YogaClicks Market – Seller Terms & Conditions
Terms & Conditions
1. ABOUT YOGACLICKS MARKET AND THESE TERMS
1.1 YogaClicks Market is an online marketplace facility that enables users to transact directly with each other to buy and sell items (“the Marketplace”). The Marketplace is accessed at URL www.yogaclicks.store (“the Site”).
1.2 The Marketplace is operated by YogaClicks Limited, a company registered in England and Wales with company number 08323662 whose registered office is 2nd Floor, 12 Upper King Street, Norwich NR3 1HA (“YogaClicks”, “we”, “us”, “our”). YogaClicks’ registered VAT number is [TBC].
1.3 By registering on and using the Site as a Seller (as defined at clause 2.1), you agree to and accept these Conditions (as defined at clause 2.1). We may amend, vary, delete or add to these Conditions from time to time. If we do amend them, we will notify you by way of e-mail correspondence (or some other method as we may decide from time to time).
1.4 These Conditions set out the ways in which Sellers must use and sell on the Marketplace and form a binding Contract (as defined in clause 2.1) between the parties. If you intend to participate in the Marketplace as a Seller, you must comply at all times with these Conditions. If you intend to participate in the Marketplace as a Buyer (as defined in clause 2.1), the Buyer Conditions will apply separately (as defined at clause 2.1).
2.1 The definitions and rules of interpretation in this clause apply to these Conditions.
Applicable Laws: any and all applicable laws, statutes, regulations, orders, policies, guidance, codes, by-laws, directives, regulatory notices of any regulatory or public body or authority of competent jurisdiction.
- Business Day: a day other than a Saturday, Sunday or public holiday on which the banks are open for business in London.
- Buyer: any person, firm or company who uses the Site and who purchases Products.
- Buyer Conditions: YogaClicks’ terms and conditions with Buyers, which are available at https://yogaclikcs.store/pages/terms-and-conditions.
- CMS: the content management system operated by YogaClicks for the management of the Listings and associated transactions.
- Commencement Date: shall have the meaning set out in clause 3.1.
- Commission Fee: the fee payable by the Seller to YogaClicks in accordance with these Conditions, as more particularly described at clause 10.
- Conditions: these terms and conditions as amended from time to time.
- Confidential Information: information in whatever form relating to the business, customers, clients, suppliers, operations, processes, know-how, trade secrets, designs, products, affairs or finances for the time being reasonably regarded as, and capable of being, confidential to either party.
- Contract: the contract between YogaClicks and the Seller subject to these Conditions.
- Documentation: any user guide, information or other relevant material provided by YogaClicks to prospective or existing Sellers (in any format whatsoever) relating to the Services.
- Exclusive Products: any goods that the Seller and YogaClicks agree in writing have been made exclusively for YogaClicks and clause 6.10 will apply accordingly.
- Fees: the Commission Fee and the Refund Fee, together with any other fees payable by the Seller to YogaClicks under these Conditions.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Listing: a particular web page on the Site on which an individual Product is displayed and the relevant information relating to that Product is provided and the term Listed shall be construed accordingly.
- Marketplace: shall have the meaning set out in clause 1.1.
- Order: the Buyer’s order for a Product placed on the Site though the CMS.
- Order Confirmation: shall have the meaning set out in clause 9.1.
- Product: the goods, service or information that is Listed by a Seller.
- Product Information: information, data or content provided by the Seller (in any format whatsoever) to YogaClicks about or in connection with the Product and its description, which shall include (without limitation) any images, specifications and/or recommended pricing relevant to the Product.
- Refund Fee: the fees payable by the Seller to YogaClicks in accordance with clause 10.
- Refund Policy: the refund policy that the Seller will have in place in respect of any Products sold on the Site, which shall be compliant with clause 12.
- Renewal Date: the 6 month anniversary of the Commencement Date (or such other period as agreed between the parties in writing) and each 12 month anniversary thereafter.
- Reviews: the reviews that the Buyer may upload to the Site in respect of a particular Product purchased from the Seller, which may include personal opinions about the Product and/or the Seller.
- Seller: any person, firm or company who sells Products through the Site.
- Services: the Site and other associated services provided by YogaClicks to the Seller in accordance with these Conditions.
- Site: shall have the meaning set out in clause 1.1.
- Term: a period of 6 months (unless another period has been agreed between the parties in writing) from the Commencement Date and subsequent 12 month period from the relevant Renewal Date.
- Users: any person, firm or company who accesses and uses the Site.
- Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- YogaClicks: shall have the meaning set out in clause 1.2.
2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.6 A reference to writing or written includes fax and e-mail.
2.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2.8 References to clauses are to the clauses of these Conditions.
2.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. THE CONTRACT
3.1 The Contract between the parties shall come into existence on the date that YogaClicks provides confirmation in writing to the Seller that the Product(s) are available for sale on the Site (“the Commencement Date”).
3.2 These Conditions apply to the Contract to the exclusion of any other terms that the Seller seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.3 You accept and acknowledge that YogaClicks has sole and absolute discretion over whether prospective Sellers are entitled to use the Services and/or the Site. YogaClicks shall be entitled at its sole discretion to refuse a prospective Seller from selling items on the Site for any reason whatsoever.
4. THE MARKETPLACE
4.1 The Marketplace is a platform to facilitate the offering and completion of transactions for Products between Sellers and Buyers.
4.2 In accordance with these Conditions, the Seller authorises and appoints YogaClicks as its commercial agent to facilitate and conclude the sale of Products by the Seller to the Buyer through the Site.
4.3 You acknowledge and agree that YogaClicks is not party to any contract of sale between the Seller and Buyer concluded through the Site. For the avoidance of doubt, any contract of sale concluded through the Site shall be directly between Seller and Buyer.
4.4 Any contract of sale between the Seller and Buyer for the Products which is concluded through the Site shall be governed by the Seller's conditions of sale (if any) as referred to in the Listing.
4.5 The responsibility for compliance and enforcement of all rights and obligations under the contract of sale between the Seller and the Buyer shall be between those parties.
4.6 You acknowledge and agree that YogaClicks does not and shall not own nor have possession of any of the Products on the Site, unless expressly stated otherwise.
4.7 YogaClicks does not and shall not make any warranty, guarantee, representation or otherwise in respect of the existence, quality, safety, compliance, legitimacy or legality of the Products that are Listed on the Site.
5. YOGACLICKS’ OBLIGATIONS
5.1 YogaClicks shall use its reasonable endeavours to:
- (a) provide the Services with reasonable care and skill;
- (b) make the Site available to the Users;
- (c) maintain and restore any faults in the Services and/or the Site as soon as reasonably practicable.
5.2 Notwithstanding clause 5.1, the Seller acknowledges and agrees that:
- (i) the transmission of information via the internet is not completely secure, and YogaClicks cannot guarantee that any communications by electronic means will reach their intended destination on time (or at all);
- (ii) there may be reasons beyond YogaClicks’ control which may adversely affect the provision of the Services and/or the Site from time to time; and
- (iii) YogaClicks or a third party appointed by it may from time to time be required to carry out maintenance on the Site. YogaClicks will use its reasonable endeavours to notify the Seller of any upcoming maintenance where possible, but if it must carry out emergency maintenance, it shall not be required to provide the Seller any notice of such maintenance in advance.
5.3 YogaClicks will facilitate the conclusion of the sale of Products between the Seller and the Buyer on the Site through its CMS and e-mail communication with the Seller and the Buyer (as applicable). Orders for the Products shall be processed in accordance with clause 9.
5.4 YogaClicks does not guarantee, warrant or represent to the Seller that the Seller will attain any minimum quantity of sales of the Products through the Site.
5.5 The Site permits Users to upload Reviews in respect of a particular Product or transaction. The Seller acknowledges that the Reviews are not inspected prior to publication, and YogaClicks shall not be liable for any loss or damage suffered as a result of or in connection with any Review including (without limitation) loss of profit or reputation.
5.6 YogaClicks reserves the right to amend, vary, add to or delete the Services and/or the Site (as the case may be) at any time. Any such amendment or variation shall be subject to these Conditions.
6. THE SELLER’S OBLIGATIONS
6.1 During the Term, the Seller hereby undertakes to:
- (a) provide YogaClicks with:
- (i) all necessary co-operation in relation to the Contract; and
- (ii) all necessary information as may be required by YogaClicks, in order to properly provide the Services;
- (b) establish and maintain internet access through the use of a suitable computer and modem or similar device;
- (c) ensure that any computer hardware and/or software used in connection with the Contract is properly equipped and functions with up-to-date software and up-to-date protection against Viruses;
- (d) ensure that any communication with or data transmitted to YogaClicks does not contain or transmit any Viruses, and is not:
- (i) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
- (ii) facilitating any illegal activity;
- (e) ensure all Product Information is true, accurate, current and complete. The Seller acknowledges that YogaClicks shall complete and upload the Listing based on the Product Information provided by the Seller and shall not be liable for any Product Information that is misleading, false, inaccurate, incomplete or otherwise.
6.2 The Seller shall not include on the Site or otherwise communicate to the Buyer:
- (a) any direct or indirect link or URL to other websites including the Seller’s own website;
- (b) its e-mail address;
- (c) its telephone or fax number;
- (d) its postal address; or
- (e) any other means or method by which the Buyer could directly or indirectly communicate with the Seller.
6.3 Unless the parties have agreed that the Product is to be sold as a one-off, single item, the Seller shall in relation to its stock of the Products undertake to:
- (a) promptly inform YogaClicks in writing if the levels of stock of any Product falls below 3 items (or as otherwise agreed between the parties from time to time) during the Term;
- (b) inform YogaClicks in writing immediately once the final piece of stock of any Product has been sold and will no longer be available;
- (c) in the event of clause 6.3(b), inform YogaClicks of the expected date of delivery of new stock of any such Product as soon as practicable.
6.4 If the Seller does not expect new stock of any Product to be delivered within two months of the final piece of stock of any Product being sold, YogaClicks shall be entitled (but not obliged) to remove such Product from the Site without notice.
6.5 In the event that the Buyer places an Order for a Product which is out of stock and the Seller has not notified YogaClicks in accordance with clause 6.3, the Seller will be charged the Refund Fee for any refund processed by YogaClicks in respect of that Product.
6.6 The Seller shall at all times comply with all Applicable Laws of the jurisdiction that the Seller is domiciled and the jurisdiction in which the Buyer is domiciled or the delivery destination is located (if different) in connection with this Contract. If the Seller is based outside of the UK, it must ensure that its terms and conditions at all times comply with the Applicable Laws in the UK relating to terms and conditions.
6.7 The Seller shall ensure that the Products comply with any applicable trading standards including (without limitation) in respect of the Product’s manufacture, packaging, marking, certification and delivery of the Products that it sells in the UK, the jurisdiction that the Seller is domiciled and the jurisdiction in which the Buyer is domiciled or the delivery destination is located (if different)
6.8 The Seller shall not sell any Products whose sale, distribution, import or export is prohibited or restricted by any Applicable Laws in the Seller’s country of domicile, the Buyer’s country of domicile or any other country where delivery takes place. The Seller and the Buyer shall be jointly liable for checking whether any restrictions apply to the Products and for any legal consequences.
6.9 The Seller acknowledges and agrees that the Site is a worldwide market platform, and that Buyers and/or the delivery destination may be located throughout the world. The Seller shall at all times be responsible for any VAT, sales tax, duties or similar charges levied by the Seller’s tax authority that may arise from or in connection with any transaction concluded through the Site. To the fullest extent permitted by law, YogaClicks shall not be liable for any such taxes, duties or charges in any circumstances. Sellers who are based in the European Union but who are not based in the UK shall account for VAT using the reverse charge mechanism.
6.10 Subject to these Conditions, and save for Exclusive Products, the Seller may sell the Products through its own website, via alternative retailers or at its own retail premises. For the avoidance of doubt, the Seller shall not sell the Exclusive Products on any website or at any place that is not the Site.
7.1 On or after the Commencement Date, the Seller may request in writing that YogaClicks uploads a Listing for a Product onto the Site (“Listing Request”). Any Listing Request must include the relevant Product Information (in accordance with clause 6.1(e)) together with applicable delivery charges and estimated delivery times, to enable YogaClicks to accurately describe, advertise and market the Product.
7.2 The Seller may send a Listing Request to YogaClicks, but YogaClicks will not have any obligation to upload the corresponding Listing onto the Site through its CMS (for any reason whatsoever). Whilst YogaClicks will consider any input from the Seller regarding the categorisation of the Product, YogaClicks shall have complete discretion to determine the way in which the Product is categorised on the Site.
7.3 YogaClicks reserves the right to reject a Listing Request or immediately remove any Listing at its sole discretion for any reason whatsoever by giving written notice to the Seller.
7.4 The Listing web pages in respect of the Seller’s Products shall include the brand and logo of the Seller, which shall be provided by the Seller to YogaClicks from time to time.
7.5 At any time after expiry of the initial Term, the Seller may request in writing that the Listing for a Product be removed from the Site providing that the Product has been Listed on the Site for at least 3 months. YogaClicks shall remove the Listing as soon as reasonably practicable, but shall not be liable for any delay in doing so.
8.1 The Seller’s Listing Request must set out the price to be charged for the Product. The price for the Product shall be shown on the Site in pounds sterling (£) as agreed between YogaClicks and the Seller. The price shall be fully inclusive of all taxes (including for the avoidance of doubt any VAT, sales tax or similar charges or levies), save for any delivery charges, which must be shown separately.
8.2 The Seller must ensure that any price for the Product set out in the Listing Request is no higher than the price that the Product is sold for on the Seller’s own website, or that it otherwise charges for the Product. In the event that the Seller wishes to vary the price for the Product on its own website or otherwise, the Seller shall notify YogaClicks prior to doing so in writing with details of the new price to enable the price on the Listing to be varied accordingly. For the avoidance of doubt, this clause shall apply to any sale or other such offer that the Seller is offering on its own website or otherwise.
8.3 The Listing will clearly show the price of the Product in pounds sterling (£), which shall have been agreed by the parties, together with any applicable delivery charges. YogaClicks will include a conversion of the Product price into US dollars ($) or Euro (€) on the Listing (as set by Shopify). The prices shown in £ on each Listing will be updated daily.
8.4 We may ask Sellers to participate in joint promotions or offers from time to time, in which cases we will agree the terms of that promotion or offer together.
8.5 Any change in a Seller’s Listing prices on YogaClicks that are not a match with the Seller’s own Listing prices will be agreed with the Seller in advance.
9.1 On receiving an Order from a Buyer, YogaClicks shall immediately notify the Seller by e-mail of the Order that is awaiting acceptance by the Seller (“Order Confirmation”).
9.2 The Seller shall within one business day of receipt of an Order Confirmation from YogaClicks confirm its acceptance or rejection of an Order for the Products and, if accepted, provide an estimated delivery date. The Seller shall use its best endeavours to accept each and every Order. In the event that the Seller fails to accept an order within one business day of an Order Confirmation, YogaClicks will send an e-mail to the Seller to notify that the Order is awaiting acceptance. If the Seller does not accept the Order within one business day of receipt of the follow-up e-mail, YogaClicks will cancel the Order.
9.3 Upon acceptance of the Order by the Seller, YogaClicks shall confirm in writing the acceptance to the Buyer together with the estimated delivery date. The Seller shall use its best endeavours to meet the estimated delivery date.
9.4 Following acceptance of an Order and confirmation from YogaClicks that the price has been paid by the Buyer, the Seller shall:
- (a) fulfil the Order as soon as reasonably practicable;
- (b) confirm to YogaClicks the time and method of dispatch (including any relevant tracking number);
- (c) dispatch the Order with packaging appropriate to the type and value of the Product and ensure that it is delivered to the Buyer in accordance with the timeframes confirmed to YogaClicks; and
- (d) notify YogaClicks promptly in writing at each of the following stages:
- (i) dispatch of an Order (including any relevant tracking number) with an expected delivery date;
- (ii) any enquiries relating to the Order;
- (iii) receipt of a Product that has been returned to the Seller; and
- (iv) processing the physical element of an exchange or refund.
9.5 The Seller shall be entitled to include its trade name and/or brand on any packaging that is sent with the dispatched Products. The Seller must include a YogaClicks-branded dispatch note with the delivery, which shall be provided by YogaClicks to the Seller from time to time. The Seller shall not include any promotional materials (including (without limitation) any discount vouchers or promotional codes) with any dispatched Products.
9.6 The Seller shall be liable for any dispatched Products that are lost, damaged or destroyable during the delivery process. YogaClicks recommends that the Seller delivers all Products via a tracked carriage or courier service.
9.7 The Seller shall not communicate directly with the Buyer unless otherwise expressly permitted by YogaClicks or set out in these Conditions
10.1 A Commission Fee will be payable by the Seller to YogaClicks in respect of the price paid for the Product by the Buyer through the Site in accordance with this clause.
10.2 The Commission Fee shall be calculated by reference to a percentage (%) of the price paid for the Product by the Buyer through the Site , such percentage to be agreed in writing between the parties prior to the Commencement Date. For the purposes of calculating the Commission Fee, the price of the Product shall exclude any delivery charges, or import or export duties.
10.3 In the event that the price paid for a Product sold through the Site is refunded to a Buyer by YogaClicks as a result of or in connection with the Seller’s failure to notify YogaClicks that the Product was out of stock (as set out in clause 6.3), the Seller shall pay the Refund Fee as an administration fee to YogaClicks.
10.4 Unless otherwise agreed between the parties in writing, the Refund Fee shall be 2.5 percent (%) of the total amount refunded to the Buyer by YogaClicks. The Refund Fee may be set-off or deducted from any monies owing by YogaClicks to the Seller. If there are insufficient such monies owing, the Seller shall pay the Refund Fee within 7 days of being notified by YogaClicks that it is due.
10.5 YogaClicks is registered for VAT and will charge VAT (or similar taxes or levies) on the Commission Fee and the Refund Fee (and any other fees due), which the Seller shall pay at the current rate.
10.6 The Seller shall not set-off, discount or otherwise withhold payment of the Fees payable under these Conditions.
10.7 Without prejudice to any other right or remedy available to YogaClicks, if any sum due from the Seller to YogaClicks under these Conditions is not paid on or before the date that it falls due, YogaClicks shall be entitled to:
- (a) cancel or suspend its performance of the Conditions or any Order, including suspending provision of the Services, until such time as payment is made. YogaClicks shall also be entitled to remove the Seller’s profile from its Site; and
- (b) charge interest on the overdue amount at the rate of 4% per annum above Barclay's Bank plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Seller shall pay the interest together with the overdue amount.
11.1 The Seller hereby appoints YogaClicks to act as its exclusive agent in respect of processing payments relating to the sale of Products by the Seller through the Site including (without limitation) accepting, refunding or accounting for such payments. The Seller acknowledges and agrees that any duties or obligations of an agent implied by law are expressly excluded, unless otherwise provided by these Conditions.
11.2 The Buyer shall make payment for the Product directly to YogaClicks (acting as commercial agent of the Seller). The Seller acknowledges and agrees that any obligation by the Buyer to make payment for the Product shall be satisfied upon full payment in cleared funds (including delivery charges or any other associated changes) to YogaClicks. The Buyer shall make payment to YogaClicks for the Product through the Site by the payment methods that may be stated on the Site, or as YogaClicks shall otherwise notify Buyers from time to time.
11.3 YogaClicks shall notify the Seller in writing upon receiving payment from the Buyer as soon as reasonably practicable, and in any event no later than one Business Day after receipt.
11.4 YogaClicks will issue to the Seller an invoice for commission monthly. This invoice will show the total amount that YogaClicks has received from sale transactions concluded through the Site for the Seller’s Products (if any) during the month, together with YogaClicks’ Fees for that period. For the purposes of this clause, a sale transaction is concluded once the Seller has confirmed to YogaClicks that it has dispatched the Order (in accordance with these Conditions) providing always that YogaClicks has actually received payment for the Product from the Buyer.
11.5 Subject to clause 11.9, YogaClicks will pay the Seller the amount set out in the invoice (11.4) within 14 days of the last day of the calendar month.
11.6 YogaClicks shall make such payment by debit card or by bank transfer into a bank account as may be nominated by the Seller for receipt of the payment monies from time to time. If the Seller’s bank details change, the Seller shall notify YogaClicks of such immediately and shall be liable to pay any fees incurred by YogaClicks which may arise from or in connection with the change.
11.7 Any payments made by YogaClicks to the Seller shall be in the domestic currency of the country or region where the Seller’s bank account is situated. The exchange rate applicable to any such payment shall be the market rate of exchange set by the relevant financial institution as at the date that payment is made to the Seller. Subject to clause 11.9, the Seller and YogaClicks shall split any bank conversion or processing fee on a 50/50 basis. YogaClicks will deduct or set-off the Seller’s share of any bank conversion or processing fee from the sums due to the Seller.
11.8 If the amount to be paid to the Seller set out in the statement of account is less than £100 (having applied the appropriate exchange rate), the amount will roll over into the following month, unless the Seller specifically requests payment in writing. In these circumstances, the Seller shall pay any bank conversion or processing fee which relates to the payment in full.
11.9 YogaClicks may at any time, without notice to the Seller, set off, withhold, counterclaim, discount or abate the Fees against or from any monies due to the Seller under this Contract.
12.1 Where a Buyer wishes to refund or return any Product sold to the Buyer through the Site, the Buyer shall contact YogaClicks using its online refund form which can be found at https//www.yogaclicks.store/pages/returns-cancellations. YogaClicks shall accordingly notify the Seller of the return or refund request together with the relevant Buyer’s contact details in writing as soon as reasonably practicable. Upon receipt of a return or refund request from YogaClicks, the Seller shall deal directly with the relevant Buyer through e-mail correspondence in order to arrange the return and/or refund in accordance with the Seller’s Refund Policy. Any delivery charges will not be refundable to the Buyer, unless the Product has been returned on the basis that it is defective, faulty or does not comply with any description or specification set out on the Listing.
12.2 The Seller warrants and represents that it has and will maintain a Refund Policy that is compliant with all Applicable Laws in the UK (including those matters set out at clause 12.6).
12.3 The Seller shall make available its Refund Policy to YogaClicks on or before the date that it sends its first Listing Request to enable YogaClicks to review the Refund Policy. For the avoidance of doubt, YogaClicks shall not be responsible for the compliance of the Refund Policy with the Applicable Laws in the UK.
12.4 In addition to the Seller’s Refund Policy, YogaClicks shall operate refund guidelines setting out the Products that are capable of being refunded, which shall be available at https//www.yogaclicks.store/pages/returns-cancellations.
12.5 The Seller must provide to YogaClicks a postal address to which any applicable Products can be returned, and acknowledges and agrees to YogaClicks providing such address directly to the Buyer who has made a return or refund request.
12.6 The Seller’s Refund Policy shall include the following terms and conditions:
- (i) the Seller shall provide Buyers with a 14 day period from receipt of a Product that is capable of being returned or refunded in which Buyers may cancel their Order and return the Product to the Seller to obtain a full refund (including, where applicable, delivery charges); and
- (ii) the Seller shall process the refund as soon as possible upon receiving a request and in any event, no later than 14 days of the date upon which it receives the returned Product from the Buyer or evidence that the Buyer has returned the Product (whichever is the earlier).
12.7 Any Commission Fee paid in respect of Products that are refunded will be repaid to the Seller less any applicable Refund Fee.
12.8 YogaClicks may make a refund payment for a Product to the Buyer on behalf of the Seller (as the Seller’s agent) if:
- (a) the Seller requests that YogaClicks processes the refund to a Buyer from monies owing to the Seller held by YogaClicks (or upon payment by the Seller to YogaClicks of the monies to be refunded together with the applicable Refund Fee);
- (b) in YogaClicks’ sole opinion the Seller has not acted in accordance with its Refund Policy or these Conditions or some other reason exists to lead YogaClicks to believe such. In this case, the Seller acknowledges and agrees that YogaClicks shall be reimbursed from monies of the Seller held by YogaClicks or the Seller shall be obliged to immediately reimburse YogaClicks for such refund. Any monies reimbursed to YogaClicks under this clause shall include the applicable Refund Fee; or
- (c) in accordance with clause 13.
13.1 In the event of a dispute with a Buyer regarding a Product, the Seller is obliged to respond to the Buyer’s complaint within 3 Business Days of being notified of the complaint by YogaClicks. The Seller shall use its best endeavours to resolve the dispute with the Buyer. The Seller shall communicate with the Buyer in the English language.
13.2 If a dispute cannot be resolved to the parties’ satisfaction within 8 Business Days of the Seller being notified of the Buyer’s complaint, YogaClicks will contact the Seller directly to determine whether the Seller has acted in accordance with its Refund Policy and these Conditions.
13.3 Any request for information made to the Seller under clause 13.2 must be responded to within 5 Business Days. If the Seller fails to respond, responds in a way that is (in YogaClicks’ opinion) unsatisfactory or responds in a way that supports the Buyer’s complaint, YogaClicks shall be entitled to refund to the Buyer the price paid for the Product in accordance with clause 12.8 and charge the Seller for the Refund Fee accordingly.
13.4 If the Seller has complied in full with its Refund Policy and these Conditions and the Product sold was compliant with the Listing, YogaClicks may reject the Buyer’s complaint.
13.5 If a Seller receives a high number of complaints from Buyers, YogaClicks is entitled (but not obliged) to suspend the Services or terminate the Contract.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 The Seller acknowledges and agrees that subject to clause 14.2, all Intellectual Property Rights in or arising out of or in connection with the Services, the Documentation and/or the Site shall be owned by YogaClicks.
14.2 YogaClicks hereby grants to the Seller a non-exclusive, non-transferable revocable and limited licence for the Term to use any Documentation for the sole purpose of using the Services. Save for this, nothing in these Conditions gives the Seller any licence or right to use the Intellectual Property Rights belonging to YogaClicks.
14.3 The Seller hereby grants to YogaClicks a non-exclusive irrevocable royalty free licence for the Term to use any photographs, images or text (including for the avoidance of doubt the Seller’s logo and/or brand name) provided as Product Information in connection with the Services.
14.4 The Seller warrants that:
- (a) it is the legal beneficial owner of all of the Intellectual Property Rights in and relating to the Products (which includes the data and information, including Product Information), photographs, images and text that it provides to YogaClicks, and/or that it possesses a valid licence to use any and all such Intellectual Property Rights;
- (b) the making of Products available for sale on the Site, and consequent use of the Seller’s Intellectual Property Rights by YogaClicks will not infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against YogaClicks by any third party arising in relation to the use of such Intellectual Property Rights;
- (c) all Products offered for sale by the Seller are not replica or design copies of any other brand, designer or manufacturer.
14.5 The Seller shall indemnify and hold YogaClicks harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of this clause 14 in respect of any claim or action that the normal operation, possession or use of those Intellectual Property Rights by YogaClicks infringes a third party's rights.
The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 16, until either party gives to the other party 3 months’ notice in writing to terminate, such notice to be given on or after the expiry of the initial Term. Unless terminated, the Contract will automatically renew on the Renewal Date for a period of 12 months.
Without affecting any other right or remedy available to it, YogaClicks may suspend the Services or terminate the Contract with immediate effect by giving written notice to the Seller if:
- (a) the Seller commits a material breach of these Conditions and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
- (b) the Seller repeatedly breaches any of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Conditions;
- (c) the Seller fails to pay any Fees due to YogaClicks within 10 days of the date that such fell due;
- (d) the Seller fails to put in place and/or maintain a Refund Policy that is compliant with all Applicable Laws in the UK;
- (e) the Seller receives a high number of complaints from Buyers;
- (f) the Seller is, in YogaClicks’ sole opinion, not suitable or eligible to be listed on its Site (for any reason whatsoever);
- (g) 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 an individual) 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;
- (h) 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;
- (i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Seller (being a company);
- (j) the Seller (being an individual) is the subject of a bankruptcy petition order;
- (k) 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 its assets and such attachment or process is not discharged within 14 days;
- (l) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Seller (being a company);
- (m) a floating charge holder over the assets of the Seller (being a company) has become entitled to appoint or has appointed an administrative receiver;
- (n) a person becomes entitled to appoint a receiver over the assets of the Seller or a receiver is appointed over the assets of such;
- (o) any event occurs, or proceeding is taken, with respect to the Seller in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16(g) to clause 16(n) (inclusive);
- (p) the Seller suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
- (q) the Seller (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
17. EFFECT OF EARLY TERMINATION
17.1 Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
17.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of YogaClicks that have accrued up to the date of termination, including the right to receive payment for the Fees or claim damages in respect of any breach which existed at or before the date of termination.
17.3 In the event that the Contract is terminated early, the Seller shall fully satisfy any outstanding Orders to Buyers in accordance with these Conditions.
18. INDEMNITIES AND INSURANCE
18.1 The Seller shall indemnify YogaClicks 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 YogaClicks arising out of or in connection with:
- (a) any breach of these Conditions by the Seller; or
- (b) any claim against YogaClicks arising out or in connection with any defect in the Seller’s Products or any failure by the Seller to comply with Applicable Laws.
18.2 During the Term (and for a period of six years after its expiry), the Seller shall maintain in force, with a reputable insurance company, appropriate insurance in respect of its business. The Seller shall, on YogaClicks’ request, produce both the insurance certificate giving details of the cover and the receipt for the current year's premium.
18.3 The provisions of this clause 18 shall survive termination of the Contract.
19.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 19.2.
19.2 Each party may disclose the other party's Confidential Information:
- (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 19; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19.3 No party shall use any other party's Confidential Information for any purpose other than to perform its obligations under the Contract.
20. DATA PROTECTION COMPLIANCE
To the extent that any data or information belonging to the Seller is personal data within the meaning of the Data Protection Act 1998 or equivalent legislation in the territory:
- (a) YogaClicks will use its reasonable endeavours to process such data and information in accordance with the Seller’s instructions;
- (b) YogaClicks will not transmit such data and information to a country or territory outside the European Economic Area without the Seller’s prior express written consent; and
- (c) YogaClicks will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the Seller as data controller.
21. LIMITATION OF LIABILITY
21.1 Nothing in these Conditions shall limit or exclude YogaClicks’ liability for:
- (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
- (b) fraud or fraudulent misrepresentation.
21.2 Subject to clause 21.1:
- (a) YogaClicks shall under no circumstances whatsoever be liable to the Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- (b) YogaClicks’ total liability to the Seller in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the Fees paid in the previous three months.
The Seller shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of YogaClicks (such consent not to be unreasonably withheld or delayed). YogaClicks may assign, transfer, mortgage, charge, declare a trust over or deal with this Contract or any part of it to or with any person.
23. NO PARTNERSHIP OR AGENCY
23.1 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party, save where expressly stated in these Conditions.
23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24. ENTIRE AGREEMENT
24.1 These Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
24.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
24.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement that is not set out in these Conditions.
24.4 Nothing in this clause shall limit or exclude any liability for fraud.
25. THIRD PARTY RIGHTS
No one other than a party to the Contract shall have any right to enforce any of its terms.
26.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
- (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
- (b) sent by fax to its main fax number; or
- (c) sent by e-mail to its main e-mail address from time to time.
26.2 Any notice shall be deemed to have been received:
- (a) if delivered by hand, on signature of a delivery receipt;
- (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
- (c) if sent by fax, at 9.00 am on the next Business Day after transmission.
- (d) if sent by e-mail, at the time of transmission.
26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
27. FORCE MAJEURE
YogaClicks shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations, including payment, if such delay or failure result from events, circumstances or causes beyond its control. YogaClicks may suspend or terminated the Conditions in whole or in part (without liability to the Seller) if it is prevent from or delayed in the carry on of its business and its obligations under the Conditions due to events, circumstances or causes beyond its control including (without limitation) acts of God, fire, flood, lightning, sever weather conditions, war, revolution, acts of terrorism, IT or internet failures, industrial dispute or any acts of government. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the event, circumstance or cause beyond its control prevents YogaClicks from performing its obligations under these Conditions for more than 60 days, either party may give notice in writing to the other to terminate the Contract without liability to the other.
28.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
28.2 If one party gives notice to the other of the possibility that any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
29. GOVERNING LAW AND JURISDICTION
29.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
29.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).