These terms and conditions (we refer to them as the "Conditions") together with the Brand Terms Confirmation set out the legally binding agreement (we refer to this as the "Agreement") between you ("you"), when you sell goods via the Site, and The Design Buzz trading name of Amatra Limited of 4b Lonsdale Road, London, United Kingdom ("we", "us").
It is important that you read and understand these Conditions before agreeing to them.
We may update the Agreement (including the Charges) from time to time. We will notify you by email of any proposed changes if these are material. Except in the limited situations described below, the proposed changes will not apply until at least 15 (fifteen) days from the date on which we notify you about them (and we will set out the date that the changes will apply from in the relevant notification).
Whenever we notify you of a proposed change to the Agreement, you will have the right to terminate the Agreement before expiry of the applicable notice period. If you do wish to terminate and let us know during that period, termination will then take effect 15 (fifteen) days from your receipt of the notification. You may also choose to give up your right to terminate by either letting us know in writing, or by taking a clear affirmative action.
The minimum 15 (fifteen) day notice period above will not apply though where:
- 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
- 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
The Term will start after we have approved to have you as a supplier and will continue until terminated (the "Term").
We both have the right to terminate the Agreement by simply giving the other party at least 30 (thirty) days' written notice.
We reserve the right to revise or alter the Service. Any variation in the Service will be subject to these Conditions.
The Site provides a platform to allow us to offer and sell your Products directly to Customers.
3. YOUR OBLIGATIONS – WHAT YOU PROMISE
You promise that your business is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) and you provide us with the incorporation documents.
You promise to provide the identification details required as part of the onboarding you as a supplier. If you want to change the details we hold about your business you agree to provide us with a screen shot 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.
For UK suppliers you agree to keep your account details up-to-date throughout your use of the Service. HMRC 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 account information has been updated.
4. SELLER AND PRODUCT INFORMATION
You agree to ensure that all Seller Information provided about you and the Products including pictures remains true, accurate, current and complete and that none of your products are false, inaccurate or misleading.
UK & EU
Your prices must be fully inclusive of all taxes, additional charges and packaging.
If you are VAT registered, you agree to set the VAT rate at the level which is currently in force in the UK with respect to your Products.
You are solely responsible for ensuring that you fully comply with current VAT regulations and accounting for VAT correctly.
For international orders you must ensure the pricing includes packaging.
6. PRODUCT LISTING
You agree to send us your Product range and work cooperatively with our production team so that we are able to list your Products on the Site.
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.
If any products become unavailable, or there are adjustments to the price, you must notify us immediately.
7. COMPLIANCE WITH OUR INSTRUCTIONS AND LAWS
You agree to comply at all times with our reasonable instructions and all applicable laws and regulations including competition laws, 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.
You will maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.
You will be responsible for any liability caused as a result in the default of one of your products and you ensure that your products meet all the applicable Health & Safety laws.
8. THE CONTRACT OF SALE
We will purchase the goods directly from you and the contract will be concluded on the confirmation of the order from us and will be between yourselves and us.
9. PROCESSING ORDERS / SERVICE LEVEL AGREEMENT
We will notify you by email of any order awaiting your acceptance. You must check your emails daily for new orders. 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 and provide an estimated dispatch date.
Following acceptance of an order, you agree to (non ex-works):
- Dispatch the order to ensure that it reaches the Customer within the timelines advertised on the relevant product page. If this cannot be done you must contact us immediately.
- Confirm to ourselves the method of dispatch and tracking numbers which we will communicate to the Customer.
- You agree to include with all orders the appropriate The Design Buzz branded dispatch letter, and such additional documentation or material as may be required and/or provided by us.
Following acceptance of an order, you agree to (ex-works):
- Prepare order for shipping. Packing must be done to a high standard to avoid damage in transit.
- Confirm to ourselves when the package is ready to collect.
- You agree to include with all orders the appropriate The Design Buzz branded dispatch letter, and such additional documentation or material as may be required and/or provided by us.
10. COMMUNICATION WITH CUSTOMERS
You agree to ensure that you will not make any attempt to contact customers directly and you will not include any reference to your own website, email address, other correspondence address or any other promotion of services outside those offered through or by us.
11. RETURNS, CHANGES AND REFUNDS
Following receipt of a request for a refund or return by a Customer, you agree to follow our Returns & Refunds Policy set out on our website (https://www.thedesignbuzz.com/pages/returns-refunds).
12. 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 terminate the Agreement in the event of any breach by you of this clause.
13. INTELLECTUAL PROPERTY RIGHTS
You recognise that the Intellectual Property Rights in the The Design Buzz name, logo or branding are owned entirely by us, and agrees that you may only use the The Design Buzz 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.
All Intellectual Property Rights in the Service will remain our absolute property, or the property of our licensors as appropriate.
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.
You may not bid on the Site name, our brand or brand name, or variations of them, on Google or any other search engines.
14. INTELLECTUAL PROPERTY RIGHTS IN AND RELATING TO YOUR PRODUCTS
You promise that:
- you are the legal owner of all of the Intellectual Property Rights in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that you provide or upload to the Site, and/or that you possess a valid permission to use any and all such Intellectual Property Rights; and
- all items offered for sale by you are not replica or design copies of any other brand, designer or manufacturer.
You permit us to access and use any content, including photos, that appear on the Products or in any other promotional material in our own editorial content or promotional activity relating to us, you, your business and Products.
You agree to compensate us in full for any and all damages, liabilities, costs, expenses and/or losses resulting from any breach o this clause 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.
15. DATA PROTECTION
We will both comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, yours or our obligations under the Data Protection Legislation.
We both acknowledge that for the purposes of the Data Protection Legislation, we are the data controller and you are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). You will process such Personal Data relating to a Customer as may be shared with you when such Customer purchases a Product from you through the Site. You will carry out processing of Personal Data of such Customer solely to the extent, and for such period, as is necessary for the purposes of fulfilling the relevant order of the Product by the Customer.
You agree to compensate us in full for any and all liabilities, costs, expenses, fines, damages and losses (including any foreseeable losses) we incur in connection with any claim arising out of, this clause 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. We will notify you in writing as soon as possible after becoming aware of the claim. This clause will survive termination or expiry of these Conditions however they come to an end.
16. MARKETING AND PROMOTIONS
From time to time we may run promotions on all or part of the Site. Any such promotions may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the Site. We will, where relevant and applicable to you and/or your Products, inform you of the nature and terms of any promotion and, at our sole discretion:
- we will bear the costs of any such promotion; or
- where we require you to bear the costs of any promotion, you will inform us in writing whether or not you wish to participate in the relevant promotion.
You will permit, comply and co-operate with all activities undertaken by us to promote, sell or market your Products, in the form of pictures, text, videos and promotion on social media as we in our sole discretion deem appropriate, whether directly through the Site or the Site, through any offline publications produced by us, or through websites or offline publications not produced, owned or operated by us.
We will inform you of the Products sold and you will submit us an invoice for the products. Such invoice shall include the agreed price for the products and include VAT where appropriate.
Payment will be made to you within 30 days of the customer receiving the order.
The parties agree that they will keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, you authorise us (including our employees, agents and contractors) to hold and process Seller Information.
The obligations of confidentiality under the Conditions will not extend to any matter which either party can show:
- is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;
- was lawfully in the possession of the recipient before the disclosure under the Conditions took place;
- was independently disclosed to it by a third party entitled to disclose the same; or
- is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
The obligations of confidentiality under the Conditions will remain in effect for two (2) years after the termination or expiry of the Conditions, however they come to an end.
19. EXCLUSION AND LIMITATION OF LIABILITY (PLEASE READ THIS SECTION CAREFULLY)
Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
Subject to the above, our total liability to you if we fail to comply with the Agreement will be limited in aggregate to a maximum of £10,000.
Subject to the above, we will not be liable to you for any loss of profit or other economic loss, foreseeable losses, costs, expenses or other claims for foreseeable compensation or loss or damage that arise in connection with the Conditions, or for any liability incurred by you to a Customer, or to any other person, whether arising from the provision of the Service or otherwise.
No term of these Conditions will be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor of either party). Nothing in this clause excludes our rights when acting as your payment agent.
We reserve the right to suspend or to cancel our obligations under these Conditions in whole or in part (without liability) if we are prevented from or delayed in the carrying on of our business and our obligations under the Conditions due to circumstances beyond our reasonable control, including acts of God, fire, flood, lightning, epidemic, pandemic, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of our own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond our reasonable control continues for a continuous period of more than 30 days, either party will be entitled to give notice in writing to the other to terminate the Agreement.
If either party does not make a claim in respect of any breach of the Conditions, or delay in enforcing any breach, this will not prevent the subsequent enforcement of that breach and the relevant party will not be deemed to have given up the right to enforce any subsequent breach of that or any other provision.
If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same will be deemed omitted from the Conditions and the validity and/or enforceability of the remaining provisions of the Conditions will not in any way be affected or impaired as a result of that omission.
Notices given under the Conditions must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in our case, our registered address, or any alternative address we notify to you in accordance with this provision; or any alternative address you notify to us in accordance with this provision.
Notices may be validly served by email provided that, to be effective, such email is sent to the email address most recently provided by the addressee to the sender of the relevant notice.
Our relationship (including our employees) to you will be that of an independent contractor and nothing in the Conditions will render us (nor our personnel) as an employee, worker, any other form of agent, or partner of yours or of any Customer's. Except where an express provision in these Conditions states to the contrary or at our reasonable discretion, neither party will have any right or authority to, and will not do or say anything on behalf of the other party or bind the party in any way.
The Agreement, and any documents referred to in it, constitute the entire agreement between us and supersede and extinguish all previous drafts, arrangements, understandings or agreements between us, whether written or oral, relating to the subject matter of the Agreement.
Each party acknowledges that in entering into the Agreement it does not rely on, and will have no remedies in respect of, any representation or promise (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that its only liability in respect of those representations and promises that are set out in the Agreement (whether made innocently or negligently) will be for breach of contract.
Nothing in this clause will limit or exclude any liability for fraud.
The Agreement and any non-contractual obligations relating to or arising under these Conditions will be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.
Please contact us at firstname.lastname@example.org if you have any complaints.
DEFINITIONS AND INTERPRETATION
In these Conditions, the following words will have the following meanings only and will not affect the interpretation or construction of the Conditions:
"Agreement" means these Conditions and the other The Design Buzz documents that we refer to within them.
"Brand Terms Confirmation Form" means the form which is sent to you as part of the onboarding and which forms part of this contract and contains the main commercial terms;
"Conditions" means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions;
"Confidential Information" means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party;
"Customer" means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from you through the Site;
"Data Protection Legislation" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) EU Regulation 2016/679 ("GDPR"); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 ("DPA") and (to the extent in force) the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 ("UK GDPR")); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and (iv) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with all of the legislation outlined above; in each case, as updated, amended or replaced from time to time.
"Intellectual Property Rights" means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;
"the design buzz", "our", "us", "we" means The Design Buzz trading name and part of Amatra Limited (a company incorporated and registered in England and Wales with company number 11849350) whose registered office is at: 4b Lonsdale Road, London, United Kingdom, NW6 6RD;
"Personal Data" has the meaning given to it in the Data Protection Legislation;
"Products" means the goods, services, digital content or information that you wish to promote and sell through the Site;
"Product Page" means the particular web page on which an individual Product is displayed and the relevant information relating to that Product is provided;
"Seller" means a person whose application to the Site has been accepted by us, and who sells its Products through the Site, including you;
"Seller Information" means information, data or content provided by you in any form or medium, whether or not such information is owned by you, contained in the Brand Confirmation Form, or given by you to us for whatever purpose, whether directly or on the your behalf;
"Service" means the Site and other services we provide, as further described in these Conditions;
"Site" means the online marketplace we provide at https://www.thedesignbuzz.com/ or such other worldwide web address that we in our sole discretion select as a replacement to facilitate the promotion and sale of your Products;
"Working Day" means any day other than a Saturday or Sunday on which banks are open for business in London.
Last updated: 15th July 2021