Vendors Agreement– Terms and Conditions

Terms and Conditions applicable to a seller of goods using [Heythemis.com]

This policy applies to information we collect:

BETWEEN:

1. Style by Birgit, trading as “Empressofheels.com”, whose registered office is at Lageweg 18, 6621BS Dreumel with REGISTRATION NUMBER AND TAX number Nº (“NL001951545B55”)
2. Heythemis Ltd. whose registered office is at 27 Old Gloucester Street WC1N 3AX
   London with 15163617 and VAT number – (the “Marketplace” or “We/Us” or “Heythemis Ltd.”).

WHEREAS:

1. The Marketplace operates as a Marketplace for various Vendors of Products and services (sustainable shoes) and provides an online booking platform to promote and sell products/shoes.
2. The Vendor operates the integration model as set out in Appendix 1.

 

1. Definitions and Interpretation

In this Agreement, including the schedules, the following terms shall have the meaning given below, unless the context otherwise requires:

“Affiliates”

shall mean, in relation to a party, its subsidiaries, its holding Vendor and the subsidiaries of such holding Vendor or any subsidiaries of subsidiaries or holding companies;

“Base Commission”

The percentage of the price of Products payable by the Marketplace to The Vendor as agreed between the parties and calculated in accordance with Appendix 1 of this Agreement;

“Base Commission”

The percentage of the price of Products payable by the Marketplace to The Vendor as agreed between the parties and calculated in accordance with Appendix 1 of this Agreement;

“Order”

An order made by a Customer in respect of Products (or related services or products);

“Order Conditions”

The Vendor’s sale conditions (as may be amended from time to time) as made available by the Vendor;

“Booking Platform”

Any system on which Products are described and via which Products can be booked, including but not limited to view data and Internet;

“Commencement Date”

Means the date of execution of this Agreement;

“Contents”

Means the textual, visual or audio content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content such as advertising material, and all other product or service related material Posted by you.

“Customer”

Means a person, firm or Vendor who purchases the Products through The Vendor and the Agent;

“Customer Policy”

Means the standard Terms and Conditions as set out by the Marketplace on the eCommerce and Booking Platform to The Vendor when using the services of the Marketplace.

“Electronic Distribution”

Offering for sale and selling Products through remotely accessed electronic interactive channels and in this definition “remotely accessed” means accessed by potential Customers without them having to visit a physical location and “electronic interactive channels” means the Internet.

“Initial Term”

Means a period of 1 year

“Intellectual Property Rights”

Means any and all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Marketplace Rules and Policies”

All orders made under the agreement will be in accordance with the Marketplace rules and policies in effect at the time the order ns/or sale is made.

“Post”

Means place on or into Our Website any Content or material of any sort by any means

“Products”

Means any item offered for sale by the Vendor on Our Website, whether physical goods or downloads.

“Promotional Material”

Any paper or electronic publication or communication produced by, and in the name of, the Vendor in which any of the Products are described and offered for sale to the general public including but not limited to Marketplace websites;

“Sale contract”

The contract between the Vendor and the Customer for the purchase of the Products;

“Total Selling Price”

The total amount payable by the Customer, inclusive of value added tax, goods and services tax, sales tax (or any other similar tax) in connection with a completed online sale for the Products.

“Vendor”

The Vendor of the Products promoting and selling its products onto the Marketplace.

“Our Website”

Means any website of ours, and includes all web pages controlled by us.

Unless otherwise specified, words importing the singular include the plural, and words importing any gender include every gender and words importing persons include bodies corporate and unincorporated, and in each case vice versa; any reference to “persons” includes natural persons, firms, Vendorships, companies, corporations, associations, and any other entity whether incorporated or unincorporated; unless the context otherwise specifies references in the Agreement to “Clause(s)” are to the clause(s) of this Agreement.

The clause headings shall not affect interpretation.

2. Our Contract

• The relationship between us is solely that:
• In consideration of a fee charged by us, we provide for you an online booking/e-commerce platform as an arm’s length contractor.
• We act as your agent solely in the collection of money paid by your
• The Marketplace and the Vendor are not partners or joint
• If you place a Product for sale on the Website, you do so subject to these
• When you place a Product on the Website, you will be bound to provide all the information required by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
• Although we are not a party to your contract with a buyer introduced to via Our Website, we shall remove your Products from offer if a customer or Our Website visitor has a valid complaint against you.
• We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.
• Subject to this agreement and to the procedures set out on Our Website, you may enter a Product for sale through Our Website.

3. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“the Regulations”)

• You authorise us to take any action that may reasonably be required from time to time, to protect your interests and ours in connection with a breach or possible breach of the Regulations.
• Because we are not your agents except to market your Products and take payment, all your obligations under the Regulations must be fulfilled by you. That means the information you provide to us by entry or upload into Our Website must be clear, sufficient and complete, to comply with the
• On Our Website, we will provide a route to allow a customer to deal directly with you. That will include options relating to delivery and cancellation of his
• We will also provide regulatory information relating to returns and We expect you to comply with those terms unless the Product you sell, or your business model, requires different terms. The terms on Our Website will be communicated only as information to the buyer and not as contract terms.
• Because every reference to a Product of yours, made by you or by us, may be treated by a consumer as contractual, you agree:
• to make clear any contractual term in content you place on Our Website, which may be different from any term on Our Website.
• That no content on your website will contradict content you place on Our Website.

4. Your Product placement

You agree that you will:

• Not place any Product for sale which is not of merchantable quality or which requires for its setup or use a level of technical expertise which is not fully explained to a customer before purchase.
• Immediately to remove from sale on Our Website any Product which for any reason, you are unable to supply.
• Not replace any Product we remove from offer for sale.

5. Delivery

• Deliveries of hard copy and physical Products will be made from your premises, by post or by a carrier instructed by you subject to the contract between you and your customer.
• You will notify both the customer and Heythemis.com by email on the date of sending, that the Product has been despatched and of the expected delivery
• If at any time, any customer notifies you of non-delivery within the time scale offered by you on Our Website, you will investigate immediately and tell the customer that you are doing so, what you are doing, and when you expect to be able to deliver the Product.
• In the absence of information to the contrary, you agree to despatch a Product within 2 wroking days of notification of order by us, by a method likely to reach the buyer within a further 14 days.
• If it is apparent that a customer has not received a Product within 21 days of the expected delivery date, you will refund money paid, including any delivery charge. This is a condition of your contract with us because our reputation, as well as yours, is at stake in those circumstances.

6. Products returned

You agree that you will at all times:

• Reply promptly and in any event within two working days to any customer message or other correspondence;
• Comply with the law relating to all aspects of the contract between you and your customer, relating in particular to your obligations to provide full information and accept cancellation and However, you may also offer more favourable terms to your customers as per your own returns and refunds policy set out on your website or otherwise in your terms and conditions.
• When you have an obligation to return money to a customer for any reason, you will do so immediately, as provided by the returns and refunds policy set out on Our Website;
• In the event that a Product ordered is not available, you will immediately tell your customer and refund any money paid;
• Comply with Heythemis.com procedures relating to satisfaction of an order, Products returned and payment, as set out on Our Website from time to time.
• Provide information to us in respect of any claim for non-delivery and any dispute as to payment, so as to enable us to identify the possibility of fraud.

7. The selling procedure

• Heythemis.com is not responsible for the fulfilment of your contract to sell a Product.
• You agree that a contract to sell a Product offered by you is a firm and binding contract as soon as your customer’s payment has been accepted by our payment service provider.
• Subject to discounts and promotions, Products are offered for sale at a fixed price. VAT may be due and will be either included in the price or shown separately. If not shown, it will not be charged.
• All Products may be subject to a delivery charge which will be shown at the pay point. The delivery charge will be fixed by you for each item offered for sale. It may be changed at your Once you have sold a Product, the delivery charge offered by you at the time of purchase cannot be increased.
• Products will be offered for sale and sales made, subject to the terms and conditions applicable to You accept and endorse these terms and agree to comply in all respects with the corresponding obligations of a seller. You may view the buyer’s conditions on Our Website at any time.

• We shall send you a message by email at the time of each sale, providing full information about that sale.
• You agree to provide an adequate stock of any Product placed by you for sale through Our Website and to tell us, through your control panel, if at any time your supply is exhausted.

8.Value added Tax

• Fees and commissions specified on Our Website are exclusive of
• Whether or not you are located in the UK you must provide to us a valid UK VAT registration number, if you are shipping to the UK.
• If you are located in the UK, we will show and retain the amount of VAT due on our charge for our services in addition to the amount of commission due to

OR

• If you are located in the UK, and you provide a valid UK VAT registration number, we will not charge or deduct VAT from sums due to you.
• com has the right to demand additional information about your business so far as it may affect your VAT registration, at any time, from you or from a governmental authority.

9. Our commission and payment to you

• We sell your Product at the price you place on it, subject to these terms and also the requirements we set out on Our Website from time to time.
• Our fees and commissions are payable on You irrevocably authorise us to deduct them from sums paid to us by your buyer.
• Our Website selling system is an automated system which can be followed by you through a “control panel”.
• The proportion of each sale receipt retained by us is as agreed by us in Writing

OR

• The proportion of each sale receipt retained by us is as set out elsewhere on Our Website.
• Where our commission is based on a percentage of the sale price, you may not artificially inflate the delivery charge and reduce the price of the Product in order to reduce our commission. If we believe that you do so, we may immediately cease to deal with you.
• We will pay you within 14 days of confirmed despatch of order
• If you have a bank account located in the UK, we will transfer money via the Internet, in full.
• We will send you an invoice for our charges.
• If we do or could earn interest on any cash balance in our control for the period between payment by a customer and our accounting to you, we are free to keep that interest and have no obligation to account for it to you.
• If an action by a buyer results in a charge back to our account, you agree that we may deduct the sum charged back together with any fee paid to our service provider and bank, from any sum due to you, at or after that time.
• If you or we accept any cancellation and consequently refund money to a customer, we are not obliged to repay commission to you.
• If in our discretion we believe that your performance as a seller results in a significant number of charges back and / or buyer disputes or if we believe you are in breach of this agreement, we are free to hold back payments to you until we are satisfied that disputes have been settled and / or breach rectified.

10. Advertising your Product

If you accept our offer to advertise market or promote your Product, the following conditions apply:

• We may use the services of a specialist Internet marketing business associated with Heythemis.com
• Without prior consent of the other; neither we nor you will contract with any other person or company for specialist services. Here your obligation is limited to the extent of the price charged and due to
• The price charged to you will include all payments we make to others
• The cost of work ordered by you is payable in full, in advance. If you so request us, by indication on Our Website, we will deduct the cost from your
• We give no guarantee as to the success of any advertising placed
• We shall receive no secret commission on advertising services. But note that the service supplier is associated with us.

11. Your Product warranties

• You warrant that any Product you place on Our Website for sale:
  • Is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;
  • Does not offend against the law of any country whose citizens might purchase it;
  • is not intended primarily to advertise any business, except your business.
• You warrant that you own the copyright of any Content you place on Our Website for sale, or that you have the permission of the copyright owner:
  • To enter or upload that Content;
  • To receive the net proceeds of such sales as arise;

12. How we handle your Content

• If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control over who sees it or what anyone does with it.
• Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
• You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
• You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
• Please notify us of any security breach or unauthorised use of your account.

13. Restrictions on what you may Post to Our Website

We invite you to Post Content to Our Website for [marketing your products and services and in other ways]. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law.

We do not undertake to moderate or check any item Posted.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

• be unlawful, or tend to incite another person to commit a crime;
• be obscene, offensive, threatening, violent, malicious or defamatory;
• be sexually explicit or pornographic;
• be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
• use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement;

14. Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.

In addition to the restrictions set out above, a Posting must not contain:

• hyperlinks, other than those specifically authorised by us, as explained on Our Website;
• keywords or words repeated, which are irrelevant to the Content Posted.
• the name, logo or trademark of any organisation other than yours.
• inaccurate, false, or misleading information;

15. Security of Our Website

If you violate Our Website we shall take legal action against you.

You now agree that you will not, and will not allow any other person to:

• modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
• link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
• download any part of Our Website, without our express written consent;
• collect or use any product listings, descriptions, or prices;
• collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
• aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
• share with a third party any login credentials to Our Website;

16. Copyright and other intellectual property rights

• All content on Our Website, is the property of either us or our affiliates or suppliers of products for sale. It is all protected by international copyright laws
• You may not copy, modify, publish, transmit, create derivative works from, or in any way exploit any of the content, except as is expressly permitted in this agreement or with our written consent.
• For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.

17.  Interruption to the Service

• We give no warranty that the Service will be satisfactory to you.
• We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
• You acknowledge that our Service may also be interrupted for reasons beyond our control.
• You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to our Service.

18. Our disclaimers

• We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill, or wasted expenditure) or any other indirect or consequential loss whatsoever.
• We are not liable in any circumstances for damages resulting from loss of use, loss of data, or loss of revenues or profits, whether in an action of contract, negligence, or otherwise, arising out of or in connection with your use of Our Website.
• Our Website and Services are provided “as is”. As to Our Website and Services, we make no representation or warranty of any kind, express or implied, including, without limitations, warranties:
  • as to fitness of Our Website and Service for a particular purpose;
  • as to availability and accessibility, without interruption, or without error;
  • any obligation, liability, or remedy in tort whether or not arising from our negligence.
• You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.

19. Your indemnity to us

• You agree to indemnify us against all loss and expense, including legal fees and management time related in any way to:
  • a claim by any person in respect of any Product;
• protecting the reputation of our business by making a payment to a customer of yours in circumstances where you have failed to make that repayment or otherwise comply with your contract with that customer.
• any cost to us arising from a decision by us to comply as your agent, with any obligation of yours, whether or not we have your permission, arising out of any regulation or law, including:
  • the deletion or amendment of any text or other content you have placed on Our Website;
  • any payment we make on an ex gratia basis, arising from a contract between you and a buyer;
• a claim or assessment or order to pay tax based on any sum paid by us.
• legal or other fees we incur in defending a claim or the imposition of a fine or penalty;
• our management time in dealing with any failure or alleged failure by you to comply with any relevant regulation or law.

20. Data Protection Act 2018 Compliance

• Your own personal data will be held and processed by us in the ways set out in our privacy policy at www.heythemis.com and in Appendix titled Schedule: Data Protection Act 2018 Compliance.
• Insofar as we process personal and other data of the buyers or other person with whom you interact in the course of your business following terms apply:
  • to satisfy your legal obligations and ours, we will agree to comply with the provisions of the Schedule.
  • those obligations shall continue to apply after expiry or termination of this agreement for any reason.

Assignment of Rights

Neither party may assign any of its rights or obligations in relation to this Agreement to a third party without the prior written consent of the other. Notwithstanding the above, we, the Marketplace, may assign its rights or obligations hereunder to any Affiliate

Publicity

Neither party shall make the terms of this Agreement public without the prior written consent of the other. The terms of this Agreement and the information exchanged by the parties are to remain confidential and are subject to the terms of the Non-Disclosure Agreement signed between the Parties, save to the extent agreed between the parties or save to the extent that disclosure is required by law.

Term and Termination

• This Agreement shall remain in force from the Commencement Date and for the duration of the Initial Term and will automatically renew for an additional 12 months (“Renewal Term”), in the absence of written notice of cancellation by either Party, received by the other Party with at least 90 days prior written notice.
• Either party may terminate the Agreement, without prejudice to its other rights and remedies, with immediate effect by written notice to the other party if the other party:
  • commits a breach of any of its obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied;
  • becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium or there occurs in relation to that party, any event which is analogous to any of the events referred to in this clause 16.2.2 in any part of the world;
  • being a sole trader, dies or a bankruptcy petition is presented, or there occurs in relation to that party any event which is analogous to such a bankruptcy event in any part of the world; or
• We, the Marketplace may terminate this Agreement, without prejudice to its other rights and remedies, with immediate effect by written notice to you, the Vendor if you, as the Vendor undergoes a change of control.
• The termination of the Agreement is without prejudice to any obligation of either party expressed to continue after termination.

Enforceability

Should any part, term or provision of this Agreement be declared by any court to be or be accepted by the parties as being in conflict with the law or unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected thereby. In such a case the offending part, term or provision shall be deemed not to be part of this Agreement and any resulting necessary consequential amendments shall be deemed to be incorporated herein.

Waiver

The failure of either party in one or more instances to insist on strict performance of one or more terms hereof or to exercise any right or remedy shall not be construed as a waiver of any future breach of any terms or the right to enforce the same.

Anti-bribery, Trade Restrictions and Business Ethics

• We, the Marketplace, take a zero tolerance approach to breaches of international norms for trade, including bribery and corruption prevention legislation and applicable restrictions on trade, funds flow and terrorism financing. As the Vendor, you warrant that you do and shall comply with, and your Associated Parties do and shall comply with all national, supranational and international legislation and related procedures, restrictions and sanctions regarding bribery, corruption, corporate crime, international trade, funds flow and terrorism financing to which you as the Vendor and/or us as the Marketplace may be subject from time to You shall provide supporting evidence of such compliance as we, the Marketplace, shall reasonably request. Violation of this paragraph by you as the Vendor shall be a material breach of this Agreement and may result in the immediate termination of the contract and/or legal action.
• As the Vendor, you warrant that to the best of your knowledge, neither you nor your Associated Parties have been convicted of, or have been or are subject of any investigation by any governmental, administrative or regulatory body regarding offence involving bribery or corruption regarding, fraud or dishonesty.

As the Vendor, you represent, warrant and undertake that you do and will comply in all respects with all applicable Sanctions that you or us as the Marketplace are subject to.

Entire Agreement

The Agreement constitutes the whole agreement and understanding of The Vendor and the Marketplace and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement.

Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.