Seller Terms

MAY 2026

1.  WHO WE ARE AND HOW TO CONTACT US

1.1  We are Handcrafted Heritage Ltd trading as Handcrafted Heritage, a limited company (registration number 17069172). Our registered office address is Brook House, Moss Grove, Kingswinford, West Midlands, England, DY6 9HS.

1.2  Any reference to ‘we’, ‘us’ or ‘our’ in these terms and conditions (Terms) is to Handcrafted Heritage Ltd.

2.  WHEN THESE TERMS APPLY

2.1  We make available to you www.handcraftedheritage.co.uk (the “Website”) for the purpose of listing, selling and / or promoting your handcrafted goods (or services) online (our “Service”).

2.2  These Terms and any documents referred to herein together form a legally binding agreement between you and us (the “Agreement”), applicable when you make use our Service.

2.3  Any reference to ‘you’, ‘your’ or ‘Seller’ in these Terms shall include your employees, agents or representatives.

2.4  Please read the Agreement carefully before confirming your acceptance to them. You must agree to these Terms before you are permitted to:

2.4.1  create an account that allows you to sell products or services on the Website (Seller Account); and

2.4.2  list, sell and promote your goods (or services) on the Website.

2.5  The Agreement shall apply and remain in force until terminated by you or us, in accordance with the provisions set out below.

3.  SELLER ACCOUNT

Eligibility

3.1  To use our Services, you must register for a Seller Account. Registration will require you to provide us with your full name, your business address, your primary email address, your valid telephone number and any other information requested on the registration form (Account Information).

3.2  Our primary aim is to support and promote individuals and businesses across Great Britain who create goods using traditional handcrafting methods. To fulfil this objective, you may only register for and use a Seller Account if:

3.2.1  your business is incorporated or established (for the avoidance of doubt, this includes sole traders) and trading in Great Britain (England, Wales or Scotland but not Northern Ireland);

3.2.2  you will only list, promote and sell, on the Website, heritage craft products handmade by you or your business within Great Britain (England, Wales or Scotland but not Northern Ireland) and will only sell to customers within Great Britain (England, Wales or Scotland but not Northern Ireland);

3.2.3  you will not list, sell or promote mass-produced goods on the Website; and

3.2.4  you will promptly notify us of any changes to your compliance with clause 3.2.1 – 3.2.3,

(together, the “Seller Requirements”).

3.3  By registering for a Seller Account, you warrant and represent that:

3.3.1  you are compliant with the Seller Requirements;

3.3.2  you are at least 18 years of age; and

3.3.3  your Account Information is and will remain true and accurate.

3.4  We retain the absolute right to refuse registration of any account for any reason.

3.5  We may at our sole discretion, at any time, require you to promptly provide us with evidence (to our reasonable satisfaction) of your continuing compliance with these Terms, including but not limited to the Seller Requirements. We retain the absolute right to refuse registration of any account, to suspend your account and/or to suspend or restrict individual listings if we have reason to believe that you are not in compliance with the Seller Requirements or these Terms and/or if you fail to supply any evidence required in accordance with the foregoing to our reasonable satisfaction, and to immediately end the Agreement without liability if you are deemed in breach.

3.6  You shall indemnify us and keep us indemnified against all losses (whether direct or indirect) which arise from or are incurred because of any non-compliance by you with the Seller Requirements. Any liability cap set out elsewhere in these Terms shall not apply to this clause, and this clause shall survive termination.

Payment Gateway

3.7  Stripe Connect is a third-party payment gateway, embedded into your Seller Account. Upon registration of your Seller Account, you must create and connect your Stripe Connect account.

3.8  By creating a Stripe Connect account, you agree to be bound by the Stripe Terms of Service (Stripe Terms) as amended from time to time.

Security

3.9  You agree to use all reasonable security practices to prevent unauthorised access or damage to your Seller Account or our Website. These practices include but are not limited to:

3.9.1  making sure any devices that you use to access your Seller Account have up to date anti-virus protection;

3.9.2  ensuring that your log-in details and passwords for your Seller Account (Account Credentials):

(a)  are only used by your employees and subcontractors, who in each case are required to comply with these Terms;

(b)  are not shared between users; and

(c)  are changed no less frequently than every 180 days;

3.9.3  informing us immediately if you think that your Account Credentials are being or may be used in an unauthorised way or that the security of your Seller Account has been compromised in any other way; and

3.9.4  implementing any additional security measures as required by us from time to time.

3.10  We shall not be liable for any losses attribute to a breach of your Account Credentials, arising through a failure to implement and maintain all reasonable security practices.

3.11  Except where permitted by any applicable law, you must not:

3.11.1  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our Website in any form or media or by any means;

3.11.2  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part our Website;

3.11.3  access all or any part of our Website to build a product or service which competes with our Service;

3.11.4  use our Website to provide services to third parties or allow or assist third parties to access our Website; or

3.11.5  create multiple Seller Accounts.

3.12  You represent and warrant that you will:

3.12.1  only create listings for products which are not prohibited products (as set out in our Prohibited Products Schedule);

3.12.2  only list products which comply with all applicable legislation and regulations affecting their manufacture, sale, packaging and labelling and which do not infringe third party trade marks or other intellectual property rights;

3.12.3  only list products which are safe. You cannot list products that are unsafe, that we reasonably believe to be unsafe or that have been or become the subject of a product safety alert or recall. We may require product safety documentation before permitting you to list certain products. For information on your product safety obligations, see https://www.gov.uk/guidance/product-safety-advice-for-businesses;

3.12.4  only list products which are already in Great Britain (England, Wales or Scotland but not Northern Ireland) at the time of their sale to customers. You are not permitted to list products which will be imported into Great Britain on or after their sale to customers, as this has VAT and customs implications for both you and us;

3.12.5  include in your listings, or where appropriate your seller profile, all the information about you, your products and your policies (including those relating to returns, refunds, and complaints) as is necessary to comply with consumer protection law, as well as any relevant safety information about your products. Our customer interface will prompt you to provide this information, but you are responsible for ensuring compliance with all applicable legislation. For more on these information requirements, please see the Trading Standards’ advice on online selling at www.businesscompanion.info; and

3.12.6  always comply with all applicable legislation relating to your use of the Services and our Website.

3.13  You must ensure that your seller profile and your products listings:

3.13.1  comply with our listing standards, which bans things such as obscenity and defamation;

3.13.2  only feature high quality images and descriptions, for which you have all necessary intellectual property rights and consents to use on the Website and to license to us as set out below;

3.13.3  are clear, comprehensible and in the English language;

3.13.4  display accurate information about your products and realistic information about your fulfilment of a prospective order;

3.13.5  display accurate prices for your products and that any additional fees or costs that may be chargeable (such as delivery charges) are clearly set out;

3.13.6  display your valid VAT registration number;

3.13.7  do not include anything which would encourage or allow customers to contact you other than through the Website, such as email or social media contact details, website addresses or other links. We reserve the right to remove such information; and

3.13.8  do not use any search engine optimisation techniques which breach search engines’ guidelines or involve deception, including but not limited to keyword stuffing.

3.14  You may only list products that bear another company’s authorised brand or logo on the Website, or which embody other third party intellectual property rights, if those products were made in Great Britain, with the consent of all relevant third party intellectual property rights-holders.

4.  COMMUNICATION

4.1  We’ll generally use your Seller Account to contact you and to keep you informed about our Services, such as changes to these Terms and our policies. We may also contact you via telephone, email or other methods.

4.2  You may contact us by emailing us at: info@handcraftedheritage.co.uk

4.3  The method by which you communicate with customers who have ordered with you, or enquired about your products through the Website is at your discretion. We ask that you retain a full record of all communications in relation to any transaction; in case there are any disputes.

4.4  If a customer contacts you about your products through our Website you must not ask or encourage the customer to buy those products (or repeat orders for those or similar products) either directly from you or from another source.

5.  Pricing your products

5.1  You are responsible for setting the price of your products, and you can change the price for your products at any time. Please allow a reasonable time for revised prices to be displayed on the Website. Customers will be charged the price shown on the Website at the time they submit their order.

5.2  Each listing must state a total price for each product which includes the following:

5.2.1  VAT and any other applicable taxes;

5.2.2  delivery charges, which must also be shown separately;

5.2.3  all other non-optional charges including but not limited to packaging, insurance and transaction fees.

5.3  You must also ensure that any product listing or other pages which indicate the price of your products give the total price inclusive of the elements listed above. If you cannot give the total, inclusive price for a product on one of these pages, for example because this will depend on how much the customer purchases or the delivery address, you must provide enough information to enable the customer to calculate the total price and ensure this information is as prominent as the rest of the pricing information.

6.  HOW WE RANK SUPPLIER LISTINGS; MARKETING AND WEBSITE AVILABILITY

6.1  Throughout the site, listings will be displayed in the following ways:

6.1.1  At random, a randomised sorting method feature within the platform;

6.1.2  By date added for new listings;

6.1.3  Featured status where products can be manually set as “featured” and highlighted on certain page;

6.1.4  By relevance, especially on search results pages, listings will be sorted by relevance to the query or search term.

6.2  Customers may also sort listings by applying the following filters:

6.2.1  Price (ascending and descending);

6.2.2  Date added (latest); and

6.2.3  Popularity (based on product reviews and sales figures).

6.3  We may feature your products (and any images or descriptions of your products that you provide to us) on our social media channels (including but not limited to Instagram, Facebook, LinkedIn and YouTube) to promote the Website and your products.

6.4  We (or businesses we control) may also sell products on the Website. Our products shall be listed, ranked and promoted in accordance with these Terms.

6.5  We aim to make the Website available to you and to customers on a 24/7 basis. We reserve the right to take some or all of our Website offline as reasonably required for routine and emergency maintenance or repairs. Where possible, we’ll give you as much notice of such downtime as is reasonably possible. All communications using the internet may be affected by events outside our reasonable control.

7.  ORDERS, REFUNDS AND COMPLAINTS

What we do when a customer orders

7.1  When a customer places an order for your product from the Website we, acting as your agent in your name and on your behalf (for the limited and specific purposes below), will:

7.1.1  take payment for customer orders using the Stripe payment service;

7.1.2  send the customer an email in our standard format acknowledging their order; and

7.1.3  send you an email notifying you of the customer’s order, upon receipt of payment.

7.2  A contract between you and the customer for the order (Contract) shall not be formed until you confirm acceptance of the order through your Seller Account. If you reject the order, the customer shall automatically receive a full refund in accordance with the Stripe Terms.

7.3  A Contract will comprise of the email confirmation relating to the customer’s order, all information on the relevant product listing and any other information or policies provided to the customer by you. We shall not be a party to any Contract and will have no obligations thereunder.

Customer cancellations

7.4  Customers must contact you directly about their order. If a customer contacts us about an order, we will endeavour to support them in contacting you but shall be under no obligation to relay any information to you on their behalf.

7.5  When a customer contacts you to cancel an order, you must comply with the terms of your returns and refunds policy as set out on your seller page, any further commitments you have made in your product listing or other marketing or advertising and any applicable law.

How you must handle customer complaints

7.6  We’ll tell you if a customer complains to us about you or one of your products, including any complaints that products have not been delivered or that cancelled orders have not been refunded and we’ll provide you with all relevant details about the complaint.

7.7  You must deal with complaints we tell you about, and any complaints you receive directly from customers, in accordance with our Complaints Policy for Sellers and in a way that complies with consumer law and honours any additional commitments or guarantees you have made in your product listing or other marketing or advertising. Further details of your obligations under consumer law can be found at see the Trading Standards advice on online selling at www.businesscompanion.info

7.8  If requested by the customer, you will engage in independent mediation to resolve any dispute with them.

7.9  You must keep detailed records of how you have dealt with customer complaints and share them with us if requested.

How customer reviews are collected and displayed

7.10  Once an order is complete, the customer may leave a feedback review and / or star rating. This will be published on our Website without review or moderation.

7.11  We ask customers to ensure that their reviews are genuine, accurate and in accordance with our content guidelines, but we shall not be responsible for the content of any reviews published.

7.12  If you receive or see a review that is not genuine, accurate or breaches our content guidelines, you should email us without delay. We will make every effort to investigate (including requesting further evidence) and, if appropriate, we may remove the review. Please note, we cannot remove a review simply because you disagree with it.

Access to and use of data generated through use of Handcrafted Heritage

7.13  Your own use and your customers’ use of the Website will generate data (including personal data), about orders, customer queries, payments and other matters. Further information about how we process personal data is set out in our Privacy Policy. This also describes your data protection rights including rights to object to certain types of processing activity.

7.14  We may share data generated through your use of our Website with third parties, in accordance with and as set out in our Privacy Policy.

8.  OUR COMMISSION ON YOUR PRODUCT SALES

8.1  Customers will be charged in pounds sterling and we will account to you in pounds sterling.

8.2  Our commission is calculated as 1.4% of the total price paid by the customer for the product (including for packaging, personalisation and any optional extras but excluding VAT, delivery charges and Stripe Fees) (Commission).

8.3  We’ll remit to your Stripe Connect account the sums received by us from customers for your products less:

8.3.1  our Commission and any VAT applicable to it;

8.3.2  Stripe Fees (which shall be calculated in accordance with the Stripe Terms from time to time);

8.3.3  any sums that we reasonably decide to retain on account of any pending refunds; and

8.3.4  any sums owed to us in connection with any third-party claim which are unpaid at the time we pay you,

8.3.5  on day 5 after receipt into our account of the full and cleared funds, save that we shall not be deemed to be in default (and no interest shall be payable) where any delay in payment is caused by any error or defect of Stripe Connect.

8.4  You must account to HMRC for any VAT due on UK sales of your products on Handcrafted Heritage and fully comply with your tax obligations in connection with the use of our services and the offer and sale of your products on the Website including the collection, reporting, filing and payment of any and all applicable taxes (such as VAT, plastic packaging taxes and duties) and other governmental assessments.

8.5  Our commission is non-refundable to you under any circumstances.

Interest on late payments

8.6  If either of us fails to make a payment due to the other under these terms by the due date, then, without limiting the other party’s remedies, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

How customers are refunded

8.7  Refunds shall be processed in accordance with the Stripe Terms and / or your policy.

8.8  Funds will be withdrawn from your Stripe account if they have already been disbursed to cover the refund. If the funds have not been disbursed, the funds will be deducted from your pending balance.

Our and your rights of set-off

8.9  Without limiting our other rights and remedies, we shall be entitled to set-off any amounts that we owe to you under or in connection with the Agreement (whether actual or contingent, liquidated or not) against any amount due to us from you under or in connection with the Agreement.

8.10  Save as expressly provided in these terms, you and we shall each pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Orders from outside Great Britain

8.11  We only display information to customers in the English language, only accept payment in pounds sterling and only permit customers to enter delivery addresses in Great Britain (England, Wales and Scotland) and we make this clear to customers in our terms and conditions. Our Website also has a co.uk web address. Despite our taking these steps, customers from outside Great Britain may succeed in ordering your products from our Website. Customers from outside Great Britain may have rights under their local laws which apply as well as or instead of their rights under English, Welsh and Scottish law. It is your responsibility to promptly reject these orders, if you do not wish to fulfil them, in accordance with your Contract.

9.  USING EACH OTHER’S BRANDING AND OTHER INTELLECTUAL PROPERTY RIGHTS

Your use of our branding

9.1  You are permitted to publicise your listings on social media or through other mediums. In doing so you must not in any way suggest that you or your listings are endorsed, controlled or created by us and you must comply with any rules or guidelines that we make available from time to time in respect of any such activity.

9.2  You may share the urls for your listings and Seller pages and state that your products can be bought on our Website.

9.3  You must not use our stylised name or logos either on their own or in combination with another word or use the Handcrafted Heritage name in your social media profile name or photo.

9.4  You must not create content with the same look or feel as that of our Website or brand.

9.5  As soon as reasonably possible after the Agreement ends, you must remove any content that suggests you sell on our Website from any places you control and use your best efforts to remove such content from any places owned by any third parties.

Our use of your branding and other intellectual property rights

9.6  You grant us a perpetual, non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish any content, data or information (including trade marks, branding and images) you provide to us in connection with you and your products (your materials) for the purposes of listing and selling your products on our Website, through sales channels and affiliates described above and operating, improving and marketing our Website and brand in any media.

9.7  Clause 12 sets out what happens if someone claims that our use of your materials (as set out above) infringes their intellectual property or other rights.

9.8  As soon as reasonably possible after the Agreement ends, we will endeavour not to permit any new use of your materials. Historic use of your materials may remain visible on our website and / or advertising platforms, and we shall be under no obligation to remove these.

9.9  Except as stated above, we won’t acquire any rights to your materials and any goodwill generated by our use of your materials on our Website or through our marketing activities will accrue to you.

10.  SUSPENSION OF LISTINGS, ENDING THE AGREEMENT AND DISPUTES

When we’ll suspend your listings or end the Agreement

10.1  Without limiting our other rights and remedies, we can suspend or restrict any individual listing you make on our Website if we become aware, or have reason to believe, that what you have told us about your product or said about your product in the listing for it is not true or up to date or that the product or the listing doesn’t comply with these terms, including our policies or is otherwise unlawful. We can also display a warning to customers about any of these issues (or as required to comply with any regulator’s directions), on or near your listings or your customer facing seller profile.

10.2  We can end the Agreement and your rights to use our Website for any of the following reasons:

10.2.1  You have not complied with these terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated.

10.2.2  You have not paid one of our invoices by the due date.

10.2.3  You have become insolvent or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business or your financial position deteriorates to such an extent that we think your ability to fulfil your obligations under the Agreement (or any Contract) is at risk.

10.2.4  We reasonably consider that our continuing to provide services to you could expose us or our Website to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on our or our Website’s reputation or the other suppliers selling on our Website.

10.2.5  We decide to stop providing our Website or to stop selling your type of products on our Website.

10.2.6  We reasonably determine, or receive information or notice from HMRC, that you are not meeting your tax obligations.

10.3  We’ll give you at least 30 days’ notice that we are ending the Agreement unless:

10.3.1  our legal, tax or regulatory obligations require us to end the Agreement without such notice;

10.3.2  it’s imperative for us to end the Agreement either immediately or on shorter notice. For example, we may end the Agreement with immediate effect if you become insolvent or we discover that your products are unsafe or counterfeit or present a danger to minors or if we reasonably suspect you of fraud or of using our Website to spam other; or

10.3.3  you have repeatedly broken the Agreement.

10.4  If we’re suspending or restricting an individual listing or ending the Agreement, we’ll normally give you a written statement of the specific facts or circumstances which led to our decision and which of these terms we consider you have broken. If we’re acting in response to a notification from someone else, we’ll also share the contents of that notification with you to the extent that we are legally permitted to do so. However, we won’t give you such a statement if:

10.4.1  we’re subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons; or

10.4.2  we’re ending the Agreement because you have repeatedly broken it.

10.5  We’ll send our statement to you via email or another durable medium. Where we’re suspending or restricting an individual listing, we’ll send the statement before or at the time of the suspension or restriction. If we’re ending the Agreement, we’ll send the statement at the same time that we give notice that we are ending the Agreement.

10.6  If we restrict access to any content you generate or upload to or share on our service or suspend or ban you from using our service in a way that breaches the Agreement, you have a right to bring a claim against us for breach of contract.

How to complain if you’re not happy with our services including any decisions we have taken

10.7  If you want to complain about our services or the way we have treated you, including because you disagree with us restricting or suspending a listing for your products or ending the Agreement, please contact us using the details listed above.

10.8  You and we agree to try our best to resolve all complaints by following the steps set out in our Complaints Procedure. If we can’t resolve your complaint in this way, either of us can request mediation (see You or we can request mediation of disputes). In addition, we are both able to bring legal action at any time.

You or we can request mediation of disputes

10.9  Either you or we can request that any dispute between us be referred to one of our preferred independent mediators. Any such requests should be submitted to us using the contact details set out above. Both you and we must act in good faith when considering any requests for mediation and engaging in any mediation, but it shall be at our sole discretion to accept or reject participation. Where we accept participation, we will provide you with the details of one of our preferred independent mediators.

10.10  We may refuse mediation of a dispute which has previously been mediated if the mediator determined you weren’t acting in good faith in that mediation. We may also refuse mediation of any dispute connected to other disputes in which a mediator has repeatedly found in our favour.

10.11  We’ll each bear a reasonable proportion of the total costs of any mediation, taking into account all relevant elements of the dispute, as determined by the mediator.

How you can end the Agreement

10.12  You may stop using our Website at any time. This agreement will end when you have informed us in writing, that you no longer wish to use our Website and you have removed all of your product listings.

Your obligations after the Agreement ends

10.13  After the Agreement ends (for whatever reason) you must (unless we tell you otherwise):

10.13.1  immediately remove any listings for your products from our Website;

10.13.2  leave your customer facing seller profile (excluding listings for your products) live until 60 days after your fulfilment of the last order you received through the Website, to allow customers to contact you about orders previously submitted; and

10.13.3  continue to comply with these terms insofar as they relate to customer orders received through the Website before removal of your product listings. You need only comply with the version of these terms which applied when the Agreement ended.

Our obligations after the Agreement ends

10.14  After the Agreement ends (for whatever reason) we:

10.14.1  may remove all listings for your products from our Website, if you have not already done so, and reject any order received after the Agreement ends;

10.14.2  may remove your customer facing seller profile from our Website, if you have not already done so, except that we can keep it live until 60 days after your fulfilment of the last order you received through our Website, to allow customers to contact you about orders previously submitted;

10.14.3  will continue to comply with these terms insofar as they relate to customer orders received through our Website before removal of your product listings, including by paying sums due to you for such orders. We’ll comply with the version of these terms which applied when the Agreement ended; and

10.14.4  we will stop giving you access to data (including personal data) generated by your use of our Website and Services.

11.  LIMITATIONS ON LIABILITY

Meaning of liability in these terms

11.1  When we talk about liability in these terms we mean every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Liabilities neither you nor we limit or exclude

11.2  Nothing in these terms limits any liability (whether yours or ours) which can’t legally be limited, including but not limited to liability for:

11.2.1  death or personal injury caused by negligence, to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

11.2.2  fraud or fraudulent misrepresentation; or

11.2.3  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.3  The limitations and exclusions set out in the Agreement don’t apply in respect of:

11.3.1  any liability arising from your or our deliberate default;

11.3.2  your liabilities to us under clause 12; or

11.3.3  our and your payment obligations under the Agreement.

Types of loss you and we exclude liability for

11.4  Except in respect of liabilities that neither you nor we limit or exclude, we won’t be liable to you and you won’t be liable to us for:

11.4.1  Loss of profits;

11.4.2  Loss of sales or business;

11.4.3  Loss of agreements or contracts;

11.4.4  Loss of anticipated savings; or

11.4.5  Any indirect or consequential loss.

Caps on your and our liability to each other

11.5  Except in respect of liabilities neither you nor we limit or exclude (which are uncapped), our total aggregate liability to you shall not exceed 100% of the fees paid by you to us in the previous 12 month period.

11.6  You shall indemnify us and keep us indemnified for losses arising from your failure to comply with the data protection provisions set out in clause 15 (Data protection obligations).

11.7  Save as for set out in this Agreement, your liability to us for all other loss or damage shall be uncapped.

11.8  Payment of uncapped liabilities shall not reduce these caps.

Deadline for us to make claims against each other

11.9  Unless either of us notifies the other that they intend to make a claim in respect of an event within the notice period, the other shall have no liability for that event. The notice period for an event starts on the day on which the party claiming became, or ought reasonably to have become, aware of the event having occurred and expires 24 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.  CLAIMS AND ACTIONS AGAINST US IN CONNECTION WITH YOU OR YOUR PRODUCTS

Dealing with claims against us

12.1  If anyone, including (but not limited to) a customer, any regulator, HMRC, couriers or any third party rights holder, makes a claim or takes any kind of action against us in connection with:

12.1.1  Your products, their importation to the UK and their supply through our Website;

12.1.2  Content you have uploaded to or otherwise distributed through our systems, including but not limited to your seller profile, your product listings, your communications with customers, advertising, and any omissions or inaccuracies in such content;

12.1.3  Things we have or haven’t done in reliance on information you have provided (or omitted to provide) to us, including our exercise of rights you have granted to us;

12.1.4  Things you have or haven’t done including but not limited to any breach of these terms and our policies; or

12.1.5  Your processing of shared personal data (as defined in clause 15.2) otherwise than as permitted in clause 15 or any breach by you of any applicable data protection law,

(a “third party claim”), then you must, at our option and as we request, either help us defend or deal with the third party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.

Compensation for claims against us

12.2  You must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses (associated liabilities) we incur arising out of or in connection with any third party claim.

13.  PRODUCT RECALL AND PRODUCT LIABILITY INSURANCE

Your and our record-keeping obligations

13.1  You must maintain appropriate, up-to-date and accurate records to enable the immediate recall of any of any of your products from the market. These records shall include details of deliveries to customers (including delivery date, name and address of customer and telephone number and email address if available). You must also keep records of batch numbers, where appropriate.

Responsibility for product recall

13.2  You are liable to customers for the product recall of any of your products. We will provide you with information we hold about customers and your products sold to them as reasonably necessary to assist you with your product recall obligations.

13.3  If we ask you to, you must give us evidence that you have promptly complied with your product recall obligations. If you don’t do this within a reasonable time, we can do what we think appropriate to protect customers, including contacting customers to alert them to safety issues or recalling the product and refunding customers what they paid for it. You must cooperate with us in doing this and reimburse us all associated liabilities we incur in connection with any recall of your products. Clause 12 (Claims and actions against us in connection with you or your products) applies in relation to any third party claim that your products are unsafe.

We can notify customers and others about unsafe products

13.4  We may suspend or restrict listings for unsafe products and notify the customers and the public of what we have done and why, by whatever means we consider appropriate. We may also include safety warnings about products as part of your product listings. We may use information from customer complaints about your products and customer reviews when assessing the safety of your products, require further information from you about the issues reported and share such information with regulatory and other governmental authorities.

You must have product liability insurance

13.5  You must maintain product liability insurance covering your products for as long as they are listed on our Website and for two years after they stop being listed. Such insurance must provide suitable coverage for the risks associated with your business, in accordance with good industry practice, and should be with a reputable insurer. You must provide a copy of the insurance policy and proof of payment of the current premium to us if we ask for it.

14.  COMPLIANCE WITH THE LAW AND OUR MANDATORY POLICIES

You must comply with the law and our mandatory policies

14.1  You must at all times when doing anything in connection with the Agreement comply with:

14.1.1  All applicable laws, statutes, regulations and codes from time to time in force including without limitation the CAP Code.

14.1.2  any mandatory policies that we make available from time to time in respect of:

(a)  Anti-slavery and human trafficking;

(b)  Corporate and Social Responsibility;

(c)  Anti-bribery, Anti-corruption and anti-facilitation of tax evasion;

(d)  Ethics; and

(e)  Data and Privacy.

15.  DATA PROTECTION OBLIGATIONS

How we and you treat personal data we share with each other

15.1  We’ll process your personal data in accordance with our Privacy policy.

15.2  We and you may share with each other the following types of personal data we have collected in connection with the Agreement (shared personal data):

15.2.1  Names, addresses and contact details of customers for your products.

15.2.2  Information about customer orders for your products, including any personalisation requests.

15.2.3  Information about customer queries and complaints in relation to orders.

15.2.4  Information about customer searches and activity on the site.

15.2.5  Information about our respective employees.

15.2.6  Information about individuals working with other organisations that we or you work with.

15.3  We and you agree that we shall only process shared personal data which we receive from the other for the following purposes:

15.3.1  Fulfilling orders for your products;

15.3.2  Dealing with queries and complaints from customers about your products;

15.3.3  Marketing our products and services to customers, subject to appropriate consents to marketing being in place; and

15.3.4  Dealing with each other’s employees and individuals working with other organisations for the purposes of operating the Agreement.

15.4  Both we and you shall comply with all the obligations imposed on a controller under UK data protection law. If either we or you fail to do so, the other can end the Agreement.

15.5  Both we and you will:

15.5.1  Ensure that all necessary notices, consents and lawful bases are in place to enable lawful transfer of the shared personal data to the other as well as to their employees and the entities they use in connection with the Agreement (permitted recipients).

15.5.2  Give full information to any data subject whose personal data may be processed under the Agreement about the nature of such processing. This includes giving notice that, when the Agreement ends, personal data relating to them may be retained by or transferred to one or more of the permitted recipients, their successors and assignees.

15.5.3  Not disclose or allow access to the shared personal data to anyone other than the permitted recipients.

15.5.4  Ensure that all permitted recipients are subject to written contractual obligations concerning the shared personal data (including obligations of confidentiality) which are no less demanding than those imposed by the Agreement.

15.5.5  Ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Such measures shall include, but not be limited to, those set out in our data protection policy.

15.5.6  Not transfer any shared personal data received outside the UK without ensuring that

(a)  the transfer is to a country approved under UK data protection law as providing adequate protection;

(b)  there are appropriate safeguards or binding corporate rules in place, pursuant to UK data protection law;

(c)  we or you (as appropriate) otherwise comply with all the obligations imposed under UK data protection law by providing an adequate level of protection to any personal data that is transferred; and

(d)  one of the derogations for specific situations in UK data protection law applies to the transfer.

15.6  Both we and you shall assist the other in complying with UK data protection law. The things we and you will do include but are not limited to:

15.6.1  Consulting the other about any notices given to a data subject in relation to the shared personal data.

15.6.2  Promptly telling the other about receipt of a data subject rights request in relation to the shared personal data.

15.6.3  Providing the other with reasonable help in complying with any data subject rights request in relation to the shared personal data.

15.6.4  Not disclosing, releasing, amending, deleting or blocking any shared personal data in response to a data subject rights request without first consulting the other, wherever possible.

15.6.5  Helping the other (at the other’s cost) to respond to any data subject rights request and to comply with UK data protection law with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators.

15.6.6  On becoming aware of a breach of UK data protection law (by themselves or the other), notifying the other of it as soon as reasonably possible.

15.6.7  When the Agreement ends, either deleting or returning shared personal data (and any copies of it) received from the other, unless required by law to store it.

15.6.8  Using technology compatible with the other’s technology to process shared personal data, to ensure that transfers to or from the other don’t result in inaccuracies.

15.6.9  Maintaining complete and accurate records and information to demonstrate that it has complied with these provisions.

15.6.10  Providing the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of UK data protection law, including the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with UK data protection law.

16.  CHANGES TO THESE TERMS AND OUR POLICIES

How we make changes to these terms

16.1  We’ll let you know via email or another durable medium about any changes we’re making to these terms (including the policies referred to in them), unless they’re just editorial changes which don’t alter the terms’ content or meaning.

16.2  Normally we’ll give you at least 15 days’ notice before such changes take effect.

16.3  We’ll give you more notice if a change we’re making impacts on the way you do things, either technically or commercially (a significant change). For example, you might need more notice if we entirely remove a feature from our Website, add a new feature or if you need to adapt your goods or reprogramme your services to continue using our Website.

16.4  We won’t give you advance notice if we have to make a change with immediate effect, whether for legal or regulatory reasons or to protect our Website, our suppliers or our customers from fraud, malware, spam, data breaches or other cybersecurity risks.

16.5  If you list new products on our Website after we have told you about any changes (other than a significant change), you will be deemed to have agreed to those changes and they will take effect immediately.

What you can do if you’re unhappy about changes we have made

16.6  If you’re unhappy with any changes we tell you about, you can normally end the Agreement. The exceptions are that you can’t end the Agreement because of a change if:

16.6.1  You have listed new products on the Website after being told about the change (although this will not prevent you from ending the Agreement for a significant change).

16.6.2  You have previously told us that you accept the change.

17.  OTHER IMPORTANT TERMS

Governing law and jurisdiction

17.1  This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.2  Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement, its subject matter or formation.

Impact of events beyond your or our reasonable control (force majeure)

17.3  Neither you nor we (the affected party) shall be in breach of the Agreement or otherwise liable for any failure or delay in performing their obligations if such delay or failure results from events, circumstances or causes beyond the affected party’s reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 8 weeks, the party not affected may end the Agreement by giving 7 days’ written notice to the affected party.

Transfer of rights and obligations

17.4  We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Agreement.

17.5  You need to get our consent before you can transfer any of your rights and obligations under the Agreement, including by using subcontractors.

18.  HOW WE AND YOU MUST PROTECT EACH OTHER’S CONFIDENTIAL INFORMATION

18.1  Neither you nor we (the recipient) shall at any time during the term of the Agreement, and for a period of two years after it ends (for whatever reason) disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other (the discloser) or of any member of the group of companies to which the discloser belongs, except:

18.1.1  To the recipient’s employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient’s rights or carrying out its obligations under or in connection with the Agreement. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the discloser’s confidential information comply with this clause.

18.2  The recipient shall not use the discloser’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement. Our confidentiality obligations to you shall not restrict our rights.

Neither we nor you are bound by anything said but not included in the Agreement

18.3  This agreement (comprising these terms and the policies referred to in them) constitutes the entire agreement between you and us in relation to our services.

18.4  Both you and we acknowledge that in entering into the Agreement neither of us relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Both you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

Informal changes to the Agreement aren’t valid

18.5  Except as set out in these Terms, no variation of the Agreement shall be effective unless it is in writing and signed by you and us.

You and we can only waive our rights under the Agreement in writing

18.6  A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.7  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Invalidity of part of the Agreement doesn’t affect the rest of it

18.8  If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

Only you and we have rights under the Agreement

18.9  This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

18.10  Neither you nor we require the consent of any other person to rescind or vary the Agreement.

Schedule 1   Prohibited Products Schedule

1.  You may not list for sale through our Website any products which:

1.1  Are stolen, replicas, counterfeits or unauthorised copies.

1.2  Violate the intellectual property, confidentiality or privacy rights of others.

1.3  Violate any laws, including those governing export control, product safety and consumer protection.

1.4  Contain any material that is obscene or pornographic.

1.5  You don’t have authority to sell.

1.6  It is illegal to sell.

1.7  It is illegal to sell online.

1.8  It is illegal to sell to persons under 18.

1.9  Require the performance of age, identity or other checks on the purchaser, where they are sold online.