These Terms and Conditions apply between you (the “Vendor”) and ToBuyFrom Ltd., registered in England at Kemp House, 160 City Road, London, EC1V 2NX, UNITED KINGDOM.
When we refer to “we”, “us” or “our”, we mean ToBuyFrom Limited. Where we refer to “you” or “your” we mean you, the person using the Services.
1. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions the following expressions shall have the following meanings:
“Charges” means the Commission and Order Processing Fee.
“Commission” means the commission payable by the Vendor in respect of the Website Product(s) sold being the percentage of the aggregate Net Price(s) of the Website Product(s) agreed between the Vendor and ToBuyFrom.
“Confidential Information” means any confidential information which is disclosed by either party to the other pursuant to, or in connection with, these Terms and Conditions, other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality).
“Curator” means a venue owner who displays products curated from ToBuyFrom at the venue.
“Customer” means a customer of the Website.
“Dashboard” means the area on the Website through which the Vendor can upload Website Product(s), manage the Website Sales Area and Stock Documentation, and view the Statement.
“Force Majeure” means any acts, events, omissions or accidents beyond the reasonable control of a party including but not limited to:
- fire, flood, explosion, earthquake, storm or other natural disaster or extreme adverse weather conditions;
- terrorist attack, civil commotion or riots;
- collapse of building structures or failure of plant, machinery, computers or utility service
- nuclear, chemical or biological contamination or sonic boom
- any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
- epidemic or pandemic.
“Heuristic Data” means any data which is derived from the Vendor’s use of the Website or the processing of Vendor Data, and shall include: (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data.
“Intellectual Property” means any patent, copyright, registered design, unregistered design right, trade mark, trade name, domain name or other intellectual property rights together with any current applications for the registration of any of the foregoing.
“Losses” mean losses, liabilities, damages, compensation, penalties, costs, disbursements and expenses arising directly or indirectly from any claim, demand, action or proceedings.
“Net Price” means in relation to any Website Product(s) the Price less any agreed discounts or rebates (including but not limited to the Permitted Discount) and, in the case of international orders (being those that are order sent outside of the European Union (including the UK)) less an amount equivalent to value added tax where ToBuyFrom deems it appropriate to make such a deduction in their sole discretion.
“Order Processing Fee” means the order processing fee payable by the Vendor in respect of the Website Product(s) sold being the percentage of the aggregate Net Price(s) of the Website Product(s) agreed between the Vendor and ToBuyFrom.
“Permitted Discount” means a discretionary discount of up to ten (10) per cent off the Price of each of the Website Product(s).
“Premises” means ToBuyFrom curators’ venues described on the Website, or any other ToBuyFrom premises which ToBuyFrom inform the Vendor of.
“Price” means the amount that each Website Product(s) is to be offered for sale (outside of any Sales Periods) through the Website as determined by the Vendor after consultation with and taking into account the reasonable advice of the staff of ToBuyFrom and which amount shall be inclusive of applicable taxes (save for sales tax in the United States) but, in the case of international orders (being orders which are sent outside of the customs zone of the location that the order is sent from, for example orders sent from the European Union outside of the European Union), shall be calculated prior to the inclusion of and excluding any additional applicable taxes, duties or fees (including costs relating to shipping and handling) that ToBuyFrom may charge the Customer in in its sole discretion.
“Product Photographs” means the photographic images of the Website Product(s) provided by the Vendor for display on the Website Sales Area which meet the photography guidelines (communicated to the Vendor by ToBuyFrom from time to time) which ToBuyFrom has approved as being suitable for display on the Website and which ToBuyFrom has agreed to display on the Website.
“Receipts” means the net amounts received from the sale of Website Product(s) during that Statement Period in cleared funds.
“Rights” means the Vendor’s rights during the Term as set out in these Terms and Conditions: (i) to use the Website Sales Area to exhibit and sell the Website Product(s); and/or (ii) to visit and suggest the product display at the Premises; and/or (iii) to have the benefit of the Services.
“Returns Charge” means a fixed amount charged by ToBuyFrom to be paid by the Vendor for any order returned by a Customer.
“Sales Period” means any time during which ToBuyFrom at its absolute discretion decides to hold a sale or promotion period or event on the Website.
“Vendor’s Bank Card” means the bankcard details provided to ToBuyFrom by the Vendor and held on behalf of ToBuyFrom with its third party payment provider.
“Vendor’s Social Media Content” means any social media content produced by the Vendor in relation to their Website Product(s) and displayed on any social media platform managed by the Vendor.
“Vendor’s Data” means the data uploaded or submitted to the Website by the Vendor directly or indirectly via any third party application and shall include without limitation all anonymised business data, excluding any Heuristic Data.
“Services” means the services stipulated in the chosen Subscription Package to be provided by ToBuyFrom to the Vendor.
“Statement” means the notice in the Dashboard setting out the Website Product(s) sold during the Statement Period.
“Statement Date” means on or before the 21st day following the end of any calendar month or such other dates as ToBuyFrom shall notify the Vendor from time to time.
“Statement Period” means the period of one calendar month prior to each Statement Date and shall have the meaning given to it in clause 7.
“Term” means the duration of these Terms and Conditions as defined under clause 4 below.
“Terms and Conditions of Sale” the terms and conditions of sale displayed on the Website from time to time during the Term.
“Website” means the website at domain www.tobuyfrom.co.uk which is owned and operated by ToBuyFrom.
“Website Products” means any product or products that the Vendor wishes to exhibit for on the Website Sales Area and which ToBuyFrom has approved as being suitable for display on the Website Sales Area and which ToBuyFrom has agreed to exhibit on the Website Sales Area.
“Website Sales Area” means a webpage(s) and/or part of a webpage(s) on the Website which has been designated by ToBuyFrom for the display of the Vendor’s Website Product(s).
“ToBuyFrom’s Email Address” means [email protected] or any other email address as communicated from ToBuyFrom to the Vendor.
Where any single party to these Terms and Conditions for the time being comprises two or more persons, obligations expressed or implied to be made by or with ToBuyFrom are deemed to be made by such persons jointly and severally.
Any licence by the Vendor not to do anything includes an obligation to use reasonable endeavours not to permit or suffer that thing to be done by another person where the Vendor is aware that the thing is being done.
References to ToBuyFrom or the Vendor include any of their directors, executives, employees, staff or agents.
2. GRANT OF RIGHTS TO THE VENDOR
2.1. ToBuyFrom grants to the Vendor the Rights during the Term.
2.2. ToBuyFrom shall so far as it is reasonably able: (i) not grant similar rights to the Rights to persons other than talented fashion, furniture, jewellery, accessories, beauty or product designers; and (ii) ensure that the Website contains a good mix of high quality design products; (iii) promote vendors’ products online and offline.
3. APPOINTMENT OF ToBuyFrom AS COMMERCIAL AGENT
3.1. As a Vendor, you hereby authorise us to act as your non-exclusive commercial agent to negotiate and conclude the sale of Website Products to Customers under the Terms and Conditions of Sale only on your behalf. In this limited capacity, ToBuyFrom is not a party to the resulting sale contracts between you and each Customer (“Sale Contract”). Your geographical address and identity as Vendor will be specified in the relevant dispatch confirmation email where the Customer’s order is accepted. Each Customers’ obligation to pay amounts due under a Sales Contract shall be satisfied when ToBuyFrom takes payment from the Customer as ‘merchant of record’ and the Customer will see ToBuyFrom as merchant of record on the Customer’s card or payment account statement. ToBuyFrom does not act as agent of the Customer, or charge the Customer any fees to cover the Services.
4. TERM, RENEWAL AND TERMINATION
4.1. These Terms and Conditions shall commence on ToBuyFrom providing the Vendor with access to the Dashboard. Vendor acknowledges that such access will not be granted until: (i) it has completed the application materials determined by ToBuyFrom; (ii) ToBuyFrom has accepted the application at its absolute discretion.
4.2. Notwithstanding any other termination provision in these Terms and Conditions, in the event ToBuyFrom exercises any of its termination rights under these Terms and Conditions it shall provide the Vendor:
4.2.1. with at least 30 days’ prior written notice. Such 30 day notice period is not required in the event that (i) the Vendor is in persistent breach of these Terms and Conditions and/or (ii) there is a legal or regulatory obligation on ToBuyFrom, which means it cannot give thirty (30) days’ notice; and
4.2.2. prior to or at the time of termination with a written statement of its reasons for terminating these Terms and Conditions.
4.3. In the event ToBuyFrom exercises its rights under these Terms and Conditions to suspend or restrict the provision of the Services to the Vendor, ToBuyFrom shall provider the Vendor:
4.3.1. with at least 30 days’ prior written notice. Such 30 day notice period is not required in the event that (i) the Vendor is in persistent breach of these Terms and Conditions and/or (ii) there is a legal or regulatory obligation on ToBuyFrom, which means it cannot give thirty (30) days’ notice; and
4.3.2. prior to or at the time of suspension restriction, provide the Vendor with a written statement containing the reasons for suspension or restriction.
4.4. Either party may give at least 30 days’ notice to terminate these Terms and Conditions, with effect from the end of the following month in which notice to terminate was provided.
4.5. ToBuyFrom shall be entitled to terminate these Terms & Conditions (without prejudice to ToBuyFrom’s rights in respect of any prior breach of the Vendor’s obligations) in accordance with clause 4.2 : (i) following the failure of the Vendor to pay any sums due under these Terms and Conditions on the date due for payment; (ii) following any breach by the Vendor of any of other obligations or conditions contained in these Terms and Conditions save that if any such breach is capable of cure or remedy ToBuyFrom shall give the Vendor a period of not more than thirty (30) days to cure or remedy the breach in which event these Terms and Conditions shall end on the expiry of such period if the breach has not been cured or remedied to the reasonable satisfaction of ToBuyFrom; (iii) if the Vendor ceases to carry on business due to insolvency or has a liquidator, receiver of administrative receiver appointed to it or over part of its undertaking or assets, or passes a resolution for its winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity assumes all of the liabilities of it) or a court of competent jurisdiction makes an administration order or liquidation order or similar order, or the enters into any voluntary arrangement with its creditors; or (iv) if the Vendor, being an individual, dies or by reason of incapacity or illness (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
4.6 Upon termination of these Terms and Conditions, however arising, ToBuyFrom shall (unless otherwise agreed with the Vendor) within fourteen (14) days remove the Website Product(s) from the Website Sales Area.
5. THE SERVICES
5.1. ToBuyFrom will provide the Services during the Term with reasonable skill and care.
5.2. ToBuyFrom reserves the right to revise or alter the Services at any time upon providing the Vendor with thirty (30) days’ written notice of variation. Vendor may terminate these Terms and Conditions if it objects (by giving notice in writing to ToBuyFrom) to any variation of these Terms and Conditions within such thirty (30) day notice period.
6. VENDOR OBLIGATIONS
6.1. The Vendor hereby undertakes to: (i) establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device; (ii) ensure that at all times all computer hardware and software it uses to access and interoperate with the Dashboard is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and (iii) to ensure that information supplied electronically to ToBuyFrom and to the Website is submitted free from Viruses;
6.2. ToBuyFrom has no responsibility for the provision, support and maintenance of any of the Vendor’s hardware or software used to access the internet, or any related hardware or software, the responsibility for which shall remain exclusively the Vendor’s.
6.3. The Vendor: (i) is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Dashboard; (ii) shall inform ToBuyFrom immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way; (iii) shall inform ToBuyFrom immediately if the Vendor forgets or loses a password and must satisfy such security checks as ToBuyFrom may operate in order to obtain a new password; and (iv) shall ensure that the Dashboard and its content remains entirely confidential, and that no other person beside those in the Vendor’s employment has sight of the Dashboard or any of its content.
6.4. ToBuyFrom reserves the right: (i) to suspend access to the Services if at any time ToBuyFrom considers that there is or is likely to be a breach of security, in which event ToBuyFrom will notify the Vendor of the suspension, and any steps to be taken by it as soon as reasonably practicable; and (ii) to require the Vendor to change any or all of the passwords used by the Vendor in connection with the provision of the Service and access to the Dashboard, in which event ToBuyFrom will notify the Vendor of the requirement to change passwords and any further steps to be taken by the Vendor as soon as reasonably practicable.
The Vendor’s Website Sales Area
6.5. ToBuyFrom has absolute discretion as to the look, feel and content of the Website (including all Website Sales Area) as well as full and final say in the inclusion, positioning, location and all other presentation of Vendor information, and reserves the right to remove any Website Product(s) from the Website at its sole discretion.
Quality of Presentation
6.6. The Vendor shall: (i) ensure that the content uploaded to the Dashboard at all times accords with any applicable guidelines notified to it from time to time by ToBuyFrom, including in relation to the form and content of copy and Website Product(s) imagery; and (ii) comply with reasonable instructions from ToBuyFrom concerning the Dashboard.
6.7. Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Website Product page(s) in the first instance. ToBuyFrom reserves the right, in its sole discretion, to de-activate the Vendor’s Website Sales Area until standards have been improved.
6.8 For the avoidance of doubt if the Vendor breaches any part of clauses 6.6 and/or 6.7 on more than one occasion, this will constitute a persistent breach of these Terms & Conditions for the purposes of clauses 4.2. and 4.3.
Vendor and Product Information
6.9. The Vendor shall abide by ToBuyFrom’s Code of Ethics and ensure that all Vendor Information provided about itself and the Website Product(s) on the Dashboard is and remains true, accurate, current and complete.
6.10. The Vendor shall: (i) where applicable, state clearly on the relevant Website Product page that a Website Product is a personalised or specially-made Website Product, and/or that such Website Product requires a Customer approval of proof prior to its production by the Vendor, and shall display the relevant corresponding delivery times; and (ii) if a Website Product is one which is ineligible for the usual returns/cancellation process under applicable law, state clearly on the relevant Product page that such product cannot be cancelled/returned by the Customer.
6.11. The Vendor shall not include within its Website Sales Area, on the Dashboard, any other place on the Website or in any other means of communication with the Customer: (i) any direct or indirect link to other websites including the Vendor’s own website; (ii) the Vendor’s Email Address; or (iii) any other means by which a Customer could communicate directly with the Vendor, other than through the Website.
6.12. The Vendor shall accurately display stock availability for all Website Product(s) and shall update such stock availability regularly on the Dashboard.
6.13. Once the final piece of stock of any Website Product has been sold and will no longer be available, the Vendor must mark that item as discontinued on the Dashboard.
6.14. The Vendor shall remove Website Products from its Dashboard that are awaiting stock for prolonged periods (four weeks or more) until they become available again.
6.15. The Vendor’s prices must be fully inclusive of all taxes and additional charges, save that for sales to be delivered into the United States, Vendor acknowledges that the price is prior to the imposition of applicable sales tax.
6.16. If the Vendor is VAT registered, the Vendor should set the VAT rate at the level that is currently in force in the applicable country with respect to the Vendor’s Website Products. The Vendor is solely responsible for ensuring that it fully complies with current VAT regulations and accounting for VAT correctly.
6.17. The Vendor has complete discretion over how it wishes to price its Website Product(s) but must not price its Website Product(s) higher than those prices set publicly on its own website or other direct sales channels.
6.18. In the event that the Vendor publicly offers the same Website Product(s) for sale elsewhere at a lower price, then ToBuyFrom may reasonably request that the Website Product(s) are changed to reflect this lower price. In the event that a customer has purchased the product at a higher price than that offered publicly by the Vendor elsewhere within 14 days, ToBuyFrom may reimburse the customer the difference in price on behalf of the Vendor.
Suspension of service
6.19. Subject to clause 4.3, ToBuyFrom may suspend or terminate the Vendor’s subscription and use of the Services in the event ToBuyFrom reasonably believes or suspects that any Vendor Information does not comply with the provisions of this clause 6.
7.1. The Vendor shall pay any and all Charges in accordance with these Terms and Conditions. The relevant Charges shall be as notified to the Vendor and updated by ToBuyFrom from time to time in accordance with these Terms and Conditions. Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Vendor shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.
7.2. The Vendor shall make all payments to ToBuyFrom due under the Terms and Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
7.3. If any sum due from the Vendor to ToBuyFrom under these Terms and Conditions is not paid on or before the due date for payment, then all sums then owing by the Vendor to ToBuyFrom shall become due and payable immediately and, without prejudice to any other right or remedy available to ToBuyFrom, ToBuyFrom shall be entitled to: (i) cancel or suspend its performance of the Terms and Conditions or any order, including suspending provision of the Services, until arrangements as to payment or credit have been established which are satisfactory to ToBuyFrom; and (ii) charge the Vendor the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
7.4. There is no Joining fee.
Commission and Order Processing Fee
7.5. The Vendor shall pay ToBuyFrom the Commission and Order Processing Fee, by way of retention of such amount by ToBuyFrom. ToBuyFrom shall be permitted to increase the Commission and/or Order Processing Fee at its discretion. Any such increase shall be notified to the Vendor by email to the Vendor’s Email Address with a minimum of 30 days’ notice following which the increase shall take effect. The notice period under this clause shall not apply to any change to the Commission. The Order Processing Fee is currently at 1.4%+20p. The Commission Fee, which includes commission fee for ToBuyFrom and Curators, is set at 25% of the value of the total amount payable by a Customer in relation to each Product sold through our Website by the Vendor including VAT if applicable.
7.6. ToBuyFrom shall display on the Dashboard: (i) the Statement showing the Website Product(s) sold during the calendar month prior to the relevant Statement Date (the “Statement Period”); (ii) the Net Price(s) at which the Website Product(s) were sold; (iii) the Receipts; and (iv) the amount of the Commission payable based on the Receipts.
7.7. ToBuyFrom shall remit to the Vendor within seven (7) days of the Statement Date the amount payable in the Statement, being the Receipts less the Commission & Order Processing Fee.
7.8. ToBuyFrom shall be entitled to deduct from the amounts payable to the Vendor pursuant to these Terms and Conditions any amounts paid by ToBuyFrom to the Customer in respect of any full or partial refund provided.
7.9. The Vendor shall not seek or accept payments due under Sale Contracts from Customers other than from ToBuyFrom under these Terms and Conditions.
7.10. There is no Subscription fee.
7.11. Where a Customer returns an order using a return delivery method arranged and paid for by ToBuyFrom, the Vendor agrees to reimburse ToBuyFrom a fixed amount of the returns cost for each shipment by way of retention of such amount by ToBuyFrom.
7.12. ToBuyFrom shall be permitted to increase the Returns Charge at its discretion. Any such increase shall be notified to the Vendor by email to the Vendor’s Email Address with a minimum of 30 days’ notice following which the increase shall take effect.
7.13. The Returns Charge is set currently to £4.40 GBP / €5.00 EUR / per returned shipment.
7.14. Where applicable the Vendor shall pay to ToBuyFrom any Additional Charges by way of a charge to the Vendor’s Bank Card on either (i) the date the Additional Charges are agreed between the parties; or (ii) on the first day of the calendar month immediately following the date on which the Additional Charges were agreed between the parties.
7.15. In the event that any other sums of money payable by the Vendor under these Terms and Conditions remain unpaid for a period of seven (7) days from the date when the same shall be due the Vendor shall pay interest to ToBuyFrom on the amount outstanding at the rate of four (4) per cent per annum above HSBC Bank plc base lending rate (as varied from time to time).
8. ACCOUNTS AND RECORDS
8.1. ToBuyFrom shall collect all monies due to the Vendor in respect of sales of the Website Product(s) on behalf of the Vendor but shall not be required to hold the same in separate bank accounts for the Vendor.
8.2. The Vendor shall comply with all invoicing, ordering and accounting procedures as set out in the rules and regulations imposed by ToBuyFrom from time to time a copy of which ToBuyFrom shall hold at the Premises and shall allow the Vendor to view on prior arrangement with ToBuyFrom.
8.3. Where the Vendor is VAT registered the Vendor shall produce for ToBuyFrom copies of VAT invoices within fourteen (14) days of ToBuyFrom making a written request to the Vendor for the same.
9. WEBSITE PHOTOGRAPHY
9.1. ToBuyFrom shall use its reasonable endeavours to within 30 days following the commencement of these Terms and Conditions display the Product Photographs on the Website Sales Area for the Term, subject to the Vendor providing the Product Photographs to ToBuyFrom via the Online Vendor’s Dashboard.
9.2. ToBuyFrom has the right to alter the Product Photographs on the Website Sales Area .
10. SALE OF WEBSITE PRODUCT(S)
10.1. The Vendor warrants to ToBuyFrom that: (i) it owns and has proper title to the Website Product(s) and to all Intellectual Property in relation to or in connection with Website Product(s); (ii) it is fully authorised to sell the Website Product(s); (iii) the sale of the Website Product(s) will not infringe any laws or rights of any third parties, including any Intellectual Property rights; and (iv) the Website Product(s) and/ or the Stock are of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Vendor and are or will be free from defects in design, material and workmanship and comply or will comply with all applicable statutory and regulatory requirements.
10.2. ToBuyFrom is appointed by the Vendor to sell the Website Product(s) through the Website and the Affiliated Websites on behalf of the Vendor and on the terms of this agreement and the Vendor shall not interfere with the sale of the Website Product(s) through the Website or (if applicable) the Affiliated Websites. Ownership of the Website Product(s) and/or the Stock remains with the Vendor at all times.
10.3. ToBuyFrom shall provide to Customers who wish to purchase the Website Product(s) through the Website an efficient online credit card system for credit card transactions.
10.4. The Website Product(s) shall be sold by ToBuyFrom, acting in its capacity as disclosed agent for tax purposes, on behalf of the Vendor at the Price subject to the terms of this agreement. For the sake of clarity, ToBuyFrom and the Vendor understand that the relationship between ToBuyFrom and the Vendor hereunder is not subject to the scope of the Commercial Agents (Council Directive) Regulations 1993 (as amended) or any similar law or regulation applicable to commercial agents, and no compensation and/or indemnity shall be payable by the Vendor to ToBuyFrom in respect thereof in the event of expiration of termination of this agreement.
10.5. The Price of the Website Product(s) shall be determined by the Vendor after consultation with ToBuyFrom and after taking into account the reasonable advice and opinions of ToBuyFrom based on ToBuyFrom’s experience and requirements for the Website to offer high quality design products.
10.6. The Website Products shall be displayed on the Website along with products from ToBuyFrom’s other vendors. The prominence of the Website Products on the Website is dependent on the product’s rank. Each Website Product will be ranked by ToBuyFrom in accordance with the following criteria: (i) popularity; (ii) newness; (iii) customer reviews; (iv) price; (v) stock availability; and (vi) quality of the product listing (quality will be improved by photos of the Website Product and its description amongst other factors). The Vendor may contact ToBuyFrom via ToBuyFrom’s Email Address to request any further clarification on the ranking criteria.
10.7. ToBuyFrom may, at its discretion from time to time, offer Customers the Permitted Discount to the Price of the Website Product(s). ToBuyFrom agrees to seek the permission of the Vendor in advance of offering a discount to Customers above the Permitted Discount.
10.8. The Vendor shall not discount or deduct from the Price of Website Product(s) or promote the Website Product(s) in any way so as to decrease its value from that of the Price save during a Sales Period.
10.9. Where any Website Product(s) sold is/are returned by a customer on the basis that it is/they are defective in design, material or workmanship or do not comply with applicable statutory and regulatory requirements then ToBuyFrom may (at its absolute discretion): (i) provide the Customer with a full or partial refund; (ii) replace the Website Product(s) (in which event the replaced Website Product(s) shall be subject to the provisions of this clause; or (iii) return the Website Product(s) to the Vendor to be repaired.
10.10. If a Customer is unhappy with the Website Product(s) for any other reason (subject to the provision of a valid sales receipt) the customer may return the Website Product(s) to the vendor within fourteen (14) days of the date of delivery of the Website Product(s) to the Customer and ToBuyFrom shall be entitled to refund the full amount paid by the Customer.
10.11. If a customer returns the Website Product(s) to the Vendor to be repaired in accordance with these Terms and Conditions then the Vendor shall repair Website Product(s) at its sole cost and resend it to the customer within ten (10) working days of being requested to do so by ToBuyFrom.
10.12. If the Vendor is unable to repair and return the Website Product(s) within the requisite ten (10) working days the Vendor shall inform ToBuyFrom immediately on becoming aware of the same and ToBuyFrom may (at its own discretion): (i) provide the customer with a full or partial refund; or (ii) replace the Website Product(s).
11. DELIVERY OF THE WEBSITE PRODUCT(S) TO CUSTOMERS OR TO ToBuyFrom
11.1. Where a Customer purchases Website Product(s) from the Website, ToBuyFrom shall inform the Vendor of the purchase by email to the Vendor’s Email Address and/or via the Online Membership Area and either: (i) request that the Vendor send the relevant Website Product(s) to ToBuyFrom to send on to the Customer (a “Store Delivery Request”); (ii) request that the Vendor send the relevant Website Product(s) to the Customer directly (a “Direct Delivery Request”).
11.2. Where ToBuyFrom makes a Direct Delivery Request to the Vendor, ToBuyFrom shall state in the Direct Delivery Request the Website Product(s) purchased by the Customer and the address details of the Customer. The Vendor agrees that it shall not use, process or store the Data (as defined in clause 11.4 below) provided by the Customer for any other purpose than processing the Direct Delivery Request. The Vendor agrees that it shall not attempt to directly solicit custom from the Customer when sending the Website Product(s) to the Customer, and shall not subsequently use the Customer details provided in the Direct Delivery Request to solicit future business from the Customer.
11.3. Where Vendor delivers Products directly to the Customer, Vendor acts as a Processor in connection with Personal Data relating to such Customer’s order and delivery information (the “Data”). The Vendor’s Processing instructions and operations shall consist of arranging and ensuring the delivery of the Product to the Customer, and such Processing in respect of any given Customer shall continue for a period of 30 days after the Product has been dispatched, at which point Vendor shall securely delete the Data. Vendor shall implement appropriate technical and organisational measures to ensure the Data is kept secure, and shall ensure that any person it authorises to Process the Data shall be subject to written confidentiality obligations.
11.4. Vendor shall not appoint third party Processors over the Data or transfer the Data outside of the UK and/or the European Economic Area without first obtaining ToBuyFrom’s consent, save that delivery and courier service providers are deemed expressly approved for the purposes of these Terms and Conditions. Vendor shall be liable to ToBuyFrom for any breach of these Terms and Conditions that is caused by any of the Vendor’s Processors. Vendor shall notify ToBuyFrom of the delivery and courier third party Processors it uses as at the date of these Terms and Conditions, and shall notify ToBuyFrom of any changes in such providers, giving ToBuyFrom the chance to object.
11.5. Vendor shall provide assistance to ToBuyFrom to demonstrate compliance with ToBuyFrom’s audit, security, breach notification, impact assessment and prior consultation obligations, and assist ToBuyFrom in responding to any request, enquiry or complaint from a Data Subject (such as to exercise their rights under the Data Protection Legislation).
11.6. Vendor shall notify ToBuyFrom without undue delay on discovering a Personal Data Breach in connection with the Data. If Vendor is aware that ToBuyFrom’s Processing instructions infringe applicable law, it shall notify ToBuyFrom immediately (unless prevented from doing so by applicable law) and not carry out the relevant Processing. If Vendor is required to Process the Data other than in accordance with ToBuyFrom’s instructions, Vendor will notify ToBuyFrom of this (unless prohibited from doing so by applicable law).
11.7. Upon termination or expiry of these Terms and Conditions, the Vendor shall destroy or return to ToBuyFrom all Data in its possession or control.
11.8. Upon receipt of such a Delivery Request from ToBuyFrom, the Vendor shall within 48 hours deliver the relevant Website Product(s) to the relevant Premises by a recorded delivery method and upon dispatching the relevant Website Product(s) inform ToBuyFrom of the dispatch via email to ToBuyFrom’s Email Address and/or via the Dashboard.
11.9. The Vendor shall own all right, title and interest in and to all of the Vendor Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Vendor Data.
11.10. ToBuyFrom may use the Vendor Data to provide and improve the performance and functionality of the Services. ToBuyFrom shall own all rights, title and interest in and to all of the Heuristic Data.
11.11. ToBuyFrom may track and analyse the Vendor’s use of the Services for the purposes of security and to help ToBuyFrom improve the Services and the Website.
11.12. ToBuyFrom may share the Vendor Data with a third party data aggregator to gather trends and insights in order to help ToBuyFrom provide and improve the Services and the Website.
11.13. Where there is insufficient Stock of the Website Product(s) held with the Vendor, ToBuyFrom shall arrange delivery of the Website Product(s) to the Customer, and charge the Vendor a Stock Fulfilment Charge.
13.1. The Vendor shall keep ToBuyFrom fully indemnified against all Losses arising directly or indirectly out of: (i) any act, omission, default or negligence of the Vendor, or any persons expressly or impliedly acting with its authority, at the Premises or in connection with the exercise or purported exercise of the Rights; (ii) any breach or non-observance by the Vendor of the obligations, conditions or other provisions of these Terms and Conditions; (iii) any faults or defect in the materials or workmanship of the Website Product(s) that causes death or personal injury to any persons who purchase Website Product(s); and (iv) any other claims made in relation to or in connection with the Website Product(s) or the sale of the Website Product(s).
13. FORCE MAJEURE
13.1. Neither Party shall be in breach of these Terms and Conditions nor liable for any failure or delay in performance of any of its obligations under these Terms and Condition arising from or attributable to Force Majeure.
14. VAT AND SALES TAX
14.1. All sums payable by the Vendor under these Terms and Conditions are exclusive of any value added tax or other sales tax that may be chargeable. The Vendor shall pay value added tax or any other sales tax in respect of all taxable supplies made to it in connection with these Terms and Conditions where due on the due date.
14.2. ToBuyFrom is acting as a disclosed agent for the Vendor regarding the sale of the Website Product(s) to Customers. It is the Vendor’s responsibility to account for and remit any value added tax due on any sales of the Website Product(s) to the appropriate tax authority. ToBuyFrom shall not be liable for the Vendor’s failure to remit to the appropriate tax authority any value added tax due on the sale of the Product(s) to Customers.
14.3. Notwithstanding anything to the contrary, for international orders (being orders which are sent outside of the European Union), ToBuyFrom may in its sole discretion, deduct an amount equal to the assumed value added tax (or other applicable taxes, duties and fees including any export or import taxes) included in the Price where it deems appropriate and will notify the Vendor of this in the Statement and provide details of the associated export
14.4. Notwithstanding anything to the contrary, for online sales to customers located in the United States, ToBuyFrom shall collect sales tax on all orders where ToBuyFrom deems it appropriate to do so.
14.5. If at any time ToBuyFrom is required to make any payment of or on account of tax on or in relation to any sum received or receivable under these Terms and Conditions (such as but not limited to any sales tax), or if any liability in respect of any such payment is asserted, imposed, levied or assessed against ToBuyFrom, the Vendor shall indemnify ToBuyFrom against any loss or liability suffered as a result of such payment or liability, together with any associated interest, penalties, costs and expenses.
15. INTELLECTUAL PROPERTY
15.1. ToBuyFrom acknowledges that the Intellectual Property rights used on or in relation to the Website Product(s) are (with the exception of the Intellectual Property rights in relation to the Product Photographs which are ToBuyFrom’s property), the Vendor’s property and ToBuyFrom is only permitted to use the Intellectual Property for the purposes of these Terms and Conditions.
15.2. The Vendor hereby grants to ToBuyFrom a non-exclusive licence to use the Intellectual Property rights and the Vendor’s Social Media Content for the purposes of marketing and selling the Website Product(s) under the provisions of these Terms and Conditions.
15.3. The Vendor hereby grants ToBuyFrom a non-exclusive licence to use the Intellectual Property rights in ToBuyFrom’s advertising including the use of the Vendor’s branding and trademark as keywords in relation to Google Ads.
15.4. The Vendor acknowledges that it is not permitted to use any Intellectual Property rights which belong to ToBuyFrom and shall indemnify ToBuyFrom against all Losses arising out of any action or claim that arises due to any breach by the Vendor of this clause.
16.1. Each party undertakes to the other that it shall not at any time copy, use or disclose to any person any Confidential Information, except as permitted by these Terms and Conditions.
16.2. A party may disclose Confidential Information: (i) to the employees, officers, representatives or advisers of that party who need to know such information for the purposes of carrying out its obligations under these Terms and Conditions but shall ensure that the employees, officers, representatives or advisers to whom the Confidential Information is disclosed comply with this clause; and (ii) as may be required by law, court order or any governmental or regulatory authority.
16.3. No party shall use the Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.
17. LIMITATION OF LIABILITY
17.1. Nothing in these Terms and Conditions limits any liability which cannot be limited, including liability for fraud, death or personal injury caused by negligence, and fraud or fraudulent misrepresentation. Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for any indirect or consequential loss.
17.2. Subject to the provisions of this clause, ToBuyFrom’s aggregate liability to the Vendor shall not exceed £100. Such total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms & Conditions.
18.1. All notices served by either party pursuant to the provisions of these Terms and Conditions shall be in writing, and shall be sufficiently served if delivered by hand, or sent by recorded delivery to the address of ToBuyFrom or Vendor specified in these Terms and Conditions or if sent by ToBuyFrom to the Vendor’s email address or by the Vendor to ToBuyFrom’s Email Address.
18.2. ToBuyFrom shall be entitled to amend these Terms and Conditions, the Fees or all or any of them from time to time by posting such amended versions of them on the Dashboard. ToBuyFrom will advise the Vendor of any changes to these Terms and Conditions by email or by a notification on the Website at least 30 days prior to posting an amended version on the Website unless such changes are required to meet regulatory obligations or to address an unforeseen and imminent concern (such as fraud or a data breach), in which case no prior notice is required. If the Vendor does not agree to the changes made to the Terms and Conditions, then it shall have the right to cancel its agreement with ToBuyFrom prior to the end of the 30 day notice period and stop receiving the Services. It should do so in writing to ToBuyFrom’s Email Address. The Vendors’s continued use of any of the Services, the Website and/or the Dashboard, after the date the changes have come into effect will constitute its acceptance of the amended Terms.
18.3. No failure or delay by ToBuyFrom to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.4. If any of the provisions of these Terms and Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such terms, condition or provision will to the extent be severed from the remaining terms, condition and provisions which will continue to be valid to the fullest extent permitted by law.
18.5. These Terms and Conditions are binding upon the Vendor and its successors and the Vendor may not transfer, assign, charge or otherwise dispose of any of its rights and/or obligations arising under these Terms and Conditions without the prior written consent of ToBuyFrom.
18.6. ToBuyFrom may transfer, assign, subcontract or otherwise dispose of any of its rights or obligations arising under these Terms and Conditions at any time during the Term.
18.7. These Terms and Conditions shall constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between the parties.
18.8. Each party acknowledges that, in entering into these Terms and Conditions neither party has relied on any statement, representation, assurance or warranty of any person (whether a party to these Terms and Conditions or not) other than as expressly set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation (or negligent misstatement), whether or not based on any statement in these Terms and Conditions.
18.9. Where there is a dispute between the Vendor and another trader or occupier(s) in the Premises ToBuyFrom shall have the power in its absolute discretion to resolve the dispute, after affording to the Vendor and the other disputing party an opportunity to make representations.
18.10. Where there is a dispute between the Vendor and a Customer regarding Product(s) purchased by the Customer, ToBuyFrom may offer the Customer a full refund.
18.11. The Vendor shall observe and comply with and abide by any decisions made by ToBuyFrom acting reasonably pursuant to these Terms and Conditions unless otherwise directed by ToBuyFrom.
18.12. If the Vendor wishes to make a complaint or has any concerns in relation to these Terms and Conditions it shall contact ToBuyFrom using ToBuyFrom’s Email Address.
18.13. These Terms and Conditions and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
18.14. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).