1.3 Wippet Ltd operates an online marketplace (Service) through which buyers of products (Buyers) may view the products of multiple vendors, suppliers and sellers (Vendors) and may purchase such products from multiple Vendors in one consolidated purchase.
2.1 These terms and conditions (Terms) apply to your use of the Service in the course of your (as set out on the Order Form completed at the point of sign-up to the Service) purchase as a Buyer (including in the case of business Buyers, any use by your employees, officers, contractors, subcontractors, representatives and advisers (Representatives)) (these Terms and the Order Form, together being the Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. By using the Service, you agree to be bound by these Terms.
2.2 This Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Contract.
2.3 The definitions set out in the Order Form apply to these Terms.
3. The Service
3.1 Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of this Contract or have any contractual force.
3.2 In order to use the Service, you must provide us with all information that we request from you.
3.3 In addition, in order to set up an account using the Service you must:
(a) create a profile and a unique user profile, including username and password, for each Representative that uses the Service;
(b) create a password and confirm any other security information;
(c) complete our verification process; and
(d) pass any further approval requirements that we, or your or our bank, or Stripe or any other provider, impose from time to time to ensure or improve the security of the Service or to comply with any regulatory requirements.
3.5 You can use the Service to make payment for products, which will be processed and carried out in accordance with clause 5 below.
3.6 You can use the Service to contact Vendors, and Vendors can use the Service to contact you, for the purposes of processing sales and delivery.
3.7 Vendors will be able to, and will be responsible for:
(a) setting the price for products you purchase, including any additional fees for delivery, insurance or other costs; and
(b) uploading and maintaining their catalogue of products, including product imagery,
and you accept and acknowledge that we do not have any responsibility for the accuracy of the same.
3.8 You acknowledge and agree that there will be circumstances where the Service may be unavailable, or its availability may be limited including (without limitation):
(a) routine or emergency maintenance;
(b) updates, upgrades or other development activity; or
(c) technical malfunctions of the underlying software, equipment, services or infrastructure (e.g. telecommunications connectivity, network congestion or delays) of us or any third-party provider.
(a) you materially breach the terms and conditions of this Contract;
(b) you fail to pay any amount due to a Vendor for goods or services purchased through the Service on the due date for payment in accordance with clause 5; and/or
(c) limitation or suspension is necessary for reasons of public safety, security or maintenance of the Service, interoperability, data protection or to perform other work that we deem necessary for operational or technical reasons.
3.10 We reserve the right to change or modify the Service at any time.
3.11 We may share your profile and company information with Vendors, including for the purposes of allowing them to view your company details (if you are a business) and to track and process any orders or payments.
4. Contracts of Sale
4.1 All contracts for the sale of products or services through the Service shall be entered into directly between you and the Vendor (Transactions). We will have no liability, to either you or the Vendor, for any liabilities or obligations in relation to such Transactions.
4.2 You acknowledge that you are entering into a Transaction with the Vendor and we accept no responsibility for any acts or omissions of any Vendor with whom you enter into a Transaction, including any failure by the Vendor to deliver products in accordance with any terms agreed between you and the Vendor.
4.3 You shall review each Vendor’s terms and conditions of sale prior to the point of entering into a Transaction, and you acknowledge and agree that all Transactions shall be subject to such terms and conditions, which shall form the basis of the contract entered into between you and the Vendor.
4.4 You will comply in full with all terms agreed between you and the Vendor.
4.5 You acknowledge that only the Vendor’s receipt constitutes a receipt for any Transaction, and that our payment confirmation does not constitute the same.
4.6 You will indemnify us on demand against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any Transactions (including refund requests), including, without limitation, in relation to any claim brought by a Vendor against us in relation to the same.
5.1 All payments for products and services purchased by you from the Vendor shall be processed by us through the Service in accordance with this clause 5.
5.2 You shall make payment of the total sum agreed between you and the Vendor through the Service. Such payment shall be made to our Stripe client money account (Stripe Client Account) in accordance with any payment terms agreed between you and the Vendor. Where the payment terms provide for future payment, we will arrange (and you will approve) a BACS direct debit instruction from your bank account to the Stripe Client Account in line with the agreed payment terms.
5.3 If no payment terms are agreed between you and the Vendor, or the agreed payment terms are for payment to be made in advance, then you must pay the Vendor through the Service at the point of placing your order by either BACS transfer or other immediate accepted payment method (such as card payment, Apple Pay or Google Pay).
5.4 We shall be entitled to transfer all sums payable to the Vendor out of our Stripe Client Account immediately on receipt.
5.5 You may request a refund or a partial refund from the Vendor in relation to any Transaction through the Service. It shall be the Vendor’s sole responsibility to approve or reject any refund requests, and to pay any correctly requested refunds, and we accept no liability to either you or the Vendor in relation to the same.
5.6 If the Vendor agree to make a refund or partial refund to you, they will do so through the Service and we will transfer such refund to you in accordance with the Vendor’s instructions.
5.8 We may at any time, without notice to you, set off any liability of you to us against any liability of us to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Contract.
5.9 You will indemnify us on demand against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any failure by you to make a payment to a Vendor or Wippet in accordance with the terms of the Transaction.
6. Your Responsibilities
(a) use the Service at all times in accordance with these Terms, and any other requirements notified to you from time to time by us;
(b) ensure that all information you provide about you (including your name, address, email address, telephone number and bank account details) is and remains complete, correct and up to date;
(c) notify us immediately if you suspect that your security information is stolen or lost, or if you suspect that your account is being used without your authorisation; and
(d) treat (and ensure that your Representatives treat) your password and other security information used by you or any Representatives in relation to the Service as confidential and not disclose (and ensure that your Representatives do not disclose) it to any third party.
7. Support and telling us about problems
7.1 If you want to learn more about the Service or have any problems using it please take a look at our support resources at www.support.wippet.com.
7.2 If you think the Service is faulty or wish to contact us for any other reason, please email our customer service team at: firstname.lastname@example.org.
8. Use of the Service is Personal to You
You must only use the Service in relation to products purchased by you, and may not link your Service profile to, or use the Service in relation to, any goods or services to be purchased by any third party. You must not include any links to any other websites, ecommerce sites or other internet based platforms (including those which may be owned or operated by you), without written permission from us.
You agree that you will:
(a) not rent, lease, sub-license, loan, provide, or otherwise make available, the Service in any form, in whole or in part to any person without prior written consent from us;
(b) not copy, translate, merge, adapt, vary, alter or modify, the whole or any part of the Service nor permit the Service or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Service on devices as permitted in these terms;
(c) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such things;
(d) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Service;
(e) not seek to enter into any transactions with Vendors with whom the initial contact in relation to a transaction with that Vendor is through the Service, other than by using the Service;
(f) not seek to enter into any transactions with Vendors where your first contact with the Vendor, or the company the Vendor represents, is through the Service, other than by using the Service; and
(g) not use the ‘Wippet’ name, logo or any other aspects of the Wippet brand for any purpose unless you have our express prior written consent.
10. Acceptable use restrictions
(a) not use the Service in any unlawful manner, for any unlawful purpose, to enter into any unlawful contracts or purchase or sell any unlawful or illegal goods or services, or in any manner inconsistent with these terms;
(b) not use the Service in a fraudulent or malicious manner, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Service or any operating system;
(c) not infringe our intellectual property rights or those of any third party in relation to your use of the Service;
(d) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service;
(e) not use the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(f) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service
12.1 All intellectual property rights in or arising out of or in connection with the Service will be owned by us. You have no intellectual property rights in, or to, the Service other than the right to use it in accordance with these terms.
12.2 From time to time, we may engage with you to discuss development and modifications to the Service. You acknowledge that you shall not own any intellectual property rights in any such developments or modifications, and to the extent you do own any you hereby assign to us all such intellectual property rights by way of present and future assignment.
12.3 In the case of business Buyers, you hereby grant us a non-exclusive licence to use any intellectual property rights relating to your products and business, for the purpose of providing the Service to you.
12.4 In the case of business Buyers, you hereby grant to us a non-exclusive licence to use any intellectual property rights subsisting in your brand, name and logo (including any registered trade marks) for the purposes of marketing and promoting the Service to third parties.
13. Ethical Product Reviews and Content
13.1 You shall not (and shall ensure that none of your employees, consultants, agents, officers, advisors or other parties connected to you or who provide services to you) post any reviews on the Service unless they are reviews of products or services that you have genuinely purchased through the Service.
13.2 You shall not instruct, coerce, pay or otherwise provide any incentive to any third party (including other Buyers or Vendors) to post any reviews on the Service.
13.3 If you provide any content to be posted on the Service, including blog posts, we shall be entitled to edit or remove such content at our absolute discretion.
13.4 We shall be entitled, at our absolute discretion, to remove any reviews or content from the Service if we consider them to not be genuine or ethical, or if we otherwise consider them to be offensive, obscene, defamatory, discriminatory, deceptive, bullying or otherwise inappropriate in our discretion.
(a) Data Protection Legislation means 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 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and
(b) UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
14.2 We will use any personal information you provide to us to:
(b) contact you in relation to the provision of the Service; and
14.4 We will provide you with sufficient information to allow you to track any products or services which you have ordered from a Vendor as part of a Transaction. You will be an independent controller of any personal data which is contained within such information and shall use it for the sole purpose of arranging and tracking the product or service being provided by the Vendor.
14.5 To the extent that you collect any personal data relating to Vendors from them, you will be an independent controller of such personal data.
14.6 You shall ensure that your collection and use of any personal data of which you are a controller is compliant with applicable laws (including the Data Protection Legislation), including by ensuring that you put appropriate notices and consents in place, and that you use such personal data in a compliant manner. For the purposes of the Data Protection Legislation, you will be controller.
15.2 Subject to clause 15.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for:
15.3 Subject to clause 15.1, our total liability to you arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £10,000.
15.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
16.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 16.2.
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under this Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 16; and
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or 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;
(d) you (being an individual) are the subject of a bankruptcy petition, application or order;
17.2 Upon termination of this Agreement for any reason you shall immediately pay to:
(a) us any and all sums which are due and payable to us; and
(b) Vendors any and all sums which are due and payable to Vendors.
17.3 Termination of this Contract shall not terminate or impact on any contracts entered into between you and any Vendors using the Service, including any Transactions.
17.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect. In particular, and without limitation, any payment owing to us on termination will still be payable to us.
18. Force Majeure
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Force Majeure Event).
19.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
19.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent:
(a) in the case of us, to email@example.com; and
(b) in the case of you, to the email address you supply to us at the point of sign-up to the Service, or at the point of order if you use the Service using guest check-out.
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this agreement your own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
(d) notify us (in writing) if you become aware of any breach of clause 20.1(a) or clause 20.1(b), or have reason to believe that you or any person associated with you has received a request or demand for any undue financial or other advantage;
(e) on our reasonable request, certify to us in writing signed by an officer of you, compliance with this clause 20 by you and all persons associated with you under clause 20.2. You shall provide such supporting evidence of compliance as we may reasonably request.
20.2 You shall ensure that any person associated with you who is manufacturing or otherwise involved in goods or services sold by you does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on you in this clause 20. You shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to us for any breach by such persons of any of the Relevant Terms.
20.3 For the purpose of this clause 20, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 20 a person associated with you includes any subcontractor of you.
20.4 In performing your obligations under the agreement, you shall:
(b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;
(e) maintain a complete set of records to trace the supply chain of any goods or services sold by you, and permit us and our third party representatives to inspect your premises, records, and to meet our personnel to audit your compliance with your obligations under this clause 20.
20.5 You represent and warrant that at the date of this Contract you have not been convicted of any offence involving slavery or human trafficking, nor have you been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
(a) your acceptance of the changes; or
(b) if you do not respond to accept or reject the proposed changes, the date falling 14 days after our written notice.
21.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
21.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.