Vendor Conditions

1.Acceptance Of Terms

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

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

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

2.About Us

2.1 The Site is operated by CU-ST LTD trading as CiBuyZ (“CIBUYZ“, “us“, “we” and “our“). We are registered in England and Wales under company number 10392146 and with our registered office address at 27 Old Gloucester Street, London, WC1N 3AX. To contact us, please see our Contact Us page.

3.Overview Of Roles

3.1  we allow vendors to list and sell their Products&/Services on the Site contracting on terms which include, as a minimum, the CiBuyZ Customer Terms. Please note that although CiBuyZ facilitates the transactions which are carried out through the Site, CiBuyZ is neither a buyer nor a seller of the Products unless expressly stated on the product page and does not assume any responsibility nor make any representation, warranty or guarantee, whether express or implied, as to the Products or services advertised.

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

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

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

4.Process

4.1 During the Vendor registration process the Vendor will be asked to complete the registration form and provide details of their business.

4.2. Vendors will need to provide specific information related to their trading activities. This can include but not limited to company registration number, VAT number or bank details.

4.3.Once the vendor has submitted registration the vendor must then wait for acceptance to start listing products &/ services.  At times we may require more information and will contact the vendor to confirm any information

4.4. Once the the vendor has been accepted they will then be able to either create a new Listing (as defined in clause 7.1.6) or use an existing Listing to list their Products &/services.

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

4.6. CiBuyZ may restrict the Vendors access to the Vendor Dashboard  in the following circumstances:

4.6.1 pursuant to clause 6.3.3 (non-payment);

4.6.2 on termination of the vendors membership package of the Site;

4.6.3 if the vendor fails to dispatch orders or deliver services and cibuyz, having made reasonable attempts to contact the vendor, believes that the vendor is inactive;

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

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

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

4.6.7 if there are other issues with the vendors listings which cibuyz believes could give rise to issues with Customers; or

4.6.8 pursuant to clause 9.4,

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

4.7 When payment is made by a Customer, the funds will be paid into cibuyz account. The funds are placed on hold for a minimum of 14 days, until the 14 day distant selling regulation has elapsed. Once 14 days has passed vendors will be allowed to submit a withdrawal request through the vendor dashboard for payment made to chosen bank account.

4.8 cibuyz will provide the Seller with a VAT invoice monthly for each Monthly Subscription Fee (as defined in clause 6.1) and the Product Sales Fees (as defined in clause 6.2). The VAT invoice will be prepared and provided to the vendors during the subsequent month following the period for which the VAT invoice relates

5.Commencement And Duration

5.1 The vendors membership will commence on the later of:

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

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

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

6Membership And Charges

6.1 Monthly Subscription Fee will be shown on this website

6.1.1 Every vendor is required to pay a subscription fee for each calendar month during which they are a member of the Site (“Monthly Subscription Fee“). This fee is based on a monthly rolling contract and there is no minimum commitment. For the avoidance of doubt, references to “monthly” in these Terms shall refer to 1 calendar month

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

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

6.1.4 There are three different Monthly Subscription Fee options, which may be increased from time to time by cibuyz (in accordance with clause 3.3), as detailed in Schedule. The easy vendor, the middle vendor and the heavy vendor packages are listed in vendor dashboard.

6.1.4.1The easy vendor Subscription Fee includes additional services and marketing activities/routes as advertised on the Site.

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

6.1.4.3 vendors will have access to website technical support

6.2 vendor fees are explained on the vendor package page inside the vendor dashboard

6.2.1When a sale is made for a Product or service listed on the vendors Listing, a fee (“ Fee”) is payable by the vendor. This is made up of 3 parts:

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

6.2.1.2the second part is the shipping costs

6.2.1.3 the third is the commission fee on top of the percentage based fee

6.2.2 Other fees may also be payable

6.3Remedies for late payment

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

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

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

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

7 Vendor Commitments And Order Processing

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

7.1.1 sell Products and services on terms which include, as a minimum, the customer terms

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

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

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

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

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

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

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

7.1.9ensure that it does not misrepresent the origin of the Products or services through any description made of the Products

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

7.1.11ensure the Products and services are of satisfactory quality;

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

7.1.13ensure that the Seller updates store with vacation mode should they take time out of business;

7.1.14use reasonable endeavours to respond to order enquires with cibuyz or Customers in a timely manner (immediately if possible, at least within 1 Working Day) unless made during the vendors vacation

7.1.15ensure that they keep up to date with the vendor dashboard on a daily basis, tracking orders, updating dispatches and orders and responding promptly to Customers requesting a return or raising a Dispute unless made during the vacation holiday period

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

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

7.1.18ensure that where a Product or services should not be sold to Customers under a certain age, that the minimum age

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

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

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

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

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

7.1.24ensure any issues that the vendor wishes to raise with cibuyz with regards to the Site are communicated to cibuyz via a support ticket in cibuyz Support Centre

7.1.25not encourage direct communication with the Customer through the use of their own email address and only using the internal massage system

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

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

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

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

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

7.1.31be solely responsible for the collection and payment of all taxes due in connection with the Products or services sold by the Seller via the Site, including VAT (if applicable).

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

7.2Promotion of the vendors own website

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

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

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

7.2.4The vendor acknowledges and accepts that ‘CiBuyZ’ is a trade mark of CU-ST LTD

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

7.3Security

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

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

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

7.4Pricing and Order Processing Information

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

7.4.1.1Each Product Sale Price should not exceed £30,000 inclusive of tax and shipping. Product listings with Product Sale Prices exceeding £30,000 will be removed from the Site.

7.4.2The vendor acknowledges and accepts that:

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

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

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

7.4.2.4 cibuyz may discount Products or services for the purposes of marketing activities. Any pricing changes actioned by cibuyz will not be deducted from the vendors payments.

7.4.3Product or service Sale Prices can be added to the site using vendor dashboard

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

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

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

7.4.4.1.1Orders must be dispatched within the vendors Handling Time, which can be set in the vendor dashboard

7.4.4.1.2Priority orders such as next day or same day delivery must be dispatched on the same Working Day

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

7.4.4.2.1dispatch of order; and

7.4.4.2.2any enquiries relating to the order or delivery which will be dealt with through the vendor dashboard

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

7.4.6The vendor only accepts a Customer order on dispatching the Product to the Customer. For the avoidance of doubt, the debiting of a payment card shall not constitute acceptance of an order. Where a Product is not marked as dispatched within 14 days of the order being made, the order will be cancelled or refunded.

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

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

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

7.5Delivery/post and packing

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

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

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

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

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

7.6Returns and Refunds

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

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

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

7.6.4For the purposes of these Terms:

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

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

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

7.6.4.4“Non-cancellable Product” means:

7.6.4.4.1personalised items that are specifically made to a Customer’s specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components;

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

7.6.4.4.3personalised items;

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

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

7.6.4.4.6newspapers, periodicals or magazines; and

7.6.4.4.7items which by their nature cannot be returned (such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied.

7.6.5Cancellation requests submitted must be agreed by the vendor.

7.6.6Any request for Cancellation (under clause 7.6.1) or a goodwill refund (under clause 7.6.2) must be lodged by the vendor to cibuyz to then process return payment

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

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

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

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

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

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

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

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

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

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

7.6.12.2arrange for collection of the Product at the vendors cost.

7.7Payment

7.7.1Payments for Products and services on the Site shall be made directly by a Customer to cibuyz.

7.7.2Once the Customer has submitted their order through the Site, funds are taken from the Customer and held by cibuyz after processing from Square payments

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

7.7.4In addition cibuyz shall notify the vendor by email of orders awaiting dispatch in their vendor dashboard, but cibuyz does not warrant the reliability of email communications.

7.7.5Following receipt of such notification, the vendor shall process each and every order it accepts in accordance with the Timeframes, using the vendors dashboard access. Upon dispatch of each order, the vendor shall further confirm this with the Customer by marking the order as complete

7.7.6Subject to clause 7.7.7, cibuyz shall await 14 days before allowing the vendor to raise a withdrawal request

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

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

8Limitation Of Liability And Indemnity

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

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

8.1.2fraud or fraudulent misrepresentation;

8.2Subject to clause 8.1:

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

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

8.2.3we assume no liability in relation to the Products or services. It is your responsibility to take out the relevant insurance necessary to cover the cost of the Products or services you are supplying to Customers in the event that they are lost or damaged in transit or not fulfilled within a satisfactory standard

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

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

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

9Termination

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

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

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

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

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

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

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

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

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

9.2.1grant the vendor only Restricted Access to the vendor dashboard

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

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

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

10Consequences Of Termination

On termination of your membership of the Site:

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

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

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

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

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

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

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

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

11Confidentiality

11.1 cibuyz will take all precautions to securely store all of the vendors Product, service and business information and will not share this with any third party, unless specific permission is granted by the vendor

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

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

12Intellectual Property Rights

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

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

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

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

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

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

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

13 Vendors IPR Warranty And Indemnity

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

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

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

14Law And Jurisdiction

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

15General

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

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

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

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

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

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

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

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

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

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

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

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

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