Terms of Service

Roninimity Ltd (11755770) | 71-75 Shelton Street, London, WC2H 9JQ [email protected] | www.tcgsold.com 1. INTRODUCTION AND ACCEPTANCE These Terms and Conditions ("Terms") govern your access to and use of the TCGSold platform operated by Roninimity Ltd, a company incorporated in England and Wales ("TCGSold", "we", "our", or "us"). Our registered office is at 71-75 Shelton Street, London, WC2H 9JQ. You may contact us at [email protected]. By creating an account, accessing, or using the Platform in any way, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any other policies referenced herein. If you do not agree with these Terms, you must not use the Platform. These Terms constitute a legally binding agreement between you and TCGSold. We recommend that you save or print a copy of these Terms for your records. 2. DEFINITIONS In these Terms, the following definitions apply: "Platform" means the TCGSold website (www.tcgsold.com), mobile application, and all associated services, tools, and features provided by TCGSold. "Account" means a registered user account created on the Platform. "Store" means a store page created by a Store Owner on the Platform through which they may offer Products and Listings. "Store Owner" means a registered user who has created and operates a Store on the Platform. "Buyer" means a registered user who engages with a Store to enquire about or purchase items. "Product" means an item listed by a Store Owner with a fixed price, available for direct purchase through Stripe-powered checkout. "Listing" means an item or collection of items posted by a Store Owner without a fixed price, intended to generate enquiries and facilitate private arrangements between Store Owners and Buyers via the Platform messaging system. "Platform Services" means the tools, infrastructure, and features provided by TCGSold to enable Store Owners to create and operate their Stores, including payment processing facilitation, identity verification, messaging, and mobile application access. "Platform Fee" means the fee charged by TCGSold as described in Section 9 of these Terms. "Stripe" means Stripe, Inc. and its affiliates, the third-party payment processing provider used by the Platform. "TCG Products" means trading card game products, including without limitation individual cards, sealed products, binders, accessories, and related collectibles. "Content" means any text, images, descriptions, data, or other material submitted to the Platform by a user. "Prohibited Items" has the meaning given in Section 7 of these Terms. "Transaction" means any completed sale of a Product or agreed arrangement arising from a Listing between a Store Owner and a Buyer. 3. ELIGIBILITY AND ACCOUNT REGISTRATION 3.1 Age Requirement You must be at least 18 years of age to create an Account or use the Platform. By creating an Account, you confirm that you are at least 18 years old. We reserve the right to terminate any Account if we discover or reasonably suspect that the Account holder is under 18 years of age. 3.2 Legal Capacity By agreeing to these Terms, you represent and warrant that you have the legal capacity to enter into a binding contract under the laws of England and Wales, or, where applicable, the jurisdiction in which you reside. 3.3 Registration To access certain features of the Platform, you must register for an Account. When registering, you agree to: - Provide accurate, current, and complete information - Maintain and promptly update your registration information - Keep your password confidential and not share it with any third party - Notify us immediately at [email protected] of any unauthorised use of your Account or any other security breach You are responsible for all activity that occurs under your Account, whether or not authorised by you. TCGSold will not be liable for any loss or damage arising from unauthorised use of your Account. 3.4 One Account Per Person Each individual may register only one Account. Creation of multiple Accounts for the purpose of circumventing platform rules, suspensions, or bans is strictly prohibited. 4. NATURE OF THE PLATFORM 4.1 Platform Provider — Not a Party to Transactions TCGSold is a technology platform provider. We provide tools and infrastructure that enable independent Store Owners to create and operate their own online stores to offer TCG Products. TCGSold is not a party to any Transaction between a Store Owner and a Buyer. TCGSold does not buy, sell, own, or control any items listed or sold through Stores on the Platform. 4.2 Independent Store Owners Each Store Owner operates their Store independently. Store Owners are not agents, employees, partners, or representatives of TCGSold. TCGSold has no control over, and makes no representations or warranties regarding, the quality, safety, legality, or accuracy of items or information provided by Store Owners. 4.3 No Guarantee of Transactions TCGSold does not guarantee that a Buyer will complete a purchase, that a Product or Listing will be sold, or that any particular Transaction will occur. TCGSold is not responsible for ensuring that Buyers and Store Owners fulfil their obligations to each other. 4.4 Store Owners' Responsibility for Transactions Store Owners are solely responsible for: - The accuracy and completeness of Product and Listing descriptions, images, and pricing - Fulfilment and dispatch of items sold, including packaging and shipping - Handling returns, refunds, and exchanges in accordance with applicable consumer protection law, including the Consumer Rights Act 2015 where applicable - Resolving disputes with Buyers - Compliance with all applicable laws regarding the sale of goods, including consumer contracts regulations, distance selling rules, and any applicable tax obligations - Obtaining any licences or permissions required to sell particular items 4.5 TCGSold's Role in Disputes TCGSold is not obligated to mediate or resolve disputes between Store Owners and Buyers. Whilst we may, at our sole discretion, provide assistance or guidance in the event of a dispute, we are not liable for the outcome of any dispute between Platform users. You acknowledge that any remedy you seek in connection with a Transaction must be sought from the Store Owner, not from TCGSold. 5. CREATING AND OPERATING A STORE 5.1 Free Account and Store Setup It is free to register an Account and create a Store on the Platform. Creating a Store does not obligate you to enable payment processing or to pay any fees unless and until you choose to activate payment processing features as described in Section 8. 5.2 Store Content As a Store Owner, you are responsible for all Content you post to your Store. You must ensure that: - All descriptions, images, and information relating to your Products and Listings are accurate, clear, and not misleading - Your Store name does not infringe the intellectual property rights of any third party - Your Content complies with Section 6 (Acceptable Use) of these Terms 5.3 Products A Product is an item with a fixed price that a Buyer may purchase directly through the Platform's integrated Stripe checkout. Store Owners may only list Products if they have successfully completed Stripe Connect onboarding as described in Section 8. 5.4 Listings A Listing is a posting for an item or collection of items (for example, a binder of cards) where the Store Owner and a Buyer negotiate terms privately through the Platform's messaging system. Listings do not require the Store Owner to have enabled Stripe payment processing. TCGSold is not involved in and accepts no responsibility for any arrangements, payments, or agreements made between Store Owners and Buyers arising from a Listing. Buyers and Store Owners who arrange Transactions via Listings do so entirely at their own risk. 5.5 Pricing Store Owners are free to set their own prices for Products and to agree their own terms for Listings. TCGSold does not regulate pricing, except that Store Owners must not engage in price manipulation, shill bidding, or any deceptive pricing practice. 6. ACCEPTABLE USE POLICY 6.1 Permitted Use You may use the Platform only for lawful purposes and in accordance with these Terms. The Platform is designed to enable Store Owners to offer TCG Products and related accessories, and for Buyers to discover and enquire about such items. 6.2 Prohibited Conduct You must not use the Platform to: - Violate any applicable law or regulation - Engage in fraudulent, deceptive, or misleading conduct - Impersonate any person or entity, or misrepresent your affiliation with any person or entity - Harass, intimidate, threaten, or abuse other users - Post Content that is defamatory, obscene, offensive, hateful, or discriminatory - Infringe the intellectual property rights of any third party, including selling counterfeit TCG Products - Attempt to gain unauthorised access to any part of the Platform, other accounts, or our systems - Introduce viruses, malware, or any other malicious code - Use automated tools, bots, scrapers, or similar technologies to access or interact with the Platform without our prior written consent - Circumvent or attempt to circumvent any security or access controls on the Platform - Engage in any conduct that could damage, disable, overburden, or impair the Platform - Use the Platform for any purpose other than the sale of TCG Products and related items 6.3 Store Owner Additional Obligations In addition to the above, Store Owners must not: - Operate multiple Stores without our express written consent - Solicit Buyers to complete Transactions outside the Platform in order to avoid Platform Fees (except in relation to Listings arranged via the messaging system, as described in Section 5.4) - Misrepresent the condition, authenticity, or grading of any item - List Prohibited Items as defined in Section 7 7. PROHIBITED ITEMS Store Owners may not list, offer, or facilitate the sale of the following items on the Platform: - Counterfeit, fake, or unauthorised replica TCG Products - Items known or suspected to be stolen - Items the sale of which is prohibited by applicable law - Any items unrelated to TCG Products or trading card game accessories, unless expressly agreed with TCGSold in writing - Items subject to trade sanctions, export controls, or embargos under UK law TCGSold reserves the right to determine, in its sole discretion, whether an item falls within the scope of Prohibited Items and to remove any such listing without notice. 8. PAYMENT PROCESSING 8.1 Optional Stripe Connect Onboarding Payment processing on the Platform is powered by Stripe. In order to offer Products for direct purchase through the Platform, a Store Owner must complete Stripe Connect onboarding. Stripe Connect onboarding is optional — Store Owners who do not wish to enable direct payments may still create a Store and use the Listing feature to communicate with Buyers via the Platform messaging system. 8.2 Stripe's Requirements Stripe Connect onboarding is subject to Stripe's own terms of service, privacy policy, and eligibility requirements, including age and identity verification requirements imposed by Stripe. By initiating Stripe Connect onboarding through the Platform, you agree to be bound by Stripe's Connected Account Agreement, available at stripe.com/connect-account/legal. TCGSold has no control over Stripe's eligibility criteria or its decision to approve or reject a Stripe Connect application. 8.3 Stripe as Independent Data Controller When you complete Stripe Connect onboarding or use Stripe's payment services through the Platform, Stripe acts as an independent data controller in respect of the personal and financial data you provide to Stripe. Your data will be processed by Stripe in accordance with Stripe's privacy policy. TCGSold does not store your full payment card details or bank account credentials. 8.4 Transaction Processing When a Buyer purchases a Product from a Store with active payment processing, TCGSold facilitates the transaction using Stripe's payment infrastructure. Payments are processed by Stripe and are subject to Stripe's terms and conditions. Store Owners are responsible for ensuring their Stripe account remains in good standing and compliant with Stripe's requirements. 8.5 Payouts Payouts to Store Owners are processed by Stripe in accordance with Stripe's payout schedule, subject to any applicable holds, reserves, or delays imposed by Stripe. TCGSold has no control over and is not responsible for delays in Stripe's payout processing. 9. PLATFORM FEES AND CHARGES 9.1 Platform Fee TCGSold charges a Platform Fee of 5% (five percent) of the Transaction value (excluding applicable taxes) on each completed Product sale facilitated through the Platform's payment infrastructure. This Platform Fee is deducted automatically at the time of Transaction via the Stripe Connect mechanism. 9.2 Payment Processing Fees In addition to the Platform Fee, standard payment processing fees charged by Stripe will apply to each Transaction. These fees are set by Stripe and are subject to change. Current Stripe processing fees are available at stripe.com/pricing. Store Owners are responsible for understanding and accounting for Stripe's processing fees. 9.3 Free to Sign Up Registration of an Account and creation of a Store is free. No subscription or listing fees are charged. Platform Fees are only applicable when a Store Owner has enabled payment processing and a Transaction is completed via the Platform's payment infrastructure. No Platform Fee applies to arrangements made via the Listing feature outside of Stripe-processed payments. 9.4 Identity Verification Fee Store Owners may choose to complete identity verification through the Platform's Stripe Identity integration, whether or not they have enabled payment processing. A fee, as displayed on the Platform at the time of verification, applies to this service. This fee is non-refundable once the verification process has been initiated. Identity verification is optional but contributes to store trust indicators displayed on the Platform. 9.5 Fee Changes TCGSold reserves the right to amend the Platform Fee structure at any time. We will provide not less than 30 days' written notice of any increase to the Platform Fee by email to registered Store Owners. Your continued use of the Platform following the effective date of any fee change constitutes your acceptance of the revised fees. 9.6 Taxes Store Owners are solely responsible for determining, collecting, reporting, and remitting all applicable taxes arising from Transactions conducted through their Store, including but not limited to VAT, income tax, and any other applicable taxes. TCGSold does not provide tax advice. Store Owners should seek independent professional tax advice if required. 10. IDENTITY VERIFICATION TCGSold offers an optional identity verification feature through Stripe Identity. Store Owners who complete identity verification will receive a verified badge displayed on their Store, which may assist in building trust with Buyers. Identity verification is entirely optional and the absence of a verified badge does not indicate that a Store Owner is untrustworthy or in breach of these Terms. Identity verification is carried out by Stripe, Inc. as an independent service provider. TCGSold does not process identity documents and only receives confirmation of verification status from Stripe. TCGSold accepts no liability for Stripe's identity verification process, decisions, or outcomes. The verified badge is not an endorsement by TCGSold of a Store Owner's reliability, the quality of their items, or their compliance with these Terms. Buyers should exercise their own judgement when engaging with any Store on the Platform. 11. INTELLECTUAL PROPERTY 11.1 TCGSold's Intellectual Property The Platform and all content created by TCGSold, including its software, design, trademarks, logos, and text, are the intellectual property of TCGSold or its licensors. Nothing in these Terms grants you any licence or right to use TCGSold's intellectual property without our express written permission. 11.2 Your Content You retain ownership of any Content you submit to the Platform. By submitting Content, you grant TCGSold a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, display, distribute, and adapt your Content for the purposes of operating, promoting, and improving the Platform. You represent and warrant that you own or have all necessary rights to the Content you submit, that your Content does not infringe the intellectual property rights of any third party, and that your Content complies with these Terms. 11.3 Third-Party Intellectual Property TCG product names, card names, set names, and related imagery are the intellectual property of their respective publishers (including but not limited to The Pokemon Company International, Wizards of the Coast, Konami, and other publishers). Store Owners must ensure that their use of third-party intellectual property in listings and Content complies with applicable law and the relevant publisher's policies. TCGSold accepts no liability for any infringement arising from Store Owner Content. 12. DISCLAIMER AND LIMITATION OF LIABILITY 12.1 Platform Provided "As Is" The Platform is provided on an "as is" and "as available" basis without warranty of any kind, express or implied. To the fullest extent permitted by applicable law, TCGSold disclaims all warranties, conditions, representations, and other terms, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted access. 12.2 No Liability for Transactions TCGSold is not party to Transactions between Store Owners and Buyers and accepts no liability for: - The failure of a Store Owner to dispatch, deliver, or fulfil any item - The quality, safety, authenticity, or fitness for purpose of any item - Any dispute between a Store Owner and a Buyer - Any loss suffered by a Buyer arising from a Transaction arranged via the Listing feature - Any misrepresentation by a Store Owner 12.3 Limitation of Liability To the fullest extent permitted by applicable law, TCGSold's total aggregate liability to you in connection with the Platform, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) the total Platform Fees paid by you to TCGSold in the 12 months immediately preceding the event giving rise to the claim; or (b) £100 (one hundred pounds sterling). 12.4 Exclusion of Consequential Loss In no event will TCGSold be liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if TCGSold has been advised of the possibility of such loss. 12.5 Consumer Rights Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability under the Consumer Rights Act 2015. 13. INDEMNIFICATION You agree to indemnify, defend, and hold harmless TCGSold, its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: - Your use of the Platform - Any Transaction conducted through your Store - Your breach of these Terms - Any Content you submit to the Platform - Your violation of any applicable law or the rights of any third party 14. ACCOUNT SUSPENSION AND TERMINATION 14.1 Termination by You You may close your Account at any time by contacting us at [email protected] or through the account settings on the Platform. Closure of your Account does not affect any outstanding Transactions or obligations. Platform Fees on Transactions that occurred prior to account closure remain payable. 14.2 Suspension or Termination by TCGSold TCGSold may suspend or terminate your Account (and your Store, if applicable) at any time, with or without notice, if: - You breach these Terms - We reasonably suspect fraudulent activity on your Account - We are required to do so by law or by Stripe - Your Account has been inactive for a period of 24 months or more - We decide, in our sole discretion, to discontinue the Platform or any part of it 14.3 Effects of Termination Upon termination, your right to access the Platform and your Store will cease. We may retain certain data as required by law or our data retention policy. Termination does not affect any rights or obligations that accrued prior to the date of termination. 15. CHANGES TO THE PLATFORM AND THESE TERMS 15.1 Platform Changes TCGSold reserves the right to modify, suspend, or discontinue any part of the Platform at any time, with or without notice. TCGSold will not be liable for any modification, suspension, or discontinuation of the Platform. 15.2 Changes to These Terms We may revise these Terms from time to time. We will notify you of material changes by email and by posting an updated version on the Platform, clearly indicating the revised effective date. Your continued use of the Platform following notification constitutes acceptance of the revised Terms. If you do not accept the revised Terms, you must stop using the Platform. 16. GOVERNING LAW AND DISPUTE RESOLUTION 16.1 Governing Law These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 16.2 Jurisdiction Subject to clause 16.3, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation. 16.3 Consumer Disputes If you are a consumer (as defined under the Consumer Rights Act 2015), you may have additional rights in relation to dispute resolution. The European Online Dispute Resolution platform (ec.europa.eu/consumers/odr) may be available as an alternative dispute resolution mechanism. We are not obliged to participate in alternative dispute resolution schemes but may choose to do so at our discretion. 17. GENERAL PROVISIONS 17.1 Entire Agreement These Terms, together with our Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and TCGSold with respect to your use of the Platform and supersede all prior agreements, representations, and understandings. 17.2 Severability If any provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the remaining provisions shall continue in full force and effect. 17.3 Waiver Any failure by TCGSold to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. 17.4 Assignment You may not assign, transfer, or sub-licence any of your rights or obligations under these Terms without TCGSold's prior written consent. TCGSold may assign its rights and obligations under these Terms at any time without your consent, including in connection with a merger, acquisition, or sale of assets. 17.5 Third-Party Rights These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 that any third party may enforce. 17.6 Force Majeure TCGSold will not be in breach of these Terms or liable for delay in performing or failure to perform any of its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control. 18. CONTACT INFORMATION If you have any questions about these Terms or wish to contact us for any purpose, please contact us at: Email: [email protected] Post: Roninimity Ltd, 71-75 Shelton Street, London, WC2H 9JQ Website: www.tcgsold.com We aim to respond to all enquiries within 5 business days.