Sellar Market Terms & Conditions

Sellar Market Terms and Conditions

Last updated: [04 Nov 2024]

Please read these terms carefully before you use Sellar Market. By using Sellar Market you are agreeing to these terms.

  1. 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). 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.

  1. When these terms apply and interplay with other Sellar products

These terms apply to suppliers using Sellar Market. “Sellar Market” is one of our suite of products forming part of our online platform for the craft drinks industry and includes app.sellar.io (“Sellar App”) and the other computer systems that support, operate and comprise Sellar Market.

To access Sellar Market you must have an active Sellar Lists subscription and comply with the Sellar Lists Terms and Conditions at all times. “Sellar Lists” is our software-as-a-service product designed to help you manage your inventory, customers and orders via the Sellar App and serves as the basis for the products available on Sellar Market.

As part of your use of Sellar Market and Sellar Lists you may also choose to use Sellar Shipping. If you do, then the Sellar Shipping Terms and Conditions will also apply.

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

Our rights to verify the information you give us and your compliance with these terms

We may at our option at any time require you to promptly provide us with reasonable evidence that any information you've given us is true and up to date and that such information and your behaviour is in compliance with these terms.

You permit and instruct us to collect information about you and in connection with your performance of this agreement (including without limitation the products you list on Sellar Market) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

Our communications with each other

We'll generally use the Sellar App to tell you about buyer orders, questions, cancellations and complaints and also other things about Sellar Market, such as changes to these terms and our policies. We may also contact you via telephone, email or other methods.

You can get help via the Help Section of the Sellar App. Otherwise to get in touch with us you can email your Account Manager or hello@sellar.io, but we may also give you other ways of contacting us.

Your communications with buyers

If a buyer contacts you about your products through Sellar Market you mustn't in any way ask or encourage the buyer to buy those products via another source. Other than this, you can communicate with buyers as you wish, either via the Sellar App or otherwise.

Your co-operation and use of Sellar Market

You will:

  • Provide us with all necessary co-operation and access to information as may reasonably be required in order for us to provide Sellar Market to you.
  • Carry out all your responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your responsibilities we may adjust any agreed timetable or delivery schedule as reasonably necessary.

Your supplier profile and listing products on Sellar Market

We will automatically create a supplier profile for you on Sellar Market. This will be based on your storefront in Sellar Lists.

Once you've done this you can use the products you already have set up on Sellar Lists to create listings to sell your products on Sellar Market (these are the “listings” we refer to in these terms). This can be done through the Sellar App. You represent and warrant that you'll:

  • Only publish listings for products which are not prohibited products.

  • Only list products which comply with all applicable legislation and regulations affecting their manufacture, sale, packaging and labelling and don't infringe third party trade marks or other intellectual property rights.

  • Only list products which are safe. You cannot list products that are unsafe, that we reasonably believe to be unsafe or that have been or become the subject of a product safety alert or recall. We may require product safety documentation before permitting you to list certain products. For information on your product safety obligations, see https://www.gov.uk/guidance/product-safety-advice-for-businesses.

  • Only list products which are already in Great Britain (England, Wales or Scotland but not Northern Ireland) at the time of their sale to buyers. You are not permitted to list products which will be imported into Great Britain on or after their sale to buyers, as this has VAT and customs implications for both you and us.

  • Include in your listings, or where appropriate your supplier profile, all the information about you and your products and how you'll fulfil orders that is needed as well as any relevant safety information about your products. The Sellar App may prompt you to provide this information, but you're responsible for making sure you comply with the law.

    You must ensure that your supplier profile and the listings for your products:

  • Comply with our Acceptable Use Policy, which bans things such as obscenity and defamation.

  • Only feature high quality images and descriptions, which you have all the necessary intellectual property and other rights to use in this way on Sellar Market and to license to us.

  • Display real-time information about how many of each product you have in stock, ready to despatch. You must hold enough stock of your products to meet reasonably expected demand within the timescales set out in our Delivery Policy (as communicated from time to time). You must delist any products that are not in stock.

  • Display your company registration number, valid VAT registration number and AWRS number (if applicable).

  • Don't use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing.

    You can't list fake, stolen or unauthorised products

You may only list products that bear another company's authorised brand or logo on Sellar Market, or which embody other third party intellectual property rights, if those products were either made in the UK or imported into the UK with the consent of all relevant third party intellectual property rights-holders.

You must maintain adequate processes and procedures to make sure that your products are authentic, authorised for sale, not stolen, and not counterfeit or unauthorised copies. If we ask you to, you must promptly provide us with genuine and conclusive documentary evidence showing that you are authorised to sell specific brands or products on Sellar Market.

Pricing your products

How you price your products is generally up to you but you must comply with our Best Price Promise in the Supplier House Rules. Please allow a reasonable time for revised prices to be displayed on Sellar Market. If you choose to use Sellar Market to process payments for products sold on Sellar Market we'll use the price shown on Sellar Market at the time the buyers submits their order.

How we use other sales channels and affiliates to market your products

We may use additional channels and affiliate programmes to market your products as sold on Sellar Market (for example our social media channels).

Sellar Market availability

We aim to make the Sellar App available to you and Sellar Market available to buyers on a 24/7 basis. We reserve the right to take some or all of Sellar Market offline as reasonably required for routine and emergency maintenance or repairs. We'll give you as much notice of such downtime as is reasonably possible. All communications using the internet may be affected by events outside our reasonable control.

We do not warrant that your use of Sellar Market will be uninterrupted or error free or that it meets your specific requirements. You are responsible for all loss or damage relating to your own network connections.

  1. Dealing with buyer orders, refunds and complaints

    What we do when a buyer orders

Buyers ordering products from you on Sellar Market must click to accept our standard buyer terms, which are linked to from the checkout page.

When a buyer orders one of your products from Sellar Market, we, acting as your agent in your name and on your behalf, will:

  • Send the buyer an order acknowledgement email in our standard format.
  • Promptly inform you of the buyer order via the Sellar App.
  • Once you accept an order, send the buyer an order acceptance email in our standard format and so form a direct contract for you to supply your product to the buyer on our standard buyer terms. The contract is between you and the buyer.
  • If you tell us that you can't fulfil an order, send the buyer an order rejection email in our standard format.
  • If you choose to use Sellar Market to process payment, process payment for buyer orders for your product(s) when we confirm acceptance of an order. The Sellar App will tell you whether or not payment has been received for any order.

Our order acceptance email will serve as the buyer's supply VAT receipt issued in your name and on your behalf. Our email will include all the information about the ordered product which you've included in your product listing as well as separately showing the UK supply VAT collected as part of the order. You're responsible for ensuring that this information meets legal information requirements and for compliance with all applicable legal, tax and regulatory requirements in connection with any buyer VAT receipt issued in your name.

Where a buyer is UK VAT registered, we will, where required by applicable law, provide you with the buyer’s UK VAT registration number and details of the relevant supply.

What you must do when we tell you about an order

When we tell you about an order you must:

  • Using the Sellar App, tell us as soon as possible, and in any event within 1 working day, if you won't be able to supply the product. Orders not accepted within 7 days of notification will be automatically cancelled and refunded (if applicable).
  • In all other cases, subject to the Sellar App confirming that payment has been received from the buyer, supply the product to the buyer in the way and within at least the timescale set out in your product listing.
  • Comply in full with our standard buyer terms.

If you consistently breach the order acceptance timeframe or have a high order cancellation rate this may affect your ranking on Sellar Market and we may deem this a material breach of this agreement.

Dealing with buyer questions about orders

You must deal promptly (within 1 working day) and professionally with any buyer questions about orders. You must liaise with us if the question relates to any part of the process we're involved in. You and we will co-operate with each other in trying to resolve any such questions.

Dealing with buyer cancellations

We'll tell you if a buyer contacts us to cancel an order. When we do so, or when a buyer contacts you directly to cancel an order, you must comply with the returns and refunds policy and any further commitments you've made in your product listing or other marketing or advertising.

How you must handle buyer complaints

We'll tell you if a buyer complains to us about you or one of your products, including any complaints that products have not been delivered or that cancelled orders have not been refunded and provide you with all relevant details about the complaint.

You must deal with complaints we tell you about, and any complaints you receive directly from buyers, in a way that honour any additional commitments or guarantees you've made in your product listing or other marketing or advertising.

Access to and use of data generated through use of Sellar Market

Your own and your buyers' use of Sellar Market will generate data (including personal data), about orders, buyer queries, ratings and reviews for your products, and other matters. We share data generated through your own use of Sellar Market with third parties that you have approved (for example integrations).

  1. Fees

    Opening order fee

We apply an opening order fee to each Introduced Customer’s first order request made to you through Sellar Market. An “Introduced Customer” is a customer that:

Is not already in your Sellar Lists customer list; AND has not clicked on any of your tracked links in the 28 days prior to their first order with you on Sellar Market.

Our opening order fee is calculated as a percentage of the total price payable by the buyer for the product(s) requested (including for packaging, personalisation and any optional extras but excluding VAT), at the rates and manner set out on the pricing page of our website.

There is a minimum opening order fee as set out on the pricing page of our website (this is exclusive of VAT).

If you accept an order to which the opening order fee is due and do not fulfil it we reserve the right to still bill you for any opening order fee applicable to that order request.

Payment processing for products sold on Sellar Market

If you choose to use Sellar Market to process payments for products sold on Sellar Market, all sums due to you will be processed immediately via our third party payment processor. Sellar does not hold funds directly. You may also choose to arrange payment outside of Sellar Market (for example if you agree credit terms with a buyer). We are not responsible for facilitating payments if you select this option.

You are responsible for taxes

You must account to HMRC for any VAT due on UK sales of your products on Sellar Market and fully comply with your tax obligations in connection with the use of our services and the offer and sale of your products on Sellar Market including the collection, reporting, filing and payment of any and all applicable taxes (such as VAT, plastic packaging taxes and duties) and other governmental assessments.

Best Price Promise claims

Should a buyer make a valid claim under our Best Price Promise, any reimbursement or credits provided by Sellar to the buyer will be fully recharged to you in accordance with our Supplier House Rules.

When you must pay our invoices

You must pay any invoices we submit to you immediately. We will charge the payment method we have saved for you on file in accordance with the Sellar Lists Terms.

How buyers can be refunded

For payments that you choose to process through Sellar Market you may instruct us to refund a buyer on your behalf and we'll initiate a refund via our third party payment processor as soon as practically possible.

We don't charge you any fees for initiating refunds but we reserve the right to charge you a fee plus VAT in respect of any such refunds we initiate for you. We reserve the right to retain, or bill you for (as applicable), any opening order fee applicable to the order.

  1. Using each other's branding and other intellectual property rights

Your use of our branding and other intellectual property rights

You acknowledge and agree that we (and/or its licensors) own all intellectual property rights in Sellar Market. Subject to you paying your Sellar Lists Subscription Fee, we grant you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use Sellar Market solely for your internal business operations.

When publicising your listing on Sellar Market you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by Sellar. Your use of our trade marks and branding will comply with our Supplier Brand Guidelines (as we may update from time to time).

Except as expressly stated herein, this agreement does not grant you 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 Market.

Our use of your branding and other intellectual property rights

You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish any content, data or information (including trade marks and branding) you provide to us in connection with you and your products (“your materials”) for the purposes of listing and selling your products on Sellar Market and operating, improving and marketing Sellar in any media. As soon as reasonably possible after this agreement ends, we'll stop all use of your materials on Sellar Market.

Except as stated above, we won't acquire any rights to your materials and any goodwill generated by our use of your materials on Sellar Market or through our marketing activities will accrue to you.

  1. Suspension of listings and ending this agreement

When we'll suspend your listings or end this agreement

We can suspend or restrict your account, or any individual listing you make on Sellar Market, or end this agreement and your rights to use Sellar Market with immediate effect for any of the following reasons:

  • We become aware, or have reason to believe, that what you've told us about your product or said about your product in the listing for it is not true or up to date or is otherwise unlawful.
  • You've not complied with these terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated.
  • We reasonably consider that our continuing to provide services to you could expose Sellar to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on Sellar's reputation or the other suppliers selling on Sellar.
  • We decide to stop providing Sellar Market.
  • We reasonably determine, or receive information or notice from HMRC, that you are not meeting your tax obligations.
  • Our legal, tax or regulatory obligations require us to end this agreement.

How you can end this agreement

You may stop using Sellar Market at any time. This agreement will end when you've informed us, by emailing us at hello@sellar.io, that you no longer wish to use Sellar Market. No refunds will be due to you.

Your obligations after this agreement ends

After this agreement ends (for whatever reason) you must (unless we tell you otherwise):

  • Leave your buyer facing supplier profile (excluding listings for your products) live until 30 days after your fulfilment of the last order you received through Sellar Market, to allow buyers to contact you about orders previously submitted. Once this period has expired you must remove your buyer facing supplier profile.
  • Continue to comply with these terms insofar as they relate to buyer orders received through Sellar Market before removal of your product listings. Specifically, this includes assisting Sellar with any issues raised by a customer in relation to an existing order.

Our obligations after this agreement ends

After this agreement ends (for whatever reason) we:

  • May remove all listings for your products from Sellar Market and reject any order received after this agreement ends.
  • May remove your buyer facing supplier profile from Sellar Market except that we can keep it live until 30 days after your fulfilment of the last order you received through Sellar Market, to allow buyers to contact you about orders previously submitted.
  • Will continue to comply with these terms insofar as they relate to buyer orders received through Sellar Market before removal of your product listings.
  • Will not provide you access to data (including personal data) generated by your use of Sellar Market.
  1. Limitations on liability

Our liability towards one another in relation to Sellar Market is broadly the same as set out in clause 12 of the Sellar Lists Terms and Conditions, including:

  • What liability means.
  • What we won't be liable for.
  • What we don’t exclude or limit liability for.
  • Our general cap on our liability.

But it is important you know that specifically in relation to Sellar Market, we provide Sellar Market to you on an "as is" basis. 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.

  1. Claims and actions against us in connection with you or your products

Dealing with claims against us

We'll pass on to you any complaints we receive about you or one of your products. However, if anyone, including (but not limited to) a buyer, any regulator, HMRC, couriers or any third party rights holder, makes a claim or takes any kind of action against us in connection with:

  • Your products, their importation to the UK and their supply through Sellar Market.
  • Content you've uploaded to or otherwise distributed through Sellar Market, including but not limited to your supplier profile, your product listings, your communications with buyers, advertising, and any omissions or inaccuracies in such content.
  • Things we have or haven't done in reliance on information you've provided (or omitted to provide) to us, including our exercise of rights you've granted to us.
  • Things you have or haven't done including but not limited to any breach of these terms and our policies,

(a “third party claim”), then you must, at our option and as we request, either help us defend or deal with the third party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.

Compensation for claims against us

You must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses (“liabilities”) we incur arising out of or in connection with your use of Sellar Market or any third party claim.

  1. Responsibility for product recall

You are liable to buyers for the product recall of any of your products. You agree to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any of your products from Sellar Market.

  1. Data Protection obligations in relation to Sellar Market

We will both comply with our respective obligations in the Sellar Market Data Sharing Agreement.

  1. Changes to Sellar Market

We may modify Sellar Market as we determine necessary to improve it or to reflect changes to our platform, technology, information security practices or any legal requirements.

We’ll notify you in advance of any material modifications except in cases of emergency (such as critical vulnerability remediation), in which case we will provide you with as much prior notice as is reasonable in the circumstances.

  1. Other important terms

The other important terms below are the same as in the Sellar Lists Terms and Conditions so references here are to the clause numbers in the Sellar Lists Terms and Conditions and any reference to Sellar Lists shall be deemed to also include Sellar Market.

Confidentiality (14), Force majeure (15), Variation (16), Waiver (17), Severance (19), Entire agreement (20), Assignment (21), Third party rights (23), Governing law and jurisdiction (25 and 26).

  1. Prohibited products policy

You may not list for sale through Sellar Market any products which:

  • Are stolen, replicas, counterfeits or unauthorised copies.
  • Violate the intellectual property, confidentiality or privacy rights of others.
  • Violate any laws, including those governing export control and consumer protection.
  • Contain any material that is obscene or pornographic.
  • You don't have authority to sell.