Terms & Conditions (For Sellers)

Wolf & Badger

These T&Cs are effective as of Thursday 26th March 2026. For the previous version of the Seller T&Cs, please reach out to the Brands Team.

Wolf & Badger

Seller Terms

These Seller Terms apply to sellers on Wolf & Badger, our online marketplace. They apply between you (the "Seller", "you") and Wolf & Badger Limited, registered in England (06980629) at 10 Queen Street Place, London, United Kingdom, EC4R 1AG, Wolf & Badger US Inc., Wolf & Badger EU Ltd and Wolf & Badger AU Pty Ltd, (together "W&B", "we", "us").

US Sellers. If you are located in the United States, your principal W&B contracting party will be Wolf & Badger US Inc., 1013 Center Road Suite 403S, Wilmington, DE, 11223, USA, including for onboarding onto Wolf & Badger and for sales of your Products to Customers in the US.

EU Sellers. If you are located in the EU, your principal W&B contracting party will be Wolf & Badger EU Ltd, Suite 16 The Cubes, Beacon South Quarter, Sandyford, Dublin 18, D18XD36, Ireland, VAT number: IE3766537AH, including for onboarding onto Wolf & Badger and for sales of your Products to Customers in the EU.

Australian Sellers. If you are located in Australia, your principal W&B contracting party will be Wolf & Badger AU Pty Ltd, Level 1 6-10 O'Connell Street Sydney NSW 2000, including for onboarding onto Wolf & Badger and for sales of your Products to Customers in Australia.

UK and rest of World Sellers. If you are located in the United Kingdom, or any other country except the US, within the EU or Australia, your principal W&B contracting party will be Wolf & Badger Ltd, 10 Queen Street Place, London, United Kingdom, EC4R 1AG, with registered number 06980629 and VAT Number GB982129993, including for onboarding onto Wolf & Badger and for sales of your Products to Customers in the United Kingdom, or any other country except the US, within the EU or Australia.

Where a Product is sold to a Customer outside of your home country, the order may be made and processed on your behalf by a different W&B entity from the above list depending on the Customer's location. For example, an order from a US Customer will be facilitated by Wolf & Badger US Inc even if the Seller is located in the UK. Accordingly, these Seller Terms also apply between you and the other W&B entities listed above where those entities are facilitating sales of your Products to Customers outside of your home country.

In addition to these Seller Terms, the following terms and policies will also apply to your use of Wolf & Badger:

• If W&B provides the Seller with Advertising Services, the Advertising Terms (which are incorporated into the Agreement between us);

• W&B In-Store annex (which is incorporated into the Agreement between us), if the Seller has opted-in to that annex and the opt-in is accepted by W&B;

• The Code of Ethics; https://www.wolfandbadger.com/pages/csr-policy/

• Ranking Parameters Policy available at https://www.wolfandbadger.com/pages/ranking-policy/;

• Seller Complaints Policy available at https://www.wolfandbadger.com/pages/seller-complaints/; and

• Our Privacy Policy available at https://www.wolfandbadger.com/pages/privacy/

We use additional channels and affiliate programmes to market your Products, as sold on Wolf & Badger. For more details see our Brand Information Pack provided to you during onboarding.

1. DEFINITIONS AND INTERPRETATION

In these Seller Terms, the following expressions shall have the following meanings:

"Advertising Fee" has the meaning set out in the Advertising Terms.

"Advertising Services" has the meaning set out in the Advertising Terms.

"Advertising Terms" means the terms and conditions that govern the provision of the Advertising Services available at https://www.wolfandbadger.com/pages/advertisingterms/

"Agreement" means the agreement between W&B and the Seller comprising these Seller Terms, the Subscription Form and any other terms that are expressly stated to be incorporated into the Agreement, including when relevant the Advertising Terms and the W&B In-store Annex.

"Chargeable Price" means in relation to a sale of a Product on Wolf & Badger or in the Premises, the Recommended Price of such Product less any Permitted Discount applied at the discretion of Wolf & Badger to the Recommended Price for the purpose of that sale.

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

"Commission" means a percentage of the Chargeable Price, at the applicable commission percentage rate set out in the Brand Dashboard, as updated from time to time.

"Confidential Information" means any confidential information which is disclosed by or about either party to the other party pursuant to, or in connection with, the Agreement, 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 on Wolf & Badger or at the Premises.

"Brand Dashboard" means the area on Wolf & Badger through which the Seller can upload Products, manage the Sales Area and stock documentation, and view the Statement and information relating to the Fees.

"Customer Terms" means the terms applicable to the sale of products on Wolf & Badger from time to time, available at https://www.wolfandbadger.com/pages/terms/

"Data Protection Laws" all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

"Effective Price" means in relation to a sale of a Product on Wolf & Badger or in the Premises, the Chargeable Price (exclusive of any Sales Tax) less the Commission, the Transaction Fee, the Operations Fee (if any) and the Store Fulfilment Fee (if any) in respect of that sale.

"EU" means the European Union and each member state of the European Union from time to time.

"Fees" means the Commission, the Operations Fee and the Transaction Fee, and where relevant and applicable, the Membership Fee, the Returns Fee, the Store Fulfilment Fee, the monthly in-store display fee payable under the W&B In-store Annex, the Non-Fulfilment Fee and the Advertising Fee.

"Force Majeure" means any acts, events, omissions or accidents beyond the reasonable control of a party including: (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.

"Insolvent" means, in relation to either party that it has taken any step or action in connection with: (entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring); applying to court for, or obtaining a moratorium under, Part A1 of the Insolvency Act 1986; being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring); having a receiver appointed to any of its assets; ceasing to carry on business; or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

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

"International Sale" any sale of a Product to a Customer in a different country to the Seller, provided that for these purposes the member states of the EU are treated as one country, and England, Northern Ireland, Scotland and Wales are also treated as one country.

"Losses" mean losses, liabilities, damages, compensation, penalties, costs, disbursements, expenses, interest, penalties and legal costs (calculated on a full indemnity basis) and other reasonable professional costs and expenses, each whether arising directly or indirectly.

"Membership Fee" means (where applicable under the chosen Subscription Package) a monthly or annual fee charged by W&B to be paid by the Seller as set out in the Subscription Package.

"Non-Fulfilment Fee" means a fee payable by the Seller to W&B for any order for a Product which the Seller cancels prior to fulfilment, which is fulfilled late, or where the Seller sends an incorrect item to the Customer, as set out on the Brand Dashboard or as otherwise communicated to the Seller.

"Operations Fee" means a fee payable by the Seller to W&B per shipment to a Customer in relation to a sale of a Product online through Wolf & Badger, as set out on the Brand Dashboard or as otherwise communicated to the Seller.

"Permitted Discount" means a discretionary discount of up to ten (10) per cent off the Recommended Price of a Product.

"Recommended Price" means, in relation to a Product, the amount that the Seller recommends that such Product is to be offered for sale to customers through Wolf & Badger, inclusive of Sales Tax where applicable (save in respect of sales within or to the US, where the "Recommended Price" of a Product must be exclusive of Sales Tax). The Recommended Price is sometimes referred to by W&B as the "product price".

"Premises" means a Wolf & Badger store.

"Product" means the Seller's products that W&B has approved for listing on Wolf & Badger.

"Product Fees" means any Fees that are deducted from the Chargeable Price to calculate the Effective Price.

"Product Information" means all descriptions, copy, artwork, photographic images (including the right to use model likeness) or other information and materials in respect of a Product provided by the Seller.

"Receipts" means the amounts received by W&B from Customers in respect of the sale of Product(s) from Wolf & Badger and any Premises under the W&B In-store Annex Terms in cleared funds, including any shipping costs, but not including any Sales Tax on those amounts.

"Renewal Period" has the meaning in clause 2.4.

"Returns Fee" means the fee charged by W&B to be paid by the Seller for any order returned by a Customer, calculated as the higher of:

(a) a percentage of the Chargeable Price of the Product at the relevant rate; and

(b) the minimum returns fee,

but that shall not exceed the maximum returns fee, where the relevant rate, minimum returns fee and maximum returns fee are each as set out on the Brand Dashboard or as otherwise communicated to the Seller.

"Sale Contract" has the meaning in clause 8.1.

"Sales Area" means a webpage and/or part of a webpage on Wolf & Badger which has been designated by W&B for the display of a Product.

"Sales Tax" means value added tax or other sales tax, as applicable.

"Self-Billing Agreement" has the meaning in clause 16.6.

"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 Data" means the data uploaded or submitted to Wolf & Badger by the Seller directly or indirectly via any third-party application.

"Seller's Email Address" means the email address provided by the Seller to W&B as part of the Seller Information.

"Seller Information" means: (i) the Seller's full name; (ii) the Seller's registered business address; (iii) the Seller's VAT registration status; (iv) the Seller's company registration number, and (vi) such other information as W&B may request from time to time, including but not limited to in each case any change to such details from time to time.

"Seller Materials" means any content, data, or information (including trade marks and branding) produced by the Seller in relation to their Products and: (i) displayed on their website or any social media platform account managed by the Seller; or (ii) that has been provided by the Seller to W&B, including the Seller Data.

"Service Generated Data" means any data or information about the operation, delivery, usage or performance of Wolf & Badger and the Services, including the Seller's usage of Wolf & Badger. Such data or information may be generated or derived automatically by Wolf & Badger or tools associated with it, or manually by or on behalf of W&B.

"Services" means the provision of access to the Brand Dashboard and the right to sell the Products on Wolf & Badger in accordance with these Seller Terms, together with the other services stipulated in the chosen Subscription Package to be provided by W&B to the Seller.

"Sign Up Process" means the online process by which the Seller applies to be a Seller on Wolf & Badger.

"Statement" means a statement in the Brand Dashboard setting out information about the Products sold on Wolf & Badger in the previous calendar month and the amount due to be paid to the Seller, if any.

"Statement Date" means the date upon which an individual Statement is first made available on the Brand Dashboard.

"Stock" means any stock of Products stored by W&B at the Premises.

"Store Fulfilment Fee" means an amount to be paid by the Seller to W&B for a sale of a Product online through Wolf & Badger but which is fulfilled from Stock, as set out on the Brand Dashboard or as otherwise communicated to the Seller.

"Subscription Form" means the online form agreed by the Seller during the Sign-up Process setting out the Subscription Package and Subscription Term;

"Subscription Package" means the package of services offered by W&B to the Seller in relation to the sale of Products on Wolf & Badger and the applicable fees payable for them, as set out in the Subscription Form.

"Subscription Term" means the subscription term set out in the Subscription Form.

"Term" means the Subscription Term and any Renewal Periods.

"Transaction Fee" means a transaction fee, calculated as a percentage of the Chargeable Price, payable by the Seller in respect of each sale of a Product from Wolf & Badger or from any Premises under the W&B In-store Annex Terms, as set out on the Brand Dashboard or as otherwise communicated to the Seller.

"UK" means the United Kingdom.

"UK GDPR": has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

"US" means the United States of America.

"Website" means the Wolf & Badger website at domain wolfandbadger.com which is owned and operated by W&B.

"W&B's Email Address" means [email protected] or any other email address as notified from W&B to the Seller.

"Wolf & Badger" means our online marketplace available from the Website.

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.

Any words following the terms including and include or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. BECOMING A SELLER ON WOLF & BADGER

2.1 You can apply to become a seller on Wolf & Badger by following the Sign-up Process.

2.2 During the Sign-up Process:

2.2.1 the Seller shall promptly provide any Seller Information requested by W&B; and

2.2.2 W&B and the Seller each agree to only use and disclose the other's Confidential Information as necessary for making and considering your application and in accordance with clause 18;

2.2.3 our Complaints Policy (see clause 21.12) and the provisions in clause 21.13 shall apply to any disputes concerning your application.

2.3 An agreement between you and us governed by these Seller Terms will come into force if and when we accept your application ("the Agreement").

2.4 Unless terminated in accordance with its terms, the Agreement shall continue for the Subscription Term and shall automatically renew and continue for successive renewal periods of equal length to the Subscription Term (each a "Renewal Period").

3. SUSPENSION OF LISTINGS; TERMINATION OF AGREEMENT

3.1 W&B can suspend or restrict any individual listing the Seller makes on Wolf & Badger if W&B becomes aware, or has reason to believe, that what the Seller has told W&B about a Product or said about a Product in the listing for it is not true or up to date or that the Product or the listing does not comply with the Agreement, W&B's policies or is otherwise unlawful. W&B can also display a warning to Customers about any of these issues (or as required to comply with any regulator's directions), on or near the Seller's listings or Customer-facing supplier profile.

3.2 W&B can terminate the Agreement and the Seller's rights to use Wolf & Badger and (if applicable) sell Products at the Premises if:

3.2.1 the Seller has not complied with the Agreement, including the policies referred to in them, and the Seller's non-compliance is more than trivial or is repeated;

3.2.2 the Seller has not paid one of our invoices by the due;

3.2.3 the Seller has become Insolvent or suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of the Seller's business or the Seller's financial position deteriorates to such an extent that W&B thinks the Seller's ability to fulfil its obligations under the Agreement is at risk;

3.2.4 W&B reasonably considers that continuing to provide Services to the Seller could expose W&B to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on the reputation of Wolf & Badger, W&B or that of the other suppliers selling on Wolf & Badger;

3.2.5 W&B decides to stop providing Wolf & Badger or to stop selling the Seller's type of products on Wolf & Badger;

3.2.6 W&B reasonably determines, or receives information or notice from HMRC or any other tax authority, that the Seller is not meeting any applicable tax obligations;

3.2.7 the Seller fails to comply with the Code of Ethics;

3.2.8 W&B otherwise decides to in its absolute discretion; or

3.2.9 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.

3.3 W&B will give the Seller at least 30 days' notice that we are terminating the Agreement unless:

3.3.1 our legal, tax or regulatory obligations require us to end the Agreement without such notice;

3.3.2 it is imperative for W&B to end the Agreement either immediately or on shorter notice. For example, we may terminate the Agreement with immediate effect if the Seller becomes Insolvent or W&B discovers that the Products are unsafe or counterfeit or present a danger to minors or if W&B reasonably suspects the Seller of fraud or of using Wolf & Badger to spam others or W&B reasonably considers that continuing to perform the Agreement shall cause us to breach any applicable law or regulation; or

3.3.3 the Seller has repeatedly breached the same clause of the Agreement or has committed a breach of at least two different clauses of the Agreement.

3.4 If W&B is suspending or restricting an individual listing or terminating the Agreement, W&B will normally give the Seller a written statement of the specific facts or circumstances which led to our decision and (if relevant) which of the terms we consider the Seller has breached. If W&B is acting in response to a notification from someone else, W&B will also share the contents of that notification with the Seller. However, W&B will not give the Seller such a statement if:

3.4.1 W&B is subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons;

3.4.2 W&B is terminating the Agreement because the Seller has repeatedly breached it.

3.5 W&B will send our statement to the Seller via email or another durable medium. Where we are suspending or restricting an individual listing, W&B will send the statement before or at the time of the suspension or restriction. If W&B is terminating the Agreement, we will send the statement at the same time that W&B gives notice that we are terminating the Agreement.

3.6 If W&B restricts access to any Seller Material you generate or upload to or share on Wolf & Badger or suspends or bans the Seller from using Wolf & Badger in a way that breaches the Agreement, the Seller has a right to bring a claim against W&B for breach of contract.

3.7 The Seller may terminate the Agreement on give at least 30 days' notice where the expiry of such notice must coincide with the end of the then-current Subscription Term or Renewal Period.

3.8 If the Seller terminates the Agreement pursuant to clause 3.7 and the Seller has opted-in to W&B's in-store annex and there are fixed store dates notified by W&B to the Seller pursuant to the in-store annex terms ("Fixed Store Dates") falling after the effective date of termination, the Agreement shall continue until the expiry of those Fixed Store Dates on the same Subscription Package save that the then current Subscription Term or Renewal Period shall be extended until the expiry of those Fixed Store Dates. The Membership Fee for such extension shall be calculated on the basis of the existing Subscription Package on a pro rata basis for annual memberships.

3.9 Upon the termination of the Agreement, however arising:

3.9.1 the Membership Fee for the then current Subscription Term or Renewal Period will remain payable in the event of termination prior to the end of such period;

3.9.2 no fees, pro-rated or otherwise, will be refundable;

3.9.3 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 the Agreement, W&B reserves the right to charge the Seller a late payment fee of 100 GBP or equivalent value in addition to the overdue amount. The Seller shall pay the late payment fee together with the overdue amount;

3.9.4 W&B will not return or give the Seller access to any Seller Data or Service Generated Data;

3.9.5 W&B shall (unless otherwise agreed with the Seller) within fourteen (14) days remove the Products from the Sales Area and Premises; and

3.9.6 the provisions of clause 13, 18, 19 and 21 together with any terms which relate to the payment of Fees to W&B shall continue to apply.

3.10 Any termination of the Agreement shall be without prejudice to W&B's rights in respect of any prior breach of the Seller's obligations.

4. THE SERVICES

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

4.2 Where the Seller purchases Advertising Services, W&B shall provide the Advertising Services in accordance with these Seller Terms, including the Advertising Terms.

4.3 W&B reserves the right to change the Services at any time upon providing the Seller with thirty (30) days' written notice of the proposed change. The Seller may terminate the Agreement if it objects (by giving notice in writing to W&B) to any change to the Services within such thirty (30) day notice period.

4.4 W&B aims to make the Brand Dashboard available to the Seller and Wolf & Badger available to Customers on a 24/7 basis but W&B reserves the right to take some or all of our systems offline as reasonably required for routine and emergency maintenance or repairs. W&B will give you reasonable notice of routine downtime to the Brand Dashboard if possible.

4.5 W&B shall use its reasonable endeavours to ensure Wolf & Badger contains a variety of high-quality products from talented fashion, jewellery, accessories and product designers.

5. SELLER OBLIGATIONS

Security

5.1 The Seller agrees to:

5.1.1 use the Brand Dashboard and the other computer systems that support, operate and comprise Wolf & Badger ("W&B Systems") for listing and selling Products and communicating with us;

5.1.2 establish and maintain access to the internet at their own cost, through use of a computer and modem or other access device;

5.1.3 ensure that at all times all computer hardware and software it uses to access and interoperate with the Brand 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

5.1.4 to ensure that information supplied electronically to W&B and to Wolf & Badger is submitted free from viruses;

5.2 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 Wolf & Badger, or any related hardware or software, the responsibility for which shall remain exclusively the Seller's.

5.3 Except as permitted by any applicable law which the Seller and W&B cannot agree to exclude, the Seller must not:

5.3.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our W&B Systems in any form or media or by any means;

5.3.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our W&B Systems;

5.3.3 access all or any part of our W&B Systems to build a product or service which competes with them;

5.3.4 use our W&B Systems to provide services to third parties or allow or assist third parties to access our W&B Systems;

5.3.5 create multiple accounts to evade punishment or avoid restrictions.

5.4 The Seller:

5.4.1 is responsible for the security and proper use of all passwords, or other security devices used in connection with Wolf & Badger and the Services;

5.4.2 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;

5.4.3 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

5.4.4 shall ensure that the Brand Dashboard and its content remains entirely confidential, and that no other person beside those in the Seller's employment has sight of the Brand Dashboard or any of its content.

5.5 W&B reserves the right:

5.5.1 to suspend access to Wolf & Badger and/or 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

5.5.2 to require the Seller to change any or all of the passwords used by the Seller in connection with Wolf & Badger and/or the Services, 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.

Seller Conduct and Product Information

5.6 The Seller shall:

5.6.1 comply with reasonable instructions from W&B concerning the Brand Dashboard; and

5.6.2 in any event, ensure that the content they upload to the Brand 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 Product imagery.

5.7 The Seller shall:

5.7.1 abide by the Code of Ethics;

5.7.2 ensure that all Seller Information and Product Information that it provides from time to time is and remains true, accurate, current and complete at all times;

5.7.3 where applicable, state clearly on the relevant Product page that a Product is a personalised or custom-made Product, and/or that such Product requires a Customer approval of proof prior to its production by the Seller, and shall display the relevant corresponding delivery times;

5.7.4 if a Product is one which is ineligible for any statutory returns/cancellation process under applicable law, state clearly on the relevant Product page that such product cannot be cancelled/returned by the Customer; and

5.7.5 not expose W&B to disrepute, contempt, scandal or ridicule, or shall not commit any act or omission that would tend to shock, insult or offend the public or reflect unfavourably on W&B's reputation or the reputation of Wolf & Badger, the Premises or the other suppliers selling on Wolf & Badger;

5.8 The Seller shall not include within the Brand Dashboard, for inclusion in the Sales Area or any other place on Wolf & Badger, or in any other means of communication with the Customer:

5.8.1 any direct or indirect link to other websites including the Seller's own website;

5.8.2 the Seller's Email Address; or

5.8.3 any other means by which a Customer could communicate directly with the Seller, other than through Wolf & Badger.

5.9 The Seller shall not include any promotional materials within any shipment to a Customer.

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

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

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

Pricing

5.13 The Seller shall set the Recommended Price for each Product on the Brand Dashboard and shall ensure that all such Recommended Prices are fully inclusive of any applicable Sales Tax, save that for sales within or to be delivered into the United States, the Recommended Price must be prior to the imposition of Sales Tax.

5.14 If the Seller is registered for Sales Tax, the Seller should set the Sales Tax rate of the Recommended Price at the level that is currently in force in the Seller's country with respect to the Products. Save for W&B's obligations in relation to the Self-Billing Agreement, the Seller is solely responsible for ensuring that it fully complies with its own obligations under current Sales Tax regulations.

5.15 The Seller has complete discretion over how it wishes to price its Products but must not set a Recommended Price for its Products that is higher than those prices set publicly on its own website or other direct sales channels save that W&B may in its absolute discretion apply the Permitted Discount to the Recommended Price at any time and for any length of time. This restriction is necessary to protect W&B's investment into marketing Wolf & Badger and the Products.

5.16 In the event that the Seller publicly offers the same Product(s) for sale elsewhere at a lower price than the Recommended Price through a direct sales channel, then W&B may reasonably request that the Recommended Price of such Product on the Brand Dashboard is changed to reflect this lower price. In the event that a Customer has purchased the Product through Wolf & Badger at a higher price than that offered publicly by the Seller through a direct sales channel within 14 days prior to such purchase, W&B may reimburse the Customer the difference in price on behalf of the Seller and W&B may pay such difference in price from any Receipts which have not yet been remitted to the Seller.

6. FEES

6.1 The Seller shall pay any and all Fees in accordance with the Agreement.

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

6.3 If any sum due from the Seller to W&B under the Agreement 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:

6.3.1 charge interest and such interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base rate of the Bank of England commencing on the due date and continuing until fully paid, whether before or after judgment;

6.3.2 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; and

6.3.3 deduct the sum due from any remittance to the Seller in accordance with clause 6.12.

6.4 The amount or percentage rate of each Fee at the start of the Agreement shall be as set out in the Subscription Form and made available through the Brand Dashboard.

6.5 W&B shall be permitted to increase or change any of the Fees at any time at its discretion. Any such increase shall be notified to the Seller by email to the Seller's Email Address with a minimum of 15 days' notice ("Notice Period"), following which the increase shall take effect and be made available through the Brand Dashboard. If the Seller does not agree with the increase, the Seller may terminate the Agreement by providing notice of termination to W&B within the Notice Period, in which case the Agreement shall terminate at the end of the Notice Period. The obligation to notify and right to terminate under this clause shall not apply to any increase or other change to the Fees resulting from a change of Subscription Package requested by the Seller.

6.6 The Seller shall pay to W&B:

6.6.1 a Commission on each sale of a Product on Wolf & Badger or in a Premises, such Commission accruing on fulfilment of the order for website sales and completion of transaction in store;

6.6.2 the Transaction Fee for each sale of a Product, which will be due and payable on fulfilment of the order for website sales and completion of transaction in store;

6.6.3 the Operations Fee for each sale of a Product online through Wolf & Badger, which will be due and payable on fulfilment of the order for website sales and completion of transaction in store;

6.6.4 the Membership Fee during the Subscription Term in accordance with the payment terms as set out in the Subscription Form;

6.6.5 where a Customer returns a Product using a return delivery method arranged and paid for by W&B, a Returns Fee;

6.6.6 a Store Fulfilment Fee on a sale of a Product online through Wolf & Badger delivered from Stock from store;

6.6.7 a Non-Fulfilment Fee where the Seller is late in fulfilling the order, cancels a sale of a Product prior to fulfilment or where Customer notifies W&B that the Seller has shipped an incorrect Product to the Customer;

6.6.8 where Seller purchases Advertising Services, the Advertising Fee in accordance with any invoice submitted by W&B and W&B; and

6.6.9 where Seller has opted in to the W&B In-store Annex, the monthly in-store display fee as set out in the W&B In-store Annex.

6.7 W&B shall be entitled to deduct all Product Fees due from the Seller from any Receipts received by W&B from time to time and to deduct the Membership Fee, the Advertising Fee and the monthly in-store display fee payable under the W&B In-store Annex, by way of a charge to the Seller's Bank Card.

6.8 All Fees are non-refundable except the Commission and the Transaction Fee, which shall be refunded to the Seller in the event that the Product is returned by the Customer in accordance with the relevant returns policy.

Statement and Invoicing

6.9 Within 21 days of the end of each calendar month, W&B shall display on the Brand Dashboard a Statement showing information about the Products sold on Wolf & Badger and at any Premises during such calendar month, including in respect of each such Product sale:

6.9.1 the Chargeable Price;

6.9.2 the Fees directly relating to that sale;

6.9.3 the Effective Price,

and the Effective Price of any refunds of the Products made by W&B during that calendar month.

6.10 Within 21 days of the end of each calendar month, W&B shall issue an invoice from W&B to the Seller for:

6.10.1 any Fees (other than any Fees which have already been deducted from the Chargeable Price to calculate the Effective Price) that have accrued to W&B during the calendar month, any Fees that remain outstanding from the Seller to W&B as at the Statement Date and any Fees that need to be recharged to the Seller as a result of a Customer return and resulting refund of the Effective Price of that returned Product;

6.10.2 any other amounts that have accrued to W&B during the calendar month or remain outstanding from the Seller to W&B as at the Statement Date; and

6.10.3 a reasonable amount (which may constitute the entire sum) to cover any anticipated costs (for example, non-exhaustively, any customs or other delay in receiving Products or in anticipation of costs if these Seller Terms are terminated for any reason).

6.11 Within 21 days of the end of each calendar month, W&B shall also issue an invoice from the Seller to W&B to the Seller under the Self-Billing Agreement for the aggregate value of the Effective Price in the Statement (i.e. the aggregate value of the First Supply of the Products in the relevant calendar month, as defined in clause 16.2) less: (i) the Effective Price of any refunds of the Products made by W&B during that calendar month; and (ii) any the amount invoiced by W&B as described in clause 6.10 to the Seller in respect of the month to which the Statement relates.

Payment to Seller

6.12 W&B shall remit to the Seller within seven (7) days of the Statement Date the amount payable under the invoice issued under the Self-Billing Agreement.

6.13 In the event that the Fees owed to W&B in respect of any calendar month exceed the amount of the Receipts held by the Seller at the Statement Date, W&B shall be entitled to invoice the Seller for the amount of the shortfall and such invoice shall be payable by the Seller within 30 days of the invoice date.

6.14 Any Fees and other payments due under the Agreement exclude taxes, including Sales Tax, and any withholding tax. If any withholding or deduction is required under applicable laws in respect of a payment due from the Seller and that is not being deducted from Receipts, the Seller shall, when making payment of the amount to which the withholding or deduction relates, pay to W&B such additional amount as will ensure that W&B receives the same sum that it would have received if no such withholding or deduction had been required.

7. WEBSITE MATERIALS

7.1 Within 30 days following the commencement of the Agreement, W&B shall use its reasonable endeavours to display the Product Information on the Sales Area, subject to the Seller providing the Product Information to W&B for prior approval via the Brand Dashboard. The number of photographs displayed on the Sales Area in respect of a Product will be dependent on the Subscription Package.

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

7.3 Subject to W&B's approval of the suggested changes to the Product Information, W&B will use its reasonable endeavours to alter the Product Information on the Sales Area within 30 days of approving the request.

7.4 W&B has absolute discretion as to the look, feel and content of Wolf & Badger (including the Sales Area) as well as full and final say in the inclusion, positioning, location and all other presentation of Seller information.

8. SALE OF PRODUCTS

8.1 As a Seller, you hereby authorise us to act as your agent to market and sell Products on your behalf on the Customer Terms:

8.1.1 on Wolf & Badger to Customers in all countries; and

8.1.2 to Customers at the relevant Premises (in the event that the Seller has opted in to the W&B In-store Annex),

on an undisclosed agency basis in accordance with these Seller Terms.

8.2 You acknowledge and agree that:

8.2.1 Customers ordering products from Wolf & Badger must click to accept the Customer Terms;

8.2.2 when a Customer orders a Product from Wolf & Badger, we:

8.2.2.1 will send the Customer an order acknowledgement email in our standard format and promptly inform the Seller of the order via the Brand Dashboard;

8.2.2.2 send the Customer an order dispatch confirmation email in our standard format and so form a direct contract to sell the Product on the Customer Terms ("Sale Contract");

8.2.2.3 take payment for customer orders for the Product when we send the dispatch confirmation email. The Brand Dashboard will state whether or not payment has been received for any order;

8.2.3 for Customers ordering products from Wolf & Badger, your geographical address and identity as Seller will be specified in the relevant dispatch confirmation email where the Customer's order is accepted;

8.2.4 the Customer's obligation to pay amounts due under a Sales Contract shall be satisfied when W&B takes payment from the Customer as 'merchant of record';

8.2.5 there is a transfer of title of the Product from Seller to W&B immediately before the Sale Contract is concluded for all sales other than an International Sale where there is a transfer of title of the Product from Seller to W&B at the time of importation of the Product into the Customer's country (or into the EU for Customers in the EU);

8.2.6 ownership of Products, including any Stock, remains with the Seller at all times until title passes to W&B as described in clause 8.2.5;

8.2.7 the Customer will see W&B as merchant of record on the Customer's card or payment account statement; and

8.2.8 W&B does not act as agent of the Customer.

8.3 The Seller warrants to W&B that:

8.3.1 it owns and has proper title to the Products and to all Intellectual Property in the Products and Product Information;

8.3.2 it is fully authorised to sell the Products;

8.3.3 the advertising and sale of the Products will not infringe any laws or rights of any third parties, including any Intellectual Property rights;

8.3.4 the Products are safe, of satisfactory quality and fit for any purpose held out by the Seller and are free from defects in design, material and workmanship;

8.3.5 the Products comply with all applicable laws and regulatory requirements, including those affecting their manufacture, sale, packaging and labelling; and

8.3.6 they shall not interfere with the sale of Products through Wolf & Badger.

8.4 The Seller remains solely responsible for the quality, safety and legal compliance of the Products at all times and in every country in which W&B markets and sells the Products for the Seller. Nothing in these Seller Terms transfers, or shall be interpreted as transferring, any regulatory, product safety or manufacturing obligations under applicable law and regulation to W&B.

8.5 The Seller shall, upon request, promptly provide W&B with any documentation, certificates, test reports, declarations of conformity, safety information, labelling requirements, Seller Information, or other evidence reasonably required by W&B to comply with, or demonstrate compliance with, applicable law and regulation, including product, safety, labelling, environmental, chemical, textile, packaging and consumer protection law and regulation, in relation to the sale of the Products and other activities under the Agreement.

8.6 The Seller acknowledges that its Products are displayed on Wolf & Badger along with products from W&B's other sellers, in accordance with W&B's Ranking Parameters Policy.

8.7 W&B may, at its discretion from time to time, offer Customers the Permitted Discount to the Recommended Price. W&B shall seek the permission of the Seller in advance of offering a discount to Customers above the Permitted Discount.

8.8 W&B shall offer the Products for sale through Wolf & Badger and (if applicable) in the Premises under the W&B In-store Annex at the Recommended Price (less any Permitted Discount applied) save that, for International Sales only, W&B may (and the Seller acknowledges and agrees that W&B may) apply an uplift to the Recommended Price to reflect and cover W&B's additional direct costs of fulfilling those orders such as duties, taxes and shipping labels, and shall offer the Products for sale through Wolf & Badger and (if applicable) in the Premises under the W&B In-store Annex at that uplifted price (less any Permitted Discount).

8.9 For sales from Wolf & Badger, W&B may also charge the Customer shipping costs for delivering and/or returning a Product, in accordance with any shipping or returns policy in force on Wolf & Badger from time to time.

8.10 Where any Product is returned by a Customer exercising their right to cancel under the Customer Terms:

8.10.1 W&B shall be entitled to provide the Customer with a full refund;

8.10.2 if the Customer returns the Product to W&B, W&B shall return (or facilitate the return of) the Product to the Seller within a reasonable time period unless otherwise agreed with the Seller.

8.11 Where any Product is returned by a Customer on the basis that it is faulty or defective W&B may (at its absolute discretion):

8.11.1 provide the Customer with a full or partial refund;

8.11.2 replace the Product (in which event the replaced Product shall be subject to the provisions of this clause); or

8.11.3 return the Product to the Seller to be repaired.

8.12 If W&B returns a Product to the Seller to be repaired in accordance with these Seller Terms:

8.12.1 the Seller shall repair the Product at its sole cost and return it to W&B within ten (10) working days of being requested to do so by W&B;

8.12.2 if the Seller is unable to repair and return the Product 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) provide the Customer with a full or partial refund or replace the Product.

8.13 In the event that W&B issues a refund to a Customer for an order, the Seller shall issue any credit notes necessary pursuant to the Self-Billing Agreement then in place between the Seller and W&B and such credit notes shall be reflected in the next invoice issued by W&B under the Self-Billing Agreement.

8.14 W&B shall collect all monies due to the Seller in respect of sales of Wolf & Badger Product(s) on behalf of the Seller but shall not be required to hold the same in a separate bank account for the Seller.

8.15 W&B shall invoice the Customer in the name of W&B (where required) and no invoice will be sent directly by the Seller to the Customer in the Seller's name.

8.16 The Seller shall comply with all invoicing, ordering and accounting procedures as set out in these Seller Terms and the W&B policies referred to in these Seller Terms.

8.17 W&B may invite Customers to leave reviews about your Products which may then be published on the Website and on our other channels and media. Please see W&B's Customer Review Policy here, which forms part of the Customer Terms for more information.

9. USE OF STOCK ROOM

9.1 All requirements for the holding of Stock shall be agreed in writing in advance between W&B and the Seller, but in the absence of agreement W&B's decision as to the amount of Products to be stored as Stock in the Premises shall be final and binding.

9.2 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.

10. DELIVERY OF PRODUCTS TO CUSTOMERS OR TO W&B

10.1 Where a Customer purchases a Product from Wolf & Badger, W&B shall inform the Seller:

10.1.1 of the purchase by email to the Seller's Email Address and/or via the Brand Dashboard and either:

10.1.1.1 request that the Seller send the Product to W&B to send on to the Customer (a "Store Delivery Request");

10.1.1.2 inform the Seller that W&B will make delivery to the Customer of the Product from Stock, in which case W&B shall charge the Seller a Store Fulfilment Fee; or

10.1.1.3 request that the Seller send the Product to the Customer directly (a "Direct Delivery Request").

10.2 Where W&B makes a Store Delivery Request to the Seller:

10.2.1 W&B shall state in the Store Delivery Request, the Product purchased by the Customer and the address of the Premises to which the Seller must deliver the Product; and

10.2.2 the Seller shall within 48 hours of such request, deliver the Product to such Premises by a recorded delivery method and upon dispatch inform W&B of the dispatch via email to W&B's Email Address and/or via the Brand Dashboard.

10.3 Where W&B makes a Direct Delivery Request to the Seller:

10.3.1 W&B shall state in the Direct Delivery Request, the Product to be delivered, the specified name and delivery address and a shipping label;

10.3.2 the Seller shall within 2 business days of such request, deliver the Product to the relevant address by a recorded delivery method and upon dispatch inform W&B of the dispatch via email to W&B's Email Address and/or via the Brand Dashboard.

10.4 Where more than one Product is ordered by a Customer, the Seller shall not deliver the Products in instalments without W&B's prior written consent.

11. DATA PROTECTION

11.1 In this clause 11, the terms "personal data", "controller", "data subject", "personal data breach" and "processing" (and related expressions) shall have the meanings given to them in the Data Protection Laws.

11.2 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all Data Protection Laws. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

11.3 In relation to all Direct Delivery Requests, W&B is controller, and the Seller is processor, in connection with the Seller's processing of personal data relating to such Customer and their order and delivery information (the "Data").

11.4 The Seller agrees that it shall not:

11.4.1 use, process or store the Data for any other purpose than processing the Direct Delivery Request;

11.4.2 attempt to directly solicit custom from the Customer when sending the Products to the Customer, including the inclusion of promotional material (other than W&B promotional material) in the shipment;

11.4.3 use the Customer details provided in the Direct Delivery Request to solicit future business from the Customer,

and the Seller shall pay to W&B on request the sum of £1,000 per breach of clause 11.4 subject to any other rights and remedies of W&B under these Seller Terms or otherwise.

11.5 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:

11.5.1 implement appropriate technical and organisational measures to ensure the Data is kept secure; and

11.5.2 ensure that any person it authorises to process the Data shall be subject to written confidentiality obligations (and the provisions of clause 18).

11.6 The 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 Seller Terms. The Seller shall be liable to W&B for any breach of these Seller Terms 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 the Agreement, and shall notify W&B of any changes in such providers, giving W&B the chance to object.

11.7 The 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 Laws).

11.8 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 the Seller is required to process the Data other than in accordance with W&B's instructions, the Seller will notify W&B of this (unless prohibited from doing so by applicable law).

11.9 Upon termination or expiry of the Agreement, the Seller shall destroy or return to W&B all Data in its possession or control.

12. SELLER DATA

12.1 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.

12.2 W&B may use the Seller Data to provide and improve the performance and functionality of the Services.

12.3 W&B shall own all rights, title and interest in and to all of the Service Generated Data.

12.4 W&B may track and analyse the Seller's use of Wolf & Badger and the Services for the purposes of security and to help W&B improve the Services and Wolf & Badger.

12.5 W&B may share the Seller Data with a third-party data aggregator for the purpose of aggregating and anonymising the Seller Data and converting it to Service Generated Data and to gather trends and insights in order to help W&B provide and improve the Services and the Website.

13. INDEMNITY

13.1 The Seller shall keep W&B fully indemnified against all Losses arising directly or indirectly out of:

13.1.1 any breach by the Seller of the Agreement;

13.1.2 any fault or defect in a Product;

13.1.3 any claim made against W&B for actual or alleged infringement of a third party's Intellectual Property arising out of, or in connection with, the promotion, sale or use of the Products;

13.1.4 any claim made against W&B by a third party arising out of, or in connection with, the promotion, sale or use of the Products, to the extent that such claim arises out of the breach of the Agreement, negligence or any other act or omission of the Seller, its employees, agents or subcontractors; and

13.1.5 any claim made against W&B by a third party for death, personal injury or damage to property arising out of, or in connection with, the Products.

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) of any Stock within the Premises and of the Products in transit to the Customer 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:

14.2.1 any damage to or loss of the Stock or any other product or item of the Seller in or upon the Premises; or

14.2.2 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 Recommended Price of the damaged and/or lost Stock, in each case, after deducting any sums attributable to damage or loss of 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 which would cause additional insurance premiums to become payable.

15. FORCE MAJEURE

15.1 Neither Party shall be in breach of the Agreement nor liable for any failure or delay in performance of any of its obligations under the Agreement arising from or attributable to Force Majeure.

16. SALES TAX

16.1 All sums payable by the Seller under the Agreement are exclusive of any Sales Tax that may be chargeable. The Seller shall pay Sales Tax in respect of all taxable supplies made to it in connection with the Agreement where due on the due date.

16.2 When selling Products via Wolf & Badger and the Premises, the Seller and W&B acknowledge and agree that W&B is acting as an "undisclosed agent" for the Seller regarding the sale of Products to Customers for the purpose of section 47 of the Value Added Tax Act 1994. For this purpose, in respect of each sale of a Product via Wolf & Badger to a Customer, the Product is supplied first from the Seller to W&B at the Effective Price ("First Supply"), before being sold to the Customer at the applicable retail price ("Second Supply"). It is the Seller's responsibility to account for and remit any Sales Tax due in respect of the First Supply to the appropriate tax authority. W&B shall not be liable for the Seller's failure to remit to the appropriate tax authority any such tax due in respect of the First Supply. W&B shall account for and remit any Sales Tax due in respect of the Second Supply.

16.3 Where the Recommended Price set by the Seller is inclusive of Sales Tax, W&B may in its sole discretion, present the Recommended Price or Chargeable Price on reporting and invoice documentation, exclusive of Sales Tax, and deduct an amount equivalent to the Sales Tax value from the Recommended Price or Chargeable Price as part of calculating the Effective Price, and will notify the Seller of this in the Statement in relation to the associated sale.

16.4 In respect of sales of Product(s) from Wolf & Badger and any Premises under the W&B In-store Annex Terms to Customers in the US, W&B is registered to collect Sales Tax in the following regions and will collect Sales Tax on all taxable sales of tangible personal property that it facilitates for Sellers for delivery to an address within these regions: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Washington DC, West Virginia, Wisconsin, Wyoming.

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 the Agreement (such as 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 Losses suffered as a result of such payment or liability.

16.6 W&B has or will make available on the Website an agreement between W&B and the Seller in respect of self-billing ("Self-Billing Agreement") which will be presented for confirmation of your agreement on and from 1 January in each year until such terms are accepted by the Seller. If the Seller does not indicate its agreement to W&B of the terms of a valid Self-Billing Agreement to the satisfaction of W&B or is in breach of any of its Self-Billing Obligations, W&B is not able to provide any of the Services to the Seller and the Seller shall not be able to sell any Products through Wolf & Badger or in the Premises. No Fees are refundable or rendered not due and payable by the Seller to W&B as a result of the absence of a valid Self-Billing Agreement between the Seller and W&B or as a result of the Seller's breach of a Self-Billing Obligation. Notwithstanding any other terms of these Terms and Conditions, W&B shall be entitled to withhold all Receipts held by W&B on behalf of the Seller which would otherwise be remitted to the Seller, until the Seller has entered into a valid Self-Billing Agreement and has complied in full with all Self-Billing Obligations to the satisfaction of W&B.

17. INTELLECTUAL PROPERTY

17.1 W&B acknowledges that the Intellectual Property in the Products and the Seller Materials are the Seller's property.

17.2 The Seller hereby grants to W&B a non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish the Seller Material for the purposes of listing and selling the Products on Wolf & Badger, and operating, improving and marketing Wolf & Badger in any media, including the use of the Seller's branding and trade marks as keywords in relation to Google Ads.

17.3 The Seller acknowledges that the Intellectual Property in Wolf & Badger, the Website, the Services, the Brand Dashboard, the Service Generated Data and the Product Information are W&B's property, and the Seller has no right to use them save for the limited right to use the Brand Dashboard for the purposes of the Agreement.

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 of the other party, except as permitted by the Agreement.

18.2 A party may disclose Confidential Information of the other party: (i) to the employees, officers, representatives or advisers of the first party who need to know such information for the purposes of carrying out its obligations under the Agreement 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 of the other party for any purpose other than to perform its obligations under the Agreement.

19. LIMITATION OF LIABILITY

19.1 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for fraud, death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.

19.2 Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with the Agreement for any indirect or consequential loss, save under any indemnity in the Agreement.

19.3 Subject to clauses 14.2, 19.1 and 19.2, W&B's aggregate liability to the Seller in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall not exceed £1,000.

19.4 Except as expressly stated in these Seller Terms, W&B does not give any representations, warranties or undertakings in relation to Wolf & Badger or the Services. Any representation, condition or warranty which might be implied or incorporated into these Seller Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.

20. MEDIATION

20.1 Either the Seller or W&B can request that any dispute between us be referred to one of W&B's preferred independent mediators. Please contact W&B using W&B's Email Address for details of these mediators. Details of how to request a referral are in our Complaints Handling Policy. Both you and we must act in good faith when considering any requests for mediation and engaging in any mediation.

20.2 W&B may refuse mediation of a dispute which has previously been mediated if the mediator determined the Seller wasn't acting in good faith in that mediation. W&B may also refuse mediation of any dispute connected to other disputes in which a mediator has repeatedly found in our favour.

20.3 We'll bear a reasonable proportion of the total costs of any mediation, taking into account all relevant elements of the dispute, as determined by the mediator.

21. GENERAL

21.1 All notices served by either party pursuant to the provisions of the Agreement 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 the Agreement or if sent by W&B to the Seller's Email Address or by the Seller to W&B's Email Address.

21.2 W&B shall be entitled to amend these Seller Terms by posting such amended versions of them with a notification on the Brand Dashboard or by notifying the Seller by email, at least 30 days prior to them becoming applicable, 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 Seller Terms, then it shall have the right to cancel the 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 Seller's continued use of Wolf & Badger, after the date the changes have come into effect will constitute its acceptance of the amended Seller Terms.

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

21.4 If any of the provisions of the Agreement is 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.

21.5 The Agreement is 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 the Agreement without the prior written consent of W&B.

21.6 W&B may transfer, assign, subcontract or otherwise dispose of any of its rights or obligations arising under the Agreement at any time during the Term.

21.7 The Agreement shall constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between the parties.

21.8 Each party acknowledges that, in entering into the Agreement neither party has relied on any statement, representation, assurance or warranty of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement. 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 the Agreement.

21.9 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.

21.10 Where there is a dispute between the Seller and a Customer or between the Customer and W&B regarding a Product purchased by the Customer, W&B may offer the Customer a full refund.

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

21.12 If the Seller wishes to make a complaint or has any concerns in relation to the Agreement, please refer to our Complaints Policy available at https://www.wolfandbadger.com/pages/terms/.

21.13 The Agreement 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.

21.14 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 Seller Terms or its subject matter or formation (including non-contractual disputes or claims).

Last Updated: 24.02.2026