The BuyGB.co.uk MarketPlace ("MarketPlace") is a Service that allows you to list products for sale via the BuyGB.co.uk web site. The MarketPlace is operated by BuyGB Ltd, The Cottage, Broadway House, Amersham, HP7 0HJ.

1. Your Product Listings and Orders

1.1 Products and Product Information. You will provide in the format we require accurate and complete Product Information for each product that you make available to be listed for sale through the MarketPlace and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that products (including packaging) and your offer and subsequent delivery of any of the same comply with all applicable Laws (including all marking and labelling requirements) and do not contain any sexually explicit, defamatory or obscene materials. For each item you list on the MarketPlace, you must be able to ship the item directly from your own premises.

1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale in the applicable product categories, and conduct merchandising and promote Your Products as determined by us. BuyGB reserves its right to restrict at any time in its sole discretion the access to list in selected categories. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and BuyGB may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. The Sales Proceeds will be paid to you only in accordance with Section 6.

1.3 Shipping and Handling Charges. You will determine shipping and handling charges via and subject to our standard functionality and categorisations.

1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section 2.2) that has been charged for an order that we stop or cancel.

1.5 Customer Details and Transaction Information We will provide you with Order Information for the sole purpose of delivery and communication with the customer in relation to Your Transaction. You must not use this personal information for any other purpose, and you must agree to abide by our Privacy Policy in relation to any customer's personal information supplied to you via the BuyGB Marketplace.

2. Sale and Fulfilment, Refunds and Returns

2.1 Sale and Fulfilment. You will:
(a) produce or source, sell, fulfil, ship and deliver or make available for collection your Products, in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the BuyGB.co.uk Site at the time of the order and be solely responsible for and bear all risk for such activities;
(b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before any Estimated Ship Date;
(c) retrieve Order Information at least once each business day;
(d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the BuyGB.co.uk Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement;
(e) ship Your Products throughout the UK and Channel Islands (except to the extent prohibited by Law or this Agreement);
(f) provide to BuyGB information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available;
(g) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder;
(h) include an order-specific packing slip within each shipment of Your Products;
(i) identify yourself as the producer of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and
(j) not to confirm shipment of Your Products via email(except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).

2.2 Returns and Refunds. You will accept and process returns, adjustments and refunds relating to Your Products in accordance with these Service Terms and the posted policies at the time of the applicable order. We will notify you of any changes to these policies, we will use commercially reasonable efforts to post the changes. No change will be effective as to Your Products until we post the change on the BuyGB.co.uk Site. We will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be refunded to customers in connection with Your Transactions, using functionality we enable for your account. This functionality may be modified or discontinued by us at any time without notice and is subject to the terms of this Agreement. You will route all such payments through BuyGB. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid.

3. Problems with Your Products

3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by:
(a) credit card fraud for which we are responsible under Section 1.4; or
(b) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

3.2 Chargebacks. If we inform you that we have received a chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within five (5) business days after request by us:
(a) proof of delivery of Your Product(s) (as applicable);
(b) the applicable BuyGB order identification number; and
(c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by:
(a) credit card fraud for which we are responsible under Section 1.4; or
(b) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by BuyGB) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates.

4. Compensation

You will pay us:
(a) the applicable transaction fee;
(b) any applicable monthly listing fee; for each month (or for each transaction, if applicable) during the term of this Agreement. "Selling on BuyGB Transaction Fee" means the fee specified as such on the Selling on BuyGB Fee Schedule at the time such fee is payable. With respect to each of Your Transactions:
(x) "Sales Proceeds" has the meaning set out in this Agreement and
(y) "Referral Fee means the applicable percentage of the Sales Proceeds from Your Transaction through the BuyGB.co.uk Site specified on the Selling on BuyGB Fee Schedule at the time of Your Transaction. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in British Pounds (GBP), and all payments contemplated by this Agreement will be made in British Pounds (GBP).

5. Sales Proceeds & Refunds

5.1. Except as otherwise stated in this, we will pay to Your Bank Account on a monthly (or at our option, more frequent) basis any Sales Proceeds not previously paid to you as of the date that is seven (7) business days prior to the date of payment (the “Calculation Date”) (which you will accept as payment in full for the sale and shipping and handling of Your Products), less:
(a) the Referral Fees due for such sums;
(b) any Selling on BuyGB Monthly Fees due; and
(c) any refunds due to buyers. When you either initially provide or later change Your Bank Account information, the Calculation Date will be deferred by up to 1 month. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section 2.2, on the next available Calculation Date we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the lesser of:
(y) five British Pounds (GBP £5); or
(z) twenty percent (20%) of such Referral Fee, which amount we may retain as an administrative fee for each product refunded.

5.2. In the event that we elect not to recover from you a buyer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), we will assume the debt associated with the Payment Failure and you irrevocably assign to us all your rights, title and interest in and associated with that debt.

6. Control of Site

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the BuyGB.co.uk Site and the MarketPlace (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to the BuyGB.co.uk Site and the MarketPlace and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all products in our sole discretion.

7. Effect of Termination

Upon termination of these MarketPlace Terms, all rights and obligations of the Parties under this Service Terms will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

8. Tax Matters

In addition to the General Terms, you agree that, unless otherwise agreed by BuyGB in advance in writing, the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that you may be required to remit in connection with such sale.

Without prejudice to the generality of the foregoing:

8.1 If you are a business that is established in a European Union country and you provide us with your valid VAT registration number, VAT will not be charged by BuyGB on the fees under these Service Terms provided you are not established in Luxembourg, and did not supply a VAT registration number issued by the Luxembourg authorities. You hereby give the following warranties and representations, namely:
(i) that the VAT registration number you submit to BuyGB belongs to the business you operate, and that business is established in one of the European Union countries;
(ii) that all transactions regarding the services will be business related transactions made by the business associated with the VAT registration number you submit to BuyGB;
(iii) that the VAT registration number and all other information provided by you is true, accurate and current and you will immediately update any such information held by BuyGB in case of any changes;

8.2 If you are in business and established in a European Union country, but you do not have a VAT registration number issued by one of the European Union countries, then you will be able to provide BuyGB with other evidence that you are in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that you are in business. Once your evidence is reviewed and accepted by BuyGB, VAT will not be charged by BuyGB on the fees hereunder provided you are not established in Luxembourg. You hereby give the following warranties and representations, namely:
(i) that the evidence you submit to BuyGB belongs to the business you operate, and that business is established in one of the European Union countries;
(ii) that all transactions regarding the services will be businesrelated transactions made by the business associated with the evidence you submit to BuyGB;
(iii) that the evidence and all other information provided by you is true, accurate and current and you will immediately update any such information held by BuyGB in case of any changes;

8.3 BuyGB reserves the right to request additional information and to confirm the validity of any seller account information (including without limitation your VAT registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.

8.4 We reserve the right to charge you any applicable unbilled VAT if you provide a VAT registration number or evidence of being in business that is determined to be invalid.

8.5 If you are a business that is established in a European Union country and you provide us with a valid VAT registration number that was issued to you by a European Union country or provide evidence of being in business, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.

9. Disclaimer

9.1 We take all reasonable steps to ensure that the information on this MarketPlace is correct. However, we do not guarantee the correctness or completeness of material on this MarketPlace. We may make changes to the material on this MarketPlace at any time and without notice. The material on this MarketPlace may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up to date.

9.2 The material at this MarketPlace is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this MarketPlace on the basis that we exclude all representations, warranties and conditions which but for these Terms may have effect in relation to this MarketPlace.

10. Exclusion of Liability

10.1 Neither we nor any other party (whether or not involved in producing, maintaining or delivering this MarketPlace), shall be liability or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our MarketPlace. This exclusion shall include servicing or repair costs and, without limitation, any other direct, indirect or consequential loss, and whether in tort or contract or otherwise in connection with this MarketPlace.

10.2 Nothing in these
Terms shall exclude or limit liability for
(i) death or personal injury caused by negligence (as defined by the Unfair Contract Terms Act 1977);
(ii) fraud;
(iii) misrepresentation as to a fundamental matter; or
(iv) any liability which cannot be excluded or limited under the law of the United Kingdom.

11. Governing Jurisdiction

11.1 This Legal Notice shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with this Legal Notice are subject to the exclusive jurisdiction of England and Wales.

12. Our Details & Contacts

12.1 Our Business Name is: BuyGB Ltd 

12.2 Our address:

The Cottage
Broadway House
Amersham
HP7 0HJ

12.3 Our Contact Details:

Client Services telephone number: 0845 519 0449
Client Services e-mail address: support@buygb.co.uk

Definitions

As used in this Agreement, the following terms have the following meanings:

"BuyGB.co.uk Site" means that website, the primary home page of which is identified by the URL www.buygb.co.uk, and any successor or replacement website.

"Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from BuyGB or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.

"Content" means copyrightable works under applicable Law and content protected by database rights.

"Intellectual Property Right" means any patent, copyright, Trademark, moral right or trade secret right and any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.

"Order Information" means, with respect to any of Your Products sold through the BuyGB.co.uk Site, the following information: the name of the customer, customer email address, the name of the recipient, the shipping address, the quantity to be shipped, and any special comments included by BuyGB in its discretion.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.

"Purchase Price" means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).

"Sales Proceeds" means the gross sales proceeds paid by buyers via the BuyGB.co.uk Site in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.

"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.

"Your Account" means the account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which BuyGB may make available to you, for your use in managing your orders, inventory and presence on the BuyGB.co.uk MarketPlace.

"Your Materials" means all Technology, Your Trademarks, Content, Product information, data, materials, and other items provided or made available by you or your affiliates to BuyGB or its affiliates.

"Your Product" means any product that is made available for listing for sale, offered for sale, or sold by you through the Service.

"Your Taxes" means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your affiliates or your or their respective employees, agents, contractors or representatives.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through the BuyGB.co.uk Site.