Terms of Service
Thanks for using our Escrow services (“Services”). The Services are provided by EPW LTD (“Escrow Agent”), a company incorporated under the laws of Cyprus, having its registered address at 16 Ekaterinis Kornaro Street, 2015 Strovolos, Nicosia, Cyprus, with the website address epw.com.cy (referred to as “we”, “our” or “EPW” hereinafter) with website epw.com.cy, “The Site”). By using our Services, you are agreeing to these terms. Please read them carefully. These terms of Service describe the terms and conditions applicable to your access and use of our Websites. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.
You must follow any policies made available to you within the Services.
Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
1. Application and Acceptance of the Terms
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with EPW, or (b) you are not permitted to receive any Services under the laws of the jurisdiction in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that EPW may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
1.4 If EPW has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Site.
1.5 You may be required to enter into a separate agreement, whether online or offline, with EPW and/or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized officer of EPW.
2. Provision of Services
2.1 You must apply on the Site in order to open an Escrow account to access and use some Services. Further, EPW reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that EPW may impose in our discretion.
2.2 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. EPW may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.3 EPW may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
2.4 Some Services may be provided by EPW affiliates on behalf of EPW.
3. Users Generally
3.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all laws and regulations applicable when using the Site or Services.
3.2 You agree to use the Site or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with EPW, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from EPW is prohibited. Use of any content or materials on the Site for any purpose not expressly permitted in the Terms is prohibited.
3.4 EPW may allow Users to access to content, Products offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ web sites. You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using the Site. You acknowledge that EPW has no control over such third parties’ web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such websites, or any content, Products made available on such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of EPW and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of EPW feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to EPW or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free and sub-licensable license to EPW to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Site, the provision of any Services and/or the business of the User. You confirm and warrant to EPW that you have all the rights, power and authority necessary to grant the above license.
4. Escrow Account
4.1 User must apply on the Site to open an Escrow Account to access or use some Services (an authorized User is also referred to as a “Client” below). EPW may reject User’s application for an Escrow Account for any reason.
4.2 Upon approval of the application for escrow services, EPW shall inform client to the declared email address. Client will be able to access his account using the credentials he used during the registration process.
4.3 A set of Client ID and password is unique to a single account. Each Client shall be solely responsible for maintaining the confidentiality and security of your Client ID and password and for all activities that occur under your account. No Client may share, assign, or permit the use of your Client account, ID or password by another person outside of the Client’s own business entity. Client agrees to notify EPW immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Client agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Client.
4.5 Client acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use”), may cause irreparable harm to EPW or other Users of the Site. Client shall indemnify EPW, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Client also agrees that in case of the multiple use of the escrow account or Client’s failure to maintain the security of the escrow account, EPW shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Client’s escrow account without liability to Client.
5. Client’s Responsibilities
5.1 Each Client represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Site and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Client will be required to provide information or material about your entity, business or products/services as part of the registration process on the Site or your use of any Service or the Client account. Each Client represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Client represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the Products described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.
5.5 Each Client further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the Product Listing Policy, other Terms or any applicable Additional Agreements
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web Site which includes any content that may violate the Terms.
5.6 Each Client further represents, warrants and agrees that you shall:
a) carry on your activities on the Site in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Site in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Site to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offense, give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate EPW’s various proprietary directories, databases and listings;) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
i) not involve any scheme to undermine the integrity of the data, systems or networks used by EPW and/or any user of the Site or gain unauthorized access to such data, systems or networks;) not engage in any activities that would otherwise create any liability for EPW or our affiliates.
5.7 Client may not use the Services and Client account to engage in activities which are identical or similar to EPW’s e-commerce marketplace business.
5.8 If Client provides a business referee, Client represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to (a) act as your business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent.
5.9 Client agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for EPW’s provision of the Services, evaluating whether Client has breached the Terms and/or handling any complaint against the Client. If Client’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, EPW shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.10 Client acknowledges and agrees that EPW shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Site. EPW does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Client. Each Client is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
5.11 Client acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.12 Client acknowledges and agrees that each Client is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Breaches by Clients
6.1 EPW reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Site which we reasonably believe is unlawful, violates the Terms, could subject EPW or our affiliates to liability, or is otherwise found inappropriate in EPW’s opinion.
6.2 If any Client breaches any Terms or if EPW has reasonable grounds to believe that any Client is in breach of any the Terms, EPW shall have the right to impose a penalty against the Client, or suspend or terminate the Client’s escrow account or of any Service without any liability to the Client. EPW shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by EPW. The penalties that EPW may impose include, among others, warning, or imposing restrictions on the Client’s use of any features or functions of any Service for such period as EPW may consider appropriate in our sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Client would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, EPW has reasonable grounds to believe that such Client has willfully or materially failed to perform your contract with such third party including without limitation where the Client has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Client has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b) EPW has reasonable grounds to suspect that such Client has used a stolen credit card or other false or misleading information in any transaction with a counter party,
c) EPW has reasonable grounds to suspect that any information provided by the Client is not current or complete or is untrue, inaccurate, or misleading, or
d) EPW believes that the Client’s actions may cause financial loss or legal liability to EPW or our affiliates or any other Users.
6.4 EPW reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, EPW may disclose the Client’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. EPW shall not be liable for damages or results arising from such disclosure, and Client agrees not to bring any action or claim against EPW for such disclosure.
6.5 If a Client is in breach of the Terms, EPW also reserves the right to publish the records of such breach on the Site. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, EPW also reserves the right to disclose the records of such breach to our affiliates. Such EPW affiliates may impose limitation on, suspend or terminate the Client’s use of all or part of the services provided by such affiliates to the Client, take other remedial actions, and publish the records about the Client’s breach of the Terms on the websites operated by or controlled by such EPW affiliates.
6.6 Each Client agrees to indemnify EPW, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Site or Services, or from your breach of the Terms.
6.7 Each Client further agrees that EPW is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Client. EPW reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, in which event the Client shall cooperate with EPW in asserting any available defenses.
7. Transactions Between Buyers and Sellers
7.1 EPW does not represent either the seller or the buyer in specific transactions. EPW does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the Products offered for sale on the Site or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with parties acting under false pretenses. EPW uses several techniques to verify the accuracy of certain information our Clients provide us when they apply for Escrow Services on the Site. Whilst EPW endeavors to maintain the accuracy and quality of the information provided by the Client, EPW, gives no warranty or assurance about the contents. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
7.3 Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Site or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to Products that are the subject of transactions using the Site. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of Products offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks”. Each User agrees that EPW shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
7.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7.5 User agrees to provide all information and materials as may be reasonably required by EPW in connection with your transactions conducted on, through or as a result of use of the Site or Services. EPW has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
7.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify EPW (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
8. Limitation of Liability
8.1 To the maximum extent permitted by law, the services provided by EPW on or through the site are provided “as is”, “as available” and “with all faults”, and EPW hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
8.2 To the maximum extent permitted by law, epw.com.cy makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the sites; epw.com.cy does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the sites does not violate any third party rights; and epw.com.cy makes no representations or warranties of any kind concerning any product or service offered or displayed on the sites.
8.3 Any material downloaded or otherwise obtained through the Site is done at each User’s sole discretion and risk and each User is solely responsible for any damage to EPW’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from EPW or through or from the Site shall create any warranty not expressly stated herein.
8.4 The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall EPW and our affiliates be held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and save EPW, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the Site or Services (including but not limited to the display of such User’s information on the Site) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save EPW, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to EPW.
8.6 Each User hereby further agrees to indemnify and save EPW, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that EPW is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User.
EPW reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with EPW in asserting any available defenses.
8.7 EPW shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Site or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site;
c) violation of Third Party Rights or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of Products offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Site; or;
f) any matters relating to Services however arising, including negligence.
8.8 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not EPW has been advised of or should have been aware of the possibility of any such losses arising.
9. General Provisions
9.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and EPW with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
9.2 EPW and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser franchisee relationship is intended or created by the Terms.
9.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
9.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
9.5 EPW’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of EPW’s right to act with respect to subsequent or similar breaches.
9.6 EPW shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of EPW). You may not assign, in whole or part, the Terms to any person or entity.
9.7 The Terms shall be governed by the laws of Cyprus without regard to conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of Cyprus.
Arbitration costs shall be distributed by the arbitration:
10.1 In case a dispute arises between the Clients from or in connection with a Business Transaction and such dispute has been submitted to EPW for its determination and determination has become final, the funds held on escrow by the EPW will be disposed in accordance with EPW’s determination.
10.2 If EPW’s determination is accepted, there shall be authorized to dispose the funds in escrow according to such determination. Further, upon such determination becoming final, each Client shall be deemed to have waived any claim against EPW and our affiliates and agents under the above circumstances.
10.3 If any dispute or claim arises from or in connection with this Agreement the relevant parties shall use all reasonable endeavors to resolve the Dispute through amicable negotiations but as far as the EPW is concerned any dispute under this Agreement shall be forwarded for final resolution to an Arbitration board being an independent Law office based in Cyprus. Any work carried out by the Arbitration lawyers in the case an arbitration is made shall entail costs be distributed by the arbitration. The Arbitration shall be governed by the laws of Cyprus without regard to conflict of law principles.
10.4 The Arbitrator will deliver the decision or award in writing with a summary of the reasons for the decision or award, and the decision or award shall be final and binding on all parties, their successors and assigns. In an appropriate case, the arbitrator may grant a motion to dismiss the claim or a motion for summary deposition of the claim. Judgment on the decision or award may be entered by District Courts of Cyprus ensuring enforceability of the Arbitrators decision.
10.5 All clauses above concerning Arbitration are applicable, binding and final for all disputes whether these are disputes between clients of EPW and or between clients and EPW itself.