Terms and Conditions

WEBSITE TERMS OF USE

Introduction

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Colourwarehouse, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Colourwarehouse and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Colourwarehouse and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

Intellectual property and acceptable use

  1. All Content included on the Website, unless uploaded by Users, is the property of Colourwarehouse, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission
  2. You may, for your own personal, non-commercial use only, do the following:
    • retrieve, display and view the Content on a computer screen
    • download and store the Content in electronic form on a disk (but not on any server or other storage device connected to a network)
    • print one copy of the Content
  3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Colourwarehouse.
  4. You acknowledge that you are responsible for any Content you may submit via the Website, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Website any Content that (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Website.
  5. You represent and warrant that you own or otherwise control all the rights to the Content you post; that the Content is accurate; that use of the Content you supply does not violate any provision of these terms and conditions and will not cause injury to any person; and that you will indemnify Colourwarehouse for all claims resulting from Content you supply.

Prohibited use

  1. You may not use the Website for any of the following purposes:
    • in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
    • in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
    • making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

Registration

  1. You must ensure that the details provided by you on registration or at any time are correct and complete.
  2. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
  3. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.
  4. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.

Password and security

  1. When you register on this Website, you will be asked to create a password, which you should keep confidential and not disclose or share with anyone.
  2. If we have reason to believe that there is or is likely to be any misuse of the Website or breach of security, we may require you to change your password or suspend your account.

Links to other websites

  1. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Colourwarehouse or that of our affiliates.
  2. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
  3. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

Privacy Policy

  1. Use of the Website is also governed by our Privacy Policy, which is incorporated into these terms and conditions by this reference. 

Availability of the Website and disclaimers

  1. Any online facilities, tools, services or information that Colourwarehouse makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Colourwarehouse is under no obligation to update information on the Website.
  2. Whilst Colourwarehouse uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
  3. Colourwarehouse accepts no liability for any disruption or non-availability of the Website.
  4. Colourwarehouse reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

Limitation of liability

  1. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
  2. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
  3. To the maximum extent permitted by law, Colourwarehouse accepts no liability for any of the following:
    • any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
    • loss or corruption of any data, database or software;
    • any special, indirect or consequential loss or damage.

General

  1. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
  2. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
  3. These terms and conditions together with the Privacy Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
  4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
  5. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
  6. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
  7. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

PRIVACY POLICY

This privacy policy applies between you, the User of this Website and Colourwarehouse, the owner and provider of this Website. Colourwarehouse takes the privacy of your information very seriously. This privacy policy applies to our use of any and all Data collected by us or provided by you in relation to your use of the Website.

This privacy policy should be read alongside, and in addition to, our Terms and Conditions.

Definitions and interpretation

  1. In this privacy policy, the following definitions are used:
Datacollectively all information that you submit to Colourwarehouse via the Website. This definition incorporates, where applicable, the definitions provided in the Data Protection Laws;
Cookiesa small text file placed on your computer by this Website when you visit certain parts of the Website and/or when you use certain features of the Website. Details of the cookies used by this Website are set out in the clause below (Cookies);
Data Protection Lawsany applicable law relating to the processing of personal Data, including but not limited to the Directive 96/46/EC (Data Protection Directive) or the GDPR, and any national implementing laws, regulations and secondary legislation, for as long as the GDPR is effective in the UK;
GDPRthe General Data Protection Regulation (EU) 2016/679;
Colourwarehouse, or usColourwarehouse, operates within the laws of England and Wales. Address: 46 Ranelagh Road, London W5 5RJ, United Kingdom.
UK and EU Cookie Lawthe Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011;
User or youany third party that accesses the Website and is not either (i) employed by Colourwarehouse and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Colourwarehouse and accessing the Website in connection with the provision of such services; and
Websitethe website that you are currently using, www.colourwarehouse.com and any sub-domains of this site unless expressly excluded by their own terms and conditions.
  1. In this privacy policy, unless the context requires a different interpretation:
    1. the singular includes the plural and vice versa;
    2. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this privacy policy;
    3. a reference to a person includes firms, companies, government entities, trusts and partnerships;
    4. “including” is understood to mean “including without limitation”;
    5. reference to any statutory provision includes any modification or amendment of it;
    6. the headings and sub-headings do not form part of this privacy policy.

Scope of this privacy policy

  1. This privacy policy applies only to the actions of Colourwarehouse and Users with respect to this Website. It does not extend to any websites that can be accessed from this Website including, but not limited to, any links we may provide to social media websites.
  2. For purposes of the applicable Data Protection Laws, Colourwarehouse is the “data controller”. This means that Colourwarehouse determines the purposes for which, and the manner in which, your Data is processed.

Data collected

  1. We may collect the following Data, which includes personal Data, from you:
    1. name;
    2. date of birth;
    3. gender;
    4. job title;
    5. profession;
    6. contact Information such as email addresses and telephone numbers;
    7. demographic information such as postcode, preferences and interests;
    8. financial information such as credit/debit card numbers;
    9. IP address (automatically collected);
    10. web browser type and version (automatically collected);
    11. operating system (automatically collected);
    12. a list of URLs starting with a referring site, your activity on this Website, and the site you exit to (automatically collected);
    13. in each case, in accordance with this privacy policy.

How we collect Data

  1. We collect Data in the following ways:
    1. data is given to us by you; and
    2. data is collected automatically.

Data that is given to us by you

  1. Colourwarehouse will collect your Data in a number of ways, for example:
    1. when you contact us through the Website, by telephone, post, e-mail or through any other means;
    2. when you register with us and set up an account to receive our products/services;
    3. when you complete surveys that we use for research purposes (although you are not obliged to respond to them);
    4. when you enter a competition or promotion through a social media channel;
    5. when you make payments to us, through this Website or otherwise;
    6. when you elect to receive marketing communications from us;
    7. when you use our services;

in each case, in accordance with this privacy policy.

Data that is collected automatically

  1. To the extent that you access the Website, we will collect your Data automatically, for example:
    1. we automatically collect some information about your visit to the Website. This information helps us to make improvements to Website content and navigation, and includes your IP address, the date, times and frequency with which you access the Website and the way you use and interact with its content.
    2. we will collect your Data automatically via cookies, in line with the cookie settings on your browser. For more information about cookies, and how we use them on the Website, see the section below, headed “Cookies”.

Our use of Data

  1. Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Website. Specifically, Data may be used by us for the following reasons:
    1. internal record keeping;
    2. improvement of our services;
    3. transmission by email of marketing materials that may be of interest to you;
    4. contact for market research purposes which may be done using email, telephone, fax or mail. Such information may be used to customise or update the Website;

in each case, in accordance with this privacy policy.

  1. We may use your Data for the above purposes if we deem it necessary to do so for our legitimate interests. If you are not satisfied with this, you have the right to object in certain circumstances (see the section headed “Your rights” below).
  2. For the delivery of direct marketing to you via e-mail, we’ll need your consent, whether via an opt-in or soft-opt-in:
    1. soft opt-in consent is a specific type of consent which applies when you have previously engaged with us (for example, you contact us to ask us for more details about a particular product/service, and we are marketing similar products/services). Under “soft opt-in” consent, we will take your consent as given unless you opt-out.
    2. for other types of e-marketing, we are required to obtain your explicit consent; that is, you need to take positive and affirmative action when consenting by, for example, checking a tick box that we’ll provide.
    3. if you are not satisfied with our approach to marketing, you have the right to withdraw consent at any time. To find out how to withdraw your consent, see the section headed “Your rights” below.
  3. When you register with us and set up an account to receive our services, the legal basis for this processing is the performance of a contract between you and us and/or taking steps, at your request, to enter into such a contract.

Who we share Data with

  1. We may share your Data with the following groups of people for the following reasons:
    1. any of our group companies or affiliates – to ensure the proper administration of our website and business;
    2. our employees, agents and/or professional advisors – to obtain advice from professional advisers;
    3. relevant authorities – to comply with relevant statutory requirements;

in each case, in accordance with this privacy policy.

Keeping Data secure

  1. We will use technical and organisational measures to safeguard your Data, for example:
    1. access to your account is controlled by a password and a user name that is unique to you.
    2. we store your Data on secure servers.
    3. payment details are encrypted using SSL technology (typically you will see a lock icon or green address bar (or both) in your browser when we use this technology.
  2. Technical and organisational measures include measures to deal with any suspected data breach. If you suspect any misuse or loss or unauthorised access to your Data, please let us know immediately by contacting us online.
  3. If you want detailed information from Get Safe Online on how to protect your information and your computers and devices against fraud, identity theft, viruses and many other online problems, please visit www.getsafeonline.org. Get Safe Online is supported by HM Government and leading businesses.

Data retention

  1. Unless a longer retention period is required or permitted by law, we will only hold your Data on our systems for the period necessary to fulfil the purposes outlined in this privacy policy or until you request that the Data be deleted.
  2. Even if we delete your Data, it may persist on backup or archival media for legal, tax or regulatory purposes.

Your rights

  1. You have the following rights in relation to your Data:
    1. Right to access – the right to request (i) copies of the information we hold about you at any time, or (ii) that we modify, update or delete such information. If we provide you with access to the information we hold about you, we will not charge you for this, unless your request is “manifestly unfounded or excessive.” Where we are legally permitted to do so, we may refuse your request. If we refuse your request, we will tell you the reasons why.
    2. Right to correct – the right to have your Data rectified if it is inaccurate or incomplete.
    3. Right to erase – the right to request that we delete or remove your Data from our systems.
    4. Right to restrict our use of your Data – the right to “block” us from using your Data or limit the way in which we can use it.
    5. Right to data portability – the right to request that we move, copy or transfer your Data.
    6. Right to object – the right to object to our use of your Data including where we use it for our legitimate interests.
  2. To make enquiries, exercise any of your rights set out above, or withdraw your consent to the processing of your Data (where consent is our legal basis for processing your Data), please contact us online.
  3. If you are not satisfied with the way a complaint you make in relation to your Data is handled by us, you may be able to refer your complaint to the relevant data protection authority. For the UK, this is the Information Commissioner’s Office (ICO). The ICO’s contact details can be found on their website at https://ico.org.uk/.
  4. It is important that the Data we hold about you is accurate and current. Please keep us informed if your Data changes during the period for which we hold it.

Links to other websites

  1. This Website may, from time to time, provide links to other websites. We have no control over such websites and are not responsible for the content of these websites. This privacy policy does not extend to your use of such websites. You are advised to read the privacy policy or statement of other websites prior to using them.

Changes of business ownership and control

  1. Colourwarehouse may, from time to time, expand or reduce our business and this may involve the sale and/or the transfer of control of all or part of Colourwarehouse. Data provided by Users will, where it is relevant to any part of our business so transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this privacy policy, be permitted to use the Data for the purposes for which it was originally supplied to us.
  2. We may also disclose Data to a prospective purchaser of our business or any part of it.
  3. In the above instances, we will take steps with the aim of ensuring your privacy is protected.

Cookies

  1. This Website may place and access certain Cookies on your computer. Colourwarehouse uses Cookies to improve your experience of using the Website and to improve our range of products and services. Colourwarehouse has carefully chosen these Cookies and has taken steps to ensure that your privacy is protected and respected at all times.
  2. All Cookies used by this Website are used in accordance with current UK and EU Cookie Law.
  3. Before the Website places Cookies on your computer, you will be presented with a message bar requesting your consent to set those Cookies. By giving your consent to the placing of Cookies, you are enabling Colourwarehouse to provide a better experience and service to you. You may, if you wish, deny consent to the placing of Cookies; however certain features of the Website may not function fully or as intended.
  4. This Website may place the following Cookies:
Type of CookiePurpose
Strictly necessary cookiesThese are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services. We use this session cookie to remember you and maintain your session whilst you are using our website.
Functionality cookiesThese are used to recognise you when you return to our website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).We use this cookie to identify your computer and analyse traffic patterns on our website.
  1. You can find a list of Cookies that we use in the Cookies Schedule.
  2. You can choose to enable or disable Cookies in your internet browser. By default, most internet browsers accept Cookies but this can be changed. For further details, please consult the help menu in your internet browser.
  3. You can choose to delete Cookies at any time; however you may lose any information that enables you to access the Website more quickly and efficiently including, but not limited to, personalisation settings.
  4. It is recommended that you ensure that your internet browser is up-to-date and that you consult the help and guidance provided by the developer of your internet browser if you are unsure about adjusting your privacy settings.
  5. For more information generally on cookies, including how to disable them, please refer to aboutcookies.org. You will also find details on how to delete cookies from your computer.

General

  1. You may not transfer any of your rights under this privacy policy to any other person. We may transfer our rights under this privacy policy where we reasonably believe your rights will not be affected.
  2. If any court or competent authority finds that any provision of this privacy policy (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this privacy policy will not be affected.
  3. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
  4. This Agreement will be governed by and interpreted according to the law of England and Wales. All disputes arising under the Agreement will be subject to the exclusive jurisdiction of the English and Welsh courts.

Changes to this privacy policy

  1. Colourwarehouse reserves the right to change this privacy policy as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and you are deemed to have accepted the terms of the privacy policy on your first use of the Website following the alterations. You may contact Colourwarehouse online.

SELLER TERMS

1. Acceptance Of Terms

1.1These provisions set out the terms and conditions (“Terms“) on which you (the “Seller“, “you” and “your“) may become a member of the Colourwarehouse website (“Site“) to sell products which must not be Prohibited Products (as defined in Schedule 2) (“Products“) to customers of the Site (“Customers“).

1.2 Your use of the Site is governed by these Terms, Colourwarehouse General Terms and Conditioners, Privacy Policy and Seller Terms and Conditioners together with any other documents referred to in these Terms. Please take the time to read these documents, as they include important terms which apply to you.

1.3 Any words following the terms includingincludein particularfor example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. About Us

2.1The Site is operated by Colourwarehouse (“Colourwarehouse“, “us“, “we” and “our“) at 152-160 City Road, London, EC1V 2NX, United Kingdom. To contact us, please use our Contact Us page.

3 Overview Of Roles

3.1 Colourwarehouse allows Sellers to list and sell their Products on the Site contracting on terms which include, as a minimum, the Colourwarehouse Terms and Conditions. Please note that although Colourwarehouse facilitates the transactions which are carried out through the Site, Colourwarehouse is neither a buyer nor a seller of the Products and does not assume any responsibility nor make any representation, warranty or guarantee, whether express or implied, as to the Products.

3.2 Where a Customer orders a Product through the Site, the contract is formed solely between the Seller and the Customer at the completion of the sale (“Contract”). A Contract will comprise the Seller’s terms (which include, as a minimum, the Colourwarehouse Terms and Conditions), the email confirmation of the Customer’s order and the information on the Seller’s shop (“Seller’s Shop“). Colourwarehouse is not a party to that Contract, is not liable for the Contract or any claim or dispute arising out of or in connection with it nor is Colourwarehouse acting as the Seller’s agent.

3.3 The Terms (and the documents referred to in them) may be updated from time to time. Colourwarehouse will give the Seller prior written notice of such changes but please check these Terms every time you wish to use our Site to ensure you understand the Terms that apply at that time. 

3.4 Seller details are displayed on the Site on the Seller’s Shop (linked to from the Product pages).

4 Process

4.1 During the registration process the Seller will be asked to select a country of registration. This country must be featured among the list of supported countries offered by our payment service provider PayPal.com (“PayPal“) and the Seller must be able to set up a business account in the chosen country.

4.2 Sellers selecting a country outside of the supported countries offered by PayPal will be warned “Country Warning” that they should only continue with registration if they have secured services with PayPal. Please note that if a Seller completes the application process, including payment for the Monthly Subscription Fee (as defined in clause 6.1), and continues past the Country Warning, Colourwarehouse will not be liable for a refund of the Monthly Subscription Fee.

4.3 Once the Seller has successfully completed the application process, and your Monthly Subscription Fee (as defined in clause 6.1) has been received, the Seller will be given their own dedicated area of access called the Seller Dashboard (“SD“). There the Seller can upload, update and review detailed Listing Information (as defined in clause 7.1.6) for its Products (photos, text, shipping methods etc). Orders will be logged into the SD. From here, the Seller will be able to manage Customer orders, view and manage Disputes (as defined in clause 7.6.4), view and print sales history between the Seller and Colourwarehouse, update and manage stock levels, view performance reports, manage their subscription and handle Customer feedback. All financials will be stored in the SD and all communication with the Customers and Colourwarehouse team will be made through the SD.

4.4 The Seller will then be able to either create a new Listing (as defined in clause 7.1.6) or use an existing Listing to list their Products.

4.5 If another seller is already using a Listing and you wish to update the details for that Product listed on that Listing, you can submit a request to change the Listing, however this will not automatically update on the Site without Colourwarehouse accepting the changes. A Listing can only be edited without Colourwarehouse accepting the changes, in a limited capacity, if you are the only seller currently using that Listing and/or no other seller is currently using that Listing.

4.6 Colourwarehouse may restrict the Seller’s access to the SD in the following circumstances:

4.6.1 pursuant to clause 6.3.3 (non-payment);

4.6.2 on termination of the Seller’s membership of the Site;

4.6.3 if the Seller fails to dispatch orders and Colourwarehouse, having made reasonable attempts to contact the Seller, believes that the Seller is inactive;

4.6.4 if Colourwarehouse, having made reasonable attempts to contact the Seller, otherwise believes that the Seller is inactive;

4.6.5 if Colourwarehouse has reasonable grounds to believe that the Seller is using the Site to sell counterfeit goods or is otherwise infringing the intellectual property or proprietary rights of any third party;

4.6.6 if the Seller has a high rate of cancellations or refunds or is failing to deal with Customers’ queries or complaints;

4.6.7 if there are other issues with the Seller’s listings which Colourwarehouse believes could give rise to issues with Customers; or

4.6.8 pursuant to clause 9.4,

in which case the Seller will only have access that enables the Seller to view and manage current orders, view invoices between the Seller and Colourwarehouse, mark orders as dispatched and handle Customer feedback (“Restricted Access“). Whilst a Seller has Restricted Access, its Listings will not be visible to Customers and Customers will not be able to place orders with the Seller.

4.7 When payment is made by a Customer, the funds will be paid straight to the Seller’s PayPal payment account in accordance with PayPal’s terms and conditions. The funds are placed on “Partner Hold” until the Seller dispatches the order to the Customer and updates the order status to “dispatched”. Colourwarehouse will then instruct PayPal to remove the “partner hold” and release the funds to the Seller, minus the Product Sales Fee in accordance with the process set out under clause 6.2.

4.8 Colourwarehouse will provide the Seller with a VAT invoice monthly for each Monthly Subscription Fee (as defined in clause 6.1) and the Product Sales Fees (as defined in clause 6.2). The VAT invoice will be prepared and provided to the Seller during the subsequent month following the period for which the VAT invoice relates e.g. the VAT invoice relating to the calendar month of February will be prepared on the 1st of March, the VAT invoice relating to the calendar month of March will be prepared on the 1st of April.

5 Commencement And Duration

5.1 The Seller’s membership will commence on the later of:

5.1.1 the Seller having confirmed their acceptance of these Terms; and

5.1.2 the date on which we have approved the Seller’s application, received the first Monthly Subscription Fee and granted the Seller access to the SD.

(“Commencement Date”) and shall continue unless and until terminated in accordance with clause 6.3.4 or clause 9.

6 Membership And Charges

6.1 Monthly Subscription Fee

6.1.1 Every Seller is required to pay a subscription fee for each calendar month during which they are a member of the Site (“Monthly Subscription Fee“). This fee is based on a monthly rolling contract and there is no minimum commitment. For the avoidance of doubt, references to “monthly” in these Terms shall refer to calendar months.

6.1.2 The Monthly Subscription Fee is a non-refundable fee which will be processed online by recurring payments made in advance starting on the Commencement Date and then monthly thereafter (“Due Date”) unless the Seller serves 30 days’ written notice through the SD to terminate these Terms under clause 9.3.

6.1.3 Where the first Monthly Subscription Fee is taken on the 28th, 29th, 30th or 31st of a month, the subsequent Due Dates will be as close to the original payment dates as possible and no later than the date on which the first Monthly Subscription Fee was taken. The Monthly Subscription Fee is subject to VAT (where applicable) subject to receipt by the Seller of a valid VAT invoice from Colourwarehouse.

6.1.4 There are two different Monthly Subscription Fee options, which may be increased from time to time by Colourwarehouse (in accordance with clause 3.3), as detailed in Schedule 1, which includes our Standard Seller Subscription Fee and a Partner Seller Subscription Fee.

6.1.4.1 The Partner Seller Subscription Fee includes additional services and marketing activities/routes as advertised on the Site. Sellers who choose to sign up with the Partner Seller Subscription Fee as their Monthly Subscription Fee will be known as “Partner Sellers“.

6.1.4.2 Please note that the additional services and marketing activities/routes detailed on the Site are examples only and should be treated as such. The Seller acknowledges and accepts that not all services or marketing activities/routes mentioned on the Site may be available to all sellers.

6.1.4.3 All Partner Sellers will have access to Colourwarehouse’s Priority Support Team, who will support them with questions and advice relating to selling on Colourwarehouse.

6.2 Product Sales Fee and Product Boost Fee

6.2.1 When a sale is made for a Product listed on the Seller’s Listing, a fee (“Product Sales Fee”) is payable by the Seller. This is made up of two parts:

6.2.1.1 the first part is calculated as a percentage of the Product Sale Price (as defined in clause 7.1.6); and

6.2.1.2 the second part is a percentage of the shipping costs associated with that order calculated at the flat rate set out in Schedule 1.

6.2.2 Product Boost Fees may also be payable as described in clause 7.7.6.

6.3 Remedies for late payment

Without limiting any of our other rights, if the Seller fails to pay to us any undisputed amounts owed to us under these Terms on the due date for payment, at our option we shall have the right to:

6.3.1 deduct the outstanding amounts from any future funds received from Customers in payment for the Seller’s Products ordered through the Site i.e. offset any amounts that are payable by you to us against any payments we make to you, until any outstanding amounts are settled; and/or

6.3.2 seek any other payment or reimbursement from you by any other lawful means; and/or

6.3.3 in the case of failure to pay the Monthly Subscription Fees, grant the Seller only Restricted Access to the SD until payment has been made. Restricted Access will be granted via an automated process, as follows. If the first payment attempt is unsuccessful, Colourwarehouse’s system will make 3 more attempts (each one 24 hours after the last) to collect the Monthly Subscription Fees and each failure will trigger an automatic email notification to the Seller. After a total of 4 unsuccessful attempts the Seller’s account will be automatically suspended, following which the Seller will need to reactivate the account (and pay the outstanding Monthly Subscription Fees) to regain access; and/or

6.3.4 charge the Seller interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Seller must pay us interest together with the overdue amount.

7 Seller Commitments And Order Processing

7.1 In signing up to these Terms, the Seller commits to:

7.1.1 sell Products on terms which include, as a minimum, the Colourwarehouse Terms and Conditioners;

7.1.2 supply only Products that can be delivered to the Customer within the Timeframes stated in clause 7.4.4.1. For the purposes of these Terms a “Working Day” means any day that is not a Saturday, Sunday or Bank Holiday in the primary country of the Site;

7.1.3 be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering the Products to the Customers using reasonable skill and care;

7.1.4 ensure that the Seller’s company name, company number, registered office and where applicable trading address and VAT registration number (“Seller Information”) are clearly displayed on the Seller’s Shop and updated, as necessary, as soon as practicable. This shall include updating the details of the Seller’s VAT registration number. Should the Seller no longer hold a VAT registration number, it shall remove this from the Seller Shop. The Seller acknowledges that Colourwarehouse shall have no liability in relation to the Seller’s VAT registration details or any other Seller Information which it is obliged to display and keep updated under this clause 7.1.4;

7.1.5 indemnify Colourwarehouse against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to a breach of clause 7.1.4;

7.1.6 take responsibility for the accuracy and detail of all Product information (including Product descriptions, images, measurements, condition and any other supplementary information about the Products) as well as the price which the Products are sold at (“Product Sale Price“) along with stock value (the total amount of stock that Seller has available for Colourwarehouse Customers to purchase) and the Seller’s SKU (Stock keeping Unit) of the product (“Listing Information”), ensuring that this information is detailed in a listing on the SD (“Listing“). You agree that you are responsible for the accuracy of the information provided in a Listing whether you are creating the Listing or using an existing Listing;

7.1.7 promptly notify Colourwarehouse of any inaccuracy in any Listing and how the inaccuracy should be corrected, and use all reasonable endeavours to resolve promptly any Customer complaints arising from any such inaccuracy;

7.1.8 indemnify Colourwarehouse against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading descriptions of the Products sold on the Site or Listing Information;

7.1.9 ensure that it does not misrepresent the origin of the Products through any description made of the Products via the SD whether contained in a Listing or otherwise;

7.1.10 ensure that all postage costs and additional postage costs displayed through the Site are accurate;

7.1.11 ensure the Products are of satisfactory quality;

7.1.12 ensure the photographic quality of the Products is high and have a white background colour where possible. We recommend using professional photographs but this is not essential;

7.1.13 ensure that the Seller updates the SD with all periods of holiday (“Seller’s Holiday Period“);

7.1.14 use reasonable endeavours to respond to order enquires with Colourwarehouse or Customers in a timely manner (immediately if possible, at least within 1 Working Day) unless made during the Seller’s Holiday Period;

7.1.15 ensure that they keep up to date with the SD on a daily basis, tracking orders, updating dispatches and orders and responding promptly to Customers requesting a return or raising a Dispute unless made during the Seller’s Holiday Period;

7.1.16 ensure stock levels are accurate in all material respects (and available);

7.1.17 prepare a suitable invoice for each order and ensure that this is sent to the Customer when requested;

7.1.18 ensure that where a Product should not be sold to Customers under a certain age, that the minimum age for that Product is correctly entered into the SD (where applicable);

7.1.19 indemnify Colourwarehouse against all liabilities, costs, claims, actions, proceedings, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to a breach of clause 7.1.18;

7.1.20 refrain from selling any Prohibited Products (as detailed in Schedule 2);

7.1.21 refrain from uploading offensive or nude images or material or otherwise breaching Colourwarehouse’s Terms and Conditions;

7.1.22 indemnify Colourwarehouse against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to a breach of clauses 7.1.20 or 7.1.21;

7.1.23 refrain from using the Site as an advertising portal, other than in listing the Products which you are selling and permitted to sell under these Terms;

7.1.24 ensure any issues that the Seller wishes to raise with Colourwarehouse with regards to the Site are communicated to Colourwarehouse via a support ticket in Colourwarehouse’s Support Centre or, if the Support Centre is not working by email to [email protected];

7.1.25 not encourage direct communication with the Customer through the use of their own email address, only the SD;

7.1.26 not to use the Site to communicate with Customers with the intention of directly enticing them to purchase the Products directly from you in competition with the Site;

7.1.27 comply with all relevant legislation in particular but without limitation consumer protection legislation and data protection legislation (including in the UK the provisions of the Data Protection Act 2018);

7.1.28 ensure that the transactions entered into with Customers are lawful in the primary country of the Site and the jurisdiction in which delivery is to be made to the Customer.

7.1.29 not export, directly or indirectly, any products in breach of any applicable laws or regulations, (including without limitation United States export laws and regulations) to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval;

7.1.20 comply with the policies of Colourwarehouse on matters including but not limited to international trade as the same may be notified in writing to the Seller by Colourwarehouse from time to time;

7.1.31 be solely responsible for the collection and payment of all taxes due in connection with the Products sold by the Seller via the Site, including VAT (if applicable). Colourwarehouse shall not be responsible for collecting VAT from Customers on the Seller’s behalf; and

7.1.32 refrain from selling products which infringe the intellectual property or proprietary rights of any third party.

7.2 Promotion of the Seller’s own website

7.2.1 The Seller may not include a link to, or otherwise provide the address of, or promote, its (or any third party’s) website on the SD, any Product or Listing on the Site, in orders shipped that were placed by the Customer on Colourwarehouse, or in any other means of communication with the Customer.

7.2.2 The Seller may not include its email address anywhere on the Colourwarehouse Site, SD or Listing or in any other means of communication with the Customer.

7.2.3 The Seller may not bid on Colourwarehouse’s name, or variations of the Colourwarehouse brand or domain name or brand name, on Google or any other search engines, or any paid search sites.

7.2.4 The Seller acknowledges and accepts that ‘Colourwarehouse’ is a trade mark of Juliet Akiga and no rights or licences are granted to any Seller in this respect.

7.2.5 The Seller may not send promotional emails or catalogues or other promotional material to Customers introduced to the Seller by Colourwarehouse, other than those which are branded solely as from Colourwarehouse or to discuss an order placed on the Colourwarehouse Site.

7.3 Security

7.3.1 The Seller shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links at its own cost.

7.3.2 The Seller shall use its own virus protection software and shall not knowingly access, store, distribute or transmit any viruses or knowingly introduce or permit the introduction of any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful during the course of its use of the Site.

7.3.3 The Seller must ensure its username and password logins are kept safe and not accessed by any other party. If these details are lost or the Seller becomes aware that they have been accessed by any other party the Seller must contact Colourwarehouse immediately via the Site for new passwords.

7.4 Pricing and Order Processing Information

7.4.1 Product Sale Prices should be inclusive of any applicable VAT and will be deemed to be so (if applicable to the Seller and such applicability is to be solely determined by the Seller and not the responsibility of Colourwarehouse);

7.4.1.1 Each Product Sale Price should not exceed £1,000,000 inclusive of tax and shipping. Product listings with Product Sale Prices exceeding £1,000,000 will be removed from the Site.

7.4.2 The Seller acknowledges and accepts that:

7.4.2.1 it will comply with clause 12.5 of the Colourwarehouse Terms and Conditions in relation to incorrectly priced Products;

7.4.2.2 where the Seller has updated the price of a Product or Products, the updated price may take up to 2 hours to display on the Site; and

7.4.2.3 where packaging and postage costs were not correctly inputted into the SD, the Seller has no right to pursue the Customer for additional payments once the Customer has placed the order.

7.4.2.4 Colourwarehouse may discount Products for the purposes of marketing activities. Any pricing changes actioned by Colourwarehouse will not be deducted from the Seller’s payments.

7.4.3 Product Sale Prices can be added to the Site using the SD.

7.4.4 Once the Seller has received an order through the SD the Seller may accept the order (see clauses 7.4.6 and 7.4.7) and if it does:

7.4.4.1 is obliged to fulfil and dispatch the Customer order as soon as reasonably practicable and for receipt within the following timeframes (“Timeframes“) which run from the point the Seller’s handling time (“Handling Time“) expires or, if no Handling Time is set, the point the order is submitted by the Customer through the Site:

Designated delivery Timeframes (in Working Days): 1, 1-2, 2-3, 3-5, 4-6, 6-8, 6-10, 10-15, 14-30

7.4.4.1.1 Orders must be dispatched within the Seller’s Handling Time, which can be set in the SD for a maximum of 10 (ten) Working Days.

7.4.4.1.2 Priority orders must be dispatched on the same Working Day if ordered before the priority cut off time set in the SD.

7.4.4.2 must notify the Customer promptly through the SD at each of the following stages:

7.4.4.2.1 dispatch of order; and

7.4.4.2.2 any enquiries relating to the order or delivery which will be dealt with through the SD.

7.4.5 The Seller acknowledges and agrees that Colourwarehouse reserves the right to refund the Customer’s payment for an order if the Seller doesn’t meet the Timeframes for handling that order as detailed above.

7.4.6 The Seller only accepts a Customer order on dispatching the Product to the Customer. For the avoidance of doubt, the debiting of a payment card shall not constitute acceptance of an order. Where a Product is not marked as dispatched within 28 days of the order being made, the order will be cancelled or refunded.

7.4.7 Where a Seller has not accepted an order as described in 7.4.6 or where the Seller has rejected or deemed to have rejected an order, Colourwarehouse shall be entitled to refund the Customer’s payment for that order.

7.4.8 The Seller must include with all orders the appropriate invoice (if requested by the Customer).

7.4.9 The Seller must not include any other materials (other than packaging) with the package or order delivered to the Customer which are likely to have a commercially detrimental effect on Colourwarehouse, the Site or the Colourwarehouse brand.

7.5 Delivery/post and packing

7.5.1 A range of shipping options will be available for the Seller to choose to display on the Seller’s SD area. The Seller will be responsible for selecting which options shall apply. The Seller may choose to offer any appropriate option for the Seller’s Products and may choose from free shipping, flat rate shipping, weight based shipping or multiple shipping costs where multiple Products have been ordered within the same order.

7.5.2 If additional packaging and postage costs apply to the Seller’s Products, where for example the Products are heavy, fragile, bulky or precious or perishable, the Seller is responsible for ensuring that these costs are considered on their Listing in the Product Sale Price.

7.5.3 The Seller must ensure that they select the shipping options from the SD that apply to their Product, and once an order is made, they must ensure they send it according to the postage/shipping method selected by the Customer, or better. The Seller is responsible for the shipping and liable for any losses in the post including any non-delivery, mis-delivery, late delivery, theft or other error or mistake in connection with Products ordered through the Site.

7.5.4 The Seller must ensure that the Product is wrapped in a professional manner suitable for the Product. The wrapping must be appropriate for the Product (for example without limitation (a) delicate items should be wrapped in bubble packaging and (b) Products listed in any of the Sex & Adult categories should be delivered in discreet packaging).

7.5.5 The Seller must ensure that all customs and import duties are to be pre-paid for Products being delivered to addresses within the UK. The Customer is not responsible for the customs and import duties: the price shown for Products on the Site (along with any applicable delivery charges) is the price the Customer pays.

7.6 Returns and Refunds

7.6.1 By law, the Customer may cancel, return or obtain a refund in relation to the Products ordered under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 within 14 (fourteen) days of the delivery of the Products.

7.6.2 In addition Colourwarehouse requires Sellers to offer a goodwill returns policy allowing the Customer to return Products within 30 (thirty) days of the delivery of the Products provided the Products are in an unused and undamaged condition.

7.6.3 The Customer’s remedies for faulty Products will not be less than those under the Consumer Rights Act 2015.

7.6.4 For the purposes of these Terms:

7.6.4.1 Cancellable Product” means a Product that is capable of return but excludes Non-Cancellable Products.

7.6.4.2 Cancellation” means a Customer’s request to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

7.6.4.3 Dispute” means a dispute raised by a Customer if a Product is faulty, mis-described, damaged, not delivered or not delivered on time.

7.6.4.4 Non-cancellable Product” means:

7.6.4.4.1 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;

7.6.4.4.2 items sealed for health protection or hygiene purposes which a Customer has unsealed after they receive them;

7.6.4.4.3 personalised items;

7.6.4.4.4 perishable items, including but not limited to food, drink and fresh flowers;

7.6.4.4.5 audio or video recordings or computer software which a Customer has unsealed or opened after they receive them;

7.6.4.4.6 newspapers, periodicals or magazines; and

7.6.4.4.7 items which 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.

7.6.5 Cancellation requests submitted within 30 (thirty) minutes of placing the order will be processed automatically. Requests submitted after this time will be sent to the Seller for review. Orders will not be visible to the Seller via the SD until after the end of the 30 minute period for automatic Cancellations.

7.6.6 Any request for Cancellation (under clause 7.6.1) or a goodwill refund (under clause 7.6.2) after the end of the 30 minute period shall be dealt with directly between the Seller and the Customer through the SD. The Customer must contact the Seller through their online account and the Seller will receive an email notification through the SD.

7.6.7 The statutory right to cancel (under clause 7.6.1) applies to Cancellable Products. It does not apply to Non-cancellable Products.

7.6.8 If the Customer exercises the statutory right to cancel (under clause 7.6.1) in relation to a Cancellable Product within 14 days of delivery:

7.6.8.1 provided that the Customer has not used the Product and it is returned to the Seller in its original packaging, the Seller shall provide the Customer with a full refund of the Product Sale Price and any postage costs; or

7.6.8.2 if the Customer has used the Product or had it installed, the Seller may not be able to sell it to someone else, thereby reducing its value. The Seller may reduce the Customer’s refund of the Product Sale Price (excluding postage costs) to reflect any such reduction in the value of the Product; and

7.6.8.3 the Seller shall process any refund due to the Customer as soon as possible (usually within 3 Working Days) and in any case no later than 14 days from the date on which the Seller receives the Product back from the Customer.

7.6.9 If the Customer requests a goodwill refund (under clause 7.6.2) the Seller shall process the refund as soon as possible (usually within 3 Working Days) after the Seller receives the Product back from the Customer provided that the Product is in an unused and undamaged condition.

7.6.10 If the Customer ends their contract with the Seller and requires a refund because a Product is faulty or misdescribed or because they have a legal right to do so as a result of something the Seller has done wrong, the Seller shall either (at its discretion) (1) pay the costs incurred by the Customer in returning the Product to the Seller or (2) arrange for collection of the Product at the Seller’s cost and refund to the Customer the full cost of the Product and the delivery charges. Any refund made shall be processed by the Seller as soon as possible (usually within 3 Working Days of the date of return or collection).

7.6.11 All refunds shall be processed via the SD and the Seller shall not issue refunds by cheque or other similar means.

7.6.12 The Seller shall ensure that when selling on the Site, a returns address within the primary country of the Site is clearly provided on the Seller Shop to which a Customer may return a Cancellable Product. Alternatively the Seller shall:

7.6.12.1 provide the Customer with either (i) a pre-paid returns label to return a Cancellable Product or (ii) a refund without requesting the Cancellable Product must be returned; or

7.6.12.2 arrange for collection of the Product at the Seller’s cost.

7.7 Payment

7.7.1 Payments for Products on the Site shall be made directly by a Customer to the Seller through the Site, using PayPal. Transactions shall be recorded on the Seller’s designated SD. The Seller must check the SD daily for alerts of new orders.

7.7.2 Once the Customer has submitted their order through the Site, funds are taken from the Customer and held by PayPal, until the order is marked as dispatched in the SD by the Seller. Only once the order is marked as dispatched will the funds be released from PayPal to the Seller. During this process, the transaction within the Seller’s PayPal account will show as “Payment on hold by partner”.

7.7.3 The Seller hereby appoints Colourwarehouse as its payment processing agent from the purposes of managing payments from Customers and making any necessary refunds on your behalf in line with these Terms.

7.7.4 In addition Colourwarehouse shall notify the Seller by email of orders awaiting dispatch in their SD, but Colourwarehouse does not warrant the reliability of email communications.

7.7.5 Following receipt of such notification, the Seller shall process each and every order it accepts in accordance with the Timeframes, using the Seller’s SD access. Upon dispatch of each order, the Seller shall further confirm this with the Customer, through their SD by clicking the “Dispatch” button. This also signifies acceptance of the Customer’s order.

7.7.6 Subject to clause 7.7.7, Colourwarehouse shall notify PayPal to pay the Seller the Product Sale Price together with shipping costs for the relevant Product less the applicable Product Sales Fee and the applicable Product Boost Fee (and any VAT chargeable by Colourwarehouse on such sums, subject to receipt by the Seller of a valid VAT invoice from Colourwarehouse) (if any). Where the parties agree to a Product Boost Fee, the Seller agrees to pay an addition fee (between 1-10%) if a Product sells from a boosted position of sale. The Seller can control the listings to which the boost function is applied and can disable it as any time although the system can take up to 8 hours to update across all channels (during which time the Product Boost Fee will continue to apply).

7.7.7 Sometimes a Customer may pay for Products using Discount Codes (as defined in our Discount Codes Terms) which we have issued to them through the Site, or we may offer discounts through price crash events. However these promotions shall not affect your right to receive full payment as set out in clause 7.7.6.

7.7.8 Colourwarehouse reserves the right to change the Monthly Subscription Fees or the Product Sales Fee upon providing the Seller with 30 days’ prior written notice.

8 Limitation Of Liability And Indemnity

8.1 Nothing in these Terms shall limit or exclude our liability:

8.1.1 for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or

8.1.2 fraud or fraudulent misrepresentation;

8.2 Subject to clause 8.1:

8.2.1 we shall not be liable to you whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any loss of profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or contracts, or for any indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

8.2.2 our total aggregate liability to you arising under or in connection with the sale of the Products to the Customers and these Terms, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall not exceed the total amount in Monthly Subscription Fees that you have paid to us in the 12 months immediately preceding the date on which the claim arose; and

8.2.3 we assume no liability in relation to the Products. It is your responsibility to take out the relevant insurance necessary to cover the cost of the Products you are supplying to Customers in the event that they are lost or damaged in transit.

8.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

8.4 The Seller shall indemnify and hold Colourwarehouse harmless against all liabilities, claims, actions, proceedings, expenses, damages, losses and costs (including but not limited to any direct, indirect or consequential losses, and all interest, penalties, taxes, duties and legal costs and all other reasonable professional costs and expenses) arising out of or in connection with the Seller’s use of the Site.

8.5 From time to time, it will be necessary for Colourwarehouse to perform Site updates and carry out maintenance of the Site. Although we will try to do this at times which are least likely to inconvenience our Sellers and Customers, and we will always try to notify Sellers of any planned maintenance, we shall have no liability to you for loss of profits or any other losses caused by maintenance carried out on the Site or downtime of the Site.

9 Termination

9.1 Without limiting each party’s other rights or remedies available to it, each party may terminate the Seller’s membership of the Site with immediate effect by giving written notice to the other party if:

9.1.1 the other party fails to pay any undisputed amount due under these Terms on the due date for payment and fails to remedy that breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

9.1.2 the other party commits a material breach of any other terms of these Terms which breach is irremediable or (if such breach is remediable) fail to remedy that breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

9.1.3 the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to these Terms;

9.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy;

9.1.5 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits its inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

9.1.6 the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), having a receiver or administrative receiver appointed to or a creditor or encumbrancer taking possession of any of its assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.1.7 the other party suspends or ceases, or threatens to suspend or cease, to carry all or a substantial part of its business.

9.2 Without limiting our other rights or remedies, if the Seller fails to achieve the seller performance metrics across the Site in any month then we will provide you with written notice of such failure setting out full details of such failure and we will work with you to help you meet the seller metrics in subsequent months. If (subject to us providing you with such notice after the first month) you fail to meet the same seller performance metric(s) across the Site for two consecutive months, we shall have the right, at our absolute discretion, to:

9.2.1 grant the Seller only Restricted Access to the SD; and/or

9.2.2 terminate your membership of the Site by giving you 30 days’ written notice.

9.3 Without limiting your other rights or remedies, you shall have the right to terminate your membership of the Site by giving us 30 days’ written notice through the SD.

9.4 Without limiting our other rights or remedies, we shall have the right to immediately suspend your access or grant you only Restricted Access to the SD if you commit a material breach of clause 7 or any other provision of these Terms and, in the case of a breach which is capable of remedy, fail to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

10 Consequences Of Termination

On termination of your membership of the Site:

10.1 if Colourwarehouse terminates your membership of the Site, all sums due to Colourwarehouse in accordance with these Terms shall become immediately due and payable;

10.2 if Colourwarehouse terminates you membership in accordance with clause 9.2.4 or you terminate your membership in accordance with any of the provisions of clause 9, you shall continue to pay to us all of our outstanding Monthly Subscription Fees, any other fees set out under clause 6 and any other amounts which are properly owed to us together with any applicable VAT in accordance with these Terms;

10.3 you shall ensure that all orders placed before termination are fulfilled where your level of access to the SD permits you to do so;

10.4 you shall return to us any property which belongs to us. Until such property has been returned, you shall be solely responsible for its safe keeping and will not use it for any purpose;

10.5 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected or prejudiced. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;

10.6 all licences granted under these Terms will expire on termination unless required for the purposes of clause 10.2;

10.7 clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

10.8 you acknowledge and accept that we reserve the right to pass your contact details to a Customer where, on termination of these Terms, there remain any Disputes or issues which are unresolved between you and the Customer.

11 Confidentiality

11.1 Colourwarehouse will take all precautions to securely store all of the Seller’s Product and business information and will not share this with any third party, unless specific permission is granted by the Seller.

11.2 Neither party will disclose any details of the other party’s correspondence or operations (including the operations of the SD and marketing plans) to any third parties, except its group companies and employees, workers, consultants, agents or representatives that have a genuine need to know that information in connection with the implementation of these Terms (“Permitted Recipients”) provided that the disclosing party informs those Permitted Recipients of the confidential nature of the information before it is disclosed and procures that those Permitted Recipients comply with the obligations in this clause 11 as if they were the disclosing party. The disclosing party shall be liable for the actions or omissions of the Permitted Recipients as if they were the actions or omissions of the disclosing party.

11.3 The obligations of confidentiality under these Terms shall remain in effect for 5 (five) years after the termination or expiry of these Terms.

12 Intellectual Property Rights

12.1 The copyright, design rights and all other intellectual property rights in the Site and in any materials and other documents or items that we prepare or produce in any form whatsoever in connection with the Site (“Documentation”) will belong to us absolutely.

12.2 You may not use the Documentation without Colourwarehouse prior written consent.

12.3 You acknowledge and accept that the copyright, design rights and all other intellectual property rights in a Listing will belong to us absolutely or have been licensed to us. Listing a Product against a Listing does not grant you any intellectual property rights in that Listing.

12.4 We hereby grant you a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right to use each Listing for the sole purpose of advertising the Products which you sell through the Site.

12.5 Except as expressly stated in clause 12.4 above, these Terms do not grant the Seller any rights to, under or in, any copyright, designs, patents, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Site or any of our Documentation.

12.6 Colourwarehouse represents, undertakes and warrants that it is the legal beneficial owner of all intellectual property on the Site (including without limitation the SD) or has an irrevocable licence to use such intellectual property for the purposes for which it is used. Colourwarehouse shall indemnify the Seller and hold the Seller harmless against any and all damages, liabilities, costs, expenses and losses arising out of or relating to any non-compliance or breach of this clause 12.5. Colourwarehouse acknowledges and agrees that clause 8 shall not apply in relation to this indemnity.

12.7 Your name, logo and all other intellectual property rights that relates to you (including those in any materials and other documents or items that we prepare or produce in connection with the Site) will belong to you absolutely.

13 Seller’s IPR Warranty And Indemnity

13.1 The Seller warrants to Colourwarehouse that it is the legal beneficial owner of all the IPR and/or possesses a valid licence to use the materials which it provides or uploads to the Site including the data, information (for example Listing Information and Seller Information), photographs, logos and images and the use of any such materials by Colourwarehouse pursuant to these Terms will not infringe the IPR of any third party.

13.2 The Seller shall indemnify Colourwarehouse and hold Colourwarehouse harmless against any and all claims, actions, proceedings, damages, liabilities, costs, expenses and losses (including without limitation court costs and reasonable legal fees) arising out of or relating to any non-compliance or breach of this clause 13.

13.3 For the purposes of these Terms, “IPR” shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in set-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in computer software, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

14 Law And Jurisdiction

Contracts for the purchase of goods or services through our Site shall be governed by English law. Any dispute or claim arising from, or related to, such contracts (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England.

15 General

15.1 Neither party shall be responsible if it is prevented from or delayed in performing any of our obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, lockdown, COVID-19 related matters, the ending of the transition period for the UK’s departure from the EU, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15.2 No party shall assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under these Terms without the other party’s prior written consent, provided at all times that the Seller is permitted assign or subcontract its obligations under these Terms to its group companies.

15.3 Any notice or other communication required or permitted to be given to a party under these Terms shall be deemed to have been validly given if served personally on that party or if sent by First Class pre-paid post to that party’s registered office (if a company) or its principal place of business (in any other case) or if sent by email to that party’s email address as set notified to the other party in writing in accordance with this clause. Any notice or other communication shall be deemed to have been received: (a) if served personally, on signature of a delivery receipt; (b) if sent by First Class pre-paid post, 2 Working Days after the date of posting; and (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on a Working Day.

15.4 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.5If any provision or part-provision of these Terms is or becomes void, voidable, illegal or otherwise unenforceable (or indications to that effect are received by us from any competent authority) then that provision shall be deemed deleted to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable. If any provision or part-provision of these Terms is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.6 Nothing in these Terms is intended or shall be deemed to create a partnership or joint venture of any kind between the parties, nor authorise either party to act as agent for the other, and you shall have no authority to act in our name or on our behalf or otherwise to bind us in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.7 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.8 No variation of these Terms shall be binding unless made in writing and signed by you and us.

15.9 These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

15.10 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with English law.

15.11 Each party irrevocably agrees that the English Courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

15.12 References in these Terms to “writing” includes email (provided the email is supported by a valid server delivery receipt).


Schedule 1

Fees

Monthly Subscription Fees

Standard Seller Subscription Fee: £49.95 per month (plus VAT)

Partner Seller Subscription Fee: £0 per month (plus VAT)

Selling Fees

Colourwarehouse may charges a different selling fee depending upon the category that your product is placed in on CNETWORK. Our selling fees are detailed below:

CategoryFee
Beauty14.95%
Fashion14.95%
Jewellery
Others
14.95%
9.95%

Selling Fees (plus VAT) can be found by calculating:

  • Correct % of the Product Sale Price (as per Selling Fee table above); and
  • 9% of the total delivery cost;

and adding the two to find the total.

Colourwarehouse selling fees are set at a minimum of 1p (1 penny) per product. If, for any reason, the selling fees work out to be less than this amount, the Seller will be charged 1p regardless.

Colourwarehouse may discount Selling Fees for the purposes of the Colourwarehouse Deals platform. Discounted fees are a marketing tool actioned by Colourwarehouse to offer the Customer a saving, and will appear on your invoice (as detailed in clause 4.8) accordingly.


Schedule 2

Prohibited Products

If a product is defined as a Prohibited Product by either Colourwarehouse or PayPal, it must not be sold on the Site.

You may not sell any of the following:

  • Products that are illegal in any way or contravene local rules or legislation.
  • Explosives, weapons and related items.
  • Animal parts or products.
  • Counterfeit, unauthorised or unlicensed merchandise.
  • A toy not marked with the CE mark.
  • A medical device not marked with the CE mark.
  • An electronic good not marked with the CE mark, without a plug, or which has been subject to a product safety recall.
  • A Product which infringes the IPR of a third party.
  • Offensive and/or Controversial Materials, classified as Products that promote, incite or glorify hatred or violence towards any person.
  • Unauthorised or restricted chemicals including but not limited to biocides, pesticides, and detergents.

You may not sell any of the following in the United Kingdom (if you are selling in other parts of the world, you must comply with equivalent local regulations in respect of these and any similar matters):

  • Zero-powered cosmetic contact lenses can be supplied only under the supervision of a registered optometrist, dispensing optician or medical practitioner.

You can see which Products violate PayPal’s Acceptable Use Policy here: https://www.paypal.com/en/webapps/mpp/ua/acceptableuse-full

If you are unsure as to whether a Product is a Prohibited Product or not, please register now and we can let you know. Existing sellers can submit a ticket here.

CUSTOMER TERMS

Text here.

COLOURWAREHOUSE MARKETPACE NETWORK (CNETWORK)

1 Acceptance of Terms 

1.1 These provisions set out the terms and conditions (“Terms“) on which you (the “Seller“, “you” and “your“) may become a member of the Colourwarehouse Marketplace Network (CNETWORK) to sell products and services (“Products“) on a CNETWORK website (“Site“).

1.2 Your use of the Site is governed by these Terms, Terms and Conditions and by the Privacy Policy together with any other documents referred to in these Terms. Please take the time to read these documents, as they include important terms which apply to you. 

1.3 Any words following the terms includingincludein particularfor example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

2 About Us 

2.1 The Site is operated by Juliet Akiga trading as Colourwarehouse (“Colourwarehouse“, “us“, “we” and “our“). We are registered in England and Wales with our registered office address at Kemp House, 152-160 City Road, London, EC1V 2NX. Contact us here. 

3 Overview of Roles 

3.1 Colourwarehouse allows the Seller to list and sell our Products and their Products on the Site according to all our Terms including the Customer Terms. As the Seller of the Products, you assume all responsibilities, represent, offer warranty or guarantee, whether express or implied, as to the Products. 

3.2 Where a Customer orders a Product through the Site, the contract is formed solely between the Seller and the Customer at the completion of the sale (“Contract”). A Contract will comprise the Seller’s terms (which include, as a minimum, the Customer Terms), the email confirmation of the Customer’s order and the information on the Site. Colourwarehouse is not a party to that Contract, is not liable for the Contract or any claim or dispute arising out of or in connection with it nor is Colourwarehouse acting as the Seller’s agent. 

3.3 The Terms (and the documents referred to in them) may be updated from time to time. The Seller should check these Terms every time they wish to use our Site to ensure they understand the Terms that apply at that time.  

3.4 Seller details are displayed on the Site.  

4 Process 

4.1 During the registration process the Seller will be asked to select a country of registration. This country must be featured among the list of supported countries offered by our payment service provider PayPal.com (“PayPal“) and the Seller must be able to set up a business account in the chosen country. 

4.2 Sellers selecting a country outside of the supported countries offered by PayPal will be warned “Country Warning” that they should only continue with registration if they have secured services with PayPal. Please note that if a Seller completes the application process, including payment for the Monthly Subscription Fee (as defined in clause 6.1), and continues past the Country Warning, Colourwarehouse will not be liable for a refund of the Monthly Subscription Fee. 

4.3 Once the Seller has successfully completed the application process, and your Monthly Subscription Fee (as defined in clause 6.1) has been received, the Seller will be given their own dedicated area of access called the Seller Control Panel (“Dashboard“). There the Seller can upload, update and review detailed Listing Information (as defined in clause 7.1.6) for its Products (photos, text, shipping methods etc). Orders will be logged into the DASHBOARD. From here, the Seller will be able to manage Customer orders, view and manage Disputes (as defined in clause 7.6.4), view and print sales history between the Seller and Colourwarehouse, update and manage stock levels, view performance reports, manage their subscription and handle Customer feedback. All financials will be stored in the DASHBOARD and all communication with the Customers and Colourwarehouse team will be made through the DASHBOARD. 

4.4 The Seller will then be able to either create a new Listing (as defined in clause 7.1.6) or use an existing Listing to list their Products. 

4.5 If another seller is already using a Listing and you wish to update the details for that Product listed on that Listing, you can submit a request to change the Listing, however this will not automatically update on the Site without Colourwarehouse accepting the changes. A Listing can only be edited without Colourwarehouse accepting the changes, in a limited capacity, if you are the only seller currently using that Listing and/or no other seller is currently using that Listing. 

4.6 Colourwarehouse may restrict the Seller’s access to the DASHBOARD in the following circumstances: 

4.6.1 pursuant to clause 6.3.3 (non-payment); 

4.6.2 on termination of the Seller’s membership of CNETWORK; 

4.6.3 if the Seller fails to dispatch orders and Colourwarehouse, having made reasonable attempts to contact the Seller, believes that the Seller is inactive; 

4.6.4 if Colourwarehouse, having made reasonable attempts to contact the Seller, otherwise believes that the Seller is inactive; 

4.6.5 if Colourwarehouse has reasonable grounds to believe that the Seller is using the Site to sell counterfeit goods or is otherwise infringing the intellectual property or proprietary rights of any third party; 

4.6.6 if the Seller has a high rate of cancellations or refunds or is failing to deal with Customers’ queries or complaints; 

4.6.7 if there are other issues with the Seller’s listings which Colourwarehouse believes could give rise to issues with Customers; or 

4.6.8 pursuant to clause 9.4, 

in which case the Seller will only have access that enables the Seller to view and manage current orders, view invoices between the Seller and Colourwarehouse, mark orders as dispatched and handle Customer feedback (“Restricted Access“). Whilst a Seller has Restricted Access, its Listings will still be visible to Customers but Customers will only be able to buy CNETWORK products. 

4.7 When payment is made by a Customer, the funds will be paid straight to a CNETWORK PayPal account in accordance with PayPal’s terms and conditions. The funds are placed on hold until the Seller dispatches the order to the Customer and updates the order status to “dispatched”. Colourwarehouse will then release the funds to the Seller, minus the Product Sales Fee in accordance with the process set out under clause 6.2. 

4.8 Colourwarehouse will provide the Seller with a VAT invoice monthly for each Monthly Subscription Fee (as defined in clause 6.1) and the Product Sales Fees (as defined in clause 6.2). The VAT invoice will be prepared and provided to the Seller during the subsequent month following the period for which the VAT invoice relates e.g. the VAT invoice relating to the calendar month of February will be prepared on the 1st of March, the VAT invoice relating to the calendar month of March will be prepared on the 1st of April. 

5 Commencement and Duration 

5.1 The Seller’s membership will commence on the later of: 

5.1.1 the Seller having confirmed their acceptance of these Terms; and 

5.1.2 the date on which we have approved the Seller’s application, received the first Monthly Subscription Fee and granted the Seller access to the DASHBOARD. 

(“Commencement Date”) and shall continue unless and until terminated in accordance with clause 6.3.4 or clause 9. 

6 Membership and Charges 

6.1 Monthly Subscription Fee 

6.1.1 Every Seller is required to pay a subscription fee for each calendar month during which they are a member of the Network (“Monthly Subscription Fee“). This fee is based on a monthly rolling contract and there is no minimum commitment. For the avoidance of doubt, references to “monthly” in these Terms shall refer to calendar months. 

6.1.2 The Monthly Subscription Fee is a non-refundable fee which will be processed online by recurring payments made in advance starting on the Commencement Date and then monthly thereafter (“Due Date”) unless the Seller serves 30 days’ written notice through the DASHBOARD to terminate these Terms under clause 9.3. 

6.1.3 Where the first Monthly Subscription Fee is taken on the 28th, 29th, 30th or 31st of a month, the subsequent Due Dates will be as close to the original payment dates as possible and no later than the date on which the first Monthly Subscription Fee was taken. The Monthly Subscription Fee is subject to VAT (where applicable) subject to receipt by the Seller of a valid VAT invoice from Colourwarehouse. 

6.1.4 There is one Monthly Subscription Fee option, which may be increased from time to time by Colourwarehouse (in accordance with clause 3.3), as detailed in Schedule 1, which includes our Standard Seller Subscription Fee and a Partner Seller Subscription Fee. 

6.1.4.1 The Partner Seller Subscription Fee includes additional services and marketing activities/routes as advertised on the Site. Sellers who choose to sign up with the Partner Seller Subscription Fee as their Monthly Subscription Fee will be known as “Partner Sellers“. 

6.1.4.2 Please note that the additional services and marketing activities/routes detailed on the Network are examples only and should be treated as such. The Seller acknowledges and accepts that not all services or marketing activities/routes mentioned on the Site may be available to all sellers. 

6.1.4.3 All Sellers will have access to Colourwarehouse Support Team, who will support them with questions and advice relating to selling on the Network. 

6.2 Product Sales Fee 

6.2.1 When a sale is made for a Product listed on the Site, a fee (“Product Sales Fee”) is payable by the Seller. This is made up of two parts: 

6.2.1.1 the first part is calculated as a percentage of the Product Sale Price (as defined in clause 7.1.6); and 

6.2.1.2 the second part is a percentage of the shipping costs associated with that order calculated at the flat rate set out in Schedule 1. 

6.3 Remedies for late payment 

Without limiting any of our other rights, if the Seller fails to pay to us any undisputed amounts owed to us under these Terms on the due date for payment, at our option we shall have the right to: 

6.3.1 deduct the outstanding amounts from any future funds received from Customers in payment for the Seller’s Products ordered through the Network i.e. offset any amounts that are payable by you to us against any payments we make to you, until any outstanding amounts are settled; and/or 

6.3.2 seek any other payment or reimbursement from you by any other lawful means; and/or 

6.3.3 in the case of failure to pay the Monthly Subscription Fees, grant the Seller only Restricted Access to the Network until payment has been made. Restricted Access will be granted via an automated process, as follows. If the first payment attempt is unsuccessful, Colourwarehouse’s system will make 3 more attempts (each one 24 hours after the last) to collect the Monthly Subscription Fees and each failure will trigger an automatic email notification to the Seller. After a total of 4 unsuccessful attempts the Seller’s account will be automatically suspended from the Network and Site, following which the Seller will need to reactivate the Site (and pay the outstanding Monthly Subscription Fees) to regain access; and/or 

6.3.4 Charge the Seller interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Seller must pay us interest together with the overdue amount. 

7 Seller Commitments and Order Processing 

7.1 In signing up to these Terms, the Seller commits to: 

7.1.1 sell Products on terms which include, as a minimum, the Colourwarehouse Customer Terms; 

7.1.2 supply only Products that can be delivered to the Customer within the Timeframes stated in clause 7.4.4.1. For the purposes of these Terms a “Working Day” means any day that is not a Saturday, Sunday or Bank Holiday in the primary country of the Site; 

7.1.3 be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering the Products to the Customers using reasonable skill and care; 

7.1.4 ensure that the Seller’s company name, company number, registered office and where applicable trading address and VAT registration number (“Seller Information”) are clearly displayed on the Seller’s Shop and updated, as necessary, as soon as practicable. This shall include updating the details of the Seller’s VAT registration number. Should the Seller no longer hold a VAT registration number, it shall remove this from the Seller Shop. The Seller acknowledges that Colourwarehouse shall have no liability in relation to the Seller’s VAT registration details or any other Seller Information which it is obliged to display and keep updated under this clause 7.1.4; 

7.1.5 indemnify Colourwarehouse against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to a breach of clause 7.1.4; 

7.1.6 take responsibility for the accuracy and detail of all Product information (including Product descriptions, images, measurements, condition and any other supplementary information about the Products) as well as the price which the Products are sold at (“Product Sale Price“) along with stock value (the total amount of stock that Seller has available for Colourwarehouse Customers to purchase) and the Seller’s SKU (Stock keeping Unit) of the product (“Listing Information”), ensuring that this information is detailed in a listing on the DASHBOARD (“Listing“). You agree that you are responsible for the accuracy of the information provided in a Listing whether you are creating the Listing or using an existing Listing; 

7.1.7 promptly notify Colourwarehouse of any inaccuracy in any Listing and how the inaccuracy should be corrected, and use all reasonable endeavours to resolve promptly any Customer complaints arising from any such inaccuracy; 

7.1.8 indemnify Colourwarehouse against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading descriptions of the Products sold on the Site or Listing Information; 

7.1.9 ensure that it does not misrepresent the origin of the Products through any description made of the Products via the DASHBOARD whether contained in a Listing or otherwise; 

7.1.10 ensure that all postage costs and additional postage costs displayed through the Site are accurate; 

7.1.11 ensure the Products are of satisfactory quality; 

7.1.12 ensure the photographic quality of the Products is high and have a white background colour where possible. We recommend using professional photographs but this is not essential; 

7.1.13 ensure that the Seller updates the DASHBOARD with all periods of holiday (“Seller’s Holiday Period“); 

7.1.14 use reasonable endeavours to respond to order enquires with Colourwarehouse or Customers in a timely manner (immediately, if possible, at least within 1 Working Day) unless made during the Seller’s Holiday Period; 

7.1.15 ensure that they keep up to date with the DASHBOARD on a daily basis, tracking orders, updating dispatches and orders and responding promptly to Customers requesting a return or raising a Dispute unless made during the Seller’s Holiday Period; 

7.1.16 ensure stock levels are accurate in all material respects (and available); 

7.1.17 prepare a suitable invoice for each order and ensure that this is sent to the Customer when requested; 

7.1.18 ensure that where a Product should not be sold to Customers under a certain age, that the minimum age for that Product is correctly entered into the DASHBOARD (where applicable); 

7.1.19 indemnify Colourwarehouse against all liabilities, costs, claims, actions, proceedings, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to a breach of clause 7.1.18; 

7.1.20 refrain from selling any Prohibited Products (as detailed in Schedule 2); 

7.1.21 refrain from uploading offensive or nude images or material or otherwise breaching Colourwarehouse Terms of Website Use; 

7.1.22 indemnify Colourwarehouse against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Colourwarehouse arising out of or in connection with any claims related to a breach of clauses 7.1.20 or 7.1.21; 

7.1.23 only use the Site to sell Products as permitted under these Terms; 

7.1.24 ensure any issues that the Seller wishes to raise with Colourwarehouse with regards to the Site are communicated to Colourwarehouse via email [email protected]; 

7.1.25 communicate with the Customer in a friendly manner and resolve customer issues appropriately; 

7.1.26 not to use the Site to communicate with Customers with the intention of directly enticing them to purchase the Products directly from you in competition with the Site; 

7.1.27 comply with all relevant legislation in particular but without limitation consumer protection legislation and data protection legislation (including in the UK the provisions of the Data Protection Act 2018); 

7.1.28 ensure that the transactions entered into with Customers are lawful in the primary country of the Site and the jurisdiction in which delivery is to be made to the Customer. 

7.1.29 not export, directly or indirectly, any products in breach of any applicable laws or regulations, (including without limitation United States export laws and regulations) to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval; 

7.1.30 comply with the policies of Colourwarehouse on matters including but not limited to international trade as the same may be notified in writing to the Seller by Colourwarehouse from time to time; 

7.1.31 be solely responsible for the collection and payment of all taxes due in connection with the Products sold by the Seller via the Site, including VAT (if applicable). Colourwarehouse shall not be responsible for collecting VAT from Customers on the Seller’s behalf; and 

7.1.32 refrain from selling products which infringe the intellectual property or proprietary rights of any third party. 

7.2 Promotion of the Seller’s own website 

7.2.1 The Seller may not include a link to, or otherwise provide the address of, or promote, its (or any third party’s) website on the DASHBOARD, any Product or Listing on the Site, in orders shipped that were placed by the Customer on Colourwarehouse, or in any other means of communication with the Customer. 

7.2.3 The Seller may not bid on Colourwarehouse name, or variations of the Colourwarehouse brand or domain name or brand name, on Google or any other search engines, or any paid search sites. 

7.2.4 The Seller acknowledges and accepts that ‘Colourwarehouse’ is a trade mark of Juliet Akiga and no rights or licences are granted to any Seller in this respect. 

7.2.5 The Seller may not send promotional emails or catalogues or other promotional material to Customers introduced to the Seller by Colourwarehouse, other than those which are branded solely as from Colourwarehouse or to discuss an order placed on the Colourwarehouse Site. 

7.3 Security 

7.3.1 The Seller shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links at its own cost. 

7.3.2 The Seller shall use its own virus protection software and shall not knowingly access, store, distribute or transmit any viruses or knowingly introduce or permit the introduction of any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful during the course of its use of the Site. 

7.3.3 The Seller must ensure its username and password logins are kept safe and not accessed by any other party. If these details are lost or the Seller becomes aware that they have been accessed by any other party the Seller must contact Colourwarehouse immediately via the Site for new passwords. 

7.4 Pricing and Order Processing Information 

7.4.1 Product Sale Prices should be inclusive of any applicable VAT and will be deemed to be so (if applicable to the Seller and such applicability is to be solely determined by the Seller and not the responsibility of Colourwarehouse); 

7.4.2 The Seller acknowledges and accepts that: 

7.4.2.1 it will comply with clause 12.5 of the Colourwarehouse Customer Terms in relation to incorrectly priced Products; 

7.4.2.2 where the Seller has updated the price of a Product or Products, the updated price may take up to 2 hours to display on the Site; and 

7.4.2.3 where packaging and postage costs were not correctly inputted into the DASHBOARD, the Seller has no right to pursue the Customer for additional payments once the Customer has placed the order. 

7.4.2.4 Colourwarehouse may discount Products for the purposes of marketing activities. Any pricing changes actioned by Colourwarehouse will not be deducted from the Seller’s payments. 

7.4.3 Product Sale Prices can be added to the Site using the DASHBOARD. 

7.4.4 Once the Seller has received an order through the DASHBOARD the Seller may accept the order (see clauses 7.4.6 and 7.4.7) and if it does: 

7.4.4.1 is obliged to fulfil and dispatch the Customer order as soon as reasonably practicable and for receipt within the following timeframes (“Timeframes“) which run from the point the Seller’s handling time (“Handling Time“) expires or, if no Handling Time is set, the point the order is submitted by the Customer through the Site: 

Designated delivery Timeframes (in Working Days): 1, 1-2, 2-3, 3-5, 4-6, 6-8, 6-10, 10-15, 14-30 

7.4.4.1.1 Orders must be dispatched within the Seller’s Handling Time, which can be set in the DASHBOARD for a maximum of 10 (ten) Working Days. 

7.4.4.1.2 Priority orders must be dispatched on the same Working Day if ordered before the priority cut off time set in the DASHBOARD. 

7.4.4.2 must notify the Customer promptly through the DASHBOARD at each of the following stages: 

7.4.4.2.1 dispatch of order; and 

7.4.4.2.2 any enquiries relating to the order or delivery which will be dealt with through the DASHBOARD. 

7.4.5 The Seller acknowledges and agrees that Colourwarehouse reserves the right to refund the Customer’s payment for an order if the Seller doesn’t meet the Timeframes for handling that order as detailed above. 

7.4.6 The Seller only accepts a Customer order on dispatching the Product to the Customer. For the avoidance of doubt, the debiting of a payment card shall not constitute acceptance of an order. Where a Product is not marked as dispatched within 28 days of the order being made, the order will be cancelled or refunded. 

7.4.7 Where a Seller has not accepted an order as described in 7.4.6 or where the Seller has rejected or deemed to have rejected an order, Colourwarehouse shall be entitled to refund the Customer’s payment for that order. 

7.4.8 The Seller must include with all orders the appropriate invoice (if requested by the Customer). 

7.4.9 The Seller must not include any other materials (other than packaging) with the package or order delivered to the Customer which are likely to have a commercially detrimental effect on Colourwarehouse, the Site or the Colourwarehouse brand. 

7.5 Delivery/post and packing 

7.5.1 A range of shipping options will be available for the Seller to choose to display on the Seller’s DASHBOARD area. The Seller will be responsible for selecting which options shall apply. The Seller may choose to offer any appropriate option for the Seller’s Products and may choose from free shipping, flat rate shipping, weight based shipping or multiple shipping costs where multiple Products have been ordered within the same order. 

7.5.2 If additional packaging and postage costs apply to the Seller’s Products, where for example the Products are heavy, fragile, bulky or precious or perishable, the Seller is responsible for ensuring that these costs are considered on their Listing in the Product Sale Price. 

7.5.3 The Seller must ensure that they select the shipping options from the DASHBOARD that apply to their Product, and once an order is made, they must ensure they send it according to the postage/shipping method selected by the Customer, or better. The Seller is responsible for the shipping and liable for any losses in the post including any non-delivery, mis-delivery, late delivery, theft or other error or mistake in connection with Products ordered through the Site. 

7.5.4 The Seller must ensure that the Product is wrapped in a professional manner suitable for the Product. The wrapping must be appropriate for the Product (for example without limitation (a) delicate items should be wrapped in bubble packaging and (b) Products listed in any of the Sex & Adult categories should be delivered in discreet packaging). 

7.5.5 The Seller must ensure that all customs and import duties are to be pre-paid for Products being delivered to addresses within the UK. The Customer is not responsible for the customs and import duties: the price shown for Products on the Site (along with any applicable delivery charges) is the price the Customer pays. 

7.6 Returns and Refunds 

7.6.1 By law, the Customer may cancel, return or obtain a refund in relation to the Products ordered under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 within 14 (fourteen) days of the delivery of the Products. 

7.6.2 In addition Colourwarehouse requires Sellers to offer a goodwill returns policy allowing the Customer to return Products within 30 (thirty) days of the delivery of the Products provided the Products are in an unused and undamaged condition. 

7.6.3 The Customer’s remedies for faulty Products will not be less than those under the Consumer Rights Act 2015. 

7.6.4 For the purposes of these Terms: 

7.6.4.1 “Cancellable Product” means a Product that is capable of return but excludes Non-Cancellable Products. 

7.6.4.2 “Cancellation” means a Customer’s request to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. 

7.6.4.3 “Dispute” means a dispute raised by a Customer if a Product is faulty, mis-described, damaged, not delivered or not delivered on time. 

7.6.4.4 “Non-cancellable Product” means: 

7.6.4.4.1 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; 

7.6.4.4.2 items sealed for health protection or hygiene purposes which a Customer has unsealed after they receive them; 

7.6.4.4.3 personalised items; 

7.6.4.4.4 perishable items, including but not limited to food, drink and fresh flowers; 

7.6.4.4.5 audio or video recordings or computer software which a Customer has unsealed or opened after they receive them; 

7.6.4.4.6 newspapers, periodicals or magazines; and 

7.6.4.4.7 items which 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. 

7.6.5 Cancellation requests submitted within 30 (thirty) minutes of placing the order will be processed automatically. Requests submitted after this time will be sent to the Seller for review. Orders will not be visible to the Seller via the DASHBOARD until after the end of the 30 minute period for automatic Cancellations. 

7.6.6 Any request for Cancellation (under clause 7.6.1) or a goodwill refund (under clause 7.6.2) after the end of the 30 minute period shall be dealt with directly between the Seller and the Customer through the DASHBOARD. The Customer must contact the Seller through their online account and the Seller will receive an email notification through the DASHBOARD. 

7.6.7 The statutory right to cancel (under clause 7.6.1) applies to Cancellable Products. It does not apply to Non-cancellable Products. 

7.6.8 If the Customer exercises the statutory right to cancel (under clause 7.6.1) in relation to a Cancellable Product within 14 days of delivery: 

7.6.8.1 provided that the Customer has not used the Product and it is returned to the Seller in its original packaging, the Seller shall provide the Customer with a full refund of the Product Sale Price and any postage costs; or 

7.6.8.2 if the Customer has used the Product or had it installed, the Seller may not be able to sell it to someone else, thereby reducing its value. The Seller may reduce the Customer’s refund of the Product Sale Price (excluding postage costs) to reflect any such reduction in the value of the Product; and 

7.6.8.3the Seller shall process any refund due to the Customer as soon as possible (usually within 3 Working Days) and in any case no later than 14 days from the date on which the Seller receives the Product back from the Customer. 

7.6.9If the Customer requests a goodwill refund (under clause 7.6.2) the Seller shall process the refund as soon as possible (usually within 3 Working Days) after the Seller receives the Product back from the Customer provided that the Product is in an unused and undamaged condition. 

7.6.10If the Customer ends their contract with the Seller and requires a refund because a Product is faulty or misdescribed or because they have a legal right to do so as a result of something the Seller has done wrong, the Seller shall either (at its discretion) (1) pay the costs incurred by the Customer in returning the Product to the Seller or (2) arrange for collection of the Product at the Seller’s cost and refund to the Customer the full cost of the Product and the delivery charges. Any refund made shall be processed by the Seller as soon as possible (usually within 3 Working Days of the date of return or collection). 

7.6.11 All refunds shall be processed via the DASHBOARD and the Seller shall not issue refunds by cheque or other similar means. 

7.6.12 The Seller shall ensure that when selling on the Site, a returns address within the primary country of the Site is clearly provided on the Seller Shop to which a Customer may return a Cancellable Product. Alternatively, the Seller shall: 

7.6.12.1 provide the Customer with either (i) a pre-paid returns label to return a Cancellable Product or (ii) a refund without requesting the Cancellable Product must be returned; or 

7.6.12.2 arrange for collection of the Product at the Seller’s cost. 

7.7 Payment 

7.7.1Payments for Products on the Site shall be made directly by a Customer to the Seller through the Site, using PayPal. Transactions shall be recorded on the Seller’s designated DASHBOARD. The Seller must check the DASHBOARD daily for alerts of new orders. 

7.7.2 Once the Customer has submitted their order through the Site, funds are taken from the Customer and held by PayPal, until the order is marked as dispatched in the DASHBOARD by the Seller. Only once the order is marked as dispatched will the funds be released from PayPal to the Seller. During this process, the transaction within the Seller’s PayPal account will show as “Payment on hold by partner”. 

7.7.3 The Seller hereby appoints Colourwarehouse as its payment processing agent from the purposes of managing payments from Customers and making any necessary refunds on your behalf in line with these Terms. 

7.7.4 In addition Colourwarehouse shall notify the Seller by email of orders awaiting dispatch in their DASHBOARD, but Colourwarehouse does not warrant the reliability of email communications. 

7.7.5 Following receipt of such notification, the Seller shall process each and every order it accepts in accordance with the Timeframes, using the Seller’s DASHBOARD access. Upon dispatch of each order, the Seller shall further confirm this with the Customer, through their DASHBOARD by clicking the “Dispatch” button. This also signifies acceptance of the Customer’s order. 

7.7.6 Subject to clause 7.7.7, Colourwarehouse shall notify PayPal to pay the Seller the Product Sale Price together with shipping costs for the relevant Product less the applicable Product Sales Fee and the applicable Product Boost Fee (and any VAT chargeable by Colourwarehouse on such sums, subject to receipt by the Seller of a valid VAT invoice from Colourwarehouse) (if any). Where the parties agree to a Product Boost Fee, the Seller agrees to pay an addition fee (between 1-10%) if a Product sells from a boosted position of sale. The Seller can control the listings to which the boost function is applied and can disable it as any time although the system can take up to 8 hours to update across all channels (during which time the Product Boost Fee will continue to apply). 

7.7.7 Sometimes a Customer may pay for Products using Discount Codes (as defined in our Discount Codes Terms) which we have issued to them through the Site, or we may offer discounts through price crash events. However these promotions shall not affect your right to receive full payment as set out in clause 7.7.6. 

7.7.8 Colourwarehouse reserves the right to change the Monthly Subscription Fees or the Product Sales Fee upon providing the Seller with 30 days’ prior written notice. 

8 Limitation Of Liability and Indemnity 

8.1 Nothing in these Terms shall limit or exclude our liability: 

8.1.1 for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or 

8.1.2 fraud or fraudulent misrepresentation; 

8.2 Subject to clause 8.1: 

8.2.1 we shall not be liable to you whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any loss of profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or contracts, or for any indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and 

8.2.2 our total aggregate liability to you arising under or in connection with the sale of the Products to the Customers and these Terms, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall not exceed the total amount in Monthly Subscription Fees that you have paid to us in the 12 months immediately preceding the date on which the claim arose; and 

8.2.3 we assume no liability in relation to the Products. It is your responsibility to take out the relevant insurance necessary to cover the cost of the Products you are supplying to Customers in the event that they are lost or damaged in transit. 

8.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded. 

8.4 The Seller shall indemnify and hold Colourwarehouse harmless against all liabilities, claims, actions, proceedings, expenses, damages, losses and costs (including but not limited to any direct, indirect or consequential losses, and all interest, penalties, taxes, duties and legal costs and all other reasonable professional costs and expenses) arising out of or in connection with the Seller’s use of the Site. 

8.5 From time to time, it will be necessary for Colourwarehouse to perform Site updates and carry out maintenance of the Site. Although we will try to do this at times which are least likely to inconvenience our Sellers and Customers, and we will always try to notify Sellers of any planned maintenance, we shall have no liability to you for loss of profits or any other losses caused by maintenance carried out on the Site or downtime of the Site. 

9 Termination 

9.1Without limiting each party’s other rights or remedies available to it, each party may terminate the Seller’s membership of the Site with immediate effect by giving written notice to the other party if: 

9.1.1 the other party fails to pay any undisputed amount due under these Terms on the due date for payment and fails to remedy that breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; 

9.1.2 the other party commits a material breach of any other terms of these Terms which breach is irremediable or (if such breach is remediable) fail to remedy that breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; 

9.1.3 the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to these Terms; 

9.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy; 

9.1.5 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits its inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; 

9.1.6 the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), having a receiver or administrative receiver appointed to or a creditor or encumbrancer taking possession of any of its assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

9.1.7 the other party suspends or ceases, or threatens to suspend or cease, to carry all or a substantial part of its business. 

9.2 Without limiting our other rights or remedies, if the Seller fails to achieve the seller performance metrics across the Site in any month, then we will provide you with written notice of such failure setting out full details of such failure and we will work with you to help you meet the seller metrics in subsequent months. If (subject to us providing you with such notice after the first month) you fail to meet the same seller performance metric(s) across the Site for two consecutive months, we shall have the right, at our absolute discretion, to: 

9.2.1 grant the Seller only Restricted Access to the DASHBOARD; and/or 

9.2.2 terminate your membership of the Site by giving you 30 days’ written notice. 

9.3 Without limiting your other rights or remedies, you shall have the right to terminate your membership of the Site by giving us 30 days’ written notice through the DASHBOARD. 

9.4 Without limiting our other rights or remedies, we shall have the right to immediately suspend your access or grant you only Restricted Access to the DASHBOARD if you commit a material breach of clause 7 or any other provision of these Terms and, in the case of a breach which is capable of remedy, fail to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied. 

10 Consequences Of Termination 

On termination of your membership of the Site: 

10.1 if Colourwarehouse terminates your membership of the Site, all sums due to Colourwarehouse in accordance with these Terms shall become immediately due and payable; 

10.2 if Colourwarehouse terminates you membership in accordance with clause 9.2.4 or you terminate your membership in accordance with any of the provisions of clause 9, you shall continue to pay to us all of our outstanding Monthly Subscription Fees, any other fees set out under clause 6 and any other amounts which are properly owed to us together with any applicable VAT in accordance with these Terms; 

10.3 you shall ensure that all orders placed before termination are fulfilled where your level of access to the DASHBOARD permits you to do so; 

10.4you shall return to us any property which belongs to us. Until such property has been returned, you shall be solely responsible for its safe keeping and will not use it for any purpose; 

10.5 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected or prejudiced. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry; 

10.6 all licences granted under these Terms will expire on termination unless required for the purposes of clause 10.2; 

10.7 clauses which expressly or by implication have effect after termination shall continue in full force and effect; and 

10.8 you acknowledge and accept that we reserve the right to pass your contact details to a Customer where, on termination of these Terms, there remain any Disputes or issues which are unresolved between you and the Customer. 

11 Confidentiality 

11.1 Colourwarehouse will take all precautions to securely store all of the Seller’s Product and business information and will not share this with any third party, unless specific permission is granted by the Seller. 

11.2 Neither party will disclose any details of the other party’s correspondence or operations (including the operations of the DASHBOARD and marketing plans) to any third parties, except its group companies and employees, workers, consultants, agents or representatives that have a genuine need to know that information in connection with the implementation of these Terms (“Permitted Recipients”) provided that the disclosing party informs those Permitted Recipients of the confidential nature of the information before it is disclosed and procures that those Permitted Recipients comply with the obligations in this clause 11 as if they were the disclosing party. The disclosing party shall be liable for the actions or omissions of the Permitted Recipients as if they were the actions or omissions of the disclosing party. 

11.3 The obligations of confidentiality under these Terms shall remain in effect for 5 (five) years after the termination or expiry of these Terms. 

12 Intellectual Property Rights 

12.1 The Site, domain name, logo, copyright, design rights and all other intellectual property rights in the Site and in any materials and other documents or items that we prepare or produce in any form whatsoever in connection with the Site (“Documentation”) will belong to us absolutely. 

12.2 You may not use the Documentation without Colourwarehouse prior written consent. 

12.3 You acknowledge and accept that the copyright, design rights and all other intellectual property rights in a Listing will belong to us absolutely or have been licensed to us. Listing a Product against a Listing does not grant you any intellectual property rights in that Listing. 

12.4 We hereby grant you a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right to use each Listing for the sole purpose of advertising the Products which you sell through the Site. 

12.5 Except as expressly stated in clause 12.4 above, these Terms do not grant the Seller any rights to, under or in, any copyright, designs, patents, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Site or any of our Documentation. 

12.6 Colourwarehouse represents, undertakes and warrants that it is the legal beneficial owner of all intellectual property on the Site (including without limitation the DASHBOARD) or has an irrevocable licence to use such intellectual property for the purposes for which it is used. Colourwarehouse shall indemnify the Seller and hold the Seller harmless against any and all damages, liabilities, costs, expenses and losses arising out of or relating to any non-compliance or breach of this clause 12.5. Colourwarehouse acknowledges and agrees that clause 8 shall not apply in relation to this indemnity. 

13 Seller’s IPR Warranty and Indemnity 

13.1 The Seller warrants to Colourwarehouse that it is the legal beneficial owner of all the IPR and/or possesses a valid licence to use the materials which it provides or uploads to the Site including the data, information (for example Listing Information and Seller Information), photographs, logos and images and the use of any such materials by Colourwarehouse pursuant to these Terms will not infringe the IPR of any third party. 

13.2 The Seller shall indemnify Colourwarehouse and hold Colourwarehouse harmless against any and all claims, actions, proceedings, damages, liabilities, costs, expenses and losses (including without limitation court costs and reasonable legal fees) arising out of or relating to any non-compliance or breach of this clause 13. 

13.3 For the purposes of these Terms, “IPR” shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in set-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in computer software, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

14 Law and Jurisdiction 

Contracts for the purchase of goods or services through our Site shall be governed by English law. Any dispute or claim arising from, or related to, such contracts (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England. 

15 General 

15.1 Neither party shall be responsible if it is prevented from or delayed in performing any of our obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, lockdown, COVID-19 related matters, the ending of the transition period for the UK’s departure from the EU, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. 

15.2 No party shall assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under these Terms without the other party’s prior written consent, provided at all times that the Seller is permitted assign or subcontract its obligations under these Terms to its group companies. 

15.3 Any notice or other communication required or permitted to be given to a party under these Terms shall be deemed to have been validly given if served personally on that party or if sent by First Class pre-paid post to that party’s registered office (if a company) or its principal place of business (in any other case) or if sent by email to that party’s email address as set notified to the other party in writing in accordance with this clause. Any notice or other communication shall be deemed to have been received: (a) if served personally, on signature of a delivery receipt; (b) if sent by First Class pre-paid post, 2 Working Days after the date of posting; and (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on a Working Day. 

15.4 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

15.5 If any provision or part-provision of these Terms is or becomes void, voidable, illegal or otherwise unenforceable (or indications to that effect are received by us from any competent authority) then that provision shall be deemed deleted to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable. If any provision or part-provision of these Terms is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

15.6 Nothing in these Terms is intended or shall be deemed to create a partnership or joint venture of any kind between the parties, nor authorise either party to act as agent for the other, and you shall have no authority to act in our name or on our behalf or otherwise to bind us in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

15.7 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 

15.8 No variation of these Terms shall be binding unless made in writing and signed by you and us. 

15.9 These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 

15.10 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with English law. 

15.11 Each party irrevocably agrees that the English Courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation. 

15.12 References in these Terms to “writing” includes email (provided the email is supported by a valid server delivery receipt). 

DISCOUNTS AND OFFERS TERMS

Discount Codes

1.1 Discount codes may be available to use on products purchased from the Site.

1.2 Discount codes are not valid for use in conjunction with any other promotion or deal (including but not limited to site-wide discount events or product deals discounted by Colourwarehouse), unless otherwise specified.

1.3 Discount codes are applied to the value of the order and are subject to our general Terms and Conditions.

1.4 Discount codes are only valid on products while stocks last and may be withdrawn at any time.

1.5 Discount codes will expire on the date and time specified upon being issued.

1.6 Only one discount code can be used per order.

1.7 Any refunds will take into account the discount applied to the item/s ordered.

1.8 Colourwarehouse reserves the right to change these Terms and Conditions, or withdraw a promotion at any time on reasonable notice.

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