Seller Terms and Conditions

TODELLI, LTD.

SELLER TERMS & CONDITIONS

Last revised on May 6, 2019

Introduction

We are Todelli Ltd, a company registered in England and Wales under company number  10655419 (“Todelli”, “us”, “our”, and “we”).  These Seller Terms & Conditions  (these “Terms”) set forth the legally binding terms and conditions that govern how products (“Products”) are displayed and sold through our website located at www.todelli.com (the “Website”).  These Terms will apply to any contract for the sale of Products (“Contract”).  In these Terms, "you" means the individual,entity or individual on behalf of an entity making use of the Website and whose details are provided to us as the seller of the Products.

Please read these Terms carefully and make sure that you understand them, before you display and/or sell any Products on our Website.  Every time you wish to sell Products, please check these Sellers Terms to ensure you understand the terms which will apply at that time.  Each time you sell Products on the Website, you are accepting these Terms (on behalf of yourself or the entity that you represent) and the other documents expressly referred to herein, as each may be updated from time to time, and you represent and warrant that you have the right, authority, and capacity to enter into these Sellers Terms (on behalf of yourself or the entity that you represent).  

When you click on the sign-up button and when you upload your products on the Todelli website, you accept these Terms. If you refuse to accept these Terms, you will not be able to display and/or sell any Products from our Website. You should print a copy of these Terms or save them to your computer for future reference.

Policies

These Terms should be read in conjunction with all policies and additional terms posted on the Website, which are incorporated by reference and collectively form part of the contract between you and us. Below is a list from which you can access the following documents and policies:


Eligibility to Sell

In order to display and/or sell Products on the Website, you will be required to register. A user must apply to register and provide certain personal details. You represent and warrant that you are at least 18 years of age and a designated representative of the entity you represent on the Todelli website. You represent and warrant that if you are registering a company then you are authorized to bind such company or organization to these Terms and to act on behalf of such company with respect to any actions you take in connection with the Website. You additionally represent and warrant that all information you provide to Todelli, including but not limited to your name, tax status, and country of residence, is accurate, truthful and kept up to date subject to any change. If we believe you are abusing Todelli and/or our services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our services, delay or remove hosted content.

You expressly authorise Todelli to perform identity (to verify ‘you are you’) or credit checks and, where we feel it necessary, to transmit or to obtain information (including any updated information) about you to or from third parties including, but not limited to, your credit reports, and to authenticate your identity. Furthermore, you agree that we may use personal information provided by you in order to conduct appropriate anti-fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency, and third-party service providers, which may keep a record of that information. Please refer to our Privacy Policy for further information about how we may use your data.

Our Role

When you display Products for sale on our Website you will be offering to sell these directly to any person registered with us for the purpose of purchasing Products on the Website  (each such person, a “Customer”). You hereby authorise us to act as your commercial agent to promote your Product(s) for sale to Customers via the Website (but we are not obliged to find you Customers), to conclude each Contract for the sale of your Product(s) between you and that Customer via the Website, and to accept payment and invoice on your behalf via the Website. Each such Contract is between you and the Customer only. We are not a party to that Contract and we are neither the buyer nor the seller (or reseller) of the Product(s) that you offer for sale. We are not the Customer's agent for any purpose. You, and not us, are responsible for performing the obligations under the terms of any Contract between you and a Customer. You are the seller of record for all your Contracts, but the Customer pays us via the Website for the relevant sales. The Customer's obligation to pay for any Product(s) under each Contract with you is satisfied when that Customer properly pays us for the Product(s) via the Website. Because we conclude the sale on your behalf and the Customer's payment to us satisfies the Customer's obligation to pay for the Product(s), our name will appear on the Customer's payment card statement (which may also display the Seller's name). You must dispatch or arrange for the dispatch of the Product(s) you have sold after receiving notification of the Customer's order, you must also mark your order as shipped once you ship it by following the relevant call to action on the ‘My orders’ area. Customers may only pay for Product(s) they purchase via the Website by making a payment to us and you must not invoice any Customer, or obtain payment, outside the Website. Any refunds to Customers may only be initiated via the Website. We may in our sole discretion investigate or decline to process any transaction involving any Product(s) purchased via the Website.  Except as otherwise expressly provided in these Terms, we are not the agent, intermediary or other representative of the Seller. We are not a fiduciary or trustee of the Seller.

How the Contract is formed between you and the Customer.

When an order has been placed for one of your Products you will receive a confirmation notice to your nominated notification email address, inclusive of all details necessary for the dispatch of the Product to the Customer. Upon receipt of such notice, you by default accept the order, as soon as your products are marked as available on the website and you must promptly: i) prepare and dispatch the order received to the address specified by the buyer address or ii) notify us if you are unable to supply the Product(s) to enable us to notify the Customer that the order will not proceed.  The Contract between you and the Customer will only be formed when we send the Order Confirmation to the Customer.

Collecting Payments

The Customer's chosen payment method will be debited for payment for the Product(s) and all applicable delivery charges when we send the Customer the Order Confirmation  (as defined in the Buyer Terms and Conditions). A third party payment processor shall be responsible for the pre-authorisation, secure processing and collection of any and all required payments from the Customer. To display and/or sell Products on the Website, you will be required to enter into a separate contract with our third party payment processor in respect of managing and processing all payments due under these Terms, and we will provide you with a contact point to enable you to complete this process. We shall receive confirmation from our third party payment processor to confirm that you have entered into a contract with the third party processor.

Your Obligations as a Seller

      1. Responsibility for your Account.  
        1. When we accept your application to register on the Website as a Seller, we set up an account for you in our systems (“Account”) that establishes certain user credentials with which to log-in to your Account (“Login Credentials”). Each time you seek to access the Account we will ask for Login Credentials. As long as the correct Login Credentials are entered, we will assume that you are the person giving instructions and you will be liable for them, except to the extent provided herein.  You must therefore keep the Login Credentials secret and make sure that they are not stored in a way that enables others to impersonate you.
        2. If you disclose the Login Credentials to any person that you authorise to access the Account, you are also responsible and liable for any access, use or misuse or disclosure of your Login Credentials or Account by such person.  We can refuse to act on any instruction that we believe: (i) was unclear; (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; or (iv) if we believe the Website is being used for an illegal purpose.  
        3. Unless and until you notify us by email to support@todelli.com that you believe someone else knows the Login Credentials or can use the Account by impersonating you: (i) you will be responsible for any instruction which we receive and act on, even if it was not given by you; and (ii) we will not be responsible for any unauthorised access to confidential information about you in the Account.
        4. You, not us, shall be responsible for (i) compiling and retaining permanent records of all sales and other data associated with the Account and your use of the Website, and (ii) reconciling all payments in relation to the sales. Upon the termination of these Terms for any reason, we shall have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with any sales or the Account.
      2. Authorized Product Listings.  You represent and warrant that you are the creator and sole and exclusive owner of all Products displayed on Todelli or are designated representative of such Products as directly authorised by their creator. You additionally warrant that you have obtained all clearances, and acknowledge that you shall be solely responsible for all costs and expenses related to third party rights necessary for display and sale of Products on the Website.  
      3. Accuracy of Product Listings.  It is your responsibility to ensure that all Products listed on the Website represent the Products offered for sale therein to the highest degree of accuracy possible.  Where inaccurate specifications or materially misleading images are submitted as part of Product Listings from which any sale is made, Todelli reserves the right to debit from your Account all associated costs in relation to any claim received by Todelli from a Customer in relation to refund, return, compensation or price reduction.
      4. Product Warranty. You warrant that any Products sold by you through the Website shall be delivered to the Customer free from material defects; provided, however, that this warranty does not apply to any defect in the Products arising from: (i) fair wear and tear; (ii) willful damage, abnormal storage or working conditions, accident, negligence by Customer or by any third party; or (iii) if the Customer fails to use the Products in accordance with their intention.
      5. Price of Products.   You shall clearly state the total price of Products in each listing, including any delivery charges (the "Price") as well as the VAT (%) that applies to each product.  The Price must be a reasonable reflection of the value of the Product offered for sale, and must be equal to the price set for the same Product on any other channels through which the Product is sold directly or on consignment.  Where a Customer introduced to you through the Website locates your Product offered for sale elsewhere at a lower price either directly by yourself or by an authorised consignee, Todelli reserves the right to adjust or suggest an adjustment to the Price of the Product on Todelli, before or after sale of the Product has been completed, to be equal to the lower price, and calculate your Net Sale Proceeds (as defined below) for any resulting sales in accordance with this updated Price. “Net Sale Proceeds” means the monies due to a Seller under these Terms with respect to the sale of a Product concluded via the Website.
      6. Order Fulfilment.  Products must be packaged and shipped in accordance with Todelli's Packaging and Delivery Guidelines. It is your sole responsibility to arrange the packaging and shipment of Products for delivery to any customers introduced to you through the Website. It is your responsibility to research accurate shipping rates and select a preferred courier prior to listing your Product. Todelli will not be liable for any losses incurred as a result of inaccurately quoted rates. Where these requirements are not met, Todelli reserves the right to debit any costs associated with returns or cancellation of sales from your Account.  Your specified shipping and handling fees for Products listed on Todelli must be an accurate representation of costs incurred in fulfilment of the order. Inflating your shipping and handling fees with a view to avoiding or lessening Todelli's commission is strictly prohibited. It is your responsibility to comply with all local tax regulations with respect to any sales completed on the Website. It is also your responsibility to include a printed copy of your order details (available under the relevant area on ‘My account’) within the order’s package before they are shipped.

Returns and Disputes

By displaying Products on the Website, you agree to: (i) comply with all laws, regulations and industry standards (including advertising standards) applicable to the sale of the Product(s), including but not limited to, the Consumer Rights Act 2015 and the Consumer Contract Regulations 2013; and (ii) offer and comply with Todelli’s current Returns Policy.   All returns requests submitted by Customers are received, processed and arranged by Todelli. You will receive immediate notice via your nominated notification email address of any approved returns requests for Products you have sold through Todelli. Customers may cancel an order without charge at any time, and for any reason, until the Products they have ordered have been dispatched to them. Once Products have been dispatched to the Customer, the Customer has a period of 4 (four) days in which to cancel his, her or its order, starting from the day that the Customer receives the Products. If the reason for the return is that the Product arrived damaged or was misrepresented on the Website, then we will arrange for the Product to be returned back to you, and you will be charged for the return shipping cost. In any other case, if the customer's reason for return is that they changed their mind then Todelli will arrange for your Product to be picked up and delivered back to you at no cost to you under Todelli's Returns Policy. Following the expiration of this 4 (four) days period after the Customer’s receipt of the Product, the Customer will not be able to cancel his, her or its order. Todelli will accept no liability for damage to Products in transit from you to your Customer. It is solely your responsibility to ensure that you package your Products sufficiently and ship them via a service that will minimise the likelihood of damage. You acknowledge that any postage or shipping guidance provided by Todelli in the form of help articles or support correspondence comes with no guarantee of safe transit if followed. If you do not secure transit insurance for any Product before shipping it, you do so solely at your own risk. Further, Todelli will accept no liability for Products lost in transit on their way to your Customer. If you do not send your Products via a traceable method of shipment, you do so at your own risk and Todelli reserves the right to issue a full and immediate refund to the Customer on notice of non-delivery within the estimated timeframe.

Fees and Payments

  • Commission on the Sale of Products. Todelli is entitled to charge the commission and fees, plus VAT laid out in the then-cttto current Commission and Fees Policy. In the event of any change to the Commission and Fees Policy, Todelli will provide with at least 14 day's notice by posting the changes on the Website. Any attempts to complete sales or any other monetary transactions initiated on the Website outside of the Website are strictly prohibited, and will result in the suspension or closure of your Account. In any case where Todelli reasonably believes a sale or monetary transaction initiated on the Website to have been completed outside of the Website, Todelli reserves the right to debit any costs associated with resulting customer return requests from any Net Sale Proceeds due to you.
  • Revenue from Sales Completed through the Website.  Your Net Sale Proceeds for any given sale is the gross sale proceeds based on the Price at which the relevant Product(s) is sold under the Contract, less the total Commission, Fees and taxes due in relation to the sale as defined in our Commission and Fees Policy and any discount that you have offered to the relevant Customer. Unless otherwise expressly agreed by you, any Website-wide discounts and promotions offered to Customers on the Website will be absorbed by Todelli in full and not affect in any way your Net Sale Proceeds.
  • How will revenues for orders of my Products be transferred to me?  You shall open and maintain in your name a payment account with a duly authorized payment services provider to receive payments from us and include the details of it on the payments page in your Account or provide them to the company in any other means specified (“Nominated Payment Account”). Your Net Sale Proceeds will be transferred to your Nominated Payment Account in the next available qualifying pay run in line with our current Payment Schedule. It is your responsibility to ensure that all dispatched orders are marked as shipped on your Orders page. Your Net Sale Proceeds for any given order will not be transferred until these requirements have been satisfied with respect to that order and until the refund period for a customer has passed after your order was delivered (4 days).  Todelli reserves the right to defer the payment of your Net Sale Proceeds until the next pay run for any given sale if the total payment amount is under £50 GBP (depending on the currency of payment) and the payment method is a bank transfer to a Nominated Payment Account held by you with a payment service provider located outside of United Kingdom.
  • Timing of Payment.  Your Net Sale Proceeds will be transferred to your Nominated Payment Account (as defined below) on expiration of Todelli's returns period as stipulated in our then current Returns Policy, subject to any required administrative and clearance period, and in line with Todelli's current Payment Schedule. Todelli is entitled to withhold your Net Sale Proceeds for any given sale if there is, or in Todelli's reasonable opinion is likely to be, a dispute with you or a dispute between you and the Customer, until such dispute is resolved to Todelli's reasonable satisfaction.

Events outside of control

We or the Customer will not be liable or responsible for any failure to perform, or delay in performance of, any of the obligations under a Contract that is caused by an Event Outside Control. If an Event Outside Control takes place that affects the performance of the obligations: (i) you will be contacted as soon as reasonably possible; and (ii) the obligations will be suspended and the time for performance will be extended for the duration of the Event Outside Control. An “Event Outside Control” means any act or event beyond reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, third party technical problems, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

Limitation on Todelli’s Liability

To the maximum extent permitted by law, and subject to the final paragraph in this Section, in no event shall Todelli be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms, even if Todelli has been advised of the possibility of such damages.  

Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. 

To the maximum extent permitted by law, and subject to the final paragraph in this Section, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty pounds sterling (GBP 50). The existence of more than one claim will not enlarge this limit.  You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.

The exclusions in this Section shall apply to the maximum extent permitted by law, but Todelli does not exclude liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.

Indemnification   

You agree to indemnify Todelli (and its officers, employees, and agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of the breach or non-performance by you of any of the undertakings, warranties, representations or obligations under these Sellers Terms or of applicable laws or regulations.  Todelli reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Todelli. Todelli will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

General

    1. Changes.  Every time a customer orders your Products from our Website, the Terms in force at that time will apply to the Contract. The Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website.  You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website. Continued use of our Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
    2. Electronic Communications.  The communications between you and Todelli use electronic means, whether you use the Website or send us emails, or whether Todelli posts notices on the Website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Todelli in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Todelli provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.
    3. Entire Terms. These Terms constitute the entire agreement between you as a Seller and us as they relate to the sales and purchase of Products on the Website.
    4. Waiver. A waiver by Todelli of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Todelli and shall apply only to the circumstances for which it is given.  Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
    5. Headings and Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  
    6. Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  
    7. Relationship between you and us. You confirm that you are acting on your own behalf or on behalf of the entity you represent and not for the benefit of any other person. Your relationship to Todelli is that of an independent contractor, and neither party is an agent or partner of the other.  
    8. Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Todelli’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Todelli may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
    9. Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.  You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms.
    10. Contact Information. If you wish to contact us, or if these Terms require you to give notice to us in writing, please contact us at: support@todelli.com

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