BUSINESS TERMS AND CONDITIONS

ACCEPTANCE OF THE BUSINESS TERMS

Thank you for using Psydro.. These Business Terms and Conditions (the “Business Terms”) are intended to make business Users aware of your legal rights and responsibilities with respect to your access to and use of the Psydro website at http://www.psydro.com, as well as any subdomains of the same, such as https://business.psydro.com, (collectively referred to as the “Website”), as well as the related Psydro software, collectively referred to as “the Platform”, including but not limited to delivery of information via the Website or Psydro Software.

Please read these Business Terms carefully.

By using the Services of the Platform, you are agreeing to these Business Terms and concluding a legally binding contract with Psydro Ltd., a company incorporated and existing under the laws of the United Kingdom. Do not use thePlatform if you are unwilling or unable to be bound by the Business Terms.

You can accept the Business Terms by clicking to accept or agree to the Business Terms, where it is made available to you in the user interface of the Platform or by actually using the Services.

DEFINITIONS

Psydro

Psydro (http://www.psydro.com/) is a web- based Internet platform, owned by Psydro Ltd., a company incorporated and existing under the laws of the United Kingdom, registered under an 10723326, having its seat and registered office at 162-168 High Street, Rayleigh, Essex, SS6 7BS, United Kingdom, which enables business users to use the Services of the Platform, which are the subject of these Business Terms and Conditions.

Psydro Content

"Psydro Content" means content that Psydro creates and makes available in connection with the Services, including, but not limited to: visual interfaces, interactive features, graphics, design, computer code, widgets, iframes, products, software, aggregate ratings, reports and other usage-related data in connection with the activities associated with your User Account and all other elements and components of the Services excluding Your Content and third party content. "Third Party Content" means content that comes from parties other than Psydro or its Users and is available in or through the Services.

Services

"Services" include any and all services, which Psydro Ltd. may offer to the User, through the Platform, including the functionality available to the User listing their business on the Platform for the purpose of receiving feedback and reviews. “Services” includes both free and paid services available and offered through the Platform.

User

"User" or "you" or "your" refers to you, as a business user of the Services. A user is someone who accesses or uses the Services for the purpose of sharing, displaying, publishing, transacting, uploading information about the User’s business or a business represented by the User.

User Account

"User Account" is a separate part of the Platform, containing User information required by Psydro during registration. The User Account is accessed by the User through entering an email and a password.

We

"We", "us" or "Psydro" refers to Psydro Ltd., a commercial company, providing the Services offered through the Platform.

Your Content

"Your Content" or "User Content" is the content, submitted by you, as a User of the Platform. It includes, but is not limited to what you upload, share or transmit to, through or in connection with the Services, such as business listings, images, photos, User Account information, and any other materials that you publicly display or are displayed in your User Account or business profile.

USING THE SERVICES

Eligibility

You hereby represent and warrant that you are at least eighteen (18) years of age or above and are fully able and competent to understand and agree with the terms and conditions, obligations, affirmations, representations, and warranties set forth in those Business Terms.

Compliance with the laws

You are responsible for complying with all laws and regulations in the country in which you live when you access and use the Services. You agree to use the Services only in compliance with these Business Terms and the applicable law and in a manner that does not violate our legal rights or those of any third parties.

Platform Availability

The Platform may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

User Accounts

You must create a User Account and provide certain information about your business in order to create a business User Account and be able to create listing(s) about your business(es) on the Platform. You are responsible for maintaining the confidentiality of your User Account password. You are also responsible for all activities that occur in connection with your User Account. You agree to notify us immediately of any unauthorized use of your User Account. We reserve the right to close your User Account at any time for any or no reason.

Your business User Account is for your commercial use only. You may be required to verify your ownership or representation capacity for the businesses listed on the Platform through your user account.

Free and Paid Services Plans

Psydro offers its users both free and paid Services plans, depending on the functionalities Users would like to have access to.

The Platform’s “Launch” plan will remain free for all users and offers limited functionality.

Users can also subscribe to the Platform’s “Sky”, “Orbit” and “Galaxy” plans, which will be charged either on a monthly, or a yearly basis. The “Sky” and “Orbit” plans’ prices are fixed, depending on whether the User chooses a monthly or a yearly subscription. The price of the “Galaxy” plan on the other hand, depends on the Services and functionality a User may require and can be negotiated between Psydro and the User.

Each of the Platform’s Services plans offers different functionalities and features. By choosing a given Services plan and confirming the same via the in-Platform interface, the User agrees that they conclude a legally binding contract withPsydro Ltd. Depending on whether the User chooses a monthly or a yearly subscription, they will be charged for the same at the beginning of each subscription period, in accordance with the terms set out in these Business Terms and Conditions. Again, depending on the chosen subscription, the contracts created would be either monthly – renewable each month, or yearly – renewable annually. If a User fails to make a payment at the start of the subscription period without notifying Psydro Ltd., the User’s paid Services plan functionality will be suspended and the User’s Services plan will revert to “Launch” until the necessary payment is made.

Communications from Psydro

By creating a User Account, you agree to receive certain communications in connection with the Platform.

SELLER TERMS

As a business User, you may decide to use the Website in order to reach Customers and sell your products via the Website. By doing so, you will become a “Seller”.

As a “Seller”, you hereby agree to receive orders from Psydro customers (“Customers”) via the Website. Psydro Ltd. does not hold stock on behalf of any Seller. This means that as a Seller, it is your responsibility to stock and ship the ordered products to the respective Customers.

Psydro Ltd. acts as an intermediary and is responsible for processing payments on behalf of Customers as well as for paying Sellers for the products that they shipped and delivered to Customers. Once an order has been delivered by the Seller, we issue the relevant payment for the same to the Seller less than a fixed 12% (twelve percent) flat fee /commission from the total order value.

The Seller is required to ship an order and mark it as “Dispatched” in the Seller’s User Account within 7 /seven/ days from the date on which that order has been placed. If the respective products are not shipped and marked as “Dispatched” within the said 7- day /seven-day/ period, the order will automatically be cancelled and both the Seller and the Customer will be informed of this via email. In such case, any funds taken by Psydro Ltd. will be returned to the Customer via the payment method that they used to make their original payment. Sellers also have the opportunity to mark the order as “Delayed” in order to avoid it being auto-cancelled. If a Seller chooses to do so, but subsequently decides to cancel the order, they will incur a 3% (three percent) fee from the total order value, covering the payment processing charge Psydro Ltd. incurs for capturing and refunding the payment. Sellers will be notified of this fee through a popup window and by continuing will agree to the same. All cancellation penalty fees will be deducted from the next payout which the Seller would be due.

Sellers shall be mindful that Customers have the opportunity to cancel an order that they made via the Website and to receive a full refund within 7 /seven/ days from the date the order has been placed but only before an order has been marked as “Dispatched”.

As Psydro Ltd. only acts as an intermediary, connecting Sellers and Customers, once an order has been shipped by the Seller and marked as “Dispatched” in the Seller’s User Account, the Seller agrees to handle any return and refund requests made by Customers. We shall not be responsible for providing any assistance or dispute resolution services between Sellers and Customers, nor shall we bear any liability for any Seller’s refusal to comply with any statutory (or other legal) obligations Sellers may have towards Customers. You hereby also undertake to indemnify Psydro Ltd. against any claims Customers may have regarding the products that they received from you.

For more information about the processes Sellers may face when selling products via the Website, please refer to our Frequently Asked Questions page or contact us.

CHANGES TO THE BUSINESS TERMS

Psydro may amend, change or update these Business Terms, from time to time, entirely at its own discretion. You shall be responsible for checking these Business Terms, from time to time, and ensuring continued compliance with these Business Terms. Your use of the Services after any such amendment or change in the Business Terms shall be deemed as your express acceptance to such amended/changed Business Terms and an assent to be bound by such changed/amended Business Terms.

TRANSLATION OF THE BUSINESS TERMS

Psydro may provide a translation of the English version of the Business Terms into other languages. You understand and agree that any translation of the Business Terms into other languages is only for your convenience and that the English version shall govern the terms of your relationship with Psydro. In case there are any inconsistencies between the English version of the Business Terms and its translated versions, the English version of the Business Terms shall prevail.

CONTENT

Responsibility for Your Content

You are responsible for the content you publish. You assume all risks associated with the content you publish. You hereby agree and acknowledge that you have the right to publish the content you make available on the Platform through your User Account. You agree that Your Content, including texts, images and other textual or graphical materials will not infringe any third-party intellectual property rights. You must indemnify and hold us harmless from and against any claim or loss due to third party claims against us resulting from Your Content.

You may expose yourself to liability if, for example, the content you publish contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including hate speech or pornography; harms minors; or violates or advocates the violation of any law or other legal regulation.

Any e-mail invitations that you sent from your User Account are also subject to these Business Terms. Such e-mails shall form part of Your Content. This shall be to the exclusion of the source code provided by Psydro, which gives the User the functionality to draft and send such e-mails invitations. Psydro shall not be responsible for the content you send and disclaims any liability therefor. Any e-mails uploads shall be made from the User’s own database and not from a third-party catalogue.

Right to use Your Content.

By submitting Your Content, you hereby irrevocably grant us a perpetual, irrevocable, non-exclusive, royalty-free right to use the published content on the territory of the European Union. This includes the right to sub-license and transfer.

By “use” we mean use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, promote, create derivative works.You irrevocably waive, any claims and assertions of moral rights with respect to Your Content brought against us, any third-party services and our and their users.

Ownership of Content

As between you and Psydro, you own Your Content and any content published on the Platform through your User Account. We own the Psydro Content, including, among others, visual interfaces, interactive features, graphics, design, compilations, including (but not limited to) our database of User content and other Platform Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Platform, excluding User Content and Third Party Content. We also own the copyrights, trademarks, trade names, and other intellectual and proprietary rights ("IP Rights"), associated with the Psydro Content, the Platform. This means that you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Psydro Content, in whole or in part, except as expressly authorized by us.

You may decide to post Psydro Content on your Platform. This Psydro Content includes widgets and iframes, the code of which is subject to our copyright. These widgets and iframes can be installed on your website in order to show the reviews and ratings your business has received on the Platform. They may also offer the opportunity for your visitors to write reviews. As such, you may not amend or redact the code provided to you. The images visible on your website through the widgets and iframes may be part of the Psydro Content or Third Party Content. In any case, Psydro disclaims any liability for the content visible on your Platform or any damages that arise out of the use of the same.

Content Removal

We reserve the right, at any time and without prior notice, to remove, block, or disable access to any content that we, for any reason or no reason consider to be objectionable, in violation of the Business Terms or otherwise harmful to the Services or to Platform users and visitors in our sole discretion. This may also preclude you from using, viewing, amending or utilising any of Your Content, the Psydro Content or any Third Party Content.

RESTRICTIONS

Without limiting the generality of these Business Terms, in using the Services, you specifically agree not to post or transmit any content on your business profile or engage in any activity that, in our sole discretion:

• I.Violates any third party's rights, including copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• II.Violates those Business Terms;
• III.Violates any applicable law;
• IV.Threatens, harms, harasses others, or promotes discrimination;
• V.Engages in keyword spamming, or otherwise attempts to manipulate the Platform’s search results;
• VI.Solicits personal information from minors or submits or transmits pornography.

Apart from that, the User agrees not to:

• I. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works, publicly display, sell, trade, or in any way exploit the Platform or its Content.
• II.Use any robot, spider, site or mobile app search/retrieval application in thePlatform;
• III.Make attempts to reverse engineer any portion of the Platform;
• IV.Remove or modify any IP rights notice that appears on any portion of the Platform or on any materials printed or copied from the Platform;
• V.Record, process, or mine information about other Users and clients;
• VI.Attempt to gain unauthorized access to the Platform, the User Accounts, computer systems or networks connected to the Platform, through hacking, password mining or any other means;
• VII.Use the Platform or any Content to transmit any computer viruses, worms, Trojan horses or other items that could be of a destructive nature (collectively, "Viruses").

When a particular action is not explicitly referred to in this clause, but is an obvious violation of Art. 7, the clause should be interpreted broadly, in favour of Psydro, and this action should be considered as if it was included in this clause.

PAYMENT AND REFUNDS

Payment processing services for Users on Psydro are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a User on Psydro, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Psydro enabling payment processing services through Stripe, you agree to provide Psydro accurate and complete information about you and your business, and you authorize Psydro to share it and transaction information related to your use of the payment processing services provided by Stripe.

Payments are done by credit/debit card or Stripe. All credit/debit cardholders are subject to validation checks and prior authorisation by the card issuer. If you are not using your own credit/debit card to pay for the subscription or order, you must ask the permission of the credit/debit cardholder before entering the payment details.

If the issuer of your payment card refuses to authorise payment to Psydro Ltd., we will not be able to process your subscription request or order and a message will appear informing you that the transaction cannot be processed. Psydro Ltd., together with its business partners, takes all reasonable care to ensure that its payment system is secure. All payment card transactions made through the Platform are processed using a secure online payment gateway (Secure Socket Layer (SSL) technology) that encrypts your card details in a secure hosting environment. We do not hold your payment card details on the Psydro Ltd. server.

Payments to Psydro are recurring, depending on whether the User has chosen a onthly or an annual package and are debited from the customer’s credit/debit card at the beginning of each billing period. Psydro does offer a 14-day cooling off period in accordance with the Consumer Rights act and Directive 2011/83/EU. If you choose to cancel your subscribtion within 14 days of making your order and agreeing for the same, you must email Psydro at business@psydro.com. Please note that the 14-day cooling-off period is only valid at the beginning of your subscription and not at the renewal of each subscription period. Once the said 14-day cooling-off period lapses, Psydro does not offer the possibility of any further refunds.

INDEMNITY

You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective directors, owners, employees, agents, representatives and assigns harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions) incurred by the abovementioned in connection with any claim arising out of any breach by you of any third-party intellectual property rights, these Business Terms or claims arising from your use of the Platform and/or your User Account. You agree to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defence and control of any matter otherwise subject to indemnification by you. We will use reasonable efforts to notify you of any such claim, action or proceeding.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES, ACCESSIBLE ON OR THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT, PERMITTED BY THE APPLICABLE LAW, PSYDRO LTD. DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE FACT THAT: (I) THE SERVICES, ACCESSIBLE ON OR THROUGH THE PLATFORM MAY BE TRADED OR SUITABLE FOR A SPECIFIC PURPOSE, (II) THE SERVICES, ACCESSIBLE ON OR THROUGH THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION AND ERRORS, (III) DEFECTS WILL BE RECTIFIED, (IV) THERE ARE NO BUGS, VIRUSES, TROJAN HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, FOLLOWING THE ACTIONS OF THIRD PARTIES, (V) THE SECURITY METHODS USED WILL BE SUFFICIENT FOR THE PROTECTION OF THE SERVICES AND THEIR USERS, AND (VI) WITH REGARD TO THE CORRECTNESS, ACCURACY OR RELIABILITY, THERE WILL BE NO LOSS OF DATA, CONTENT OR INFORMATION.

DOWNLOADING OR OTHERWISE OBTAINING MATERIALS THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE, TABLET OR OTHER DEVICE OR FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL. PSYDRO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THE PSYDRO SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. THE COMMUNICATION WITH PSYDRO, WHETHER WRITTEN OR ORAL, IN CONNECTION TO, TROUGH THE OR AS A RESULT OF USING THE SERVICES SHALL NOT CREATE ANY WARRANTIES NOT EXPRESSLY STATED IN THE BUSINESS TERMS. UNLESS YOU HAVE BEEN EXPRESSLY AUTHORIZED TO DO SO IN WRITING, YOU AGREE THAT WHEN USING THE SERVICES, YOU WILL NOT USE ANY TRADEMARK, TRADE NAME OR LOGO OF ANY COMPANY OR ORGANIZATION IN A WAY THAT IS LIKELY TO CAUSE CONFUSION ABOUT THE OWNER OF SUCH MARKS, NAMES OR LOGOS.

PSYDRO MAKES NO PROMISES WITH RESPECT TO ANY VIEWERS OR USERS THAT WRITE REVIEWS ON THE PLATFORM. THE REVIEWS THAT CAN BE SEEN OR WRITTEN ON PSYDRO ARE NOT IN ANY WAY PROMOTED OR ENDORSED BY PSYDRO OR ANY THIRD PARTIES. ALL REVIEWS REPRESENT THE HONEST OPINIONS OF VIEWERS, CUSTOMERS, USERS AND CONSUMERS.

PSYDRO ONLY OFFERS A PLATFORM FOR BUSINESS USERS TO LIST, ADVERTISE AND COLLECT OPINIONS OR REVIEWS ABOUT THEIR BUSINESSES. AS SUCH, PSYDRO DISCLAIMS ANY LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES. PSYDRO ALSO DISCLAIMS LIABILITY FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS AND RESULTING DAMAGE, (III) BUSINESS INTERRUPTION, (IV) REPUTATIONAL HARM, OR (V) LOSS OF INFORMATION OR DATA.

DISPUTE RESOLUTION

You agree that any and all disputes and claims, arising out of or in connection with these Business Terms, the Platform and the Services shall be resolved individually.

Psydro disclaims any liability for damages, including reputational, that you, as a business may suffer when using the Services.You also hereby waive all rights to claim punitive, incidental, consequential damages.

This Agreement and all rights and obligations in connection with it are governed by the laws of England and Wales. Any disputes between the Parties arising from this Agreement shall be heard and determined by the competent Courts of England and Wales.

SEVERABILITY

If any of these terms, clauses or conditions are found unlawful, void, or for any reason unenforceable, then such provisions will be considered severable from the remaining Business Terms and will not affect the validity and enforceability of the remaining provisions.

TERMINATION

• I.You may terminate the Business Terms at any time by closing your User Account and deleting your business User profile on Psydro. You may also provide Psydro with a notice of termination. In that case, Psydro will delete the profile of your business and close your User Account.
• II.We may close your User Account, suspend your ability to use certain portions of the Platform and/or ban you altogether from using the Services for any or no reason and without notice or liability of any kind. Any such action could prevent you from accessing your User Account, the Platform, Your Content, Psydro Content and/or any other related information.

GENERAL TERMS

• I.We reserve the right to amend, update, or discontinue the Platform at our sole discretion, at any time, with or without reason, and without notice or liability.
• II.We may provide you with notices, including those regarding changes to the Business Terms, by email or through the Platform.
• III.Except as otherwise stated in Section 10 above, nothing in those Business Terms is intended, nor will be deemed, to confer rights or remedies upon any third party.
• IV.The Business Terms contain the entire agreement between you and Psydro regarding the business use of the Platform.
• V.If any provision of the Business Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated so that the Business Terms shall otherwise remain in full force and effect.
• VI.The section titles in the Business Terms are for convenience only and have no legal or contractual effect.

CONTACT

In order to address a question, to resolve a complaint regarding the Platform or the Psydro Services, or to receive further information regarding the Services, please contact Psydro using one of the following methods:

Address: 162-168 High Street, Rayleigh, Essex SS6 7BS Email : business@psydro.com