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eShelf: Terms of use
1.
Introduction
1.1
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 be bound by these terms of use (the Terms) together with the privacy policy (the Privacy Policy) and cookie policy (the Cookie Policy) accessible on the Site. These Terms, the Privacy Policy and the Cookie Policy affect your legal rights and obligations so please read them carefully. If you do not agree to be bound by these Terms, the Privacy Policy and/or the Cookie Policy, do not use the Site. If you have any questions, you can contact us by email at info@eshelf.co.uk
1.2
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.
1.3
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.
2.
Definitions & Interpretation
2.1
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:
Buyer: a user who registers on the Site in order to purchase Products;
Charges: the fees due from the Client in consideration of the Products;
Commission: 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;
IP Rights: 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;
Products: the products available for purchase from a Retailer;
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;
Retailer Content: any content posted on the Site by a Retailer including details of their Products; and
Site Content: all materials on the Site, including all information, data, text, images, recordings and software but excluding any User Content;
Terms: these terms and conditions;
Working Days: any day other than a Saturday, Sunday or public holiday in the territory where the Retailer is located; and
you: any user of the Site, including a Retailer and a Buyer.
2.2
Words in the singular include the plural and in the plural include the singular.
2.3
Headings shall not affect the interpretation of these Terms.
2.4
References to Conditions are, unless otherwise provided, references to the conditions of these Terms.
2.5
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.
2.6
Any phrase introduced by the words ‘including’ shall be construed as illustrative and shall not limit the generality of the related words.
3.
Registration and Use
3.1
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.
3.2
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 info@eshelf.co.uk if you believe there has been any unauthorised use of your account.
3.3
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.
3.4
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.
4.
Retailers
4.1
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.
4.2
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 Content.
4.3
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.
4.4
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.
4.5
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.
4.6
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.
4.7
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.
4.8
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.
4.9
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.
5.
Buyers
5.1
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.
5.2
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.
6.
Sales of Products
6.1
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.
6.2
The payment processing services on the Site are provided Stripe and are subject to their terms of use. As a condition of us enabling payment processing services, you agree to 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.
6.3
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.
6.4
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.
6.5
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.
6.6
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.
6.7
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 noticed.
7.
Data Protection
7.1
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.
7.2
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.
7.3
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.
7.4
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 aggregated content.
8.
IP Rights
8.1
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 permission.
8.2
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.
9.
Disclaimer – Your attention is particularly drawn to this Condition
9.1
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.
9.2
We also do not warrant that any particular retailer will participate in the Site or offer for sale any particular products at any time.
9.3
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.
9.4
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.
9.5
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.
10
Use of the Site
10.1
The Site is made available for your own use. The Site must not be used for any illegal or unauthorised purpose.
10.2
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.
10.3
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.
10.4
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 advertiser.
10.5
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 related thereto.
11
Site Availability
11.1
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.
11.2
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.
12
Termination or Suspension
12.1
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.
12.2
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.
12.3
You may contact us at any time to terminate all or part of your account.
12.4
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 accordance with our Privacy Policy.
13
General
13.1
These Terms, the Privacy Policy & Cookie Policy (as amended from time to time) and all documents incorporated by reference constitute the entire agreement relating to your use of the Site.
13.2
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 and effect.
13.3
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
13.4
We may assign or otherwise transfer our rights and obligations in terms of these Terms to third parties.
14.
Law
14.1
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
14.2
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