10/09/2021

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Terms and conditions for the supply of services 


BY SELLING GOODS ON THE SUPPLIER’S WEB PLATFORM, YOU WARRANT THAT YOU HAVE READ THE SUPPLIER’S TERMS AND CONDITIONS (A COPY OF WHICH IS AVAILABLE ON THE SUPPLIER’S WEBSITE).

 

THE SELLER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

 

  1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

  1. Definitions:
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Charges: the charges payable by the Seller for the supply of the Services in accordance with 5.
  • Customer: those customers who purchase goods from the Seller through the Website Platform.
  • Commencement Date: has the meaning given in 2.2.
  • Conditions: these terms and conditions as amended from time to time in accordance with 10.5.
  • Contract: the contract between the Supplier and the Seller for the supply of Services in accordance with these Conditions.
  • Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
  • Seller: the person or firm who purchases Services from the Supplier.
    1. Seller Default: has the meaning set out in 4.2.
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Seller’s acceptance of the Supplier’s quotation by listing on the website platform.

    1. Services: the provision of a Website Platform to enable the Seller to advertise and sell the Seller’s goods to Customers.
  • Specification: the description or specification of the Services provided in writing by the Supplier to the Seller.
  • Supplier: I’veGoneLocal Ltd registered in England and Wales whose registered office is 2 Ffawydden, Cwmavon, Port Talbot, Wales, SA12 9BJ with company number 13210560.
  1. Website Platform: the website owned by the Supplier and utilised by the Seller for the purposes of the Services.

 

  1. Interpretation:
    1. A reference to legislation or a legislative provision:
      1. is a reference to it as amended, extended or re-enacted from time to time; and
      2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
    2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    3. A reference to writing or written includes fax and email.

 

  1. Basis of contract
    1. The Order constitutes an offer by the Seller to purchase Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier shows acceptance of the Order by listing their products on the website platform at which point and on which date the Contract shall come into existence (Commencement Date). Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
    3. These Conditions apply to the Contract to the exclusion of any other terms that the Seller seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

 

  1. Supply of Services
  2. The Supplier shall supply the Services to the Seller in accordance with the Specification in all material respects. 
  3. The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
  4. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Seller in any such event.
  5. The Supplier warrants to the Seller that the Services will be provided using reasonable care and skill. 

 

  1. Seller’s obligations
    1. The Seller shall:
      1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Seller’s premises, office accommodation and other facilities as reasonably required by the Supplier;
      4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 
      5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      6. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Seller’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
      7. comply with any additional obligations as set out in the Specification 

 

  1. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Seller or failure by the Seller to perform any relevant obligation (Seller Default):
    1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Seller remedies the Seller Default, and to rely on the Seller Default to relieve it from the performance of any of its obligations in each case to the extent the Seller Default prevents or delays the Supplier’s performance of any of its obligations;
    2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this 4.2; and 
    3. the Seller shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Seller Default.

 

  1. Charges and payment
    1. The Seller shall pay the Supplier 6% of any order it receives from a Customer through the Website Platform and shall also pay a £0.20p transaction fee for each order made on the Website Platform (Charges). 
    2. The Supplier reserves the right to increase the Charges on an annual basis on 31st August each year in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first 31st August date immediately following the Commencement Date and shall be the latest available figure for the percentage increase in the Retail Prices Index. All orders made through the Website Platform are received through the Supplier’s automated payment system. The Charges are then taken from each order and the balance paid to the Seller twice per month. 
    3. All amounts payable by the Seller under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Seller, the Seller shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 
    4. If the Seller fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under 8, the Seller 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 5.5 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%.
    5. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

  1. Intellectual property rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Seller) shall be owned by the Supplier. 
    2. The Seller grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Seller to the Supplier for the term of the Contract for the purpose of providing the Services to the Seller.

 

  1. Limitation of liability: THE SELLER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. The Supplier shall not be liable for any error, discrepancy or fault with the goods ordered by the Customer from the Seller on the Website Platform and the Seller shall indemnify the Supplier against all claims made against the Supplier by a Customer in connection with any goods purchased through the Website Platform.
    2. The direct contractual relationship exists between the Seller and Customer. The Supplier is merely providing a forum (through the Website Platform) through which the Seller and Customer engaged with one another.
    3. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Seller is responsible for making its own arrangements for the insurance of any excess loss.
    4. References to liability in this 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    5. Nothing in this 7 shall limit the Seller’s payment obligations under the Contract.
    6. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    7. Subject to 7.4 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Seller:
      1. for all loss or damage shall not exceed an amount equal to the Charges.
    8. Subject to 7.3 (No limitation of customer’s payment obligations) and 7.4 (Liabilities which cannot legally be limited), this 7.6 sets out the types of loss that are wholly excluded: 
      1. loss of profits.
      2. loss of sales or business.
      3. loss of agreements or contracts.
      4. loss of anticipated savings.
      5. loss of use or corruption of software, data or information.
      6. loss of or damage to goodwill; and
      7. indirect or consequential loss.
    9. The Supplier has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    10. Unless the Seller notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Seller became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    11. This 7 shall survive termination of the Contract.

 

  1. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months’ written notice or unless otherwise agreed in writing.
    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    3. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Seller if: 
      1. the Seller fails to pay any amount due under the Contract on the due date for payment;
      2. there is a change of control of the Seller. 
    4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment;
      2. the Customer becomes subject to any of the events listed in 8.2(c) or 8.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
      3. the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in 8.2(b).

 

  1. Consequences of termination
    1. On termination of the Contract: 
      1. the Seller shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Seller immediately on receipt; 
      2. the Seller shall return all of the Supplier Materials which have not been fully paid for. If the Seller fails to do so, then the Supplier may enter the Seller’s premises and take possession of them. Until they have been returned, the Seller shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract.
    2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

 

    1. General
  • Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 

 

  • Assignment and other dealings.
    1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
    2. The Seller shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

 

  • Confidentiality.
    1. Each party undertakes that it shall not at any time and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 10.3(b).
    2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 10.3; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

 

  • Entire agreement.
    1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

 

  • Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

  1. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

  • Severance. If any provision or part-provision of the Contract 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 this agreement. If any provision or part-provision of this Contract deleted under this 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

  • Notices.
    1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number, or sent by email to the address specified in writing.
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
      3. if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 10.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. This 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

 

  • Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

 

  • Governing law. The Contract, 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.

 

Jurisdiction. Each party 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 Contract or its subject matter or formation.