3.
– Additional Mandatory Information for Jewellery Listings
1. Whether the jewellery is finished or unfinished.
2. The composition of the jewellery, clearly setting out which precious metals feature in the jewellery and any other allergens.
3. Any other information which is marked as mandatory for jewellery Listings from time to time on the Platform.
– Optional Information
1. The provision of the following further descriptive information relating to Goods is, subject to point 2 below, optional:
  1. any observations of the Goods including whether it has noticeable imperfections or is “eye clean”/EC, the shade and whether a diamond is “milky”;
  2. any fancy colour, intensity, colour or colour overtone;
  3. girdle, girdle percentage and girdle condition;
  4. culet size and condition;
  5. crown height and angle;
  6. pavilion height and angle;
  7. inscription;
  8. any certificate comment;
  9. any black inclusion, white inclusion, or open inclusion;
  10. the key to symbols;
  11. the mine of origin;
  12. mine to market tracking; and
  13. Canada mark eligibility.
2. Notwithstanding point 1 of this Part 4, you agree and acknowledge that: (i) you should always try to include as much detail as possible in your Listings; and (ii) if any information listed in point 1 of this Part 4 may reasonably be regarded as necessary or integral to the description of any particular Goods (for example because it would or may affect a Customer’s decision of whether or not to buy such Goods), then such information will be deemed to be mandatory information which must be provided pursuant to Part 1 point 2 above.

NIVODA MEMO – BUYER TERMS AND CONDITIONS

Version [4.0]

Last Updated: [20] June 2025

Introduction
1. We offer a service to certain sellers on our Platform (the “Ultimate Owners“) called Nivoda Memo.
2. Nivoda Memo is the term we use to describe the service we offer, and the associated features and functionality of the Nivoda Platform, whereby users of Nivoda Memo and users of Nivoda Express who have consigned goods to us can, through us, allow potential purchasers to take temporary possession of such goods on a temporary basis in order to investigate the potential purchase of the goods (“Nivoda Memo“).
3. These Terms form the agreement between you, a potential buyer of certain Consigned Goods, and us which sets out (among other things):
  1. the basis by which you may take possession (but no ownership, title or other interest in) of the Consigned Goods;
  2. how long you may take possession of the Consigned Goods, and when they must be returned if you do not wish to purchase them;
  3. the basis for any eventual purchase by you of the Consigned Goods; and
  4. how you must treat the Consigned Goods whilst within your possession and your liability with respect to the Consigned Goods.
4. You acknowledge that it is your decision, at your discretion, whether or not (and to what extent) 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, to the exclusion of any other terms and conditions that you may seek to incorporate (by reference or otherwise).
5. Any notices or communications by you to us must, unless otherwise agreed by us in writing from time to time, be through the communication options available in the Platform.
Interpretation
1. Unless otherwise defined herein or the context otherwise requires, terms defined in the Supply Terms shall have the same meanings when used in these Terms.
2. In these Terms, the following terms shall have the following meanings:

Affiliate	Any entity which is Controlled by Nivoda or under common Control with Nivoda.
Available Goods	Has the meaning given in clause 6.1.
Certificate	In relation to goods which are diamonds or other precious stones, any accompanying certificates, grading reports, quality document or diamond dossier. “Certificate” shall include any Written in Stone Eternally – WISE Certificates and any non-Written in Stone Eternally – WISE Certificates.
Consigned Goods	Has the meaning given in clause 7.2.
Consignment Period	Has the meaning given in clause ‎8.1.
Consignment Limit	Has the meaning given in clause ‎7.10.
Control	Has the meaning given in section 1124 Corporation Tax Act 2010, and the term “Controlled” shall be construed accordingly.
Memo Request	Has the meaning given in clause 6.2.
Nivoda	Nivoda Limited, a company registered in England and Wales with company number 10736332.
Nivoda Memo	Has the meaning given in clause 1.2.
Nivoda Written in Stone Eternally – WISE Services	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.
Nivoda Written in Stone Eternally – WISE Terms	Means the Nivoda Written in Stone Eternally – WISE Terms and Conditions applicable to all Written in Stone Eternally – WISE Certified Goods and Written in Stone Eternally – WISE Certificates, as updated from time to time, available at [INSERT URL].
Supply Terms	Has the meaning given in clause 3.1.
Terms	These Nivoda Memo Buyer Terms and Conditions, as updated from time to time and available at https://nivoda.com/memo-terms-conditions.
Ultimate Owners	Has the meaning given in clause 1.1.
Written in Stone Eternally – WISE Certified Goods	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.
Written in Stone Eternally – WISE Certificate	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.

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 person using Nivoda Memo as a potential purchaser who has agreed to take possession of certain Consigned Goods according to these Terms.

Status of these Terms
1. These Terms apply in addition to the Supply of Goods Terms and Conditions available at https://nivoda.net/supply-of-goods-terms-conditions/ and the documents referred to therein, each as amended from time to time (together the “Supply Terms“), which are expressly incorporated by reference. Your compliance with the Supply Terms 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 Supply Terms, these Terms will prevail as regards any issue relating specifically to Nivoda Memo and the Supply Terms will prevail in all other respects. 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 shall prevail as regards any issue relating specifically to your purchase of Written in Stone Eternally – WISE Certified Goods and Written in Stone Eternally – WISE Certificates (unless otherwise identified 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 at least 30 days 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 and the Supply of Goods Terms, you also confirm and agree that you are acting on behalf of a bona fide business in the jewellery trade.
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 you must return any Consigned Goods currently within your possession or control as instructed by us.
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.
Memo Requests
1. We may from time to time identify goods listed for sale on our Platform which have been consigned to us and which are available to be leant out to prospective purchasers on a temporary basis (“Available Goods“).
2. You may request to take temporary possession of Available Goods through Nivoda Memo, our live chat function or direct email to investigate the potential sale of such goods by using the Nivoda Memo functionality within the Platform. Each such request is a “Memo Request“.
3. When we receive a Memo Request, we will endeavour to confirm as soon as possible (and at our discretion) whether we agree to loan the relevant Available Goods to you. If:
  1. we indicate that we are not in a position to agree to the Memo Request, then you will not be able to take possession of the relevant Available Goods, neither party will have any further liability to the other with respect to the Memo Request, and these Terms shall cease to apply in relation to such Memo Request; or
  2. we notify you that your Memo Request has been accepted, then we will send the relevant Available Goods to you in accordance with clause 7 and these Terms shall continue to apply.
Memoing and Return of Goods
1. If we accept your Memo Request, we will send the relevant Available Goods to the address that you have included in your Memo Request. You are solely responsible for the accuracy of that address and will be liable to us for any loss or damage (including of or to the relevant Available Goods) that flows from any inaccuracy.
2. From the time that the relevant Available Goods which are the subject of a Memo Request arrive at your nominated address, such goods shall constitute “Consigned Goods” for the purposes of these Terms.
3. You are responsible for checking the Consigned Goods immediately upon receipt for any damage or defects (other than those which may be identified within the applicable specification on the Platform) and must notify us of such damage or defects within 24 hours of receipt. If you fail to do so, you agree that such damage or defects will be taken to have occurred during the Consignment Period and you therefore accept your liability in accordance with clause 7.7.
4. Consigned Goods do not include any Certificates. Certificates shall remain in our or the Ultimate Owner(s)’ control, notwithstanding that the Consigned Goods to which they relate may be consigned to you. In the event that you purchase the Consigned Goods in accordance with these Terms, the Certificates for such Consigned Goods shall be sent to you at the same address that you included in your Memo Request, subject to the completion of such sale and purchase in accordance with clause 9.
5. Unless a sale has been conducted in accordance with clause 9 (in which case the Supply Terms shall prevail), if you wish to avoid a sale being deemed to have been agreed in accordance with clause 8.6 you must return the Consigned Goods to us prior to the end of the Consignment Period. For these purposes you shall be deemed to have returned the Consigned Goods to us once they have entered the custody and possession (and are at the insured risk) of the courier or shipping company arranged through the Platform. You must do this by creating a return shipment using the functionality within the Platform and following the steps set out in the Supply Terms. If, in breach of this clause, you arrange your own shipment then (without limiting any other right or remedy we may have): (i) you shall remain liable for the Consigned Goods until they are returned to and accepted by us; and (ii) such goods must reach us within the Consignment Period. For the avoidance of doubt, if you have used your own courier and the Consigned Goods reach us after the end of the Consignment Period, the Consigned Goods will be deemed to have been sold and returned and will therefore be subject to higher returns fees in accordance with clause 7.8.
6. If you fail to return the goods to us in accordance with clause 7.5 (including, for the avoidance of doubt, due to their loss or theft), then (without prejudice to our other rights and remedies under these Terms or at law), clause 8.6 will apply.
7. You agree, warrant and undertake to and with us that the Consigned Goods will be returned to us in their original condition. We will undertake quality control checks upon our receipt of each of the Consigned Goods and these checks will, in the absence of evidence of manifest error, be final and binding. If such checks indicate that there has been any damage to the Consigned Goods during the Consignment Period then you will be deemed to have failed to properly return the Consigned Goods to us in accordance with clauses 7.5 and 7.6, and clause 8.6 will apply.
8. Following any sale of the Consigned Goods in accordance with these Terms, you will have 7 days to return the Consigned Goods, subject to a higher returns fee. You are responsible for the costs of returning the Consigned Goods to us and any applicable handling fees or returns fees otherwise communicated to you through the Platform.
9. Unless we agree otherwise in writing from time to time:
  1. the same goods cannot be consigned to you more than once and you must not issue a further Memo Request in relation to goods that have already been consigned to you;
  2. you may not consign the Consigned Goods (or otherwise grant any rights of possession of any kind) to any third party; and
  3. Consigned Goods must remain within your possession and control at the address where the Consigned Goods are received and be securely held by you in accordance with best industry practice for the full duration of the Consignment Period.
10. We will determine, at our sole discretion, the maximum amount of Consigned Goods which you will be able to take possession of at any given time (Consignment Limit). Your Consignment Limit may be separate from any Purchasing Limit (as defined in the Supply Terms) and if so an aggregate limit may also apply across your Consignment Limit and Purchasing Limit. Any applicable limits will be communicated to you through our Platform and you will be able to view the amount of any limit remaining. In the event that we issue an invoice to you for the sale of Consigned Goods in accordance with these Terms, such invoiced amount shall be deducted from your Consignment Limit.
Status, Risk and Insurance of Consigned Goods

You acknowledge and agree that:

your right to possess the Consigned Goods begins from the date of your receipt of the Consigned Goods and lasts until the earlier of:
1. 7 days from the date of your receipt of the Consigned Goods and for these purposes the delivery note will be conclusive evidence of the date of receipt;
2. the date that we request you to return the Consigned Goods (which we may do at any time at our discretion); or
3. the date that any sale of the Consigned Goods by us to you is completed in accordance with clause 9,

(in any case, the “Consignment Period“);

you are only permitted to use the Consigned Goods during the Consignment Period as directed or instructed by us (and unless otherwise notified you will have the right to use the Consigned Goods only for the purposes of inspection with a view to making us an offer to purchase the Consigned Goods);
the Consigned Goods shall remain legally and beneficially owned by us or the Ultimate Owner(s) during the Consignment Period and thereafter, unless sale of the Consigned Goods to you is subsequently agreed to and concluded. You must not do anything which would or may affect our or any Ultimate Owner’s ownership, rights and interests in and to the Consigned Goods;
the Consigned Goods shall be, and shall remain, at your sole risk (and you will be solely liable to us and responsible for any loss or theft thereof or damage thereto) during the Consignment Period and thereafter until the Consigned Goods are returned to us in accordance with clause 7.5 or a sale is agreed and concluded (at which point the Supply Terms shall prevail);
without prejudice to the generality of the foregoing, you must not without our prior written consent: (i) damage, alter or modify the Consigned Goods in any way; (ii) dispose of, transfer or encumber (or purport to dispose of, transfer or encumber) the Consigned Goods or any title or interest therein (or purport to do so or in any way hold yourself out as having the right to do so); or (iii) interfere with any identification marks or labels attaching to or relating to the Consigned Goods (to the extent applicable);
if you fail to return the Consigned Goods to us at the end of the Consignment Period (other than where the Consignment Period has ended due to a sale pursuant to clause 9) this shall be treated as the sale of such Consigned Goods by us to you, in accordance with our Supply Terms. The price for such sale will be the price given to the Consigned Goods on the Platform.
it is your responsibility to, and you will, ensure that the Consigned Goods are insured (to their maximum sale value) against all risks whilst in your care, custody or control up until such time as the Consigned Goods are safely returned to us in accordance with clause 7.5 or a sale is finally concluded. All proceeds received or receivable by you in respect of any such insurance shall be held on trust for us. You will provide evidence of such insurance to us on request; and
you will indemnify us and the Ultimate Owner(s) in respect of, and keep us and them indemnified from and against, all losses, liabilities and expenses (including legal fees) suffered or incurred by us as a result of or arising out of: (i) any loss, theft of or damage to the Consigned Goods while at your risk or within your possession under these Terms; and (ii) any breach by you of these Terms.

1. Sales of Consigned Goods
  1. While we hope that you will decide to make an offer to purchase the Consigned Goods, nothing in these Terms gives you the right to buy, or imposes on us the obligation to sell, any Consigned Goods.
  2. Any such sale and purchase is subject to agreement, and must (unless agreed otherwise in writing by us) be concluded through the Platform on the basis of our Supply Terms.
  3. If you agree sale terms relating to Consigned Goods with a third party to whom you intend to sell the Consigned Goods:
    1. you must confirm the sale within the Platform within 2 hours; and
    2. you acknowledge and agree that you have no right to sell the Consigned Goods to such party, and that you therefore have no authority to agree a sale to that third party, unless and until the sale from us to you is first confirmed in accordance with our Supply Terms.
  4. The price of Consigned Goods is fixed for the duration of the Consignment Period. It is subject to revision if and when the Consigned Goods are returned to us.
2. Liability
  1. 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.
  2. You are responsible for inspecting the Consigned Goods and making your own decision whether or not to purchase the Consigned Goods. Because you will have had the opportunity to inspect the Consigned Goods yourself, and because we sometimes operate as a broker between you and the Ultimate Owner(s) as the seller, to the fullest extent permitted by law we will not be responsible or liable for any inaccurate or misleading information that may have been listed or communicated through the Platform or otherwise relating to the Consigned Goods.
  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, special 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.

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.

1. Subject to the foregoing provisions of this clause 10, our aggregate liability to you shall not exceed the amount of the fees you have paid us for use of the Platform in the 6 months preceding the date of such claim (or if you have not paid us any fees, £1.00).
General
1. These Terms, together with the documents referred to herein, constitute the entire agreement and understanding of the parties as regards your use of 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 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 at our discretion terminate the agreement formed by these Terms on written notice to you.
3. 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.
4. You undertake that you will at your own cost and expense do, or procure to be done, all further acts and things and execute or procure the execution of all other documents as we may from time to time reasonably require for the purpose of giving us the full benefit of the provisions of these Terms.
5. These Terms are governed by and shall be construed in accordance with the laws of England and Wales. 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 and Wales.
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.

NIVODA EXPRESS TERMS AND CONDITIONS

Version [3.0]

Last Updated: 25 June 2025

Introduction
1. These Terms govern our provision of, and your use of, Nivoda Express. Nivoda Express is the term we use to describe the collection of features and functionality of (or offered in connection with) the Nivoda Platform, whereby we may from time to time allow users to send Consigned Goods to us and have them stored securely by us. By doing so, users of Nivoda Express may benefit from additional services that we may offer from time to time in connection with Nivoda Express, which could bring benefits such as shorter delivery times, enhanced quality control, and the ability to send Consigned Goods out on consignment by using Nivoda Memo.
2. You acknowledge that it is your decision, at your discretion, whether or not (and to what extent) to use Nivoda Express. If you do decide to use Nivoda Express, you agree that you have made your own assessment as to the merits of Nivoda Express and that your use will be strictly subject to these Terms.
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:

Affiliate	Any entity which is Controlled by Nivoda or under common Control with Nivoda.
Certificate	In relation to goods which are diamonds or other precious stones, any accompanying certificates, grading reports, quality document or diamond dossier.
Consigned Goods	Goods that are consigned to us by Nivoda Express users in accordance with clause 6 (and in particular clause 6.7), as more specifically defined in the applicable Consignment Form.
Consignment Form	The form to be submitted by you in relation to any goods that you wish to consign to Nivoda in connection with your use of Nivoda Express, in the form available at https://app.nivoda.net/supplier/nivoda-express/express-requests/requested-stones from time to time.
Consignment Longstop Date	Has the meaning given in clause 11.2.
Consignment Package	Has the meaning given in clause 6.5.
Consignment Period	The period: (i) beginning on the date that we issue a Successful Consignment Notice in relation to Consigned Goods; and (ii) ending on the date that the Consigned Goods are returned to the Return Address in accordance with clause 11.
Control	Has the meaning given in section 1124 Corporation Tax Act 2010, and the term “Controlled” shall be construed accordingly.
Force Majeure Event	Any circumstance not in Nivoda’s or the Supplier’s reasonable control including, without limitation: (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic, including any mandatory public health measures introduced in connection with the same, to the extent such measures result in a complete shutdown of the affected party’s business; (iii) terrorist attack, civil war, civil commotion or riots, war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination; (v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (vi) collapse of buildings, fire, explosion or accident; or (vii) interruption or failure of utility service.
Memo Supplier Terms	Means the Nivoda Memo Supplier Terms and Conditions, as updated from time to time, available at [insert URL].
Nivoda	Nivoda Limited, a company registered in England and Wales with company number 10736332.
Nivoda Express	The Nivoda Express service operated by us in connection with the Platform from time to time, as described in clause 1.1 above.
Nivoda Memo	The ability for users of the Platform, being potential purchasers of particular goods, to take temporary possession of such goods on an On Memo basis, as further described in the Memo Supplier Terms.
Nivoda Written in Stone Eternally – WISE Services	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.
Nivoda Written in Stone Eternally – WISE Terms	Means the Nivoda Written in Stone Eternally – WISE Terms and Conditions applicable to all Nivoda Written in Stone Eternally – WISE Services and Written in Stone Eternally – WISE Certificates, as updated from time to time, available at [INSERT URL].
On Memo	Has the meaning given in the Memo Supplier Terms.
Purchase Terms	Has the meaning given in clause 3.1.
Successful Consignment Notice	Has the meaning given in clause 6.6.
Return Address	Has the meaning given in clause 11.4.1.
Return Request	Has the meaning given in clause 11.1, and includes Return Requests that are deemed to have been issued pursuant to clause 11.2.
Terms	These Nivoda Express Terms and Conditions, as updated from time to time and available at https://nivoda.com/nivoda-express-terms-conditions.
Verification	Has the meaning given in clause 6.6.
Written in Stone Eternally – WISE Certificate(s)	Has the meaning given in the Nivoda Written in Stone Eternally – WISE Terms.

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 the user of Nivoda Express who has agreed to these Terms.

To contact us please use the contact form of our Platform. To give us formal notice of any matter under these Terms please refer to Clause 16 of the Purchase Terms.

Status of these Terms
1. These terms apply in addition to the Purchase of Goods Terms and Conditions available at https://nivoda.com/purchase-of-goods-terms-conditions and the documents referred to therein (including our Terms and Conditions of Use, Privacy Policy, AML Policy and Sourcing Protocol), each as amended from time to time (together the “Purchase Terms“), and the Memo Supplier Terms and Nivoda Written in Stone Eternally – WISE Terms which are each expressly incorporated by reference. Your compliance with the Purchase Terms, Memo Supplier Terms and 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 Express.
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 Express and the Purchase Terms will prevail in all other respects. In the event of any conflict or inconsistency between these Terms and the Memo Supplier Terms, these Terms will prevail as regards any issue relating specifically to Nivoda Express and the Memo Supplier Terms will prevail as regards any issue relating specifically to Nivoda Memo (save as set out therein). 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 Express 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 (save as set out 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 at least 30 days before they are due to take effect, but it is your responsibility to check for any changes to these Terms every time you use the Platform and especially before you use any Nivoda Express feature(s). Your continued use of Nivoda Express (or any part thereof) will be taken as your agreement to any revised terms.
4. By using Nivoda Express (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 from time to time). In accordance with our Terms and Conditions of Use and the Purchase Terms, you also confirm and agree that you are acting on behalf of a bona fide business in the jewellery trade.
Terms of Nivoda Express Service
1. Use of Nivoda Express is at our discretion. Nivoda Express will not be appropriate for all users of our Platform, and accordingly not all users of our Platform will be eligible for Nivoda Express. Our decision as to whether a particular user is entitled to use Nivoda Express shall be final.
2. We may discontinue Nivoda Express at any time and for any reason, at our discretion. We may also withdraw your right to use Nivoda Express at any time and for any reason (including if you are in breach of these Terms), at our discretion. If we discontinue Nivoda Express or if we withdraw your right to continue to use Nivoda Express, we will notify you to explain how and when your ability to use Nivoda Express will end, and how and when any unsold Consigned Goods will be returned to you.
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.
Consignment of Goods
1. Nivoda Express users may request to consign goods to us by submitting a Consignment Form.
2. Submission of a Consignment Form represents a request by you to consign the goods detailed therein to us, and may be accepted or refused in our absolute discretion.
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 Consignment Form. Acceptance by us of a Consignment Form shall not be taken to relieve you from this obligation.
4. If we require further information or amendments to the Consignment Form we will notify you through the Platform and you will have 2 days from such notification to provide such information or edit the Consignment Form. If you do not re-submit the Consignment Form within such period, the Consignment Form will automatically lapse and you must submit a new one.
5. If we accept the proposed consignment of goods as detailed in a Consignment Form, we will provide you with notice of our acceptance through the Platform and you will have 2 days from the date of 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 Consignment Form.
6. Once we have received a Consignment Package, we will within 5 days undertake a review of the contents of the Consignment Package to verify that the relevant goods, Certificates and any supporting evidence is as described in the Consignment Form (“Verification“). If we are not satisfied that Verification has been successful, we will notify you of the same through the Platform and return the Consignment Package to you. If we are satisfied that Verification has been successful, we will notify you of the same through the Platform (a “Successful Consignment Notice“).
7. 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.
Title, Risk and Insurance
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 6.7. 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 hold the Consigned Goods securely in a safe at our or one of our Affiliates’ offices in accordance with good industry practice;
  2. 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
  3. 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, (ii) to sell the Consigned Goods in accordance with the Purchase Terms, (iii) to arrange for storage and, if sold, delivery of the Consigned Goods; (iv) to transfer the Consigned Goods to any of our or our Affiliates’ sites; (v) to loan the Consigned Goods out for events and trade shows, (vi) return the Consigned Goods to you, and (vii) matters which are ancillary or incidental to the foregoing.
Sales of Consigned Goods
1. We may (and you hereby grant us permission and authorisation to List (on your behalf) the Consigned Goods (excluding Certificates) for sale on the Platform in accordance with the Purchase Terms on such terms as we may reasonably determine (including as to price and returns) for the duration of the Consignment Period, subject only to clause 8.2. You must give us the information required for us to correctly List the Consigned Goods (including all of the information in Schedule 1 of the Purchase Terms).
2. You set the desired list price for the Consigned Goods. Once set, and unless and until amended in accordance with clause 8.3, those prices are final and you will be legally bound to sell at that price in accordance with the Purchase Terms. The price must be communicated to us as part of the Consignment Form and must be a total USD amount (no other currencies or pricing methods (such as rapaport price discount or price per carat) are accepted and the USD total will prevail in the event of any conflict between it and any other currencies or pricing methods).
3. You may decrease the list price at any time by notifying us through the Platform and we will update the price as soon as reasonably practicable. You may increase the price at any time by notifying us through the Platform and we will update the price as soon as reasonably practicable, provided that if the Consigned Goods are On Memo, any change in the list price shall be in accordance with the Memo Supplier Terms.
4. In respect of any sales made through the Platform, you will be notified once such sale is confirmed and you may then invoice us in respect of the same. Payment will be handled in accordance with the Purchase Terms.
5. You may offer any Consigned Goods for sale during the Consignment Period outside of the Platform provided always that:
  1. 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 not out On Memo and are able to be sold (i.e. that we have not agreed a sale and that we are not in the process of agreeing a sale or potential sale with a third party); and
  2. if you conclude such sale other than through the Platform, we will handle fulfilment of the delivery of the Consigned Goods to the buyer (but without accepting any liability to the buyer) and such sale will be conditional upon you or the buyer providing us with such details as are necessary to fulfil such order (including, where the buyer is not yet a user of Nivoda, information required in order for the buyer to be registered as a new user on the Platform). If such sale causes the buyer to become a new user of the Platform, we will not charge a fee for this service. Otherwise our standard rates will apply.
Bailment (‘Memoing’) of Consigned Goods
1. If you have opted in to use Nivoda Memo, the Memoing of Consigned Goods shall be subject to and in accordance with the Memo Supplier Terms (as between us and you) and the Nivoda Memo Buyer Terms as defined in the Memo Supplier Terms (as between us and the potential buyer).
Other Permitted Uses of Consigned Goods

We may also (and you hereby grant us permission and authorisation to) use the Consigned Goods:

in order to lend the Consigned Goods to events and trade shows;
to allow the Consigned Goods to be inspected by any interested party during the Consignment Period;
in any other manner as may be required by law or regulatory authority;
to transfer the Consigned Goods to our other sites and facilities (or those of our Affiliates) at our discretion during the Consignment Period;
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
for purposes that are ancillary or incidental to any other purpose permitted or contemplated by these Terms.

1. Return of Consigned Goods
  1. You can request that any Consignment Goods are returned to you at any time during 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.
  2. Our maximum Consignment Period (exclusive of the time it takes us to return the Consigned Goods to you) is 180 days from the date of our receipt of the same (the “Consignment Longstop Date“). You will automatically be deemed to have issued a Return Request (if you have not done so already) on the Consignment Longstop Date.
  3. We will process Return Requests as soon as commercially feasible following:
    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.
  4. Return Requests will be processed in accordance with the following procedure:
    1. Consigned Goods which are the subject of a Return Request will be returned to the nearest Affiliate site at the next available inter-company shipment. The relevant Affiliate will then arrange for delivery to such address as you may specify in the Return Request or, 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 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 usually be returned to the Return Address within 10 working days of a Return Request.
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.

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.

1. Subject to the foregoing provisions of this clause 12, our aggregate liability to you shall not exceed:
  1. in relation to claims by you against us for loss, theft or damage of Consigned Goods under clause 7.3.2, the value of the Consigned Goods in question (being the lower of: (i) the price specified in the Consignment Form; 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.
General
1. These Terms, together with the documents referred to herein, constitutes the entire agreement and understanding of the parties as regards Nivoda Express 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 https://nivoda.com/nivoda-express-terms-conditions from time to time. The updated version of these Terms will apply to your next use of Nivoda Express (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 Express (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.