Really Useful Stuff Supplier Terms & Conditions – Effective 1st November 2015
Our Legal name is Xperedon Payment Services Ltd.
‘Really Useful Stuff’ is our trading name. We call ourselves this is this contract. For ease the terms used in these T&Cs will be abbreviated to RUS (we / us)
Our supplier agreements are straightforward and really simple with no set up costs, no joining fee and no lengthy complicated contracts.
We do, however, need to be clear on what you promise to do and what we promise to do. This agreement therefore sets out our promises to each other so we can have a really great relationship.
We might have to amend these T&Cs from time to time and we will do so by posting the amended version on our web site. You (the supplier / seller) acknowledge that it is ultimately your responsibility to check these T&Cs on a regular basis. We will also do our best to email you any new T&Cs where we are able to do so.
You (the supplier / seller) warrant that you are legally able to trade. That you are incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or the Republic of Ireland;
You have a registered trading (operating) address.
You establish and maintain access to the World Wide Web at your own cost, through use of a computer and modem or other access device.
You ensure that at all times all computer hardware and software you use to access and interoperate with the Online Marketplace is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses.
You will use your best endeavours to ensure that information supplied electronically to Really Useful Stuff Website is submitted free from Viruses
We at Really Useful Stuff have no responsibility for the provision, support and maintenance of any of the Seller’s hardware or software used to provide the Seller with access to the internet or the RUS Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Seller.
You are responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Really Useful Stuff website.
You agree to take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
You shall inform Really Useful Stuff immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;
You shall inform Really Useful Stuff immediately if you forget or lose a password and must satisfy such security checks as RUS may operate in order to obtain a new password.
Intellectual Property Rights
The Seller recognises that the IPR in the RUS name, logo or branding are owned entirely by RUS and agrees that it may only use the RUS name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of RUS. All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of RUS or its licensors as appropriate. Any IPR created by RUS in the course of the performance of these Conditions or otherwise in the provision of the Service shall remain the property of RUS.
The Seller warrants that:
It is the legal beneficial owner of all of the IPR in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to RUS and/or that it possesses a valid licence to use any and all such IPR; and
The making of Products available for sale on the Online Marketplace, and consequent use of the Seller’s IPR by RUS will not infringe any IPR owned by any third party, and there is and will be no claim against RUS by any third party arising in relation to the use of such IPR;
All items offered for sale by the Seller are not replica or design copies of any other brand, designer or manufacturer.
The Seller permits RUS to access and use any content that appears on the Seller’s Storefront or in any other promotional material in RUS own editorial content or promotional activity relating to the Seller, its business and Products.
The Seller shall indemnify and hold RUS harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach in respect of any claim or action that the normal operation, possession or use of those IPR by RUS infringes a third party’s rights (“IPR Infringement Claim”).
In the event of an IPR Infringement Claim the Seller shall forthwith make without charge to RUS such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing.
RUS shall notify the Seller as soon as reasonably practicable if it becomes aware of any IPR Infringement Claim by a third party.
RUS shall be entitled to take sole conduct of the defense to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. The Seller shall give RUS such assistance as it shall reasonably require in respect of the conduct of the said defense including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
From time to time RUS may run promotions on all or part of the RUS Website. Any such promotions shall be separate, and in addition to, any promotions operated by Sellers and may involve offering customers free delivery, discounted prices or other promotional activity relating to some or all Products on the RUS Website. RUS shall, where relevant and applicable to the Seller and/or its Products, inform the Seller of the nature and terms of any promotion and, at RUS’ sole discretion:
RUS shall bear the costs of any such promotion; or
Where RUS requires the Seller to bear the costs of any promotion, the Seller shall inform RUS in writing whether or not it wishes to participate in the relevant promotion.
The Seller shall permit, comply and co-operate with all activities undertaken by RUS to promote, sell or market the Seller’s Products, whether directly through the Online Marketplace or the RUS Website, through any offline publications produced by RUS, or through websites or offline publications not produced, owned or operated by RUS.
The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Seller authorises RUS (including its employees, agents and contractors) to hold and process Seller Information.
The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:
Is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;
Was lawfully in the possession of the recipient before the disclosure under the Conditions took place;
Was independently disclosed to it by a third party entitled to disclose the same;
Is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
The obligations of confidentiality under the Conditions shall remain in effect for two (2) years after the termination or expiry of the Conditions, howsoever arising.
The Seller shall not be entitled to assign, charge, subcontract or transfer this agreement or any part of it without the prior written consent of RUS. For example, and this does not in any way constitute an exhaustive list, if the Seller wishes to subcontract its obligations under this agreement to a third party service provider, or the Seller wishes to sell all or part of its assets to a third party, the prior written consent of RUS shall be required in order to do so.
RUS may assign, charge, subcontract or transfer this agreement or any part of it to any person.
No term of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor or either RUS or the Seller) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes the rights of RUS when acting as payment agent of any seller.
RUS reserves the right to suspend or to cancel the Conditions in whole or in part (without liability to RUS) if it is prevented from or delayed in the carrying on of its business and its obligations under the Conditions due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of RUS continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Conditions.
Notices may be sent by email provided that, to be effective, the addressee acknowledges receipt of the communication, such acknowledgement to take the form of a return receipt or acknowledging e-mail.
The relationship of RUS (and its employees) to the Seller will be that of independent contractor and nothing in the Conditions shall render RUS (nor its personnel) as an employee, worker, any other form of agent, or partner of the Seller or Customer. Subject to any express provision in the Conditions to the contrary or at RUS’s reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
This agreement, and any documents referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
Nothing in this clause shall limit or exclude any liability for fraud.
This agreement and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.