These terms and conditions (we refer to them as the “Terms”) and the other documents that we refer to below together set out the legally binding agreement (we refer to this as the “Agreement”) between you (“you”), when you sell goods or digital content via the Site, and Greener Guest Limited (“we”, “us”).
It is important that you read and understand these Terms before agreeing to them.
1.1) We may update the Agreement (including the Charges) from time to time. We will notify you by email of any proposed changes. Except in the limited situations described in Clause 1.3 below, the proposed changes will not apply until at least 15 (fifteen) days from the date on which we notify you about them (and we will set out the date that the changes will apply from in the relevant notification). If a proposed change(s) means that you then need to make technical or commercial adjustments in order to comply with it, we will always give you a longer notice period before the change(s) apply.
1.2) Whenever we notify you of a proposed change to the Agreement, you will have the right to terminate the Agreement before expiry of the applicable notice period. If you do wish to terminate and let us know during that period, termination will then take effect 15 (fifteen) days from your receipt of the notification. You may also choose to give up your right to terminate by either letting us know in writing, or by taking a clear affirmative action. For example, submitting new Products during the notice period will be considered by us as clear affirmative action that you wish to give up your termination right, except though where the notice period is longer because the changes to the Agreement require you to make significant technical or commercial adjustments. Please see Clause 2.4 below for more information on the effects of termination.
1.3) The minimum 15 (fifteen) day notice period in Paragraph 1.1 above will not apply though where:
1.3.1) we are subject to a legal or regulatory obligation which requires us to change the Agreement in a way which does not allow us to give you that length of notice period; and
1.3.2) we need to change the Agreement to address an unforeseen and imminent danger that relates to defending the Service, the Site, Customers or Sellers from fraud, malware, spam, data breaches or other cybersecurity risks.
2. Term and Termination
2.1) The Agreement applies throughout the period of our provision of the Service to you (we refer to this period as the “Term”). The Term will start after:
2.1.1) we have received from you an Application Form completed to our satisfaction, and the documents outlined in Clause 4.1.2; and
2.1.2) we have notified you in writing of our acceptance of your Application Form and the documents outlined in Clause 4.1.2. It will be entirely at our discretion whether we accept your Application Form.
The Term will continue until terminated as set out below:
Mutual right to terminate. We both have the right to terminate the Agreement by simply giving the other party at least 30 (thirty) days’ written notice.
2.2) Restriction, suspension or termination by us. We may restrict, suspend or terminate our provision of the Service (or any part of it), or terminate the Agreement if:
2.2.1) you significantly breach the Agreement (including a significant breach of any of the Policies);
2.2.2) we have the right to as set out in the rest of the Agreement, and we validly exercise that right;
2.2.3) you fail to pay any Charges payable to us within 7 (seven) Working Days of their due date for payment;
2.2.4) if you don’t have enough money to pay your debts when they fall due, or you enter into a legal process or an arrangement relating to being unable to pay your debts;
2.2.5) in our sole discretion, we determine that your eligibility or suitability to be listed on the Site, or to receive the Service, changes.
2.3) Exercising our right to restrict, suspend or terminate.
2.3.1) If we restrict or suspend our provision of the Service (or any part of it), we will provide you with a clear explanation of our reasons for doing so (including referencing any specific relevant facts and circumstances, along with the applicable grounds we’re relying on to do so) by email on or before the date on which the restriction or suspension becomes effective, in order to give you the opportunity to clarify the facts and circumstances.
2.3.2) If we terminate the provision of the Service to you or the Agreement, we will provide you with a statement setting out our reasons for that decision (including referencing any specific relevant facts and circumstances, along with the applicable grounds we’re relying on to do so) by email at least 30 (thirty) days’ before termination takes effect, except where:
- we are obliged by a legal or regulatory obligation to terminate the provision of the Service or the Agreement; or
- you have repeatedly infringed your obligations under the Agreement, in which case we will provide you reasonable notice in the circumstances (if we can) and the statement of reasons for that decision by email as soon as reasonably possible).
You may clarify the facts that led to any restriction, suspension or termination by contacting us at [email protected].
2.4) What happens when the Service or Agreement is suspended or terminated.
If the Service or our Agreement is suspended or terminated:
2.4.1) you must pay us all Charges due up to and including the date of suspension or termination;
2.4.2) you will remain liable to pay any outstanding refunds to Customers and associated Refund Fees (as detailed below) following suspension or termination;
2.4.3) we will not keep copies of any information provided or generated by you following termination of the Agreement. If you need access to information you have generated, you are responsible for keeping your own copies and we suggest that you should download such information during any notice period prior to suspension or termination;
2.4.4) where the Service is terminated, you will continue to have access to the CMS for 30 days in order to pay any outstanding Charges and download information in accordance with Clause 2.4.3 above; and
2.4.5) termination of this Agreement doesn’t affect any of our or your rights or liabilities, and doesn’t affect any provision set out in the Agreement which is expressly or by implication intended to come into force or continue in force after termination.
3. The Service Provided by Us
3.1) Following the start of the Term, we will:
3.1.1) provide you with a password so that you can set up your Marketplace Account and load and manage your Products;
3.1.2) provide the Service with reasonable skill and care; and
3.1.3) use reasonable efforts to restore any faults in the Service as soon as reasonably possible. As you will appreciate, the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside of our control, and that it is technically impossible to provide the Service entirely free of fault at all times.
3.2) We reserve the right to revise or alter the Service. Any variation in the Service will be subject to these Terms.
3.3) The Site provides a platform to allow you to offer and sell your Products directly to Customers. In doing so, you authorise and appoint us as your commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between you and Customers via our Service and we accept this appointment in accordance with these Terms. As part of this process:
3.3.1) any contract to sell and buy Products is made only between you and the Customer concerned and we are not a party to any such contract;
3.3.2) we facilitate the negotiation of the sale of Products between you and Customers through the use of the CMS and e-mail communication services operated and managed by us, together with our Service, which contribute to increasing your goodwill, promote your Products and generally encourage Customers to place orders with you; and
3.3.3) products offered for sale through the Site are neither owned by us nor come into our possession at any time.
4. Your Obligations - What you promise
4.1) YOUR ACCOUNT
You promise that:
4.1.1) your business is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader);
4.1.2) where your business is established as a limited or public limited company, you are listed as a director by the relevant Registrar of Companies in your country (e.g. Companies House in the UK) and all other information held on the Register reflects the information you provide to us (e.g. company registration number, director(s) name(s), trading address, company name);
4.1.3) if you wish to sell products via our Site for delivery to the EU, that you have a valid VAT registration within the European Economic Area and if you wish to sell products via our Site for delivery to the UK, that you have a valid VAT registration in the UK;
4.1.4) you are at least 18 years old.
4.2.1) You agree to:
- establish and maintain access to the internet at your own cost, through use of a computer or other access device;
- ensure that at all times all computer hardware and software you use to access and interoperate with the Site is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and
- ensure that all information you supply electronically to us and to the Site is submitted free from viruses.
We have no responsibility for the provision, support and maintenance of any of your hardware or software used to provide you with access to the internet or the Site, or any related hardware or software (including any IP router, proxy server, firewall or anti-Virus software), the responsibility for which will remain exclusively with you.
- are 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 account (which includes changing passwords on a regular basis);
- will take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
- will inform us 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;
- will inform us immediately if you forget or lose a password and must satisfy such security checks as we may operate in order to obtain a new password; and
- will ensure that the CMS and its content remains entirely confidential, and that no other person beside those in your employment has sight of the CMS or any of its content.
4.3.2) We reserve the right:
- to suspend access to the Service if at any time we consider that there is or is likely to be a breach of security, in which event we will notify you of any steps to be taken by you as soon as possible; and
- to require you to change (or to ourselves change, and then notify you) any or all of the passwords used by you in connection with the provision of the Service and access to the account, in which event we will notify you of the requirement to change passwords and any further steps to be taken by you as soon as possible.
4.4) YOUR PRODUCT LISTINGS
4.4.1) We have absolute discretion as to:
- the look, feel and content of the Site (including all Products);
- the inclusion, positioning, content, location and all other presentation of Seller Information (including in our sole discretion the right to remove any Seller Information from the Site at any time during the Term); and
- the Product set live on the Site (including in our sole discretion the right to remove any Product from the Site in line with one or more of our Policies, or not allow a Product to be set live for sale on the Site).
4.4.2) You agree at all times to comply with all Policies as updated by us from time to time.
4.4.3) Although you may request Customer Feedback in good faith, you agree not to review, nor engage any third party to review products appearing on your Products. This prohibition includes, without limitation, paying for reviews or any other means of artificially increasing.
4.4.4) Any transfer of account ownership (including any transfer of ownership of your business e.g. a sale of more than 50% of the shares in your business or a sale of substantially all the assets of your business) must be agreed with us in writing at least 30 days beforehand, and you agree to provide us with the information set out in Clause 4.1.2 above in relation to the new Seller or new owner of your business. We will suspend the account while we verify the new Seller’s or new owner’s details, which shall include checking their eligibility and suitability to be listed on the Site. Where applicable, we will only provide access to the Service to a new Seller once they have agreed to enter into an agreement incorporating these Terms. The account will be suspended until all payments owed to you, the outgoing Seller, have been cleared. If protocol is not followed, we retain the right to suspend an account until new ownership has been verified and identification provided. We reserve the right to terminate our agreement if, in our sole discretion, we determine that the change of ownership of the account or of your business renders your account or business no longer eligible or suitable to be listed on the Site. We will comply with the provisions of Clause 2.3 where this applies.
4.4.5) When you close your account:
- we agree to ensure that that all payments we determine to be owing to you have been paid before closing your account; and
- you agree to ensure that negative balances are paid to us in full prior to closing your account and agree to remain liable to pay any valid requests for refunds and associated Refund Fees which are received following such closure.
4.4.6) If your account goes into a negative balance, you agree:
- to pay the outstanding balance to us within 7 (seven) days of going into negative balance. If the debt is not settled within 7 (seven) days of going into negative balance, we may terminate our Agreement with you and we may instruct a third party to collect the debt;
- that we may withhold future payments to offset against the outstanding debt or pay at a later date once the debt has been settled, whichever arises first;
- that we may, where you have multiple accounts with us, offset the sums due from you to us against payments due by us to you in relation to those other accounts, pursuant to Clause 14.A.v.c;
- that, we retain the right to suspend your account immediately if your account goes into a negative balance. Your account will not be reactivated until your negative balance has been paid, or we have reached an agreement with you in writing for its repayment.
4.5) QUALITY OF PRESENTATION
4.5.1) You agree to:
- ensure that your Products maintain a high standard of presentation and at all times accords with any applicable guidelines notified to you from time to time by us, including in relation to the form and content of copy and product imagery;
- comply with reasonable instructions from us concerning your Products.
4.5.2) Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. We reserve the right to de-activate your account until standards have been improved.
4.6) SELLER AND PRODUCT INFORMATION
4.6.1) You agree to ensure that all Seller Information provided about you and the Products on your Products is and remains true, accurate, current and complete.
4.6.2) Without undermining your obligation to comply with any Policies, you commit to ensure that none of your Seller Information nor any of your activities or use of the Site, will:
- be false, inaccurate or misleading;
- be offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;
- be in breach of any applicable law or regulation;
- adversely affect our reputation or the Greener Guest brand;
- create, or be likely to create, liability for us or cause us to lose (in whole or in part) the services of our internet service or other suppliers;
- contain any Virus; and
- cause the Site or the CMS or their functionality to be interrupted, damaged or impaired in any way.
4.6.3) You agree to:
- where applicable, state clearly on the relevant Product page that a Product is a personalised or specially-made Product, and/or that such Product requires Customer approval of proof prior to its production by you, and will display the relevant corresponding delivery times;
- if a Product is a Non-Cancellable Product, state clearly on the relevant Product page that such product cannot be cancelled by the Customer; and
- display your expected delivery times and postage and packing costs on the appropriate areas of your Product listings.
4.6.4) Unless with Our prior written consent, you will not include on the CMS, any other place on the Site or in any other means of communication with the Customer:
- any direct or indirect link to other websites including your own website;
- your email address; or
- any other means by which a Customer could communicate directly with you, other than through Greener Guest.
You may amend and update information about your Products displayed on the Site and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies.
4.7) STOCK INFORMATION
4.7.1) You agree to accurately display stock availability for all Products and to update such stock availability regularly using the ‘out of stock’ and ‘is available’ options on the CMS.
4.7.2) Where new stock for ‘out of stock’ Products is due to be available to the Customer within four weeks, you must state on your Marketplace Account the date on which you expect that stock to become available.
4.7.3) Once the final piece of stock of any Product has been sold and will no longer be available, you must mark that item as discontinued on your Marketplace Account.
4.7.4) You agree to remove Products from your Marketplace Account that are awaiting stock for prolonged periods (four weeks or more) until they become available again.
4.7.5) If a Customer places an order for an item which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, then we may charge you the Single Commission Fee on that order.
4.8.1) Your prices must be fully inclusive of any additional charges. The only exceptions to this are:
- shipping, which, if such charges apply, you must show these separately;
- you agree to set the VAT rates at the level which is currently in force with respect to your Products. Where the reverse charge principle applies, you will clearly state this on your customer invoice.
4.8.2) You are solely responsible for ensuring that you fully comply with current VAT regulations and accounting for VAT correctly.
4.8.3) You have complete discretion over how you wish to price your Products.
4.9) PRODUCT LISTING AND CATEGORISATION
4.9.1) You agree to upload your Product range and work cooperatively with our production team so that we are able to set your Products live on the Site within three (3) months of your acceptance to our site.
4.9.2) If you fail to comply with Clause 4.9.1, we may suspend your membership and charge you a Re-activation Fee as detailed in Clause 14.7 of these Terms, or such other amount as may be notified to you from time to time. We will retain sole discretion as to whether to accept your request for re-activation.
4.9.3) The Service allows you to offer your Products on the Site as part of an ‘always on’ detailed electronic online catalogue containing categories and sub-categories, so that you may display each Product in the single most appropriate category, and with Product information, pictures and promotions uploaded by you.
4.9.4) You may apply for a Product to be featured in one or more online catalogue categories, and we will retain absolute discretion as to which category is the most appropriate for a given Product.
4.9.5) Subject to sub-clause 4.9.4. of this paragraph, a Product will be featured in no more than one category.
4.9.6) We may, in our absolute discretion and where relevant and appropriate, select a Product for inclusion in a second category.
4.9.7) You will ensure that a single Product may appear only once on your Seller Dashboard. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such.
4.9.8) You will ensure that each of your Product listings contains all the information required by a Customer to make a purchase, and that such information is wholly accurate. ‘Dummy’ box filling to circumnavigate required fields is not permitted.
4.9.9) You will not use keyword spamming (the use or placement of inappropriate keywords in a title or description to gain attention or divert users to another page) or similar techniques in Product listings.
4.9.10) Subject to paragraph 4.10 of this clause, if you wish to promote the same Product(s) on the Site as another Seller, it will be solely yours and the relevant Sellers’ responsibility to resolve between yourselves any conflict, whether with regard to Intellectual Property Rights or otherwise, that arises in this respect. We will have no liability for any such scenario or any issues arising from it.
4.10) COMPLIANCE WITH OUR INSTRUCTIONS AND LAWS
4.10.1) You agree to comply at all times with our reasonable instructions and all applicable laws and regulations including:
- UK and EU competition laws;
- all product safety and product marking laws and regulations, and Trading Standards requirements in respect of the manufacture, packaging, marking, certification (including, without limitation, CE marking) and delivery of the Products you sell;
- all applicable modern slavery legislation;
- all applicable bribery legislation.
4.10.2) In relation to your obligations under the UK and EU competition laws, you agree not to exchange (or attempt to exchange) any commercially sensitive information, including information on any current or future commercial strategies, costs and/or pricing, with any other Seller.
4.10.3) In relation to compliance with all applicable bribery legislation, you agree to:
- not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the UK bribery legislation if such activity, practice or conduct had been carried out in the UK;
- maintain in place throughout the Term (and enforce where appropriate) your own policies and procedures to ensure compliance with the UK bribery legislation;
- promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of these Terms; and
- ensure that you impose written terms on any sub-contractor connected with the matters arising under these Terms which are at least equivalent to those imposed on you in this paragraph 4.10.
4.10.4) Where required by applicable laws and regulations, appropriate instructions will be included with the Product to ensure the safe use of the Products.
4.10.5) You agree to inform us as soon as possible upon becoming aware of any claim against us or you arising out of or in connection with any defect in your Products, or any failure by you to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.
4.10.6) You will compensate us in full for any and all liabilities, costs, expenses, fines, damages and losses (including any losses that are foreseeable, as explained below) we incur in connection with any claim envisaged under this Paragraph 10 or paid or agreed to be paid by us in settlement of the claim and all legal or other expenses incurred by us in or about the defence or settlement of the claim. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was entered into, both parties knew it might happen, for example, if you discussed it with us during on-boarding. We will notify you in writing as soon as possible after becoming aware of the claim.
4.10.7) You agree to maintain at all times, at your own expense and with reputable insurers appropriate insurance in relation to your business. You will agree to, upon written request from us, provide us with any information we reasonably require concerning the scope of your insurance together with any relevant certificates confirming that it is in place.
4.10.8) You agree to comply with our reasonable instructions relating to any product recall and in any event we reserve the right to take immediate and exclusive conduct of the product recall on notice to you, in which case you will give us such assistance as we may reasonably require.
4.10.9) You will maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.
4.11) SUSPENSION OF SERVICE
We may immediately suspend or terminate your subscription and use of the Service in the event we reasonably believe or suspect that any Seller Information does not comply with the provisions of this clause.
5. Where you Make your Products Available
If you choose to mark a Product as “Exclusive” through the Site, that Product will, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an Exclusive basis, as defined in Clause 18 ‘Definitions’ of these Terms.
6. Orders and your Relationship with the Customer
6.1) THE CONTRACT OF SALE
6.1.1) You acknowledge and agree that following acceptance of an order through the CMS, such an acceptance is also deemed to be an irreversible instruction to us to conclude a contract of sale between the Seller and the Customer, which once given you cannot go back on. The contract of sale between you and us is concluded when we (acting as your commercial agent) send an order confirmation email to the Customer, and we have no responsibility for the performance of any such contract.
6.1.2) You acknowledge and agree that the terms and conditions relating to any such contract will comprise the Customer Terms, the email confirmation relating to the Customer’s order and the applicable details on the relevant Product page. You agree to be bound by all such provisions.
6.2) PROCESSING CUSTOMER ORDERS
6.1.1) We will notify you by email of any order awaiting your acceptance. You acknowledge that we do not promise the reliability of email communications and you must check the CMS daily for alerts of new orders.
6.1.2) Following receipt of such notification you agree to, within a maximum of two (2) Working Days, and as a matter of best practice within twenty four (24) hours, confirm your acceptance or rejection of each and every order, using the CMS, and provide an estimated dispatch date. You will use your best efforts to accept every order.
6.1.3) Following acceptance of an order through the CMS, you agree to:
- fulfil the Customer order as soon as reasonably possible;
- confirm to the Customer the time and method of dispatch;
- dispatch the Customer order to ensure that it reaches the Customer within the timelines advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;
- notify the Customer promptly through the CMS at each of the following stages:
- receipt of order notification, with an estimated dispatch date;
- dispatch of an order with an expected delivery date;
- any enquiries relating to the order;
- receipt of an item that has been returned to you; and
- processing of an exchange or refund.
- You agree to include with all orders the appropriate Greener Guest co-branded dispatch letter, and such additional documentation or material as may be required and/or provided by us.
6.3) COMMUNICATION WITH CUSTOMERS
6.3.1) You agree to ensure that any and all correspondence with any Customer will:
- be solely for the purposes of processing and/or progressing a Customer order;
- be via the CMS or, if that is not possible, then at all times include a reference to us;
- not include any reference to your own website, email address, other correspondence address or any other promotion of services outside those offered through or by us.
6.3.2) The obligations under Clause 6.3.a will include any material included with the dispatch of a Customer’s order. We will make relevant materials available to purchase on the CMS to help you to fulfil this obligation.
6.3.3) Any breach of these Clauses 6.3.a or 6.3.b will constitute a significant breach of these Terms for the purposes of Clause 1.2 and, further, may constitute a breach of Data Protection Legislation.
6.3.4) You agree to respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Working Day, and to advise us of any escalated unresolved Customer enquiries as soon as possible.
7. Returns, Changes and Refunds
Following receipt of a request for a refund or return by a Customer (directly or via the Cancellation Form), you agree to initiate the refund directly in accordance with the Returns & Refunds Procedures, as displayed on the Site from time to time, and in accordance with the Returns and Refunds Policy.
8. Your Use of the CMS
8.1) You agree not to:
- use the CMS or Site beyond the scope of use set out in these Terms;
- access the CMS unlawfully, modify or make derivative works based on the CMS nor attempt to reverse engineer or access the CMS with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the CMS. You acknowledge that damages may not provide an adequate remedy for breach of this clause and that we will be entitled to seek other legal remedies to prevent the occurrence or continuance of any alleged breach of this clause.
8.2) You agree that the Intellectual Property Rights in the CMS are owned exclusively by us and nothing in the Terms will be deemed to confer any rights in the CMS to you.
9. Your Behaviour and Conduct
You agree to conduct yourself at all times in your relations with us and our staff, Customers and other Sellers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any public or private channel be tolerated and we reserve the right to immediately suspend your account and/or terminate the Agreement in the event of any breach by you of this clause.
10. Intellectual Property Rights
10.1) OUR INTELLECTUAL PROPERTY RIGHTS
10.1.1) You recognise that the Intellectual Property Rights in the Greener Guest name, logo or branding are owned entirely by us, and agrees that you may only use the Greener Guest name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Terms or with our prior written consent.
10.1.2) All Intellectual Property Rights in the Service and in any Software and/or Documentation are and will remain our absolute property, or the property of our licensors as appropriate.
10.1.3) Any Intellectual Property Rights created by us in the course of the performance of these Terms or otherwise in the provision of the Service will remain our property.
10.1.4) We grant you permission for the duration of the Term only to use any Software or Documentation for the sole purpose of accessing and using the Service. This permission doesn’t prevent us or any other third parties we chose to grant permission to from using the Software or Documentation. You cannot transfer this permission to anyone else and we can terminate our permission at any time. Nothing in these Terms will be deemed to have given you permission or any other right to use any of our other Intellectual Property Rights.
10.1.5) Where photographs or images of your Products are produced by us or our agents, any such images may not be used by you for any purpose other than for display on the Site or in printed material produced by us. We reserve the right to charge you a licence fee in respect of any use of such photographs or images in contravention of this clause.
10.1.6) You may not bid on the Site name, our brand or brand name, or variations of them, on Google or any other search engines.
10.2) INTELLECTUAL PROPERTY RIGHTS IN AND RELATING TO YOUR PRODUCTS
10.2.1) You promise that:
- you are the legal owner of all of the Intellectual Property Rights in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that you provide or upload to the Site, and/or that you possess a valid permission to use any and all such Intellectual Property Rights;
- the making of Products available for sale on the Site, and consequent use of your Intellectual Property Rights by us as referred to in sub-clause 10.2.2 will not infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such Intellectual Property Rights; and
- all items offered for sale by you are not replica or design copies of any other brand, designer or manufacturer.
10.2.2) You permit us to access and use any content, including photos that appear on your Product Listings or in any other promotional material in our own editorial content or promotional activity relating to us, you, your business and Products.
10.2.3) You agree to compensate us in full for any and all damages, liabilities, costs, expenses and/or losses resulting from any breach of sub-clause 10.2.1 in respect of any claim that the normal operation, possession or use of those Intellectual Property Rights by us infringes a third party’s rights (“Intellectual Property Rights Infringement Claim”).
10.2.4) In the event of an Intellectual Property Rights Infringement Claim you will immediately make without any charge to us such alterations, modifications or adjustments to the Intellectual Property Rights as will be necessary to make them non-infringing.
10.2.5) We will notify you as soon as possible if we become aware of any Intellectual Property Rights Infringement Claim by a third party.
10.2.6) We will be entitled to take sole conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim and may settle or compromise such claim or action at our sole discretion. You agree to give us such assistance as we will reasonably require in respect of the conduct of such defence including with all court procedures and the provision of all relevant documents.
10.2.7) At our request, you agree to take the conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim. You agree not to, at any time, admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon our express written instructions.
10.3) USE OF YOUR INFORMATION
You grant to us permission to use, license, disclose and distribute any information (including Seller Information), data, comments or images provided by you to us for any purpose (including disclosing information to third party service providers so that they can contact you directly about their products and/or services). This permission is an ongoing permission that you cannot revoke or charge us money for and we can exercise this permission throughout the world. You agree that you have now given up your rights to be acknowledged as the author of your Seller Information and to object to the use, in whatever form, of your Seller Information by us.
10.4) SURVIVAL OF TERMINATION
This Clause 10 will survive termination or expiry of these Terms regardless of how they come to an end.
11. Data Protection
11.1) We will both comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, yours or our obligations under the Data Protection Legislation.
11.2) We both acknowledge that for the purposes of the Data Protection Legislation, we are the data controller and you are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). You will process such Personal Data relating to a Customer as may be shared with you via the CMS when such Customer purchases a Product from you through the Site. You will carry out processing of Personal Data of such Customer solely to the extent, and for such period, as is necessary for the purposes of fulfilling the relevant order of the Product by the Customer.
11.3) Without affecting the general position set out in Paragraph 11.1, we will ensure that we have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to you for the duration and purposes of this Agreement.
11.4) Without affecting the general position set out in Paragraph 11.1 of this clause, you will, in relation to any Personal Data processed in connection with the performance by you of your obligations under this Agreement:
- process that Personal Data only on our written instructions unless you are required by the laws of any member of the European Union or by the laws of the European Union applicable to you to process Personal Data (referred to below as “Applicable Laws”). Where you are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, you will promptly notify us of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit you from notifying us;
- ensure that you have in place appropriate technical and organisational measures, reviewed and approved by us, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, processing that Personal Data in a manner so that it can no longer be attributed to a specific person without the use of additional information and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of your systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures which you adopt);
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
- we or you have provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- you comply with your obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- you comply with our reasonable instructions notified to you in advance with respect to the processing of the Personal Data;
- assist us, at our cost, in responding to any request from a Data Subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- on becoming aware of any Personal Data Breach you agree to:
- notify us as soon as possible, and in any event no later than 72 hours from your establishing that a Personal Data Breach has occurred;
- provide timely information relating to the Personal Data Breach as it becomes known or as is reasonably requested by us; and
- follow our reasonable instructions to promptly take reasonable steps to contain, investigate and mitigate any Personal Data Breach;
- at our written direction, delete or return Personal Data and any copies of the Personal Data to the Customer on termination of the Agreement unless required by Applicable Law to store the Personal Data; and
- maintain complete and accurate records and information to demonstrate your compliance with this Clause 11 and allow for audits by us or our designated auditor.
11.5) We consent to you appointing such third-party processors of Personal Data as are required by you to fulfil your obligations under this Agreement. You confirm that you have entered or (as the case may be) will enter into a written agreement with the third-party processor substantially on that third party’s standard terms of business, provided that such standard terms include terms which are substantially similar to those set out in this Clause 11. You agree to remain fully liable to us for all acts or omissions of any third-party processor appointed by you in relation to this Clause 11, and you will promptly provide to us a list of all such sub-processors upon our written request.
11.6) You agree to compensate us in full for any and all liabilities, costs, expenses, fines, damages and losses (including any foreseeable losses, as explained at Clause 4.10.5 above) we incur in connection with any claim arising out of, this Clause 11 or paid or agreed to be paid by us in settlement of the claim and all legal or other expenses incurred by us in or about the defence or settlement of the claim. We will notify you in writing as soon as possible after becoming aware of the claim. This Clause 11 will survive termination or expiry of these Terms however they come to an end.
12. Data Access
13. Marketing and Promotions
13.1) From time to time we may run promotions on all or part of the Site. Any such promotions will be separate, and in addition to, any promotions operated by you in your Marketplace Account, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the Site. We will, where relevant and applicable to you and/or your Products, inform you of the nature and terms of any promotion and, at our sole discretion:
- we will bear the costs of any such promotion; or
- where we require you to bear the costs of any promotion, you will inform us in writing whether or not you wish to participate in the relevant promotion.
13.2) You will permit, comply and co-operate with all activities undertaken by us to promote, sell or market your Products, in such form and manner as we in our sole discretion deem appropriate, whether directly through the Site or, through any offline publications produced by us, or through websites or offline publications not produced, owned or operated by us.
13.3) There are other ways which you can work with us to market or distribute Products such as through pop-up stores and specific marketing campaigns. We will provide you with more information about these specific opportunities when they arise. Such opportunities will be governed by the terms and conditions set out in the ‘Campaign’ Terms, shared with any participating Seller for each campaign.
14.1.1) You will pay any and all Charges in accordance with the Agreement.
14.1.2) The relevant Charges will be as notified to you and updated by us from time to time in accordance with these Terms.
14.1.3) Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts you will pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.
14.1.4) You will make all payments to us due under the Agreement without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
14.1.5) If any sum due from you to us under the Agreement is not paid on or before the due date for payment, then all sums then owing by you to us will become due and payable immediately and, without prejudice to any other right or remedy available to us, we will be entitled to:
- cancel or suspend our performance of our obligations under the Agreement or any order, including suspending provision of the Service, until arrangements as to payment or credit have been established which are satisfactory to us;
- charge you 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; and
- where you have multiple accounts with us, offset the sums due from you to us against payments due by us to you in relation to those other accounts.
14.2) BREAKDOWN OF THE CHARGES
14.2.1) The Charges comprise, as relevant and applicable:
- the Single Commission Fee;
- the Subscription Fee;
- the Refund Fee; and
- the Currency Conversion Fee.
14.3) SINGLE COMMISSION FEE
14.3.1) The Single Commission Fee payable by you will be as notified to you by us in writing at the time of inviting you to participate in the Site, or as may be amended in accordance with Clause 1 of these Terms.
14.3.2) A Single Commission Fee is payable by you on the value of the total amount payable by a Customer in relation to a Product sold through the Site by you. The Single Commission Fee is calculated as a percentage of the value of a Product, including the delivery charges applying to that Product.
14.3.3) We will refund monies paid and received by us in respect of sold Products that are subsequently returned by the Customer and authorised for refund by you using the designated CMS, subject to your payment of the Refund Fee, set out below.
14.4) SUBSCRIPTION FEES
14.4.1) We reserve the right to charge you a monthly or annual Subscription Fee upon providing you with 30 days’ written notice.
14.5) REFUND FEES
14.5.1) You will pay a Refund Fee to us where the price paid for a Product sold through our Website is refunded to the Customer. The Refund Fee is not refundable under any circumstances.
14.5.2) The Refund Fee is 5% of the total amount refunded, or such other amount as we may notify to you from time to time.
14.6) CURRENCY CONVERSION FEE
14.6.1) If our payment to you as set out in Paragraph 14.7 below involves a currency conversion, it will be completed at a foreign exchange rate determined by a financial institution, which is adjusted regularly based on market conditions and which may be applied immediately and without notice to you. This exchange rate includes a processing fee expressed as 2% above the wholesale exchange rate at which we obtain foreign currency, and the processing fee is retained by us.
14.6.2) The applicable foreign exchange rate is accessible to you at any time via the CMS and we suggest that you check the CMS to keep updated of the exchange rate applicable at any given time.
14.7) HOW PAYMENT IS MADE TO YOU
14.7.1) As part of your appointing us as your commercial agent (as set out in Clause 6.1 of these Terms), you agree that we also act as your exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by you via the Site (or any other sales channel which we may offer to you from time to time).
14.7.2) Both you and we acknowledge and agree that except as otherwise provided in these Terms (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, we, acting as your commercial agent, are neither the buyer nor the seller of the Product(s) and are not a party to the contract of sale of Product(s) between you and the Customer.
14.7.3) Payments for Product(s) will be made directly by a Customer to us (acting as your commercial agent), following you confirming your acceptance of the order to us using your CMS and the relevant transaction being recorded on your designated CMS. You must check the CMS daily for alert of new orders. You agree that the Customer’s obligation to pay you for Product(s) is satisfied when the Customer validly pays us for the applicable Product(s), or where pursuant to paragraph.
14.7.4) Payment for Product(s) by Customers through the Site will be through payment methods made available from time to time, using our current online payment processing system.
14.7.5) We agree to pay you for the relevant transaction less the Single Commission Fee weekly, 15-21 days in arrears following acceptance of an order by you through the CMS. Unless we otherwise agree with you, any payments we make to you will be in the domestic currency of the region where your bank account nominated to receive such payments is held and which may also be subject to the Currency Conversion Fee.
14.7.6) From time to time we may retain a portion of the payment due to you in order to provide for refunds due or expected to be due to a Customer in the ensuing period. If refunds exceed your sales in a particular period, any future payments will be used to clear your negative balance and the difference leftover will be paid when the next payment is due. We have the right to retain a payment for up to 8 weeks, for any refunds expected to be due.
14.7.7) You agree to provide your banking details as are required or requested by us, in order that payment may be processed to you in respect of any Products sold.
14.7.8) You agree to ensure the banking details referred to in sub-clause 14.7.7 are kept up-to-date, and you agree to notify us of any changes on the next Working Day. You agree to be responsible for paying any banking charges or other administrative expenses incurred by us as a result of any inaccuracies in any such information.
15.1) The parties agree that they will keep in confidence any Confidential Information and, except in accordance with these Terms, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, you authorise us (including our employees, agents and contractors) to hold and process Seller Information.
15.2) The obligations of confidentiality under the Terms will not extend to any matter which either party can show:
- is in or has become part of the public domain, other than through a breach of the Terms or other confidentiality obligations;
- was lawfully in the possession of the recipient before the disclosure under the Terms took place;
- was independently disclosed to it by a third party entitled to disclose the same;
- was disclosed in accordance with Clause 10.3; or
- is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
15.3) The obligations of confidentiality under the Terms will remain in effect for two (2) years after the termination or expiry of the Terms, however they come to an end.
16. Exclusion and Limitation of Liability - PLEASE READ THIS SECTION CAREFULLY
16.1) Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
16.2) Subject to Paragraph 16.1 of this clause, our total liability to you if we fail to comply with the Agreement will be limited in aggregate to a maximum of £10,000.
16.3) Subject to Paragraph 16.1 of this clause, we will not be liable to you for any loss of profit or other economic loss, foreseeable losses (as explained at Clause 4.7.5 above), costs, expenses or other claims for foreseeable compensation or loss or damage that arise in connection with the Terms, or for any liability incurred by you to a Customer, or to any other person, whether arising from the provision of the Service or otherwise.
17.1) You will not be entitled to charge (e.g. by way of a mortgage), subcontract or transfer this Agreement or any part of it without our prior written consent. For example, and this does not in any way constitute an exhaustive list, if you wish to subcontract your obligations under this Agreement to a third party service provider, or you wish to sell all or part of your assets to a third party, our prior written consent will be required in order to do so. You must also comply with the requirements set out at Clause 4.4.6 with respect to changes of ownership of your account or business.
17.2) We may charge, subcontract or transfer this Agreement or any part of it to any person.
17.3) Except with respect to the persons referred to in Clause 6.3.a, no term of these Terms will be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor of either party). Nothing in this clause excludes our rights when acting as your payment agent.
17.4) We reserve the right to suspend or to cancel our obligations under these Terms in whole or in part (without liability) if we are prevented from or delayed in the carrying on of our business and our obligations under the Terms due to circumstances beyond our reasonable control, including acts of God, fire, flood, lightning, epidemic, pandemic, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of our own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond our reasonable control continues for a continuous period of more than 30 days, either party will be entitled to give notice in writing to the other to terminate the Agreement.
17.5) If either party does not make a claim in respect of any breach of the Terms, or delay in enforcing any breach, this will not prevent the subsequent enforcement of that breach and the relevant party will not be deemed to have given up the right to enforce any subsequent breach of that or any other provision.
17.6) If at any time any one or more of these Terms (or any part of one or more of these Terms) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same will be deemed omitted from the Terms and the validity and/or enforceability of the remaining provisions of the Terms will not in any way be affected or impaired as a result of that omission.
17.7) Notices given under the Terms must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in our case, our registered address, or any alternative address we notify to you in accordance with this provision; and, in your case, the address which you provides on the CMS, or any alternative address you notify to us in accordance with this provision.
17.8) Notices may be validly served by email provided that, to be effective, such email is sent to the email address most recently provided by the addressee to the sender of the relevant notice.
17.9) Except as set out in Clauses 3.3 and 6.1, our relationship (including our employees) to you will be that of independent contractor and nothing in the Terms will render us (nor our personnel) as an employee, worker, any other form of agent, or partner of yours or of any Customer’s. Except where an express provision in these Terms states to the contrary or at our reasonable discretion, neither party will have any right or authority to, and will not do or say anything on behalf of the other party or bind the party in any way.
17.10) The Agreement, and any documents referred to in it, constitute the entire agreement between us and supersede and extinguish all previous drafts, arrangements, understandings or agreements between us, whether written or oral, relating to the subject matter of the Agreement.
17.11) Each party acknowledges that in entering into the Agreement it does not rely on, and will have no remedies in respect of, any representation or promise (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that its only liability in respect of those representations and promises that are set out in the Agreement (whether made innocently or negligently) will be for breach of contract.
17.12) Nothing in this clause will limit or exclude any liability for fraud.
17.13) The Agreement and any non-contractual obligations relating to or arising under these Terms will be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.
18. Definitions and Interpretations
In these Terms, the following words will have the following meanings only and will not affect the interpretation or construction of the Terms:
“Agreement” means these Terms and the other Greener Guest documents that we refer to within them.
“Application Form” means the form accessible on the Site to you, which must be completed and agreed by you as a part of the application process;
“Cancellable Product” means any Product other than a Non-Cancellable Product;
“Charges” means the charges detailed in Clause 14 of these Terms and notified to you by us in writing;
“CMS” means the back end content management system we provide to you for management of your account and associated transactions;
“Terms” means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Terms;
“Confidential Information” means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party;
“Currency Conversion Fee” means the currency conversion fee referred to in Clause 14 (charges);
“Customer” means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from you through the Site;
“Customer Feedback” means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by you in respect of a particular transaction with that Customer (including in respect of any communications with you), which may include any opinions about you;
“Customer Terms” means the terms and conditions relating to a Customer set out <> ;
“Data Protection Legislation” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) EU Regulation 2016/679 (“GDPR”); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 (“DPA”) and (to the extent in force) the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR”)); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and (iv) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with all of the legislation outlined above; in each case, as updated, amended or replaced from time to time.
“Documentation” means any user guide, information or other material we provide to you, in hard copy or electronic form, relating to the Service;
“Exclusive” means the sale of a Product on the Site and your own website (if applicable), and not through any other online or offline channel.
“Intellectual Property Rights” means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;
“Greener Guest”, “our”, “us”, “we” means Greener Guest Ltd (a company incorporated and registered in England and Wales with company number 12799709) whose registered office is at: 97 Shelvers Way, Tadworth, Surrey, KT20 5QQ, UK;
“Marketplace Account” means an area of the Site dedicated for use by you to update your Seller Information, to list new Products and to edit existing Products;
“Personal Data” has the meaning given to it in the Data Protection Legislation;
“Personal Data Breach” means a breach of security (caused or contributed to by internal and/or external factors) leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data;
“Policies” means any policy (including any guides relating to content and style) which we may notify and make available to you through the Marketplace Account from time to time;
“Products” means the goods, services, digital content or information that you wish to promote and sell through the Site;
“Product Page” means the particular web page on which an individual Product is displayed and the relevant information relating to that Product is provided;
“Product Submission Process” means the process for bringing and maintaining any Product on Site, as updated from time to time;
“Re-activation Fee” has the meaning ascribed to it in Clause 14.7 of these Terms;
“Refund Fee” has the meaning ascribed to it in Clause 14.6 of these Terms;
“Renewal Date” means twelve months from the commencement of these Terms in accordance with Clause 2, or such other period as may be advised by us in writing, and each anniversary following that;
“Response” means a response by you to any Customer Feedback;
“Returns & Refunds Procedures” means the procedures set out in Clause 7 (Returns and Refunds) of these Terms or as we may update from time to time and display within the Customer Terms;
“Seller” means a person whose application to the Site has been accepted by us, and who sells its Products through the Site, including you;
“Seller Information” means information, data or content provided by you in any form or medium, whether or not such information is owned by you, contained in the Application Form, uploaded to your Marketplace Account or given by you to us for whatever purpose, whether directly or on the your behalf;
“Single Commission Fee” has the meaning ascribed to it in Clause 14.4 of these Terms;
“Site” means the online marketplace we provide at greenerguest.com or such other worldwide web address that we in our sole discretion select as a replacement to facilitate the promotion and sale of your Products;
“Software” means any software installed by or on our behalf that permits you to access and trade through the Site;
“Subscription Fee” has the meaning ascribed to it in Clause 14 (Charges) ;
“Term” means a period of twelve months, unless another period is agreed in writing by us, from either (a) the date when the contract is concluded between you and us in accordance with Clause 2.1 or (b) a subsequent Renewal Date;
“Value Added Tax” means value added, sales or services tax, or any similar tax imposed in any jurisdiction;
“Virus” means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;
“Working Day” means any day other than a Saturday or Sunday on which banks are open for business in London.
Last updated: 29th December 2020