Seller Terms and Policies

Seller Terms & Policies

These terms and conditions (we refer to them as the “Conditions”) and the other documents that we refer to below together set out the legally binding agreement (we refer to this as the “Agreement”) between you (“you”), when you sell goods, services or digital content via the Site, and Eve’s Market Online (“we”, “us”).

It is important that you read and understand these Conditions before agreeing to them and starting the process of selling your goods, services or digital content via the Site

A. We may update the Agreement (including the Charges) from time to time. We will notify you by email of any proposed changes. 

B. 

C. The minimum 15 (fifteen) day notice period  above will not apply  where:

    i. we are subject to a legal or regulatory obligation which requires us to change the Agreement in a way which does not allow us to give you that length of notice period; and

    ii. we need to change the Agreement to address an unforeseen and imminent danger that relates to defending the Service, the Site, Customers or Sellers from fraud, malware, spam, data breaches or other cybersecurity risks.

2. TERM AND TERMINATION

A. The Agreement applies throughout the period of our provision of the Service to you (we refer to this period as the “Term”). The Term will start after:

    i. we have received from you an Email after you’ve submitted Your Details signaling that you would like to Apply to become a a seller/vendor on the Site completed to our satisfaction, and the documents outlined in Clause 4.A.ii; and

    ii. we have notified you by email  of our acceptance of your Application Form and the documents outlined in Clause 4.A.ii. It will be entirely at our discretion whether we accept your Application Form; and

    iii. you have paid the Listing Fee.

The Term will continue until terminated as set out below:

Mutual right to terminate. We both have the right to terminate the Agreement by simply giving the other party at least 30 (thirty) days’ written notice or email notice.

B. Restriction, suspension or termination by us. We may restrict, suspend or terminate our provision of the Service (or any part of it), or terminate the Agreement if:

    i. you significantly breach the Agreement (including a significant breach of any of the Policies);

    ii. we have the right to as set out in the rest of the Agreement, and we validly exercise that right;

    iii. you fail to pay any Charges payable to us within 7 (seven) Working Days of their due date for payment;

    iv. if you don’t have enough money to pay your debts when they fall due, or you enter into a legal process or an arrangement relating to being unable to pay your debts;

    v. in our sole discretion, we determine that your eligibility or suitability to be listed on the Site, or to receive the Service, changes.

 

C. Exercising our right to restrict, suspend or terminate.

    i. If we restrict or suspend our provision of the Service (or any part of it), we will provide you with a clear explanation of our reasons for doing so (including referencing any specific relevant facts and circumstances, along with the applicable grounds we’re relying on to do so) by email on or before the date on which the restriction or suspension becomes effective, in order to give you the opportunity to clarify the facts and circumstances.

    ii. If we terminate the provision of the Service to you or the Agreement, we will provide you with a statement setting out our reasons for that decision (including referencing any specific relevant facts and circumstances, along with the applicable grounds we’re relying on to do so) by email at least 30 (thirty) days’ before termination takes effect, except where:

    a. we are obliged by a legal or regulatory obligation to terminate the provision of the Service or the Agreement; or

    b. you have repeatedly infringed your obligations under the Agreement,

in which case we will provide you reasonable notice in the circumstances (if we can) and the statement of reasons for that decision by email as soon as reasonably possible).

You may clarify the facts that led to any restriction, suspension or termination using by sending us an email

D. What happens when the Service or Agreement is suspended or terminated. If the Service or our Agreement is suspended or terminated:

    i. you must pay us all Charges due up to and including the date of suspension or termination;

    ii. you will remain liable to pay any outstanding refunds to Customers and associated Refund Fees (as detailed below) following suspension or termination;

    iii. we will not keep copies of any information provided or generated by you following termination of the Agreement. If you need access to information you have generated, you are responsible for keeping your own copies and we suggest that you should download such information during any notice period prior to suspension or termination;

    iv. where the Service is terminated, you will continue to have access to the CMS for 30 days in order to pay any outstanding Charges and download information in accordance with Clause 2.D.iii above; and

    v. termination of this Agreement doesn’t affect any of our or your rights or liabilities, and doesn’t affect any provision set out in the Agreement which is expressly or by implication intended to come into force or continue in force after termination.

3. THE SERVICE PROVIDED BY US

A. Following the start of the Term, we will:

    i. provide you with access to your individual storefront by approving you as a vendor  so that you can set up your Storefront and, once we’ve made the functions available to you, update the Storefront;

    ii. provide the Service with reasonable skill and care; and

    iii. use reasonable efforts to restore any faults in the Service as soon as reasonably possible. As you will appreciate, the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside of our control, and that it is technically impossible to provide the Service entirely free of fault at all times.

B. We reserve the right to revise or alter the Service. Any variation in the Service will be subject to these Conditions.

C. The Site provides a platform to allow you to offer and sell your Products or services directly to Customers. In doing so, you authorise and appoint us as your commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between you and Customers via our Service and we accept this appointment in accordance with these Conditions. As part of this process:

    i. any contract to sell and buy Products is made only between you and the Customer concerned and we are not a party to any such contract;

    ii. we facilitate the negotiation of the sale of Products or services between you and Customers through the use of the CMS and e-mail communication services operated and managed by us, together with our Service, which contribute to increasing your goodwill, promote your Products and generally encourage Customers to place orders with you; and

    iii. products offered for sale through the Site are neither owned by us nor come into our possession at any time.

D. We enable customer feedback & reviews. By using the Site and the Service you agree that:

    i. we and/or the customers and Site users t may, at our/their discretion, post on your relevant Product Page  any and all Customer Feedback relating to a transaction for a period of up to two (2) years after we and/or the Customer Feedback Agent receives that Customer Feedback;

    ii. following the provision of any Customer Feedback, we will make the Customer Feedback available to you via the CMS. You may submit a Response to any negative Customer Feedback via the facility provided by us on the CMS within 5 days of receipt of the negative Customer Feedback, and we will display any Response with reasonable prominence and proximity to the corresponding Customer Feedback, which may be posted on the Product Page after 5 days have passed following receipt of the negative Customer Feedback. You agree that you will not contact any Customer directly, whether via the CMS through an order or product enquiry or otherwise in response to any Customer Feedback or review.

    iii. You agree that you will ensure that any Response is true and accurate and not misleading in any way, and does not contain any material that may be construed as offensive, defamatory or unlawful.

    iv. We may, in accordance with the applicable terms and conditions of any Third Party, elect to amend, or not to post, any Response that we  consider, in our sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.

E. We may from time to time introduce you to third parties with whom special terms have been arranged unique to Sellers. Any contract entered into between you and any such third party is concluded directly between you and the third party concerned and, except as expressly set out in these Terms, we cannot be involved in the fulfilment or liability for any such contracts. We will let you know if we benefit from any special terms with such third parties.

4. YOUR OBLIGATIONS – WHAT YOU PROMISE

A. YOUR ACCOUNT

    i. You promise that:

    i. your business is incorporated and/or established (whether as a limited company, partnership, or sole trader) in  the Republic of Ireland;

    ii. where your business is established as a limited or public limited company, you are listed as a director on Companies House and all other information held on Companies Details reflects the information you provide to us (e.g. company registration number, director(s) name(s), trading address, company name);

    iii. you are at least 18 years old; and

    iv. you have a trading (operating) address in the  the Republic of Ireland.

    ii. You promise to provide the following identification details along with your Application Form and that they are accurate:

    i. driving licence or passport;

    ii. recent utility bill (within the last 3 months at the point of application);

    iii. bank statement (this should include your name, address, sort code and account number and should correspond with any details held on Companies Details where the statement relates to a limited or public limited company); and

    iv. telephone and email address of the main account holder and any additional users of the account.

Please see email us on [email protected] for more seller privacy policy information on how we handle this information.

    iii. If you want to change the details we hold about your business you agree to provide us with a screenshot PDF of a bank statement showing new account details whenever you want to make changes. This must include: name (both the new Seller’s name and, where applicable, their company name), address, sort code and account number. When updating your details all payments from us will be suspended until the details are verified to our satisfaction.

    iv. You agree to keep your account details up-to-date on the CMS throughout your use of the Service. Revenue legislation means that we have a responsibility to ensure your VAT compliance. If we believe you are not compliant, we retain the right to suspend your Storefront until your account information has been updated.

B. TECHNICAL

    i. You agree to:

    i. establish and maintain access to the internet at your own cost, through use of a computer or other access device;

   ii. ensure that at all times all computer hardware and software you use to access and interoperate 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 all information you supply electronically to us and to the Site is submitted free from Viruses.

    ii. We have no responsibility for the provision, support and maintenance of any of your hardware or software used to provide you with access to the internet or the Site, or any related hardware or software (including any IP router, proxy server, firewall or anti-Virus software), the responsibility for which will remain exclusively with you.

C. SECURITY

i. You:

    i. are responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Storefront (which includes changing passwords on a regular basis);

    ii. will 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. will inform us 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. will inform us immediately if you forget or lose a password and must satisfy such security checks as we may operate in order to obtain a new password; and

    v. will ensure that the CMS and its content remains entirely confidential, and that no other person beside those in your employment has sight of the CMS or any of its content, subject but not limited to the terms of the GDPR regulations

 ii. We reserve the right:

    i. to suspend access to the Service if at any time we consider that there is or is likely to be a breach of security, in which event we will notify you of any steps to be taken by you as soon as possible; and

    ii. to require you to change (or to ourselves change, and then notify you) any or all of the passwords used by you in connection with the provision of the Service and access to the Storefront, in which event we will notify you of the requirement to change passwords and any further steps to be taken by you as soon as possible.

D. YOUR STOREFRONT

i. We have absolute discretion as to:

    i. the look, feel and content of the Site (including all Storefronts);

    ii. the inclusion, positioning, content, location and all other presentation of Seller Information (including in our sole discretion the right to remove any Seller Information from the Site at any time during the Term); and

    iii. the Product or service set live on the Site (including in our sole discretion the right to remove any Product or service from the Site in line with one or more of our Policies, or not allow a Product or service to be set live for sale on the Site).

    ii. You agree at all times to comply with all Policies and the Products & Submission process as updated by us from time to time. Email us at [email protected] for more info on this

     iii. Although you may request Customer Feedback in good faith, you agree not to review, nor engage any third party to review, Products appearing on your Storefront. This prohibition includes, without limitation, paying for reviews or any other means of artificially increasing the number of reviews of Products on your Storefront.

     iv. You may apply for multiple Storefronts, but please note that each request for an additional Storefront must be made using the sellers request application method stated on our Site and the application will be subject to our approval, to be confirmed by us my email at our sole discretion. You will not be charged any additional Charges in respect of applying for additional Storefronts, only the appropriate fees involved in opening a storefront with the Site.

    v. Each Storefront contains up to 24 (twenty four) listings as standard but that number can be extended at our sole discretion. Any additional listings/product list required will incur additional charges which must be payable to us before we can approve you to list additional products or services on the Site.

    vi. Any transfer of Storefront ownership (including any transfer of ownership of your business e.g. a sale of more than 50% of the shares in your business or a sale of substantially all the assets of your business) must be agreed with us in writing or email at least 30 days beforehand, and you agree to provide us with the information set out in Clause 4A.ii above in relation to the new Seller or new owner of your business. We will suspend the Storefront while we verify the new Seller’s or new owner’s details, which shall include checking their eligibility and suitability to be listed on the Site. Where applicable, we will only provide access to the Service to a new Seller once they have agreed to enter into an agreement incorporating these Conditions. The Storefront will be suspended until all payments owed to you, the outgoing Seller, have been cleared. If protocol is not followed, we retain the right to suspend a Storefront until new ownership has been verified and identification provided. We reserve the right to terminate our agreement if, in our sole discretion, we determine that the change of ownership of the Storefront or of your business renders your Storefront or business no longer eligible or suitable to be listed on the Site. We will comply with the provisions of Clause 2.C where this applies.

    vii. When you close your Storefront:

    i. we agree to ensure that that all payments we determine to be owing to you have been paid before closing your Storefront; 

ii. you will delete or deal with any Shared Personal Data in accordance with the GDPR guidelines and

    ii. you agree to ensure that negative balances are paid to us in full prior to closing your Storefront and agree to remain liable to pay any valid requests for refunds and associated Refund Fees which are received following such closure.

    viii. If your Storefront goes into a negative balance, you agree:

    i. to pay the outstanding balance to us within 7 (seven) days of going into negative balance. If the debt is not settled within 7 (seven) days of going into negative balance, we may terminate our Agreement with you and we may instruct a third party to collect the debt;

    ii. that we may withhold future payments to offset against the outstanding debt or pay at a later date once the debt has been settled, whichever arises first;

    iii. that we may, where you have multiple Storefronts with us, offset the sums due from you to us against payments due by us to you in relation to those other Storefronts, 

    iv. that, we retain the right to suspend your Storefront immediately if your account goes into a negative balance. Your Storefront will not be reactivated until your negative balance has been paid, or we have reached an agreement with you in writing for its repayment.

E. Quality of Presentation

    i. You agree to:

    i. ensure that your Storefront maintains a high standard of presentation and at all times accords with any applicable guidelines notified to you from time to time by us, including in relation to the form and content of copy and product imagery;

     ii. comply with reasonable instructions from us concerning your Storefront.

     ii. Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. We reserve the right to de-activate your Storefront until standards have been improved.

F. Seller and Product Information

    i. You agree to ensure that all Seller Information provided about you and the Products on your Storefront is and remains true, accurate, current and complete.

    ii. Without undermining your obligation to comply with any Policies, you commit to ensure that none of your Seller Information nor any of your activities or use of the Site (including your use of your Storefront), will:

    i. be false, inaccurate or misleading;

    ii. be offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;

    iii. be in breach of any applicable law or regulation;

    iv. adversely affect our reputation or the Eve’s Market Online brand;

    v. create, or be likely to create, liability for us or cause us to lose (in whole or in part) the services of our internet service or other suppliers;

    vi. contain any Virus; and

    vii. cause the Site or the CMS or their functionality to be interrupted, damaged or impaired in any way.

    iii. You agree to:

    i. where applicable, state clearly on the relevant Product page that a Product is a personalised or specially-made Product, and/or that such Product requires Customer approval of proof prior to its production by you, and will display the relevant corresponding delivery times;

    ii. if a Product is a Non-Cancellable Product, state clearly on the relevant Product page that such product cannot be cancelled by the Customer; and

    iii. display your expected delivery times and postage and packing costs on the appropriate areas of your Storefront.

    iv. You will not include within your Storefront, on the CMS, any other place on the Site or in any other means of communication with the Customer:

    i. any direct or indirect link to other websites including your own website;

    ii. You may amend and update information about your Products displayed on the Site and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies.

G. Stock Information

     i. You agree to accurately display stock availability for all Products and to update such stock availability regularly using the ‘out of stock’ and ‘is available’ options on the CMS.

     ii. Where new stock for ‘out of stock’ Products is due to be available to the Customer within four weeks, you must state on your Storefront the date on which you expect that stock to become available.

    iii. Once the final piece of stock of any Product has been sold and will no longer be available, you must mark that item as discontinued on your Storefront.

    iv. You agree to remove Products from your Storefront that are awaiting stock for prolonged periods (four weeks or more) until they become available again.

    v. If a Customer places an order for an item which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, then we may charge you the Single Commission Fee on that order.

H. Pricing

    i. Your prices must be fully inclusive of all taxes and additional charges (including any VAT that may be chargeable by us if sales are deemed for VAT purposes to be made by us, and not by you, even if you are not VAT registered). The only exception to this is (i) customs duties and (ii) postage and packing which, if such postage and packaging charges apply in accordance with our Delivery & Fulfillment Policy, you must show these separately.

     ii. If you are VAT registered, you agree to set the VAT rate at the appropriate level which is currently applicable with respect to your Products or services.

    iii. You are solely responsible for ensuring that you fully comply with your current VAT registrations and accounting for VAT correctly in any country that you sell to.

    iv. You have complete discretion over how you wish to price your Products.

I. VAT Information

i. You agree to promptly provide us with any information that we may request from time to time in respect of the Products or services in order for us to properly account for VAT where applicable.  When you become aware that such information is no longer accurate, you will promptly provide us with updated information.  We will use this information as the basis for our understanding of the VAT obligations we have in respect of any sales, so it is important that such information is accurate.

ii. You will compensate us in full for any loss, cost, expense, damages or penalty arising from any errors or omissions in the information provided to us, or any failure to promptly update such information, in accordance with this Clause 4 I.

J. Product listing and categorisation

    i. You agree to upload your Product range and work cooperatively with our production team so that we are able to set your Storefront live on the Site within three (3) months of your paying the Joining/Listing Fee.

    ii. If you fail to comply with Clause 4Ii, we may suspend your membership and charge you a Re-activation Fee as detailed in Clause 16.G of these Conditions, or such other amount as may be notified to you from time to time. We will retain sole discretion as to whether to accept your request for re-activation.

    iii. The Service allows you to offer your Products on the Site as part of an ‘always on’ detailed electronic online catalogue containing categories and sub-categories, so that you may display each Product in the single most appropriate category, and with Product information, pictures and promotions uploaded by you.

    iv. You may apply for a Product to be featured in one or more online catalogue categories and an applicable fee to feauture your poduct or service will, therefore apply, and we will retain absolute discretion as to which category is the most appropriate for a given Product. Once the fee has been received, your product may be featured for a specific period of time!

    v. Subject to paragraph vi. of this Clause, a Product will be featured in no more than one category.

    vi. We may, in our absolute discretion and where relevant and appropriate, select a Product for inclusion in a second category.

    vii. You will ensure that a single Product may appear only once on your Storefront. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such.

    viii. You will ensure that each of your Product listings contains all the information required by a Customer to make a purchase, and that such information is wholly accurate. ‘Dummy’ box filling to circumnavigate required fields is not permitted.

    ix. You will not use keyword spamming (the use or placement of inappropriate keywords in a title or description to gain attention or divert users to another page) or similar techniques in Product listings.

    x. Subject to paragraph J of this clause, if you wish to promote the same Product(s) on the Site as another Seller, it will be solely yours and the relevant Sellers’ responsibility to resolve between yourselves any conflict, whether with regard to Intellectual Property Rights or otherwise, that arises in this respect. We will have no liability for any such scenario or any issues arising from it.

K. COMPLIANCE WITH OUR INSTRUCTIONS AND LAWS

    i. You agree to comply at all times with our reasonable instructions and all applicable laws and regulations including:

    i. EU competition laws;

    ii. all product safety and product marking laws and regulations, and Trading Standards requirements in respect of the manufacture, packaging, marking, certification (including, without limitation, CE marking) and delivery of the Products you sell;

    iii. all applicable modern slavery legislation;

and

    iv. all applicable bribery legislation.

    v. The following products are prohibited;

  • Tobacco, medical drugs or drug paraphernalia
  • Products of a pornographic nature
  • Illegal/banned substances or products, any item that promotes illegal activity.
  • Items that promote violence
  • Any item that promotes discrimination in any form.

    ii. In relation to your obligations under the Irish and EU competition laws, you agree not to exchange (or attempt to exchange) any commercially sensitive information, including information on any current or future commercial strategies, costs and/or pricing, with any other Seller.

    iii. In relation to compliance with all applicable bribery legislation, you agree to:

    i. not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Irish bribery legislation if such activity, practice or conduct had been carried out in the Republic of Ireland;

    ii. maintain in place throughout the Term (and enforce where appropriate) your own policies and procedures to ensure compliance with the Irish bribery legislation;

    iii. promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of these Conditions; and

    iv. ensure that you impose written terms on any sub-contractor connected with the matters arising under these Conditions which are at least equivalent to those imposed on you in this paragraph J.

    iv. Where required by applicable laws and regulations, appropriate instructions will be included with the Product to ensure the safe use of the Products.

     v. You agree to inform us as soon as possible upon becoming aware of any claim against us or you arising out of or in connection with any defect in your Products, or any failure by you to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.

    vi. You will compensate us in full for any and all liabilities, costs, expenses, fines, damages and losses (including any losses that are foreseeable, as explained below) we incur in connection with any claim envisaged under this Clause 4.K or paid or agreed to be paid by us in settlement of the claim and all legal or other expenses incurred by us in or about the defence or settlement of the claim. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was entered into, both parties knew it might happen, for example, if you discussed it with us during on-boarding. We will notify you in writing as soon as possible after becoming aware of the claim.

    vii. You agree to maintain at all times, at your own expense and with reputable insurers appropriate insurance in relation to your business. You will agree to, upon written or emailed request from us, provide us with any information we reasonably require concerning the scope of your insurance together with any relevant certificates confirming that it is in place.

    viii. You agree to comply with our reasonable instructions relating to any product recall and in any event we reserve the right to take immediate and exclusive conduct of the product recall on notice to you, in which case you will give us such assistance as we may reasonably require.

    ix. You will maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.

L. SUSPENSION OF SERVICE

We may immediately suspend or terminate your subscription and use of the Service in the event we reasonably believe or suspect that any Seller Information does not comply with the provisions of this clause.

5. WHERE YOU MAKE YOUR PRODUCTS AVAILABLE

A. To help us maintain our brand integrity and ensure we’re meeting customer expectations, we operate where each product is analyzed for the purposes of it complying with our policies and pre-approved by us before it goes live on the Site.

B. Any breach of this Clause 5 will be deemed a breach of these Conditions and we reserve the right to suspend the relevant Product from the Site for such period as the breach continues.

C. If you choose to mark a Product as “Exclusive” through the Site, that Product will, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an Exclusive basis, as defined in Clause 20 ‘Definitions’ of these Conditions.

6. ORDERS AND YOUR RELATIONSHIP WITH THE CUSTOMER

A. THE CONTRACT OF SALE

    i. You acknowledge and agree that following acceptance of an order through the CMS, such an acceptance is also deemed to be an irreversible instruction to us to conclude a contract of sale between the Seller and the Customer, which once given you cannot go back on. The contract of sale between you and us is concluded when we (acting as your commercial agent) send an order confirmation email to the Customer, and we have no responsibility for the performance of any such contract.

    ii. You acknowledge and agree that the terms and conditions relating to any such contract will comprise the Customer Terms, the email confirmation relating to the Customer’s order and the applicable details on the relevant Product page. You agree to be bound by all such provisions.

B. PROCESSING CUSTOMER ORDERS

    i. We will notify you by email of any order awaiting your acceptance. You acknowledge that we do not promise the reliability of email communications and you must check the CMS daily for alerts of new orders.

    ii. Following receipt of such notification you agree to, within a maximum of two (2) Working Days, and as a matter of best practice within twenty four (24) hours, confirm your acceptance or rejection of each and every order, using the CMS, and provide an estimated dispatch date. You will use your best efforts to accept every order.

    iii. Following acceptance of an order through the CMS, you agree to:

    a. fulfil the Customer order as soon as reasonably possible;

    b. confirm to the Customer the time and method of dispatch;

     c. dispatch the Customer order to ensure that it reaches the Customer within the timelines advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;

    d. notify the Customer promptly through the CMS at each of the following stages:

    i. receipt of order notification, with an estimated dispatch date;

    ii. dispatch of an order with an expected delivery date;

    iii. any enquiries relating to the order;

    iv. receipt of an item that has been returned to you; and

    v. processing of an exchange or refund.

    e. You agree to include with all orders the appropriate Eve’s Market Online co-branded dispatch letter, and such additional documentation or material as may be required and/or provided by us.

C. COMMUNICATION WITH CUSTOMERS

    i. You agree to ensure that any and all correspondence with any Customer will:

    a. be solely for the purposes of managing a Customer order;

    b. be via the CMS or, if that is not possible, then at all times include a reference to us;

    c. not include any reference to your own website,  other correspondence address or any other promotion of services outside those offered through or by us; and

d. be undertaken in accordance with the GDPR guidelines

Clause 6.C.

i. will include any material included with the dispatch of a Customer’s order. We will make relevant materials available to purchase on the CMS to help you to fulfil this obligation.

    iii. Any breach of these Clauses 6.C.i or 6.C.ii will constitute a significant breach of these Conditions for the purposes of Clause 1.B and, further, may constitute a breach of Data Protection Laws.

    iv. You agree to respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Working Day, and to advise us of any escalated unresolved Customer enquiries as soon as possible.

7. RETURNS, CHANGES AND REFUNDS

Following receipt of a request for a refund or return by a Customer (directly or via the Cancellation Form), you agree to initiate the refund directly in accordance with the Returns & Refunds Procedures, as displayed on the Site from time to time, and in accordance with the returns and refunds policy .

8. DELIVERY AND FULFILMENT

You agree at all times to comply with our delivery & fulfillment policy. For more info on these, you can gain more info by emailing us at [email protected]. Delivery charges will be calculated and presented to a Customer in accordance with our delivery and fulfilment procedures.

9. YOUR USE OF THE CMS

    i. You agree not to:

    a. use the CMS or Site beyond the scope of use set out in these Conditions and the GDPR guidelines.

    b. access the CMS unlawfully, modify or make derivative works based on the CMS nor attempt to reverse engineer or access the CMS with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the CMS. You acknowledge that damages may not provide an adequate remedy for breach of this clause and that we will be entitled to seek other legal remedies to prevent the occurrence or continuance of any alleged breach of this clause.

     ii. You agree that the Intellectual Property Rights in the CMS are owned exclusively by us and nothing in the Conditions will be deemed to confer any rights in the CMS to you.

10. YOUR BEHAVIOUR AND CONDUCT

You agree to conduct yourself at all times in your relations with us and our staff, Customers and other Sellers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any public or private channel be tolerated and we reserve the right to immediately suspend your Storefront and/or terminate the Agreement in the event of any breach by you of this clause.

11. INTELLECTUAL PROPERTY RIGHTS

B. Our Intellectual Property Rights

    i. You recognise that the Intellectual Property Rights in the Eve’s Market Online name, logo or branding are owned entirely by us, and agrees that you may only use the Eve’s Market(place) Online name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with our prior written consent.

    ii. All Intellectual Property Rights in the Service and in any Software and/or Documentation are and will remain our absolute property, or the property of our licensors as appropriate.

    iii. Any Intellectual Property Rights created by us in the course of the performance of these Conditions or otherwise in the provision of the Service will remain our property.

    iv. We grant you permission for the duration of the Term only to use any Software or Documentation for the sole purpose of accessing and using the Service. This permission doesn’t prevent us or any other third parties we chose to grant permission to from using the Software or Documentation. You cannot transfer this permission to anyone else and we can terminate our permission at any time. Nothing in these Conditions will be deemed to have given you permission or any other right to use any of our other Intellectual Property Rights.

    v. Where photographs or images of your Products are produced by us or our agents, any such images may not be used by you for any purpose other than for display on the Site or in printed material produced by us. We reserve the right to charge you a licence fee in respect of any use of such photographs or images in contravention of this clause.

    vi. You may not bid on the Site name, our brand or brand name, or variations of them, on Google or any other search engines.

C. INTELLECTUAL PROPERTY RIGHTS IN AND RELATING TO YOUR PRODUCTS

     i. You promise that:

    a. you are the legal owner of all of the Intellectual Property Rights in and relating to the Products or services (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that you provide or upload to the Site, and/or that you possess a valid permission to use any and all such Intellectual Property Rights;

    b. the making of Products or services available for sale on the Site, and consequent use of your Intellectual Property Rights by us as referred to in Clause 11Cii will not infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such Intellectual Property Rights; and

    c. all items offered for sale by you are not replica or design copies of any other brand, designer or manufacturer.

    ii. You permit us to access and use any content, including photos, that appear on your Storefront or in any other promotional material in our own editorial content or promotional activity relating to us, you, your business and Products.

    iii. You agree to compensate us in full for any and all damages, liabilities, costs, expenses and/or losses resulting from any breach of Clause 11Ci in respect of any claim that the normal operation, possession or use of those Intellectual Property Rights by us infringes a third party’s rights (“Intellectual Property Rights Infringement Claim”).

    iv. In the event of an Intellectual Property Rights Infringement Claim you will immediately make without any charge to us such alterations, modifications or adjustments to the Intellectual Property Rights as will be necessary to make them non-infringing.

    v. We will notify you as soon as possible if we become aware of any Intellectual Property Rights Infringement Claim by a third party.

    vi. We will be entitled to take sole conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim and may settle or compromise such claim or action at our sole discretion. You agree to give us such assistance as we will reasonably require in respect of the conduct of such defence including with all court procedures and the provision of all relevant documents.

    vii. At our request, you agree to take the conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim. You agree not to, at any time, admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon our express written instructions.

D. USE OF YOUR INFORMATION

You grant to us permission to use, license, disclose and distribute any information (including Seller Information), data, comments or images provided by you to us for any purpose (including disclosing information to third party service providers so that they can contact you directly about their products and/or services). This permission is an ongoing permission that you cannot revoke or charge us money for and we can exercise this permission throughout the world. You agree that you have now given up your rights to be acknowledged as the author of your Seller Information and to object to the use, in whatever form, of your Seller Information by us.

E. SURVIVAL OF TERMINATION

This Clause 11 will survive termination or expiry of these Conditions regardless of how they come to an end.