Shop Small Love Indie Limited – Our business-to-business terms
- These terms
1.1 What these terms cover. These are the terms that apply when you sign-up to participate as a trader in a virtual market place. These are our business-to-business terms and conditions.
1.2 Why you should read them. Please read these terms carefully before you sign-up to participate as a trader in a virtual market place or otherwise submit any order to us. These terms tell you who we are, how we will provide services to you, how you and we may change or end the agreement, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 This is our entire agreement with you. These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Information about us, how to contact us and the terms used in these terms
2.1 Who we are. We are Shop Small Love Indie Limited of 9 Bank Road, Kingswood, Bristol, United Kingdom, BS15 8LS (registered in England and Wales with company number 12815642).
2.2 How to contact us. You can contact us at firstname.lastname@example.org.
2.3 How we may contact you. If we have to contact you, we will do so by writing to you at the email address or postal address you provided to us.
2.4 “Directory” when used in these terms means a virtual market place hosted and run by us in which you may participate as a Member. The Directory is described in more detail on our website.
2.5 “Market” when used in these terms means a virtual market place hosted and run by us in which you may participate as a Stallholder. Markets are described in more detail on our website.
2.6 “Member” is a trader who is participating in the Directory.
2.7 “Stallholder” is a trader who is participating in a Market.
2.8 “Membership” when used in these terms means a collective of members who pay a recurring fee to utilise the benefits and services provided. Membership is described in more detail on our website.
2.9 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
- Our agreement with you
3.1 How we will accept your booking. Our acceptance of your request to participate as a Stallholder or Member, or any other order you place with us, will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your booking or order. If we are unable to accept your request or order, we will inform you of this in writing and we will not charge you. This might be because all the opportunities to become a Stallholder in the relevant Market, or Member in the Directory, have been taken by others, because of unexpected limits on our resources which we could not reasonably plan for or because the Market is not going ahead.
3.3 Your joining instructions. We will issue you with joining instructions for participation in the Market or Directory after payment is received.
- Participating as a Stallholder or Member
In this part of our agreement we have set out the rules and what our expectations are of you as a Stallholder at one of our Markets or a Member of our Directory.
4.1 The rules for your participation are as follows:
(a) you must be over 18 to be a Stallholder or Member;
(b) you must either be the designer or creator of the products that you are intending to sell at the Market or Directory. Stallholders or Members must have played a part in the design of the product;
(c) you acknowledge that your participation at the Market or Directory is not to the exclusion of others and that there may be other Stallholders or Members offering products and services very similar or in competition with those you are selling;
(d) all sales you make at the Market or Directory or as a result of your participation as a Stallholder or Member are your sales and not ours and so are subject to your own terms and conditions not ours. We take no responsibly for any sales you make or any disputes arising from them or the products you offer for sale.
(e) your products at the Market or Directory and otherwise advertised with us may include food and drink (including products which contain alcohol such as cakes) but may not be:
(i) alcoholic beverages;
(ii) counterfeit or otherwise be infringements of copyright, trademark or other intellectual property rights;
(iii) tobacco products;
(iv) controlled drugs;
(vi) products containing hazardous materials;
(vii) recalled items;
(viii) items which promote hate, illegal activity or violence;
(ix) items which are pornographic or ‘adult’ in nature;
(x) in breach of our acceptable use policy below; and
(xi) Illegal items.
(f) you must provide a Market only offer or discount code (amount or nature of offer or discount offered is a matter for you);
(g) you must promote the Market on social media, using the branded images we will supply to you along with the Stallholder instructions;
(h) you are responsible for compliance with the law and for any necessary regulatory compliance and certification for all of your products and advertising.
(i) you are responsible for all third-party consents and licences (including but not limited to the rights to use intellectual property) needed to advertise and promote yourself and your products on our website and to sell the products you are selling at the Market or Directory. As between you and us, you retain ownership of your intellectual property but you hereby grant us a licence to use the images and intellectual property you submit to us for the purposes that you submitted it to us, to include its use in advertising and promotion across our website and otherwise across whatever online platforms we decide to use;
(j) we will send you marketing templates for our intellectual property which you may use without amendment and only for the purpose of giving full effect to this agreement and the success of the Market. You have no right or licence otherwise to use our intellectual property unless we have given you specific and separate consent to do so and then you may only in accordance with the terms of that consent;
(k) we may offer to advertise social media live-streams (undertaken on a stallholder’s social media accounts) on the market website. Shop Small Love Indie Limited are not responsible for, neither do we endorse any content, posts or live-streams that are published on a stallholder’s social media accounts;
(l) you must not make any statements or representations, whether in writing or orally, that disparage or otherwise impair the reputation, goodwill or commercial interests of Shop Small Love Indie Limited or any other stallholders or members; and
(m) you must have all necessary insurances in place to cover your participation in the Market or Directory and your obligations in this agreement.
4.2 Our rights and obligations. We have the following rights and obligations:
(a) we may use third-party affiliates and third-party apps and services, such as Mailchimp to promote a Market, the Directory and our services generally;
(b) we make no promise nor offer any guarantee that you will make any sales through your participation in any Market or Directory or in otherwise advertising on our website;
(c) unless we cancel the Market and do not offer you a reasonable substitute any fee paid by you in advance will be refunded provided we are notified 16 days or more in advance of the Market but if 16 days or less notice is given then no refund will be given; and
(d) whilst we will use our reasonable endeavours to ensure everything runs smoothly, we are not responsible if there is a failure of the Market or any Market preview or similar event as this could be due to a website hosting fault or other circumstance which we have no control over but a replacement Market date will be given if this occurs for 8 hours or more.
4.3 Cut-off before Market day. As part of the joining instructions, you will be given a cut-off date to submit your virtual stall content. After the cut-off date, you will not be able to make any changes to your stall and other content and materials. You are responsible for checking the links you submit are working and that all of your submission is correct. You must achieve the cut-off date because if you miss it and have not made any submission, you will not be able to take part in the Market and no refund will be issued.
4.4 Indemnity. You will indemnify us in full in respect of any costs, losses, penalties, liability, damages, expenses and legal costs on a full indemnity basis that we suffer or incur as a result your failure to comply with your obligations in this agreement or which otherwise arise as result of your participation in a Market or the Directory or your advertising on our website (including without limitation from or actual or alleged infringement of a third party’s intellectual property rights).
- Your rights to make changes
If you wish to change which Market you are participating in then please contact us. You acknowledge that ensuring market participation and having a range of Stallholders is vital to the success of a Market. As such it will be up to us to decide if the change you have requested is possible and we will let you know as soon as possible. If it is possible, we will let you know about any changes to the price and anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
- Our rights to make changes
6.1 Minor changes to the Market, Directory and our website. We may make minor changes to the Market and/or Directory and/ or our website to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect your participation in the Market and/or Directory or you advertising or marketing on our website.
6.2 More significant changes to the Market, Directory and our website or these terms. We will always try to avoid making significant changes to a Market, Directory, our website or these terms but occasionally it may be necessary, in which case we will give you as much notice as is reasonably possible. Your continued use of our services and participation in the Market and/or Directory will amount to your acceptance of those changes.
6.3 Updates to digital content. We may update or require you to update digital content you have provided.
- Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site (this includes the Stallholder/Member log in area), you must comply with the content standards set out in our Acceptable Use Policy below.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload below.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy below.
You are solely responsible for securing and backing up your content.
- Acceptable Use Policy
You may only use our site in a manner that is lawful and that complies with the provisions of this clause. Specifically:
• you must ensure that you comply fully with any and all applicable local, national, and international laws and/or regulations;
• you must not use our site in any way, or for any purpose, that is unlawful or fraudulent;
• you must not use our site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
• you must not use our site in any way, or for any purpose, that is intended to harm any person or persons in any way.
When using our site, you must not post, communicate or otherwise do anything that:
• is sexually explicit;
• is obscene, deliberately offensive, hateful, or otherwise inflammatory;
• promotes hate, violence or terrorism;
• promotes, assists in, or constitutes any form of unlawful activity;
• discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
• is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
• is calculated or otherwise likely to deceive (including any unsubstantiated or unsupportable claims or comparisons concerning the subject matter of the post or comment);
• is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
• misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this clause);
• implies any form of affiliation with us where none exists;
• infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or
• is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
We reserve the right to suspend or terminate your account and/or your access to our site if you materially breach the provisions of this clause or any of the other provisions of these terms and conditions. Specifically, we may take one or more of the following actions:
• suspend, whether temporarily or permanently, your account and/or your right to access our site;
• remove any post or comment posted by you which violates this Acceptable Use Policy;
• issue you with a written warning;
• take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
• take further legal action against you as appropriate;
• disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
• any other actions which We deem reasonably appropriate (and lawful).
We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of these terms and conditions.
- Rights you are giving us to use material you upload
When you upload or post content to our site (this includes the Stallholder/Member log in area), you grant us the following rights to use that content for a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the site or the service.
- Providing the Market and Directory
10.1 Matters beyond our control. You acknowledge that we rely on networks and third parties to host our Markets, Directory and our website and other systems. We are not responsible for delays outside our control. If a Market, Directory or other service we provide is disrupted, delayed or cannot go-ahead because of an event outside our control we will take all reasonable steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
10.2 Reasons we may suspend. We may have to suspend our Markets, Directory and our website and other systems to:
(a) deal with technical problems or make minor technical changes;
(b) remove any inappropriate content such as racism, discrimination, hate speech or inciting violence; or
(c) update the other products to reflect changes in relevant laws and regulatory requirements.
10.3 Your rights if we suspend. We will contact you in advance to tell you we will be suspending any part of what we provide, unless the problem is urgent or an emergency. If we have to suspend a Market after it has started for longer than 8 hours, we will provide a future free Market entry or a refund. If we suspend prior to the Market commencing, you will be offered an alternative Market product to be advertised or a refund. If we suspend a product from the Directory, we will contact you within 24 hours and seek your replacement product to be advertised.
10.4 We may also suspend your participation and rights if you do not pay. If you do not pay us for the Market or Directory, we may suspend your entry into a Market or Directory until you have paid us the outstanding amounts. We will contact you to tell you we are suspending you and we will not suspend you where you are genuinely disputing the unpaid invoice (see clause 15.4). As well as suspending the entry into a Market or Directory we can also charge you interest on your overdue payments (see clause 15.3).
- Your rights to end the agreement
11.1 You can always end your agreement with us. Your rights when you end the agreement will depend on what we are doing for you, whether there is anything wrong with it, how we are performing, when you decide to end the agreement:
(a) If something is misdescribed by us you may have a legal right to end the agreement (or a service re-performed or to get some or all of your money back);
(b) If you want to end the agreement because of something we have done or have told you we are going to do, see clause 11.2 ;
(c) In all other cases (if we are not at fault), see clause 11.3 .
11.2 Ending the agreement because of something we have done or are going to do. If you are ending the agreement for a reason set out at (a) to (d) below the agreement will end immediately and we will refund you in full for any Market which have not taken place, or on a pro-rata basis for any time left in the Directory and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the Market, Directory or these terms which you do not agree to (see clause 6.2);
(b) there is a risk that the Market may be significantly delayed because of events outside our control;
(c) we have suspended the Market for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 8 hours; or
(d) you have a legal right to end the agreement because of something we have done wrong.
11.3 Ending the agreement where we are not at fault. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the agreement in these circumstances, just contact us to let us know. The agreement will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for a Market which you will not participate in. For example, if you tell us you want to end the agreement on 4 February we will continue to supply the product until 3 March. We will only charge you for supplying the product up to 3 March and will refund any sums you have paid in advance for the supply of the product after 3 March.
- How to end the agreement with us
12.1 Tell us you want to end the agreement. To end the agreement with us, please let us know by doing one of the following:
(a) Email. Email us at email@example.com. Please provide your name, address, details of the order and, where available, your phone number and email address.
(b) By post. Write to us at 9 Bank Road, Kingswood, Bristol, BS15 8LS, including details of what you bought, when you ordered or received it and your name and address.
12.2 How we will refund you. If you are entitled to a refund under these terms, we will refund you the price you paid for the Market or Directory, by the method you used for payment.
12.3 When your refund will be made. We will make any refunds due to you as soon as possible.
- Our rights to end the agreement
13.1 We may end the agreement if you break it. We may end the agreement at any time by writing to you if:
(a) you do not make any payment to us when it is due;
(b) you commit a material breach of this agreement which, if capable of remedy is not remedied within five 5 business days of being notified of the breach in relation to the Directory.
You must compensate us if you break the agreement. If we end the agreement in the situations set out in clause 13.1 we will refund any money you have paid in advance for a Market or Directory that has not yet taken place in accordance with our refund policy and otherwise for a Market or Directory we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the agreement, as compensation for the net costs we will incur as a result of your breaking the agreement.
- If there is a problem
How to tell us about problems. If you have any questions or complaints, please contact us. You can email at firstname.lastname@example.org.
- Price and payment
15.1 Where to find the price for the Market or Directory. The price (and any applicable VAT) for participation as a Stallholder in a Market or Member in the Directory will be the price indicated on the website and confirmed on the invoice.
15.2 Our right of set-off. you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
15.3 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
15.4 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
- Our responsibility for loss or damage suffered by you
16.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
16.2 All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
16.3 Subject to clause 16.1:
(a) we shall not be liable to you, 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 any agreement between us; and
(b) our total liability to you for all other losses arising under or in connection with any agreement between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £5,000.
- How we may use your personal information
- Other important terms
18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. You need our consent to transfer your rights to someone else.
18.2 Nobody else has any rights under this agreement. This agreement is between you and us. Unless these terms say otherwise, no other person shall have any rights to enforce any of its terms.
18.3 If a court finds part of this agreement illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.4 Even if we delay in enforcing this agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
18.5 Which laws apply to this agreement and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with an agreement between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
18.6 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.1 For membership tiers which include being part of the Directory, this allows Members to have a showcase on the website in between live markets. The Directory will not be active 4 hours before a live market event, during the live market event and up to 4 hours after live market event.
19.2 The Company reserves the right to approve all new uploads and any future changes to a Member’s Directory entry. This approval process may take up to 16 days.
19.3 The membership benefits are detailed in the sign-up information.
19.4 Certain tiers of membership will receive 48-hour priority access to new market dates when they are released. We will reserve stalls on a first come, first served basis (subject to Market and Category capacity limits, which the Company reserves the right to change at any time at its discretion) before stall requests from others are considered, for those Members who respond within 48 hours of receiving the priority access email. Requests outside of the 48-hour priority period are subject to availability. Markets are charged in the normal way and are still only secured with payment by the due date.
19.5 Specified market events will be allocated to certain tiers of membership as a benefit of that membership tier.
19.6 The specified market event dates within a membership tier are stated on sign up and cannot be swapped or transferred by the Member. We reserve the right to change the specified dates.
19.7 Membership involves an upfront payment or a recurring payment and is non-refundable.
19.8 The Company reserves the right to change the membership benefits at any time without notice.
19.9 The Company reserves the right to increase membership costs at any time (across all tiers or individual tiers). A month’s notice by email would be given for any price increases.
19.10 The Company reserves the right to cancel a membership immediately if an upfront payment or a recurring payment is not made by the due or scheduled date for payment.
19.11 The Company reserves the right to cancel a membership and terminate services at any time.
19.12 The Company reserves the right to immediately remove a Member’s details from the website if they contravene our terms and no refund will be given.
19.13 Membership cannot be transferred.
19.14 Membership log in details should not be shared. Any Member found sharing log in details will be removed from the membership scheme.
19.15 Members must be over 18.
19.16 Members can cancel their membership at any time up to 5 days before their next renewal. Benefits will be terminated upon renewal date.
19.17 With Member benefits that include additional advertising e.g. via social media, blog posts or newsletters, where information is sought from members with a set time/deadline, if information is not received by the deadline, the advertising will not go ahead and cannot be transferred or swapped to a different date.