StoreFeeder Terms and Conditions
Posted by Jack Liptrott on 29 May 2013 14:26
Last Modified by Adam Roberts on 30 Jan 2017 14:22
Yes, they are on the website and here again for your perusal.....
StoreFeeder Terms and Conditions :
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.3 The Specification constitutes an invitation to the Customer to place an Order. The Customer acknowledges that the Services may not be appropriate for their needs and therefore the Supplier must have an ability to reject a potential Order.
1.4 The Order together with any payment constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
1.5 The Order shall only be deemed to be accepted by the Supplier upon the written confirmation from the Supplier of the Supplier’s willingness to provide the Services at which time the Contract shall come into existence (Commencement Date).
1.6 The Supplier shall be under no obligation to supply Services until such time as a formal acceptance has been sent in accordance with clause 1.5.
1.7 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
1.8 Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's Website (other than in relation to the Specification), catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
1.9 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.10 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
2. SUPPLY OF SERVICES
2.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
2.2 The Services shall be supplied upon receipt by the Supplier of the Charges as set out in clause 4.1.
2.3 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.4 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
2.5 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
2.6 n circumstances where the Customer has utilised a Free Trial the right to utilise the Services shall expire automatically upon the expiry of the Free Trial Period until payment for any ongoing Services has been made in accordance with these Conditions.
3. CUSTOMER'S OBLIGATIONS
3.1 The Customer shall:
(a) Give the Supplier complete access to all of the Customer’s selling channels, web site(s) & product details
3.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
4. CHARGES AND PAYMENT
4.1 The Charges for the Services shall be on a time and materials basis:
(a) The Services shall be paid by the Customer monthly in advance by way of credit or debit card payment;
4.2 The Supplier shall invoice the Customer monthly in advance which shall be generated at the point of sale.
4.3 Time for payment shall be of the essence of the Contract.
4.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
4.5 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Royal Bank of Scotland's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
4.6 Where a ‘Free Trial’ has been agreed with the Customer the obligations to pay the Charges as set out in this clause 4 are cancelled for the Free Trial Period only. Upon expiry of the Free Trial Period the Customer’s obligation to pay for the Services in accordance with this clause shall commence forthwith Any ongoing use of the Services by the Customer shall constitute an acceptance by the Customer that the Customer’s obligation to pay the Charges shall commence immediately
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
5.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 6 shall survive termination of the Contract.
7. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
7.2 Subject to clause 7.1:
(a) the Customer is by this Contract made aware of and acknowledges that in order to provide the Services under this Contract the Supplier relies upon information and services supplied by either the Customer or third parties including:(i) online retailers such as Amazon or Ebay who, for example, advise the Supplier of the number of orders placed for the Customer’s products;(b) The Customer acknowledges and agrees that Supplier shall not be responsible for the Customer’s losses arising as a result of:
8.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing of the breach;
8.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.3 Subject to 8.5 below and without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 1 months' written notice.
8.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(b)) to clause 8.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.5 Where a ‘Free Trial’ has been accepted by a Customer the following provisions shall apply:
9. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
10. DATA PROTECTION
10.1 The Supplier acknowledges that the Customer is a Data Controller under the provisions of the Seventh Data Protection Principle in the Data Protection Act 1998 and places great emphasis on confidentiality, integrity and availability of information and personal data. The Customer alone shall determine the purposes for which and the manner in which personal data are or are to be processed.
10.2 Neither party shall do any act that puts the other party in breach of its obligations set out in this clause and nothing in these conditions shall be deemed to prevent any party from taking the steps it deems necessary to comply with the Data Protection Act 1998 or other relevant data protection legislation or regulatory provisions.
10.3 The Supplier shall:
(a) at all times comply with obligations equivalent to the obligations of a Data Controller under the provisions of the Seventh Data Protection Principle in the Data Protection Act 1998 and shall take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. When considering what measure is appropriate, the Supplier shall have regard to the state of good practice, technical development and the cost of implementing any measures to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss or destruction, and to the nature of the data to be protected;
10.4 Each party shall notify the other immediately if they become aware of any actual, threatened or potential breach of security of personal data. The Supplier shall, if a breach of security occurs, immediately take all reasonable steps necessary to:
(a) remedy such breach or protect the personal data against any breach or threat; and
10.5 Such steps shall include any action or changes reasonably required by the Customer.
11.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
11.2 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
11.9 Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.