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 business as a Vendor (including any use by your employees, officers, contractors, subcontractors, representatives and advisers (Representatives)), along with the Subscription Terms agreed at the point you agree to use the Service (these Terms and the Subscription Terms, 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 Subscription Terms apply to these Terms.
3. The Service
3.2 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.
3.3 In order to use the Service, you must complete the supplier information management system (SIM) sign-up and must provide all information that we may request through the SIM.
3.4 In addition, in order to use the Service you must:
(a) create a business 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;
(d) have an accepted bank account which you link to the Service;
(e) create a Stripe account using the Stripe Connect service to receive and make payments from and to us, and at all times comply with any and all terms and conditions imposed on you by Stripe; and
(f) 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
3.6 You can use the Service to process payment for products, which will be processed and carried out in accordance with clause 5 below.
3.7 You can use the Service to contact Buyers for the purposes of processing sales and delivery.
3.8 You will be able to, and will be responsible for:
(a) setting the price for your products, including any additional fees for delivery, insurance or other costs; and
(b) uploading and maintaining your catalogue of products, including product imagery, in line with a template provided by us to you,
and you accept and acknowledge that if you upload an incorrect price for any products then you shall be bound by any contracts which are concluded at that price, and that we do not have any responsibility for the accuracy of the same.
3.9 We will use reasonable endeavours to ensure that the Service is available for not less than 96% of the time during each calendar month, other than where any downtime relates to:
(a) any impact caused by or arising in connection with your acts or omissions, or the acts or omissions of other users or other third parties accessing the Service;
(b) internet connectivity or issues caused by or arising in connection with any third-party systems or software;
(c) scheduled maintenance; and/or
(d) factors which are outside of our reasonable control including technical malfunctions of equipment, services or infrastructure (e.g. telecommunications connectivity, network congestion or delays.
3.10 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 with 7 days’ notice to you where it is under routine or planned maintenance;
(b) updates, upgrades or other development activity, with 7 days’ notice to you where it is under routine or planned maintenance; 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; or
(b) 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.
3.12 We reserve the right to change or modify the Service at any time, provided that the change shall not materially adversely change the functionality of the Service.
3.13 We may share your profile and company information with Buyers, including for the purposes of allowing them to view your products, your company details and track 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 Buyer (Transactions). We will have no liability, to either you or the Buyer, for any liabilities or obligations in relation to such Transactions.
4.2 You acknowledge that you are entering into a Transaction with the Buyer and we accept no responsibility for any acts or omissions of any Buyer with whom you enter into a Transaction, including any failure by the Buyer to pay for products in accordance with any terms agreed between you and the Buyer.
(a) your terms and conditions are compliant with all applicable laws (including, where applicable, any consumer legislation);
(b) you comply with all statutory requirements around the provision of information to Buyers, including your obligations to advise Buyers purchasing as a consumer of their consumer rights at the point of sale;
(c) your terms and conditions do not purport or indicate that the Buyer’s contract for the purchase of products is being entered into with us; and
(d) your terms and conditions are provided to us in pdf format (or such other format as we reasonably require from time to time) and are incorporated and published on the Product Description Page on the Service for each product sold by you through the Service.
4.4 You shall be responsible to the Buyer, and we shall have no liability to you, for any failure by you to comply with clause 4.3 above.
4.5 You shall ensure that all products that you sell to Buyers:
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the products.
4.6 In relation to delivery of the products, you shall ensure that:
(a) you comply with any delivery dates and other delivery terms agreed between you and the Buyer:
(c) each delivery of the products is accompanied by a delivery note which shows the date of the Buyer’s order, the order number (if any), the type and quantity of the products, special storage instructions (if any) and, if the products are being delivered by instalments, the outstanding balance of products remaining to be delivered.
4.7 If you enter into a Transaction, you shall provide the Buyer with a receipt for delivery of the products.
4.8 Subject to clause 4.9, 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 Transactions (including refund requests), including, without limitation, in relation to any claim brought by a Buyer against us in relation to the same.
(a) in relation to any matter which relates to a product liability claim, £1million per event; and
(b) in relation to any other type of claim, 150% of the total Transaction value per event.
5.1 We accept no liability for any failure by a Buyer to make a payment to Wippet in relation to a Transaction.
5.2 All payments for products and services purchased by the Buyer from you shall be processed by us through the Service in accordance with this clause 5.
5.3 You shall pay to us:
(a) a commission in relation to each Transaction entered into by you, which shall be at the Commission Rate set out in the Subscription Terms (Commission); and
(b) the Subscription Payment as set out in the Subscription Terms.
5.4 Unless agreed otherwise, Commission shall be calculated on the total price charged by you for products, including delivery charges and VAT or other applicable sales taxes.
5.5 All commission charges payable by you shall be deducted by us before payment is made to you in accordance with 5.2
5.6 The Buyer shall make payment of the total sum agreed between you and them through the Service. Such payment shall be made to our Stripe client money account (Stripe Client Account) by the Buyer in accordance with any payment terms agreed between you and them. Where the payment terms provide for future payment, we will arrange a BACS direct debit instruction from the Buyer’s bank account to the Stripe Client Account in line with the agreed payment terms.
5.7 We shall be entitled to transfer all Commissions out of the Stripe Client Account into our own bank account immediately on receipt of payment by the Buyer. If the Buyer has been granted credit terms by you and fails to make payment on the due date, we reserve the right to charge you the Commission, and if so the Commission shall be payable by you immediately on the date on which the Buyer’s payment was due.
5.8 We will pay the balance of the price paid less any Commission (Balance) to your own Stripe account on confirmation from you that the products have been dispatched for delivery to the Buyer or at such other time as determined by any credit terms granted by you to the Buyer or as is agreed in writing between us and you.
If you become aware that we have made a Balance payment to you which is greater than the correct amount, you shall notify us immediately and promptly refund to us the amount of such overpayment.
5.9 A Buyer may request a refund or a partial refund from you in relation to any Transaction through the Service. It shall be your sole responsibility to approve or reject any refund requests, and to pay any correctly requested refunds, and you shall do so in good faith and in accordance with your terms and conditions of sale and any applicable laws (including consumer Buyers’ right to cancel within a cooling off period). We accept no liability to either you or the Buyer in relation to the same.
5.10 If you confirm that a refund request is approved, and:
(a) the Buyer has not yet made payment, we will cancel the future payment request or reduce the future payment order by a sum equivalent to the amount of the partial refund;
(b) the Buyer has made payment to the Stripe Client Account, but the Balance has not yet been paid to you, we will automatically refund all or part of the payment made to the Buyer; or
(c) the Buyer has made payment to the Stripe Client Account, and the Balance has been paid to you, you shall arrange to pay the refund to us within 5 working days, after which we will pay the refund to the Buyer as soon as reasonably practicable. For the purposes of this clause, a working day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
5.11 Notwithstanding the parties’ ability to vary the Commission Rate at any time by mutual written agreement, we reserve the right to increase the Commission Rate and/or the Subscription Payment on an annual basis with effect from each anniversary of the Commencement Date, provided that we will give you not less than four weeks’ notice of any such increase and such percentage increase shall not be greater than the total percentage increase in the Retail Prices Index over the immediately preceding 12 months.
5.12 Subject to an increase in accordance with clause 5.11 above, no variation, waiver, discount or other amendment to the Commission or Subscription Payment will be valid unless made in writing and signed by both parties. For the purposes of this clause 5.12 only, writing does not include email.
5.13 Where VAT or other sales tax is payable in respect of some or all of the Service (including Commission and the Subscription Payment) you must pay us such additional amounts in respect of VAT or other sales tax, at the applicable rate.
5.14 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.
5.15 If you fail to make a payment under this Contract by the due date, then, without limiting our remedies under clause 17 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.14 will accrue each day at 6% a year above the Bank of England's base rate from time to time, but at 6% a year for any period when that base rate is below 0%.
6. Your Responsibilities
(a) use the Service at all times in accordance with these Terms and the Subscription 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, registered office 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;
(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; and
(e) include a text URL link to wippet.com and the Wippet roundel in the footer of your company website homepage. The URL link must be a ‘Follow’ link and not a ‘NoFollow’ link.
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 sold by you, and may not link your Service profile to, or use the Service in relation to, any goods or services sold 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 Buyers with whom the initial contact in relation to a transaction with that Buyer is through the Service, other than by using the Service;
(f) not seek to enter into any transactions with Buyers where your first contact with the Buyer, or the company the Buyer 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) only use the Service in the capacity of operating your business, and not for any personal use;
(b) 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;
(c) 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;
(d) not infringe our intellectual property rights or those of any third party in relation to your use of the Service;
(e) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service;
(f) 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
(g) 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 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.
12.3 You hereby grant to use 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, whether of your own products and services or those of third parties.
13.2 You shall not instruct, coerce, pay or otherwise provide any incentive to any third party (including Buyers) to post any reviews on the Service, whether of your own products and services or those of third parties.
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 deliver any products or services which you have agreed to provide to a Buyer 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 delivering the product or service in question to the Buyer.
14.5 To the extent that you collect any personal data relating to Buyers 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 the greater of £10,000 or 150% of the total Commission and Subscription Payments paid under this Contract in the immediately preceding 12 month period.
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;
17.2 Upon termination of this Agreement for any reason you shall immediately pay to us any and all sums which are due and payable to us, whether for Commission, Subscription Payments or otherwise.
17.3 If we terminate this Contract during the Initial Term pursuant to clause 17.1, you shall be obliged to make payment of all Subscription Payments that would have been payable if the Contract had continued for the duration of the Initial Term, and such sums shall become immediately due and payable on the date of termination.
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 to the email address specified on the Subscription Terms.
(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 sold by you in connection with this agreement 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 sold through the Service, 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.