Terms and Conditions

Application and Acceptance of the Terms

Terms Of Use

Terms and Conditions

1. Acceptance of Terms of Use and Amendments.

Each time you use or cause access to this web site, you agree to be bound by these Terms of Use, as amended from time to time with or without notice to you. In addition, if you are using a particular service on or through this web site, you will be subject to any rules or guidelines applicable to those services and they shall be incorporated by reference into these Terms of Use. Please see our Privacy Policy, which is incorporated into these Terms of Use by reference.

2. Our Service.

Our web site and services provided to you on and through our web site on an "AS IS" basis. You agree that the owners of this web site exclusively reserve the right and may, at any time and without notice and any liability to you, modify or discontinue this web site and its services or delete the data you provide, whether temporarily or permanently. We shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any data or information.

3. Your Responsibilities and Registration Obligations.

In order to use this web site, you must or may be asked to register on our site and agree to provide truthful information when requested. When registering, you explicitly agree to our Terms of Use and as may be modified by us from time to time and available here.

4. Privacy Policy.

Registration data and other personally identifiable information that we may collect is subject to the terms of our Privacy Policy.

5. Registration and Password. You are responsible to maintain the confidentiality of your password and shall be responsible for all uses via your registration and/or login, whether authorized or unauthorized by you. You agree to immediately notify us of any unauthorized use or your registration, user account or password.

6. Your Conduct.

You agree that our web site may expose you to Content that may be objectionable or offensive. We shall not be responsible to you in any way for the Content that appears on this web site nor for any error or omission.
You explicitly agree, in using this web site or any service provided, that you shall not:
(a) provide any Content or perform any conduct that may be unlawful, illegal, threatening, harmful, abusive, harassing, stalking, tortious, defamatory, libelous, vulgar, obscene, offensive, objectionable, pornographic, designed to or does interfere or interrupt this web site or any service provided, infected with a virus or other destructive or deleterious programming routine, give rise to civil or criminal liability, or which may violate an applicable local, national or international law;
(b) impersonate or misrepresent your association with any person or entity, or forge or otherwise seek to conceal or misrepresent the origin of any Content provided by you;
(c) collect or harvest any data about other users;
(d) provide or use this web site and any Content or service in any commercial manner or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising without our prior written consent;
(e) provide any Content that may give rise to our civil or criminal liability or which may constitute or be considered a violation of any local, national or international law, including but not limited to laws relating to copyright, trademark, patent, or trade secrets.

7. Third Party Services.

Goods and services of third parties may be advertised and/or made available on or through this web site. Representations made regarding products and services provided by third parties are governed by the policies and representations made by these third parties. We shall not be liable for or responsible in any manner for any of your dealings or interaction with third parties.

8. Indemnification.

You agree to indemnify and hold us harmless, our subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders from any claim or demand, including reasonable legal fees, that may be made by any third party, that is due to or arising out of your conduct or connection with this web site or service, your violation of this Terms of Use or any other violation of the rights of another person or party.

9. DISCLAIMER OF WARRANTIES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEB SITE AND ANY SERVICES OR CONTENT PROVIDED (THE "SERVICE") IS MADE AVAILABLE AND PROVIDED TO YOU AT YOUR OWN RISK. IT IS PROVIDED TO YOU "AS IS" AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY, IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OF ANY QUALITY, NOR THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER US NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT USE OF SUCH ADVICE OR ANY OTHER INFORMATION IS SOLELY AT YOUR OWN RISK AND WITHOUT OUR LIABILITY OF ANY KIND. Some jurisdictions may not allow disclaimers of implied warranties and the above disclaimer may not apply to you only as it relates to implied warranties.

10. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR ARISING OUT OF (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. In some jurisdictions, it is not permitted to limit liability and therefore such limitations may not apply to you.

11. Reservation of Rights. We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our web site, its content, and the goods and services that may be provided. The use of our rights and property requires our prior written consent. We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of our web site or service without our prior written consent.

12. Notification of Copyright Infringement. If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, our copyright agent may be contacted at the following address:

Click to contact our webmaster

13. Applicable Law.

You agree that this Terms of Use and any dispute arising out of your use of this web site or our products or services shall be governed by and construed in accordance with local laws where the headquarters of the owner of this web site is located, without regard to its conflict of law provisions. By registering or using this web site and service you consent and submit to the exclusive jurisdiction and venue of the county or city where the headquarters of the owner of this web site is located.

14. Miscellaneous Information. (i) In the event that this Terms of Use conflicts with any law under which any provision may be held invalid by a court with jurisdiction over the parties, such provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of this Terms of Use will remain valid and intact; (ii) The failure of either party to assert any right under this Terms of Use shall not be considered a waiver of any that partys right and that right will remain in full force and effect; (iii) You agree that without regard to any statue or contrary law that any claim or cause arising out of this web site or its services must be filed within one (1) year after such claim or cause arose or the claim shall be forever barred; (iv) We may assign our rights and obligations under this Terms of Use and we shall be relieved of any further obligation.

15. Consent

By continuing to browse or otherwise accessing the web site, you signal acceptance of the terms and disclaimer set out above. If you do not accept any of these terms, leave this Web Site now.

Provision of Services

 

Users Generally

SellerBay Wholesale Buyer Policy

SellerBay Wholesale is a business-to-business platform that connects artists and designers with retail businesses. This SellerBay Wholesale Buyer Policy explains your rights and responsibilities when using SellerBay Wholesale.

This policy is a part of our Terms of Use. By using  SellerBay Wholesale as a buyer, you’re agreeing to this policy and our Terms of Use.1. Qualifying for  SellerBay Wholesale
2. Transactions
3. Buyer Terms

1. Qualifying for SellerBay Wholesale

Prospective buyers must apply and be approved by Seller Bay to purchase on the SellerBay Wholesale marketplace. Buyers must represent retail businesses and may only make purchases on SellerBay Wholesale to resell the purchased items. Buyers must be able to provide a valid Resale Tax ID, VAT, BN, or ABN number for your business. Buyers may only sell purchased items at the business that is represented on their application; false representation is considered a violation of our policies.

SellerBay  reserves the right to approve or reject any application to join SellerBay Wholesale and to refuse service to anyone, for any reason, at any time.

2. Transactions

Placing  SellerBay Wholesale orders outside the Seller Bay Wholesale purchase order system is considered fee avoidance and may result in the suspension or termination of your account. All orders on SellerBay Wholesale must be placed through the  SellerBay Wholesale purchase order system.

3. Buyer Terms

Buyers agree with the following terms:

  • You guarantee that you represent a retail business and have the authority to enter into agreements on behalf of that business.
  • When issued an invoice for an order, you agree to make payment in accordance with the seller’s policies. Non-payment or late payment may result in the suspension or termination of your account and subject you to other collection mechanisms.
  • You agree to allow sellers and SellerBays to contact you via phone, email, or SellerBays Conversations tool (“Convos”) regarding orders you place. Not responding to inquiries from  SellerBaywithin seven (7) calendar days may result in the suspension or termination of your account.
  • You acknowledge that Buyers may be featured on our SellerBay platform or in other  SellerBayWholesale promotional campaigns from time to time.

SellerBays Wholesale Seller Policy

SellerBays Wholesale is a business-to-business platform that connects artists and designers with retail businesses. This  SellerBays Wholesale Seller Policy explains your rights and responsibilities when using  SellerBaysWholesale.

This policy is a part of our Terms of Use. By using  SellerBays Wholesale as a seller, you’re agreeing to this policy and our Terms of Use.1. Qualifying for SellerBays Wholesale
2. Transactions
3. Seller Terms
4. Integration with SellerBays.com

1. Qualifying for SellerBays Wholesale

Prospective sellers must apply and be approved by SellerBays to sell on the SellerBays Wholesale marketplace. Sellers are approved based on criteria such as brand identity, pricing, and the ability to scale their businesses in line with SellerBays’s values.

SellerBays reserves the right to approve or reject any application to join  SellerBays Wholesale and to refuse service to anyone, for any reason, at any time.

2. Transactions

Completing SellerBays Wholesale orders or transactions outside the Seller Bays Wholesale purchase order system is considered fee avoidance and may result in the suspension or termination of your account and subject you to other collection mechanisms. All orders on Etsy Wholesale must be placed through the  SellerBays Wholesale purchase order system.

3. Seller Terms

Sellers agree with the following terms:

  • Fees: Sales made through Seller Bays Wholesale will incur a 10% transaction fee (excluding taxes and shipping costs) paid to SellerBays. You may also incur a payment processing fee if a buyer pays with a credit or debit card. Learn more about our  SellerBays Payments fees here. Transaction and processing fees will be added to your SellerBays bill.
  • Pricing: Seller Bays maintains a minimum margin requirement to meet industry standards and the expectations of our retailer community.
    • You agree that the wholesale price of your items will be at least 50% less than the retail price; and
    • You agree that the MSRP (Manufacturer’s Suggested Retail Price) of your items will match the existing retail price.
  • You agree to accurately and faithfully update the status of orders through the SellerBays Wholesale purchase order system (for example, as “Approved,” “Shipped,” or “Paid”). Failure to do so is considered fee avoidance and may result in the suspension or termination of your account and subject you to other collection mechanisms.
  • You agree not to use SellerBays’s features or tools to direct transactions off  SellerBays Wholesale, or to circumvent or manipulate our fee structure, the billing process, or fees owed to SellerBays  in any way.
  • All purchase orders initiated through SellerBays Wholesale must remain on SellerBays Wholesale.
  • You agree to allow buyers and SellerBays to contact you via phone, email, or SellerBays's Conversations tool (“Convos”) regarding orders you receive. Not responding to inquiries from SellerBays within seven (7) calendar days may result in the suspension or termination of your account.
  • You agree only to sell items on SellerBays Wholesale that comply with SellerBays’s Seller Policy for the handmade category (vintage goods and craft supplies may not be sold on SellerBays Wholesale) and SellerBays’s Intellectual Property Policy.
  • You are solely responsible for collecting and remitting any and all taxes applicable to any sales you make on  SellerBaysvWholesale and for requesting and inspecting any documents required for taxes or tax exemptions from Buyers.

4. Integration with SellerBays.com

While the SellerBays Wholesale website is generally integrated with the SellerBays website (https://www.seller-bay.com), some sections are maintained separately to limit the information available to non-members of SellerBays Wholesale. Items listed for sale and wholesale prices posted on  Seller Bays Wholesale will not appear to users of the  SellerBayswebsite who are not users of  Seller Bays Wholesale.

Member Accounts

Except in emergency situations or when consistent with our Terms of Use, Privacy Policy, and applicable law, Seller Bays requires valid and sufficient legal process (such as a subpoena or court order, for example) to compel us to disclose records or information about an SellerBays  member.

Legal process must contain enough identifying information so that Seller Bays can identify the member’s account. A common name, for example, does not uniquely identify a member’s account. Your legal process should include information such as an email address, transaction ID, username, shop name, or payment information.

Member’s Responsibilities

Before you contact  Seller Bays or records or information, first see if the information you are seeking is publicly available or request the records directly from the relevant SellerBays  member.

Some information about Seller Bays  buyers, and sellers (which we collectively refer to in this policy as “ Seller Bays Members”) and Seller Bays Shops (which we collectively refer to as “Shops”), such as a Shop’s name, the public name of its owner, and the Shop’s policies, is public and can be viewed by anyone at any time. In addition,  Seller Bays members may have access to certain records by logging in to their accounts. For example,  Seller Bays sellers can access and download sales records in .csv format, and all members can view their Conversation history by navigating to the relevant pages in their Seller Bays   accounts.

1Acceptance Of Terms

1.1These provisions set out the terms and conditions ("Terms") on which you (the "Seller", “you” and "your") may become a member of the OnBuy website ("Site") to sell products which must not be Prohibited Products (as defined in Schedule 2) ("Products") to customers of the Site ("Customers").

1.2Your use of the Site is governed by these Terms, OnBuy Terms of Website Use and by OnBuy OnBuy Privacy Policy together with any other documents referred to in these Terms. Please take the time to read these documents, as they include important terms which apply to you.

1.3Any words following the terms includingincludein particularfor example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2About Us

2.1The Site is operated by Visor Commerce Ltd. trading as OnBuy ("OnBuy", "us", "we" and "our"). We are registered in England and Wales under company number 09108414 and with our registered office address at Unit J7, The Fulcrum, Vantage Way, Poole, BH12 4NU. To contact us, please see our Contact Us page.

3Overview Of Roles

3.1OnBuy allows Sellers to list and sell their Products on the Site contracting on terms which include, as a minimum, the OnBuy Customer Terms. Please note that although OnBuy facilitates the transactions which are carried out through the Site, OnBuy is neither a buyer nor a seller of the Products and does not assume any responsibility nor make any representation, warranty or guarantee, whether express or implied, as to the Products.

3.2Where a Customer orders a Product through the Site, the contract is formed solely between the Seller and the Customer at the completion of the sale (“Contract”). A Contract will comprise the Seller’s terms (which include, as a minimum, the OnBuy Customer Terms), the email confirmation of the Customer's order and the information on the Seller's shop ("Seller's Shop"). OnBuy is not a party to that Contract, is not liable for the Contract or any claim or dispute arising out of or in connection with it nor is OnBuy acting as the Seller's agent.

3.3The Terms (and the documents referred to in them) may be updated from time to time. OnBuy will give the Seller prior written notice of such changes but please check these Terms every time you wish to use our Site to ensure you understand the Terms that apply at that time. These Terms were most recently updated on 27th April 2021.

3.4Seller details are displayed on the Site on the Seller's Shop (linked to from the Product pages).

4Process

4.1During the registration process the Seller will be asked to select a country of registration. This country must be featured among the list of supported countries offered by our payment service provider PayPal.com ("PayPal") and the Seller must be able to set up a business account in the chosen country.

4.2Sellers selecting a country outside of the supported countries offered by PayPal will be warned "Country Warning" that they should only continue with registration if they have secured services with PayPal. Please note that if a Seller completes the application process, including payment for the Monthly Subscription Fee (as defined in clause 6.1), and continues past the Country Warning, OnBuy will not be liable for a refund of the Monthly Subscription Fee.

4.3Once the Seller has successfully completed the application process, and your Monthly Subscription Fee (as defined in clause 6.1) has been received, the Seller will be given their own dedicated area of access called the Seller Control Panel ("SCP"). There the Seller can upload, update and review detailed Listing Information (as defined in clause 7.1.6) for its Products (photos, text, shipping methods etc). Orders will be logged into the SCP. From here, the Seller will be able to manage Customer orders, view and manage Disputes (as defined in clause 7.6.4), view and print sales history between the Seller and OnBuy, update and manage stock levels, view performance reports, manage their subscription and handle Customer feedback. All financials will be stored in the SCP and all communication with the Customers and OnBuy team will be made through the SCP.

4.4The Seller will then be able to either create a new Listing (as defined in clause 7.1.6) or use an existing Listing to list their Products.

4.5If another seller is already using a Listing and you wish to update the details for that Product listed on that Listing, you can submit a request to change the Listing, however this will not automatically update on the Site without OnBuy accepting the changes. A Listing can only be edited without OnBuy accepting the changes, in a limited capacity, if you are the only seller currently using that Listing and/or no other seller is currently using that Listing.

4.6OnBuy may restrict the Seller's access to the SCP in the following circumstances:

4.6.1pursuant to clause 6.3.3 (non-payment);

4.6.2on termination of the Seller’s membership of the Site;

4.6.3if the Seller fails to dispatch orders and OnBuy, having made reasonable attempts to contact the Seller, believes that the Seller is inactive;

4.6.4if OnBuy, having made reasonable attempts to contact the Seller, otherwise believes that the Seller is inactive;

4.6.5if OnBuy has reasonable grounds to believe that the Seller is using the Site to sell counterfeit goods or is otherwise infringing the intellectual property or proprietary rights of any third party;

4.6.6if the Seller has a high rate of cancellations or refunds or is failing to deal with Customers’ queries or complaints;

4.6.7if there are other issues with the Seller’s listings which OnBuy believes could give rise to issues with Customers; or

4.6.8pursuant to clause 9.4,

in which case the Seller will only have access that enables the Seller to view and manage current orders, view invoices between the Seller and OnBuy, mark orders as dispatched and handle Customer feedback ("Restricted Access"). Whilst a Seller has Restricted Access, its Listings will not be visible to Customers and Customers will not be able to place orders with the Seller.

4.7When payment is made by a Customer, the funds will be paid straight to the Seller's PayPal payment account in accordance with PayPal’s terms and conditions. The funds are placed on “Partner Hold” until the Seller dispatches the order to the Customer and updates the order status to “dispatched”. OnBuy will then instruct PayPal to remove the “partner hold” and release the funds to the Seller, minus the Product Sales Fee in accordance with the process set out under clause 6.2.

4.8OnBuy will provide the Seller with a VAT invoice monthly for each Monthly Subscription Fee (as defined in clause 6.1) and the Product Sales Fees (as defined in clause 6.2). The VAT invoice will be prepared and provided to the Seller during the subsequent month following the period for which the VAT invoice relates e.g. the VAT invoice relating to the calendar month of February will be prepared on the 1st of March, the VAT invoice relating to the calendar month of March will be prepared on the 1st of April.

5Commencement And Duration

5.1The Seller's membership will commence on the later of:

5.1.1the Seller having confirmed their acceptance of these Terms; and

5.1.2the date on which we have approved the Seller's application, received the first Monthly Subscription Fee and granted the Seller access to the SCP.

(“Commencement Date”) and shall continue unless and until terminated in accordance with clause 6.3.4 or clause 9.

6Membership And Charges

6.1Monthly Subscription Fee

6.1.1Every Seller is required to pay a subscription fee for each calendar month during which they are a member of the Site ("Monthly Subscription Fee"). This fee is based on a monthly rolling contract and there is no minimum commitment. For the avoidance of doubt, references to "monthly" in these Terms shall refer to calendar months.

6.1.2The Monthly Subscription Fee is a non-refundable fee which will be processed online by recurring payments made in advance starting on the Commencement Date and then monthly thereafter ("Due Date”) unless the Seller serves 30 days’ written notice through the SCP to terminate these Terms under clause 9.3.

6.1.3Where the first Monthly Subscription Fee is taken on the 28th, 29th, 30th or 31st of a month, the subsequent Due Dates will be as close to the original payment dates as possible and no later than the date on which the first Monthly Subscription Fee was taken. The Monthly Subscription Fee is subject to VAT (where applicable) subject to receipt by the Seller of a valid VAT invoice from OnBuy.

6.1.4There are two different Monthly Subscription Fee options, which may be increased from time to time by OnBuy (in accordance with clause 3.3), as detailed in Schedule 1, which includes our Standard Seller Subscription Fee and a Partner Seller Subscription Fee.

6.1.4.1The Partner Seller Subscription Fee includes additional services and marketing activities/routes as advertised on the Site. Sellers who choose to sign up with the Partner Seller Subscription Fee as their Monthly Subscription Fee will be known as "Partner Sellers".

6.1.4.2Please note that the additional services and marketing activities/routes detailed on the Site are examples only and should be treated as such. The Seller acknowledges and accepts that not all services or marketing activities/routes mentioned on the Site may be available to all sellers.

6.1.4.3All Partner Sellers will have access to OnBuy's Priority Support Team, who will support them with questions and advice relating to selling on OnBuy.

6.2Product Sales Fee and Product Boost Fee

6.2.1When a sale is made for a Product listed on the Seller’s Listing, a fee (“Product Sales Fee”) is payable by the Seller. This is made up of two parts:

6.2.1.1the first part is calculated as a percentage of the Product Sale Price (as defined in clause 7.1.6); and

6.2.1.2the second part is a percentage of the shipping costs associated with that order calculated at the flat rate set out in Schedule 1.

6.2.2Product Boost Fees may also be payable as described in clause 7.7.6.

6.3Remedies for late payment

Without limiting any of our other rights, if the Seller fails to pay to us any undisputed amounts owed to us under these Terms on the due date for payment, at our option we shall have the right to:

6.3.1deduct the outstanding amounts from any future funds received from Customers in payment for the Seller's Products ordered through the Site i.e. offset any amounts that are payable by you to us against any payments we make to you, until any outstanding amounts are settled; and/or

6.3.2seek any other payment or reimbursement from you by any other lawful means; and/or

6.3.3in the case of failure to pay the Monthly Subscription Fees, grant the Seller only Restricted Access to the SCP until payment has been made. Restricted Access will be granted via an automated process, as follows. If the first payment attempt is unsuccessful, OnBuy’s system will make 3 more attempts (each one 24 hours after the last) to collect the Monthly Subscription Fees and each failure will trigger an automatic email notification to the Seller. After a total of 4 unsuccessful attempts the Seller’s account will be automatically suspended, following which the Seller will need to reactivate the account (and pay the outstanding Monthly Subscription Fees) to regain access; and/or

6.3.4charge the Seller interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Seller must pay us interest together with the overdue amount.

7Seller Commitments And Order Processing

7.1In signing up to these Terms, the Seller commits to:

7.1.1sell Products on terms which include, as a minimum, the OnBuy Customer Terms;

7.1.2supply only Products that can be delivered to the Customer within the Timeframes stated in clause 7.4.4.1. For the purposes of these Terms a "Working Day" means any day that is not a Saturday, Sunday or Bank Holiday in the primary country of the Site;

7.1.3be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering the Products to the Customers using reasonable skill and care;

7.1.4ensure that the Seller's company name, company number, registered office and where applicable trading address and VAT registration number (“Seller Information”) are clearly displayed on the Seller's Shop and updated, as necessary, as soon as practicable. This shall include updating the details of the Seller's VAT registration number. Should the Seller no longer hold a VAT registration number, it shall remove this from the Seller Shop. The Seller acknowledges that OnBuy shall have no liability in relation to the Seller's VAT registration details or any other Seller Information which it is obliged to display and keep updated under this clause 7.1.4;

7.1.5indemnify OnBuy against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to a breach of clause 7.1.4;

7.1.6take responsibility for the accuracy and detail of all Product information (including Product descriptions, images, measurements, condition and any other supplementary information about the Products) as well as the price which the Products are sold at ("Product Sale Price") along with stock value (the total amount of stock that Seller has available for OnBuy Customers to purchase) and the Seller's SKU (Stock keeping Unit) of the product (“Listing Information”), ensuring that this information is detailed in a listing on the SCP ("Listing"). You agree that you are responsible for the accuracy of the information provided in a Listing whether you are creating the Listing or using an existing Listing;

7.1.7promptly notify OnBuy of any inaccuracy in any Listing and how the inaccuracy should be corrected, and use all reasonable endeavours to resolve promptly any Customer complaints arising from any such inaccuracy;

7.1.8indemnify OnBuy against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading descriptions of the Products sold on the Site or Listing Information;

7.1.9ensure that it does not misrepresent the origin of the Products through any description made of the Products via the SCP whether contained in a Listing or otherwise;

7.1.10ensure that all postage costs and additional postage costs displayed through the Site are accurate;

7.1.11ensure the Products are of satisfactory quality;

7.1.12ensure the photographic quality of the Products is high and have a white background colour where possible. We recommend using professional photographs but this is not essential;

7.1.13ensure that the Seller updates the SCP with all periods of holiday ("Seller's Holiday Period");

7.1.14use reasonable endeavours to respond to order enquires with OnBuy or Customers in a timely manner (immediately if possible, at least within 1 Working Day) unless made during the Seller's Holiday Period;

7.1.15ensure that they keep up to date with the SCP on a daily basis, tracking orders, updating dispatches and orders and responding promptly to Customers requesting a return or raising a Dispute unless made during the Seller's Holiday Period;

7.1.16ensure stock levels are accurate in all material respects (and available);

7.1.17prepare a suitable invoice for each order and ensure that this is sent to the Customer when requested;

7.1.18ensure that where a Product should not be sold to Customers under a certain age, that the minimum age for that Product is correctly entered into the SCP (where applicable);

7.1.19indemnify OnBuy against all liabilities, costs, claims, actions, proceedings, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to a breach of clause 7.1.18;

7.1.20refrain from selling any Prohibited Products (as detailed in Schedule 2);

7.1.21refrain from uploading offensive or nude images or material or otherwise breaching OnBuy's Terms of Website Use;

7.1.22indemnify OnBuy against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to a breach of clauses 7.1.20 or 7.1.21;

7.1.23refrain from using the Site as an advertising portal, other than in listing the Products which you are selling and permitted to sell under these Terms;

7.1.24ensure any issues that the Seller wishes to raise with OnBuy with regards to the Site are communicated to OnBuy via a support ticket in OnBuy’s Support Centre or, if the Support Centre is not working by email to [email protected];

7.1.25not encourage direct communication with the Customer through the use of their own email address, only the SCP;

7.1.26not to use the Site to communicate with Customers with the intention of directly enticing them to purchase the Products directly from you in competition with the Site;

7.1.27comply with all relevant legislation in particular but without limitation consumer protection legislation and data protection legislation (including in the UK the provisions of the Data Protection Act 2018);

7.1.28ensure that the transactions entered into with Customers are lawful in the primary country of the Site and the jurisdiction in which delivery is to be made to the Customer.

7.1.29not export, directly or indirectly, any products in breach of any applicable laws or regulations, (including without limitation United States export laws and regulations) to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval;

7.1.20comply with the policies of OnBuy on matters including but not limited to international trade as the same may be notified in writing to the Seller by OnBuy from time to time;

7.1.31be solely responsible for the collection and payment of all taxes due in connection with the Products sold by the Seller via the Site, including VAT (if applicable). OnBuy shall not be responsible for collecting VAT from Customers on the Seller’s behalf; and

7.1.32refrain from selling products which infringe the intellectual property or proprietary rights of any third party.

7.2Promotion of the Seller's own website

7.2.1The Seller may not include a link to, or otherwise provide the address of, or promote, its (or any third party's) website on the SCP, any Product or Listing on the Site, in orders shipped that were placed by the Customer on OnBuy, or in any other means of communication with the Customer.

7.2.2The Seller may not include its email address anywhere on the OnBuy Site, SCP or Listing or in any other means of communication with the Customer.

7.2.3The Seller may not bid on OnBuy's name, or variations of the OnBuy brand or domain name or brand name, on Google or any other search engines, or any paid search sites.

7.2.4The Seller acknowledges and accepts that 'OnBuy' is a trade mark of Visor Commerce Ltd and no rights or licences are granted to any Seller in this respect.

7.2.5The Seller may not send promotional emails or catalogues or other promotional material to Customers introduced to the Seller by OnBuy, other than those which are branded solely as from OnBuy or to discuss an order placed on the OnBuy Site.

7.3Security

7.3.1The Seller shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links at its own cost.

7.3.2The Seller shall use its own virus protection software and shall not knowingly access, store, distribute or transmit any viruses or knowingly introduce or permit the introduction of any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful during the course of its use of the Site.

7.3.3The Seller must ensure its username and password logins are kept safe and not accessed by any other party. If these details are lost or the Seller becomes aware that they have been accessed by any other party the Seller must contact OnBuy immediately via the Site for new passwords.

7.4Pricing and Order Processing Information

7.4.1Product Sale Prices should be inclusive of any applicable VAT and will be deemed to be so (if applicable to the Seller and such applicability is to be solely determined by the Seller and not the responsibility of OnBuy);

7.4.1.1Each Product Sale Price should not exceed £30,000 inclusive of tax and shipping. Product listings with Product Sale Prices exceeding £30,000 will be removed from the Site.

7.4.2The Seller acknowledges and accepts that:

7.4.2.1it will comply with clause 12.5 of the OnBuy Customer Terms in relation to incorrectly priced Products;

7.4.2.2where the Seller has updated the price of a Product or Products, the updated price may take up to 2 hours to display on the Site; and

7.4.2.3where packaging and postage costs were not correctly inputted into the SCP, the Seller has no right to pursue the Customer for additional payments once the Customer has placed the order.

7.4.2.4OnBuy may discount Products for the purposes of marketing activities. Any pricing changes actioned by OnBuy will not be deducted from the Seller’s payments.

7.4.3Product Sale Prices can be added to the Site using the SCP.

7.4.4Once the Seller has received an order through the SCP the Seller may accept the order (see clauses 7.4.6 and 7.4.7) and if it does:

7.4.4.1is obliged to fulfil and dispatch the Customer order as soon as reasonably practicable and for receipt within the following timeframes ("Timeframes") which run from the point the Seller's handling time ("Handling Time") expires or, if no Handling Time is set, the point the order is submitted by the Customer through the Site:

Designated delivery Timeframes (in Working Days): 1, 1-2, 2-3, 3-5, 4-6, 6-8, 6-10, 10-15, 14-30

7.4.4.1.1Orders must be dispatched within the Seller's Handling Time, which can be set in the SCP for a maximum of 10 (ten) Working Days.

7.4.4.1.2Priority orders must be dispatched on the same Working Day if ordered before the priority cut off time set in the SCP.

7.4.4.2must notify the Customer promptly through the SCP at each of the following stages:

7.4.4.2.1dispatch of order; and

7.4.4.2.2any enquiries relating to the order or delivery which will be dealt with through the SCP.

7.4.5The Seller acknowledges and agrees that OnBuy reserves the right to refund the Customer's payment for an order if the Seller doesn't meet the Timeframes for handling that order as detailed above.

7.4.6The Seller only accepts a Customer order on dispatching the Product to the Customer. For the avoidance of doubt, the debiting of a payment card shall not constitute acceptance of an order. Where a Product is not marked as dispatched within 28 days of the order being made, the order will be cancelled or refunded.

7.4.7Where a Seller has not accepted an order as described in 7.4.6 or where the Seller has rejected or deemed to have rejected an order, OnBuy shall be entitled to refund the Customer's payment for that order.

7.4.8The Seller must include with all orders the appropriate invoice (if requested by the Customer).

7.4.9The Seller must not include any other materials (other than packaging) with the package or order delivered to the Customer which are likely to have a commercially detrimental effect on OnBuy, the Site or the OnBuy brand.

7.5Delivery/post and packing

7.5.1A range of shipping options will be available for the Seller to choose to display on the Seller's SCP area. The Seller will be responsible for selecting which options shall apply. The Seller may choose to offer any appropriate option for the Seller's Products and may choose from free shipping, flat rate shipping, weight based shipping or multiple shipping costs where multiple Products have been ordered within the same order.

7.5.2If additional packaging and postage costs apply to the Seller's Products, where for example the Products are heavy, fragile, bulky or precious or perishable, the Seller is responsible for ensuring that these costs are considered on their Listing in the Product Sale Price.

7.5.3The Seller must ensure that they select the shipping options from the SCP that apply to their Product, and once an order is made, they must ensure they send it according to the postage/shipping method selected by the Customer, or better. The Seller is responsible for the shipping and liable for any losses in the post including any non-delivery, mis-delivery, late delivery, theft or other error or mistake in connection with Products ordered through the Site.

7.5.4The Seller must ensure that the Product is wrapped in a professional manner suitable for the Product. The wrapping must be appropriate for the Product (for example without limitation (a) delicate items should be wrapped in bubble packaging and (b) Products listed in any of the Sex & Adult categories should be delivered in discreet packaging).

7.5.5The Seller must ensure that all customs and import duties are to be pre-paid for Products being delivered to addresses within the UK. The Customer is not responsible for the customs and import duties: the price shown for Products on the Site (along with any applicable delivery charges) is the price the Customer pays.

7.6Returns and Refunds

7.6.1By law, the Customer may cancel, return or obtain a refund in relation to the Products ordered under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 within 14 (fourteen) days of the delivery of the Products.

7.6.2In addition OnBuy requires Sellers to offer a goodwill returns policy allowing the Customer to return Products within 30 (thirty) days of the delivery of the Products provided the Products are in an unused and undamaged condition.

7.6.3The Customer’s remedies for faulty Products will not be less than those under the Consumer Rights Act 2015.

7.6.4For the purposes of these Terms:

7.6.4.1"Cancellable Product" means a Product that is capable of return but excludes Non-Cancellable Products.

7.6.4.2"Cancellation" means a Customer’s request to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

7.6.4.3"Dispute" means a dispute raised by a Customer if a Product is faulty, mis-described, damaged, not delivered or not delivered on time.

7.6.4.4Non-cancellable Product” means:

7.6.4.4.1personalised items that are specifically made to a Customer's specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components;

7.6.4.4.2items sealed for health protection or hygiene purposes which a Customer has unsealed after they receive them;

7.6.4.4.3personalised items;

7.6.4.4.4perishable items, including but not limited to food, drink and fresh flowers;

7.6.4.4.5audio or video recordings or computer software which a Customer has unsealed or opened after they receive them;

7.6.4.4.6newspapers, periodicals or magazines; and

7.6.4.4.7items which by their nature cannot be returned (such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied.

7.6.5Cancellation requests submitted within 30 (thirty) minutes of placing the order will be processed automatically. Requests submitted after this time will be sent to the Seller for review. Orders will not be visible to the Seller via the SCP until after the end of the 30 minute period for automatic Cancellations.

7.6.6Any request for Cancellation (under clause 7.6.1) or a goodwill refund (under clause 7.6.2) after the end of the 30 minute period shall be dealt with directly between the Seller and the Customer through the SCP. The Customer must contact the Seller through their online account and the Seller will receive an email notification through the SCP.

7.6.7The statutory right to cancel (under clause 7.6.1) applies to Cancellable Products. It does not apply to Non-cancellable Products.

7.6.8If the Customer exercises the statutory right to cancel (under clause 7.6.1) in relation to a Cancellable Product within 14 days of delivery:

7.6.8.1provided that the Customer has not used the Product and it is returned to the Seller in its original packaging, the Seller shall provide the Customer with a full refund of the Product Sale Price and any postage costs; or

7.6.8.2if the Customer has used the Product or had it installed, the Seller may not be able to sell it to someone else, thereby reducing its value. The Seller may reduce the Customer’s refund of the Product Sale Price (excluding postage costs) to reflect any such reduction in the value of the Product; and

7.6.8.3the Seller shall process any refund due to the Customer as soon as possible (usually within 3 Working Days) and in any case no later than 14 days from the date on which the Seller receives the Product back from the Customer.

7.6.9If the Customer requests a goodwill refund (under clause 7.6.2) the Seller shall process the refund as soon as possible (usually within 3 Working Days) after the Seller receives the Product back from the Customer provided that the Product is in an unused and undamaged condition.

7.6.10If the Customer ends their contract with the Seller and requires a refund because a Product is faulty or misdescribed or because they have a legal right to do so as a result of something the Seller has done wrong, the Seller shall either (at its discretion) (1) pay the costs incurred by the Customer in returning the Product to the Seller or (2) arrange for collection of the Product at the Seller’s cost and refund to the Customer the full cost of the Product and the delivery charges. Any refund made shall be processed by the Seller as soon as possible (usually within 3 Working Days of the date of return or collection).

7.6.11All refunds shall be processed via the SCP and the Seller shall not issue refunds by cheque or other similar means.

7.6.12The Seller shall ensure that when selling on the Site, a returns address within the primary country of the Site is clearly provided on the Seller Shop to which a Customer may return a Cancellable Product. Alternatively the Seller shall:

7.6.12.1provide the Customer with either (i) a pre-paid returns label to return a Cancellable Product or (ii) a refund without requesting the Cancellable Product must be returned; or

7.6.12.2arrange for collection of the Product at the Seller’s cost.

7.7Payment

7.7.1Payments for Products on the Site shall be made directly by a Customer to the Seller through the Site, using PayPal. Transactions shall be recorded on the Seller's designated SCP. The Seller must check the SCP daily for alerts of new orders.

7.7.2Once the Customer has submitted their order through the Site, funds are taken from the Customer and held by PayPal, until the order is marked as dispatched in the SCP by the Seller. Only once the order is marked as dispatched will the funds be released from PayPal to the Seller. During this process, the transaction within the Seller's PayPal account will show as "Payment on hold by partner".

7.7.3The Seller hereby appoints OnBuy as its payment processing agent from the purposes of managing payments from Customers and making any necessary refunds on your behalf in line with these Terms.

7.7.4In addition OnBuy shall notify the Seller by email of orders awaiting dispatch in their SCP, but OnBuy does not warrant the reliability of email communications.

7.7.5Following receipt of such notification, the Seller shall process each and every order it accepts in accordance with the Timeframes, using the Seller's SCP access. Upon dispatch of each order, the Seller shall further confirm this with the Customer, through their SCP by clicking the "Dispatch" button. This also signifies acceptance of the Customer's order.

7.7.6Subject to clause 7.7.7, OnBuy shall notify PayPal to pay the Seller the Product Sale Price together with shipping costs for the relevant Product less the applicable Product Sales Fee and the applicable Product Boost Fee (and any VAT chargeable by OnBuy on such sums, subject to receipt by the Seller of a valid VAT invoice from OnBuy) (if any). Where the parties agree to a Product Boost Fee, the Seller agrees to pay an addition fee (between 1-10%) if a Product sells from a boosted position of sale. The Seller can control the listings to which the boost function is applied and can disable it as any time although the system can take up to 8 hours to update across all channels (during which time the Product Boost Fee will continue to apply).

7.7.7Sometimes a Customer may pay for Products using Discount Codes (as defined in our Discount Codes Terms) which we have issued to them through the Site, or we may offer discounts through price crash events. However these promotions shall not affect your right to receive full payment as set out in clause 7.7.6.

7.7.8OnBuy reserves the right to change the Monthly Subscription Fees or the Product Sales Fee upon providing the Seller with 30 days' prior written notice.

8Limitation Of Liability And Indemnity

8.1Nothing in these Terms shall limit or exclude our liability:

8.1.1for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or

8.1.2fraud or fraudulent misrepresentation;

8.2Subject to clause 8.1:

8.2.1we shall not be liable to you whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any loss of profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or contracts, or for any indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

8.2.2our total aggregate liability to you arising under or in connection with the sale of the Products to the Customers and these Terms, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall not exceed the total amount in Monthly Subscription Fees that you have paid to us in the 12 months immediately preceding the date on which the claim arose; and

8.2.3we assume no liability in relation to the Products. It is your responsibility to take out the relevant insurance necessary to cover the cost of the Products you are supplying to Customers in the event that they are lost or damaged in transit.

8.3Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

8.4The Seller shall indemnify and hold OnBuy harmless against all liabilities, claims, actions, proceedings, expenses, damages, losses and costs (including but not limited to any direct, indirect or consequential losses, and all interest, penalties, taxes, duties and legal costs and all other reasonable professional costs and expenses) arising out of or in connection with the Seller's use of the Site.

8.5From time to time, it will be necessary for OnBuy to perform Site updates and carry out maintenance of the Site. Although we will try to do this at times which are least likely to inconvenience our Sellers and Customers, and we will always try to notify Sellers of any planned maintenance, we shall have no liability to you for loss of profits or any other losses caused by maintenance carried out on the Site or downtime of the Site.

9Termination

9.1Without limiting each party’s other rights or remedies available to it, each party may terminate the Seller’s membership of the Site with immediate effect by giving written notice to the other party if:

9.1.1the other party fails to pay any undisputed amount due under these Terms on the due date for payment and fails to remedy that breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

9.1.2the other party commits a material breach of any other terms of these Terms which breach is irremediable or (if such breach is remediable) fail to remedy that breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

9.1.3the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to these Terms;

9.1.4the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy;

9.1.5the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits its inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

9.1.6the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), having a receiver or administrative receiver appointed to or a creditor or encumbrancer taking possession of any of its assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.1.7the other party suspends or ceases, or threatens to suspend or cease, to carry all or a substantial part of its business.

9.2Without limiting our other rights or remedies, if the Seller fails to achieve the seller performance metrics across the Site in any month then we will provide you with written notice of such failure setting out full details of such failure and we will work with you to help you meet the seller metrics in subsequent months. If (subject to us providing you with such notice after the first month) you fail to meet the same seller performance metric(s) across the Site for two consecutive months, we shall have the right, at our absolute discretion, to:

9.2.1grant the Seller only Restricted Access to the SCP; and/or

9.2.2terminate your membership of the Site by giving you 30 days’ written notice.

9.3Without limiting your other rights or remedies, you shall have the right to terminate your membership of the Site by giving us 30 days’ written notice through the SCP.

9.4Without limiting our other rights or remedies, we shall have the right to immediately suspend your access or grant you only Restricted Access to the SCP if you commit a material breach of clause 7 or any other provision of these Terms and, in the case of a breach which is capable of remedy, fail to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

10Consequences Of Termination

On termination of your membership of the Site:

10.1if OnBuy terminates your membership of the Site, all sums due to OnBuy in accordance with these Terms shall become immediately due and payable;

10.2if OnBuy terminates you membership in accordance with clause 9.2.4 or you terminate your membership in accordance with any of the provisions of clause 9, you shall continue to pay to us all of our outstanding Monthly Subscription Fees, any other fees set out under clause 6 and any other amounts which are properly owed to us together with any applicable VAT in accordance with these Terms;

10.3you shall ensure that all orders placed before termination are fulfilled where your level of access to the SCP permits you to do so;

10.4you shall return to us any property which belongs to us. Until such property has been returned, you shall be solely responsible for its safe keeping and will not use it for any purpose;

10.5the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected or prejudiced. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;

10.6all licences granted under these Terms will expire on termination unless required for the purposes of clause 10.2;

10.7clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

10.8you acknowledge and accept that we reserve the right to pass your contact details to a Customer where, on termination of these Terms, there remain any Disputes or issues which are unresolved between you and the Customer.

11Confidentiality

11.1OnBuy will take all precautions to securely store all of the Seller's Product and business information and will not share this with any third party, unless specific permission is granted by the Seller.

11.2Neither party will disclose any details of the other party’s correspondence or operations (including the operations of the SCP and marketing plans) to any third parties, except its group companies and employees, workers, consultants, agents or representatives that have a genuine need to know that information in connection with the implementation of these Terms (“Permitted Recipients”) provided that the disclosing party informs those Permitted Recipients of the confidential nature of the information before it is disclosed and procures that those Permitted Recipients comply with the obligations in this clause 11 as if they were the disclosing party. The disclosing party shall be liable for the actions or omissions of the Permitted Recipients as if they were the actions or omissions of the disclosing party.

11.3The obligations of confidentiality under these Terms shall remain in effect for 5 (five) years after the termination or expiry of these Terms.

12Intellectual Property Rights

12.1The copyright, design rights and all other intellectual property rights in the Site and in any materials and other documents or items that we prepare or produce in any form whatsoever in connection with the Site (“Documentation”) will belong to us absolutely.

12.2You may not use the Documentation without OnBuy's prior written consent.

12.3You acknowledge and accept that the copyright, design rights and all other intellectual property rights in a Listing will belong to us absolutely or have been licensed to us. Listing a Product against a Listing does not grant you any intellectual property rights in that Listing.

12.4We hereby grant you a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right to use each Listing for the sole purpose of advertising the Products which you sell through the Site.

12.5Except as expressly stated in clause 12.4 above, these Terms do not grant the Seller any rights to, under or in, any copyright, designs, patents, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Site or any of our Documentation.

12.6OnBuy represents, undertakes and warrants that it is the legal beneficial owner of all intellectual property on the Site (including without limitation the SCP) or has an irrevocable licence to use such intellectual property for the purposes for which it is used. OnBuy shall indemnify the Seller and hold the Seller harmless against any and all damages, liabilities, costs, expenses and losses arising out of or relating to any non-compliance or breach of this clause 12.5. OnBuy acknowledges and agrees that clause 8 shall not apply in relation to this indemnity.

12.7Your name, logo and all other intellectual property rights that relates to you (including those in any materials and other documents or items that we prepare or produce in connection with the Site) will belong to you absolutely.

13Seller's IPR Warranty And Indemnity

13.1The Seller warrants to OnBuy that it is the legal beneficial owner of all the IPR and/or possesses a valid licence to use the materials which it provides or uploads to the Site including the data, information (for example Listing Information and Seller Information), photographs, logos and images and the use of any such materials by OnBuy pursuant to these Terms will not infringe the IPR of any third party.

13.2The Seller shall indemnify OnBuy and hold OnBuy harmless against any and all claims, actions, proceedings, damages, liabilities, costs, expenses and losses (including without limitation court costs and reasonable legal fees) arising out of or relating to any non-compliance or breach of this clause 13.

13.3For the purposes of these Terms, "IPR" shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in set-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in computer software, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

14Law And Jurisdiction

Contracts for the purchase of goods or services through our Site shall be governed by English law. Any dispute or claim arising from, or related to, such contracts (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England.

15General

15.1Neither party shall be responsible if it is prevented from or delayed in performing any of our obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, lockdown, COVID-19 related matters, the ending of the transition period for the UK’s departure from the EU, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15.2No party shall assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under these Terms without the other party’s prior written consent, provided at all times that the Seller is permitted assign or subcontract its obligations under these Terms to its group companies.

15.3Any notice or other communication required or permitted to be given to a party under these Terms shall be deemed to have been validly given if served personally on that party or if sent by First Class pre-paid post to that party’s registered office (if a company) or its principal place of business (in any other case) or if sent by email to that party's email address as set notified to the other party in writing in accordance with this clause. Any notice or other communication shall be deemed to have been received: (a) if served personally, on signature of a delivery receipt; (b) if sent by First Class pre-paid post, 2 Working Days after the date of posting; and (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on a Working Day.

15.4No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.5If any provision or part-provision of these Terms is or becomes void, voidable, illegal or otherwise unenforceable (or indications to that effect are received by us from any competent authority) then that provision shall be deemed deleted to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable. If any provision or part-provision of these Terms is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.6Nothing in these Terms is intended or shall be deemed to create a partnership or joint venture of any kind between the parties, nor authorise either party to act as agent for the other, and you shall have no authority to act in our name or on our behalf or otherwise to bind us in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.7These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.8No variation of these Terms shall be binding unless made in writing and signed by you and us.

15.9These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

15.10These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with English law.

15.11Each party irrevocably agrees that the English Courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

15.12References in these Terms to “writing” includes email (provided the email is supported by a valid server delivery receipt).


Schedule 1

Fees

Monthly Subscription Fees

Standard Seller Subscription Fee: £19 per month (plus VAT)

Partner Seller Subscription Fee: £39 per month (plus VAT)

Subscription Waiver Guarantee

For Sellers paying the Standard Seller Subscription Fee the Subscription Waiver Guarantee will be automatically applied to when the Seller pays the first month’s Standard Seller Subscription Fee and will continue to be applied for each month in which the Seller’s sales for that month do not exceed £500.

Selling Fees

OnBuy charges a different selling fee depending upon the category that your product is placed in on OnBuy. Our selling fees are detailed below:

Category Fee
Consumer Electronics, Large Appliances & Computing 5%
Everything Else 9%
Delivery Charges 9%

Selling Fees (plus VAT) can be found by calculating:

  • Correct % of the Product Sale Price (as per Selling Fee table above); and
  • 9% of the total delivery cost;

and adding the two to find the total.

OnBuy selling fees are set at a minimum of 1p (1 penny) per product. If, for any reason, the selling fees work out to be less than this amount, the Seller will be charged 1p regardless.

OnBuy may discount Selling Fees for the purposes of the OnBuy Deals platform. Discounted fees are a marketing tool actioned by OnBuy to offer the Customer a saving, and will appear on your invoice (as detailed in clause 4.8) accordingly.


Schedule 2

Prohibited Products

If a product is defined as a Prohibited Product by either OnBuy or PayPal, it must not be sold on the Site.

You may not sell any of the following:

  • Products that are illegal in any way or contravene local rules or legislation.
  • Explosives, weapons and related items.
  • Animal parts or products.
  • Counterfeit, unauthorised or unlicensed merchandise.
  • A toy not marked with the CE mark.
  • A medical device not marked with the CE mark.
  • An electronic good not marked with the CE mark, without a plug, or which has been subject to a product safety recall.
  • A Product which infringes the IPR of a third party.
  • Offensive and/or Controversial Materials, classified as Products that promote, incite or glorify hatred or violence towards any person.
  • Unauthorised or restricted chemicals including but not limited to biocides, pesticides, and detergents.

You may not sell any of the following in the United Kingdom (if you are selling in other parts of the world, you must comply with equivalent local regulations in respect of these and any similar matters):

  • An electronic good without a 3-pin UK plug (excluding shavers and similar electrical grooming Products).
  • Medicinal Products not authorised for sale in the UK, or in a format the MHRA defines as requiring a prescription or supervision by a licensed practitioner.
  • Veterinary medication not authorised for sale in the UK, or defined as requiring a prescription by the VMD.
  • Zero-powered cosmetic contact lenses can be supplied only under the supervision of a registered optometrist, dispensing optician or medical practitioner.

You can see which Products violate PayPal's Acceptable Use Policy here: https://www.paypal.com/en/webapps/mpp/ua/acceptableuse-full

If you are unsure as to whether a Product is a Prohibited Product or not, please register now and we can let you know. Existing sellers can submit a ticket here.

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