1 Acceptance Of Terms
1.1 These provisions set out
the terms and conditions ("Terms") on which you (the "Seller
and supplier", “you” and "your") may become a
member of the shop.benjuriy.com website ("Site") to sell
products which must not be Prohibited Products (as defined in Schedule 1)
("Products") to customers of the Site ("Customers").
1.2 Your use of the Site is
governed by these Terms, Benjuriy General Terms & Conditions and by Benjuriy 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.
1.3Any words following the
terms including, include, in particular, for
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.
2About Us
2.1The Site is operated by Benjuriy Trade Ltd. : including their affiliates Jurivest OU trading as Benjuriy ("Benjuriy", "us", "we" and "our"). We are registered in England and Wales under company number 12983522 and with our registered office address at Suite 7085 128 Aldersgate Street, Barbican, London, United Kingdom, EC1A 4AE. Jurivest OÜ Reg. №: 16850686 has registered address: Harju maakond, Tallinn, Kesklinna linnaosa, Jõe tn 5, 10151. To contact us, please see our Contact us page.
3 Overview Of Roles
3.1 Benjuriy allows Sellers to
list, sell and deliver their Products on the Site contracting on terms which
include, as a minimum, the Benjuriy Customer Terms . Please
note that although Benjuriy facilitates the transactions which are carried out
through the Site, Benjuriy is neither a buyer nor a seller of the Products and
does not assume any responsibility nor make any representation, warranty or
guarantee, whether express or implied, as to the Products.
3.2 Where a Customer orders a
Product through the Site, the contract is formed solely between the Seller and
the Customer at the completion of the sale (“Contract”). A Contract will
comprise the Seller’s terms (which include, as a minimum, the Benjuriy Customer Terms , the
email confirmation of the Customer's order and the information on the Seller's Account
("Seller's Shop"). Benjuriy 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 Benjuriy acting as the Seller's agent.
3.3 The Terms (and the
documents referred to in them) may be updated from time to time. These Terms were
most recently updated on 1st of September 2022.
3.4 Seller details are
displayed on the Site on the Seller's Account (linked to from the Product
pages).
4 Process
4.1 Once the Seller has
successfully completed the application process, and your Monthly Subscription
Fee (as defined in clause 6.1) has been received, the Seller will be given
their own dedicated area of access called the Seller Dashboard. There the
Seller can upload, update and review detailed Listing Information for its
Products (photos, text, shipping methods etc). Orders will be logged into the
Seller Dashboard. From here, the Seller will be able to manage Customer orders,
view and manage Disputes, view and print sales history between the Seller and Benjuriy,
update and manage stock levels, view performance reports, manage their
subscription and handle Customer feedback.
4.4 The Seller will then be
able to either create a new Listing or use an existing Listing to list their
Products.
4.5 If another seller is
already using a Listing and you wish to update the details for that Product
listed on that Listing, you can submit a request to change the Listing, however
this will not automatically update on the Site without Benjuriy accepting the changes.
A Listing can only be edited without Benjuriy 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 Benjuriy may restrict the
Seller's access to the Seller Dashboard in the following circumstances:
4.6.1 pursuant to clause 6.3.3
(non-payment);
4.6.2 on termination of the
Seller’s membership of the Site;
4.6.3 if the Seller fails to
dispatch orders and Benjuriy, having made reasonable attempts to contact the
Seller, believes that the Seller is inactive;
4.6.4if Benjuriy, having made
reasonable attempts to contact the Seller, otherwise believes that the Seller
is inactive;
4.6.5if Benjuriy has
reasonable grounds to believe that the Seller 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 Seller 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 Seller’s listings which Benjuriy believes could give rise to
issues with Customers; or
4.6.8 pursuant to clause 9.3,
in which case the Seller will
only have access that enables the Seller to view and manage current orders,
view invoices between the Seller and Benjuriy, mark orders as dispatched and
handle Customer feedback ("Restricted Access"). Whilst a
Seller has Restricted Access, its Listings will not be visible to Customers and
Customers will not be able to place orders with the Seller.
4.7 When payment is made by a
Customer, the funds will be held by Benjuriy. The Seller & Supplier has a
right to request Benjuriy to execute Seller’s settlement to Seller’s bank
account for different periods only after providing Benjuriy with the evidence
of confirmed and closed sales for the requested settlement period.
4.8 Benjuriy will provide the
Seller with an 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 invoice
will be prepared and provided to the Seller during the subsequent month following
the period for which the invoice relates e.g. the invoice relating to the
calendar month of February will be prepared on the 1st of March, the invoice
relating to the calendar month of March will be prepared on the 1st of April.
5 Commencement And Duration
5.1The Seller's membership
will commence on the later of:
5.1.1the Seller having
confirmed their acceptance of these Terms,
General Terms & Conditions, Privacy Policy ; and
5.1.2 the date on which we
have approved the Seller's application, received the first Monthly Subscription
Fee and granted the Seller access to the Seller Dashboard.
(“Commencement Date”)
and shall continue unless and until terminated in accordance with clause 6.3.4
or clause 9.
6 Membership And Charges
6.1 Monthly Subscription Fee
6.1.1 Every Seller 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 calendar months.
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 Seller Dashboard to terminate these Terms under clause 9.3.
6.1.3 Where 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 Seller of a valid VAT (where applicable) invoice from
Benjuriy.
6.1.4 Monthly Subscription Fee
may be increased from time to time by Benjuriy (in accordance with clause 3.3).
6.1.4.1 The Seller
acknowledges and accepts that not all services or marketing activities/routes
mentioned on the Site may be available to all sellers.
6.2 Product Sales Fee
6.2.1 When a sale is made for
a Product listed on the Seller’s Listing, a fee (“Product Sales Fee”) is
payable by the Seller or the amount of the fee can be directly held by
Benjuriy.
6.3 Remedies for late payment
Without limiting any of our
other rights, if the Seller 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
Seller's Products 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
6.3.2 seek any other payment
or reimbursement from you by any other lawful means; and/or
6.3.3 in the case of failure
to pay the Monthly Subscription Fees, grant the Seller only Restricted Access
to the Seller Dashboard until payment has been made. Restricted Access will be
granted via an automated process, as follows after an unsuccessful attempt and
the Seller’s account will be automatically suspended, following which the
Seller will need to reactivate the account (and pay the outstanding Monthly
Subscription Fees) to regain access; and/or
6.3.4 charge the Seller
interest on the overdue amount at a rate of 4% per annum above the Bank of
England base rate from time to time. This interest shall accrue on a daily
basis from the due date until the date of actual payment of the overdue amount,
whether before or after judgment. The Seller must pay us interest together with
the overdue amount.
7 Seller Commitments And Order Processing
7.1 In signing up to these
Terms, the Seller & Supplier commits to:
7.1.1 sell and deliver Products
on terms which include, as a minimum, the Benjuriy
Customer Terms ;
7.1.2 supply and deliver only
Products that can be delivered to the Customer in accordance with the Benjuriy Customer Terms ;
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 Seller's
company name, company number, registered office and where applicable trading
address and VAT registration number (“Seller Information”) are clearly
displayed on the Seller's Account and updated, as necessary, as soon as
practicable. This shall include updating the details of the Seller's VAT
registration number if applicable. Should the Seller no longer hold a VAT
registration number, it shall remove this from the Seller Account. The Seller
acknowledges that Benjuriy shall have no liability in relation to the Seller's
VAT registration details or any other Seller Information which it is obliged to
display and keep updated under this clause 7.1.4;
7.1.5 indemnify Benjuriy
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 Benjuriy arising out of or in connection with
any claims related to a breach of clause 7.1.4;
7.1.6 take responsibility for
the accuracy and detail of all Product information (including Product availability,
descriptions, images, measurements, condition and any other supplementary
information about the Products) as well as the price which the Products are
sold at ("Product Sale Price"), ensuring that this information
is detailed in a listing on the Seller Dashboard ("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;
7.1.7 promptly notify Benjuriy
of any inaccuracy in any Listing and how the inaccuracy should be corrected,
and use all reasonable endeavors to resolve promptly any Customer complaints
arising from any such inaccuracy;
7.1.8 indemnify Benjuriy 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 Benjuriy 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;
7.1.9 ensure that it does not
misrepresent the origin of the Products through any description made of the
Products via the Seller Dashboard whether contained in a Listing or otherwise;
7.1.10 ensure that all postage
costs and additional postage costs displayed through the Site are accurate;
7.1.11 ensure the Products are
of satisfactory quality;
7.1.12 ensure the photographic
quality of the Products is high and have a white background color where
possible. We recommend using professional photographs but this is not
essential;
7.1.13 use reasonable endeavors
to respond to order enquires with Benjuriy or Customers in a timely manner
(immediately if possible, at least within 1 Working Day);
7.1.14 ensure that they keep
up to date with the Seller Dashboard on a daily basis, tracking orders,
updating dispatches and orders and responding promptly to Customers requesting
a return or raising a Dispute;
7.1.15 ensure stock levels are
accurate in all material respects (and available);
7.1.16 prepare a suitable
invoice for each order and ensure that this is sent to the Customer when
requested;
7.1.17 ensure that where a
Product should not be sold to Customers under a certain age, that the minimum
age for that Product is correctly entered into the Seller Dashboard (where
applicable);
7.1.18 indemnify Benjuriy 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 Benjuriy arising out of or in connection with
any claims related to a breach of clause 7.1.17;
7.1.19 refrain from selling
any Prohibited Products (as detailed in Schedule 1);
7.1.20 refrain from uploading
offensive or nude images, material, or otherwise breaching Benjuriy's Privacy Policy and General Terms & Conditions .
7.1.21 indemnify Benjuriy against
all liabilities, costs, expenses, damages and losses (including but not limited
to any direct, indirect or consequential losses) suffered or incurred by Benjuriy
arising out of or in connection with any claims related to a breach of clauses
7.1.19 or 7.1.20;
7.1.22 refrain from using the
Site as an advertising portal, other than in listing the Products which you are
selling and permitted to sell under these Terms;
7.1.23 ensure any issues that
the Seller wishes to raise with Benjuriy with regards to the Site are
communicated to Benjuriy via email to operator@shop.benjuriy.com.
7.1.24 not encourage direct
communication with the Customer through the use of their own email address,
only the Seller Dahsboard;
7.1.25 not 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;
7.1.26 comply 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);
7.1.27 ensure 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.
7.1.28 not 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;
7.1.29 comply with the
policies of Benjuriy on matters including but not limited to international
trade as the same may be notified to the Seller by Benjuriy from time to time;
7.1.30 ensure compliance with
the tax rules applicable to the Seller in the jurisdiction(s) in which the
Seller operates and for this purpose the Seller shall not misrepresent their
location or the location of their items on the Site.
7.1.34 refrain from selling products,
which infringe the intellectual property or proprietary rights of any third
party.
7.2 Promotion of the Seller's
own website
7.2.1 The Seller may not
include a link to, or otherwise provide the address of, or promote, its (or any
third party's) website on the Seller Dashboard, any Product or Listing on the
Site, in orders shipped that were placed by the Customer on Benjuriy, or in any
other means of communication with the Customer.
7.2.2 The Seller may not
include its email address anywhere on the Benjuriy Site, Seller Dashboard or Listing or in any other means of
communication with the Customer.
7.2.3 The Seller may not bid
on Benjuriy’s name, or variations of the Benjuriy brand or domain name or brand
name, on Google or any other search engines, or any paid search sites.
7.2.4 The Seller acknowledges
and accepts that ' Benjuriy' is a trade mark of Benjuriy Trade Ltd and no
rights or licences are granted to any Seller in this respect.
7.2.5 The Seller may not send
promotional emails or catalogues or other promotional material to Customers
introduced to the Seller by Benjuriy, other than those which are branded solely
as from Benjuriy or to discuss an order placed on the Benjuriy Site.
7.3 Security
7.3.1 The Seller shall be
solely responsible for procuring, maintaining and securing its network
connections and telecommunications links at its own cost.
7.3.2 The Seller 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.
7.3.3 The Seller must ensure
its username and password logins are kept safe and not accessed by any other
party. If these details are lost or the Seller becomes aware that they have
been accessed by any other party the Seller must contact Benjuriy immediately
via the Site for new passwords.
7.4 Pricing
Unless otherwise agreed, the price of
the Goods (which shall be shown on the Seller’s Shop or on the sales order
acknowledgement document in respect of the Goods issued by the Seller to the
Customer) is exclusive of VAT and other taxes and the cost of carriage
and is based on costs current at the date of Acceptance. The Seller reserves
the right at any time prior to delivery of the Goods to adjust the price
of the Goods to take account of:
(i) any increase in the costs to the
Seller which is due to any factor beyond the Seller’s control (including,
without limitation, currency regulation, alteration of duties, taxes, increases
in the costs of labour, services, transport, materials or other costs of
manufacture or any foreign currency fluctuations which increase the costs to it
of Goods imported into the United Kingdom); or
(ii) any change in delivery dates,
quantities or specifications for the Goods which is requested by the Customer ;
or
(iii) any delay caused by any of
Customer’s instructions or Customer’s failure to give the Seller adequate
information or instructions.
The Seller also reserves the right to
increase the quoted or agreed prices for Goods if Customer’s instructions are
such that the Seller is required:
(i) to carry out work other than
during normal working hours (normal working hours being Monday to Friday
from 7am until 5:30pm and Saturday between 8am and – 12 noon); and/or
(ii) to deliver the Goods to any
location which is not either curbside or on a ground floor location (“Standard Delivery
Location”).
7.5 Delivery of goods shall be
processed in accordance with the clause 9 of the Customer Terms
and clause 8 of the General Terms & Conditions .
7.6 Returns and Refunds shall
be processed in accordance with the clause 9 of the Customer Terms
and clause 8 of the General Terms & Conditions .
7.7 Payments and settlements
7.7.1 Payments for Products on
the Site shall be made directly by a Customer to Benjuriy through the Site.
Order information shall be recorded on the Seller's designated Dashboard. The
Seller must check the Seller Dashboard daily for alerts of new orders.
7.7.2 The Seller has a right
to request Benjuriy to execute Seller’s settlement to Seller’s bank account for
different periods only after providing Benjuriy with the evidence of confirmed
and closed sales for the requested settlement period.
7.7.3 The Seller hereby
appoints Benjuriy 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.
7.7.4 In addition Benjuriy shall
notify the Seller by email of orders awaiting dispatch in their Seller
Dashboard, but Benjuriy does not warrant the reliability of email
communications.
7.7.5 Following receipt of
such notification, the Seller shall process each and every order it accepts in
accordance with the Timeframes that the Seller designated to the Customer,
using the Seller Dashboard access. Upon dispatch of each order, the Seller
shall further confirm this with the Customer, through their Seller Dashboard by
clicking the "Dispatched" button. This also signifies acceptance of
the Customer's order.
7.7.6 Benjuriy reserves the
right to change the Monthly Subscription Fees or the Product Sales Fee upon
providing the Seller with prior written notice.
7.7.7. Benjuriy has a right to
process refunds at the Seller's expense if the Seller did not meet the delivery
time of the goods that the Seller designated to the buyer.
8 Limitation Of Liability And Indemnity
8.1 Nothing in these Terms
shall limit or exclude our liability:
8.1.1 for death or personal injury
caused by our negligence, or the negligence of our employees, agents or
subcontractors; or
8.1.2 fraud or fraudulent
misrepresentation;
8.2 Subject to clause 8.1:
8.2.1 we 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
8.2.2 we assume no liability
in relation to the Products. It is your responsibility to take out the relevant
insurance necessary to cover the cost of the Products you are supplying and
shipping to Customers in the event that they are lost or damaged in transit.
8.3 Except 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.
8.4 The Seller shall indemnify
and hold Benjuriy 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 Seller's/Supplier’s Terms.
8.5 From time to time, it will
be necessary for Benjuriy 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 Sellers and Customers, and we will always try to notify
Sellers 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.
9 Termination
9.1 Without limiting each
party’s other rights or remedies available to it, each party may terminate the Seller’s
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 notice giving
full particulars of the breach and requiring it to be remedied;
9.1.2 the 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 notice giving full particulars of the breach
and requiring it to be remedied;
9.1.3 the 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;
9.1.4 the 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;
9.1.5 the 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;
9.1.6 the 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;
9.1.7 the other party suspends
or ceases, or threatens to suspend or cease, to carry all or a substantial part
of its business.
9.2 Without limiting your
other rights or remedies, you shall have the right to terminate your membership
of the Site by giving us 30 days’ notice through the Seller Dashboard or at
Seller’s email.
9.3 Without limiting our other
rights or remedies, we shall have the right to immediately suspend your access
or grant you only Restricted Access to the Seller 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.
9.4 Benjuriy has a right to
terminate the Seller’s Account after 365 days of Seller’s inactivity.
10 Consequences Of Termination
On termination of your
membership of the Site:
10.1if Benjuriy terminates
your membership of the Site, all sums due to Benjuriy in accordance with these
Terms shall become immediately due and payable;
10.2 if Benjuriy terminates
you membership in accordance with clause 9.3 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;
10.3 you shall ensure that all
orders placed before termination are fulfilled and delivered to the Buyers where
your level of access to the Seller Dashboard permits you to do so;
10.4 the 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;
10.5 all rights granted under these Terms will expire on
termination unless required for the purposes of clause 10.2;
10.6 clauses which expressly
or by implication have effect after termination shall continue in full force
and effect; and
10.7 you 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.
11 Confidentiality
11.1 Benjuriy will take all
precautions to securely store all of the Seller's business and business
information and will not share this with any third party, unless specific
permission is granted by the Seller.
11.2 Neither party will
disclose any details of the other party’s correspondence or operations
(including the operations of the Seller 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.
11.3 The obligations of
confidentiality under these Terms shall remain in effect for 5 (five) years
after the termination or expiry of these Terms.
12 Intellectual Property Rights
12.1 The 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.
12.2 You may not use the
Documentation without Benjuriy’s prior written consent.
12.3 You 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.
12.4 We hereby grant you a
royalty-free, non-exclusive, worldwide, perpetual, irrevocable right to use
each Listing for the sole purpose of advertising the Products which you sell
through the Site.
12.5 Except 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 Benjuriy represents,
undertakes and warrants that it is the legal beneficial owner of all
intellectual property on the Site (including without limitation the Seller
Dashboard) or has an irrevocable licence to use such intellectual property for
the purposes for which it is used. Benjuriy shall indemnify the Seller and hold
the Seller 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. Benjuriy acknowledges and agrees that clause 8 shall not apply in
relation to this indemnity.
12.7 Your 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 Seller's IPR Warranty And Indemnity
13.1 The Seller warrants to
Benjuriy 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 Benjuriy pursuant to these Terms
will not infringe the IPR of any third party.
13.2 The Seller shall
indemnify Benjuriy and hold Benjuriy 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.
13.3 For 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.
14 Law 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.
15 General
15.1 Neither 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.
15.2 No 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 Seller is permitted assign or
subcontract its obligations under these Terms to its group companies.
15.3 Any 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.
15.4 No 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.
15.5 If 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.
15.6 Nothing 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).
15.7 These 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.
15.8 No variation of these
Terms shall be binding unless made in writing and signed by you and us.
15.9 These 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.
15.10 These 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.
15.11 Each 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.
15.12 References in these
Terms to “writing” includes email (provided the email is supported by a
valid server delivery receipt).
Schedule 1
Prohibited
Products
You
may not sell any of the following:
1 Animals and Wildlife related
goods
2 Artefacts and Antiquities
2.1Antiquities, archaeological objects and artefacts
2.2Native American arts, crafts and jewellery not
produced by a certified Indian artisan e.g. Indian Jewellery, Navajo Jewellery
3 Tobacco, E-Cigarettes and Paraphernalia
3.1 E-liquids that contain THC or are worded in a way
and/or show imagery that would appeal to minors
3.2 Herbal cigarettes or herbal tobacco, e.g.
nicotine-free or tobacco-free cigarettes or shisha
3.3 Nicotine containing products except for smoking
cessation products e.g. nasal & mouth sprays, gums, lozenges and patches
3.4 Tobacco, or any product that contains tobacco,
such as blunt wraps, cigarettes, cigars, dipping tobacco, chewing tobacco, snus
and other smokeless tobacco products
4 Clothing, Accessories and Cosmetics
4.1 Clothing with images of explicit profanity or
obscene and sexually graphic images e.g. T-shirts, hats
4. 2 Clothing with images or logos that infringes on
intellectual property rights
4.3 Real fur products obtained from animals farmed for
their fur e.g. mink, foxes, raccoon dogs, rabbits and chinchillas
4.4 Used cosmetics, makeup applicators and sponges
4.5 Used socks and underwear e.g. boxer shorts, briefs
and pants
5 Digital Media
5.1 Academic or educational versions of software where
the licence can only be obtained from an educational institute
5.2 Bootleg recording from a live show or concert
5.3 Copied or duplicated software including
"soft-lifted" software
5.4 OEM, bundled or Operating System repair, restore
or recovery software sold as standalone and not included with the original
hardware
5.5 Open, unsealed software that is subject to
licensing agreements and that may have been duplicated or the licence already
used
5.6 Unauthorised digital copies of movies, music,
prints, software, videos and video games where the seller provides a download
link
5.7 Unauthorised digital downloads of PDF books,
E-books and literature where the seller provides a download link
6 Drugs, Drug Paraphernalia
6.1 Full-spectrum cannabinoid extracts e.g. hemp plant
extracts including the stalks, leaves and flowers
6.2 Human medication listed by an unlicensed seller or
un-registered pharmacy
6.3 Narcotics, steroids, other controlled substances,
and all unlicensed medicines
6.4 Pharmacy prescription-only medication that can
only be sold by a licensed and registered pharmacist
6.5 Products containing Cannabidiol (CBD) or other
cannabinoids, and which also include a quantity of THC or THC-V
6.6 Smoking apparatus and other drug paraphernalia
6.7 Veterinary medication not authorised for sale or
requiring a prescription by the VMD
7 Sex & Adult Material
7.1 Hard pornographic materials, such as films rated
X, XXX or R18 by the British Board of Film Classification
7.2 Indecent, obscene nudity or sexually explicit art,
articles, books, cards, engravings, prints, paintings, publications, videos and
computer games
7.3 Media or products containing child or juvenile
pornography
7.4 Used soiled undergarments
8 Guns and Ammunition
9 Hazardous and Dangerous Items
10 Unauthorized Intellectual Property goods
11 Knives & Offensive Weapons
12 Medical Devices
13 Offensive and Controversial Materials
14 Hallucinogenic, toxic plants and seeds
15 Alcohol containing products (*listing and selling is allowed only with
special permission of Benjuriy administration)
16 Other
16.1 Coupons, vouchers and voucher codes
16.2 Grab bags or mystery items
16.3 Train tickets, bus tickets, concert tickets and lottery tickets