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Terms

Terms of Service for Brands.

Version 1.1 · [DATE] · Medium Rare Trading LLC

Draft for legal review. Square brackets mark open commercial decisions. Not legal advice.


Before you start

Showroom puts your brand in front of specialist watch retailers who have told us what they are looking for. You subscribe, we match you, and where a retailer wants to meet you we make the introduction ourselves.

Five things worth knowing before you read the rest:


1. Who we are and what these terms cover

1.1 Showroom is operated by Medium Rare Trading LLC, registered in Dubai, United Arab Emirates (commercial registration 1415394, VAT registration 104706154200003), at Office No. 358, Obaid Musabeh Mohammed Al Mansoori Building, Hor Al Anz, Deira, Dubai. "We", "us", "our" and "Medium Rare" mean that company.

1.2 "You" means the business holding the account — the brand, or the agent, distributor or group that has listed it. If you accept these terms you confirm you are authorised to bind that business.

1.3 Retailers, distributors, agents and marketplace sellers on the buying side hold accounts under separate terms.

1.4 By creating an account you agree to these terms and to the Privacy Notice, which forms part of them.


2. What Showroom is, and what it is not

2.1 Showroom is an introduction and discovery platform. We hold profiles of brands and of retail businesses, match them against criteria each side sets, and make introductions.

2.2 Showroom is not a party to any transaction between you and a retailer. When we introduce you to a retailer, we are not the seller, reseller, agent, broker or commission agent in that trade. We hold no stock in it, we take no title, and we are not in the payment chain.

2.3 Every sale, contract, delivery, payment, warranty and dispute arising from an introduction is between you and the retailer directly. We are not responsible for any of it.

2.4 The one exception is where Medium Rare itself is your counterparty — where we buy from you or distribute for you. That is dealt with in clause 3, and it is never done through the back door of an introduction.

2.5 We may change, add to or withdraw features at any time.


3. When Medium Rare trades on its own account

3.1 We run a distribution business alongside Showroom. We may buy watches from brands at wholesale, or act as an appointed distributor or agent for a brand, and sell into retailers. Today that business is focused on the [GCC]. Nothing in these terms stops us doing that, and nothing in them obliges you to deal with us in that capacity.

3.2 Separate agreement, separate terms. If we buy from you, distribute for you, or supply a retailer with your goods, we do so under a separate written agreement between you and us. These terms govern Showroom only. That agreement governs the trade. If the two conflict on anything to do with the trade, that agreement wins.

3.3 We always say which hat we are wearing. An approach from us in a trading capacity will say so in plain words. It will never be dressed up as an introduction to a third party, and an introduction will never be used as cover for an approach on our own behalf.

3.4 Your platform data is not our trading advantage. Our distribution business:

3.5 No matching advantage. A brand we distribute, or goods we hold, are matched, ranked and searched on exactly the same criteria as any other member's. They never displace a materially better match, and where they appear in a retailer's list our interest is labelled.

3.6 Our trading arm is a member like any other. Where our distribution business appears on the platform — as a distributor of brands, or as a buyer — it holds a Showroom account on the buying-side terms, is subject to the same verification, the same ratings and the same rules of conduct, and receives no data or access that any other member with that account type would not receive.

3.7 Liability for a trade sits with the trade. Where we are your counterparty, the exclusions in clause 18.3 (dealings with a retailer) do not apply to that trade. Our liability for it is governed by the agreement in clause 3.2.

3.8 Declining to deal with us in a trading capacity never affects your subscription, your matches, your ranking or your introductions.


4. Eligibility

4.1 To hold a brand account you must own the brand, or hold documented authority to represent it into retail.

4.2 If you list a brand you do not own, we may ask to see that authority before the listing goes live, and may remove it if you cannot produce it.

4.3 Showroom is not open to consumers.


5. Your account and the information you give us

5.1 You must give accurate information and keep it current. Matching quality depends on it.

5.2 You are responsible for activity on your account and for keeping credentials secure.

5.3 Where you hold a group account covering several brands, each brand is listed and matched separately, and these terms apply to each.

5.4 You confirm that any third-party contact details you give us are given lawfully and that those people have been told their details will be shared with retailers you are introduced to.


6. Verification

6.1 Nothing is mandatory to open an account. Documents you supply raise your verification strength, shown to retailers as Strong, Medium, Weak or Unverified.

6.2 That rating reflects the evidence we hold. It is not a statement about your solvency, product quality, conduct or suitability, and no retailer should treat it as one.

6.3 Retailers see the rating only, never the underlying documents.

6.4 We may re-check, downgrade or withdraw a rating at any time.


7. Subscription, fees and renewal

7.1 Current plans:

Term Price Equivalent
1 month [$200] $200 / month
3 months [$549] $183 / month
6 months [$1,049] $175 / month
12 months [$1,999] $167 / month

7.2 Every plan includes [five] retailer contacts per month, unlocked and introduced. Longer terms change the price, not the entitlement.

7.3 Unused contacts do not roll over.

7.4 Fees are in [US dollars], payable in advance, and are [exclusive] of any applicable VAT or withholding tax, which is your responsibility.

7.5 Plans renew automatically at the end of the term at the then-current price unless cancelled before the renewal date. We will give at least [30] days' notice of a price change affecting your renewal.

7.6 Refunds. Fees are non-refundable except where required by law, or where we withdraw the service. If we close your account under clause 15.2 for your breach, no refund is due. If we close it for any other reason, we refund the unused portion pro rata.

7.7 Non-payment may result in suspension.

7.8 [ Decision: is there a free trial or a first-month introductory rate? Currently none. ]


8. What a subscription gets you — and what it does not

8.1 A subscription gives you your match list with retailer names unlocked, the model search, your profile and line sheet, and [five] introductions a month.

8.2 It does not guarantee, and we do not warrant:

8.3 Match counts, fit scores and rankings reflect the criteria and data both sides entered. They are not a prediction of commercial success and not a recommendation.

8.4 Retailer verification strength and ratings are shown to help you judge. You remain responsible for your own checks before supplying anyone on credit.


9. Your assortment data

9.1 The assortment workbook is the reference-level record of what you sell: specifications, dimensions, calibres, imagery, wholesale pricing and RRP.

9.2 You warrant that:

9.3 We may validate, normalise or reject data that does not match the controlled vocabulary — for instance mapping a free-text entry onto the master list — so that search works. We will not change your commercial figures.

9.4 We may show your assortment data to verified retailers through matching, the model search and your line sheet. Retailers are bound by confidentiality under their terms.

9.5 We may withhold from search any reference that is materially incomplete.

9.6 Product liability, safety, labelling, compliance and after-sales service are yours, not ours. This includes warranty, spare parts and any recall.


10. Data — what we collect and what we do with it

This is the clause that governs the market statistics we publish. It is written to be read.

10.1 What you give us

Your brand profile, your retailer criteria, your commercial terms, your assortment data, verification documents, contact details, and the record of your activity — matches viewed, favourites, introductions requested, ratings, and any order information you or a retailer records.

10.2 Running the platform

We use all of that to operate Showroom for you: matching, ranking, making introductions, showing your profile and assortment to matched retailers, rendering your line sheet, keeping the introduction record, support, and fraud prevention. This is what you subscribed for.

10.3 Aggregated market data

You grant us a perpetual, worldwide, royalty-free licence to use platform data — including the commercial data described in 10.1 — to produce aggregated and anonymised statistics, analysis, benchmarks, indices and reports.

We may publish these, share them with members, and license them commercially.

Examples: median RRP by category; the share of the platform's references using a given movement origin; how markup offered distributes across a price band; which attributes retailers are searching for and not finding.

10.4 The limits — what we will never do

These limits are part of the agreement, not a statement of intent:

10.5 Your own benchmark reports

We may give you reports comparing your performance against aggregated peer data — for example where your markup sits against the median for your price band. Those reports are for you. Peer figures in them follow the same five-business minimum.

10.6 Personal data

Handled as set out in the Privacy Notice, which explains what we hold, why, how long for, who processes it, and what rights you have. Where GDPR or UK GDPR applies, those rights include access, correction, erasure, objection and portability.

10.7 Confidential by default

Nothing in 10.3 permits us to disclose anything you have marked confidential, or anything that would identify a specific commercial arrangement between you and a retailer.


11. Introductions

11.1 You may request an introduction to any retailer in your match list, up to your monthly entitlement.

11.2 We make introductions personally and at our discretion. We may decline or delay one — for example where the retailer has asked not to be approached, is not currently buying, or where your verification is incomplete.

11.3 Once made, the relationship is yours. We may ask both sides for progress updates and may send reminders where an introduction has gone quiet.

11.4 Retailer identities are masked before introduction. You agree not to use masked listing information to identify a retailer and approach it outside Showroom. Retailers are under the equivalent obligation towards you under their terms, and so is our own distribution business under clause 3.4.

11.5 If you do, and a trading relationship results within [12] months, you agree to pay us [the then-current price of one introduction] as a genuine pre-estimate of our loss. This does not apply to retailers you already knew of, already supplied, had already approached, or came across independently.


12. Ratings

12.1 Once an introduction reaches a completed order, both sides may rate each other out of five.

12.2 Ratings are blind — neither side sees the other's score until both have submitted or fourteen days have passed. Once released, a rating cannot be amended.

12.3 Your aggregate score is hidden until at least three ratings exist.

12.4 Ratings must be honest, based on your own dealings, and must not be traded, incentivised or coordinated.

12.5 The private note accompanying a rating comes to Medium Rare alone and is never published.

12.6 We may remove a rating that is abusive, unlawful, obviously false, or not based on a real transaction. We do not monitor ratings and do not endorse them.

12.7 Where our own distribution business trades with you through the platform, it can be rated and can rate you on exactly the same footing (clause 3.6). Ratings of it are moderated by the same rules and are not removed because they are unflattering.


13. Promoted placement

13.1 We may offer paid promoted placement — a highlighted position in a matching retailer's list, or a banner slot.

13.2 Promoted placement is always labelled as promoted, is only ever shown to retailers you genuinely match, and never displaces a materially better match.

13.3 Placement is sold by slot for a period, not by impression, and we do not guarantee impressions, clicks, enquiries or orders.

13.4 Creative you supply must be accurate, lawful, and yours to use. We may reject or withdraw it.

13.5 Placement fees are separate from subscription fees and are non-refundable once a campaign has started.

13.6 Where a placement promotes a brand we distribute or goods we hold, it is labelled as ours and bought on the same rate card as anyone else's.


14. Using the platform properly

14.1 You agree not to:

14.2 Retailer profile data is made available to help you judge fit. It stays confidential under clause 16.


15. Suspension and termination

15.1 You may cancel at any time, effective at the end of the paid term. Access continues to the end of that term.

15.2 We may suspend or close an account, with notice where reasonably practicable, if you breach these terms, if information you have given is materially inaccurate, if you cannot evidence authority to list a brand, on non-payment, or if your use harms other members or the platform.

15.3 On termination your profile and assortment stop being visible and access ends. Introduction records, ratings and aggregate data produced before termination survive. The licence in 10.3 continues in respect of aggregate outputs already produced or derived.

15.4 You may ask us to delete your assortment data. We will, subject to what we must keep for legal, accounting or dispute purposes, and subject to 15.3.

15.5 Termination of your Showroom account does not, by itself, terminate any trading agreement under clause 3.2, and vice versa.


16. Confidentiality

16.1 Each side will keep the other's confidential information confidential and use it only for the purposes of these terms.

16.2 This does not cover information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law.

16.3 For the avoidance of doubt, "the purposes of these terms" does not include our own distribution business. Confidential information you give us as a Showroom member is not used for that business except as clause 3.4 permits.

16.4 Clause 16 survives termination for [3] years.


17. Intellectual property

17.1 Showroom, its software, design, structure and content are ours or our licensors'. Nothing here transfers any of it to you.

17.2 Your brand, products, imagery and assortment data stay yours. You grant us the licence in clause 10 and a licence to host, display and process them to run the service.

17.3 You confirm you hold the rights to everything you upload and that it infringes nobody's rights.

17.4 You permit us to use your brand name and logo to identify you as a Showroom member, on the platform and in materials promoting it. You may withdraw that permission in writing. This does not permit us to present ourselves as your distributor or stockist unless a clause 3.2 agreement says so.


18. Liability

18.1 Nothing here limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited.

18.2 Showroom is provided "as is". We do not warrant that matches will be suitable, that retailers will respond or perform, that data supplied by retailers is accurate, or that the service will be uninterrupted.

18.3 We are not liable for anything arising out of your dealings with a retailer you were introduced to through Showroom — including non-payment, returns, disputes, defective handling of your goods, damage to your brand, or any loss arising from a transaction. This does not apply where we are the counterparty (clause 3.7).

18.4 We are not liable for indirect or consequential loss, loss of profit, loss of business, loss of goodwill, or loss of anticipated savings.

18.5 Our total liability under these terms in any twelve-month period is limited to the fees you paid us under them in the twelve months before the claim. Liability under a trading agreement is governed by that agreement.


19. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from your breach of these terms, from your products (including safety, compliance and intellectual property claims), from content you upload, or from your dealings with a retailer you were introduced to through Showroom.


20. Changes

20.1 We may change these terms. Material changes will be notified by email or on next login, at least [30] days before they take effect. Changes do not affect the price of a term you have already paid for.

20.2 Continuing to use Showroom after that date means you accept the new version.

20.3 Every version is dated and numbered, and we keep superseded versions.


21. General

21.1 Governing law: the laws of [the United Arab Emirates / the Dubai International Financial Centre].

21.2 Jurisdiction: the [DIFC Courts / Dubai Courts] have exclusive jurisdiction. [ Decision — see the recommendation note. ]

21.3 No partnership, joint venture, agency or employment is created by these terms. In particular, being a Showroom member does not make us your agent or distributor and gives us no authority to bind you. Only a separate agreement under clause 3.2 can do that.

21.4 You may not assign these terms. We may assign them on a sale or reorganisation of our business.

21.5 If a clause is unenforceable, the rest stands.

21.6 These terms and the Privacy Notice are the entire agreement between us in respect of Showroom. They do not form part of, and are not varied by, any trading agreement under clause 3.2.

21.7 Questions: joseph@anunatrading.com


Medium Rare Trading LLC · Hor Al Anz, Deira, Dubai, UAE · CR 1415394 · VAT 104706154200003