The eShelf website (the Site) is owned and operated by eShelf, the trading name of
Nearnbuy Limited a company incorporated in England and Wales with company number
11689863 and having its registered office at Flat 7, 190 Cromwell Road, Fraser House,
London SW5 0SL (we, us). By using the Site, whether you register or not, you agree to
email at email@example.com
We reserve the right to update these Terms from time to time at our discretion. We may do so for technical or legal reasons, or because the needs of our business have changed. We shall notify you of any changes we make to the Terms if you have an account on the Site. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site. Updated Terms will be effective as soon as they are accessible.
The Site is an online marketplace where retailers feature their products and Buyers can
purchase those products. We do not sell the products ourselves, nor do we act as an
agent for any user selling or buying Products. We are an intermediary platform, and we
are not bound by any contract that may arise at any time between our users.
Definitions & Interpretation
In these Terms, words defined in Condition 1 shall have the same meaning when used
throughout these Terms. In addition, the following words have the following meanings:
: a user who registers on the Site in order to purchase Products;
: the fees due from the Client in consideration of the Products;
: the sum to be paid to us currently equal to 5% of the cost of a Product sold through the Site and for the avoidance of doubt, we reserve the right to change the calculation of the Commission due at our sole discretion and on notice;
: any patent, trade mark, registered design or any application for registration
of the same, or the right to apply for registration of the same, any copyright or related
rights, database right, design rights, rights in trade, Client or domain names, rights in
trade dress, rights in inventions, rights in confidential information or know-how or any
similar of equivalent rights in any part of the world;
: the products available for purchase from a Retailer;
: a userwho registers on the Site seeking to sell their products, and for a company
or other organisation, Retailer shall mean that company and the individual accessing the
Site on behalf of the company or organisation;
: any content posted on the Site by a Retailer including details of their
: all materials on the Site, including all information, data, text, images,
recordings and software but excluding any User Content;
: these terms and conditions;
: any day other than a Saturday, Sunday or public holiday in the territory
where the Retailer is located; and
: any user of the Site, including a Retailer and a Buyer.
Words in the singular include the plural and in the plural include the singular.
Headings shall not affect the interpretation of these Terms.
References to Conditions are, unless otherwise provided, references to the conditions of these Terms.
Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
Any phrase introduced by the words ‘including’ shall be construed as illustrative and shall not limit the generality of the related words.
Buyers can register through a Facebook account, through a Google account or directly
with us, and if you do so you ,must provide us with an email address and you need to
create a password. You are responsible for keeping your password confidential. If you
are a Retailer, you can only register directly with us, and if you do so you ,must provide
us with an email address and you need to create a password. Again, you are responsible
for keeping your password confidential.
You may not allow any third party to access your account, including any associated
company. You are responsible for any activity under your account. Please take
precautions to protect your password and contact us immediately by email at
firstname.lastname@example.org if you believe there has been any unauthorised use of your account.
You must be at least 18 years or older to register on the Site. You warrant that all
information you provide to us is true.
When you use the Site you must comply with all applicable laws. In particular, but
without limitation, you agree not to:
(a) try to gain unauthorised access to the Site or any networks, servers or computer
systems connected to the Site;
(b) harvest or otherwise collect non-public information about another user obtained
through the Site (including email addresses), without the prior written consent of the
holder of the appropriate rights to such information;
(c) add another user to your email or physical mailing list without their consent after
adequate disclosure, or use their email address or contact details for antisocial,
disruptive, or destructive purposes;
(d) transmit spam, chain letters or other unsolicited emails;
(e) scrape the Site or otherwise collect content by automated means; and/or
(f) reproduce, redistribute, sell, create derivative works from, decompile, reverse
engineer, or disassemble all or part of the Site save to the extent expressly permitted by
law not capable of lawful exclusion.
If you wish to register as a Retailer on the Site you should complete the application form
required. We shall consider your application, and if at our sole discretion we accept you
as a Retailer on the Site, you may create a profile on the Site with information about
your business and your Products.
All Products included in the Product Content must be lawfully permitted to be sold in the
United Kingdom, and you must own the Products at the point of sale under Condition 6.
The Products must not be fake or copied Products. You warrant that Products shall be of
satisfactory quality, fit for purpose and comply with the description within the Product
In order to ensure that Buyers are not mislead by your Product Content and to ensure
the integrity of the Site, you must make sure that your Product Content is up to date and
complete. You must include prices and other appropriate descriptions of the Products.
It is a fundamental requirement of these Terms that you update your stock availability
on a daily basis.
You grant to us the right to reproduce your Product Content on the Site and within
marketing materials that we may use for own business purposes. You warrant and
represent that you have the lawful right to upload the information included in your
Product Content and that none of the Product Content is deliberately or recklessly false,
dishonest or misleading. Your Product Content must comply with all applicable laws and
regulations, including consumers laws and advertising and marketing laws.
Retailers are responsible for the proper running of their business and retail outlet,
including compliance with all applicable health and safety requirements, disability laws,
local authorities and consents and the payment of all taxes properly due including as a
result of sales of the Products.
Within your account you will be able to access information about Product sales in order
to comply with your obligations under Condition 6. If any of the Product sales
information is inaccurate, please notify us promptly and we shall investigate the matter
and make such corrections as are necessary. This is our sole liability for any errors in the
Product sales information within your account.
We are not responsible and accept no liability for Product Content but you agree that at
any time we shall be entitled to delete any Product Content that we reasonably believe
is in breach of this Condition 4.
The Retailer shall indemnify and keep us indemnified from and against all costs, claims,
losses, damages, liabilities and expenses as a result of any breach of any of thewarranties
or other provisions in this Condition 4.
In the event of any loss or damage to Product Content, your sole and exclusive remedy
shall be for us to use reasonable commercial endeavours to restore the lost or damaged
Product Content from the latest back up of such Product Content maintained by us.
Accordingly, you shall separately maintain up-to-date copies of the Product Content.
If you wish to register as a Buyer on the Site, you warrant and represent that you are at
least 18 years old and legally able to enter into a contract.
Buyers should read all Product Content carefully before purchasing a Product. You have
entered into a legally binding contract when you commit to buy the Product on the Site.
All Products must be paid for in full through the Site before the Buyer can collect the
Product. The price on the Site is the price that the Buyer pays, but the Retailer agrees
that the sum they receive is equal to the price less our Commission. In order to manage
the process of any refunds under this Condition 6, the Retailer agrees that we will retain
the price paid by the Buyer until the 14 day cancellation period has expired. After that
date, provided that the Buyer has not returned the Product, we shall pay to the Retailer
the sums due.
The payment processing services on the Site are provided Stripe and are subject to their
provide us with accurate and complete information, and you authorise us to share such
information and transaction information related to your use of the payment processing
services provided by Stripe.
Once payment has been made by a Buyer, the Retailer must promptly process the order
and make the Product available for collection. If for any reason the Product is out of
stock, the Retailer shall without notification from the Buyer, promptly authorise a refund
within their account on the Site.
Buyers should collect the Products that they have purchased promptly after purchase.
If a Buyer has not collected a Product within 3 Working Days of the availability date, the
Retailer shall be entitled to treat the contract as cancelled and shall, without notification
from the Buyer, promptly authorise a refund within their account on the Site.
A Buyer may cancel the contract for the purchase of Products ordered through the Site.
A Buyer must activate the return by contacting the Retailer either through the Site, by
email to the address set out in the Retailer’s profile within 14 days from the date the
Buyer receives the Products, clearly stating the following: your name, geographical
address, your phone number, email address and full details of the order you wish to
cancel. Or, the Buyer may simply return to the Retailer’s outlet with the Products to be
returned. The Retailer must process the refund through the Site promptly following the
Buyer’s activation of the return. The Customer will receive the refund through the same
payment mechanism they used to pay for the Products.
If a Buyer does cancel a contract, the Buyer must take reasonable care of the Products
whilst they are in its possession, including by storing them in accordance with the
Retailer’s instructions. The Buyer must return the Goods to the Retailer’s outlet within
14 days of the notice to cancel, at its own cost and risk.
The limited right to cancel a contract for the Products does not stop a Buyer returning
damaged or defective Products. If the Products are damaged or defective, the Buyer
shall contact the Retailer and the Retailer shall either (a) replace the Products that are
damaged or defective; or (b) refund the amount paid for the Products in question. The Buyer must return the Products to the Retailer promptly after the damage or defect is
Retailers shall treat all personal data relating to a Buyer as confidential and keep all such
information secure, and not share such data with any third party, or use such data for
any purpose except to process the Buyer’s order and if appropriate any returns.
Retailers shall take appropriate security measures (including physical, electronic and
procedural measures) to help safeguard such personal data from unauthorised access,
loss and disclosure and shall otherwise comply with all applicable laws and regulations
relating to data protection. Retailers shall ensure that individuals processing personal
data of a Buyer are subject to a duty of confidence in relation to such personal data.
Retailers shall assist us in providing subject access and allowing data subjects to exercise
their rights under applicable laws and assist us in meeting our legal obligations in relation
to the security of processing, the notification of personal data breaches and data
protection impact assessments.
At our request, Retailers shall submit to audits and inspections by us to ensure that the
Retailer is complying with its obligations under this Condition 7 and shall notify us if it is
requested to take any action in breach of any applicable data protection legislation.
We may use aggregated content about activities on our Site, including sales of Products,
returns of Products and anonymized details about Buyers and Retailers for our business
purposes and otherwise. We shall not use the personal data of our users within such
No copyright or other intellectual property rights shall transfer to you under these Terms
or otherwise. You have no right to use or reproduce our name or logo without our
If you believe any content on the Site infringes your copyright, you may submit a notice
to us including the following information:
(a) a physical or electronic signature of a person authorised to act on behalf of the owner
of any exclusive right that is allegedly infringed;
(b) identification of the copyright work claimed to have been copied or
(c) identification of the material that is claimed to be copied;
(d) to the extent that we do not already have it, information reasonably sufficient to
enable us to contact you, including your name, email and/or postal address;
(e) a statement that you have, in good faith, a belief that use of the material within the
Site is not authorised by the copyright owner, its agent and/or the law; and
(f) a statement that the information in the notice is accurate and under penalty of
perjury, you are, or you are authorised to act on behalf of, the owner of an exclusive right that is allegedly infringed.
Disclaimer – Your attention is particularly drawn to this Condition
You acknowledge and agree that the Site is provided for information purposes only. This
means that we have not checked all of the details that another user may provide to us
including Product Content or the Products offered by a Retailer or the reliability of a
Buyer. Accordingly, all users agree that we are not responsible for any act or omission
of a Retailer or Client , or for any Product Content or any Product itself. The Retailer and
the Buyer should contact each other if they wish to make any legal claim in relation to
the other’s acts or omissions.
We also do not warrant that any particular retailer will participate in the Site or offer for
sale any particular products at any time.
Subject to Condition 9.4, we shall in no circumstances be liable to you in contract, tort
(including negligence) or otherwise for any:
(a) loss of profit, anticipated profits or business;
(b) loss of data;
(c) loss of opportunity;
(d) loss of revenue or wasted expenditure;
(e) loss of goodwill or reputation; and/or
(f) consequential, special or incidental loss or damage (whether or not advised of the
possibility of the same).
The provisions of this Condition 9.3 are severable.
Our liability to any user shall be limited to direct damages that arise as a result of our
breach of these Terms. If you are a Retailer our liability shall be limited to the greater of
£100 and the Commission we have received as a result of your activities on the Site in
the previous 12 months.
Nothing in these Terms shall be construed as excluding or limiting our liability for death
or personal injury caused by our negligence, for fraud or fraudulent misrepresentation
or for any other liability that cannot be excluded by English law. A consumer’s statutory
rights are not affected.
The Site is made available for your own use. The Site must not be used for any illegal or
The copyright in the Site Content is owned by or licensed to us. All rights are reserved.
You can view, print or download extracts of the Site Content for your own use but you
cannot otherwise copy, edit, vary, reproduce, publish, display, distribute, store, transmit,
commercially exploit, disseminate in any form whatsoever or use the Site Content
without our permission.
The Site may contain links to websites operated by third parties. We do not have any influence or control over any such third party websites and we are not responsible for
and do not endorse any third party websites or their availability or content.
We accept no responsibility for adverts contained within the Site. If you agree to
purchase goods and/or services from any third party who advertises in the Site, you do
so at your own risk. The advertiser is responsible for such goods and/or services and if
you have any questions or complaints in relation to them, you should contact the
To the extent permitted by law, use of the Site is solely at your own risk. The Site are
provided on an "as is" and "as available" basis. To the extent permitted by law we
disclaim any and all warranties of any kind, express or implied. We do not warrant that
the Site, or any part thereof, will be available or operate in an uninterrupted or errorfree manner or that errors or defects will be corrected, and we disclaim all liability
We will use reasonable endeavours to maintain and make the Site available at all times.
However, there may be occasions when access may be interrupted, including for
scheduled maintenance or upgrades, for emergency repairs, or due to failure of
telecommunications links and/or equipment. We shall use reasonable endeavours to
notify all users of any scheduled maintenance or upgrades, and to schedule such
maintenance and upgrades outside of normal working hours. However, you agree that
we have no liability to you for such interruptions.
For the avoidance of doubt, we shall also not be liable if you are unable to access the
Site for any reason within your control, including your failure to use appropriate
equipment or insufficient bandwidth.
Termination or Suspension
We reserve the right to suspend or terminate the account of a Retailer or a Buyer at
any time and without liability for any reason, including:
(a) if any information that you provide to us is not true or we cannot verify or
authenticate any such information;
(b) if you are in breach of these Terms;
(c) if we receive complaints or disputes are raised in relation to your activities.
Following termination by us of your account you must cease to use the Site and you
must not re-register on the Site under any other name.
You may contact us at any time to terminate all or part of your account.
You agree that if your account is terminated and you are a Retailer, your Product
Content may be deleted without further reference to you. However, you may still
access the Site in order to process returns for up to 14 days after termination.
Following termination, if any sums are owed by you to another user, we shall provide
your personal details to the other user in order that they can pursue the debt in
all documents incorporated by reference constitute the entire agreement relating to
your use of the Site.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid
or unenforceable, then such provision shall be construed, as nearly as possible, to
reflect the intentions of the parties and all other provisions shall remain in full force
Our failure to exercise or enforce any right or provision of these Terms shall not
constitute a waiver of such right or provision.
We may assign or otherwise transfer our rights and obligations in terms of these Terms
to third parties.
If you have any complaint or wish to raise a dispute under these Terms or otherwise in
relation to the products please follow this link http://ec.europa.eu/odr
These Terms shall be governed by and construed in accordance with English law and
you agree to submit to the exclusive jurisdiction of the English Courts.
Last updated: February 2019