These are our seller terms & conditions, which will be effective from February 1st, 2017.
a.These terms and conditions (the “T&Cs”) apply between you as a seller (the “Seller”) and Emma and Louise Limited (“E&L”), in connection with the provision of the Service by E&L to the Seller.
b. E&L shall be entitled to amend the T&Cs from time to time by posting such amended versions of them on the E&L Website. The Seller acknowledges that it is its responsibility for checking the E&L Website on a regular basis to be aware of any changes to the T&Cs.
2. DEFINITIONS AND INTERPRETATION
In these T&Cs, the following words shall have the following meanings only and shall not affect the interpretation or construction of the T&Cs:
“Cancellable Product” means any Product other than a Non-Cancellable Product;
“Charges” means the charges detailed in the User Agreement and / or notified to you by E&L in writing;
“CMS” means the content management system provided by E&L and/or its agents and partners to each Seller for management of its Storefront and associated transactions;
“Commission Fee” has the meaning given to that term in the User Agreement;
“Customer” means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from the Seller through the E&L Website;
“Customer Feedback” means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by the Seller in respect of a particular transaction with that Customer (including in respect of any communications with the Seller), which may include any opinions about the Seller;
“Dropship Terms” means the delivery and fulfilment policy set out in the Seller’s Terms which relates to the provision of goods by direct delivery from the Seller to the Customer;
“Documentation” means any user guide, information or other material provided by E&L to prospective or existing Sellers, in hard copy or electronic form, relating to the Service;
“Exclusive” means the sale of a Product on the E&L Website only, and not through any other online or offline channel, including the Seller’s own website (if applicable).
“IPR” means all the intellectual property rights conferred by the law of any relevant jurisdiction in the world (including by statute, common law, civil law, equity or otherwise) as amended or re-enacted 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;
“Joining Fee” has the meaning ascribed to that term in the User Agreement;
“Non-Cancellable Product” has the meaning given to that term in Clause 8(f)(i) of these T&Cs;
“E&L” means Emma and Louise Limited, a company incorporated in England & Wales (Company No 10475872) and whose registered office is at c/o Griffin Stone Moscrop & Co., 21-27 Lamb’s Conduit Street, London WC1N 3GS;
“E&L Website” means www.emmaandlouise.com or such other worldwide web address that E&L in its sole discretion selects as a replacement;
“Electronic Payment Service” means Stripe or such another electronic paymet service chosen by E&L in its sole discretion from time to time;
“Party” means the Seller and/or E&L;
“Products” means the goods, services or information that Sellers wish to promote and sell through the E&L Website;
“Product Page” means the particular web page on the Seller’s Storefront on which an individual Product is displayed and the relevant information relating to that Product is provided;
“Refund Fee” has the meaning given to that term in the User Agreement;
“Renewal Date” means the date specified as such the in the User Agreement;
“Response” means a response by the Seller to any Customer Feedback;
“Returns Procedures” means the returns and refunds procedures set out in Clause 8 (Returns and Refunds) of these T&Cs as the same may be updated by E&L from time to time and/or the returns and refunds procedures set out in the Seller’s Terms;
“Seller” means a person who has entered into a User Agreement with E&L and who sells its Products through the E&L Website;
“Seller Information” means information, data or content provided by the Seller in any form or medium, whether or not such information is owned by the Seller, contained in the User Agreement, uploaded to the Seller’s Storefront or given by the Seller to E&L for whatever purpose, whether directly or on the Seller’s behalf;
“Seller’s Terms” means the terms and conditions relating to a Customer’s purchase of a Product as specified by the Seller on the Seller’s Storefront;
“Service” means the E&L Website and other services provided by E&L, as further described in these T&Cs;
“Software” means software required to provide the Services and/or run the E&L Website;
“Start Date” means the date specified as such the in the User Agreement;
“Storefront” means an area of the E&L Website dedicated for use by the Seller to promote itself and its Products;
“Term” means either: (a) a period of twelve months, unless another period is agreed in writing by E&L, from the Start Date; or (b) the period specified in connection with a subsequent Renewal Date;
“User Agreement” means the agreement between E&L and the Seller pursuant to which E&L provides the Services to the Seller; and
“Virus” means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer, network or website or to intercept or access without authority or expropriate any system, information or data; and
In these T&Cs the rules of interpretation contained in Clause 2.2 of the User Agreement shall apply to the construction of these T&Cs.
3. TERM AND TERMINATION
a. E&L may immediately suspend provision of the Service or terminate the T&Cs without liability to E&L by notifying the Seller in writing if:
i. the Seller commits a material breach of the T&Cs and, if capable of remedy, fails to remedy the breach within seven (7) days of a written notice to do so;
ii. the Seller fails to pay any Charges payable to E&L within seven (7) business days of its due date for payment under these T&Cs;
iii. the Seller is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Seller; or
iv. in E&L’s sole discretion, a Seller’s eligibility or suitability to be listed on the E&L Website, or otherwise receive the Service, changes.
b. Without prejudice to either Party’s right to terminate the T&Cs under the terms of the User Agreement or under the remainder of this Clause 3, these T&Cs shall continue in force unless and until either Party notifies the other in writing of its intention to terminate at least thirty (30) days prior to the expiry of the current Term.
c. Notwithstanding any such termination or suspension in accordance with the this clause:
i. the Seller shall pay E&L all Charges due up to and including the date of suspension or termination; and
ii. termination of the User Agreement and/or the T&Cs shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.
4. THE SERVICE PROVIDED BY US
a. The E&L Website provides a platform to allow Sellers to sell their Products directly to Customers and to electronically receive payment in respect of the same.
b. E&L facilitates the negotiation of the sale of Products between Customers and Sellers through the use of the CMS and e-mail communication services operated and managed by E&L, together with the Services that contribute to increasing the Seller’s goodwill, promote the Seller’s Products and generally encourage Customers to place orders with Sellers
c. The Seller has appointed E&L as its as its commercial agent and has authorised E&L to directly negotiate and/or conclude the sale and/or purchase of Products between the Seller and Customers via the E&L Website.
d. E&L has accepted this appointment on the basis of the T&Cs.
e. On or before the start of the Term, E&L will:
i. provide a password and a user name so that the Seller may construct and update the Storefront as soon as such functions are made available to the Seller by E&L;
ii. provide the Service with reasonable skill and care; and
iii. use reasonable endeavours to restore any faults in the Service as soon as reasonably practicable.
f. The Seller acknowledges that 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 E&L’s control, and that it is technically impossible to provide the Service entirely free of fault at all times.
g. The Seller hereby acknowledges that E&L has sole and complete discretion whether to invite or select prospective Sellers to subscribe to use of the Service.
h. E&L reserves the right to revise or alter the Service at any time. Any variation in the Service will be subject to the T&Cs.
i. The E&L Website provides a system of Customer Feedback. By using the E&L Website and Service the Seller agrees that:
i. E&L may, in its discretion, post on the Seller’s relevant Product Page any and all Customer Feedback relating to the transaction in question for a period of up to two (2) years after E&L receives such Customer Feedback;
ii. Following the provision of any Customer Feedback, E&L shall make such Customer Feedback available to the Seller via the CMS. The Seller may submit a Response to any negative Customer Feedback via the facility provided by E&L on the CMS, and E&L will display any such Response with reasonable prominence and proximity to the corresponding Customer Feedback. The Seller agrees that it shall not contact any Customer directly, whether via the CMS through an order or product enquiry or otherwise in response to any Customer Feedback.
iii. The Seller 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. E&L may, in its sole discretion elect to amend, or not to post, any Response that E&L considers, in its sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.
j. E&L may from time to time introduce a Seller to third parties with whom special terms have been arranged unique to Sellers. Any contract entered into between Sellers and any such third party is concluded directly between the Seller and the third party concerned and, except as expressly set out in these Seller Terms, E&L cannot be involved in the fulfilment or liability for any such contracts.
5. YOUR OBLIGATIONS – WHAT YOU PROMISE
a. SECURITY – The Seller shall:
i. keep secure user names, passwords, and/or other security devices used in connection with the provision of the Service and access to the Storefront and shall regularly change such passwords;
ii. take all steps to ensure that all user names, passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
iii. inform E&L immediately if there is any reason to believe that a user name, 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. inform E&L immediately if the Seller forgets or loses a user name, password and must satisfy such security checks as E&L may operate in order to obtain a new password; and
v. ensure that the CMS and its content remains entirely confidential, and that no other person beside those in the Seller’s employment has sight of the CMS or any of its content.
b. SECURITY – E&L reserves the right:
i. to suspend access to the Service if at any time E&L considers that there is, or is likely to be, a breach of security, in which event E&L will notify the Seller of the suspension and any steps to be taken by it as soon as reasonably practicable; and
ii. to require the Seller to change any or all of the user names and passwords used by the Seller in connection with the provision of the Service and access to the Storefront, in which event E&L will notify the Seller of the requirement to change user names and passwords and any further steps to be taken by the Seller as soon as reasonably practicable.
c. YOUR STOREFRONT – E&L has absolute discretion as to:
i. the look, feel and content of the E&L Website (including all Storefronts);
ii. the inclusion, positioning, content, location and all other presentation of Seller Information (including in E&L’s sole discretion the right to remove any Seller Information from the E&L Website at any time during the Term); and
iii. the Product listed for sale on the E&L Website (including in E&L’s sole discretion the right to remove any Product from the E&L Website, or not allow a Product to be sold on the E&L Website).
d. YOUR STOREFRONT – The Seller shall:
i. ensure that its Storefront maintains a high standard of presentation and at all times accords with any applicable guidelines notified to it from time to time by E&L, including in relation to the form and content of copy and product imagery; and
ii. comply with reasonable instructions from E&L concerning its Storefront.
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. E&L reserves the right, in its sole discretion, to de-activate the Seller’s Storefront until standards have been improved.
e. SELLER AND PRODUCT INFORMATION – The Seller shall:
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 a Customer approval of proof prior to its production by the Seller, and shall 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;
iii. display the Seller’s expected delivery times and postage and packing costs on the appropriate areas of the Seller’s Storefront;
iv. not include within its Storefront, on the CMS, any other place on the E&L Website or in any other means of communication with the Customer:
- any direct or indirect link to other websites including the Seller’s own website;
- its email address; or
- any other means by which a Customer could communicate directly with the Seller, other than through the CMS;
v. amend and update information about their Products displayed on the E&L Website and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable T&Cs.
f. PRICING – The Seller must:
i. Ensure that its prices are fully inclusive of all taxes and additional charges other than postage and packing which, if such charges apply in accordance with the Seller’s Terms, will be shown separately in the Seller’s Terms;
ii. if the Seller is VAT registered, the Seller set the VAT rate at the level which is currently in force in the UK with respect to the Seller’s Products;
iii. ensure that it fully complies with current VAT regulations and accounting for VAT correctly.
g. PRODUCT LISTING AND CATEGORISATION – The Seller shall:
i. upload its Product range and work cooperatively with the E&L production team so that E&L is able to set the Seller’s Storefront live on the E&L Website promptly after the Seller paying the Joining Fee;
ii. ensure that a single Product may appear only once on the Storefront. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such;
iii. ensure that each of the Seller’s 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;
iv. not make use of 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; and
v. not upload any duplicate Products that are featured by another Seller in any paper catalogue produced and distributed through E&L for the duration of the period that the catalogue is deemed to be ‘live’ (usually eight weeks from distribution of the catalogue). Any duplicate catalogue Products uploaded in this way will be suspended from the Storefront until the end of the catalogue period.
E&L may immediately suspend or terminate the Seller’s subscription and use of the Service in the event E&L reasonably believes or suspects that any Seller Information does not comply with the provisions of this subclause.
6. WHERE YOU MAKE YOUR PRODUCTS AVAILABLE
a. The Seller may sell Products (which, for the avoidance of doubt, means those of its products that it makes available for sale on the E&L Website) through their own websites, third party websites, to local retailers, galleries, trade or craft fairs.
b. If the Seller chooses to mark a Product as “Exclusive” through the E&L Website, that Product shall, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an Exclusive basis.
7. ORDERS AND YOUR RELATIONSHIP WITH THE CUSTOMER
a. THE CONTRACT OF SALE – The Seller acknowledges and agrees that:
i. following acceptance of an order through the CMS, such an acceptance is also deemed to be an irrevocable instruction by the Seller to E&L to conclude a contract of sale between the Seller and the Customer. The contract of sale between the Seller and the Customer is concluded when E&L (acting as the commercial agent of the Seller) sends an order confirmation email to the Customer, and E&L has no responsibility for the performance of any such contract; and
ii. terms and conditions relating to any such contract shall comprise of the Seller’s Terms, the email confirmation relating to the Customer’s order and the applicable details on the relevant Product page. The Seller agrees to be bound by all such provisions.
b. PROCESSING CUSTOMER ORDERS
i. The CMS will immediately notify the Seller of any order placed by a Customer. The Seller acknowledges that E&L does not warrant the reliability of email communications and the Seller must check their inbox and/or CMS daily for alerts of new orders;
ii. Immediately following receipt of such notification the Seller shall use its best endeavours to delivery the Product within the timeframes and by the method, specified in the Seller’s Terms.
iii.Following acceptance of an order through the CMS, the Seller shall:
- fulfil the Customer order as soon as reasonably practicable;
- confirm to the Customer the time and method of dispatch;
- dispatch the Customer order to ensure that it reaches the Customer within the timeliness advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;
- notify the Customer promptly through the CMS at each of the following stages:
a. receipt of order notification, with an estimated dispatch date;
b. dispatch of an order with an expected delivery date;
c. any enquiries relating to the order;
d. receipt of an item that has been returned to the Seller; and
e. processing of an exchange or refund.
iv. The Seller shall include with all orders the appropriate E&L co-branded dispatch letter, and such additional documentation or material as may be required and/or provided by E&L.
c. COMMUNICATION WITH CUSTOMERS – The Seller shall:
i. ensure that any and all correspondence with any Customer shall:
- be solely for the purposes of processing and/or progressing a Customer order;
- be via the CMS or, if that is not possible, then at all times include a reference to the E&L Website;
- not include any reference to the Seller’s own website, email address, other correspondence address or any other promotion of services outside those offered through or by E&L.
ii. The obligations under Clause 7(c)(i) shall include any material included with the dispatch of a Customer’s order. E&L shall make relevant materials available to purchase on the CMS to help the Seller to fulfil this obligation.
iii. Any breach of these Clauses 7 (c)(i) or (c)(ii) shall constitute a material breach of these T&Cs and, further, may constitute a breach of data protection legislation laws.
iv. The Seller shall respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Working Day, and shall advise E&L of any escalated unresolved Customer enquiries as soon as reasonably practicable.
8. RETURNS AND REFUNDS
a. Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided by the Seller to a Customer shall be dealt with directly between the Seller and the relevant Customer through the CMS.
b. Following receipt of a request for a refund or return by a Customer, the Seller shall initiate the refund directly in accordance with the Returns Procedures, as displayed on the E&L Website from time to time, using the Seller’s designated CMS.
c. Subject to the provisions of the Returns Procedures, E&L shall approve such refund.
d. The Commission Fee paid in respect of the refunded Products will be returned to the Seller minus the Refund Fee, which is not refundable under any circumstances.
e. For legal reasons, the Seller must only process refunds through the CMS and E&L’ current online payment provider in accordance with the instructions as laid out in the Seller’s designated CMS. The Seller shall not issue refunds by cheque or other means.
f. The Seller shall ensure that returns and refunds to the Customer shall be processed in accordance with the following terms and conditions:
i. by law, the Customer may not cancel, return or obtain a refund in relation to the following Products (each a “Non-Cancellable Product“), unless such Product is faulty:
- personalised items that are specifically made to a Customer’s specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components. E&L shall determine in its sole discretion as to whether a Product is or is not a personalised item. For the avoidance of doubt, items with hygiene seals are a Cancellable Product unless they are personalised items; and
- items that by their nature cannot be returned, such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied.
g. The timelines, costs (if any) and other terms of applicable to the return of any Product shall be specified in the Seller’s Terms;
h. If the Customer requests a refund for a Cancellable Product then such refund shall be processed by the Seller (or E&L, in line with Clause 8(l) below) within the timelines specified by the Seller’s Terms;
i. If a Customer rejects a Product because it is faulty, the Seller shall follow the relevant provisions of the Seller’s Terms, as may be updated from time to time;
j. The Seller shall provide, in its Storefront, an address in the United Kingdom to which a Customer may return a Cancellable Product;
k. A Refund Fee will be charged to the Seller by E&L for any item returned and refunded in accordance with this policy. The Refund Fee is not refundable;
l. E&L may process a refund for a Product as the Seller’s payment agent to a Customer where:
i. the Seller asks E&L to process such refund to a Customer from funds of the Seller held by E&L, or upon payment of such refund amounts to E&L by the Seller (including the applicable Refund Fee); or
ii. in E&L’ opinion, a Seller has not acted in accordance with the Returns Procedures, the Seller’s Terms and/or the T&Cs, in which case E&L shall be reimbursed from funds of the Seller held by E&L or the Seller shall be obliged to reimburse E&L for such refund (including the applicable Refund Fee).
m. The Seller shall respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Working Day, and shall advise E&L of any escalated unresolved Customer enquiries as soon as reasonably practicable.
9. DELIVERY AND FULFILMENT
Seller shall at all times comply with the Dropship Terms and the Seller’s Term with respect to delivery and fulfilment. Delivery charges will be calculated and presented to a Customer in accordance with the Seller’s Terms.
10. YOUR USE OF THE CMS
a. The Seller shall not:
i. use the CMS or E&L Website beyond the scope of use set out in these T&Cs;
ii. 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. The Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that E&L shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause.
b. The Seller fully acknowledges that the IPR in the CMS are vested exclusively in E&L and nothing in the T&Cs shall be deemed to vest any rights in the CMS in the Seller.
11. YOUR BEHAVIOUR AND CONDUCT
The Seller shall conduct itself at all times in its relations with E&L and E&L’ 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 channel be tolerated and E&L reserves the right to immediately suspend a Seller’s Storefront and/or terminate the T&Cs in the event of any breach by the Seller of this clause.
12. MARKETING AND PROMOTIONS
a. From time to time E&L may run promotions on all or part of the E&L Website. Any such promotions shall be separate, and in addition to, any promotions operated by Sellers in their Storefronts, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the E&L Website.
b. E&L shall, where relevant and applicable to the Seller and/or its Products, inform the Seller of the nature and terms of any promotion and, at E&L’ sole discretion:
i. E&L shall bear the costs of any such promotion; or
ii. where E&L requires the Seller to bear the costs of any promotion, the Seller shall inform E&L in writing whether or not it wishes to participate in the relevant promotion.
c. The Seller shall permit, comply and co-operate with all activities undertaken by E&L to promote, sell or market the Seller’s Products, in such form and manner as E&L in its sole discretion deems appropriate, whether directly through the E&L Website, through any offline publications produced by E&L, or through websites or offline publications not produced, owned or operated by E&L.
a. The Seller shall pay any and all Charges in accordance with these T&Cs and the User Agreement.
b. In addition the Seller shall be responsible for paying any transaction fees charged by the Electronic Payment Service.
c. The relevant Charges shall be set out in the User Agreement and updated by E&L from time to time in accordance with these T&Cs.
d. Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.
e. The Seller shall make all payments to E&L due under the T&Cs without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
f. If any sum due from the Seller to E&L under these T&Cs is not paid on or before the due date for payment, then all sums then owing by the Seller to E&L shall become due and payable immediately and, without prejudice to any other right or remedy available to E&L, E&L shall be entitled to:
i. cancel or suspend its performance of the Services, T&Cs or any order until arrangements as to payment or credit have been established which are satisfactory to E&L; and
ii. charge the Seller the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
14. HOW PAYMENT IS MADE TO YOU
a. As part of the Seller’s appointment of E&L as its commercial agent, the Seller agrees that E&L also acts as the Seller’s exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by the Seller via the E&L Website (or any other sales channel which E&L may offer to the Seller from time to time).
b. The Seller and E&L acknowledge and agree that except as otherwise provided in these T&Cs (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, E&L, acting as the Seller’s commercial agent, is neither the buyer nor the seller of the Product(s) and is not a party to the contract of sale of Product(s) between the Seller and the Customer.
c. Payments for Product(s) will be made directly by a Customer to E&L (acting as commercial agent of the applicable Seller) via the Electronic Payment Service. The Electronic Payment Service automatically split the payment as follows:
i. an amount equal to the Commission Fee will be transferred to an account held by E&L and be treated as payment by the Seller to E&L of the Commission Fee;
ii. an amount equal to the fees charged by the Electronic Payment Service will be deducted from the amount paid by the Customer and retained by the Electronic Payment Service; and
iii. the remaining amount of payment received from the Customer will be transferred to an account held by the Seller and designated as such by the Seller to either: (z) E&L either in the User Agreement or otherwise in writing; or; (y) to the Electronic Payment Service as part of the Seller setting up its Storefront.
d. The Seller agrees that:
i. the Customer’s obligation to pay the Seller for Product(s) is satisfied when the Customer validly pays via the Electronic Payment Service for the applicable Product(s);
ii. it will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any payment service provider or gateway) for payment of a Product if the Customer has validly paid E&L in the manner referred to in this clause.
e. From time to time E&L may retain a portion of the payment due to the Seller in order to provide for refunds due or expected to be due to a Customer in the ensuing period. Each such retention will be held for no longer than eight weeks before being repaid to the Seller.
f. The Seller shall ensure the banking details are kept up-to-date, and shall notify E&L of any changes on the next working day. The Seller shall be responsible for paying any banking charges or other administrative expenses incurred by E&L as a result of any inaccuracies in any such information.
15. EXCLUSION AND LIMITATION OF LIABILITY
a. Nothing in these T&Cs excludes or limits the liability of E&L for death or personal injury caused by E&L’ negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
b. Subject to Clause 15(a), E&L’s total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the T&Cs, shall be limited in aggregate to a maximum of £5,000.
c. Subject to Clause 15(a), E&L shall not be liable to the Seller for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the T&Cs, or for any liability incurred by the Seller to a Customer, or to any other person howsoever, arising from the provision of the Service or otherwise.
a. E&L reserves the right to suspend or to cancel the T&Cs in whole or in part (without liability to E&L) if it is prevented from or delayed in the carrying on of its business and its obligations under the T&Cs due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of E&L continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the T&Cs.
Last amended: February 1st, 2017.