THIS AGREEMENT sets out the terms and conditions in relation to your Advertising with Us on Our Website or through our App, the services We will provide and the terms on which you may place adverts with Us.
This Agreement must be read in conjunction with our App Terms, General Website User Terms, Privacy and Cookies Policy (Our Policies”).
A We provide an online market place to connect buyers and sellers of goods.
B You confirm and warrant that you are acting as a trader i.e. that you are acting in the course of a business or trade and are not an individual.
C The Customer is a business or consumer who uses the Website to purchase goods from the Seller.
D The parties have agreed that We will allow the Seller to use our Website and App to submit advertisements and the Seller will place advertisements in accordance with these terms and conditions.
E At no time will a contract come into existence as between Us and the Customer. Any contract formed with the Customer will be solely between the Seller and the Customer.
F. You must be over the age of 18 to open an Account with Us.
1 Definitions and interpretation
1.1 In this Agreement, unless the context requires otherwise:
Account means the Advertising account that you set up on our Website or App.
Advertising means your placing for sale goods on the Website.
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date means the date of this Agreement;
Commission means the amount We will charge the Seller and the Seller agrees to pay Us. VAT is payable on all Commission payments at the applicable rate.
Customer means an individual or consumer requesting information or the purchaser of goods from the Seller;
Force Majeure means an event or sequence of events beyond reasonable control preventing the Seller or Us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;
Good Practice means, in relation to the goods advertised and sold, that the Seller will comply with all applicable laws in relation to the selling of goods and with the British Code of Advertising Practice.
Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Operating rules means the rules (as amended from time to time) that affect the Seller’s use of the Services;
Security Device means the Seller’s account codes or numbers, passwords and other security devices as may be agreed from time to time between Us and the Seller;
Seller means you/your, acting in the course of a business.
Services means, as the context permits, the Services that We have agreed to provide pursuant to the terms of this Agreement;
Stripe means our payment processing agent.
VAT means value added tax, as defined by the Value Added Tax Act 1994.
We/Us/Our means SNAPSHOP LIMITED, a company registered in England with company number 10412053 whose registered office is at 186-192 High Road, Ilford, Essex IG1 1LR. Email: [email protected]
Website means http://www.snapshop.me
1.2 This Agreement is to be interpreted in accordance with the following:
1.2.1 each gender includes the others and the singular includes the plural and vice versa;
1.2.2 references to clauses or schedules are to clauses or schedules of this Agreement;
1.2.3 references to this Agreement include its schedule and appendices and any Orders;
1.2.4 ‘including’ means including without limitation and general words are not limited by example;
1.2.5 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
1.2.6 clause headings do not affect the interpretation of this Agreement;
1.2.7 a reference to a statute or a statutory provision is a reference to it as in force as at the date of this Agreement or amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this Agreement;
1.2.8 a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;
1.2.9 references to time will mean London time, unless otherwise stated;
1.2.10 ‘in writing’ means communication by letter or fax or email and written will be interpreted accordingly;
1.2.11 references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and
1.2.12 reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;
1.2.13 references to a Party or Parties means the Us and the Seller
2 Supply of Services
2.1 This Agreement commences on the Commencement Date and will expire:
2.1.1 Upon the Seller adjusting the settings in their Account; or
2.1.2 Upon Our giving 1 months’ notice to the Seller that the Seller’s Accounts is to be closed (which can be done at our absolute discretion); or
2.1.2 Upon our immediate suspension or closure of the Seller’s Account due to any breach of the terms of this Agreement or any of the other policies and documents referred to in this Agreement.
2.2 During the Term, We agree to supply our Services and the Seller agrees to pay the relevant Commission on the terms set out in this Agreement. The procedure for setting up an Account is set out in clause 3.
2.3 During the Term and at the expiry of the Term We hereby grant the Seller a non-exclusive, non-transferable license to use the Website and App solely for the purpose of accessing and using the Service in accordance with the terms of the Agreement and nor no other purpose whatsoever.
2.4 At the expiry of the Term any non-disputed available balance will be deposited into the Seller’s bank account.
2.5 We only act as a disclosed agent for the Seller regarding the sale of the Seller’s goods to Customers. For the sake of clarity, the Seller understands that the relationship between us and the Seller hereunder is not subject to the scope of the Commercial Agents (Council Directive) Regulations 1993 (as amended) or any similar law or regulation applicable to commercial agents, and no compensation and/or indemnity shall be payable by the Seller to us in respect thereof in the event of expiration of termination of this agreement.
3.1 Upon completion of an account request Form, we will provide you with an Account in order that you may place Advertisements on our Website and you will be required to open an account with our Processing Agent – see Clause 7.
3.2 The submission of an account request form will constitute an offer by the Seller to use the Services on the terms of this Agreement.
3.3 We may accept or reject an account request at our discretion. An account request will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
3.3.1 Our written acceptance of the request;
And during this process, we will inform you of the level of Commission that will apply to your Account and your continued use of the Account confirms your acceptance of the level of Commission that will be applied.
3.3.2 Our supplying the Services or notifying the Seller that we have commenced supply of the Services (as the case may be).
3.4 Rejection by Us of an account request, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by the Seller.
4 Delivery of Services
4.1 Once an account request has been accepted, the Seller will usually be able to place Advertisements within 24 hours but time is not of the essence.
4.2 If the Seller breaches any of the terms of this agreement We may at a sole discretion:
4.2.1 terminate this Agreement;
4.2.2 Refuse to accept any subsequent account requests from the Seller;
4.2.3 recover from the Seller all losses, damages, costs and expenses incurred by Us arising from the Seller’s default.
4.3 We will not be liable for any delay in or failure of delivery to the extent caused by:
4.3.1 the Seller’s failure to: (i) provide us necessary information to provide our Services, (ii) provide Us with adequate instructions for supply or otherwise relating to the Services; or
4.3.2 an event of Force Majeure.
4.4 We are not liable for any error, misprint or non-appearance of an advertisement unless caused by our negligence, in which case the Seller will be entitled to a re-insertion of the advert. The Seller is solely responsible for checking the advertisement on each insertion. Except where we have been negligent, we shall not be liable for the repetition of an error which is not notified to us in time for correction. Nor are we liable for an error or misprint that, in our reasonable opinion, does not materially detract from the advertisement. We shall not be liable in any case for losses relating to any business or public fund-raising of the Seller, such as lost customers, revenue or profit.
4.9 Advertisements are accepted on condition that we have the right to publish and distribute them and all information set out in them in all editions in any form or medium, including online and digital facsimile and any form of social media. The copyright in work or material we contribute to or re-work for an advertisement belongs to us. We will dispose of Seller’s copy, artwork, photographs or other materials after six months unless collected.
5.1 The Services delivered by Us will be supplied with reasonable skill and care.
5.2 We will not be liable for any failure of the Services to comply with clause 5.1:
5.2.1 where such failure arises by reason of the Seller’s wilful damage or negligence;
5.2.2 to the extent caused by the Seller’s failure to comply with the Our reasonable instructions as to: (i) use or benefit from the Services, or (ii) good practice in relation to use or benefit from the Services;
5.2.3 to the extent caused by the Us following any specific requirement of the Seller in relation to the Services;
5.2.4 to the extend caused by Our changing the our host server.
5.3 We will comply with all UK applicable laws, standards and good industry practice in the supply and delivery of the Services.
5.4 The Seller warrants that it will;
5.4.1 Ensure that it complies with all statutory requirements relating to the provision of goods and/or services pursuant to English Law including (but not limited to) the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and any other information which it is obliged to give consumers under UK law and that all goods sold, whether being sold from the UK or anywhere else worldwide, the Seller will comply with a Customer’s legal rights to buy goods as required by the laws of the United Kingdom. This means that all goods sold on the Website must be of satisfactory quality, fit for purpose and meet any description given by them (as set out in the Consumer Rights Act 2015).
5.4.2 Ensure that Customers are fully aware of the Seller’s own terms and conditions, opening times, pricing of any goods supplied, returns, complaints procedure etc.
5.4.3 Ensure that it complies with all Codes of Practice including Codes of Conduct laid down by the British Code of Advertising Practice.
5.4.4 Read the terms and conditions from time to time that apply to the Customer’s use of the Website and App so that it remains fully aware of what terms the Customer are entering when using the Website and App, and our Policies.
5.4.5 to notify Us promptly of any unauthorised use of the Seller’s account details or the Website;
5.4.6 Make it clear in any advertising material that the advertisement has been placed by the Seller acting in the course of a trade or business;
5.4.7 to be solely responsible for providing and maintaining all computer equipment and software necessary for the Seller to access the Service
5.4.8 to be solely responsible for any data, information or advertising material submitted by the Seller on our Website or to Us in connection with the Service;
5.4.9 The Seller shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which it is required to obtain.
5.4.10 To ensure that all information that the Seller passes to US to put in the Website or App or makes available via the Website or App for Customers is true and accurate and that if further confirms that: i) the publication of the advertisement will not breach any contract, infringe the copyright, trademark or other right of any third party and is not libelous of any person; ii) all licences and consents from third parties necessary for the publication of the advertisement have been obtained and paid for, including consent from living persons identified in copy or pictures (photographic or otherwise); iii) the advertisement does not unlawfully discriminate on grounds of age, sex, race or religion; iv) the advertisement is not promoting illegal goods and/or services; v) in respect of a financial advertisement (including insurance), the contents have been approved by, or the advertiser is, an authorised person within the meaning of the Financial Services and Markets Act 2000 as may be amended or replaced, or the advertisement is otherwise permitted under that Act; vi) in respect of credit or hire advertisements, the contents comply with the Consumer Credit (Advertisements)(Amendment) Regulations 2007, as may be amended or replaced; vii) a Seller using a third party service provider shall be solely responsible for ensuring the accuracy of copy and the timeliness of its delivery.
5.4.11 Be fully responsible for all national, local and other reporting laws, obligations etc. that apply to the Seller when acting in a course of a business and for the postage of goods.
5.4.12 It is the Seller’s responsibility to account for and remit any value added tax (and other national or local tax) due on any sales or profits made by the Seller’s use of the Website to the appropriate tax authority. We shall not be liable for the Seller’s failure to remit any taxes due on the sale of goods by the Seller due on the sale of goods to Customers.
5.4.12 That all prices advertised on the Website and App will be shown in GBP (£) or Euro (€) and the Seller will clearly state the Country from which the goods are being sold, and state whether the price includes (or excludes) any VAT or other taxes and charges, and where such VAT or other taxes are charges are due, these must be clearly displayed.
6.1 The amount of Commission to be paid to Us by the Seller will be dependent upon the items it is selling on the Website and the App.
The Seller will pay to us for each item sold via the Website or App at the level of the Commission that has been agreed, such commission to be based on the gross sale price.
6.3 We reserve the right to change the commission rate upon our giving of 1 month’s written notice to the Seller.
6.4 The Commission referred to in this Clause 6 are exclusive of VAT (or equivalent sales tax) which will be added at the prevailing rate at the date of payment.
6.5 The Seller will pay any applicable VAT (or equivalent sales tax) to Us on receipt of a valid VAT invoice.
7.1 All payments made to Us will be made using Stripe and by accepting these Terms you agree to be bound by all of the terms and conditions set out by Stripe – see below.
7.2 All payments due to Us will be deducted directly from payments that we are due to make to the Seller whether those payments are for commission due, or any other monies due to Us.
7.3 We use Stripe as payment gateway. When creating an Account, the Seller will automatically be sent to Stripe’s website to setup a Stripe account, if the Seller already has an existing account this can be connected. The Stripe account allows for Us to send payments direct to the Seller’s bank account for all sales made using our Services. When a Customer purchases a Sellers product using our Services, the payment will be credited to the Seller’s payment Account and, using Stripe as payment agent We will deposit those funds into a Seller’s designated bank account. Payments are made every 2 days unless otherwise agreed and all security checks are handled directly by Stripe.
7.4 Our Payment Account is only available to Sellers who register and are approved for a Stripe Account.
7.5 All Sellers will have to accept Stripes terms and conditions which can be found here. It is important that you read these terms as they form part of this Agreement with Us. Sellers should fully familiarize themselves with Stripe terms and conditions, and be aware of the monthly account fees, processing and administrative fees charged by Stripe based on the Seller’s usage of the Stripe account – all fees can be found at https://stripe.com/gb/connect/
7.6 By accepting Stripe’s terms and conditions, Sellers will be bound by the Stripe Dispute Resolution terms- https://stripe.com/docs/
7.7 Where a Customer returns an item to the Seller pursuant to the Customer’s legal rights to a cancellation period, we will return to the Seller any Commission paid for those goods, but the Seller will still be liable for any charges and fees due to Stripe for use of the Stripe account relating to those goods. Currently Stripe’s agreement with SnapShop is to refund the seller it’s credit card charges on refunds. However, Stripe reserves the right to change this policy. SnapShop is not responsible for any changes to Stripe’s policies.
7.7 All Sellers appoint Us as its agent for the limited purpose of receiving, holding and settling payments to Sellers. We will settle payments that are actually received by Us, less any amounts owed to Us and subject to these Terms. You agree that a Customer payment received by Us, on your behalf, satisfies the Customers obligations to make payment to you, regardless of whether We actually settle such payment to you. If We do not settle any such payments as described in these Terms, a Seller will have recourse only against Us and not the Customer.
8 Limitation of liability
8.1 Neither party to this Agreement limits or excludes its liability for:
8.1.1 death or personal injury caused by negligence; or
8.1.2 fraud or fraudulent misrepresentation; or
8.2 Without prejudice to clause 8.1 Our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the amount of commission received from the Seller in the previous 3 months, or a maximum of £100, whichever is the lowest.
8.3 Without prejudice to clause 8.1, the Sellers total aggregate liability under or in connection with this Agreement, will not be limited.
8.4 Without prejudice to clause 8.1 We will not be liable to the Seller for any:
8.4.1 loss of profits or revenues; or
8.4.2 loss of, or damage to, data or information systems; or
8.4.3 loss of contract or business opportunities; or
8.4.4 loss of anticipated savings; or
8.4.5 loss of goodwill; or
8.4.6 any indirect, special or consequential loss or damage.
9.1 The Seller will indemnify Us and hold Us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:
9.1.1 that the Seller is in breach of any applicable laws as a result of any act or omission of the Advertiser;
9.1.2 made against Us by a third party (including a Customer) arising from any defect in the goods sold by the Seller or by the Seller’s breach of this Agreement;
9.2.3 is in breach of the Advertising Code of Conduct.
each being a Claim.
9.2 In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:
9.2.1 notify the other in writing as soon as reasonably practicable;
9.2.2 not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);
9.2.3 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and
9.2.4 provide each other with all reasonable assistance in relation to the Claim (at the Seller’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
10 Termination –
10.1 During the Term this Agreement may be terminated:
10.1.1 By Us where there is a breach of this Agreement by Our giving not less than 2 Business Days’ notice in writing to the Seller where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 1 Business Days of receiving written notice to do so; or
10.1.2 by the Seller changing the Account settings via the Website.
10.2 The following clauses of this Agreement will survive termination, howsoever caused:
clause 8 (limitation of liability);
clause 9 (indemnity);
clause 10 (termination);
clause 14 (general);
clause 16 (governing law and jurisdiction),
together with any other provision of this Agreement which expressly or by implication is intended to survive termination.
11 Confidential information
11.1 Each party undertakes that it will keep any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any Customer.
11.2 A party may:
11.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 11 as if it were a party;
11.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
11.2.3 use Confidential Information only to perform any obligations under this Agreement.
11.3 Each Party recognises that any breach or threatened breach of this clause 11 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
12 Dispute resolution
12.1 The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement within 14 Business Days of either party notifying the other of the dispute and such efforts will involve the escalation of the dispute to the senior management of each party.
12.2 Nothing in this dispute resolution procedure will prevent the parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.
12.3 If the dispute cannot be resolve then We may consider but are not bound to use an Alternative Dispute Resolution Service.
12.4 The obligations of the parties under this Agreement will not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and each party, its subcontractors and their Representatives will comply fully with the requirements of this Agreement at all times.
12.5 For any disputes relating to payments these will be handled directly by Stripe https://stripe.com/docs/
13 Force Majeure
13.1 A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
13.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
13.1.2 uses reasonable endeavours to minimise the effects of that event.
13.2 If, due to Force Majeure, a party:
13.2.1 is or will be unable to perform a material obligation; or
13.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 calendar days then the other party may terminate the Agreement on immediate written notice.
13.3 For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.
14.1 Compliance with law
Each party will comply and will (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its representatives will comply with all applicable laws and regulations, provided that neither party will be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or that party’s Representatives.
The Seller must pay all sums that it owes Us under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
14.3 No partnership or agency
The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party’s behalf.
No variation of this Agreement will be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.
14.6.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.
14.6.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.
14.6.3 A waiver of any term, provision, condition or breach of this Agreement will only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.
14.7.1 Any notice given by a Party under this Agreement will:
(a) be in writing and in English;
(b) be sent to the relevant party at the address set out in the Order or, if sent by fax or email, to a fax number or email address nominated by the parties.
14.7.2 Notices may be given, and are deemed received 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.
14.7.3 All references to time are to the local time at the place of deemed receipt.
14.7.4 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
14.8 Conflict within an agreement
If there is a conflict between the terms of this Agreement and the terms of an Order, the terms of this Agreement will prevail.
14.9.1. Subject to clause 14.9.2, neither party may assign, transfer, or deal in any other manner with any or all of its rights under this Agreement (each an assignment) without the prior written consent of the other party.
14.9.2 We may sub-contract in any manner any or all of its obligations under this Agreement.
14.9.3 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.10 Rights of third parties
No person other than a Party to this Agreement will have any right to enforce any of its provisions.
15 Entire agreement
15.1 The Parties agree that this Agreement (and the Policies referred to herein) and any Orders made under it constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.
15.2 Each Party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out or referred to in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation.
16 Governing law and jurisdiction
16.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.
16.2 The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
17. Promotions and Offers
17.1 Any promotion codes that we may advertise on the Website or App from time to time:
17.2.1 can only be redeemed for that specific promotional code;
17.2.2 must be redeemed by the date stated on the promotional code.
17.1.3 will not be extended to any further Term unless specifically agreed by Us in writing.
18. Third Party Services
18.1 We have engaged third-party service providers to perform many of the services related to payment processing, including card processing, currency exchange, identity verification, fraud analysis and regulatory compliance. We are partners with Stripe, PayPal, and other licensed payment processors to facilitate card payments and other payments and the disbursement of funds to Sellers. We may share your personal or transactional information with those third-party service providers when it’s necessary to process payments.
18.2 By using a third-party service, you may also be subject to an agreement with the third-party. For example, PayPal is a third-party service provided by PayPal Holdings, Inc. and is subject to the PayPal User Agreement. Apple Pay is a third-party service provided by Apple Inc. and is subject to the Apple Pay Terms and Conditions.
18.3 If We receive notice that a Seller’s content or activity violates a third party’s service agreement, We may at our sole discretion take action against your Account to comply with their policies. Such actions may include cancelling a transaction, disabling listings, suspending your Account and our Services and removing certain payment methods.