Terms and Conditions of Use for Sellers
PLEASE READ AND ACCEPT OUR MARKETPLACE TERMS AND CONDITIONS TO PROCEED:
1.1 These terms and conditions shall govern your use of our website.
1.2 By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.
1.3 You must be at least 18 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.
1.5 These terms and conditions do not affect your statutory rights.
1.6 For the avoidance of doubt “website” in these terms and conditions also refers to and includes our other media platforms as the context allows.
2. Copyright notice
2.1 Subject to the express provisions of these terms and conditions:
(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.
3. Licence to use website
3.1 You may:
(a) view pages from our website in a web browser;
(b) download pages from our website for caching in a web browser;
(c) print pages from our website;
subject to the other provisions of these terms and conditions.
3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.
3.3 You may only use our website for your business purposes, and you must not use our website for any other purposes.
3.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.
3.5 Unless you own or control the relevant rights in the material, you must not:
(a) republish material from our website (including republication on another website);
(b) sell, rent or sub-license material from our website;
(c) show any material from our website in public;
(d) exploit material from our website for a commercial purpose; or
(e) redistribute material from our website.
3.6 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
4. Acceptable use
4.1 You must not:
(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;
(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
(e) access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
(f) violate the directives set out in the robots.txt file for our website; or
(g) use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
4.2 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.
5. Use on behalf of organisation
5.1 If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
(a) yourself; and
(b) the person, company or other legal entity that operates that business or organisational project,
to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.
6. Seller registration and accounts
6.1 This Section 6 applies to sellers and prospective sellers.
6.2 To be eligible for a business account on our website under this Section 6, you must be operating a business and:
(a) if you are a sole trader, you must be at least 18 years of age and resident in England and Wales;
(b) if you are a partnership, you must be established under the laws of England and Wales; and
(c) if you are a limited company or other limited liability entity, you must be incorporated in England and Wales.
6.3 You may register for a seller account with our website by completing and submitting the account registration form on our website.
7. Account details
7.1 In accordance with Section 4.2 you are responsible for the information and instructions you provide to create your account.
7.2 Your user ID must not be liable to mislead and you must not use your account or user ID for or in connection with the impersonation of any person.
7.3 You must keep your password confidential.
7.4 You must notify us in writing immediately if you become aware of any disclosure of your password.
7.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
8. Cancellation and suspension of account
8.1 We may:
(a) suspend your account; and/or
(b) cancel your account;
at any time in our sole discretion without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.
8.2 You may cancel your account on our website by notifying us by email using email@example.com and referring to the dashboard of your seller account. You will not be entitled to any refund if you cancel your account in accordance with this Section 8.2.
9. Seller account
9.1 If you register with our website as a seller, you will be able to create your own account on the website and manage your profile, products and fulfillment.
9.2 Seller accounts that are submitted will be individually reviewed.
9.3 Without prejudice to our other rights under these terms and conditions, we reserve the right to reject, unpublish and/or delete any seller account that breaches these terms and conditions or that does not meet any additional guidelines for seller accounts published on our website.
9.4 If we permit the publication of a seller account, it will remain published on our website for the relevant period and rates set out on our website from time to time, subject to these terms and conditions.
10. Seller product listings
10.1 If you register with our website as a seller and create an account on the website, you will be able to submit product listings to the website.
10.2 To create a product listing on our website, you should follow the instructions on your accounts dashboard.
10.3 Product listings that are submitted will be automatically processed.
10.4 Without prejudice to our other rights under these terms and conditions, we reserve the right to reject, unpublish and/or delete any product listings that breach these terms and conditions or that do not meet any additional guidelines for product listings published on our website; and if we reject, unpublish or delete a product listing for any of these reasons, we will not refund any fees you may have paid to us in respect of the product listing.
10.5 If we permit the publication of a product listing, it will remain published on our website for the relevant period set out on our website from time to time, subject to these terms and conditions.
10.6 Product listings submitted to our website must be true, fair, complete and accurate in all respects.
10.7 Product listings submitted to our website must constitute bona fide product listings relating and applicable to our website.
10.8 You must keep your product listings up to date using our website interface; in particular, you must remove any listings in respect of products that have ceased to be available.
10.9 You must ensure that all prices specified in or in relation to a listing are in pounds Sterling only.
11. Product rules
11.1 You must not use our website to advertise, buy, sell or supply services, intangible products or downloadable products.
11.2 You must not advertise, buy, sell or supply through our website any product that:
(a) breaches any law, regulations or code, or infringes any person's intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;
(b) consists of or contains material that would, if published on our website by you, contravene the provisions of Section 4; or
(c) consists of or contains material that is inappropriate, uncivil, distasteful, derogatory, does not accord with generally accepted standards of etiquette and behavior on the internet and is undesirable in the context of the website;
(d) is or relates to: drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent or sexually explicit materials; knives, swords, firearms or other weapons; ammunition for any weapon; items that encourage or facilitate criminal acts or civil wrongs; or items that encourage or facilitate the infringement of any intellectual property right.
11.3 You must not use our website to link to any website or web page consisting of or containing material that would, were it posted on our website, breach the provisions of these terms and conditions.
11.4 You must not submit to our website any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
12. Buying and Selling
12.1 Sellers will identify themselves to buyers on the product listing as “Sold by xx” or similar.
12.2 The seller agrees that a contract for the sale and purchase of a product or products will come into force between the buyer and seller, and accordingly that the buyer and seller commit to buying or selling the relevant product or products.
(a) we will process the buyer’s payment on behalf of the seller (which the seller hereby authorises);
(b) once we have payment we will send the buyer’s order to the seller;
(c) if the seller is unable to meet the buyer’s order for any reason and the buyer and seller cannot agree a mutually satisfactory alternative, the seller will inform us and we will make a full refund to the buyer using the same method used to make the payment, unless the buyer has expressly agreed otherwise. In any case, the buyer will not incur any fees as a result of the refund; and
(d) the seller agrees that a binding contract for the sale and purchase of a product or products will come into force between the buyer and seller once the seller has confirmed the buyer’s order.
13. Terms and conditions of sale
13.1 Sellers must use the website interface to create legal notices applying to their relationships with customers.
13.2 A seller must ensure that:
(a) the seller's legal notices are sufficient to meet the seller's legal disclosure obligations and other legal obligations; and
(b) the seller complies with all laws applicable to their product listings and sales, including where applicable the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Electronic Commerce (EC Directive) Regulations 2002.
13.3 Except to the extent that a buyer and seller expressly agree otherwise (but subject to the mandatory requirements of applicable law), the following provisions will be incorporated into the contract of sale and purchase between the buyer and the seller:
(a) the price for a product will be as stated in the relevant product listing;
(b) delivery charges, packaging charges, handling charges, administrative charges, insurance costs, other ancillary costs and charges, and VAT and other taxes will only be payable by the buyer if this is expressly and clearly stated in the product listing;
(c) deliveries of products must be made within 30 days following the date the contract of sale comes into force or such shorter period as the buyer and seller may agree;
(d) appropriate means of delivery of products must be used by the seller; and
(e) products must be of satisfactory quality, and must be fit for any purpose specified in, and conform in all material respects to, the product listing and any other description of the products supplied or made available by the seller to the buyer.
13.4 If the seller is a trader and the buyer is a consumer, the provisions of The Consumer Contracts Regulations 2013 shall be incorporated into the contract of sale and purchase between a buyer and a seller.
13.5 The buyer has the right of recourse to the seller.
13.6 Sellers undertake to comply with the agreed terms and conditions of sale and purchase.
14. Marketplace fees
14.1 Sellers must pay to us the following amounts:
(a) fees in respect of a seller account;
(b) fees in respect of a seller product listing;
(c) commission in respect of each sale made through our website; and
(d) processing fees.
14.2 In respect of fees payable to us by sellers:
(a) the fees will be as specified on our website from time to time;
(b) fees in respect of a seller account are payable immediately; and
(c) fees for a product listing are due at the time the product is listed on the website and are non-refundable. The aggregate of product listing fees will be deducted monthly from amounts held or processed by us on behalf of the seller or taken from the seller’s nominated method of payment including our processing fees.
14.3 In respect of commission payable to us by sellers:
(a) commission shall be payable on aggregate sales value (including value added taxes, sales taxes and delivery charges) at the rate or rates specified on our website from time to time;
(b) we shall deduct commission due from amounts held or processed by us on behalf of the seller; and
(c) commission payments and processing payments are non-refundable, irrespective of whether a buyer subsequently cancels the underlying order and irrespective of whether a buyer is entitled to, or receives, a refund in respect of such an order.
14.4 All amounts stated in these terms and conditions or on our website are stated inclusive of any VAT.
14.5 We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.
14.6 We may vary commission rates from time to time by posting new rates on our website, but this will not affect any liability to pay commission that accrues before the new rates are posted.
14.7 If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
14.8 If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.
14.9 We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
15. Our role
15.1 You acknowledge that:
(a) we do not confirm the identity of website users, check their credit worthiness or bona fides, or otherwise vet them;
(b) we do not check, audit or monitor the information contained in listings;
(c) we are not party to any contract for the sale or purchase of products advertised on the website;
(d) we are not involved in any transaction between a buyer and a seller in any way, save that we facilitate a marketplace for buyers and sellers and process payments on behalf of sellers;
(e) we are not the agents for any buyer or seller,
and accordingly we will not be liable to any person in relation to the offer for sale or sale or purchase of any products advertised on our website; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products and we will have no obligation to mediate between the parties to any such contract.
15.2 The provisions of this Section 15 are subject to Section 18.1.
16. Report abuse
16.1 If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know.
16.2 You can let us know about any such material or activity by email using firstname.lastname@example.org
17. Limited warranties
17.1 We do not warrant or represent:
(a) the completeness or accuracy of the information published on our website;
(b) that the material on the website is up to date; or
(c) that the website or any service on the website will remain available.
17.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.
17.3 To the maximum extent permitted by applicable law and subject to Section 18.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.
18. Limitations and exclusions of liability
18.1 Nothing in these terms and conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law
18.2 The limitations and exclusions of liability set out in this Section 18 and elsewhere in these terms and conditions:
(a) are subject to Section 18.1; and
(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
18.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.
18.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
18.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
18.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.
18.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.
18.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
18.9 Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the price quoted on the website for the services in question.
18.10 You acknowledge that your use of the website, its contents products and services is at your own risk. 18.11 You acknowledge you must bear the risk associated with the use of the Internet and we cannot guarantee or be responsible for the security or privacy of the website and any information provided by you.
19.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions.
20. Breaches of these terms and conditions
20.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
(a) send you one or more formal warnings;
(b) temporarily suspend your access to our website;
(c) permanently prohibit you from accessing our website;
(d) block computers using your IP address from accessing our website;
(e) contact any or all of your internet service providers and request that they block your access to our website;
(f) commence legal action against you, whether for breach of contract or otherwise; and/or
(g) suspend or delete your account on our website.
20.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
21. Trade marks
21.1 Our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
21.2 The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
22.1 We may revise these terms and conditions from time to time.
22.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
23.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
23.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
24.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
24.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
24.3 Failure by us to enforce any of these terms and conditions will not affect our right to enforce the rest of this agreement.
25. Third party rights
25.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
25.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.
26. Entire agreement
26.1 Subject to Section 18.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.
27. Law and jurisdiction
27.1 These terms and conditions shall be governed by and construed in accordance with English law.
27.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
28. Statutory and regulatory disclosures
28.1 We will specify on the website or elsewhere in these terms and conditions the different technical steps you must follow to conclude a contract under these terms and conditions, and also the technical means for identifying and correcting input errors prior to the placing of your order.
28.2 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
28.3 These terms and conditions are available in the English language only.
29. Our details
29.1 This website is owned and operated by Love and Grace Ltd.
29.2 We are registered in England and Wales under registration number 11416031, and our registered office is at 1, Huntleys Park, Tunbridge Wells, Kent TN4 9TD.
29.3 You can contact us by email, using email@example.com or as published on our website from time to time.
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