Terms & Conditions (For Sellers)

These Terms and Conditions apply between you (the "Seller") and both Wolf & Badger Limited, registered in England (06980629) at 10 Queen Street Place, London, United Kingdom, EC4R 1AG, and Wolf & Badger US Inc (together "W&B", "we", "us") in connection to the Services provided.

Where an order is to be delivered within or into the United States, such orders shall be facilitated by Wolf & Badger US Inc. In all other cases, orders shall be facilitated by Wolf & Badger Limited.

1. DEFINITIONS AND INTERPRETATION

In these Terms and Conditions the following expressions shall have the following meanings:

Additional Charges” means any ad hoc costs and/or charges for services which are not covered under the chosen Subscription Package and which are agreed between the Seller and W&B prior to being incurred.

“Affiliated  Websites” means third party websites that W&B may advertise the Website Products on, as notified by W&B to the Seller from time to time.

Charges” means the Commission and Order Processing Fee, and where relevant and applicable, the Subscription Fee, Joining Fee, Returns Charge, Store Fulfilment Charge and/or Additional Charges.

Commission” means the commission payable by the Seller in respect of the Website Product(s) sold being the percentage of the aggregate Net Price(s) of the Website Product(s) agreed between the Seller and W&B under the chosen Subscription Package.

“Code of Ethics” means W&B’s code of ethics which can be accessed at https://www.wolfandbadger.com/pages/csr-policy/

Confidential Information” means any confidential information which is disclosed by either party to the other pursuant to, or in connection with, these Terms and Conditions, other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality).

Customer” means a customer of the Website.

Designer Dashboard” means the area on the Website through which the Seller can upload Website Product(s), manage the Website Sales Area and Stock Documentation, and view the Statement.

Force Majeure” means any acts, events, omissions or accidents beyond the reasonable control of a party including but not limited to: (i) fire, flood, explosion, earthquake, storm or other natural disaster or extreme adverse weather conditions; (ii) terrorist attack, civil commotion or riots; (iii) collapse of building structures or failure of plant, machinery, computers or utility service.

Heuristic Data” means any data which is derived from the Seller’s use of the Website or the processing of Seller Data, and shall include: (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data.

Intellectual Property” means any patent, copyright, registered design, unregistered design right, trade mark, trade name, domain name or other intellectual property rights together with any current applications for the registration of any of the foregoing.

Joining Fee” means a one off fee payable by the Seller prior to the commencement of these Terms and Conditions, if applicable.

Label Fee” means a fee of £3.00 GBP / $4.00 USD / $6.00 CAD / €4.00 EUR / $6.00 AUD per label in the event that the Seller uses shipping labels provided by W&B for their shipments to Customers.

Late Payment Fee” means a charge to be paid by the Seller to W&B for failure to pay any debt due under these Terms and Conditions on the day they are due. The amount of charge will vary depending on the level of outstanding debt. For debts between £0.01 and £999.99 the charge will be £40, for debts between £1000 and £9999.99 the charge will be £70, for debts over £10,000 the charge will be £100.  Late Payment Fees are expressed here in British Sterling but may be satisfied by an equivalent amount in the local currency in which all other Charges applicable to the Seller are denominated, applying the foreign exchange conversion rate (as quoted by a recognised exchange) in force as at the date any such Late Payment Fee becomes payable by the Seller.

Losses” mean losses, liabilities, damages, compensation, penalties, costs, disbursements and expenses arising directly or indirectly from any claim, demand, action or proceedings.

Net Price” means in relation to any Website Product(s) the Price less any agreed discounts or rebates (including but not limited to the Permitted Discount) and, in the case of international orders (being those that are order sent outside of the European Union (including the UK)) less an amount equivalent to value added tax where W&B deems it appropriate to make such a deduction in their sole discretion.

"Order Processing Fee" means the order processing fee payable by the Seller in respect of the Website Product(s) sold being the percentage of the aggregate Net Price(s) of the Website Product(s) agreed between the Seller and W&B.

Permitted Discount” means a discretionary discount of up to ten (10) per cent off the Price of each of the Website Product(s).

Premises” means the areas determined by W&B of the W&B stores described on the Website, or any other W&B premises which W&B inform the Seller of.

Price” means the amount that each Website Product(s) is to be offered for sale (outside of any Sales Periods) through the Website as determined by the Seller after consultation with and taking into account the reasonable advice of the staff of W&B and which amount shall be inclusive of applicable taxes (save for sales tax in the United States) but, in the case of international orders (being orders which are sent outside of the customs zone of the location that the order is sent from, for example orders sent from the European Union outside of the European Union), shall be calculated prior to the inclusion of and excluding any additional applicable taxes, duties or fees (including costs relating to shipping and handling) that W&B may charge the Customer in in its sole discretion.

Product Photographs” means the photographic images of the Website Product(s) provided by the Seller for display on the Website Sales Area which meet the photography guidelines (communicated to the Seller by W&B from time to time) which W&B has approved as being suitable for display on the Website and which W&B has agreed to display on the Website.

Receipts” means the net amounts received from the sale of Website Product(s) during that Statement Period in cleared funds.

“Rights” means the Seller’s rights during the Term as set out in these Terms and Conditions: (i) to use the Website Sales Area to exhibit and sell the Website Product(s); and/or (ii) to keep Stock at the Premises; and/or (iii) to have the benefit of the Services.

“Returns Charge” means a fixed amount charged by W&B to be paid by the Seller for any order returned by a Customer.

Sales Period” means any time during which W&B at its absolute discretion decides to hold a sale or promotion period or event on the Website.

Seller’s Bank Card” means the bankcard details provided to W&B by the Seller and held on behalf of W&B with its third party payment provider.

Seller’s Social Media Content” means any social media content produced by the Seller in relation to their Website Product(s) and displayed on any social media platform managed by the Seller.

Seller’s Data” means the data uploaded or submitted to the Website by the Seller directly or indirectly via any third party application and shall include without limitation all anonymised business data, excluding any Heuristic Data.

Services” means the services stipulated in the chosen Subscription Package to be provided by W&B to the Seller.

Statement” means the notice in the Designer Dashboard setting out the Website Product(s) sold during the Statement Period.

Statement Date” means on or before the 21st day following the end of any calendar month or such other dates as W&B shall notify to the Seller from time to time.

Statement Period” means the period of one calendar month prior to each Statement Date and shall have the meaning given to it in clause 7.

Stock” means any stock of the Website Product(s) stored by W&B at the Premises for the delivery of Website Product(s) to Customers.

Stock Room” means that part of the Premises designated by W&B as the area where the Stock is to be stored.

"Store Fulfilment Charge" means a charge in the amount of £10.00 GBP / $14.00 USD / $18.00 CAD / €12.00 EUR / $20.00 AUD to be paid by the Seller to W&B for each online order fulfilled with Stock.

Subscription Fee” means (where applicable under the chosen Subscription Package) a monthly or annual fee charged by W&B to be paid by the Seller (including any applicable Label Fees).

Subscription Package” means the package of services offered by W&B to the Seller in relation to the sale of the Products on the Website.

Term” means the duration of these Terms and Conditions as defined under clause 4 below.

Terms and Conditions of Sale” the terms and conditions of sale displayed on the Website from time to time during the Term.

Website” means the website at domain www.wolfandbadger.com which is owned and operated by W&B.

Website Products” means any product or products that the Seller wishes to exhibit for on the Website Sales Area and which W&B has approved as being suitable for display on the Website Sales Area and which W&B has agreed to exhibit on the Website Sales Area.

Website Sales Area” means a webpage(s) and/or part of a webpage(s) on the Website which has been designated by W&B for the display of the Seller’s Website Product(s).

“W&B’s Email Address” means [email protected] or any other email address as communicated from W&B to the Seller.

Words importing persons include a corporate body, a firm or a partnership and vice versa.

Where any single party to these Terms and Conditions for the time being comprises two or more persons, obligations expressed or implied to be made by or with W&B are deemed to be made by such persons jointly and severally.

Any licence by the Seller not to do anything includes an obligation to use reasonable endeavours not to permit or suffer that thing to be done by another person where the Seller is aware that the thing is being done.

References to W&B or the Seller include any of their directors, executives, employees, staff or agents.

2. GRANT OF RIGHTS TO THE SELLER

2.1. W&B grants to the Seller the Rights during the Term.

2.2. W&B shall so far as it is reasonably able: (i) not grant similar rights to the Rights to persons other than talented fashion, jewellery, accessories, beauty or product designers; and (ii) ensure that the Website contains a good mix of high quality design products.

3. APPOINTMENT OF W&B AS COMMERCIAL AGENT

3.1. As a Seller, you hereby authorise us to act as your non-exclusive commercial agent to negotiate and conclude the sale of Website Products to Customers under the Terms and Conditions of Sale only on your behalf. In this limited capacity, W&B is not a party to the resulting sale contracts between you and each Customer (“Sale Contract”). Your geographical address and identity as Seller will be specified in the relevant despatch confirmation email where the Customer’s order is accepted. Each Customers’ obligation to pay amounts due under a Sales Contract shall be satisfied when W&B takes payment from the Customer as ‘merchant of record’ and the Customer will see W&B as merchant of record on the Customer’s card or payment account statement. W&B does not act as agent of the Customer, or charge the Customer any fees to cover the Services.

4. TERM, RENEWAL AND TERMINATION

4.1. These Terms and Conditions shall commence on W&B providing the Seller with access to the Designer Dashboard. Seller acknowledges that such access will not be granted until: (i) it has completed the application materials determined by W&B; (ii) W&B has accepted the application at its absolute discretion; and (iii) W&B has received in cleared funds any applicable fees (such as a Joining Fee or Subscription Fee).

4.2. These Terms and Conditions shall continue for an initial month, quarter or annual term (depending on the Subscription Package chosen by the Seller) and unless terminated, shall automatically renew and continue for successive renewal periods of equal length to the initial term.

4.3. Notwithstanding any other termination provision in these Terms and Conditions, in the event W&B exercises any of its termination rights under these Terms and Conditions it shall provide the Seller:

4.3.1. with at least 30 days’ prior written notice. Such 30 day notice period is not required in the event that (i) the Seller is in persistent breach of these Terms and Conditions and/or (ii) there is a legal or regulatory obligation on W&B, which means it cannot give thirty (30) days' notice; and

4.3.2. prior to or at the time of termination with a written statement of its reasons for terminating these Terms and Conditions.

4.4. In the event W&B exercises its rights under these Terms and Conditions to suspend or restrict the provision of the Services to the Seller, W&B shall provider the Seller:

4.4.1. with at least 30 days’ prior written notice. Such 30 day notice period is not required in the event that (i) the Seller is in persistent breach of these Terms and Conditions and/or (ii) there is a legal or regulatory obligation on W&B, which means it cannot give thirty (30) days' notice; and

4.4.2. prior to or at the time of suspension restriction, provide the Seller with a written statement containing the reasons for suspension or restriction.

4.5. If Seller has not opted-in to W&B’s in-store annex, either party may give at least 30 days’ notice to terminate these Terms and Conditions, with effect from the end of the following month in which notice to terminate was provided.

4.6. If the Seller has opted-in to W&B’s in-store annex, either party may give at least 30 days’ notice to terminate these Terms and Conditions (which will also terminate the in-store annex) with effect from the end of the then-current quarter. The relevant quarter dates will be determined by W&B and notified to the Seller.

4.7. The Subscription Fee for the period due under any Subscription Package commenced by the Seller will remain payable in the event of termination prior to the end of the period to which the Subscription Fee relates and no pro-rated fees will be refundable. Any such termination shall be without prejudice to W&B’s rights in respect of any prior breach of the Seller’s obligations.

4.8. W&B shall be entitled to terminate these Terms & Conditions (without prejudice to W&B's rights in respect of any prior breach of the Seller's obligations) in accordance with clause 4.3 : (i) following the failure of the Seller to pay any sums due under these Terms and Conditions on the date due for payment; (ii) following any breach by the Seller of any of other obligations or conditions contained in these Terms and Conditions save that if any such breach is capable of cure or remedy W&B shall give the Seller a period of not more than thirty (30) days to cure or remedy the breach in which event these Terms and Conditions shall end on the expiry of such period if the breach has not been cured or remedied to the reasonable satisfaction of W&B; (iii) if the Seller ceases to carry on business due to insolvency or has a liquidator, receiver of administrative receiver appointed to it or over part of its undertaking or assets, or passes a resolution for its winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity assumes all of the liabilities of it) or a court of competent jurisdiction makes an administration order or liquidation order or similar order, or the enters into any voluntary arrangement with its creditors; or (iv) if the Seller, being an individual, dies or by reason of incapacity or illness (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

4.9 Immediately upon the termination of these Terms and Conditions, however arising, the Seller shall pay to W&B any and all amounts payable by the Seller to W&B. In the event such amounts remain unpaid for a period of seven (7) days from the date of the termination of these Terms and Conditions, W&B reserves the right to charge the Seller a Late Payment Fee in addition to the overdue amount. The Seller shall pay the Late Payment Fee together with the overdue amount

4.10 Upon termination of these Terms and Conditions, howsoever arising, W&B shall (unless otherwise agreed with the Seller) within fourteen (14) days remove the Website Product(s) from the Website Sales Area.

5. THE SERVICES

5.1. W&B will provide the Services during the Term with reasonable skill and care.

5.2. W&B reserves the right to revise or alter the Services at any time upon providing the Seller with thirty (30) days’ written notice of variation. Seller may terminate these Terms and Conditions if it objects (by giving notice in writing to W&B) to any variation of these Terms and Conditions within such thirty (30) day notice period.

6. SELLER OBLIGATIONS

6.1. The Seller hereby undertakes to: (i) establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device; (ii) ensure that at all times all computer hardware and software it uses to access and interoperate with the Designer Dashboard is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and (iii) to ensure that information supplied electronically to W&B and to the Website is submitted free from Viruses;

6.2. W&B has no responsibility for the provision, support and maintenance of any of the Seller's hardware or software used to access the internet, or any related hardware or software, the responsibility for which shall remain exclusively the Seller’s.

Security

6.3. The Seller: (i) is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Designer Dashboard; (ii) shall inform W&B immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way; (iii) shall inform W&B immediately if the Seller forgets or loses a password and must satisfy such security checks as W&B may operate in order to obtain a new password; and (iv) shall ensure that the Designer Dashboard and its content remains entirely confidential, and that no other person beside those in the Seller's employment has sight of the Designer Dashboard or any of its content.

6.4. W&B reserves the right: (i) to suspend access to the Services if at any time W&B considers that there is or is likely to be a breach of security, in which event W&B will notify the Seller of the suspension, and any steps to be taken by it as soon as reasonably practicable; and (ii) to require the Seller to change any or all of the passwords used by the Seller in connection with the provision of the Service and access to the Designer Dashboard, in which event W&B will notify the Seller of the requirement to change passwords and any further steps to be taken by the Seller as soon as reasonably practicable.

The Seller’s Website Sales Area

6.5. W&B has absolute discretion as to the look, feel and content of the Website (including all Website Sales Area) as well as full and final say in the inclusion, positioning, location and all other presentation of Seller information, and reserves the right to remove any Website Product(s) from the Website at its sole discretion.

Quality of Presentation

6.6. The Seller shall: (i) ensure that the content uploaded to the Designer Dashboard at all times accords with any applicable guidelines notified to it from time to time by W&B, including in relation to the form and content of copy and Website Product(s) imagery; and (ii) comply with reasonable instructions from W&B concerning the Designer Dashboard.

6.7. Any failure to maintain suitably high standards of page presentation  may result in the de-activation of the relevant Website Product page(s) in the first instance. W&B reserves the right, in its sole discretion, to de-activate the Seller’s Website Sales Area until standards have been improved.

6.8 For the avoidance of doubt if the Seller breaches any part of clauses 6.6 and/or 6.7 on more than one occasion, this will constitute a persistent breach of these Terms & Conditions for the purposes of clauses 4.4. and 4.5.

Seller and Product Information

6.9. The Seller shall abide by W&B’s Code of Ethics and ensure that all Seller Information provided about itself and the Website Product(s) on the Designer Dashboard is and remains true, accurate, current and complete.

6.10. The Seller shall: (i) where applicable, state clearly on the relevant Website Product page that a Website Product is a personalised or specially-made Website Product, and/or that such Website Product requires a Customer approval of proof prior to its production by the Seller, and shall display the relevant corresponding delivery times; and (ii) if a Website Product is one which is ineligible for the usual returns/cancellation process under applicable law, state clearly on the relevant Product page that such product cannot be cancelled/returned by the Customer.

6.11. The Seller shall not include within its Website Sales Area, on the Designer Dashboard, any other place on the Website or in any other means of communication with the Customer: (i) any direct or indirect link to other websites including the Seller's own website; (ii) the Seller’s Email Address; or (iii) any other means by which a Customer could communicate directly with the Seller, other than through the Website.

Stock Information

6.12. The Seller shall accurately display stock availability for all Website Product(s) and shall update such stock availability regularly on the Designer Dashboard.

6.13. Once the final piece of stock of any Website Product has been sold and will no longer be available, the Seller must mark that item as discontinued on the Designer Dashboard.

6.14. The Seller shall remove Website Products from its Designer Dashboard that are awaiting stock for prolonged periods (four weeks or more) until they become available again.

Pricing

6.15. The Seller's prices must be fully inclusive of all taxes and additional charges, save that for sales to be delivered into the United States, Seller acknowledges that the price is prior to the imposition of applicable sales tax.

6.16. If the Seller is VAT registered, the Seller should set the VAT rate at the level that is currently in force in the applicable country with respect to the Seller's Website Products. The Seller is solely responsible for ensuring that it fully complies with current VAT regulations and accounting for VAT correctly.

6.17. The Seller has complete discretion over how it wishes to price its Website Product(s) but must not price its Website Product(s) higher than those prices set publicly on its own website or other direct sales channels.

6.18. In the event that the Seller publicly offers the same Website Product(s) for sale elsewhere at a lower price, then W&B may reasonably request that the Website Product(s) are changed to reflect this lower price. In the event that a customer has purchased the product at a higher price than that offered publicly by the Seller elsewhere within 14 days, W&B may reimburse the customer the difference in price on behalf of the Seller.

Suspension of service

6.19. Subject to clause 4.4, W&B may suspend or terminate the Seller's subscription and use of the Services in the event W&B reasonably believes or suspects that any Seller Information does not comply with the provisions of this clause 6.

7. CHARGES

7.1. The Seller shall pay any and all Charges in accordance with these Terms and Conditions. The relevant Charges shall be as notified to the Seller and updated by W&B from time to time in accordance with these Terms and Conditions. Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.

7.2. The Seller shall make all payments to W&B due under the Terms and Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.

7.3. If any sum due from the Seller to W&B under these Terms and Conditions is not paid on or before the due date for payment, then all sums then owing by the Seller to W&B shall become due and payable immediately and, without prejudice to any other right or remedy available to W&B, W&B shall be entitled to: (i) cancel or suspend its performance of the Terms and Conditions or any order, including suspending provision of the Services, until arrangements as to payment or credit have been established which are satisfactory to W&B; and (ii) charge the Seller the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

Joining Fee

7.4. If applicable, the Joining Fee is a non-refundable fee to be paid by the Seller to W&B as a condition to the commencement of these Terms and Conditions. W&B may, in its sole discretion, permit the Seller to pay the Joining Fee in more than one instalment. The amount of each instalment, and the timing for payment of such instalments, shall be as agreed between the Seller and W&B in writing. Payment of the first instalment by the Seller shall constitute payment of the Joining Fee for the purposes of commencement of the Term.

Commission and Order Processing Fee

7.5. The Seller shall pay to W&B the Commission and Order Processing Fee, by way of retention of such amount by W&B. W&B shall be permitted to increase the Commission and/or Order Processing Fee at its discretion. Any such increase shall be notified to the Seller by email to the Seller’s Email Address with a minimum of 30 days’ notice following which the increase shall take effect. The notice period under this clause shall not apply to any change to the Commission resulting from a change of Subscription Package. The Order Processing Fee is set currently at 2.20% of the aggregate Net Price(s) of the Website Product(s).

7.6. W&B shall display on the Designer Dashboard: (i) the Statement showing the Website Product(s) sold during the calendar month prior to the relevant Statement Date (the “Statement Period”); (ii) the Net Price(s) at which the Website Product(s) were sold; (iii) the Receipts; and (iv) the amount of the Commission payable based on the Receipts.

7.7. W&B shall remit to the Seller within seven (7) days of the Statement Date the amount payable in the Statement, being the Receipts less the Commission & Order Processing Fee.

7.8. W&B shall be entitled to deduct from the amounts payable to the Seller pursuant to these Terms and Conditions any amounts paid by W&B to the Customer in respect of any full or partial refund provided.

7.9. The Seller shall not seek or accept payments due under Sale Contracts from Customers other than from W&B under these Terms and Conditions.

Subscription Fee

7.10. Where a Subscription Fee is applicable under the chosen Subscription Package the Seller shall pay to W&B the Subscription Fee during the Term by way of a charge to the Seller’s Bank Card. The charge to the Seller’s Bank Card shall be made on the date the Seller chooses the Subscription Package which provides for a Subscription Fee (the “Start Date”) and be charged at either monthly or annual intervals following the Start Date, depending on the Subscription Package chosen.

Returns Charge

7.11. Where a Customer returns an order using a return delivery method arranged and paid for by W&B, the Seller agrees to reimburse W&B a fixed amount of the returns cost for each shipment by way of retention of such amount by W&B.

7.12. W&B shall be permitted to increase the Returns Charge at its discretion. Any such increase shall be notified to the Seller by email to the Seller’s Email Address with a minimum of 30 days’ notice following which the increase shall take effect.

7.13. The Returns Charge is set currently to £4.40 GBP / $6.00 USD / $8.00 CAD / €5.00 EUR / $10.00 AUD per returned shipment.

Additional Charges

7.14. Where applicable the Seller shall pay to W&B any Additional Charges by way of a charge to the Seller’s Bank Card on either (i) the date the Additional Charges are agreed between the parties; or (ii) on the first day of the calendar month immediately following the date on which the Additional Charges were agreed between the parties. 

7.15. In the event that any other sums of money payable by the Seller under these Terms and Conditions remain unpaid for a period of seven (7) days from the date when the same shall be due the Seller shall pay interest to W&B on the amount outstanding at the rate of four (4) per cent per annum above HSBC Bank plc base lending rate (as varied from time to time).

8. ACCOUNTS AND RECORDS

8.1. W&B shall collect all monies due to the Seller in respect of sales of the Website Product(s) on behalf of the Seller but shall not be required to hold the same in separate bank accounts for the Seller.

8.2. The Seller shall comply with all invoicing, ordering and accounting procedures as set out in the rules and regulations imposed by W&B from time to time a copy of which W&B shall hold at the Premises and shall allow the Seller to view on prior arrangement with W&B.

8.3. Where the Seller is VAT registered the Seller shall produce for W&B copies of VAT invoices within fourteen (14) days of W&B making a written request to the Seller for the same.

9. WEBSITE PHOTOGRAPHY

9.1. W&B shall use its reasonable endeavours to within 30 days following the commencement of these Terms and Conditions display the Product Photographs on the Website Sales Area for the Term, subject to the Seller providing the Product Photographs to W&B via the Online Membership Area. The number of Product Photographs displayed on the Website Sales Area will be dependent on the Subscription Package.

9.2. Where the Seller wishes to alter the Product Photographs displayed on the Website Sales Area the Seller may make a request to W&B via the Online Membership Area. Such a request must contain information on the Product Photographs the Seller wishes to alter and, where the Seller wishes to use new Product Photographs, they must upload high-resolution images of the Product Photographs on the Online Membership Area that the Seller wishes to use.

9.3. Subject to W&B’s approval of the suggested changes to the Product Photographs W&B will use its reasonable endeavours to alter the Product Photographs on the Website Sales Area within 30 days of approving the request.

10. SALE OF WEBSITE PRODUCT(S)

10.1. The Seller warrants to W&B that: (i) it owns and has proper title to the Website Product(s) and to all Intellectual Property in relation to or in connection with Website Product(s); (ii) it is fully authorised to sell the Website Product(s); (iii) the sale of the Website Product(s) will not infringe any laws or rights of any third parties, including any Intellectual Property rights; and (iv) the Website Product(s) and/ or the Stock are of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller and are or will be free from defects in design, material and workmanship and comply or will comply with all applicable statutory and regulatory requirements.

10.2. W&B is appointed by the Seller to sell the Website Product(s) through the Website and the Affiliated Websites on behalf of the Seller and on the terms of this agreement and the Seller shall not interfere with the sale of the Website Product(s) through the Website or (if applicable) the Affiliated Websites. Ownership of the Website Product(s) and/or the Stock remains with the Seller at all times.

10.3. W&B shall provide to Customers who wish to purchase the Website Product(s) through the Website an efficient online credit card system for credit card transactions.

10.4. The Website Product(s) shall be sold by W&B, acting in its capacity as disclosed agent for tax purposes, on behalf of the Seller at the Price subject to the terms of this agreement. For the sake of clarity, W&B and the Seller understand that the relationship between W&B and the Seller hereunder is not subject to the scope of the Commercial Agents (Council Directive) Regulations 1993 (as amended) or any similar law or regulation applicable to commercial agents, and no compensation and/or indemnity shall be payable by the Seller to W&B in respect thereof in the event of expiration of termination of this agreement.

10.5. The Price of the Website Product(s) shall be determined by the Seller after consultation with W&B and after taking into account the reasonable advice and opinions of W&B based on W&B’s experience and requirements for the Website to offer high quality design products.

10.6. The Website Products shall be displayed on the Website along with products from W&B’s other sellers. The prominence of the Website Products on the Website is dependent on the product’s rank. Each Website Product will be ranked by W&B in accordance with the following criteria: (i) popularity;  (ii) newness; (iii) customer reviews; (iv) price; (v) stock availability; and (vi) quality of the product listing (quality will be improved by photos of the Website Product and its description amongst other factors). The Seller may contact W&B via W&B’s Email Address to request any further clarification on the ranking criteria.

10.7. W&B may, at its discretion from time to time, offer Customers the Permitted Discount to the Price of the Website Product(s). W&B agrees to seek the permission of the Seller in advance of offering a discount to Customers above the Permitted Discount.

10.8. The Seller shall not discount or deduct from the Price of Website Product(s) or promote the Website Product(s) in any way so as to decrease its value from that of the Price save during a Sales Period.

10.9. Where any Website Product(s) sold is/are returned by a customer on the basis that it is/they are defective in design, material or workmanship or do not comply with applicable statutory and regulatory requirements then W&B may (at its absolute discretion): (i) provide the Customer with a full or partial refund; (ii) replace the Website Product(s) (in which event the replaced Website Product(s) shall be subject to the provisions of this clause; or (iii) return the Website Product(s) to the Seller to be repaired.

10.10. If a Customer is unhappy with the Website Product(s) for any other reason (subject to the provision of a valid sales receipt) the customer may return the Website Product(s) to W&B within fourteen (14) days of the date of delivery of the Website Product(s) to the Customer and W&B shall be entitled to refund the full amount paid by the Customer. Where the Customer returns the Website Product(s) to W&B, W&B shall return the Website Product(s) to the Seller within a reasonable time period unless otherwise agreed with the Seller.

10.11. If W&B returns the Website Product(s) to the Seller to be repaired in accordance with these Terms and Conditions then the Seller shall repair Website Product(s) at its sole cost and return it to W&B within ten (10) working days of being requested to do so by W&B.

10.12. If the Seller is unable to repair and return the Website Product(s) within the requisite ten (10) working days the Seller shall inform W&B immediately on becoming aware of the same and W&B may (at its own discretion): (i) provide the customer with a full or partial refund; or (ii) replace the Website Product(s).

11. USE OF STOCK ROOM

11.1. All requirements for the holding of Stock shall be agreed in advance between W&B and the Seller but in the absence of agreement W&B’s decision as to the amount of Website Product(s) to be stored as Stock in the Stock Room shall be final and binding.

11.2. W&B shall use its reasonable endeavours to ensure that Stock is stored separately from other goods and clearly indicated as belonging to the Seller.

11.3. If the Seller has run out of Website Product(s), the Seller shall immediately mark those Website Product(s) as out of stock via the Designer Dashboard.

12. DELIVERY OF THE WEBSITE PRODUCT(S) TO CUSTOMERS OR TO W&B

12.1. Where a Customer purchases Website Product(s) from the Website, W&B shall inform the Seller of the purchase by email to the Seller's Email Address and/or via the Online Membership Area and either: (i) request that the Seller send the relevant Website Product(s) to W&B to send on to the Customer (a “Store Delivery Request”); (ii) inform the Seller that W&B has sufficient Stock of Website Product(s) held with W&B from which to make delivery to the Customer; or (iii) request that the Seller send the relevant Website Product(s) to the Customer directly (a “Direct Delivery Request”).

12.2. Where W&B makes a Store Delivery Request to the Seller, W&B shall state in the Store Delivery Request the Website Product(s) purchased by the Customer and the name of the relevant Premises to which the Seller must deliver the Website Product(s).

12.3. Where W&B makes a Direct Delivery Request to the Seller, W&B shall state in the Direct Delivery Request the Website Product(s) purchased by the Customer and the address details of the Customer. The Seller agrees that it shall not use, process or store the Data (as defined in clause 12.4 below) provided by the Customer for any other purpose than processing the Direct Delivery Request. The Seller agrees that it shall not attempt to directly solicit custom from the Customer when sending the Website Product(s) to the Customer, and shall not subsequently use the Customer details provided in the Direct Delivery Request to solicit future business from the Customer.

12.4. Where Seller delivers Products directly to the Customer, Seller acts as a Processor in connection with Personal Data relating to such Customer’s order and delivery information (the “Data”). The Seller’s Processing instructions and operations shall consist of arranging and ensuring the delivery of the Product to the Customer, and such Processing in respect of any given Customer shall continue for a period of 30 days after the Product has been dispatched, at which point Seller shall securely delete the Data. Seller shall implement appropriate technical and organisational measures to ensure the Data is kept secure, and shall ensure that any person it authorises to Process the Data shall be subject to written confidentiality obligations.

12.5. Seller shall not appoint third party Processors over the Data or transfer the Data outside of the UK and/or the European Economic Area without first obtaining W&B’s consent, save that delivery and courier service providers are deemed expressly approved for the purposes of these Terms and Conditions. Seller shall be liable to W&B for any breach of these Terms and Conditions that is caused by any of the Seller’s Processors. Seller shall notify W&B of the delivery and courier third party Processors it uses as at the date of these Terms and Conditions, and shall notify W&B of any changes in such providers, giving W&B the chance to object. 

12.6. Seller shall provide assistance to W&B to demonstrate compliance with W&B’s audit, security, breach notification, impact assessment and prior consultation obligations, and assist W&B in responding to any request, enquiry or complaint from a Data Subject (such as to exercise their rights under the Data Protection Legislation).

12.7. Seller shall notify W&B without undue delay on discovering a Personal Data Breach in connection with the Data. If Seller is aware that W&B’s Processing instructions infringe applicable law, it shall notify W&B immediately (unless prevented from doing so by applicable law) and not carry out the relevant Processing. If Seller is required to Process the Data other than in accordance with W&B’s instructions, Seller will notify W&B of this (unless prohibited from doing so by applicable law).

12.8. Upon termination or expiry of these Terms and Conditions, the Seller shall destroy or return to W&B all Data in its possession or control.

12.9. Upon receipt of such a Delivery Request from W&B, the Seller shall within 48 hours deliver the relevant Website Product(s) to the relevant Premises by a recorded delivery method and upon dispatching the relevant Website Product(s) inform W&B of the dispatch via email to W&B’s Email Address and/or via the Designer Dashboard.

12.10. The Seller shall own all right, title and interest in and to all of the Seller Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Seller Data.

12.11. W&B may use the Seller Data to provide and improve the performance and functionality of the Services. W&B shall own all rights, title and interest in and to all of the Heuristic Data.

12.12. W&B may track and analyse the Seller’s use of the Services for the purposes of security and to help W&B improve the Services and the Website.

12.13. W&B may share the Seller Data with a third party data aggregator to gather trends and insights in order to help W&B provide and improve the Services and the Website.

12.14. Where there is insufficient Stock of the Website Product(s) held with the Seller, W&B shall arrange delivery of the Website Product(s) to the Customer, and charge the Seller a Stock Fulfilment Charge.

13. INDEMNITY

13.1. The Seller shall keep W&B fully indemnified against all Losses arising directly or indirectly out of: (i) any act, omission, default or negligence of the Seller, or any persons expressly or impliedly acting with its authority, at the Premises or in connection with the exercise or purported exercise of the Rights; (ii) any breach or non-observance by the Seller of the obligations, conditions or other provisions of these Terms and Conditions; (iii) any faults or defect in the materials or workmanship of the Website Product(s) that causes death or personal injury to any persons who purchase Website Product(s); and (iv) any other claims made in relation to or in connection with the Website Product(s) or the sale of the Website Product(s).

14. INSURANCE

14.1. W&B shall take out and maintain insurance with a reputable insurance company or companies (subject to any exclusions, conditions, excesses and limitations) insurance of any Stock within the Premises to the value of its wholesale value against a reasonable range of risks (including product and public liability insurance if W&B permits the seller to use the Premises for any kind of pop-up events)..

14.2. W&B shall not be liable for: (i) any damage to or loss of the Stock or any other product or item of the Seller in or upon the Premises; or (ii) any other losses of the Seller, save in each case to the extent that any such loss or damage is recovered under the insurance policy or policies outlined above, in which event W&B shall be liable to the Seller for the lesser of: (i) the wholesale price of the damaged and/or lost Stock; or (ii) forty (40) per cent of the retail price of the damaged and/or lost Stock.

14.3. The Seller must not do or omit anything that could cause any insurance policy on or in relation to the Premises or the Stock to become wholly or partly void or voidable, or do or omit anything by which additional insurance premiums may become payable.

14.4. The Seller shall pay to W&B on demand any amount deducted or disallowed by the insurers pursuant to any excess in the insurance policy outlined above (pro-rated to reflect the relevant items that related to the Seller).

15. FORCE MAJEURE

15.1. Neither Party shall be in breach of these Terms and Conditions nor liable for any failure or delay in performance of any of its obligations under these Terms and Condition arising from or attributable to Force Majeure.

16. VAT AND SALES TAX

16.1. All sums payable by the Seller under these Terms and Conditions are exclusive of any value added tax or other sales tax that may be chargeable. The Seller shall pay value added tax or any other sales tax in respect of all taxable supplies made to it in connection with these Terms and Conditions where due on the due date.

16.2. W&B is acting as a disclosed agent for the Seller regarding the sale of the Website Product(s) to Customers. It is the Seller’s responsibility to account for and remit any value added tax due on any sales of the Website Product(s) to the appropriate tax authority. W&B shall not be liable for the Seller’s failure to remit to the appropriate tax authority any value added tax due on the sale of the Product(s) to Customers.

16.3. Notwithstanding anything to the contrary, for international orders (being orders which are sent outside of the European Union), W&B may in its sole discretion, deduct an amount equal to the assumed value added tax (or other applicable taxes, duties and fees including any export or import taxes) included in the Price where it deems appropriate and will notify the Seller of this in the Statement and provide details of the associated export

16.4. Notwithstanding anything to the contrary, for online sales to customers located in the United States, W&B shall collect sales tax on all orders where W&B deems it appropriate to do so. 

16.5. If at any time W&B is required to make any payment of or on account of tax on or in relation to any sum received or receivable under these Terms and Conditions (such as but not limited to any sales tax), or if any liability in respect of any such payment is asserted, imposed, levied or assessed against W&B, the Seller shall indemnify W&B against any loss or liability suffered as a result of such payment or liability, together with any associated interest, penalties, costs and expenses.

17. INTELLECTUAL PROPERTY

17.1. W&B acknowledges that the Intellectual Property rights used on or in relation to the Website Product(s) are (with the exception of the Intellectual Property rights in relation to the Product Photographs which are W&B’s property), the Seller’s property and W&B is only permitted to use the Intellectual Property for the purposes of these Terms and Conditions.

17.2. The Seller hereby grants to W&B a non-exclusive licence to use the Intellectual Property rights and the Seller’s Social Media Content for the purposes of marketing and selling the Website Product(s) under the provisions of these Terms and Conditions.

17.3. The Seller hereby grants W&B a non-exclusive licence to use the Intellectual Property rights in W&B’s advertising including the use of the Seller’s branding and trademark as keywords in relation to Google Ads.

17.4. The Seller acknowledges that it is not permitted to use any Intellectual Property rights which belong to W&B and shall indemnify W&B against all Losses arising out of any action or claim that arises due to any breach by the Seller of this clause.

18. CONFIDENTIALITY

18.1. Each party undertakes to the other that it shall not at any time copy, use or disclose to any person any Confidential Information, except as permitted by these Terms and Conditions.

18.2. A party may disclose Confidential Information: (i) to the employees, officers, representatives or advisers of that party who need to know such information for the purposes of carrying out its obligations under these Terms and Conditions but shall ensure that the employees, officers, representatives or advisers to whom the Confidential Information is disclosed comply with this clause; and (ii) as may be required by law, court order or any governmental or regulatory authority.

18.3. No party shall use the Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

19. LIMITATION OF LIABILITY

19.1. Nothing in these Terms and Conditions limits any liability which cannot be limited, including liability for fraud, death or personal injury caused by negligence, and fraud or fraudulent misrepresentation. Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for any indirect or consequential loss.

19.2. Subject to the provisions of this clause, W&B’s aggregate liability to the Seller shall not exceed £1,000. Such total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms & Conditions.

20. GENERAL

20.1. All notices served by either party pursuant to the provisions of these Terms and Conditions shall be in writing, and shall be sufficiently served if delivered by hand, or sent by recorded delivery to the address of W&B or Seller specified in these Terms and Conditions or if sent by W&B to the Seller’s email address or by the Seller to W&B’s Email Address.

20.2. W&B shall be entitled to amend these Terms and Conditions, the Fees or all or any of them from time to time by posting such amended versions of them on the Designer Dashboard. W&B will advise the Seller of any changes to these Terms and Conditions by email or by a notification on the Website at least 30 days prior to posting an amended version on the Website unless such changes are required to meet regulatory obligations or to address an unforeseen and imminent concern (such as fraud or a data breach), in which case no prior notice is required. If the Seller does not agree to the changes made to the Terms and Conditions, then it shall have the right to cancel its agreement with W&B prior to the end of the 30 day notice period and stop receiving the Services. It should do so in writing to W&B’s Email Address. The Sellers’s continued use of any of the Services, the Website and/or the Designer Dashboard, after the date the changes have come into effect will constitute its acceptance of the amended Terms.

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

20.4. If any of the provisions of these Terms and Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such terms, condition or provision will to the extent be severed from the remaining terms, condition and provisions which will continue to be valid to the fullest extent permitted by law.

20.5. These Terms and Conditions are binding upon the Seller and its successors and the Seller may not transfer, assign, charge or otherwise dispose of any of its rights and/or obligations arising under these Terms and Conditions without the prior written consent of W&B.

20.6. W&B may transfer, assign, subcontract or otherwise dispose of any of its rights or obligations arising under these Terms and Conditions at any time during the Term.

20.7. These Terms and Conditions shall constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between the parties.

20.8. Each party acknowledges that, in entering into these Terms and Conditions neither party has relied on any statement, representation, assurance or warranty of any person (whether a party to these Terms and Conditions or not) other than as expressly set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation (or negligent misstatement), whether or not based on any statement in these Terms and Conditions.

20.9. Where there is a dispute between the Seller and another trader or occupier(s) in the Premises W&B shall have the power in its absolute discretion to resolve the dispute, after affording to the Seller and the other disputing party an opportunity to make representations.

20.10. Where there is a dispute between the Seller and a Customer regarding Product(s) purchased by the Customer, W&B may offer the Customer a full refund.

20.11. The Seller shall observe and comply with and abide by any decisions made by W&B acting reasonably pursuant to these Terms and Conditions unless otherwise directed by W&B.

20.12. If the Seller wishes to make a complaint or has any concerns in relation to these Terms and Conditions it shall contact W&B using W&B’s Email Address.

20.13. These Terms and Conditions and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

20.14. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

These terms were last updated on 22 July 2020.