Terms and Conditions for Sellers
Last Modified October 7, 2013
Clippings.com is a marketplace for home products where users who comply with Clippings.com' policies and are registered as members (“Sellers”) are given the ability to list, market and sell certain products (“Products”) to other users on the platform.
This section sets forth the terms and conditions by which you may sell Products on Clippings.com. We also set out the terms upon which you may use other services offered by Clippings.com. If you do not intend to use the site as a Seller listing Products, please refer to our General Terms and Conditions instead.
Please read these terms and conditions carefully.. You should understand that by being registered as a Seller, you agree to be bound by these terms and conditions. You cannot sell products on Clippings until you become a Seller. You should print a copy of these terms and conditions for future reference.
1. Information about us
Clippings.com is a site operated by Clippings Limited under a license granted by OpenBuildings, Inc. Clippings Limited is registered in England and Wales under company number 08356423 and have our registered address at 6 Chalcot Gardens, London NW3 4YB, United Kingdom.
2. Your status
By applying to become a Seller on Clippings.com, you warrant that:
- You are legally capable of entering into binding contracts;
- (If you are an individual/sole trader) You are at least 18 years old; and
- All the information in your Member application form is accurate to the best of your knowledge and belief.
3. The contract between you and us
- You can apply to become a Seller by filling in the Seller application form that is accessible on Clippings.com. You’ll be notified by email if your application is accepted and will be provided with a copy of the Terms and Conditions. To proceed with your application you will be then required to confirm the acceptance of these terms and conditions. We reserve the right to accept or reject Seller applications at our discretion.
- With your confirmation of this Terms and Conditions a contract will be formed between you and Clippings Limited (the "Contract"). These terms shall apply to and be incorporated into the Contract and will prevail over any previous correspondence or conditions contained or referred to in any purchase order, confirmation or acceptance of a quotation provided by you, or implied by law, custom, practice or course of dealing.
4. Our Services
- We will use reasonable care and skill in providing our Services to you and maintaining Clippings.com Operational. We reserve the right to postpone access to Our Site for the purposes of maintenance, updates, or error-correction at any time without notice.
- Upon becoming a Seller, you will be asked to create a password and will be given access to a secure Seller area of Clippings.com where you will be able to list your Products for sale to users of our Site. It is your responsibility to populate your seller pages and keep the information on it up to date, as well as ensure you regularly check the notification emails that are sent to you for key events (such as sales or product questions). You warrant that all information you put on your seller page is accurate and is not misleading in any way.
5. Sales using our site
- Users may utilise the process offered on our Site to purchase your Products from you. It is your responsibility to regularly fulfill sales orders of your Products. You can only offer for sale Products that you have in stock or can be manufactured within the specified processing time and that you can successfully deliver to the customers within the indicated timeframe.
- When a user purchases a Product from you a binding contract is created between the User and yourself. You are required to perform that contract promptly and in accordance with all applicable laws, including and without limitation to the Consumer Protection (Distance Selling) Regulations 2000. You are responsible for providing any User to whom you have sold Products all relevant information relating to the contract of sale including without limitation your terms of business and delivery information and information about how (if at all) you will use any of their personal data. You are not entitled to use their personal information for any other purposes except for delivery of the purchased Products.
- All prices from products you list for sale on Our Site must be inclusive of any applicable VAT. Any delivery and/or packaging costs the User incurs through purchasing your Products should be provided and you will be able to add this separately to the main item price.
- We reserve the right to remove Products for sale from Our Site which are not in accordance with these terms or in relation to which you have not complied with these terms, or for any other reason we deem fit, at our discretion.
- You acknowledge that we provide both marketplace and social features, which may include the ability for users to 'follow' each other or ‘favourite’ your products.
- You acknowledge that we are not and will not be a party to any contract that may come into existence between you and any user that purchases your Products or who you may otherwise meet or come into contact with through our Site. Subject to clause 11.3, we will not be liable for any loss or damage suffered by you as a result of your dealings with any User or any person, firm or company you have come into contact with through our Site. You will indemnify us against all costs, claims, damages and losses that may arise out of your dealings with Users.
- We cannot give any undertaking or warranty in relation to Users generally (including without limitation as to their ability or willingness to pay for your Products). Furthermore, we cannot and do not guarantee any amount of business for you as a result of your use of our services and our Site.
- We cannot give any undertaking or warrant (not will we provide any adjudication for) Products that are lost in transit. You acknowledge that it is your responsibility to ensure that suitable and reliable shipping methods are used and that such shipping methods are clearly communicated to anyone who purchases your Products. You acknowledge that if any items are lost in transit that you may still be subject to the fees outlined in section . You acknowledge that if items are lost in the post then you are responsible for contacting the buyer of those products and ensuring the matter is reasonably and amicably settled either by offering refunds, re-posting items, or if this is not the case then making sure that sellers were aware of your shipping terms prior to sale.
- All Intellectual Property Rights on or in relation to our Site or Services belong to us or our licensors. In particular, but without limitation, all material on our Site is protected by copyright laws and treaties around the world. All such rights are reserved.
- We aim to update Clippings.com regularly, and may change the content at any time. However, you acknowledge that any of the material on Clippings.com may be out of date at any given time, and we are under no obligation to update such material.
6. Sellers’ Obligations
- ensure that the prices of your Products listed on Clippings.com will be at least equal to, or less than, the prices of such Products sold at your retail brand or any other online retailer or marketplace;
- respond promptly to requests from Users ensuring that you monitor email notifications on your chosen email address (the one used upon becoming a Seller);
- maintain such insurance cover for your business as is required by law and reasonable prudence;
- provide us with such information in relation to the Services as we may reasonably request, and cooperate with us in all matters relating to the Services;
- not sell any Products on Clippings.com which could be deemed by a reasonable person to be un-ethical in nature, nor mislead or attempt to mislead either us or our Users as to the quality, credential and/or nature (including the ethical quality and nature) of your Products;
- not infringe any law or third party intellectual property rights in your use of, or activities in relation to, Clippings.com. You will not sell or attempt to sell any Products on Clippings.com which breach any law, third party rights or public decency;
- you will aim to dispatch or manufacture (where relevant) the Products that you have sold as quickly as possible and within the delivery time for the respective Product that you have set up when listing the Product for sale on the Site; and
- to accept changes to the pictures, photographic layout or description of the Products made by Clippings.com for the purposes of better visualization of the Product on the Site.
7. Payments and Fees
- All payment for Products purchased through Clippings.com will be collected by us on behalf of the Seller and then passed to the Seller (after deducting relevant commission and fees) as set out in p. 7.4 below.
- For the use of our Services we will charge a commission (the “Sales Commission”) in the amount of 30%. The Sales Commission is a percentage that will be charged of the total sale price of all purchases of your Products processed through Clippings.com (the “Retail Price”). The Retail Price includes the total sale price of your Products including any VAT charged but excluding any shipping charges.
- All payments made for Products on Clippings.com will be subject to a credit card or paypal processing fee up to 3.4% and £0.35 (“Payment Processing Fee”). Clippings.com will mark up what it pays for credit card and paypal processing fees and will always strive to reduce these rates for all sellers.
- We will notify you about the total amount of sales you have made, any refunds claimed and the Net Sales Proceeds that you are entitled to receive twice a month, on the 15th of each month for the period 1st - 14th of the same month and on the 1st of each month for the period 15th - the end of the previous month for the previous month. The Net Sales Proceeds represent the Retail Price of all sales during the respective period (excluding any sale for which the refund period has not expired) less our Sales Commission less the Payment Processing Fee and less any refunds claimed within such period. We will issue an invoice with the Net Sales Proceeds calculation and the Net Sales Proceeds will be transferred to you within 5 working days of the issuance of the invoice. For made to order products, the refund policy expires only once the product has been successfully delivered to the customer.
- We reserve the right to charge VAT on top of the commission rate when applicable.
- Under no circumstances will you carry out any practice on our Site that could be recognised as trying to avoid or evade the fees outlined in this section.
You recognise that such fee avoidance will result in temporary or permanent termination of your membership on Clippings.com. Examples of practises that may be recognised as fee avoidance are (but not limited to):
- posting contact information (including but not limited to website URLs, email addresses and telephone numbers) on any areas of Our Site where buyers may purchase items directly or indirectly via the use of such information and thereby avoiding the agreed fees with us, which would be incurred if the buyer was to purchase the items on Our Site;
- Using your username from our site or shop name to contain external contact information (such as website URLs, company names, and other such information)
- Using the private messaging systems within Our Site to advertise external shop information or encourage members in any way to purchase items anywhere outside Our Site;
- Using any image upload facilities on Our Site to advertise fully registered company names, website URLs or other such contact information;
- Using combinations of characters that could be represented as using as contact information for example using "(at)", "[at]" or "at" to represent the "@" sign from an email address or other similar character representations.
- As mentioned in 5.1 you are responsible for ensuring that your stock levels for Products listed on Clippings.com are kept up to date at all times so that customers cannot mistakenly buy items that are not in stock. In the event of this happening you will be able to process a refund (and should not mark the item as dispatched). If Clippings.com deems that you are issuing an unreasonable amount of refunds due to products being out of stock (which is a decision made at Clippings.com complete discretion) then we may suspend or permanently ban your membership on the site and unpublish all of your Products.
- Clients will be entitled to demand a refund if a Product is not shipped and delivered within the specified time for such product or if the Product is defective. In addition you should maintain a return policy where the user is entitled to return a Product and demand refund for no cause within not less than 14 days, except for made-to-order Products. The seller is responsible for organising and paying for return shipping. Return shipping should be completed within a maximum of 14 days from when the customer requested the return.
- Any refunds made in accordance with this Section 8 will be deducted from the Monthly Retail Price together with the Payment Processing Fees that are charged on the purchase order and the refund.
- Clippings.com will accept, to the extent possible, all major credit cards, PayPal and any other relevant payment systems that may become available.
- Clippings.com warrants that all industry-standard checks and security systems will be in place, namely transactions and sensitive data handling over SSL, digital certificates implementation and any other systems reasonably expected by a diligent on-line retailer acting in a professional way.
- In case, and in spite of all the systems and diligences having been put in place, as set above, Clippings.com finds itself liable to refund payments to financial institutions, the Seller agrees that such losses (“Chargebacks”) are to be recharged by Clippings.com to the Seller.
10. Advertising and Promotion
- We will organize promotion of the Products sold on Clippings.com trough Search Engine Optimization, Online and Offline P.R., Online Advertising, Email Newsletter Campaigns, Affiliate Programmes, participation in Industry Events or any other activities we may deem appropriate. The scope and amount of advertising and publicity are at the sole discretion of Clippings.com.
Both parties agree that the successful implementation of an online retail venture involves adapting to competitors strategies in terms of promotion, publicity and incentive to consumers. The Seller undertakes to accept the conditions (but only when reasonable under the perspective of a broad view of the Internet retail industry) that Clippings.com requires in order to carry out promotions, which include but are not limited to:
- Free or discounted shipping;
- “Invite your Friend” promotions where discounts are given to customers who introduce their friends to Clippings.com;
- Seasonal discounts;
- “Competitions” where vouchers / products are awarded to winners for certain contests, possibly in connection with trade publications / magazines
- Loyalty programmes.
- You agree and accept that we have the right at any time to make special offers, including discounts on the Products listed by you and that your consent for such discounts will not be required if the discount is on the account of our Sales Commission. Any discounts or other offers that may affect your proceeds from the sale will require your consent, whereas you undertake not to unreasonably withheld such consent.
11. Postings on Our Site
- When using Clippings.com or posting any message, information or other material, including without limitation audio or visual material and information about Products for sale ("Material"), you will comply with the provisions of this clause 8. You will indemnify us against any losses arising from your breach of this clause 8.
- We disclaim all liability and responsibility arising from any reliance placed on the Material posted on Clippings.com by you or any User.
Any Material you upload to the public areas of Clipping (other than your chosen site password which you may upload during registration to our Site) will be considered non-confidential and non-proprietary. You warrant that any such Material:
- will not contain any obscene, defamatory, abusive, threatening, or harassing material, or any pornographic, seditious, or blasphemous material or any material liable to incite racial or religious hatred or any material advertising products different than the products that could be sold at Clippings.com;
- will not breach any legislation or applicable law;
- will not infringe any third party intellectual property rights; and
- (in relation to Material either sent to other Users or posted on the public areas of Our Site) will not contain or constitute unauthorised commercial communications, or "spam".
- We have the right to disclose your identity to any third party who claims that any Material posted or uploaded by you to Our Site constitutes a violation of their intellectual property rights, or their right to privacy. We reserve the right to remove any Material from Our Site which breaches any part of this clause 8
12. Viruses & hacking
You must not misuse our Site by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Clipping, the server on which Clippings.com is brandd or any server, computer or database connected to our Site. You must not attack Clippings.com via a denial-of-service attack or a distributed denial-of-service attack. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Clippings.com or to your downloading of any material posted on it, or on any website linked to it.
13. Service availability & Security
- Clippings.com is made available on an "as is" basis. We cannot and do not warrant that Clippings.com will be permanently available or error-free.
- If you are provided with a password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms.
- You are responsible for making all arrangements necessary for you to have access to Our Site. You are also responsible for ensuring that all persons who access Our Site through your internet connection and/or using your Member details, are aware of these terms, and that they comply with them.
14. Our liability
- Subject to clause 4.1, all conditions, warranties and other terms which might otherwise be implied by statute, Common Law or equity are hereby excluded.
- Our liability for losses you suffer as a result of us breaching any term of the Contract is strictly limited to the total Fees actually paid by you in the six month period immediately preceding the date of the breach.
Nothing in these terms and conditions will operate to exclude or limit in any way our liability:
- for death or personal injury caused by our negligence;
- for fraud or fraudulent misrepresentation; or
- for any matter for which it would be illegal for Us to exclude, or attempt to exclude, our liability.
We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
- loss of income or revenue
- loss of business
- loss of profits or contracts
- loss of anticipated savings
- loss of data
- waste of management or office time
- We are not responsible or liable for any lack of access to our Site as a result of maintenance work to Clippings.com. We will endeavour to provide Users and Members with reasonable notice of any maintenance work that may restrict access to our Site.
Without prejudice to any other rights or remedies which the parties may have, any party (the "Terminating Party") may terminate the Contract immediately on giving notice to the other (the "Breaching Party") if:
- the Breaching Party commits a material breach of any of the terms of the Contract and (if such breach is remediable) fails to remedy the breach within 14 days of being notified in writing of the breach, or
- the Breaching Party becomes the subject of any insolvency (voluntarily or otherwise), liquidation, administration or receivership or their equivalent under the laws of the territory in which the party is incorporated.
- Your rights to use our Services and Clippings.com will immediately terminate upon termination of the Contract for whatever the reason. We will be entitled to invoice you for any Fees that have arisen and you will be obliged to pay such Fees and any other outstanding invoices in accordance with our payment terms in clause 7. The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
- We reserve the right to suspend your access to our Site and Services at any time upon a breach by you of any of these terms and conditions, without prejudice to any other rights or remedies,
16. Written communications
By using Our Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on Our Site. For the purposes of the contract, you agree to electronic means of communication and you acknowledge that all contracts, notices, information and other communications that We provide to you electronically comply with any legal requirement that such communications be in writing.
All notices given by you to Us must be given to [Tom Mallory, Clipping Limited, 6 CHALCOT GARDENS, London NW3 4YB, UK]. We may give notice to you at either the e-mail or postal address you provide to Us when registering as a Member, or in any of the ways specified in clause 13. Notice will be deemed received and properly served immediately when posted on Clippings.com, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
18. Transfer of rights and obligations
The Contract between you and us is binding on you and us and on our respective successors and assigns. The Contract is not intended to benefit, or be enforceable by, anyone else. You may not transfer, assign, change or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it without your consent, at any time during the term of the Contract.
19. Events outside our control
- No party will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by events outside its reasonable control ("Force Majeure Event").
- A Force Majeure Event includes any act, event, non-happening, omission or accident beyond a party's reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attackor threat of terrorist attack, war (whether declared or not) or threat or preparation for war; Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; Impossibility of the use of public or private telecommunications networks.
- Performance under the Contract by the party affected by the Force Majeure Event (the "FM Party") is deemed to be suspended for the period that the Force Majeure Event continues, and the FM Party will have an extension of time for performance for the duration of that period. The FM Party will use all reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Contract may be performed despite the Force Majeure Event.
- If We fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contractor any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- A waiver by us of any default shall not constitute awaiver of any subsequent default.
- No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.
If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
22. Data Protection
- Your personal data (as the same is defined in the Data Protection Act 1998) acquired by us will be processed by us or on our behalf in connection with the Services and may be used by us for marketing other similar services to you.
- You acknowledge that your Personal Data may be provided by Us to Users who wish to contact you in relation to your products, as envisaged by Our Site, and you consent to the same.
23. Law and jurisdiction
The Contract will be governed by English law. Any dispute arising from, or related to, the Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.