These terms and conditions (the “Terms and Conditions”) apply between you (the “Seller”) and Zentuals Collective Limited trading as Zentuals Collective (“ZL”) in connection with the provision of the Services (as hereinafter defined) by ZL to you. Please read these Terms and Conditions carefully before agreeing to them.
2.Definitions and interpretation
In these Terms and Conditions, the following words shall have the following meanings:
- “ZC” means Zentuals Collective Limited (a company incorporated and registered in England and Wales with company number 13245899 whose registered office is at Flat 5, 2 Wellington Square, London, N1 0GF United Kingdom, trading as Zentuals Collective;
- “Agreement” means the form of Agreement which must be signed by a prospective Seller as a part of the application process;
- “Charges” means the Commission Fee;
- “CMS” means if and when applicable, any content management system provided by ZC to each Seller for management of its Storefront and associated transactions;
- “Commission Fee” which shall include VAT thereon has the meaning ascribed to it in clause 12.B of these Terms and Conditions;
- “Confidential Information” means any confidential information disclosed by either party to the other pursuant to, or in connection with these Terms and Conditions (whether orally or in writing and whether or not such information is expressly stated to be confidential), other than information which is already in the public domain (other than through a breach of these Terms and Conditions or other obligation of confidentiality), was lawfully in the possession of the recipient before the disclosure under the Terms and Conditions took place or is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction;
- “Customer” means a person(s), firm or company who is invited to enter into or enters into any transaction to purchase Products from the Seller through the Site;
- “Documentation” means any user guide, information or other material provided by ZC to prospective or existing Sellers, in hard copy or electronic form, relating to the Services;
- “Force Majeure” means circumstances beyond the reasonable control of a party, including acts of God, epidemic, pandemic, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions);
- “Intellectual Property Rights” means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any copyright, database, trade mark, service mark, design, patents, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;
- “Policies” means any policy (including any guides relating to content and style) which may be notified and made available to the Seller by ZC from time to time;
- “Products” means the goods that the Seller wish to promote and sell through the Site; “Product Information” means the information on the Products provided to ZC by the Seller;
- “Product Page” means the relevant web page on the Seller’s Storefront on which an individual Product is displayed and the relevant information relating to that Product is provided;
- “Product Photographs” means the photographic images of the Product(s) provided to ZC by the Seller for display on its Storefront which meet the photography guidelines (communicated to the Seller by ZC from time to time), which ZC has approved as being suitable for display on the Storefront and which ZC has Agreed to display on the Storefront.
- “Returns & Refunds Procedures” means the returns and refund procedures as displayed on the Website from time to time;
- “Seller” means a person whose application to the Website has been accepted by ZC, and who sells its Products through the Site;
- “Seller Information” means information, data or content provided by the Seller in any form or medium, uploaded to the Seller’s Storefront or given by the Seller to ZC for promotional purposes;
- “Services” means the Site and other services provided by ZC, as further described in these Terms and Conditions
- “Site” means the online marketplace provided by ZC through the Website to facilitate the promotion and sale of Sellers’ Products
- “Software” means any software installed by or on behalf of ZC that permits Sellers to access and trade through the Site;
- “Storefront” means an area of the Site designated to the Seller by ZC for the promotion of the Seller and its Products;
- “Term” means a period of twenty four (24) months unless other term agreed by the Seller and ZC separately;
- “Terms and Conditions” means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Terms and Conditions;
- “VAT” means value added, sales or services tax, or any similar tax imposed in any jurisdiction;
- “Virus” means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;
- “Website” means www.zentualscollective.co.uk or such other worldwide web address that ZC in its sole discretion selects as a replacement; and
- “Working Day” means any day other than a Saturday or Sunday on which banks are open for business in London.
The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of these Terms and Conditions. Words expressed in the singular shall include the plural and vice versa. Words importing one gender include all other genders. References to a person include an individual, company, corporation, firm or partnership.
References to any statute or statutory provision shall include:
- (i) Any subordinate legislation made under it;
- (ii) Any provision which it has modified or re-enacted (whether with or without modification); and
- (iii) Any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
All references in these Terms and Conditions to clauses are to the clauses in these Terms and Conditions unless otherwise stated
References to the words “include“, “includes“, “including“, “in particular” or any similar words do not limit the words preceding or following.
Any amendment to these Terms and Conditions shall be effective if signed by both parties.
4. Term and termination
- The Term of these Terms and Conditions shall commence after the Seller and ZC have signed the relevant
- Without prejudice to the right to terminate the Terms and Conditions in accordance with clause c, the Terms and Conditions shall continue in force for the Term unless terminated earlier by either party notifying the other in writing of its intention to terminate. Thirty (30) days following receipt of such notification the Terms and Conditions shall terminate in which event the provisions of clause 4.d shall apply upon termination.
- ZC may immediately suspend provision of the Services or terminate the Terms and Conditions without liability to ZC by notifying the Seller in writing if:
- The Seller commits a material breach of the Terms and Conditions and, if capable of remedy, fails to remedy the breach within fourteen (14) days of a written notice to do so; or
- The Seller is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Seller.
- Notwithstanding any such termination or suspension in accordance with the foregoing clause:
- Each party shall pay the other all Charges due up to and including the date of suspension or termination; and
- Termination of these Terms and Conditions shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force after such
5. The services
(a) ZC provides a platform to enable Sellers who comply with these Terms and Conditions, to offer and sell their Products directly to Customers. In doing so, the Seller authorises and appoints ZC as its commercial Agent to directly negotiate and/or conclude the sale and/or purchase of Products between the Seller and Customers via the Services and ZC accepts this appointment on the terms of these Terms and Conditions. The Seller acknowledges that:
- (i) Any contract to sell and buy Products is made only between the Seller and Customer concerned and ZC is not a party to any such contract;
- (ii) Products offered for sale through the Website are neither owned nor come into the possession of ZC at any time;
- (iii) the Seller is solely liable for any refund, shipping, customer support and other arrangements and activities with respect its business and/or the Products and/or
(b)Following commencement of the Term, ZC will:
- (i)Provide the Services for the Term with reasonable skill and care; and
- (ii) Use reasonable endeavours to restore any faults in the Services as soon as reasonably
The Seller acknowledges that the transmission of information via electronic means is not completely secure, there is always a risk that communications may not reach their intended destination, or may do so later than intended, for reasons outside ZC control, and that the Services may not be provided entirely free of fault at all times.
(c) ZC reserves the right to revise or alter the Services at any Any variation in the Services will be subject to the Terms and Conditions.
6. Seller’s obligation
(a) The Seller hereby undertakes to:
- (i) Establish and maintain access to the World Wide Web at its own cost, through use of a computer and modem or other access device;
- (ii) Ensure that at all times all computer hardware and software it uses to access and inter-operate with the Site is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and
- (iii) Ensure that information supplied electronically to ZC and to the Website is submitted free from Viruses;
- (iv) ZC has no responsibility for the provision, support and maintenance of any of the Seller’s hardware or software used to provide the Seller with access to the internet or the Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the
(a) The Seller:
- (i) Is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Services and access to the Storefront (which responsibility shall include the obligation to change passwords on a regular basis);
- (ii) Shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
- (iii) Shall inform ZC immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;
- (iv) Shall inform ZC immediately if the Seller forgets or loses a password and must satisfy such security checks as ZC may operate in order to obtain a new password; and
(b) ZC reserves the right:
- To suspend access to the Services if at any time ZC considers that there is or is likely to be a breach of security, in which event ZC will notify the Seller of the suspension and any steps to be taken by it as soon as reasonably practicable; and
- To require the Seller to change any passwords used by the Seller in connection with the provision of the Services and access to the Storefront in which event ZC will notify the Seller of the requirement to change passwords and any further steps to be taken by the Seller as soon as reasonably
C. Website and Storefronts
(a) Subject to these Terms and Conditions, in particular clause 11, ZC has discretion as to the content, appearance and feel of the Website (including all Storefronts and their content) as well as to the inclusion, positioning, location and all other presentation of Seller Information (including the right to remove any Seller Information or any Product from the Website).
(b) ZC shall use its reasonable endeavours, within thirty (30) days following the commencement of these Terms and Conditions, to upload Product Photographs, Product Information and Seller Information on the Website for the Term, subject to the Seller providing ZC with the same.
(c) The Seller shall ensure that the content provided for uploading to the Seller’s Storefront is of a high standard of presentation and accords with any applicable guidelines notified to it from time to time by ZC, including in relation to the form and content of copy and Product
(d) Any failure to provide a suitably high standard of content and of Product imagery for Product Page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. ZC reserves the right, in its sole discretion, to de-activate the Seller’s Storefront until standards have been
D. Seller and Product Information
(a) The Seller shall ensure that all Seller Information provided about itself and its Products is and remains true, accurate, current and complete and shall notify ZC well in advance of any contemplated or prospect material changes to price, shipping or return/refund policy relating to any Seller’s Product;
(b) Without prejudice to the Seller’s obligation to comply with any Policies, the Seller undertakes and agrees that none of its Seller Information nor any of its activities or use of the Website (including its use of its Storefront), will:
- (i) Be false, inaccurate or misleading;
- (ii) Be offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;
- (iii) Be in breach of copyright, confidence, privacy or other rights and will not infringe any third party’s Intellectual Property Rights, or other proprietary rights or rights of publicity or privacy;
- (iv) Be in breach of any applicable law or regulation; (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control tax, consumer protection, advertising and requirements of Trading Standards);
- (v) Be in breach of the Policies;
- (vi)Adversely affect the reputation of ZC or the ZC brand;
- (vii) Create, or be likely to create, liability for ZC or cause ZC to lose (in whole or in part) the services of its internet service or other suppliers;
- (viii) Be fraudulent or involve the sale of counterfeit or stolen goods;
- (ix) Contain any virus: and
- (x) Cause the Site or its functionality to be interrupted, damaged or impaired in any
E. Stock Information
(a) Once the final piece of stock of any Product has been sold and will no longer be available, the Seller must advise ZC accordingly so that the item can be removed from its Storefront
(b) ZC has the right to remove Products from a Storefront that are awaiting stock for prolonged periods (four weeks or more) until they become available
F. Product Listing
(a) The Seller shall work co-operatively with ZC to enable its Products to be uploaded onto the
(b) The Services allows the Seller to offer their Products on the Website as part of an online catalogue containing categories.
(c) ZC may, where relevant and appropriate and without changes to and misuse of facts and medical data and other similar parameters relating to a Product, select a Product for inclusion in a number of
(d) The Seller shall ensure that the information provided by it to ZC with respect to each of the Seller’s Product listings contains all the information required by a Customer to make a purchase, and that such information is wholly accurate.
(a) The Seller’s prices must be fully inclusive of all taxes and additional charges. The exception to this is shipping and packaging costs, which, if such charges apply, the Seller will show separately
(b) If the Seller is VAT registered, the Seller should set the VAT rate at the level which is currently in force in the UK with respect to the Seller’s Products.
(c) The Seller is solely responsible for ensuring that it fully complies with current VAT regulations and accounting for VAT correctly. ZC shall not be liable for the Seller’s failure to remit to the appropriate tax authority any VAT due on the sale of the Products to
(d) The Seller has complete discretion over how it wishes to price its However, the prices of Products must be in line with the Seller’s pricing policy (including any discounts, reductions and offers) on its own website or where offered for sale through channels other than the Website.
7. Legal compliance and taxes
(a) The Seller warrants that:
- (i) It is duly incorporated and/or validly established (whether as a company, partnership, unincorporated association, or sole trader) under the laws of the United Kingdom or the country in which it is registered and that it has the requisite right, power and authority to enter into this Agreement and perform its obligations
- (ii) it is fully authorised to sell the
- (iii) The sale of the Products will not infringe any laws or rights of any third parties;
- (iv) So far as the Seller is aware the Products are or will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller and are or will be free from defects in design, material and workmanship and comply or will comply with all applicable statutory and regulatory requirements; and
- (v) All product safety and product marking laws and regulations, and where applicable, Trading Standards requirements, in respect of the manufacture, packaging, marking, certification (including, without limitation, CE marking) will be or have been complied with and shall inform ZC as soon as reasonably practicable upon becoming aware of any claim against ZC or the Seller arising out of or in connection with any defect in its Products, or any failure by the Seller to ensure that the Products are appropriately marked or certified in accordance with applicable laws or
(b) The Seller shall:
- (i) Comply at all times with all applicable domestic and international laws and regulations, including the General Data Protection Regulation (GDPR) and other data protection and data privacy regulations of anu nature applicable to the Seller and/or its business in connection with the Services and the Website, and shall be responsible for paying any and all taxes applicable to any purchase or sales of its Products made through the
- (ii) Maintain at all times at its own expense and with reputable insurers appropriate insurance in relation to its business.
(c) The Seller shall indemnify and hold harmless ZC against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim envisaged under this clause 7 or paid or agreed to be paid by ZC in settlement of the claim and all legal or other expenses incurred by ZC in or about the defence or settlement of the ZC shall notify the Seller in writing as soon as practicable after becoming aware of the claim.
(d) ZC may immediately suspend or terminate the use of the Services in the event ZC reasonably believes or suspects that any Seller Information does not comply with the provisions of this clause 7.
(e) The Seller confirms that, in the course of its use of the Website or any Storefront or at any other time, it is fully responsible for complying with and ensuring the compliance with the General Data Protection Regulation (GDPR) and other data protection and data privacy regulations of any nature (the “Data Protection Regulations”) to the extent applicable to the Seller and/or its business in connection with the Services and the ZC shall not be liable for the Seller’s failure to comply with the Data Protection Regulations.
8. Sales to customers
A. The Sales Contract
(a) The Seller acknowledges and agrees that following acceptance of an order via ZC or via the CMS, such an acceptance is also deemed to be an irrevocable instruction by the Seller to ZC to conclude a contract of sale between the Seller and the Customer. The contract of sale between the Seller and the Customer is concluded when ZC (acting as the commercial Agent of the Seller) sends an order confirmation email to the Customer, and ZC has no responsibility for the performance of any such contract.
(b) The Seller acknowledges and agrees that the terms and conditions relating to any such contract shall comprise of the Customer terms, the email confirmation relating to the Customer’s order and the applicable details on the relevant Product The Seller agrees to be bound by all such provisions.
B. Processing Customer Orders
(a) When a Customer purchases a Product(s) from the Website, the Seller shall receive an automatic notification thereof via the If no integration of the CMS has been made, the Seller shall be notified of such a purchase via email to the Seller’s email address.
(b) Following receipt of such notification the Seller shall, within a maximum of two (2) Working Days, and as a matter of best practice within twenty-four (24) hours, confirm its acceptance or rejection of the order, via email and/or using the
(c) Following acceptance of an order, the Seller shall dispatch the relevant Product(s) to ensure that it reaches the Customer within the timelines advertised on the relevant Product(s) page(s) but in any event as soon as reasonably practicable and immediately inform ZC via email to ZC’s email address and/or via the CMS of the dispatch date together with any tracking reference number;
(d) The Seller shall use its best endeavours to respond to ZC concerning any Customer enquiries or Customer complaints within one (1) Working Day of being informed of the same by
9. Returns and refunds
(a) Any requests received by ZC for refunds or returns for any Products provided by the Seller to a Customer shall be notified to the Seller by ZC.
(b)Following receipt of such notification the Seller shall initiate the refund directly in accordance with the Returns & Refunds procedures
(c)Subject to the provisions of the Returns & Refunds Procedures, ZC shall approve such
(d)The Commission Fee paid in respect of the refunded Product(s) will be returned to the Seller.
(e)The Seller must only process refunds through ZC ‘s current online payment
(f) If the Customer requests a refund for a Product then such refund shall be processed by the Seller (or ZC, in line with clause i) as soon as possible and in any case no later than:
- 14 days after the day the returned Product is received by the Seller; or
- If earlier, 14 days after the date the Customer provides evidence that they have returned the Product to the Seller;
(g) If a Customer rejects a Product because it is faulty, the Seller shall follow the relevant provisions of the Returns & Refunds Procedures;
(h) The Seller shall provide ZC with an address to which a Customer may return a Product;
(i) ZC may process a refund for a Product as the Seller’s payment Agent to a Customer where:
- The Seller asks ZC to process such refund to a Customer from funds of the Seller held by ZC, or upon payment of such refund amounts to ZC by the Seller; or
- In ZC’s opinion, a Seller has not acted in accordance with the Returns & Refunds Procedures or the Terms and Conditions, in which case ZC shall be reimbursed from funds of the Seller held by ZC or the Seller shall be obliged to reimburse ZC for such refund.
10. Intellectual property rights
A. ZC’s Intellectual Property Rights
(a) The Seller recognises that the Intellectual Property Rights in the ZC name, logo or branding are owned entirely by ZC, and agrees that it may only use the ZC name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Terms and Conditions or with the prior written consent of ZC
(b) All Intellectual Property Rights in the Services, CMS and in any Software and/or Documentation are and will remain the absolute property of ZC or its licensors as appropriate.
(c) Any Intellectual Property Rights created by ZC in the course of the performance of these Terms and Conditions or otherwise in the provision of the Services, including but not limited to any and all text, visual, graphic or other materials with or without any references to or a description of the Seller or any Seller’s Products, shall remain the property of ZC
(d) ZC hereby grants to the Seller a non-exclusive, non-transferable, revocable and limited licence for the duration of the Terms and Conditions only to use any Software or Documentation for the sole purpose of accessing and using the Services and only to the extent reasonably needed for the Seller to use the Services. Subject thereto, nothing in the Terms and Conditions shall be deemed to have given the Seller a licence or any other right to use any of ZC’s Intellectual Property
(e) Where photographs or images of the Seller’s Products are produced by ZC’s or its Agents, any such images may not be used by the Seller for any purpose other than for display on the ZC Website or in printed material produced by ZC with a clear indication of ZC’s trademarks and other necessary requisites unless otherwise agreed by the Seller and ZC. ZC reserves the right to charge the Seller a licence fee in respect of any use of such photographs or images in contravention of this
(f) The Seller may not bid on the ZC Website name, ZC brand or brand name, or variations of them, on Google or any other search
B. Seller’s Intellectual Property Rights
(a) The Seller warrants that:
- It is the legal beneficial owner of the Products and of all the Intellectual Property Rights in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to ZC, and/or that it possesses a valid licence to use such Intellectual Property Rights; and
- The consequent use of the Seller’s Intellectual Property Rights by ZC as referred to in clause 10.B below will not infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against ZC by any third party arising in relation to the use of such Intellectual Property
(b) Subject to these Terms and Conditions, the Seller permits ZC to access and use any content that appears on the Seller’s Storefront or in any other promotional material, including but not limited to any visual or graphic materials and records, reviews, ratings, acknowledgments, certificates and other similar information from the Seller’s own website, for promotional purposes in ZC’s editorial content or promotional activity relating to the Seller, its business and
(c) The Seller shall indemnify and hold ZC harmless against any and all damages, liabilities, costs, expenses and/or losses (including but not limited to any loss of profit) arising out of or relating to any breach of clause 10.B.a in respect of any claim or action that the normal operation, possession or use of those Intellectual Property Rights by ZC infringes a third party’s rights (the “IPR Infringement Claim”).
- (i) In the event of an IPR Infringement Claim the Seller shall forthwith make without charge to ZC such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing;
- (ii) ZC shall notify the Seller as soon as reasonably practicable if it becomes aware of any IPR Infringement Claim by a third party;
- (iii) ZC shall be entitled to take sole conduct of the defence to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. The Seller shall give ZC such assistance as it shall reasonably require in respect of the conduct of the said defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents;
- (iv) At the request of ZC, the Seller shall take the conduct of the defence to any claim or action in respect of any IPR Infringement The Seller shall not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon the express written instructions of ZC, such instructions not to be unreasonably withheld or delayed.
(d) The Seller hereby grants to ZC a non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and worldwide licence to use, disclose, distribute, modify, publicly display, translate and create derivative works of any information (including Seller Information), data, comments or images provided by the Seller to ZC for promotional purposes (the “Seller’s Content”) and to exercise all copyright and intellectual property rights in the Seller’s Content in any media known now or in the future to the extent reasonably necessary in promotional activity with respect to the Seller, its business and Seller’s Product.
(e) The Seller acknowledges that any information, images or any other content of whatever nature and form produced, created, developed, published or displayed by ZC on the Website (including, for the avoidance of doubt, on the Seller’s Storefront(-s)) or any other media channel or platform (either digital or physical), including but not limited to any description of or in connection with the Seller, its business and Seller’s Products (the “ZC Content”) is the sole property of ZC, and ZC retains all rights to the ZC content.
(f) Subject to these Terms and Conditions, the Seller agrees that ZC may display or cause to be displayed at any time any Product Information or any Seller’s Content or any ZC Content with respect to the Seller, its business and Seller’s Product in the Website or in any Seller’s Storefront or through any appropriate channel, irrespective of whether:
- (i) a specific Product is no longer available on the Seller’s website;
- (ii) the Seller has ceased to sell a specific Product;
- (iii) a specific Product is, either currently or permanently, out of stock; or
- (iv) the Seller has ceased to carry on business generally or partially or has changed a nature of its business in any
(g) The Seller and ZC agree that this clause 10 shall survive termination or expiration of these Terms and conditions
(a) The Seller shall permit ZC to promote or market its Products, in such form and manner as ZC deems appropriate, whether directly through the Website or through websites or social networks or offline publications not produced, owned or operated by ZC, including by developing, expanding or managing any email, social and other campaigns and by promoting or offering its Products jointly with other brands, goods, and products, including any competing brands, goods, and products and any brands, goods, and products of the same nature of a similar kind.
(b) ZC may from time to time run promotions on all or part of the Website. Any such promotions may involve offering Customers promotional activity relating to some or all Products on the Website. Such promotional activity may involve any cross-promotional activity with offering some or all Products of a Seller jointly with other brands, goods, and products, including any competing brands, goods, and products and any brands, goods, and products of the same nature of a similar kind, within the same promotional activity irrespective of its form, nature, and other parameters. ZC shall, where relevant and applicable to the Seller and/or its Products, inform the Seller of the nature and terms of any such promotion and, at ZC sole discretion ZC may decide to carry the costs of any such promotion or where ZC requires the Seller to bear the costs of any such promotion, the Seller shall inform ZC in writing whether or not it wishes to participate in the relevant promotion.
(c) The Seller shall permit ZC to use, replicate, quote, mention, refer to Seller’s social accounts in ZC’s social accounts for promotional purposes.
(a) The Seller shall pay ZC the Commission Fee for the provision of the Services as set out in the relevant Agreement between the Seller and ZC.
(b) Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves
(c) The Seller shall make all payments to ZC due under the Terms and Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otheriwse
(d) If any sum due from the Seller to ZC under these Terms and Conditions is not paid on or before the due date for payment, then all sums then owing by the Seller to ZC shall become due and payable immediately and, without prejudice to any other right or remedy available to ZC, ZC shall be entitled to:
- Cancel or suspend its performance of the Terms and Conditions or any order, including suspending provision of the Services, until arrangements as to payment or credit have been established which are satisfactory to ZC; and
- Charge the Seller the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery
B. Commission fee
(a) As set out in clause 13 below, ZC will accept payments for Product(-s) by the Customers and will subsequently transfer them to the Seller within a 30-day period following notification of dispatch of the order by the Seller less an amount equal to the amount of the Commission Fee Agreed upon by ZC and the Seller unless other term Agreed by the Seller and ZC separately. The Commission Fee will be deemed to be paid by a deduction and retention by ZC of an amount equal to the amount of the Agreed Commission Fee from such payment to the seller
(b) The Commission Fee is calculated as a percentage of the total price (net of VAT payable) paid by a Customer in relation to the sale of a Product through the Website by the Any delivery charges applying to that Product are not subject to the Commission Fee if separately itemised on the purchase order.
(c) ZC will refund the Commission Fee (less associated payment processing costs incurred by ZC) to the Seller in respect of sold Products that are subsequently returned by the Customer and refunded by the Seller in accordance with the provisions hereof
(d) The Commission Fee may also be payable by the Seller to ZC (by way of a retention of such amount by ZC) on the total price (net of VAT payable) paid by a Customer in relation to the sale of a Product through the Website by the seller
(e) The amount of the Commission Fee shall be set out in the relevant Agreement between the Seller and ZC
13. Payments to the seller
(a) As part of the Seller’s appointment of ZC as its commercial Agent (as set out in clause 5.a of these Terms and Conditions), the Seller Agrees that ZC also acts as the Seller’s exclusive Agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by the Seller via the Site (or any other sales channel which ZC may offer to the Seller from time to time).
(b) The Seller and ZC acknowledge and Agree that except as otherwise provided in these Terms and Conditions (and in acknowledgement that both parties are businesses), that the duties of an Agent implied under the common law are expressly excluded. For the avoidance of doubt, ZC, acting as the Seller’s commercial Agent, is neither the buyer nor the seller of the Product(s) and is not a party to the contract of sale of Product(s) between the Seller and the customer
(c) Payments for Product(s) will be made directly by a Customer to ZC (acting as commercial Agent of the applicable Seller). The Seller Agrees that the Customer’s obligation to pay the Seller for Product(s) is satisfied when the Customer validly pays ZC for the applicable Product(s). The Seller further Agrees that it will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any payment service provider or gateway) for payment of a Product if the Customer has validly paid ZC in the manner referred to in this clause 13.
(d) Payment for Product(s) by Customers through the Website will be through payment methods made available from time to time, using ZC’s current online payment processing system. ZC shall not be required to hold such payments in separate bank accounts for the seller.
(e) ZC shall pay the Seller for the relevant transaction less the Commission Fee monthly, 14 days in arrears following notification of dispatch of the order by the Seller unless other term Agreed by the Seller and ZC Unless otherwise Agreed by ZC and the Seller, any payments made by ZC to the Seller will be in GBP.
(f) The Seller shall provide such of its banking details as are required or requested by ZC, in order that payment may be processed to the Seller in respect of any Products sold. The Seller shall ensure the banking details are kept up-to-date and shall notify ZC of any changes on the next Working Day. ZC shall not be liable in any manner if the Seller fails to promptly notify ZC of a change to its banking details.
(a) The parties Agree that they shall keep in confidence any Confidential Information and, except in accordance with these Terms and Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Seller authorises ZC (including its employees, Agents and contractors) to hold and process Seller Information.
15.Exclusion and limitation of liabilty
(a) Nothing in these Terms and Conditions excludes or limits the liability of ZC for death or personal injury caused by ZC’s negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded bylaw
(b)Subject to clause a ZC’s total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Services and performance or contemplated performance of these Terms and Conditions, shall be limited in aggregate to a maximum of GBP2,000.
(c) Subject to clause a ZC shall not be liable to the Seller for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Terms and Conditions, or for any liability incurred by the Seller to a Customer, or to any other person howsoever, arising from the provision of the Services, use of the Website or otherwise.
16. Transfer of rights and obligations
(a) These Terms and Conditions are binding upon the Seller and its successors and the Seller shall not be entitled to assign, charge, subcontract, transfer or otherwise dispose of any of its rights and/or obligations arising under these Terms and Conditions without the prior written consent of ZC
(b) Other than assigning to its group corporate entities/affiliates, ZC may only assign, charge, subcontract, transfer or otherwise dispose of any of its rights and/or obligations arising under these Terms and Conditions to any other party with the prior written consent of the seller.
(c) No term of these Terms and Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, Agent, representative or sub-contractor or either ZC or the Seller) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes the rights of ZC when acting as payment Agent of any seller.
17. Force majeure
(a) Neither party shall be in breach of these Terms and Conditions nor liable for any failure or delay in performance of any of its obligations under these Terms and Conditions arising from or attributable to Force Majeure. If any such event beyond the reasonable control of ZC or the Seller continues for a continuous period of more than thirty (30) days, either party shall be entitled to give notice in writing to the other to terminate the Terms and Conditions.
(a) A waiver by either party of any breach of the Terms and Conditions, or delay in enforcing any breach, shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
(a) If at any time any one or more of these Terms and Conditions (or any part of one or more of these Terms and Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same shall be deemed omitted from the Terms and Conditions and the validity and/or enforceability of the remaining provisions of the Terms and Conditions shall not in any way be affected or impaired as a result of that omission.
(a) All notices given under the Terms and Conditions must be in writing and may be delivered by hand or by courier or sent by prepaid first class or registered mail to, in the case of ZC, to its registered address, or any alternative address notified by ZC to the Seller in accordance with this provision; and, in the case of the Seller, to the address which it provides on the CMS, or any alternative address notified by it to ZC in accordance with this provision.
(b) Notices may be validly served by email provided that, to be effective, such email is sent to the email address most recently provided by the addressee to the sender of the relevant notice.
(c) Except as set out in clauses 5.a, the relationship of ZC (and its employees) to the Seller will be that of independent contractor and nothing in the Terms and Conditions shall render ZC (nor its personnel) as an employee, worker, any other form of Agent, or partner of the Seller or Customer. Subject to any express provision in the Terms and Conditions to the contrary or at ZC’s reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
21. Entire agreement
(a) This Agreement, and any documents referred to in it, constitutes the entire Agreement between the parties and supersedes and extinguishes all previous arrangements, understandings or Agreements between them, whether written or oral, relating to the subject matter of this agreement.
(b) Each party acknowledges that in entering into these Terms and Conditions neither party has relied on any statement, representation or warranty of any person (whether a party to these Terms and Conditions) other than as expressly set out in these Terms and conditions.
(a) In the event of a dispute between the Seller and a Customer regarding Product(s) purchased by the Customer, ZC, may try to help resolve the dispute, at the request of one or both parties. ZC does so however in its sole and absolute discretion and has no obligation to try to help resolve such disputes.
23. Governing law and jurisdiction
(a) These Terms and Conditions and any non-contractual obligations relating to or arising under the same shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.