Supplier terms

  1. BACKGROUND

These Terms, together with any and all other documents referred to herein, set out the terms under which you, as a Supplier, may sell on our Website. Please read these Terms carefully and ensure that you understand them before executing them. You will be required to read and accept these Terms prior to selling services on our Website. If you do not agree to comply with and be bound by these Terms, you will not be able to sell on our Website.

We are Settl’in LTD, incorporated and registered in England and Wales whose registered office is at 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom (the Company / we / us / our).

  1. DEFINITIONS
  • In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

Account means an account required to access and/or use certain areas of our Website.

Company Content includes our name, logo, branding, descriptions, photographs, images, copy, Website content excluding Supplier Content, and any other distinctive markings associated with us.

Content means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, our Website.

Data Protection Legislation means any data protection legislation from time to time in force in the United Kingdom including the Data Protection Act 2018 or any successor legislation, the GDPR (General Data Protection Regulation (EU) 2016/679) and the GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR) and any other directly applicable regulation relating to privacy.

Listing means a listing on our Website advertising a Supplier’s service(s) for sale.

Supplier Content means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, our Website to which you own the intellectual property rights to.

Transaction Fee means a percentage fee applied to each sale made on our Website.

Website means our website https://settlin.com/ through which customers can view and purchase services.

  1. Our Website
  • You may only sell on our Website as a Supplier if you are 18 years of age or older.
  • Our Website is provided solely as an online platform for customers and Suppliers to engage in transactions. You hereby acknowledge and agree that:
  • by purchasing from our Website, customers are utilising our services to make purchases from you. As such, the parties to any transaction taking place through our Website are the customer, you and us;
  • in order to provide the most responsive services to customers, any customer complaints, issues, disputes or negative feedback will be directed to us in the first instance. As soon as we receive any such communication from a customer, we will immediately liaise with you in order to rectify the situation to the mutual agreement of you and the customer as quickly as possible;
  • other than the initial screening activities we undertake to ensure your suitability to sell on our Website, we do not pre-screen Suppliers or any services that you advertise in Listings on our Website. We are not in any way responsible for any services sold or for the content of any Listings.
  • We do not permit any services to be sold on our Website that meet, or may be considered in our absolute discretion to meet, any of the criteria set out in the Acceptable Usage Policy in clause 2 below.
  • If you are unsure whether your services are permitted to be sold via our Website, please seek approval from us via email at pauline@settlin.co.uk prior to listing your service(s).
  • In our absolute discretion, we reserve the right to remove any Listing that breaches the provisions of these Terms or that we deem otherwise unacceptable or inappropriate for listing on our Website. If we do so, please note that Transaction Fees are non-refundable. In addition, we may also suspend or terminate your Account. All sums due will remain due and payable notwithstanding any suspension or termination for any reason.
  1. DESCRIPTIONS POLICY
  • When selling on our Website, it is important that all descriptions of services are truthful and accurate, and that all visual representations are true representations of what you are selling (as far as is reasonably possible). You agree that all Listings submitted by you will comply with the following:
  • if a service is not performed by you, it must not be described as being performed by you;
  • any photographs must be a true representation of the services being provided and not stock photographs, photographs from other suppliers or websites, drawings, renderings, or other representations. Photographs must be of a professional standard;
  • your Listing must include any additional costs payable by the customer where it is possible to calculate them in advance, or reasonable estimates where it is not possible to calculate them in advance;
  • you must not use any Content that belongs to other parties in your Listings without their express permission;
  • your Listing must not advertise alternate locations from which your services can be purchased, thereby avoiding our Transaction Fees.
  1. INTELLECTUAL PROPERTY RIGHTS
  • In relation to Company Content on the Website, we warrant that we are the legal owners of all intellectual property rights in the Company Content. We confirm that we will retain ownership of all intellectual property rights in Our Content. We confirm that our use of Our Content does not infringe on the intellectual property rights of any third party. You agree not to copy, modify, edit, use or utilise Our Content for any reason or for any purpose, related or unrelated to these Terms, without our prior written permission.
  • In relation to any Supplier Content you upload to our Website, you warrant that you are the legal owner of all intellectual property rights in the Supplier Content, and you will retain ownership of all intellectual property rights in the Supplier Content. You warrant that in uploading the Supplier Content to our Website you will not be infringing on the intellectual property rights of any third party. You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, modify, edit, use and utilise your Supplier Content for the term of your engagement as a Supplier.
  • You must, at all times, respect the intellectual property rights of other suppliers, customers and other third parties on our Website. Under no circumstances may you use intellectual property belonging to another party without that party’s express written permission. If you feel that another supplier, customer or other third party has infringed your intellectual property rights in any way, please contact us in writing via email at pauline@settlin.com
  • If another party contacts us claiming you have infringed their intellectual property rights, we will contact you to inform you of the complaint, and we may remove the Supplier Content that is the subject of the complaint from our Website. If you have questions regarding the complaint, or wish to challenge it, you must contact the complaining party. We will not be a party to any dispute concerning intellectual property and cannot assist in resolving such disputes. You are free to resubmit the Supplier Content in question if the complaint is resolved and you have the permission of the complaining party to do so (where it is required).
  1. SUPPLIER RULES AND ACCEPTABLE USAGE POLICY
  • When using our Website or offering services for sale through or otherwise in connection with our Website, you must do so lawfully, fairly, and in a manner that complies with the provisions of these Terms. Specifically:
  • you must ensure that you comply fully with all local, national and international laws and regulations (including but not limited to those which may apply to the service(s) you wish to sell);
  • you must not use our Website in any way, or for any purpose, that is unlawful or fraudulent;
  • you must not use our Website to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;
  • you must not use our Website in any way, or for any purpose, that is intended to harm any person or persons in any way;
  • you must always provide accurate, honest information about yourself and any and all services(s) that you are selling on our Website;
  • you must state the price of a service accurately and clearly, and must not change it in order to avoid paying the applicable Transaction Fee; and
  • you must not engage in any form of price fixing with any other party (including suppliers and customers).
  • When using our Website or offering services for sale through or otherwise in connection with our Website, you must not submit anything (including, but not limited to, material in a Listing) or otherwise do anything that:
  • is sexually explicit;
  • is obscene, deliberately offensive, hateful, or otherwise inflammatory;
  • promotes violence;
  • promotes or assists in any form of unlawful activity;
  • discriminates against, or is in any way defamatory of, any person, group, or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
  • is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
  • is calculated or is otherwise likely to deceive;
  • is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
  • misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
  • implies any form of affiliation with us where none exists;
  • infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or
  • is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
  • We reserve the right to suspend or terminate your access to our Website if you materially breach the provisions of this clause 6 or any of the other provisions of these Terms. Further actions we may take include, but are not limited to:
  • removing your Listing(s) from our Website;
  • issuing you with a written warning;
  • commencing legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;
  • further legal action against you as appropriate;
  • disclosing such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
  • any other actions which we deem reasonably necessary, appropriate, and lawful.
  • We hereby exclude any and all liability arising out of any actions that we may take in response to breaches of these Terms.
  1. FEES
  • In consideration of our provision of the Website for you to sell your services, you will pay the fees as set out in this clause. Any and all actions designed to avoid the payment of any fees described in these Terms are strictly prohibited.

Transaction Fee

  • A Transaction Fee is due and payable by you, the Supplier, at the rate set out in clause 3 below or the rate as otherwise notified to you in writing by us. We may, at our absolute discretion, amend, increase, decrease or otherwise alter the rate of the Transaction fee at any given time with not less than 30 days prior written notice to you.
  • At the time of these Terms, the rate of the Transaction Fee is twenty per cent (20%) of the total amount payable by the customer, plus VAT, in relation to each service sold by you through our Website.

Marketing

  • We may from time to time undertake marketing, advertising and public relations activities (Marketing Activities) to promote our Website and our Suppliers. The content, timing, length, details and decisions of campaigns, and the inclusion of Suppliers in such Marketing Activities, will be at our absolute discretion. We will pay all costs and fees associated with the Marketing Activities unless otherwise advised to Suppliers in writing in advance of any campaigns.
  • We may at our absolute discretion from time to time run promotions on or relating to our Website. Such promotions include but are not limited to advertising our Website, reduced prices, and incentivised purchases. You will be notified at least 14 days in advance of any promotions, and you will be given an opportunity to opt out of participating.

Payments

  • When a customer purchases an item on the Website, the payments will be made directly to us. From this payment, we will retain the Transaction Fee as provided for in these Terms. Once each month, between 15 and 21 days after the purchase has been made by the customer, the payment less the Transaction Fee (stripe transaction fee) will be processed and paid to your nominated bank account.
  • It is your sole responsibility to ensure that you provide us with your accurate and recent bank account details to enable payment of the Payment Amount to occur. We will not be held liable for any errors, fees, or misdirected payments that occur as a result of you not providing us with up-to-date information.  
  • We will not make any customers’ payment details (including but not limited to card numbers, bank account numbers, and sort codes) available to you at any time, or for any reason. All payment details are held securely and shared only with our payment service provider.
  • If you believe that the Payment Amount is incorrect, you must contact us in writing via email at pauline@settlin.com within 72 hours of your receipt of the payment.

Taxes

  • It is your responsibility to collect and pay applicable taxes on any sales made through our Website.
  • Where any tax or additional charge forms a part of the price of any service(s) you list on our Website, you must include the tax or additional charge in the price of the service.
  • Any tax or statutory charge must be charged at the rate set by the laws in force in the United Kingdom at any given time. It is your sole responsibility to ensure that any taxes or statutory charges on your service(s) are charged and collected correctly and accounted for appropriately.
  1. TERMINATION
  • Either party may close a Supplier’s Account and terminate these Terms for any reason with not less than 60 days prior written notice to the other party.
  • Either party may immediately cancel a Supplier’s Account and terminate these Terms on any of the following grounds:
  • either party fails to make any payments as they fall due and payable and the failure remains outstanding for more than 21 days;
  • either party commits a material breach of these Terms, including a breach of any related policies, and upon being notified of the breach, fails to correct the breach within seven (7) days of being notified;
  • either party (or either business) becomes insolvent, becomes the subject of a bankruptcy order, goes into voluntary liquidation or an equivalent event occurs having the same effect as those stated above.
  • Any outstanding sums due and payable (including but not limited to Transaction Fees) will remain payable by the original due date and the Supplier’s Account will not be closed until all sums due have been paid.
  1. OUR LIABILITY TO YOU
  • To the fullest extent permissible by law, we will not be liable for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
  • Nothing in these Terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents, or sub-contractors), or for fraud or fraudulent misrepresentation.
  • Nothing in these Terms seeks to limit or exclude consumers’ legal rights.
  1. EVENTS OUTSIDE OF OUR CONTROL (FORCE MAJEURE)
  • We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond our reasonable control.
  • If any event described under this clause 10 occurs that is likely to adversely affect our performance of any of our obligations:
  • we will inform Suppliers as soon as is reasonably possible;
  • our obligations under these Terms will be suspended and any time limits that we may be bound by will be extended accordingly; and
  • we will inform Suppliers when the event outside of our control is over and provide details of any new dates, times, or availability of services as necessary.
  1. CONFIDENTIALITY

Each party undertakes that it will not at any time during your engagement as a Supplier, and for a period of five (5) years after termination of these Terms, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

  1. DATA PROTECTION

Any and all personal information that we may collect from and/or about suppliers will be collected, used, and held in accordance with your rights and our obligations under the Data Protection laws in force from time to time in the United Kingdom. The ways in which we collect, process and store personal information are set out in our Privacy Policy, which is available here https://settlin.com/privacy-policy/

  1. GENERAL TERMS
  • The parties may not transfer or assign their obligations or rights under these Terms without the express prior written permission of the other party.
  • If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, those provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
  • No failure or delay by the parties in exercising any of their rights under these Terms means that the party has waived that right, and no waiver by a party of a breach of any provision of these Terms means that the party will waive any subsequent breach of the same or any other provision.
  • The parties may amend these Terms by prior written agreement, except as otherwise provided for in these Terms.
  • These Terms, and the relationship between the parties (whether contractual or otherwise) shall be governed by, and construed in accordance with, the laws of England and Wales.
  • Any disputes concerning these Terms, the relationship between the parties, or any matters arising from or associated with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
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