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1. ABOUT THESE TERMS AND CONDITIONS
1.1 By accessing or using the Site you agree to and accept these Conditions.
1.2 These Conditions set out the ways that you may make use of the Site and our services, and they form the basis of a binding contract between you and us.
1.3 Certain sections of these Conditions will apply to Buyers only, Sellers only or both Buyers and Sellers. Please ensure to read the section that relates to your use of the Site. Unless stated otherwise, the section will apply to all parties.
1.4 Buyers: The contract between you and us will come into existence when you access and use the Site.
1.5 Sellers: The contract between you and us will come into existence when you register as a Seller on the Site. These Conditions apply to the contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.6 These Conditions also set out the basis of contracts formed between Sellers and Buyers using the Site.
1.7 We may at any time update these Conditions and any aspects of the Site or our services. Any changes we make to these Conditions will be effective immediately on publishing the new Conditions on the Site. We strongly recommend that you read the current Conditions when using the Site. You acknowledge and agree that it is your responsibility to ensure that you are aware of the current Conditions. Your continued use of or access to the Site shall be deemed to be an acceptance of the updated Conditions.
1.8 If you do not agree to these Conditions, please immediately stop using the Site and/or our services or any part of them. You will not be able to sell or purchase anything using the Site until you have accepted these Conditions, and agree to comply with the obligations that they place on you.
2. WHAT DO VARIOUS TERMS USED IN THESE TERMS AND CONDITIONS MEAN?
In these terms and conditions the words and expressions below have the following meanings:
Applicable Laws: means all regional, national and international laws, regulations and standards applying to the person or circumstances in question, including standards imposed by or notices issued by any governmental or regulatory authorities and all generally applicable industry standards, including those attributable to self-regulation.
Buyer: any person who uses the Site and who purchases or is seeking to purchase Products from a Seller through the Site.
Commission Fee: shall mean a sum of 10% (inclusive of VAT) of the proceeds (inclusive of VAT) from the sale of a Seller’s Product through the Site, inclusive of any delivery or other carriage charges, payable by a Seller to us.
CMS: the content management system operated for the management of the Site.
ConnectNation, us, our and we: the owner of the Site from time to time (which is currently as set out in clause 3.1).
Conditions: these terms and conditions.
Listing: a particular webpage or part of a webpage on the Site on which a Product is advertised.
Order: an order for Products made by a Buyer using the Ordering and Delivery Procedures.
Ordering and Delivery Procedures: the procedures set out in these Conditions and any additional such procedures set out elsewhere on the Site from time to time in relation to the listing, selection, ordering, sale, storage, packaging and delivery of Products, whether generally or in relation to any particular Order.
Product: a product made available by a Seller on the Site; including where applicable a box or package containing a combination of products.
Seller: an individual, firm or company who uses the ConnectNation Site in the course of conducting a trade of selling products in the UK.
Site: the GrowNation website, URL www.grownation.co.uk.
Site Instructions: instructions given by ConnectNation as set out in these Conditions or elsewhere on the Site from time to time or as communicated by ConnectNation to any Sellers or Buyers from time to time, regarding any aspect of the procedures relating to use of the Site or to the sale and delivery of Products, including without limitation any part of the Ordering and Delivery Procedures.
Users, you or your: any person, firm or company who accesses and uses the Site.
Writing: includes e-mails and text messages. Please note that when we use the words “writing” or “written” in these Conditions, this includes e-mails and text messages.
3. ABOUT GROWNATION
3.1 The Site is owned and operated by ConnectNation Ltd (“ConnectNation”, “we”, “us”, “our”), a company registered in England and Wales with company number 12549585 whose registered office is 1st & 2nd Floor, 2 West Street, Ware, Hertfordshire SG12 9EE.
3.2 How you may contact us. You can contact us at any time by e-mailing [email protected]
3.3 How we may contact you. If we have to contact you, we will do so by writing to you at the postal address or e-mail address that you provided to us, or by calling or texting you on the number you provided to us.
3.4 We hope that you have a successful and enjoyable experience when using the Site. However, if you have a complaint about the Site or our services, please contact us using the contact details set out in clause 3.2. Please note that if you have any complaints regarding your order or a transaction carried out with a Seller using the Site, you should contact the Seller initially to attempt to resolve the problem. If unresolved, you may use our formal dispute resolution procedure (set out below).
3.5 Alternatively, you are entitled to complain to the Consumer Ombudsman. Details can be found at: http://www.consumer-ombudsman.org/.
4. THE SITE
4.1 The Site is an online marketplace facility that enables buyers and sellers to buy and sell horticultural and related products and other items.
4.2 Access to the Site is permitted on a temporary basis. You accept that we may withdraw or amend the Site or our services (including access to them) on reasonable notice. If we amend the Site or services, any amendment will be subject to these Conditions. We will not be liable to you for any reason if the Site and/or our services are unavailable or inaccessible to you at any time or for any period.
4.3 In using the Site and our services (whether as a Buyer or a Seller), you may have to register on the Site in accordance with any Site Instructions.
4.4 Buyers. When registering on the Site as a Buyer, or purchasing Products as a Buyer, we will require you to provide certain information, as notified on the Site from time to time. We may also require appropriate evidence at any time that you meet any criteria that we impose from time to time to entitle people to be registered as Buyers.
4.5 Any person who wishes to use the Site as a Buyer should be domiciled in the United Kingdom. If you are domiciled in any other country or jurisdiction, you access or use the Site at your own risk.
4.6 Sellers. When registering as a Seller, we will require you to provide certain information, as notified on the Site from time to time. We may also require appropriate evidence at any time that you comply with any Applicable Laws and with any other criteria that we impose from time to time to entitle people to be registered as Sellers.
4.7 Please note that clauses 19, 20 and 21 contain detailed provisions relating to the data protection law aspects of the Site that may be relevant to you. If you are interested in such things, please read those clauses.
4.8 All information provided by you (whether as Buyer or Seller) must be truthful, accurate and complete. You must correct or update any information as soon as practicable if it changes. We reserve the right at any time and at our sole discretion to reject any registration or to suspend or remove any registration. We will not be required to give any reasons.
4.9 Unless we otherwise consent in writing, you may not register more than one account on the Site. You may not transfer your account to another party without our prior consent in writing.
4.10 You acknowledge that you may be required to set a password for your account, or we may assign to you a user identification code. Any password, user identification code, or other security information must be treated by you as confidential. You must not disclose such information to any third party. We at all times reserve the right to disable any user information code or password (whether chosen by you or us). You acknowledge and agree that you are responsible for all consequences arising from the use or misuse of your account, password and/or user identification code. In particular, you acknowledge and agree that instructions and actions transmitted on the Site via your account will be deemed to have originated from you if your account details have been utilised. Any user name chosen by you shall not be misrepresentative, vulgar, offensive, defamatory, contain any profanity, promote illegal activity, violate any intellectual property rights of any third party or misleadingly impersonate someone.
4.11 You will be responsible for any electronic communications and content sent from your computer or other internet access device using your log-in details whether or not actually performed by you.
4.12 You acknowledge that information transmitted via the internet is not completely secure and we cannot guarantee that any communication by electronic means will reach its intended destination on time (or at all).
4.13 We (or a third party appointed by us) may be required to carry out maintenance on the Site from time to time. Whilst we will try to notify Users of any upcoming maintenance where possible, we may carry out emergency maintenance on the Site without notice to you. We shall not be liable for any loss or damage suffered as a result of any maintenance or work on the Site.
4.14 We reserve the right (at our sole discretion) to limit or otherwise restrict access to the Site or our services for any reason whatsoever.
4.15 There may be links on our Site to third party websites. We have not reviewed these third party websites. You acknowledge and agree that we do not have any control over such sites or resources. If you decide to use the third party websites, you do so at your own risk. We will not be liable for any loss or damage that may arise from or in connection with your use of such websites.
4.16 You may not use the Site or our services for any activity that is unlawful in the United Kingdom or the country that you are domiciled or using the Site (if different).
4.17 You must not do or omit to do anything that causes the Site or our services to be interrupted, damaged or impaired.
4.18 You must not do anything that imposes or may impose (in our opinion) an unreasonable or disproportionately large load on our infrastructure or that amounts to a denial of service attack.
4.19 You must not establish a link to the Site in any way that may damage our reputation or suggest association, approval or endorsement with or by us unless we give you express written consent.
4.20 You must also:
4.20.1 establish and maintain internet access through the use of a suitable computer and modem or similar device;
4.20.2 ensure that any computer hardware and/or software used is properly equipped and functions with up-to-date software and up-to-date protection against computer viruses;
4.20.3 ensure that any communication with or data transmitted to us does not contain or transmit any computer viruses, and is not (in our sole opinion):
126.96.36.199 unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
188.8.131.52 facilitating any illegal activity.
This section applies to Sellers only, unless specified otherwise.
5.1 Sellers may list their Products on the Site, subject to these Conditions.
5.3 Sellers must comply with all Site Instructions regarding any Listings, including without limitation the extent of their authority to use the CMS to enter or vary any Listing content, and the extent to which they must liaise with and obtain our agreement to the contents of any Listing.
5.4 We reserve the right to refuse to publish any Listing.
5.5 Sellers shall comply with all Ordering and Delivery Procedures and with all Site Instructions.
Pricing of Listings.
5.6 The Listing must set out the price to be charged for the Product. The Seller must comply with any Site Instructions regarding prices that may be charged. The price for the Product will be shown on the Site in pounds sterling (£), and will be fully inclusive of all taxes (including for the avoidance of doubt any VAT, sales tax or similar charges or levies), save for any delivery charges, which must be shown separately.
Standard of Listings.
5.7 The Product listed in the Listing must exist and be available for sale to Buyers at the listed price. We reserve the right to verify the existence and availability of Products offered for sale on the Site. You agree that we may access your records and systems and/or contact you for the purposes of such verification or clarification. You agree to provide any additional information as we may reasonably request to enable us to do so within a reasonable timeframe. Should you fail to provide such information, or in the event that we cannot verify the existence or availability of the Product in question, we may remove the Listing and/or suspend (or cancel) access to our service and/or the Site without notice and without any liability to you.
5.8 All Listings must comply with any Applicable Laws and Site Instructions, including any relevant advertising standards. In the event that a Seller becomes aware that a Listing does not comply with any Applicable Laws or Site Instructions, it shall immediately remove the Listing and notify us of the details of the non-compliance.
5.9 All Listings must be true, accurate, current, complete and provide adequate information about the type, nature and specification of the Product. You are entirely responsible for the information and content in your Listing (or any part of it) and you acknowledge and agree that we shall not have any responsibility or liability for your Listing or the content of it. You acknowledge that this applies whether or not we liaise with you regarding any Listing or whether or not we check the content of any Listing, and that we operate the Site based on the good faith of Sellers.
5.10 The Seller’s relevant contact details may be made available in accordance with any Site Instructions in connection with the process of completing and fulfilling Orders.
6. BUYING AND SELLING ON THE SITE: GENERAL
This section applies to both Buyers and Sellers.
6.1 The Site is a platform to facilitate the advertising, buying and selling of Products as between Buyers and Sellers. There are a number of ways to buy on the Site. These include credit card online, credit card over the phone, or click and collect.
6.2 When you sell or buy Products through the Site the binding legal contract will be between the Buyer and the Seller. ConnectNation is not a party to any contract of sale concluded for Products through the Site.
6.3 Where the identity of a Seller is not clear in relation to any Order then ConnectNation shall be treated as acting as a commercial agent for that Seller as an unidentified disclosed principal. We accept no responsibility or liability in relation to that Seller’s compliance with these Conditions. Where reasonably required we shall be able to provide a Buyer with the details of any such Seller.
6.4 Any contract of sale between a Buyer and a Seller concluded through the Site will be subject to terms and conditions as between the Seller and the Buyer as set out in these Conditions.
6.5 Please note that the responsibility for compliance and enforcement of any rights under the contract of sale between the Buyer and Seller shall be between you both, and not be the responsibility of ConnectNation.
6.6 Any person who wishes to buy on the Site must be domiciled in the United Kingdom. If you are domiciled in any other country or jurisdiction, you use the Site at your own risk.
6.7 We do not and cannot make any warranty, guarantee, representation, undertaking or otherwise that the Products will be of a satisfactory quality, fit for purpose, conform to description, exist, comply with any Applicable Laws or Site Instructions, or will be otherwise legal or legitimate. Any warranties (whether express or implied) in respect of the Products are disclaimed by us absolutely to the fullest extent that may be permitted by law. Nothing in these Conditions will affect a Buyer’s rights against a Seller.
6.8 You acknowledge that we do not and will not at any stage of the Ordering and Delivery Procedures have possession of any of the Products listed on the Site for sale, unless we expressly state otherwise.
6.9 Whilst we will provide the technical means enabling Sellers to upload Listings on the Site, and may from time to time assist Sellers with uploading Listings, we are not responsible in any way for the content of the Listings provided by the Sellers. You acknowledge and agree that we are not responsible for checking each Listing uploaded and that we do not make any warranty as to their quality or content.
6.10 Sellers only: Sellers may not sell any Products whose sale, distribution, import or export is prohibited or restricted by any Applicable Laws in the United Kingdom. The Seller will be solely responsible for checking whether any restrictions apply to the Products that are bought and sold on the Site and for any legal consequences. Sellers must comply with all Applicable Laws and Site Instructions in connection with the sale or distribution of the Products, including any applicable trading standards, manufacture, packaging, marketing, certification and delivery.
6.11 Sellers only. Whilst we hope to maximise sales through the Site, we do not guarantee, warrant or represent that you will attain any minimum quantity of sales of the Products through the Site.
7. BUYERS BUYING PRODUCTS FROM SELLERS
This section applies to Buyers, and to Sellers where applicable
7.1 The images of Products shown in any Listings are for illustrative purposes only. Your Product may vary slightly from those images. The stated measurements of certain Products may be approximate in accordance with normal industry practice, subject to any Applicable Laws.
7.2 The packaging of Products may vary from that shown in images on the Site.
Orders and contracts
7.3 Your order to purchase a Product from a Seller will be placed when you click to complete the check-out process. Your order is an offer to the Seller to purchase the Product, and not necessarily an acceptance of the order. The Seller’s acceptance of your order will take place when you receive a notification through the Site (triggered by the Seller) that your order has been accepted, at which point a contract will come into existence between you and the Seller. Please note that prior to placing the order, you will be able to amend, edit, vary or withdraw from the order at any time.
7.4 If the Seller is unable to accept your order, you will be informed of this in accordance with the Ordering and Delivery Procedures and you will not be charged for the Product. This might be because the Product is out of stock, because of unexpected limits on the Seller’s resources which could not reasonably be planned for, because an error in the price or description of the Product has been identified, or because the Seller is unable to meet a delivery location or time which has been specified.
7.5 Your order number. You will be assigned an order number for your order and told what it is by email or text message when your order is accepted, all in accordance with the Site Instructions. It will help us and the Seller if you can give details of the order number whenever you contact us about your order.
7.6 All transactions on the Site will be processed in pound sterling (£). All prices for Products are shown in the relevant Listing, inclusive of VAT, sales tax or similar charges. Where applicable, any delivery charges will be shown separately and may vary depending on location or the type of delivery method chosen. Some banks may charge Buyers an additional fee for certain transactions, and you agree that you will pay any additional fee together with the price for the Products.
7.7 It is always possible that, despite the Seller’s and our efforts, some of the Products may be incorrectly priced. If the Product’s correct price at your order date is higher than the listed price, the Seller will contact you for your instructions before it accepts your order. If it accepts and processes your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, it may end the contract and refund you any sums you have paid and require the return of any goods provided to you.
7.8 Once you have placed an order, you authorise us to immediately charge by your method of payment for the purchase price (as specified when you checked-out). You may only pay for the Product from a Seller using the payment methods on the Site. We may rely on your placing of an order as an instruction to us to take your payment. Please note that you may not use any card that you know, or ought to know, is invalid or expired. Any payment made by you for a Product on the Site will satisfy your obligation to pay for the Product. If your payment is not authorised by your credit card issuer or bank, your order will be rejected. If a Product ordered from a Seller is not available or where the Seller is unable to fulfil your order, the Seller will contact you as soon as reasonably practicable to arrange an alternative product, an alternative order with a part refund if necessary, or a full refund.
7.9 Payments will be received by us as agent for the Seller.
7.10 We and the Seller may need certain information from you so that the Seller can supply Products to you. If so, this will be set out in the Site Instructions.
7.11 You acknowledge and agree that we may pass your personal details and data to the Seller to enable them to contact you and to carry out their obligations to you under these Conditions. We cannot be responsible for the content of any communication that you receive from Sellers.
7.12 We or the Seller may send you other e-mails or text messages to update you on the progress of the order, or to invite feedback.
7.13 We may at our sole discretion refuse to process a transaction for any reason or refuse the services at any time. We will not be liable to you or any third party in these circumstances.
7.14 Your rights to make changes. If prior to delivery you wish to make a change to a Product you have ordered please contact the Seller in accordance with Site Instructions.The Seller will let you know if the change is possible. If it is possible the Seller will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If the Seller cannot make the change or the consequences of making the change are unacceptable to you, you may choose to cancel your order and to receive a refund from the Seller of any sums you have paid, by notifying the Seller in accordance with the Site Instructions.
7.15 For the purpose of these Conditions the expression ‘delivery’ means delivery in accordance with applicable Site Instructions, whether this takes effect by the Seller delivering Products to a particular location or by the Seller making Products available for collection by a Buyer or the Buyer’s representatives at a particular location.
7.16 Delivery locations and times shall be as set out or notified in accordance with the Site Instructions.
7.17 You shall be responsible for all your obligations as set out in the Site Instructions in relation to the delivery of Products, including where applicable for taking delivery of Products at any locations and within any time periods notified to you during the Ordering and Delivery Procedures, and for producing any identification and order numbers required on collection.
7.18 If you fail to take delivery of any Product at the relevant delivery location and within the relevant time period the Seller will use reasonable endeavours to contact you to arrange delivery at a later time, and may charge you for storage costs and any further delivery costs. If, despite the Seller’s reasonable efforts, the Seller is unable to contact you or re-arrange delivery or collection the Seller may end the contract.
7.19 You shall be responsible for complying with all security and other procedures notified to you by the Seller or its representatives during the delivery process.
7.20 If delivery of Products is delayed by an event outside the Seller’s control then the Seller will contact you as soon as possible to let you know and will take steps to minimise the effect of the delay. Provided the Seller does this the Seller will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact the Seller to end the contract and receive a refund for any Products you have paid for but not received.
7.21 If the Seller misses any delivery timeframe or deadline for any Products then you must give the Seller a reasonable opportunity to provide and meet a reasonable later timeframe or deadline (being in any event no more than 5 days after the original timeframe or deadline), and you can treat the contract as at an end if the Seller does not provide such a later timeframe or deadline or if having done so it misses it.
7.22 If you do choose to treat the contract as at an end for non-delivery under clause 7.21, you can cancel your order for the Products in accordance with the Site Instructions. If you wish, you can reject or cancel the order for some of the Products (not all of them), where this can reasonably be arranged. After that the Seller will arrange to refund any sums you have paid for the cancelled Products and their delivery.
7.23 A Product will be your responsibility from the time it is delivered to you in accordance with the Ordering and Delivery Procedure.
7.24 You own a Product once it is delivered to you in accordance with the Ordering and Delivery Procedure.
8. SELLERS SELLING PRODUCTS TO BUYERS
This section applies to Sellers only.
8.1 The Seller appoints us to act as its exclusive payment agent to process transactions for the Products through the Site including (without limitation) accepting, refunding or accounting for such payments. The Seller acknowledges and agrees that any duties or obligations of an agent implied by law are expressly excluded, unless otherwise provided by these Conditions.
8.2 The Buyer will make payment for the Product directly to us (acting as commercial agent of the Seller). Payments will be collected by our payment service provider from time to time. The Seller acknowledges and agrees that any obligation by the Buyer to make payment for the Product shall be satisfied upon full payment in cleared funds (including delivery charges or any other associated changes) to us. The Buyer will make payment to us for the Product through the Site by the payment methods that may be stated on the Site, or as we otherwise notify Buyers from time to time.
8.3 Following acceptance of an order, the Seller will:
8.3.1 fulfil the order in accordance with all the requirements established in the course of the Ordering and Delivery Procedures and with any Site Instructions;
8.3.2 give the Buyer any relevant information needed to enable the order to be completed, including if any circumstances occur requiring any changes to any collection times or locations; and
8.3.3 notify us promptly in writing in accordance with any Site Instructions at each of the following stages:
184.108.40.206 completion of delivery of an order; and
220.127.116.11 processing the physical element of an exchange or refund.
8.4 If a Product ordered by the Buyer is not available or the Seller is otherwise unable to fulfil the order, the Seller must contact the Buyer as soon as reasonable practicable to arrange an alternative product, an alternative order with a part refund if necessary, or a full refund.
8.5 The Seller will comply with any Site Instructions regarding any entitlement to include its trade name and/or brand on any packaging that is included with the Products.
8.6 Subject to clause 8.7 the Seller will be responsible for ensuring its ability to arrange for delivery of Products by collection by the Buyer or their representatives at the collection sites and during the delivery timeframes detailed in the Ordering and Delivery Procedures, and for ensuring that all Applicable Laws and Site Instructions and any other applicable instructions given by such third parties or others in relation to the delivery procedure at that site are complied with during the delivery process.
8.7 Where any delivery site is provided by third parties in accordance with arrangements made by us, we will use reasonable endeavours to ensure that such site remains available at the time delivery to any Buyer is due to be made. We shall not be responsible if such site ceases to be so available, and should this occur you and we shall use reasonable endeavours to arrange alternative delivery sites and to communicate accordingly with any relevant Buyers.
8.8 Where applicable ConnectNation may as agent for a Seller register the Seller as a food business with those local authorities who have jurisdiction over any delivery sites at which the Seller’s Products are to be delivered. The Seller will be responsible for complying with all Applicable Laws in relation thereto.
8.9 The Seller will comply with any Site Instructions regarding livery, signage or Product labelling required of the Seller or its representatives in relation to the delivery or collection process.
8.10 If a Buyer fails to attend a delivery site to collect any Products they have ordered, the Seller shall use all reasonable endeavours to contact the Buyer to arrange collection at a later time.
8.11 When delivering the Products, the Seller must not do anything or act that does or has the potential to divert business or custom away from the Site.
8.12 We may at our entire discretion suspend or terminate a Seller’s registration on the Site if we suspect that the Seller is in breach of any of its obligations under this clause 8.
8.13 The Seller may not use the Site at any time to promote any other website, product, service or shop outside those provided on the Site.
8.14 The Seller shall maintain a return and refund policy that is compliant with all Applicable Laws and Site Instructions. We shall not be responsible for the compliance of your return and refund policy with any Applicable Laws or Site Instructions. In the event that you fail to comply with this clause, we shall be entitled to suspend our services, suspend, remove or cancel (at our discretion) any Listings that are currently on the Site and disable your password and account.
9. ACCOUNTING TO SELLERS AND COMMISSION
This section applies to Sellers only.
9.1 Payments from Buyers from the sale of Sellers’ Products through the Site will be collected by our payment service provider from time to time.
9.2 Within 14 days of confirmation of delivery of the Product, the proceeds from the sale of your Product will be transferred to a bank account nominated by you from time to time, less our Commission Fee. We shall bear the cost of any merchant fees that we incur in collecting and transferring the proceeds to you. If your bank details change, you will notify us immediately and shall be liable to pay any fees incurred in connection with the change.
9.3 All monies accounted you under this clause shall be in pound sterling (£).
9.4 If, for whatever reason, sale proceeds to you without full deduction of our Commission Fee or any other fees, we shall be entitled to invoice you for those fees, such invoice to be paid within 14 days of the date of the invoice.
9.5 If at any time you make a refund to a Buyer in relation to any order we shall either make a refund or provide a credit to you in respect of the appropriate amount of Commission, less at our sole discretion any merchant fees we have borne.
9.6 We shall at any time, without notice to you, be entitled to set off, withhold, counterclaim, discount or abate any fees due from you against or from any monies that are due to you under these Conditions.
10. REFUNDS, EXCHANGES AND RETURNS
10.1 If a Product is defective, faulty, damaged or not as described, the Buyer may be entitled to a refund.
10.2 Due to the nature of the purchase and the perishable nature of most Products sold through the Site, it will generally not otherwise be possible for a Buyer to return, exchange or get a refund for any Product. However, nothing in these Conditions shall limit your statutory rights.
10.3 You must make any enquiries to the Seller directly using the contact details on its webpage on the Site. The Seller shall make any return and/or refund in accordance with its return and refund policy and subject to all Applicable Laws. If applicable the Seller will inform you how to return a Product and if it requires any further information. We strongly recommend that you check the Seller’s return and refund policy before returning a Product and obtain proof or a postage receipt for any Products that you return to a Seller, as the return of the Product will be your responsibility.
11.1 If a Buyer has any complaints and/or questions with respect to a sale transaction, please direct these to the Seller using the contact details provided during the order process. We suggest that you provide full particulars of any complaint, together with any supporting evidence (if applicable) to the relevant Seller.
11.2 The Seller will be required to respond to a Buyer who complains directly as soon as reasonably practicable, and in any event, within 5 business days of receipt of the complaint.
11.3 The Seller and the Buyer must use all reasonable endeavours to resolve the issue giving rise to the complaint in good faith.
11.4 If the complaint has not been resolved within 5 business days of the Seller receiving the complaint, we may (but are not obligated to) contact the Seller directly to determine whether it has acted in accordance with its returns and refunds policy and/or these Conditions.
11.5 We may in our entire discretion review the complaint within a reasonable timeframe. To enable us to do so, we may request that either party provide us with further information. You (whether Buyer or Seller) must respond promptly to any request for further information.
11.6 Following any review of your complaint in accordance with the procedure set out in this clause, we may determine whether or not the Seller has breached these Conditions. If we do determine this, we may (in our entire discretion) request the Seller to make a refund or take any such other action as we may request. If the Seller fails to comply, we shall (at our entire discretion) be entitled to suspend our service to them, to suspend, remove or cancel any of the Seller’s Listings currently on the Site (without refund or liability), and to disable their account and password.
12. BUYERS: REVIEWS AND OTHER USE OF THE SITE
This section applies to Buyers only.
12.1 The following provisions apply where the Site enables you to upload a review onto the Site in respect of a particular Product or transaction. Any material that is uploaded to the Site must not:
12.1.1 be defamatory;
12.1.2 be unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
12.1.3 infringe any intellectual property rights of any person;
12.1.4 be used to promote or facilitate illegal activity;
12.1.5 be used to impersonate any person or misrepresent your identity.
12.2 The material that you upload onto the Site will be considered non-confidential and non-proprietary. We shall be entitled to use, copy, distribute, disclosure or otherwise make use of any such material for any purpose. You will be liable for the content, accuracy or interpretation of any material that you upload onto the Site. We shall not be liable for any loss or damage that may arise from or in connection with any such material. You agree to indemnify us for all claims brought by third parties against us arising out of or in connection with any material that is uploaded by you or on your behalf that infringes another party’s intellectual property rights.
12.3 We reserve the right to remove or suspend any User from the Site if he or she breaches this clause. We also reserve the right to remove any material (for any reason whatsoever) from the Site that has been uploaded by a User.
12.4 You acknowledge and agree that all title, rights and interest to or in any intellectual property rights arising out of or in connection with the Site or our services shall be owned by us.
12.5 You agree that you will not extract, copy, reproduce, modify, create derivative works from or utilise any or all of the content on the Site and/or our services for any purpose, unless we otherwise consent in writing.
12.6 You grant an irrevocable, non-exclusive, royalty-free licence to use any material that you upload to the Site or provide to us, and will indemnify us for any claims brought by third parties against us that arise out of or in connection with any such material.
13. INTELLECTUAL PROPERTY RIGHTS
This section applies to Sellers only.
13.1 The Seller acknowledges and agrees that subject to clauses 13.2 and
13.3, all intellectual property rights in or arising out of or in connection with the Site shall be owned by us.
13.2 The Seller hereby grants to us a non-exclusive ongoing irrevocable royalty free worldwide licence for the duration of our contract with the Seller to use any photographs, images, text or other content (including for the avoidance of doubt the Seller’s logo and/or brand name) provided in connection with a Listing or any other use of our services.
13.3 In the event that a Seller contributes to any editorial content on the Site, it hereby gives us a non-exclusive permanent irrevocable royalty free worldwide licence to use any intellectual property rights in that editorial content. The Seller warrants that all intellectual property rights in any submitted editorial content are owned by it and that it is legally entitled to license the intellectual property rights to us. We shall be entitled to use the editorial content submitted by Sellers and licensed to us in any way that we choose without the need for prior consent.
13.4 The Seller warrants that:
13.4.1 it is the legal beneficial owner of or has the right to use all intellectual property rights in and relating to the Listing, and any photographs, images, text or other content that it provides to us; and
13.4.2 the making of Products available for sale on the Site, and consequent exercise by us of the licence granted by clause 13.2 will not infringe any intellectual property rights of any third party.
13.5 The Seller shall indemnify and holds us harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of this clause 13 in respect of any claim or action that the normal operation, possession or use of any intellectual property rights by us infringes a third party’s rights.
14.1 Buyers. You may terminate your account by giving us written notice at any time. We reserve the right to suspend or terminate our contract with you immediately without notice if in our sole opinion you are in breach of these Conditions.
14.2 Sellers. Either we or the Seller may terminate the contract between us without giving a reason by giving no less than 3 months to the other.
14.3 Sellers. Without affecting any other right or remedy available to us, we may suspend our services, suspend, remove or cancel any Listings, disable your account or terminate our contract with a Seller with immediate effect by giving written notice to the Seller if:
14.3.1 the Seller commits a material breach of these Conditions;
14.3.2 the Seller repeatedly breaches any of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Conditions;
14.3.3 the Seller fails to pay any amounts due to us;
14.3.4 any applicable clause in these Conditions entitles us to do so;
14.3.5 the Seller fails to put in place and/or maintain a refund and return policy that is compliant with all Applicable Laws and Site Instructions;
14.3.6 the Seller receives a high number of complaints from Buyers;
14.3.7 the Seller is, in our sole opinion, not suitable or eligible to be listed on its Site (for any reason whatsoever);
14.3.8 the Seller suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
14.3.9 the Seller commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
14.3.10 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Seller (being a company);
14.3.11 the Seller (being an individual) is the subject of a bankruptcy petition order;
14.3.12 a creditor or encumbrancer of the Seller attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
14.3.13 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Seller (being a company);
14.3.14 a floating charge holder over the assets of the Seller (being a company) has become entitled to appoint or has appointed an administrative receiver;
14.3.15 a person becomes entitled to appoint a receiver over the assets of the Seller or a receiver is appointed over the assets of such;
14.3.16 any event occurs, or proceeding is taken, with respect to the Seller in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(g) to clause 16.2(n) (inclusive);
14.3.17 the Seller suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
14.3.18 the Seller (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs.
15. EFFECT OF EARLY TERMINATION
15.1 Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of your contract with us shall remain in full force and effect.
15.2 Termination of the contract shall not affect any rights, remedies, obligations or liabilities of parties that have accrued up to the date of termination, including the right to receive payment for any amounts or claim damages in respect of any breach which existed at or before the date of termination.
16. INDEMNITIES AND INSURANCE
This section shall apply to Sellers only.
16.1 The Seller shall indemnify ConnectNation against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ConnectNation arising out of or in connection with:
16.1.1 any breach of these Conditions by the Seller; or
16.1.2 any claim against ConnectNation arising out or in connection with any defect in the Seller’s Products or any failure by the Seller to comply with Applicable Laws or Site Instructions..
16.2 The provisions of this clause 16 shall survive termination of the contract with us.
17. SELLERS: LIMITATION OF LIABILITY
This section shall apply to Sellers only.
17.1 Nothing in these Conditions shall limit or exclude ConnectNation’s liability for:
17.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); or
17.1.2 fraud or fraudulent misrepresentation.
17.2 Subject to clause 17.1:
17.2.1 ConnectNation shall under no circumstances whatsoever be liable to the Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Conditions or our contract with you; and
17.2.2 ConnectNation’s total liability to the Seller in respect of all other losses arising under or in connection with these Conditions or our contract with you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Commission Fee received by us from that Seller in the previous three months.
18. BUYERS: LOSS AND DAMAGE SUFFERED BY YOU
This section applies to Buyers only.
18.1 Nothing in these Conditions shall limit or exclude ConnectNation’ liability for:
18.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); or
18.1.2 fraud or fraudulent misrepresentation.
18.2 Subject to clauses 18.1and 18.3:
18.2.1 we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of data, loss of opportunity, loss of anticipated savings, or any indirect or consequential loss arising under or in connection with the contract between you and us; and
18.2.2 our total liability to you in respect of all other losses arising under or in connection with the contract between you and us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount that we have received from Sellers by way of Commission Fees in relation to Products purchased by you through the Site in the previous three months.
18.3 If you are a consumer and not acting in the course of business, nothing in these Conditions shall limit your statutory rights.
19. DATA PROTECTION – DEFINITIONS
In clauses 20 and 21 the words and expressions below have the following meanings:
Agreed Purposes: the supply of services by ConnectNation and the compliance by the Seller with Ordering and Delivering Procedures and/or Site Instructions in accordance with these Conditions.
Data Controller: has the meaning given to it in the Data Protection Legislation.
Data Protection Legislation: all applicable statutes, laws, secondary legislation, rules, regulations and guidance from a Supervisory Authority (or its UK equivalent) relating to privacy, confidentiality, security, direct marketing or data protection of Personal Data or corporate data.
Data Subject: has the meaning given to it in Data Protection Legislation.
Permitted Recipients: ConnectNation and the Seller, along with their employees and any third parties engaged by ConnectNation or the Seller to perform obligations in connection with these Conditions.
Personal Data: has the meaning given to it in the Data Protection Legislation.
Shared Personal Data: the Personal Data to be shared between the Seller and
ConnectNation under these Conditions.
Supervisory Authority: has the meaning given to it in the Data Protection Legislation.
20. DATA PROTECTION COMPLIANCE –SELLERS ONLY
This section applies to Sellers only.
20.1 Sellers. When registering as a Seller, we will require you to provide data about your business such as the business name, the legal entity of the business, your VAT number, your registered office address, your FSA registration or any other applicable registration, your website and your contact telephone number and e-mail address, and any other data as set out in the Site Instructions from time to time.
20.2 This clause 20 sets out the framework for the sharing of Personal Data between us and Sellers as Data Controllers. Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
20.3 Each party shall comply with all the obligations imposed on a Data Controller under the Data Protection Legislation.
20.4 Each party shall:
20.4.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient under these Conditions;
20.4.2 process the Shared Personal Data only for the Agreed Purposes;
20.4.3 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
20.4.4 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality);
20.4.5 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and
20.4.6 not transfer any Personal Data outside of the European Economic Area unless the transferor:
18.104.22.168 complies with the provisions of Article 26 of the GDPR (in the event the third party is a joint Data Controller); and
22.214.171.124 ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR; or (iii) one of the derogations for specific situations in Article 49 of the GDPR applies to the transfer.
20.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
20.5.1 consult with the other party about any notices given to Data Subjects in relation to the Shared Personal Data;
20.5.2 promptly inform the other party about the receipt of any Data Subject access request;
20.5.3 provide the other party with reasonable assistance in complying with any Data Subject access request;
20.5.4 not disclose or release any Shared Personal Data in response to a Data Subject access request without first consulting the other party wherever possible;
20.5.5 assist the other party, at the cost of the other party, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with any Supervisory Authority;
20.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
20.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Contract unless required by law, or there is some other legitimate reason, to store the Personal Data;
20.5.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 20.
20.6 The Seller shall indemnify ConnectNation against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by ConnectNation arising out of or in connection with the breach of the Data Protection Legislation or this clause 20 by the Seller, its employees, agents or sub-contractors.
21. DATA PROTECTION COMPLIANCE – BUYERS
This section applies to Buyers only.
21.1 When registering on the Site as a Buyer, or purchasing Products as a Buyer, we will require you to provide certain Personal Data including your real name, your home, delivery (if applicable) and billing addresses (if different), bank or credit card or direct debit details, mobile telephone number and an e-mail address which you access regularly.
21.2 By providing Personal Data or any other information, you agree to the terms of these Conditions.
21.3 Your privacy is very important to us. You recognise that Personal Data will be given to us for the purposes of making a purchase and/or, obtaining ancillary services through use of the Site. For these purposes, we will retain and use such Personal Data and transmit it to our own offices, government agencies or your Sellers. Your Personal Data will not be used for marketing activities without your prior consent and you shall have the option to elect if you wish to receive such communications from us.
Please also note that we will have access to the communications sent between Sellers and Buyers for the purposes of monitoring use of the Site, compliance with the Ordering and Delivery Procedures and with Site Instructions, and ensuring that the Site is not being used for any fraudulent activity or in breach of these Conditions. We will only access these communications where we have a legitimate interest to do so.
21.4 We will only give your Personal Data to third parties other than your Sellers where the law either requires or allows us to do so.
21.5 We will not be liable to you in the event that the Seller processes or otherwise deals with your Personal Data in any way that is unlawful or otherwise in breach of Data Protection Legislation.
22.1 Assignment. You may not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of your rights and obligations under your contract with us without our prior written consent (such consent not to be unreasonably withheld or delayed). We may assign, transfer, mortgage, charge, declare a trust over or deal with our contract with you or any part of it to or with any person.
22.2 No partnership or agency. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
22.3 Entire agreement. These Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.4 Rights of third parties. No one other than you and us shall have any right to enforce these Conditions.
22.5 Waiver. If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breaching this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
22.6 Events outside our control. If the provision of the Services and/or the Site is delayed by an event outside our control, then we will contact you to let you know (where possible). In any event, we will not be liable for delays caused by the event outside of control, but if there is a risk of substantial delay you may contact us to end the contract.
22.7 Severance. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
22.8 Applicable laws and jurisdiction. The contract between you and us and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract or its subject matter or formation (including non-contractual disputes or claims).
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