Terms & Conditions (For Sellers)

  1. DEFINITIONS AND INTERPRETATION

 

In these Terms and Conditions the expressions, “Seller”, “Seller’s Email Address”, “Start Date”, and “W&B“ shall have the meaning described overleaf and 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.

Charges” means the Commission Fee and where relevant and applicable, the Subscription Fee, Joining Fee, and/or Additional Charges.

Commission Fee” 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.

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 (whether orally or in writing and whether or not such information is expressly stated to be confidential), 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 designated to the Seller by the W&B for, among other things, the upload of Website Product(s), management of the Seller’s Website Sales Area, management of the Seller’s Stock Documentation and display of the Statement.

“Force Majeure” means any acts, events, omissions or accidents beyond the reasonable control of a party including but not limited to: (i) acts of God, including (but not limited to) fire, flood, explosion, earthquake, storm or other natural disaster or extreme adverse weather conditions;(ii) terrorist attack, civil commotion or riots; (iii) voluntary or mandatory compliance with any applicable law; (iv) collapse of building structures or failure of plant, machinery, or computers; (v) any labour dispute, including (but not limited to) strikes, industrial action or lockouts; and (vi) interruption or failure of utility service, including (but not limited to) electric power, gas or water.

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.

Late Payment Fee” means a charge to be paid by the Seller to the W&B for failure to pay any debt due under this agreement 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.

“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).

 “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 either the Notting Hill boutique, comprising the ground floor and basement at 46 Ledbury Road London W11 2AB and shall include the Stock Room and the sales areas; or the Mayfair boutique, comprising the ground floor at 32 Dover Street London W1S 4NE and shall include the Stock Room and the sales areas, 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 sales staff of W&B and which amount shall be inclusive of VAT where the Seller is registered for VAT purposes.

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.

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 the third party payment provider Stripe.

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.

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 5.11.

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.

“Subscription Fee” means (where applicable under the chosen Subscription Package) a monthly fee charged by W&B to be paid by the Seller.

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 term of these Terms and Conditions as defined under clause 2 below.

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).

  • Words importing one gender include all other genders; words importing the singular include the plural and vice versa; words importing persons include a corporate body, a firm or a partnership and vice versa.
  • Where any 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 “we”, “us” are to W&B.
  • References to “you” are to the Seller.
  • References to W&B or the Seller include any of their directors, executives, employees, staff or agents.

 

  1. INTRODUCTION

 

  • These Terms and Conditions apply between you and the W&B in connection with the provision of the Services to you by us.
  • It is important that you read and understand these terms and conditions before agreeing to them.
  • 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 Website. The Seller acknowledges that it is its responsibility to check the Website on a regular basis to make and keep itself aware and notified of any changes made by W&B to these Terms and Conditions, the Fees or all or any of them.
  • W&B grants to the Seller the Rights during the Term.
  • W&B shall so far as it is reasonably able: (i) not grant similar rights to the Rights to persons other than talented fashion, jewelry, accessories or product designers; and (ii) ensure that the Website contain a good mix of high quality design products.

 

  1. TERM AND TERMINATION

 

  • These Terms and Conditions shall commence after:
    • W&B has received an Application Form from the prospective Seller completed to the satisfaction of W&B; and
    • W&B has notified the prospective Seller in writing of its acceptance of the Seller’s Application Form. It shall be entirely at the discretion of W&B whether or not to accept a Seller’s Application Form; and
    • the Joining Fee has been paid by the Seller, if applicable,

and shall automatically renew and continue for each successive monthly period unless earlier brought to an end by the Seller giving not less than twenty one (21) days written notice, or W&B giving not less than fourteen (14) days written notice. Any such termination shall be without prejudice to W&B’s rights in respect of any prior breach of the Seller’s obligations.

  • These Terms and Conditions shall end (without prejudice to W&B's rights in respect of any prior breach of the Seller's obligations) immediately on written notice given by W&B to the Seller at any time:
    • following the failure of the Seller to pay the Joining Fee, Administration Fee or any other sums due under these Terms and Conditions on the date due for payment;
    • 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 fourteen (14) 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.
    • if the Seller suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or(being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
    • if the Seller commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
    • if a petition is filed, a notice is given, an application is made to court or a resolution is passed, or an order is made, for or in connection with the winding up of the Seller, or the appointment of an administrator over the Seller or a person becomes entitled to appoint a receiver over the assets of the Seller or a receiver is appointed over the assets of the Seller or, being an individual, is the subject of a bankruptcy petition or order; or
    • if a creditor or encumbrancer of the Seller attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Seller’s assets and such attachment or process is not discharged within fourteen(14) days;
    • if the Seller suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the Seller’s business;
    • 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.
  • 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 pursuant to these Terms and Conditions In the event such amounts remaining unpaid for a period of seven (7) days from the date of the termination of these Terms and Conditions the Seller shall pay interest to W&B on the amount outstanding at a rate of four (4) per cent per annum above the HSBC plc bank base lending rate from time to time. The Seller shall pay the interest together with the overdue amount.
  • W&B shall hold onto any property (including but not limited to any Stock of the Seller until such time as the Seller has paid W&B any amounts payable under clause 3.
  • Where the Seller fails to pay W&B any amounts payable under clause 3 within three (3) months following the date on which the amounts became due, all such property shall be forfeited to W&B who may sell it and shall be entitled to retain the proceeds of sale and the Seller shall have no interest in such proceeds.

 

  1. THE SERVICES

 

  • Following commencement of the Term, W&B will provide the Services for the Term with reasonable skill and care.
  • W&B reserves the right to revise or alter the Services at any time upon providing the Seller with twenty eight (28) days’ written notice of variation. Any variation in the Services will be subject to these Terms and Conditions.

 

  1. SELLER OBLIGATIONS

 

  • The Seller hereby undertakes to:
    • establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device;
    • ensure that at all times all computer hardware and software it uses to access and interoperate with the Designer Dashboard Area is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and
    • to ensure that information supplied electronically to W&B and to the Website is submitted free from Viruses;
  • W&B has no responsibility for the provision, support and maintenance of any of the Seller's hardware or software used to provide the Seller with access to the internet or the Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Seller.

 

Security

  • The Seller:
    • 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 Area (which responsibility shall include the obligation to change passwords on a regular basis);
    • shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
    • 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;
    • 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
    • shall ensure that the Designer Dashboard Area and its content remains entirely confidential, and that no other person beside those in the Seller's employment has sight of the Designer Dashboard Area or any of its content.
  • W&B reserves the right:
    • 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
    • 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 Area, 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

  • 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 (including in W&B's sole discretion the right to remove any Seller information from the Website at any time during the Term), and reserves the right to remove any Website Product(s) from the Website at its sole discretion.

 

Quality of Presentation

  • The Seller shall:
    • ensure that the content uploaded to the Designer Dashboard Area 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;
    • comply with reasonable instructions from W&B concerning the Designer Dashboard Area.
  • 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

 

Seller and Product Information

  • The Seller shall ensure that all Seller Information provided about itself and the Website Product(s) on the Designer Dashboard Area is and remains true, accurate, current and complete.
  • Without prejudice to the Seller's obligation to comply with any policies, the Seller undertakes and agrees that none of its Seller Information nor any of the Seller's activities or use of the Website (including its use of its Designer Dashboard Area), will:
    • be false, inaccurate or misleading;
    • be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;
    • be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party's IPR, or other proprietary rights or rights of publicity or privacy;
    • be fraudulent or involve the sale of counterfeit or stolen items;
    • be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, tax, consumer protection, advertising and requirements of Trading Standards);
    • be in breach of the Policies;
    • adversely affect the reputation of W&B or the W&B brand;
    • create, or be likely to create, liability for W&B or cause W&B to lose (in whole or in part) the services of its internet service or other suppliers;
    • contain any Virus; and
    • cause the Website or the Designer Dashboard Area or their functionality to be interrupted, damaged or impaired in any way.
  • The Seller shall:
    • 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
    • if a Website Product is a Non-Cancellable Product, state clearly on the relevant Product page that such product cannot be cancelled by the Customer.
  • The Seller shall not include within its Website Sales Area, on the Designer Dashboard Area, any other place on the Website or in any other means of communication with the Customer:
    • any direct or indirect link to other websites including the Seller's own website;
    • the Seller’s Email Address; or
    • any other means by which a Customer could communicate directly with the Seller, other than through the Website.

 

Stock Information

  • The Seller shall accurately display stock availability for all Website Product(s) and shall update such stock availability regularly using the 'out of stock' and 'is available' options on the Designer Dashboard Area.
  • 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 Area.
  • The Seller shall remove Website Products from its Designer Dashboard Area that are awaiting stock for prolonged periods (four weeks or more) until they become available again.

 

Pricing

  • The Seller's prices must be fully inclusive of all taxes and additional charges.
  • If the Seller is VAT registered, the Seller should set the VAT rate at the level that is currently in force in the UK 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.
  • The Seller has complete discretion over how it wishes to price its Website Product(s).

 

Suspension of service

  • W&B may immediately 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.

 

  1. CHARGES

 

  • 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.
  • 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.
  • 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:
    • 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
    • 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.
  • The Charges comprise, as relevant and applicable:
    • the Joining Fee;
    • the Commission Fee;
    • the Subscription Fee;
    • the Additional Charges.

 

Joining Fee

  • 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 in accordance with clause 1.
  • 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 in accordance with clause 1.

 

The Commission Fee

  • The Seller shall pay to W&B the Commission Fee, by way of retention of such amount by W&B, in accordance with the provisions of clauses 11 and 5.12.
  • W&B shall be permitted to increase the Commission 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 28 days notice following which the increase shall take effect. The notice period under this clause shall not apply to any change to the Commission Fee resulting from a change of Subscription Package.
  • 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.
  • 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
  • W&B shall be entitled to deduct from the amounts payable to the Seller pursuant to the provisions of clauses 8, 8.9 8.11, and 25.2 any amounts paid by W&B to the Customer in respect of any full or partial refund provided.

 

Subscription Fee

  • 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 monthly intervals following the Start Date

 

Additional Charges

  • 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. 

 

  1. ACCOUNTS AND RECORDS

 

  • 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.
  • 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.
  • 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.

 

  1. WEBSITE PHOTOGRAPHY

 

  • 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 dependant on the Subscription Package.
  • 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.
  • 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 business days of approving the request.

 

  1. SALE OF WEBSITE PRODUCT(S)

 

  • The Seller warrants to W&B that:-
    • 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);
    • it is fully authorised to sell the Website Product(s);
    • the sale of the Website Product(s) will not infringe any laws or rights of any third parties, including any Intellectual Property rights; and
    • so far as the Seller is aware the Website Product(s) and/ or the Stock are or will be 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.
  • W&B is appointed by the Seller to sell the Website Product(s) through the Website on behalf of the Seller and on the terms of this agreement and the Seller shall not be permitted to interfere with the sale of the Website Product(s) through the Website. Ownership of the Website Product(s) and/or the Stock remains with the Seller at all times.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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):
    • provide the Customer with a full or partial refund; or
    • replace the Website Product(s) (in which event the replaced Website Product(s) shall be subject to the provisions of this clause 8; or
    • return the Website Product(s) to the Seller to be repaired.
  • 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.
  • If W&B returns the Website Product(s) to the Seller to be repaired in accordance with clause 8.3 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.
  • 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) (in which event the replaced and/or repaired Website Product(s) shall be subject to the provisions of clauses 8, 8.9,8.10 and 8.11).
  • W&B may (at its absolute discretion) vary clause 9,8.10and/or 8.11from time to time.

 

  1. USE OF STOCK ROOM

 

  • 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.
  • W&B shall set aside an area of the Premises for the storage of Stock and shall (subject to prior agreement) permit the Seller to keep Stock in the Stock Room.
  • 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.
  • The Seller shall provide adequate amounts of Stock to W&B to ensure that any Website Product(s) sold can be delivered to the Customer from the Stock.
  • For Website Product(s) which W&B does not hold as Stock, the Seller shall immediately inform W&B when they have run out of those Website Product(s) so that W&B may mark those Website Product(s) as out of stock on the Website.

 

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

 

  • 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:
    • request that the Seller send the relevant Website Product(s) to W&B to send on to the Customer (a “Store Delivery Request”);
    • 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
    • request that the Seller send the relevant Website Product(s) to the Customer directly (a “Direct Delivery Request”).
  • Where W&B makes a Store Delivery Request to the Seller under clause 1.1 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).
  • Where W&B makes a Direct Delivery Request to the Seller under Clause1.3 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 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.
  • 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.
  • Where there is sufficient Stock of the Website Product(s) held with W&B, W&B shall arrange at its expense delivery of the Website Product(s) to the Customer.

 

  1. INDEMNITIES

 

  • The Seller shall keep W&B fully indemnified against all Losses arising directly or indirectly out of:
    • 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;
    • any breach or non-observance by the Seller of the obligations, conditions or other provisions of these Terms and Conditions;
    • 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
    • any other claims made in relation to or in connection with the Website Product(s) or the sale of the Website Product(s).

 

  1. INSURANCE

 

  • 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 damage caused by fire, lightening, explosion, earthquake, smoke, riot, civil commotion, malicious persons or vandals, theft, storm, tempest and flood, escape of water, aircraft or impact or any other risks that the Landlord may insure against from time to time.
  • W&B shall not be liable for:
    • any damage to or loss of the Stock or any other product or item of the Seller in or upon the Premises; or
    • any other, losses of the Seller;
    • save 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 on be liable to the Seller for the lesser of: (i)the wholesale price of the damaged and/or lost Stock; or (ii) fifty (50) per cent of the retail price of the damaged and/or lost Stock.

  • 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.
  • 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.

 

  1. FORCE MAJEURE

 

  • 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.

 

  1. VAT

 

  • All sums payable by the Seller under these Terms and Conditions (including but not limited to the Joining Fee, the Commission Fee, Subscription Fee, and Additional Charges) 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.
  • 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.

 

  1. INTELLECTUAL PROPERTY

 

  • 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.
  • 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.
  • 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 adwords.
  • 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 infringement of any such intellectual property rights.

 

  1. REMOVAL OF GOODS ON TERMINATION

 

  • If after the termination of these Terms and Condition any property of the Seller (excluding any property held by W&B in accordance with clause 1) remains in the Premises W&B may remove such property to a safe place and if the Seller has not collected it within fourteen (14) days of such termination (time being of the essence) all such property shall be forfeited to W&B who may sell it and shall be entitled to retain the proceeds of sale and the Seller shall have no interest in such proceeds.
  • 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.

 

  1. TRANSFER OF RIGHTS AND OBLIGATIONS

 

  • 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.
  • 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.

 

  1. MISCELLANEOUS

 

Exclusion of W&B’s liability

  • W&B shall not be liable for the cost of or damage to any property of, or for any losses, or other liability, incurred by the Seller, or any person exercising the Rights, or in the purported exercise of the Rights and howsoever caused other than in respect of death.

Interest

  • In the event that any other sums of money payable 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).

Notices

  • 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.

 

  1. CONFIDENTIALITY

 

  • 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.
  • A party may disclose Confidential Information:-
    • 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
    • as may be required by law, court order or any governmental or regulatory authority.
  • No party shall use the Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

 

  1. WAIVER

 

  • If W&B fails at any time during the Term to insist upon strict performance of any of the Seller’s obligations under these Terms and Conditions, or if W&B fails to exercise any of the rights or remedies to which W&B is entitled under these Terms and Conditions, this shall not constitute a waiver of such rights or remedies and shall not relieve the Seller from compliance with such obligations.
  • A waiver by W&B of any default by the Seller shall not constitute a waiver of any subsequent default.
  • No waiver by W&B of any provisions of these Terms and Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Seller in writing.

 

  1. SEVERABLILITY

 

  • 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.

 

  1. AMENDMENTS
    • W&B shall be entitled to amend the provisions of these Terms and Conditions from time to time by posting amended versions of the Terms and Conditions on the Website.
    • The Seller acknowledges that it is its responsibility to check the Website on a regular basis to make and keep itself aware and notified of any changes made by W&B to the Terms and Conditions.
    • If the Seller does not accept the amended Terms and Conditions, it shall provide W&B with written notice stating its rejection of the amended Term and Conditions.
    • On the last day of the month in which notice under clause 3 was received by W&B these Terms and Conditions shall terminate in which event the provisions of clauses 2.3 and 16 shall apply upon termination.

 

  1. ENTIRE AGREEMENT

 

  • This agreement shall constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between the parties.
  • 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.
  1. COUNTERPARTY

 

  • These Terms and Conditions may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

 

  1. DISPUTES

 

  • 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 as it deems necessary, after affording to the Seller and the other disputing party an opportunity to make representations.
  • 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.
  • The Seller shall observe and comply with and abide by the decisions made by W&B pursuant to clause 1 unless otherwise directed by W&B.

 

  1. GOVERNING LAW AND JURISDICTION

 

  • 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.
  • 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).

 

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