Sellar Lists Terms & Conditions

Sellar Lists Terms and Conditions

Last updated: [01 May 2024]

Suppliers should read these terms carefully before using Sellar Lists. By using Sellar Lists the Supplier is agreeing to these terms.

Who we are and how to contact us

We are Waffle Tech Limited (trading as Sellar), a limited company (registration number 10813202 and VAT number GB398067154) (referred to as “Sellar” in these terms). Our registered office is at Preston Park House, South Road, Brighton, East Sussex, United Kingdom, BN1 6SB. You can contact our customer support team at hello@sellar.io.

When these terms apply and interplay with other Sellar products

These terms apply to suppliers using Sellar Lists. Sellar Lists is Sellar’s software-as-a-service product designed to help suppliers manage their inventory, customers and orders and is one of Sellar’s suite of products forming part of Sellar’s online platform for the craft drinks industry.

As part of Supplier’s Subscription to Sellar Lists the Supplier may also choose to use some of Sellar’s complementary products. If the Supplier does, then separate terms and conditions will apply to Supplier’s use of those products in addition to these terms, specifically:

If there is any conflict or ambiguity between our product specific terms, a provision contained in the terms higher in the list below shall have priority over one contained in the terms lower in the list:

  1. Sellar Lists Terms and Conditions
  2. Sellar Market Terms and Conditions
  3. Sellar Shipping Terms and Conditions

Becoming a Supplier on Sellar Lists

The Supplier can apply to become a supplier on Sellar Lists here. During the application process Sellar and the Supplier agree to only use and disclose the other's confidential information as necessary for making and considering the application.

The Supplier represents and warrants that:

  • The information it provides to Sellar in connection with it’s application to become a supplier on Sellar Lists is complete and accurate and the Supplier will promptly notify Sellar of any changes to it and keep the supplier profile it creates up to date.
  • Any documents it submits to Sellar to support its application or in response to any request from Sellar at any time are either genuine documents or true copies of genuine documents.

  1. Using Sellar Lists

    1. Subject to the Supplier purchasing the Subscription in accordance with 7.1, the restrictions set out in this 1 and the other terms and conditions of this agreement, Sellar hereby grants to the Supplier a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use Sellar Lists and the Documentation during the Subscription Term solely for the Supplier's internal business operations.

    2. In relation to the Authorised Users, the Supplier undertakes that each Authorised User shall keep a secure password for their use of Sellar Lists and Documentation, that such password shall be changed when prompted and that each Authorised User shall keep their password confidential.

    3. The Supplier shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of Sellar Lists that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. facilitates illegal activity;

      3. depicts sexually explicit images;

      4. promotes unlawful violence;

      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      6. is otherwise illegal or causes damage or injury to any person or property;

    and Sellar reserves the right, without liability or prejudice to its other rights to the Supplier, to disable the Supplier's access to any material that breaches the provisions of this clause.

    1. The Supplier shall not:

      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

        2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Sellar Lists; or

      2. access all or any part of Sellar Lists and Documentation in order to build a product or service which competes with Sellar Lists and/or the Documentation; or

      3. subject to 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Sellar Lists and/or Documentation available to any third party except the Authorised Users, or

      4. attempt to obtain, or assist third parties in obtaining, access to Sellar Lists and/or Documentation, other than as provided under this 1; or

      5. introduce or permit the introduction of, any Virus into Sellar Lists or Sellar's network and information systems.

      6. conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to app.sellar.io (Website) or any services provided via, or in relation to, the Website. This includes using (or permitting, authorising or attempting the use of):

        1. Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same.

        2. Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

      Clause 1.4(f) should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

    2. The Supplier shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Sellar Lists and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Sellar.

  2. Subscription length

    This agreement shall, unless otherwise terminated as provided in 13, commence on the Subscription Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month or such other term agreed between Sellar and the Supplier (each a Renewal Period), unless:

    1. either party provides the other with 30 days’ notice of termination, in writing, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period in which the 30 days notice expires; or

      1. otherwise terminated in accordance with the provisions of this agreement;

    and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

  3. Subscription plan upgrades and downgrades

    1. Upgrades. Sellar may, from time to time during any Subscription Term, automatically upgrade the Supplier’s Subscription plan to the next higher Subscription plan once the Supplier has exceeded the applicable Customer Limit for its existing Subscription plan.

    2. Upon upgrade of the Supplier’s Subscription plan, the Supplier shall pay the increased Subscription Fees. If the upgrade occurs part way through the Renewal Period, such fees shall be pro-rated from the date of upgrade by Sellar for the remainder of the Renewal Period.

    3. Downgrades. If the Supplier’s usage (based on the Customer Limits) means that it would be eligible for a lower Subscription plan the Supplier may request to downgrade its Subscription plan by emailing its request to hello@sellar.io.

    4. Upon downgrade of the Supplier’s Subscription plan:

      1. Sellar will not provide a refund for any prepaid and unused portion of a Subscription period based on a higher level Subscription plan; and
      2. from the start of the next Renewal Period Sellar will downgrade Supplier’s Subscription plan to the eligible lower plan and from such date Supplier will pay the decreased Subscription Fees.

  4. When Sellar will provide Sellar Lists

    1. Sellar shall, during the Subscription Term, provide Sellar Lists and make available the Documentation to the Supplier on and subject to the terms of this agreement.

    2. Sellar shall use commercially reasonable endeavours to make Sellar Lists available 24 hours a day, seven days a week, except for:

      1. planned maintenance carried out during a maintenance window notified to the Supplier; and

      2. unscheduled maintenance performed outside Normal Business Hours, provided that Sellar has used reasonable endeavours to give the Supplier at least 6 Normal Business Hours' notice in advance.

    3. Sellar will, as part of Sellar Lists and at no additional cost to the Supplier, provide the Supplier with Sellar's standard customer support services during Normal Business Hours.

  5. How Sellar provides Sellar Lists

    1. Sellar shall provide Sellar Lists substantially in accordance with the Documentation and with reasonable skill and care.

    2. Sellar’s obligations at 5.1 shall not apply to the extent of any non-conformance which is caused by use of Sellar Lists contrary to Sellar's instructions, or modification or alteration of Sellar Lists by any party other than Sellar or Sellar's duly authorised contractors or agents. If Sellar Lists do not conform with the terms of clause 5.1, Sellar will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Suppier’s sole and exclusive remedy for any breach of the undertaking set out in 5.1.

    3. Sellar:

      1. does not warrant that:

        1. the Supplier's use of Sellar Lists will be uninterrupted or error-free; or

        2. that Sellar Lists, Documentation and/or the information obtained by the Supplier through Sellar Lists will meet the Supplier's requirements.

      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Supplier acknowledges that Sellar Lists and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    4. Sellar warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

    5. The Supplier shall follow its archiving procedures for Supplier Data. In the event of any loss or damage to Supplier Data, the Supplier's sole and exclusive remedy against Sellar shall be for Sellar to use reasonable commercial endeavours to restore the lost or damaged Supplier Data from the latest back-up of such Supplier Data maintained by Sellar in accordance with its archiving procedures. Sellar shall not be responsible for any loss, destruction, alteration or disclosure of Supplier Data caused by any third party (except those third parties sub-contracted by Sellar to perform services related to Supplier Data maintenance and back-up for which it shall remain fully liable).

  6. Supplier's obligations

    1. The Supplier shall:

      1. provide Sellar with:

        1. all necessary co-operation in relation to this agreement; and

        2. all necessary access to such information as may be required by Sellar;

      in order to provide Sellar Lists, including but not limited to Supplier Data, security access information and configuration services;

      1. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement (including The Alcohol Wholesaler Registration Scheme (AWRS));

      2. carry out all other Supplier responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Supplier's provision of such assistance as agreed by the parties, Sellar may adjust any agreed timetable or delivery schedule as reasonably necessary;

      3. ensure that the Authorised Users use Sellar Lists and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

      4. obtain and shall maintain all necessary licences, consents, and permissions necessary for Sellar, its contractors and agents to perform their obligations under this agreement, including without limitation Sellar Lists;

      5. ensure that its network and systems comply with the relevant specifications provided by Sellar from time to time; and

      6. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Sellar's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Supplier's network connections or telecommunications links or caused by the internet.

    2. The Supplier shall own all right, title and interest in and to all of the Supplier Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Supplier Data.

    3. In performing its obligations under this agreement the Supplier shall:

      1. comply with the Supplier House Rules; and

      2. ensure its use of Sellar’s trade marks and branding complies with the Supplier Brand Guidelines.

  7. Subscription Fees and Subscription Deposit

    1. The Supplier shall pay the Subscription Deposit and Subscription Fees to Sellar for the Subscription in accordance with this 7.

    2. The Supplier shall on or before the date of this agreement pay the Subscription Deposit. The Subscription Deposit will be credited against the Supplier’s first payment of the Subscription Fees.

    3. The Supplier shall on the Subscription Commencement Date provide to Sellar valid, up-to-date and complete credit card details or approved purchase order information acceptable to Sellar and any other relevant valid, up-to-date and complete contact and billing details and, if the Supplier provides:

      1. its credit card details to Sellar, the Supplier hereby authorises Sellar to bill such credit card:

        1. on the Subscription Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

        2. subject to 2, each month on or around the same day of the month as the Subscription Commencement Date for the Subscription Fees payable in respect of the next Renewal Period;

      2. its approved purchase order information to Sellar, Sellar shall invoice the Supplier:

        1. on the Subscription Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

        2. subject to 2, each month on or around the same day of the month as the Subscription Commencement Date for the Subscription Fees payable in respect of the next Renewal Period,

      and the Supplier shall pay each invoice immediately.

    4. If Sellar has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Sellar:

      1. Sellar may, on reasonable' notice to the Supplier and without liability to the Supplier, disable the Supplier's password, account and access to all or part of Sellar Lists and Sellar shall be under no obligation to provide any or all of Sellar Lists while the invoice(s) concerned remain unpaid; and

      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

    5. All amounts and fees stated or referred to in this agreement:

      1. shall be payable in pounds sterling;

      2. are, subject to 12.3(b), non-cancellable and non-refundable;

      3. are exclusive of value added tax, which shall be added to Sellar's invoice(s) at the appropriate rate.

    6. Sellar shall be entitled to increase the Subscription Fees at the start of each Renewal Period.

  8. Proprietary rights

    1. The Supplier acknowledges and agrees that Sellar and/or its licensors own all intellectual property rights in Sellar Lists and the Documentation. Except as expressly stated herein, this agreement does not grant the Supplier any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Sellar Lists or the Documentation.

    2. Sellar confirms that it has all the rights in relation to Sellar Lists and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

    3. The Supplier grants Sellar a non-exclusive, worldwide, royalty-free licence to use, reproduce and display:

      1. Supplier Data in connection with Supplier’s use of Sellar Lists; and

      2. Supplier’s name, logos, trade marks and any images comprised in the Supplier Data on its website and in its sales materials for marketing and business development purposes.

Any further use by Sellar is subject to the Supplier’s prior written consent.

  1. Data protection

Sellar and the Supplier will comply with their respective obligations in the Sellar Lists DPA.

  1. Third party providers

    The Supplier acknowledges that Sellar Lists may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Sellar makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Supplier, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Supplier and the relevant third party, and not Sellar. Sellar recommends that the Supplier refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Sellar does not endorse or approve any third-party website nor the content of any of the third-party website made available via Sellar Lists.

  2. Indemnities

    1. The Supplier shall defend, indemnify and hold harmless Sellar against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Supplier's use of Sellar Lists and/or Documentation, provided that:

      1. the Supplier is given prompt notice of any such claim;

      2. Sellar provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

      3. the Supplier is given sole authority to defend or settle the claim.

    2. Sellar shall defend the Supplier, its officers, directors and employees against any claim that the Supplier's use of Sellar Lists or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Subscription Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Supplier for any amounts awarded against the Supplier in judgment or settlement of such claims, provided that:

      1. Sellar is given prompt notice of any such claim;

      2. the Supplier does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Sellar in the defence and settlement of such claim, at Sellar's expense; and

      3. Sellar is given sole authority to defend or settle the claim.

    3. In the defence or settlement of any claim, Sellar may procure the right for the Supplier to continue using Sellar Lists, replace or modify Sellar Lists so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Supplier without any additional liability or obligation to pay liquidated damages or other additional costs to the Supplier.

    4. In no event shall Sellar, its employees, agents and sub-contractors be liable to the Supplier to the extent that the alleged infringement is based on:

      1. a modification of Sellar Lists or Documentation by anyone other than Sellar; or

      2. the Supplier's use of Sellar Lists or Documentation in a manner contrary to the instructions given to the Supplier by Sellar; or

      3. the Supplier's use of Sellar Lists or Documentation after notice of the alleged or actual infringement from Sellar or any appropriate authority; or

      4. the Supplier's breach of this agreement.

    5. The foregoing and 12.3(b) state the Supplier's sole and exclusive rights and remedies, and Sellar's (including Sellar's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

  3. Limitation of liability

    1. Except as expressly and specifically provided in this agreement:

      1. the Supplier assumes sole responsibility for results obtained from the use of Sellar Lists and the Documentation by the Supplier, and for conclusions drawn from such use. Sellar shall have no liability for any damage caused by errors or omissions in any Supplier Data, information, instructions or scripts provided to Sellar by the Supplier in connection with Sellar Lists, or any actions taken by Sellar at the Supplier's direction;

      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

      3. Sellar Lists and the Documentation are provided to the Supplier on an "as is" basis.

    2. Nothing in this agreement excludes the liability of Sellar:

      1. for death or personal injury caused by Sellar's negligence; or

      2. for fraud or fraudulent misrepresentation.

    3. Subject to 12.1 and 12.2:

      1. Sellar shall have no liability for any:

        1. loss of profits,

        2. loss of business,

        3. wasted expenditure,

        4. loss of agreements or contracts,

        5. loss of anticipated savings,

        6. depletion of goodwill and/or similar losses,

        7. loss or corruption of data or information, or

        8. any special, indirect or consequential loss, costs, damages, charges or expenses; and

      2. Sellar's total aggregate liability to the Supplier (including in respect of the indemnity at 11.2), in respect of all breaches of duty occurring within any contract year shall not exceed one hundred per cent (100%) of the total Subscription Fees paid in the contract year in which the breaches occurred. A “contract year” means a 12 month period commencing on the Subscription Commencement Date or any anniversary of it.

    4. References to liability in this clause 12 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    5. Nothing in this agreement excludes the liability of the Supplier for any breach, infringement or misappropriation of Sellar’s intellectual property rights.

  4. Termination

    1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

      1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

      2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

      3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

      4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

    2. Sellar may suspend the Supplier’s account or terminate this agreement with immediate effect if the Supplier breaches the Supplier House Rules or Supplier Brand Guidelines.

    3. On termination of this agreement for any reason:

      1. all licences granted under this agreement shall immediately terminate and the Supplier shall immediately cease all use of Sellar Lists and/or the Documentation;

      2. Sellar may destroy or otherwise dispose of any of the Supplier Data in its possession unless Sellar receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Supplier of the then most recent back-up of the Supplier Data. Sellar shall use reasonable commercial endeavours to deliver the back-up to the Supplier within 30 days of its receipt of such a written request, provided that the Supplier has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Supplier shall pay all reasonable expenses incurred by Sellar in returning or disposing of Supplier Data;

      3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

      4. the Supplier will pay any outstanding invoices immediately.

  5. Confidentiality

    1. Each party undertakes that it shall not at any time during the Subscription Term, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this 14.

    2. Each party may disclose the other party's confidential information:

      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 14; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

  6. Force majeure

    Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving 7 days' written notice to the affected party.

  7. Variation

    1. Sellar may change these terms (including any policies referred to in them) at any time. Sellar will seek to provide the Supplier with reasonable notice of changes unless Sellar needs to make a change with immediate effect.

    2. Supplier’s continued use of Sellar Lists after having been notified of changes will be deemed Supplier’s agreement to those changes and they will take effect immediately.

    3. Subject to 16.1, no variation of this agreement shall be effective unless such variation is in writing (or their authorised representatives).

  8. Waiver

    1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

  9. Rights and remedies

    Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  10. Severance

    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

    2. If any provision or part-provision of this agreement is deemed deleted under 19.1 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.

  11. Entire agreement

    1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

    2. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

  12. Assignment

    1. The Supplier shall not, without the prior written consent of Sellar, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

    2. Sellar may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

  13. No partnership or agency

    Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  14. Third party rights

    Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

  15. Notices

    1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):

      1. Sellar: hello@sellar.io

        1. Supplier: the email address registered to the Supplier’s Sellar Lists account

    or in the case of Sellar providing notice to Supplier, Supplier may do this via Sellar Lists.

    1. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

    2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  16. Governing law

    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

  17. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

  18. Interpretation and definitions

    1. The definitions and rules of interpretation in this clause apply in this agreement.

    Authorised Users: those employees, agents and independent contractors of the Supplier who are authorised by the Supplier to use Sellar Lists and the Documentation.

    Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

    Customer Limit: the maximum amount of customers the Supplier may have under its Subscription plan, as set out at https://sellar.io/pricing.

    Documentation: the document(s) made available to the Supplier by Sellar online via https://sellar.io/lists or such other web address notified by Sellar to the Supplier from time to time which sets out a description of Sellar Lists and the user instructions for Sellar Lists.

    Initial Subscription Term: 1 month (or such other term agreed between Sellar and the Supplier).

    Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.

    Sellar Lists: the subscription services provided by Sellar to the Supplier under this agreement via app.sellar.io or any other website notified to the Supplier by Sellar from time to time, as more particularly described in the Documentation.

    Sellar Lists DPA: means the Data Processing Agreement at

    Software: the online software applications provided by Sellar as part of Sellar Lists.

    Subscription: the subscription purchased by the Supplier pursuant to 9.1 which entitles Authorised Users to access and use Sellar Lists and the Documentation in accordance with this agreement.

    Subscription Commencement Date: the date 14 days after the Supplier’s acceptance of this agreement.

    Subscription Deposit: £200 (or such other amount agreed between Sellar and the Supplier).

    Subscription Fees: the subscription fees payable by the Supplier to Sellar for the applicable Subscription plan, as set out at https://sellar.io/pricing (these are exclusive of VAT).

    Supplier Data: the data inputted by the Supplier, Authorised Users, or Sellar on the Supplier's behalf for the purpose of using Sellar Lists or facilitating the Supplier's use of Sellar Lists.

    Supplier Brand Guidelines: Sellar’s requirements for Supplier’s use of its trademarks at https://docs.google.com/presentation/d/1k__aKunCeZ510JaALCy1jZUdk68vKHTLV_d7NJBJcGo/edit#slide=id.g299a2e046b0_0_477 (as we may update from time to time).

    Supplier House Rules: Sellar’s business policies and codes at https://sellar.io/supplier-house-rules, as amended by notification to the Supplier from time to time.

    Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

    1. Clause and paragraph headings shall not affect the interpretation of this agreement.

    2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

    3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

    6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

    7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

    8. A reference to writing or written excludes fax but not email.