Seller Terms and Conditions

 

Asella – Seller Terms and Conditions

We are: Asella Ltd

We can be contacted by:

Telephone: 07889 122000

Post:  Suite 120, 21 Clarence Street, Staines upon Thames, TW18 4SU

Email: info@asella.co.uk

Please read the terms and conditions set out below (“Terms and Conditions”) carefully before becoming a Seller on our Website. By becoming a Seller you agree to be bound by these Terms and Conditions.

  1. Definitions

“Agreement” is a reference to the contract between the Seller and us as evidenced in these Terms and Conditions, the Listing Guidelines and any other documentation that we refer to in these Terms and Conditions;

“Content” is a reference to any material including but not limited to photographs, information, data, software, videos, text, music, sound, graphics, messages posted by you or other users on our Website;

“Customer” means any person who purchases any Products displayed on our Website and all users of the Website;

“Listing Guidelines” is a reference to the guidelines issued from time to time by us to Sellers as displayed on the Website and in these Terms and Conditions;

“Products(s)” is a reference to the products which are made by you and are advertised for sale and sold on our Website;

“Seller”, “you”, “your” and “yours” means you an entity or person who advertises and sells Products on our Website;

“we”, “us” and “our” are references to Asella Ltd; and

“Website” is a reference to the website, www.asella.co.uk, which is run and operated by us and on which these Terms and Conditions are displayed.

  1. Becoming a Seller with Asella
    • We provide a venue for you to promote and sell your Products to Customers. In order to sell your Products with us you must first register with us via the Website. As part of the application process, you will need to send us sample photographs of the products you intend to sell and a sustainability statement.
    • When you have completed the online form your application will then be reviewed by us for suitability. You should expect to receive a reply from us within 3 business days. If your application is approved you will be sent an email containing a link to activate your account. Once you have activated your account you may then set up your profile and upload the Products which you wish to sell. Any username you choose to use must not be offensive or obscene and must meet the Listing Guidelines displayed on the Website.
    • You may upload a photo gallery for your Products which must meet the Listing Guidelines. Photos may be altered by us to fit the current accepted picture size.
    • By registering with us you agree to be bound by these Terms and Conditions and to the Listing Guidelines.
    • There is no fee to open a Seller account with us. We charge a commission for each sale that we process for you. Further details can be found under the Fee Policy below.
    • You must be 18 years or over in order to become a Seller on our Website.
    • You agree to take particular care when providing us with your details and warrant that these details are accurate and complete at the time of registration and are not false or misleading or misrepresent your identity. You must provide us with valid and complete contact details and a valid email address. Any material changes to this information must be notified to us as soon as possible.
    • Customers are encouraged to provide feedback and rate Sellers. You agree that in becoming a Seller we may, either by ourselves or through a third party,

– approach Customers to obtain feedback on the Products that you have sold, and

– publish feedback and ratings on you obtained from Customers on our Website.

  • We cannot be held liable for any derogatory or negative feedback received from Customers. If the majority of feedback is negative then we may remove you as a Seller.
  • Sellers must comply with all laws and regulations (in particular, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Consumer Rights Act, 2015, the Data Protection Act, 2018, the General Data Protection Regulation 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC) and the Electronic Communications (EC Directive) Regulations 2003 as may be amended and updated from time to time) concerning online trading including providing clear details of the Products and delivery policies.
  • For the avoidance of doubt, Sellers do not receive protection afforded under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Consumer Rights Act, 2015 and the Sale of Goods and Supply of Services Act, 1979,as amended ,in relation to this Agreement.
  • We reserve the right to amend and update the information displayed on a Seller’s profile on our Website where we reasonably consider that this is required however the obligation to ensure compliance with all legal requirements applicable to the sale of Products by the Seller shall rest with the Seller.
  • You may close your account with us at any time by notifying us in writing. Your Products will be removed from the Website within 24 hours of our receiving your notice and your account will be closed. You will be required to fulfil all pending orders which have been placed by Customers and notified to you.
  1. Listing Products
    • Full details of Products you offer for sale may be uploaded onto our Website using the online template. The completed template may be reviewed by us (and may be amended) to ensure that it is in compliance with the Listing Guidelines prior to being displayed on our Website.
    • You warrant that you are legally authorised to list and sell all Products which you upload to the Website.
    • The decision to list Goods, is at our absolute discretion and we may refuse to list Products which we consider, in our absolute discretion are not suitable for the Website or our business.
  1. Listing Guidelines
    • When you list Products for sale and upload Content you agree to comply with the Listing Guidelines published on the Website. You also agree to comply with the following rules for listing Goods. A failure to do so will result in your Products not being listed and in some cases, your account being closed. In exceptional cases a failure to follow these guidelines may result in your actions being reported to the police.
      • The Seller must be the legal owner of the Products at the time of listing.
      • No pornographic or obscene Products should be listed on the Website nor should any of the items listed be designed to incite violence or racial hatred or contravene any law or regulation.
      • You must ensure that your description of the Products is not false, inaccurate or misleading and complies with the British Code of Advertising Practice in all respects.
      • Hyperlinks are not permitted unless we authorise links to Facebook, Twitter and other social media sites on your store page as well as links to your own website.
      • No counterfeit Products may be sold on our Website. You must not infringe someone else’s copyright or intellectual property when listing Products or uploading Content.
      • You should not use any names, logos and trademarks unless owned by you or are used by you under licence.
      • You must be legally entitled to display any graphics used in connection with listing Products or uploading Content.
      • We reserve the right to alter, amend or withdraw any listing at any time where we consider it appropriate to do so.
      • Any special terms or conditions which you wish to draw to the Customer’s attention must be displayed when you upload details of the Goods. Postage costs and the different methods of postage available must be clearly displayed. Sellers must ensure that full details concerning returns are displayed and notified to Customers prior to purchase.
      • You must de-list immediately or mark as out of stock all Products which are either sold out or no longer available for sale by you.
    • The following items are prohibited from being listed for sale on our Website and we reserve the right to immediately suspend the listing and where appropriate, ban Sellers who deliberately breach our terms –
      • Medicines that require a prescription.
      • All weaponry including firearms, ammunition knives and swords.
      • Soliciting/selling stolen property.
      • Items which are designed to incite violence or racial hatred or contravene any law or regulation.
      • Illegal services or items.
      • Hate material.
      • Chemicals and hazardous or explosive materials.
      • Illegal drugs.
      • Pornography and adult material/goods.
      • Products which are unauthorised copies, unauthorised replicas, counterfeit, in breach of copyright or infringe a third parties’ intellectual property rights.
    • We reserve the right to review and approve all Content uploaded to our Website at any time. We may decide, without notice to you, to remove, amend or delete any Content or listing where we consider at our sole discretion that such Content or listing is either bogus or in breach of these Terms and Conditions.
  1. Using our Website
    • When using our Website you shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Website or the data contained therein, or our servers or networks; (iii) attempt to gain unauthorised access to the Website or its related systems or networks or to any other computer system or website; or (iv) take any action that imposes an unreasonably or disproportionately large load on our system.
    • You must not use the Website for spamming, unsolicited or unauthorised advertising, “chain letters” or sending unsolicited, abusive or threatening emails to users. You are not permitted to sell or place advertising on your portfolio page or any other page of our Website.
    • You cannot publish the contact details of another user or Customer on the Website.
    • You may only modify or add Content to the Website where specifically permitted. Under no circumstances may you block, obscure, overwrite or modify any content or pages generated by us. All other site locations or components of our Website pages are strictly for our use.
    • We reserve the right to cancel or suspend your authority to use our Website at any time should we reasonably consider or suspect that you have acted in breach of these Terms and Conditions or the Listing Guidelines.
  1. Fee Policy and Payment
    • We do not charge you for registering with us as a Seller. We charge a commission for selling your Products through the Website. The commission is deducted from the sales proceeds paid to you following a sale.
    • Our current commission rates are displayed on the Website. Any changes to our commission rates will be published on the Website and will apply to all transactions processed from the date the new rates are published.
    • We will process the sale of your Products sold through the Website to Customers. Payment for the Products less our commission will be paid to you by us 30 days after the Products have been dispatched by you to the Customer provided that the Customer has not cancelled the order, the Products are not faulty or damaged, the order is complete and the Customer has not raised a dispute with us regarding the Products. In the event one of these events has occurred no payment will be made to you until the issue is resolved to the satisfaction of the Customer or, in the case of a cancelled order, no payment will be paid to you.
    • In order to receive payments you will be required to open a PayPal account and provide us with the details for the account. Payments will be made into this account less our commission which we will deduct from the sales proceeds in accordance with clause 6.3.
    • Refunds for goods which have been returned after the cancellation period will be deducted against your PayPal account. The commission which has been paid to us will not be refunded to you.
  1. Customer Refunds and Cancellations
    • Customers will be entitled to the benefit of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013and the Consumer Rights Act, 2015. We will notify you if we receive notification from a Customer that he/she wishes to exercise the right to cancel an order and the order will be cancelled immediately by us.
    • Our Customer refund, returns and cancellation policies will be clearly displayed on the Website and will comply with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and Consumer Rights Act, 2018 and any relevant updates.
  1. Delivery to Customers
    • You must despatch all Products sold to Customers within 24 hours of the Customer placing the order.
    • Delivery must be made using a reputable courier or postal service for the delivery service selected by the Customer to the address specified by the Customer. You must provide the Customer with regular updates regarding the time of despatch of the Products and the estimated date and time for delivery. Any delays in delivery should be notified to the Customer as soon as you are aware of the delay.
    • All Products must be securely packaged for delivery.
    • A returns label must accompany all packages and should provide clear instructions for Customers who wish to cancel an order and return the Product in accordance with our Customer returns policy. You must notify us immediately once you have received a returned item from a Customer. This will enable us to process the cancelled order with the Customer.

 

  1. Faulty, Damaged or Incomplete Orders
    • A returns label should be included with each package sent to a Customer to enable the Customer to return any faulty or damaged items to you in accordance with the Customer returns policy displayed on the Website.
    • Where we are notified by a Customer that an order is incomplete we will notify you immediately. All incomplete orders notified to you must be corrected within 24 hours and the Customer must be offered an apology by you.

 

  1. Complaints

Complaints made by Customers concerning the Products sold by you will be handled in accordance with our Customer Complaints Policy which will be provided to you upon request. In the event any dispute arises between a Customer and a Seller concerning Products provided by you we will liaise with both parties to try to resolve the dispute amicably and any decision we make concerning the dispute shall be final and binding on the Seller.

 

  1. Intellectual Property Rights
    • Ownership in, and all rights created in relation to the contents of this Website vest in us absolutely unless otherwise indicated. The collection, arrangement and assembly of all content on the Website is the exclusive property of Asella Ltd and is protected by copyright. You must not modify, copy, reproduce, upload, post, transmit or distribute by any means or in any manner whatsoever, any material or information or download from our Website except where expressly invited to do so or indicated on our Website.
    • You are not permitted or licensed to reproduce, copy or use in any way the trade marks, logos and other intellectual property rights that we own except as expressly set out in these Terms and Conditions.
    • You warrant that you are the legal owner of, or legally authorised to use, the intellectual property rights in any Content that you display on our Website. You retain any intellectual property rights in the Content that you post to the Website and you grant to us, our successors and assigns, an irrevocable, perpetual, royalty free, worldwide, non-exclusive, fully paid licence to reproduce, copy, translate, distribute, commercially exploit or otherwise use such Content.

 

  1. Your Information
    • Where we have requested information from you to register you as a Seller, you agree to provide us with accurate, up to date and complete information.
    • We reserve the right to verify with third parties the accuracy of information that you provide to us.
    • You authorise us to use, store or otherwise process your personal information in order to provide our services to you. Any personal data that we may collect from you will be processed and stored in accordance with our Privacy Policy.
    • Where you have posted reviews or submitted articles for publication on our Website you acknowledge and agree that in doing so you consent to the re-publication of such reviews or articles on third party websites that we may select from time to time.

 

  1. LIMITATION OF LIABILITY AND INDEMNITY – PLEASE READ THIS SECTION CAREFULLY
    • WE DISCLAIM ANY AND ALL LIABILITY TO YOU FOR THE SUPPLY OF OUR SERVICES THAT WE PROVIDE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. IF WE ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE TO YOU SUCH LIABILITY IS LIMITED TO THE AMOUNT OF ANY COMMISSION YOU MAY HAVE PAID TO US IN THE YEAR IN WHICH THE CLAIM HAS ARISEN. WE CANNOT ACCEPT ANY LIABILITY FOR ANY LOSS, DAMAGE OR EXPENSE, INCLUDING ANY DIRECT OR INDIRECT LOSS SUCH AS LOSS OF PROFITS, TO YOU HOWSOEVER ARISING. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO PERSONAL INJURY OR DEATH ARISING AS A DIRECT RESULT OF OUR NEGLIGENCE.
    • WE DO NOT ACCEPT LIABILITY FOR ANY INDIRECT LOSS, CONSEQUENTIAL LOSS, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OR DAMAGE TO GOODWILL, LOSS OR DAMAGE TO PROPERTY AND/OR LOSS FROM CLAIMS OF THIRD PARTIES ARISING OUT OF THE USE OF THE WEBSITE OR FOR ANY SERVICESWE MAY PROVIDE TO YOU.
    • WE SHALL NOT BE HELD LIABLE FOR ANY MISREPRESENTATIONS OTHER THAN FRAUDULENT MISREPRESENTATIONS.
    • YOUR USE OF THE WEBSITE AND OUR SERVICES IS WITHOUT ANY WARRANTY OR GUARANTEE AND IS ENTIRELY AT YOUR OWN RISK.
    • WE DO NOT ACCEPT ANY LIABILITY FOR ANY DELAYS, FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, VIRUSES OR OTHER CONTAMINATION OR DESTRUCTIVE PROPERTIES TRANSMITTED TO YOU OR YOUR COMPUTER SYSTEM VIA OUR WEBSITE.
    • WE CANNOT WARRANT THAT USE OF THE WEBSITE WILL BE ERROR FREE OR FIT FOR PURPOSE, TIMELY, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR BUGS OR REPRESENTS THE FULL FUNCTIONALITY, ACCURACY, RELIABILITY OF THE WEBSITE AND WE DO NOT MAKE ANY WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, RELATING TO FITNESS FOR PURPOSE, OR ACCURACY
    • WE SHALL NOT BE HELD LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING THIS AGREEMENT WHERE SUCH FAILURE ARISES AS A RESULT OF ANY ACT OR OMISSION WHICH IS OUTSIDE OUR REASONABLE CONTROL SUCH AS AN ACT OF GOD OR THOSE OF THIRD PARTIES.
    • YOU HEREBY AGREE TO FULLY INDEMNIFY US ON DEMAND AND HOLD US HARMLESS AGAINST ANY LOSSES, DAMAGES, COSTS (INCLUDING ALL REASONABLE LEGAL AND ADMINISTRATIVE COSTS) AND EXPENSES, INCLUDING ALL CONSEQUENTIAL LOSSES SUCH AS LOSS OF PROFIT, LOSS OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR LOSS FROM CLAIMS BY THIRD PARTIES OR ANY CUSTOMERS SUFFERED OR INCURRED BY US AS A RESULT OF (I) YOUR BREACH OF THESE TERMS AND CONDITIONS, (II) THE SUPPLY OR FAILURE TO SUPPLY THE PRODUCTS TO A CUSTOMER, AND/OR (IV) YOUR IMPROPER USE OF THE WEBSITE OR YOUR BREACH OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
  1. General
    • We may subcontract any part or parts of our performance of this Agreement from time to time and we may assign or novate any part or parts of our rights and obligations under this Agreement without your consent or any requirement to notify you.
    • We reserve the right to cancel or suspend this Agreement or your authority to use our services or our Website at any time
      • should we reasonably consider or suspect that you have acted in breach of these Terms and Conditions or the Agreement;
      • should we reasonably consider or suspect that you have damaged or harmed (or intend to damage or harm) our reputation or goodwill;
      • if the Seller is declared bankrupt or insolvent or a petition is granted for its winding up or makes any arrangement with or for the benefit of its creditors; or where we have received negative feedback from a Customer concerning you or the Products sold by you.
    • We may alter or vary the Terms and Conditions at any time. All changes will be posted on the Website and you will be notified 30 days in advance of the changes taking effect.
    • This Agreement constitutes the entire agreement between you and us. No other terms whether expressed or implied shall form part of this Agreement. In the event of any conflict between these Terms and Conditions and any other term or provision, these Terms and Conditions shall prevail.
    • If any term or condition of our Agreement shall be deemed invalid, illegal or unenforceable, the parties hereby agree that such term or condition shall be deemed to be deleted and the remainder of the Agreement shall continue in force without such term or condition.
    • These Terms and Conditions and our Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
    • No delay or failure on our part to enforce our rights or remedies under the Agreement shall constitute a waiver on our part of such rights or remedies unless such waiver is confirmed in writing.
    • It is not intended that the undertakings and obligations of the parties set out in this document shall be for the benefit of and capable of being enforced by any other person by virtue of the Contracts (Rights of Third Parties) Act 1999.

September 2019.