Terms & conditions

The Terms and Conditions set out below govern your use of and access to the Avasam DropShipping Marketplace.

By accepting or signing these Terms and Conditions and using the Avasam DropShipping Marketplace you confirm that you have read them in full and agree to be contractually bound and to abide by them. If you do not agree to these Terms and Conditions, please refrain from using the Avasam DropShipping Marketplace or the Services as defined below.

Avasam reserves the right to change these Terms and Conditions at any time. We will do this by updating the wording within this document and updating the publication date below. We will do our best to notify Users when revisions are undertaken but cannot guarantee that you will always receive such notifications. Therefore, please ensure that you regularly check these Terms and Conditions, so you are fully aware of any changes.

All terms written in “Title Case” (first letters capitalised) are defined terms and have the meaning assigned to them in the Definitions clause.

These Terms and Conditions are a legal agreement between you and us, they are not a ‘how-to’ guide. For guidance and support regarding how to utilise the Services or affect any of the processes or measures described within, you are requested to consult the Avasam Knowledge Base which is located at https://help.avasam.com or contact our customer support team.

Please send any questions about these Terms and Conditions to [email protected]

These Terms and Conditions are copyright (c) Avasam, 2020.

Last updated: 02/09/20.

USER TERMS AND CONDITIONS:

  1. DEFINITIONS
  2. GENERAL
  3. FEES, PAYMENTS, AND INVOICING
  4. RULES OF CONDUCT
  5. DESCRIPTION OF SERVICES
  6. AVASAM WEBSITE(S) AND MARKETPLACE
  7. MESSAGING SYSTEM
  8. USER CONTENT
  9. THIRD PARTY IP
  10. AVAILABILITY OF SERVICES
  11. DISPUTE RESOLUTION
  12. RIGHT OF REFUSAL, SUSPENSION AND TERMINATION POLICY
  13. INTELLECTUAL PROPERTY RIGHTS
  14. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
  15. FEEDBACK & REVIEWS
  16. LIMITATION OF LIABILITY
  17. INDEMNITY
  18. DATA PROTECTION, USER DATA AND COOKIES
  19. SUCCESSORS AND ASSIGNS
  20. NO THIRD-PARTY BENEFICIARIES
  21. GOVERNING LAW
  22. SEVERABILITY
  23. MISCELLANEOUS
  24. TITLES AND HEADINGS
  25. CONTACT DETAILS
  26. PERFORMANCE OBLIGATIONS FOR SELLERS
  27. RETURN, EXCHANGE, AND FAULTY ITEMS
  28. REFUNDS
  29. SUPPLIER VACATIONS AND TIME AWAY
  30. SELLER DISBURSEMENTS
  31. ITEM PRICE CHANGES
  32. SELLER SUBSCRIPTION
  33. SELLING ITEMS ON SALES CHANNELS

USER TERMS AND CONDITIONS

  1. DEFINITIONS
    1. “Applicable Fee(s)” means the fee charged to Suppliers by Avasam for use of and access to the Services and is comprised of the “Avasam Fee” and the “Payment Gateway Fee”, as described in the Supplier Disbursements clause below.
    2. “Avasam” means Avasam Limited, a company registered in England and Wales under company number 11556922, whose registered address is at 9, Oliver Business Park, Oliver Road, London, NW10 7JB, UK, its affiliates and subsidiaries and their respective directors, officers, employees, and agents. Also referred to as “we”, “us “or “our”.
    3. “Avasam DropShipping Marketplace” or “Marketplace” means any portal(s) or platform(s) or Website(s) that Avasam uses to conduct its business and offer its Services including those available through www.avasam.com.
    4. “Avasam Messaging System” means any messaging or ticket system within the Avasam DropShipping Marketplace.
    5. “Below Standard” is a level of User performance that does not meet the Performance Obligations, and as a result of which, Avasam may commence Remedial Action.
    6. “Billing Date” means the date, one month on and recurring monthly thereafter from when a Seller signs up to a Subscription for the Services and is the recurring date (or following UK Business Day) that Avasam will take payment of the Subscription Fee.
    7. “Business Day” means any weekday (Monday to Friday), other than a bank or public holiday in the country of the applicable User.
    8. “Business Hours” means between 09:00 and 18:00 on a Business Day in the country of the applicable User.
    9. “Cancellation Request” is a request submitted via the Avasam DropShipping Marketplace to cancel an Order and is submitted by a Seller to a Supplier.
    10. “Compliance Rate(s)” means the number of times, expressed as a percentage of the total over a rolling 3-month period, that a Supplier or Seller must meet their respective Performance Obligations when using the Avasam DropShipping Marketplace in order to avoid penalties imposed by Avasam.
    11. “Delayed Items” means any Item that is dispatched under a shipping service that is different to what is specified in the Order and causes a delay to the Item Delivery Date.
    12. “Delivery Date” means the date on which an Item is received by the End Consumer having been previously dispatched by the Supplier.
    13. “End Consumer” means the ultimate purchaser of the Item from the Seller and in certain instances may be the Seller.
    14. “Exchange Item(s)” means any Item, excluding underwear and other personal hygiene related items, that is returned to the Supplier alongside a request for an alternative Item, for any reason other than being a Faulty Item, and is in its as-new condition, namely unused, undamaged and in its original packaging. For clarity, this includes Items returned because the End Consumer changed their mind or the Item either did not fit or was not suitable for their needs.
    15. “Faulty Item(s)” means any Item that is not in full working condition or is in a condition or form other than as described in the Item Data (including Items incorrectly dispatched or Item Listings with incorrect Item descriptions or attributes), or that develops a fault upon being reasonably used by the End Consumer, and is proven to be such via submission of suitable photographic evidence or return of the Item to the Supplier for inspection.
    16. “Feedback” means any feedback, reviews or ideas presented or submitted by Users relating to the Services or current, new, or suggested features of our Marketplace.
    17. “Item(s)” means all products, goods or items made available for sale by Suppliers on the Avasam DropShipping Marketplace and not listed in the ‘Prohibited Items’ clause of these Terms and Conditions.
    18. “Item Data” means all written information, attributes and images provided by the Supplier in relation to Items made available for sale on the Avasam DropShipping Marketplace.
    19. “List” or “Listing” or “Listed” means the act of making an Item available to Sellers and available for sale on the Avasam DropShipping Marketplace.
    20. “Lost Items” means any Item that is lost during the process of delivery and is not delivered to the invoiced address of the End Consumer within fifteen (15) Business Days of the Order Date.
    21. “Notice Period” means the number of calendar days’ notice, fifteen (15), that a Supplier must give to Avasam when wishing to cancel or suspend their Subscription”.
    22. “Order(s)” means any sale or purchase of Items, between Suppliers and Sellers using the Avasam DropShipping Marketplace.
    23. “Order Amount(s)” means the total invoice value of a completed Order, inclusive of any applicable taxes and shipping costs.
    24. “Order Cancellation(s)” means any Order cancelled prior to the Item being dispatched by the Supplier.
    25. “Order Date” means the date on which the Order is completed, and payment is made.
    26. “Out of Stock Items” means any Item that is subject to an Order by a Seller but cannot be fulfilled by a Supplier owing to there being insufficient inventory.
    27. “Partial Refunds” means a refund granted by the Supplier to the Seller in relation to an Order for an amount less than the Order Amount.
    28. “Performance Obligations” are the Performance Obligations for Sellers and/or Performance Obligations for Suppliers as applicable.
    29. “Performance Obligations for Sellers” are a set of performance standards that Sellers must comply with when using the Avasam DropShipping Marketplace and are as set out in the Performance Obligations for Sellers clause below.
    30. “Performance Obligations for Suppliers” are a set of performance standards that Suppliers must comply with when using the Avasam DropShipping Marketplace and are as set out in the Performance Obligations for Suppliers clause below.
    31. “Plan of Action” is a written document provided by the User to Avasam in response to a request issued by Avasam for such as a result of the User’s performance being Below Standard. The Plan of Action will set out what actions the User will undertake to bring its performance back in line with the Performance Obligations.
    32. “Prohibited Item(s)” means all Items that are not permitted to be sold on the Avasam DropShipping Marketplace and as described in the Prohibited Items clause below.
    33. “Remedial Action” means the issuance of written non-compliance warnings, changes in Tier Status, a request to submit a Plan of Action, account Suspension or account Termination, each imposed at the sole determination of Avasam.
    34. “Replacement Item(s)” means any Item dispatched or required to be dispatched to an End Consumer by a Supplier in order to remedy a Faulty Item or Lost Item incident.
    35. “Return Item(s)” means any Item, excluding underwear and other personal hygiene related items, that is returned to the Supplier for any reason other than being a Faulty Item, and is in its as-new condition, namely unused, undamaged and in its original packaging with any applicable tags. For clarity, this includes Items returned because the End Consumer changed their mind or the Item either did not fit or was not suitable for their needs.
    36. “Sales Channel” means any online website, third-party marketplace, or portal where buyers and sellers come together to buy, sell, or otherwise trade goods, products, or Items.
    37. “Seller” or “Sellers” mean online retailers or merchants, either as an individual or company, who sell Items sourced using the Avasam DropShipping Marketplace directly to End Consumers.
    38. “Services” means any or all of the services listed in the Description of Services clause below.
    39. “Spam” means messages delivered to multiple recipients without reasonable grounds or invitation, especially where appropriate permission has not been provided under the UK Data Protection Act 2018.
    40. “Subscription” means the act of becoming a User by accepting these Terms and Conditions and using the Services, either as a Supplier or a Seller.
    41. “Subscription Fee” means the monthly fee charged to Sellers, via their designated payment method, for access to the Services and the Avasam DropShipping Marketplace. This is subject to change at Avasam’s sole discretion and is as set out on the webpage www.avasam.com/pricing/
    42. “Subscription Level” means the level of access to the Services and the Avasam DropShipping Marketplace granted to Sellers as determined by the monthly Subscription Fee paid by the Seller and as explained on www.avasam.com/pricing/. The Subscription Levels, ranked from lowest to highest, are:
      a)“Free Trial Account”
      b)“Starter”
      c)“Advanced”
      d)“Business”
      e)“Guru”
    43. “Subscription Period” means a rolling one (1) month period of time for which a Seller’s Subscription is effective and commences on the date a Seller first makes a Subscription.
    44. “Supplier” or “Suppliers” mean suppliers of Items, wholesalers, manufacturers, brand owners or other inventory owners who use the Avasam DropShipping Marketplace or Avasam more broadly to make their Items available for sale by Sellers.
    45. “Supplier Disbursement Period” means a rolling fifteen (15) calendar day period on or around the first (1st) and sixteenth (16th) of each month or the following UK Business Day. Disbursements made on the first (1st) of each month shall relate to all completed and dispatched Orders for which funds have not previously been dispersed up to and including the twenty-sixth (26th) day of the prior month. Disbursements made on the sixteenth (16th) of each month shall relate to all completed and dispatched Orders for which funds have not previously been dispersed up to and including the tenth (10th) day of the current month.
    46. “Support Services” means the provision of technical or other support services provided by Avasam to its Users.
    47. “Suspension” means the temporary blocking of a User’s account by Avasam.
    48. “Termination” means the permanent blocking and/or deletion of a User’s account by Avasam.
    49. “Terms and Conditions” means the terms and conditions set out in this document.
    50. “Third-Party IP” means any photographs, illustrations, text content or other images and/or software, widgets, or other applications developed, owned, or licensed by our Users or third-party providers that we may contract with from time to time and available to access via the Avasam DropShipping Marketplace.
    51. “Tier Status” means the level assigned by Avasam at its sole discretion to a given Supplier or Seller using the Avasam DropShipping Marketplace and based on their ability to meet or exceed the Performance Obligations.

      a) “Supplier Tier Status Levels”, ranked lowest to highest are:

      i. “Bronze Supplier(s)”
      ii.“Silver Supplier(s)”
      iii.“Gold Supplier(s)”
      iv.“Platinum Supplier(s)”

      b)“Seller Tier Status Levels”, are ranked lowest to highest are:

      i.“General Seller(s)”
      ii.“Bronze Seller(s)”
      iii.“Silver Seller(s)”
      iv.“Gold Seller(s)”
      v.“Platinum Seller(s)”
    52. “UK Business Day” means any weekday (Monday to Friday), other than a bank or public holiday in the UK.
    53. “UK Business Hours” means between 09:00 and 18:00 London time on a UK Business Day.
    54. “User(s)” means any individual(s) or entity(s), including Suppliers or Sellers, who accept these Terms and Conditions, has access to the Avasam DropShipping Marketplace or uses the Services. Also referred to as “you” or “your”.
    55. “User Content” means any content provided to us by you to be presented and published as part of the Services including but not limited to photographs and graphics, audio, video, written content and prose, Item descriptions, Item attributes, and logos or graphical elements.
    56. “User Data” means all personal information in relation to a User and held by us in accordance with our data Privacy Policy.
    57. “User Default” means failure by the User to perform any relevant obligation under the provisions of these Terms and Conditions.
    58. “Website” or “Websites” means our corporate website, www.avasam.com or any other website, application or web-based portal owned and used by Avasam in connection with the provision of Services or the day to day business of Avasam.
  2. GENERAL
    1. Your acceptance, in whatever form, of these Terms and Conditions and your use of the Services, including the Avasam DropShipping Marketplace, signifies that you have read, understood, acknowledged, accepted, and agreed to be bound by these Terms and Conditions. Further, these Terms and Conditions apply to all visitors, Users and others who access or use the Services.
    2. If you disagree with any part of the Terms and Conditions or the Subscription then you must notify us immediately in writing, and not access the Avasam DropShipping Marketplace, nor use the Services provided by Avasam. If there is an inconsistency between any of the provisions of these Terms and Conditions and any provisions made during the process of completing the Subscription, the provisions of these Terms and Conditions shall prevail.
    3. Outside of these Terms and Conditions, you will also be bound by separate terms and conditions for Sales Channels, shipping/logistics providers, inventory management systems or other external platforms that you utilise as part of your use of the Avasam DropShipping Marketplace and the Services.
      a) Such terms and conditions are not linked to these Terms and Conditions, and Avasam is not liable for your compliance with them.
      b) If your conduct prevents you from selling on your preferred Sales Channel, this will not affect your obligations to, or contractual obligations with Avasam.
    4. The Services are available only to Users who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that:
      a)You are at least eighteen (18) years of age;
      b)You are recognised as being able to form legally binding contracts under applicable law;
      c)You are using the Services as principal and not as agent of any other person or entity, unless otherwise disclosed to and agreed with us;
      d)There is not pending, to your knowledge, or threatened against you, any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against you of your obligations when using the Services, or your ability to perform your obligations when using the Services;
      e)Such use of the Services does not violate or conflict with any law applicable to you, or, where relevant, any provision of your constitutional documents, any order or judgment of any court or other agency of government or any of your assets or any contractual restriction binding on or affecting you or any of your assets;
      f)You will comply in all material respects with all applicable laws and orders to which you may be subject if failure to so comply would materially impair your ability to perform your obligations when using the Services; and
      g)You are not a person barred from purchasing or receiving the Services.
    5. If you are entering into these Terms and Conditions on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the Terms and Conditions contained in these Terms and Conditions, in which case the terms ‘you’, ‘your’, ‘User’ or ‘Users’ shall refer to such corporate entity. If, after your electronic or written acceptance of these Terms and Conditions, Avasam finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in these Terms and Conditions, including, but not limited to, the payment obligations.
    6. 2.6 Avasam shall not be liable for any loss or damage resulting from Avasam’s reliance on any instruction, notice, document, or communication reasonably believed by Avasam to be genuine and originating from an authorised representative of you or your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, Avasam reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the provisions of these Terms and Conditions for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorised by you.
    7. Avasam makes no offer or guarantee of exclusivity to you, or any other User of the Services and Marketplace it provides. Avasam reserves the right to provide access to the Services and Marketplace to any business or individual of its choosing, irrespective of them being a competitor of an existing User.
    8. You are responsible for maintaining the security of your account. You are also solely responsible for the activity that occurs on your account, whether authorised by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorised use of or access to your account. If you are concerned that your password has been compromised, you should change it immediately, or arrange for someone to do so on your behalf and contact our customer support team to discuss the status of your account and any further actions that can or should be undertaken to protect it.
    9. Avasam reserves the right to contact you in relation to the Services or for marketing purposes related to them via telephone, email, or other contact details you have provided when registering your Subscription, unless you specifically advise us not to and request your details to be removed in line with the UK’s GDPR requirements. Upon receiving such request, we will immediately remove your details from our customer database, and you will no longer be contacted by us.
    10. During registration of your Subscription, we may request additional and independent documentation to verify your identity, that of the entity you represent and your authority to act on behalf of the entity pursuant to this ‘General’ clause. This may include your passport or evidence of company registration and other identifying information.
    11. In the event of a dispute over ownership of your Avasam account, Avasam reserves the right to determine, in our sole judgement, rightful account ownership, and to transfer the account to the rightful account holder. In the event that Avasam is unable to determine ownership, we reserve the right to suspend the account and halt disbursement of any funds until account ownership has been determined.
  3. FEES, PAYMENTS, AND INVOICING
    1. We accept all major credit and debit cards for the payment of our Services.
    2. We expressly reserve the right to change or modify the prices or fees we charge Users to access the Avasam DropShipping Marketplace and the Services at any time. Any such changes or modifications shall be posted on our Website and updated within these Terms and Conditions and shall become effective immediately without need for further notice to you.
    3. All payments to Suppliers from Sellers are instructed by Avasam and processed using proprietary technology from our payment gateway partner, Adyen (www.adyen.com). We do not store any credit card or account information anywhere on our systems. Adyen is the payment processor and will manage recurring payment requests as appropriate.
    4. While Adyen is the payment processor, Avasam accepts responsibility for all payments made on and via our Marketplace. This responsibility includes refunds, chargebacks, cancellations, and dispute resolution.
      a)Should a payment dispute be raised by a User, we will offer the first line of support, and will refund the payment should the complaint be found, at our judgement, to have merit.
      b)In the event that a chargeback, be submitted by an Avasam User, we will respond to the credit or debit card networks on behalf of the User(s) involved in the transaction. The User(s) involved agrees to provide any requested information to us, and we reserve the right to recoup any outlays associated with the processing of chargebacks.
      c)If you experience any issues with your Subscription, we can be contacted via email ([email protected]) or by telephone during office hours on +44 (0) 330 113 7788.
    5. In accordance with the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Avasam is obliged to monitor the content of the transactions we process for our Users, and the Users involved. We reserve the right to refuse or withdraw access to the Avasam DropShipping Marketplace or block payments as appropriate.
    6. Direct Debits are generally not accepted on Avasam but in the rare exception where we do choose to accept such, payments will be regulated by an appropriate Direct Debit agreement. The Direct Debit Guarantee covers refunds by the bank or building society in case of error. It does not commit Avasam to offer a refund or other compensation where error is claimed. Where any Direct Debit payments are refused, Avasam will charge you a penalty of £20 + VAT per refused payment.
    7. Any monies held by Avasam on behalf of Users shall be held in a separate bank account to that of our primary operating account(s) or held with our external payment gateway provider for as long as reasonably possible prior to disbursement by us and shall be held in the currency in which they were received.
    8. Avasam shall be entitled to charge interest on any overdue invoices from the date when payment becomes due until the date of payment at a rate of 2% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until payment of the overdue amount is received by us, whether before or after judgment. The User shall pay the interest together with the overdue amount.
    9. Avasam will generate and provide invoices in respect of Orders and will make them available to the relevant Users. The invoices are provided as part of the Services, but we do not represent or warrant their complete accuracy at all times and accept no liability for any errors, omissions, or inaccuracies, including in relation to the calculation of any applicable taxes or shipping charges. You acknowledge that you are solely responsible for validating the accuracy of the invoices provided by Avasam and must report any known errors to Avasam so that we may investigate and take further action as appropriate.
    10. Users shall pay all amounts owing to Avasam in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
    11. Avasam shall be entitled to suspend or terminate the Services if you do not make payment according to the terms set out in any outstanding invoice. If Avasam provides you with more than one service, we shall be entitled to suspend or terminate all Services until your payment is complete and all outstanding balances are cleared.
  4. RULES OF CONDUCT
    1. To enable Avasam to perform its obligations under these Terms and Conditions the User shall:
      a)Co-operate to the fullest extent possible with Avasam;
      b)Provide Avasam with any information reasonably required by Avasam to provide the Services;
      c)Obtain all necessary permissions, licences and consents which may be required before the commencement of the Services; and
      d)Maintain accurate, complete, and up to date information related to you and your Avasam account, including your registered payment method.
    2. If Avasam’s performance of any of its obligations under these Terms and Conditions are prevented or delayed by any act or omission by the User or User Default:
      a)Avasam shall without limiting its other rights or remedies have the right to suspend performance of the Services until the User remedies the User Default, and to rely on the User Default to relieve it from the performance of any of its obligations under these Terms and Conditions to the extent the User Default prevents or delays Avasam performance of any of its obligations;
      b)Avasam shall have no liability whatsoever in respect of such and shall not be held liable for any costs or losses sustained or incurred by the User arising directly or indirectly from Avasam’s failure or delay to perform any of its obligations; and
      c)The User shall indemnify Avasam on written demand for any costs or losses sustained or incurred by Avasam, directly or indirectly.
    3. Without prejudice to any other rights to which Avasam may be entitled, in the event that the User purports to terminate or cancel the agreed Services other than in accordance with these Terms and Conditions, the User shall be required to pay damages to Avasam equating to the full amount of any unpaid fees and any other losses or costs incurred by Avasam directly or indirectly as a result of such purported termination or cancellation, as set out in any commercial agreement signed between you and us or these Terms and Conditions.
    4. You acknowledge and agree that:
      a)Your use of the Services, including any User Content, will comply with these Terms and Conditions and all applicable local, and international laws, rules, and regulations.
      b)When supplying information to us through our Website(s) or Marketplace, or in relation to our Website(s) or Marketplace, you must ensure it is accurate, free of error, true not misleading and current.
      c)You are responsible for ensuring that all persons who access our Website(s) or Marketplace through your internet connection, or on your behalf, are aware of and comply with these Terms and Conditions.
      d)We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity as a direct or indirect result of providing the Services to you.
      e)You will back-up all of your User Content so that you can access and use it when needed. Avasam does not warrant that it backs up User Content, and you agree to accept as a risk the loss of any and all of your User Content.
      f)You are aware that Avasam may from time-to-time call you about your Subscription, and you hereby consent to allow Avasam, in its sole discretion, to record the entirety of such calls regardless of whether Avasam asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Avasam is a party.
      g)Avasam reserves the right to modify, change, or discontinue any aspect of the Services at any time, for any reason and at our sole discretion. Upon any such action, we will update these Terms and Conditions accordingly.
    5. Users must not:

      a)Conduct automated or systematic data collection activities upon our Website(s) or Marketplace (scraping, data mining, data extraction or data harvesting) without our explicit permission
      b)Collect or harvest (or permit anyone else to collect or harvest) any User Content or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
      c)Use our Website(s) or Marketplace, or an action available on our Website(s) or Marketplace in a way that is:

      i. Illegal, fraudulent, harmful, or unlawful, or in connection with illegal, fraudulent, harmful, or unlawful activity;
      ii.Promotes encourages or engages in child or any other illegal pornography or the exploitation of children or adults;
      iii.Promotes encourages or engages in terrorism, violence against people, animals, or property;
      iv.Promotes encourages or engages in any Spam or other unsolicited bulk emails, or computer or network hacking or cracking.
      v.Infringes on the intellectual property rights of another User or any other person or entity;
      vi.Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
      vii.Interferes with the operation of the Services;
      viii.Contains or installs any viruses, worms, bugs, trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging, or limiting the functionality of any software or hardware; or
      ix.Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Avasam or Avasam’s Services.

      d)Undertake transactions related to the buying and selling of Items outside of the Avasam DropShipping Marketplace.
      e)Seek to influence or encourage any other User to cease using the Services;
      f)Modify or alter any part of the Services or any of its related technologies.
      g)Access Avasam content or User Content through any technology or means other than through the Services provided, or as Avasam may designate.
      h)Except where you own/control the appropriate rights or with our explicit written permission:

      i.Display, redistribute or republish any material from our Website(s) or Marketplace in public or in private, including our logo, slogan, mission statement and other copyright materials without our explicit written permission;
      ii.Sub-license, sell, or rent material from our Website(s) or Marketplace;
      iii.Exploit or profit from material from our Website(s) or Marketplace for a commercial purpose other than in connection to the Services being offered;

      i)Use data collected from our Website(s) or Marketplace for the purposes of contacting individuals, companies, or other persons, other than in connection with the Services being offered and in compliance with these Terms and Conditions.
      j)Use our Website(s) or Marketplace, or an action available on our Website(s) or Marketplace in a way that would damage, or otherwise impair the functioning of the Website(s) or Marketplace and provision of the Services.
      k)Use our Website(s) or Marketplace to host, store, copy, send, transmit, use, publish or distribute material which is linked to, or of use to any software that could be described as a computer virus, trojan, keylogger, spyware, rootkit or other malicious software product.
      l)Access, or otherwise use our Website(s) or Marketplace through a spider, robot, or other automated means without explicit permission.
      m)Modify the paper or digital copies of any materials you have printed or downloaded from our Website(s) or Marketplace in any way, or use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
      n)Use data originating on our Website(s) or Marketplace for direct marketing activities (including telemarketing, SMS marketing, email marketing and direct mailing, without limitations).
      o)Edit or change content from our Website(s) or Marketplace except where explicitly permitted.
      p)Re-sell or provide the Services for a commercial purpose, including any of Avasam’s related technologies, without Avasam’s express prior written consent.
      q)Purchase or otherwise acquire search engine or other pay-per-click (such as Google Adwords) keywords, or domain names reference or use Avasam, its trademarks or variations and misspellings thereof.
      r)Circumvent, disable or otherwise interfere with the security-related features of the Services (including without limitation those features that prevent or restrict use or copying of any Avasam content or User Content) or enforce limitations on the use of the Services, any Avasam content or the User Content therein.

    6. We do not tolerate the transmission of email Spam or any other kind of communications related Spam. We monitor all traffic to and from our servers for indications of spamming and maintain a Spam abuse complaint centre to register allegations of Spam abuse. Users suspected to be using our Services for the purpose of sending Spam will be fully investigated. If we determine there is a problem with Spam, we will take the appropriate action to resolve the situation, including suspending or terminating your access to the Services.
  5. DESCRIPTION OF SERVICES
    1. The scope of Services provided by Avasam to its Users and covered by these Terms and Conditions comprise all Services reasonably related to the provision of the Avasam DropShipping Marketplace.

      a)The Services include but are not limited to:

      i.Unique User account access to the Avasam DropShipping Marketplace and Website(s);
      ii.Direct system integration, as applicable, between the User’s system(s) and the Avasam DropShipping Marketplace;
      iii.Supplier access to Sellers;
      iv.Supplier access to the Avasam DropShipping Marketplace Item catalogue into which Suppliers can upload their Item inventory;
      v.Seller access to Suppliers and their Item inventories;
      vi.Facilitating Orders between Suppliers, Sellers, and the Sales Channels they utilise;
      vii.Access to payment services and invoicing for Suppliers and Sellers;
      viii.Provision of shipping label integrations and printing for Suppliers;
      ix.Provision of Sales Channel/website integrations for Sellers with the Avasam DropShipping Marketplace and potential tools to assist in the Item Listing process;
      x.Automated Order processing and inventory synchronisation;
      xi.Automated data report generation;
      xii.Support Services as defined below; and
      xiii.Any other features, tools or services that may become available on the Avasam DropShipping Marketplace at the sole determination of Avasam.

      b)Support Services are defined as all services provided by Avasam to its Users in order to support the Users when using the Services. Support Services include but are not limited to:

      i.Telephone support;
      ii.Email support;
      iii.Web-based support, including via live-messenger chat and internal ticket systems;
      iv.Social media channels; and
      v.Support delivered by any other appropriate communications medium.

      c)Support Services are provided as appropriate and as determined by Avasam, they may or may not vary depending on the Tier Status of the User;
      d)Support Services are generally available within UK Business Hours. Where possible and at our sole discretion Support Services may be extended to cover additional time zones and international jurisdictions.
      e)The Services do not include:

      i.Avasam taking any legal ownership, responsibility, or liability for any of the Items purchased, sold, or exchanged on our Marketplace. You specifically agree and acknowledge that Avasam provides you with access to our Marketplace in which Suppliers offer Items to Sellers and make them available for sale, while Sellers source Items from Suppliers and sell them on various third-party Sales Channels to End Consumers. Avasam is not directly involved in, or a party to, any transactions between Suppliers and Sellers in relation to the Items or otherwise and accepts no liability or responsibility arising from them;
      ii.Avasam providing any tax, legal or accounting related services or advice to any User; or
      iii.Avasam imposing any price controls on Sellers in relation to the Items they sell.
  6. AVASAM WEBSITE(S) AND MARKETPLACE
    1. Except where otherwise specified in writing by us:
      a) Avasam owns and controls the copyright and intellectual property rights in relation to the Avasam DropShipping Marketplace and the material contained within, and;
      b) The copyright and the intellectual property rights are reserved for all the material on the Avasam DropShipping Marketplace.
    2. While using the Services, you may:
      a)Use a suitable web browser to view the pages of our Website(s) or Marketplace;
      b)Download pages from our Website(s) or Marketplace for the purpose of caching in a web browser;
      c)Print content from the pages of our Website(s) or Marketplace;
      d)Stream video and audio content provided through our Website(s) or Marketplace.
    3. The Avasam DropShipping Marketplace and its content is only for use by yourself for your personal and business purposes in connection with your use of the Services. No other use is permitted.
    4. We reserve the right to restrict access to all or part of our Website(s) or Marketplace at our discretion. You may not bypass or circumvent these restrictions to gain access to those areas.
    5. Whilst Avasam will use all reasonable efforts to ensure, we cannot warrant or represent:
      e)The completeness or accuracy of the information published on our Website(s) or Marketplace;
      f)That the material on the Website(s) or Marketplace is up to date; or
      g)That our Website(s) or Marketplace or any service on them will remain available.
    6. We do not guarantee that our Website(s) or Marketplace will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and third-party platforms in order to access our Website(s) or Marketplace. You should use your own virus protection software and ensure it remains active and up to date.
    7. We retain the right to change or amend our Website(s) or Marketplace or any aspects thereof including User Content, Items, Item Data or Third Party-IP at any time without notification and at our sole discretion.
    8. Avasam retains the right to remove or amend any Items from our Website(s) or Marketplace at any time without notification and at our sole discretion.
  7. MESSAGING SYSTEM
    1. All Users are required to communicate to other Users via the Avasam Messaging System only.
    2. Messages related to the Services or the Marketplace are not permitted using external messaging systems or email.
    3. Should another User attempt to contact you outside of the Avasam Messaging System, you are required to notify us immediately.
  8. USER CONTENT
    1. By posting or publishing User Content on any of our Websites or Marketplace, you represent and warrant to Avasam that:
      a)The User Content does not violate the rights of any third-party;
      b)You grant Avasam an unrestricted worldwide, irrevocable, non-exclusive, royalty free, sub-licensable (through multiple tiers) and transferable license to use, update, reproduce, publish, store, distribute, adapt, display, prepare derivative works of and combine with other works your User Content in regard to the Services we provide you, including without limitation, for promoting and redistributing all or part in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third-party. Specifically, we may also use this content on our Website(s) or Marketplace, or as part of our general promotional content.
      c)Once uploaded to the Avasam DropShipping Marketplace, User Content cannot be amended or changed unless validated and approved by Avasam or unless we specifically waive this right. This clause exists in order preserve the integrity of our data catalogue and to prevent automated software programmes from making incorrect changes to User Content en masse.
      d)You also hereby grant each User of these Services a non-exclusive license to access your User Content (with the exception of User Content that you designate private or password protected) through the Services, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of the Services and under these Terms and Conditions.
      e)You shall be solely responsible for any and all of your User Content or User Content that you publish, post, display, link to, or otherwise make available as part of your use of the Services or the Avasam DropShipping Marketplace, and the consequences of, and requirements for, distributing it.
    2. Avasam reserves the right (but undertakes no duty) to decide whether any User Content is appropriate and/or complies with these Terms and Conditions. Avasam may remove any User Content posted to a website or platform hosted by Avasam and/or terminate a User’s access to the Services for posting or publishing any material in violation of these Terms and Conditions, or for otherwise violating these Terms and Conditions (as determined by Avasam in its sole and absolute discretion), at any time and without prior notice.
    3. You understand and agree that Avasam may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Avasam shall not use any User Content that has been designated private or password protected by you for the purpose of promoting Avasam.
    4. If you are accessing the Services from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your account information and User Content) across international boundaries. By agreeing to these Terms and Conditions and communicating electronically with us, you consent to such transfers.
  9. THIRD PARTY IP
    1. As part of the Services, you may be permitted to use certain Third-Party IP.
    2. In using any Third-Party IP you acknowledge and agree that:
      a)The Third-Party IP has not been sold or distributed to you;
      b)You will not on-sell or further distribute the Third-Party IP;
      c)You may use the Third-Party IP only as part of the Services;
      d)You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained within Third-Party IP;
      e)Avasam is not in any way responsible or liable for the accuracy, content or claims contained within the Third-Party IP and is only acting as a passive conduit in facilitating your access to and use of such Third-Party IP.
    3. If the Third-Party IP is accompanied by or requires consent to a license agreement from the third-party provider, your use of the Third-Party IP is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the provisions of these Terms and Conditions.
    4. We may provide your personal or corporate information to third-party providers as required to provide the Third-Party IP.
    5. We reserve the right, at our sole discretion, to modify, change, or discontinue use of the Third-Party IP at any time, and you agree to cooperate in performing any steps necessary to implement such.
  10. AVAILABILITY OF SERVICES
    1. Subject to these Terms and Conditions and to the extent reasonably practicable and applicable, we shall endeavour to provide the Services at all times.
    2. However, we do not guarantee that our Website(s) or Marketplace, or any content on them, will always be available or be uninterrupted and we may suspend, withdraw, discontinue or change all or any part of our Website(s) or Marketplace without notice.
    3. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment or server malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
    4. You acknowledge and agree that we do not have complete control over the availability of our Website(s), Marketplace or the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other User with regard to the availability or unavailability of the Services.
    5. Avasam will take reasonable efforts to communicate the cause for any interruptions in delivering the Services and attempt to resolve them as quickly as possible.
  11. DISPUTE RESOLUTION
    1. In the case of a dispute, the relevant Users should seek resolution amicably between themselves via the Avasam Messaging System or other tools and features provided within the Avasam DropShipping Marketplace.
    2. Where this is not possible, either User may escalate the dispute to Avasam for arbitration using the dispute escalation feature within the Avasam DropShipping Marketplace or by contacting the Avasam customer service team.
    3. Upon receiving any such escalation request, Avasam will investigate the dispute and, at its sole determination, issue a ruling that shall be binding on the relevant Users.
    4. Each User will be permitted one appeal to any ruling, but only if the User has material information that was not previously considered by Avasam or wishes to correct a material fact or omission. Avasam will review the appeal and at its sole determination, issue a final ruling that shall be binding on the relevant Users.
  12. RIGHT OF REFUSAL, SUSPENSION AND TERMINATION POLICY
    1. Avasam reserves the right to refuse to open an account and grant access to the Services to anyone, for any reason and at any time in its sole discretion. If we do so, then where applicable and subject to these Terms and Conditions, a full refund for the current Subscription Period will be given.
    2. Avasam expressly reserves the right to deny, cancel, terminate, suspend, freeze, or modify access to (or control of) any account or Services for any reason (as determined by Avasam in its sole and absolute discretion), including but not limited to non-payment, violation of legal statutes, using our services to produce and distribute Spam, publishing any material in violation of these Terms and Conditions or operating your account in a manner which is not consistent with the terms set out in these Terms and Conditions.
    3. Avasam expressly reserves the right to deny, cancel, terminate, suspend, freeze or modify access to (or control of) any account or Services where they are found to be selling or facilitating the sale of any Prohibited Item, or we suspect them to be in contradiction of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
    4. All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, provisions relating to ownership, warranty disclaimers, intellectual property, indemnity, and limitations of liability.
    5. Should you, verbally or in writing, directly or indirectly such as via social media, abuse or threaten any employee, officer or representative of Avasam, then your account will be immediately terminated, and any further account you may attempt to open will also be terminated, without refund.
    6. Following an account Suspension as a result of underperformance in relation to a User’s Performance Obligations, we may ask you to submit a remedial Plan of Action. In such Plan of Action, you will be required to set out how you plan to improve your performance to bring it in line with your Performance Obligations and ensure, to the extent reasonably possible, that such instances do not occur in the future. Failure to provide such Plan of Action or failure to provide suitable detail and explanation may, at Avasam’s sole discretion, lead to continued account Suspension or Termination.
    7. If Avasam withdraws, suspends, or terminates its Services because you fail to comply with these Terms and Conditions or for any other reason Avasam deems appropriate at its sole discretion, Avasam will not be liable for any costs or obligations you may incur as a result or have to any third parties.
    8. If Avasam terminates your access to the Services, Avasam may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
  13. INTELLECTUAL PROPERTY RIGHTS
    1. We are the owner or the licensee of all intellectual property rights in our Website(s) and Marketplace, and of the material published on them. Those works are protected by copyright laws and treaties around the world. All such rights are reserved by Avasam.
    2. All aspects of design, branding, text content, User interface, User experience and functionality of the Avasam DropShipping Marketplace as well as any underlying technology and code associated with such, is the sole property of Avasam and cannot be copied, redistributed or sold without the express written permission of Avasam.
    3. All intellectual property rights in or arising out of or in connection with the Services shall be owned by Avasam.
    4. Other than in relation to Third-Party IP, you acknowledge that in respect of any third-party intellectual property rights, your use of any such intellectual property rights is conditional on Avasam obtaining a written licence from the relevant licensor as necessary and on such terms that will entitle Avasam to license such rights to you.
  14. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
    1. You specifically acknowledge and agree that your use of the Services shall be at your own risk. These Services are provided on an ‘as is’ basis, ‘as available’ and ‘with all faults’. We disclaim all implied warranties of title, merchantability, fitness for a particular purpose or non-infringement, as do our third-party service providers.
    2. You specifically acknowledge and agree that no oral or written information or advice provided by Avasam and/or its third-party service providers will be disclosed where it may be commercially sensitive without prior written permission.
    3. We will not be liable to you in respect of any business losses arising out of your use of the Services, including (without limitation) loss of or damage to profits, income, revenue, production, your general business, contracts, commercial opportunities or goodwill.
    4. We will not be liable to you in respect of any special, indirect, or consequential loss or damage.
    5. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
    6. We will not be liable to you in respect of any loss or corruption of any data, database, or software.
    7. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the Website(s) or Marketplace or these Terms and Conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees, subject to applicable restrictions set out in these Terms and Conditions).
  15. FEEDBACK & REVIEWS
    1. Feedback might be directly with the User, within the Marketplace or via external and public channels, including social media and review websites outside of Avasam’s control.
    2. Under no circumstances, however, will such Feedback be construed as obligating Avasam to action, confidentiality, or expectation of compensation.
    3. When you submit Feedback to Avasam, whether directly, or via a third-party service or platform, you waive any and all rights over the content of that Feedback, and Avasam is free to implement or use that Feedback, whether wholly or after its own modification, without requiring a license from you, or from the third-party whose platform you used for that Feedback.
    4. Moreover, where the Feedback you provide is in public forums such as social media or a review site, then such reviews or other written/spoken content must be true, accurate and complete. Where this is not the case, Avasam reserves the right, without obligation, to remove or request removal (or editing) of any Feedback that is not accurate or is injurious, false, or slanderous.
    5. Regarding any Feedback you submit, either privately, in a public forum, online or via other means, you must not use a false e-mail address or false identification credentials and must not manipulate or create false Feedback.
  16. LIMITATION OF LIABILITY
    1. In no event shall Avasam and its third-party providers be liable to you or any other person or third-party entity in respect of any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, regardless of cause.
    2. Avasam shall not be held liable to any Seller(s) for the underperformance of one or more Suppliers and specifically in relation to the Performance Obligations for Suppliers, including any Supplier’s failure to deliver Items or any Item defects, or inconsistencies between the Items specified in the Order and those delivered by the Supplier to the End Consumer.
    3. Avasam shall not be held liable to any Supplier(s) for the underperformance of one or more Sellers and specifically in relation to the Performance Obligations for Sellers.
    4. Without prejudice to the foregoing provisions, Avasam shall not be held liable for any costs, expenses, losses, liabilities or damages of any kind or nature (including, without limitation, legal fees) incurred by any Users due to the actions or inactions of other Users, whether foreseeable or otherwise. This include any claims that may be made by Sellers in relation to actions or inaction taken by Suppliers and vice-versa.
    5. Specifically, we will not be liable to any User for any direct or indirect loss or damage, whether in contract, tort (including negligence), breach of statutory duty, contract or otherwise, even if foreseeable, arising under or in connection with:
      a)Use of, or inability to use, the Services or the Avasam DropShipping Marketplace;
      b)Use of or reliance on any content displayed on our Website(s) or Marketplace;
      c)Use of or reliance on User Content, Item Data or Third Party-IP;
      d)Loss of profits, sales, business, or revenue;
      e)Business interruption;
      f)Loss of money or anticipated savings;
      g)Loss of information;
      h)Loss of business opportunity, goodwill, or reputation;
      i)Loss of, damage to or corruption of data;
      j)Any indirect or consequential loss or damage;
      k)Orders; or
      l)For any Items whatsoever regardless of whether or not those Items conform to these Terms and Conditions.
    6. Avasam shall not be held liable to any User as a result of the User not complying with applicable local or international laws that may apply in the jurisdictions in which they are either based or selling Items within.
    7. Avasam shall not be held liable to any User as a result of the User not complying with applicable local or international tax or VAT requirements that may apply in the jurisdictions in which they are either based, selling or dispatching Items within.
  17. INDEMNITY
    1. You agree to protect, defend, indemnify and hold harmless Avasam and our third-party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, legal fees) imposed upon or incurred by Avasam directly or indirectly arising from:
      a)Your use of the Services;
      b)Your violation of any provision of these Terms and Conditions; and/or
      c)Your violation of any third-party right, including without limitation any intellectual property or other proprietary right.
    2. You acknowledge and agree that you will protect, defend, indemnify and hold harmless us from and against any and all claims imposed upon or incurred by us directly or indirectly arising from your use or misuse of any third-party images and/or software. You acknowledge and agree that the providers of the third-party images and/or software are third-party beneficiaries to these Terms and Conditions for purposes of enforcing only their rights under these Terms and Conditions.
    3. This clause shall survive any termination or expiration of these Terms and Conditions or your use of the development services.
  18. DATA PROTECTION, USER DATA AND COOKIES
    1. The User(s) and Avasam undertake to comply with the provisions of the Data Protection Act 2018, The General Data Protection Register, and any data protection legislation applicable in any jurisdiction in so far as the same relates to the provisions and obligations of these Terms and Conditions.
    2. It is your sole responsibility to ensure that the Services are not used in any way that infringes data protection legislation. For the avoidance of doubt, Avasam accepts no responsibility or liability whatsoever for any such infringement or alleged infringement.
    3. Any personal information you provide to us as part of your Subscription or access to the Services will be treated in accordance with our Privacy Policy, available at www.avasam.com.
    4. Our Website(s) and Marketplace store cookies on the computer of the User. These cookies are used to collect information about how you interact with our Website(s) or Marketplace and allow us to remember you. We use this information in order to improve and customize your browsing experience and for analytical purposes. To find out more about the cookies we use, please refer to our separate Privacy Policy and Cookie Policy. By accepting these Terms and Conditions you are consenting to accept the use of cookies on our Website(s) and Marketplace.
  19. SUCCESSORS AND ASSIGNS
    1. These Terms and Conditions shall be binding upon and inure to the benefit of the Users hereto and their respective heirs, successors, and assigns.
  20. NO THIRD-PARTY BENEFICIARIES
    1. Any person or entity who is not a party to these Terms and Conditions shall not have any rights to enforce its terms.
  21. GOVERNING LAW
    1. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of these Terms and Conditions shall submit to the exclusive jurisdiction of the courts of England and Wales.
    2. Avasam makes no representation or warranty that the Services are appropriate in every country or jurisdiction and use of the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to use the Services are responsible for compliance with all local laws, rules, and regulations.
  22. SEVERABILITY
    1. Each covenant and provision in these Terms and Conditions shall be construed for all purposes to be a separate and independent covenant or provision. If a court of competent jurisdiction holds any provision (or portion of a provision) of these Terms and Conditions to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of these Terms and Conditions shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
  23. MISCELLANEOUS
    1. Waiver. A failure or delay by a User or Avasam in exercising any right, power or privilege in respect of these Terms and Conditions will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
    2. Non-reliance. You hereby acknowledge that in agreeing to these Terms and Conditions you have not relied on any oral or written representation, warranty or other assurance (except as provided in or referred to in these Terms and Conditions) and you waive all rights and remedies which might otherwise be available to you in respect thereof.
    3. Remedies Cumulative. Except as provided in these Terms and Conditions, the rights, powers, remedies, and privileges provided in these Terms and Conditions are cumulative and not exclusive of any rights, powers, remedies, and privileges provided by law.
  24. TITLES AND HEADINGS
    1. The titles and headings of these Terms and Conditions are for convenience and ease of reference only and shall not be utilised in any way to construe or interpret the agreement of the Users as otherwise set forth herein.
  25. CONTACT DETAILS
    1. Our address is:
      Avasam Ltd
      9 Oliver Business Park
      London
      NW10 7JB
      UK
    2. Our customer service email address and telephone number are:
      Email: [email protected]
      Telephone: +44 (0) 330 113 7788
  26. PERFORMANCE OBLIGATIONS FOR SELLERS
    1. Sellers are required to maintain or exceed a minimum level of service to Suppliers in order to ensure smooth relations and help to facilitate effective partnerships. The relevant Performance Obligations for Sellers are outlined below.
    2. Adherence to the Performance Obligations for Sellers will be assessed in accordance with these Terms and Conditions and the Compliance Rates.
    3. Compliance Rates:
      a)Compliance Rates will apply to all Sellers processing more than one hundred (100) Orders on a rolling ninety (90) day basis.
      b)Unless stated otherwise, the applicable Compliance Rates for Platinum and Gold Sellers are 98% or above of total Orders.
      c)Unless stated otherwise, the applicable Compliance Rates for Silver, Bronze and General Sellers are 96% or above of total Orders.
      d)Compliance Rates below 96% are Below Standard and may lead to Avasam taking Remedial Action.
      e)Compliance Rates are applicable to all Performance Obligations, unless stated as being mandatory or specifically stated otherwise. Performance Obligations stated as being mandatory must be adhered to at all times. Failure to do so may lead to Avasam taking Remedial Action.
    4. Customer service:
      a) Response times: Sellers must respond to customer service queries raised by Suppliers within twenty-four (24) hours (on Business Days).
      b) Communications: All Users are required to communicate to other Users via the Avasam Messaging System only as set out in the ‘Avasam Messaging System’ clause above. This is a mandatory requirement.
    5. Order Cancellations
      a)Sellers are permitted to cancel an Order at any time up until it is marked as dispatched by the Supplier. After this, the Seller will need to follow the Return Item process.
      b)To cancel an Order the Seller should use the Cancel Order feature within your Orders screen. You will be required to submit the reason for the cancellation.
      c)You, the Seller, accept that for reasons beyond our and the Supplier’s control, it will not always be possible to action a Cancellation Request. Under such circumstances, the Item will be dispatched, and you the Seller should follow the Return Item procedure in order to return the Item and receive a refund.
      d)Suppliers are required to keep their Out-of-Stock Item or Faulty Item Order Cancellations to a minimum. However, you, the Seller accept that we cannot guarantee that Orders will not be cancelled by the Supplier from time to time.
    6. Dispute Resolution:
      a)Sellers should aim to resolve any dispute raised by a Supplier within five (5) Business Days of the dispute being raised.
      b)Where a resolution is not achieved, the Supplier may escalate the dispute to Avasam for arbitration as per the Dispute Resolution clause above.
      Instances of Suppliers escalating a dispute with you the Seller should be kept to a minimum. The applicable Compliance Rate for your Platinum and Gold Suppliers is 99.5% and for your Silver, Bronze and General Suppliers is 99%.
      c)Once a dispute has been escalated, Sellers are expected to receive rulings for any dispute escalation in their favour for at least 75% of cases.
  27. RETURN, EXCHANGE, FAULTY, DELAYED, LOST AND REPLACEMENT ITEMS:
    1. Sellers should refer to the Definitions clause above in order to view the meaning of key commercial terms cited in this clause such as Return Items, Exchange Items, Faulty Items, Delayed Items, Lost Items, Out-of-Stock Items and Replacement Items.
    2. Return Items: Are permitted within thirty (30) calendar days of the Delivery Date.

      a)To inform the Supplier of a Return Item, you can submit a Return Item request within the Avasam DropShipping Marketplace.
      b)Upon receiving a Return Item request the Supplier will respond within five (5) Business Days and either accept or reject the Return Item request in principle.
      c)If accepted in principle, you will then have thirty (30) calendar days to return the Item.

      i. You may ask your End Consumer to return the Item back to yourself or directly to the Supplier. But if you chose the latter, you must instruct your End Consumer to include a form of Order identification (such as invoice) for the Supplier.
      ii.If you choose to receive Return Items to your own address, then you may either return the Items individually to the Supplier or aggregate them into batches to save on shipping costs, so long as you remain within the thirty (30) calendar day timeframe described above.
      iii.You the Seller are responsible for ensuring that any Return Item arrives safely back with the Supplier. We strongly advise you or your End Consumer, as appropriate, to use a tracked shipping service with insurance as appropriate. If the Item is shipped using a tracked shipping service and the tracking number shows that delivery back to the Supplier was completed, then the Item will be considered as having been delivered. If the tracking number does not show the Item delivery as being completed, or if there is no tracking number for the Item, then you will be accountable for the non-delivery of the Item and any resultant losses.

      d)Upon receiving the Return Item back, the Supplier will inspect the Item and either accept or reject the Return Item within forty-eight (48) hours (on Business Days).
      e)If the Return Item is accepted, you will be refunded as per the Refunds clause below.
      f)The determination and acceptance of a Faulty Item rests with the Supplier. The Supplier is to undertake its best and fair professional judgement in this regard.
      g)Should a dispute arise over a Return Item, you may escalate the matter to Avasam for arbitration as per the ‘Dispute Resolution’ clause above.

    3. Exchange Items: Avasam does not facilitate the exchanging of one Item for another. Exchange Items must therefore be treated in the same manner as Return Items.
      a)To affect an exchange, the Supplier will refund you for the Return Item once it has been returned to them and inspected as described above.
      b)If you wish to source a Replacement Item, you will need to submit a new Order.
      c)You may choose to submit the new Order prior to receiving the refund for the Return Item at your discretion and at your own risk should you wish to satisfy any demands of your End Consumer or requirements of your Sales Channel.
    4. Faulty Items: You may return a Faulty Item to the Supplier within sixty (60) calendar days of the Delivery Date, regardless of whether or not the End Consumer has retained the Item’s original packaging and labels.

      a) To inform the Supplier of a Faulty Item, you can submit a Faulty Item request within the Avasam DropShipping Marketplace.

      i.Suppliers will then have up to five (5) Business Days to respond and will either:
      1)accept the Faulty Item request and issue a refund,
      2)accept the Faulty Item request and issue a shipping label for its return,
      3)accept the Faulty Item request and dispatch a Replacement Item or,
      4)reject the Faulty Item request and provide a reason for doing so.
      ii.Where applicable, you will have up to thirty (30) calendar days to return the Item to the Supplier.
      iii.You may ask your End Consumer to return the Faulty Item back to yourself or directly to the Supplier. But if you chose the latter, you must instruct your End Consumer to include a form of Order identification (such as invoice) for the Supplier.
      iv.If you choose to receive Faulty Items to your own address, then you may either return the Items individually to the Supplier or aggregate them into batches to save on shipping costs, so long as you remain within the thirty (30) calendar day timeframe described above.
      v.You the Seller are responsible for ensuring that any Faulty Item arrives safely back with the Supplier. We strongly advise you or your End Consumer, use a tracked shipping service with insurance as appropriate. If the Item is shipped using a tracked shipping service and the tracking number shows that delivery back to the Supplier was completed, then the Item will be considered as having been delivered. If the tracking number does not show the Item delivery as being completed, or if there is no tracking number for the Item, then you will be accountable for the non-delivery of the Item and any resultant losses.

      b)Upon receiving the Faulty Item back, the Supplier will inspect the Item and either accept or reject the Faulty Item within forty-eight (48) hours (on Business Days).
      c)If the Faulty Item is accepted, you will either be refunded as per the Refunds clause below or a Replacement Item will be dispatched.
      d)The determination and acceptance of a Faulty Item rests with the Supplier. The Supplier is to undertake its best and fair professional judgement in this regard.
      e)Should a dispute arise over such determination, the Seller may escalate the matter to Avasam for arbitration as per the ‘Dispute Resolution’ clause above.
      f)As a Seller you may wish to maintain positive relations with your End Consumer by issuing a refund or placing a new Order for an identical Item before receiving a final resolution for the Faulty Item. While we aim to ensure all Faulty Item cases are dealt with fairly and appropriately, we cannot guarantee that all such cases will be resolved in your favour and so any such action is undertaken at your own risk.
      g)Items that develop a fault after the sixty (60) calendar day period described above has expired, are the responsibility of you, the Seller. In such instances you are advised to liaise with the Item manufacturer directly in relation to any manufacturer’s warranty that may or may not be applicable. You may contact the Supplier for information on how to contact the manufacturer, but we cannot guarantee that the Supplier will always have this information available.

    5. Delayed Items: Suppliers are required to keep their Delayed Item instances to a minimum, but we cannot guarantee that all Items will always be delivered to the End Consumer on time.
    6. Lost Items: Suppliers are required to keep their Lost Item instances to a minimum

      a)To inform the Supplier of a Lost Item, you can submit a Lost Item request within the Avasam DropShipping Marketplace.

      i.Suppliers will then have up to five (5) Business Days to respond and will either:
      1)accept the Lost Item request and issue a refund,
      2)accept the Lost Item request and dispatch a Replacement Item or,
      3)reject the Lost Item request and provide a reason for doing so.

      b)The determination and acceptance of a Lost Item rests with the Supplier. The Supplier is to undertake its best and fair professional judgement in accordance with the following principles:

      i.If the Item is shipped using a tracked shipping service and the tracking number shows that delivery to the End Consumer was completed, then the Supplier will not be held accountable for non-delivery and may reject the Lost Item request.
      ii.If the tracking number does not show the Item as being delivered, or if there is no tracking number for the Item, then the Supplier will be held accountable for the non-delivery of the Item and should accept the Lost Item request.

      c)Should a dispute arise over a Lost Item instance, the Seller may escalate the matter to Avasam for arbitration as per the ‘Dispute Resolution’ clause above.
      d)As a Seller you may wish to maintain positive relations with your End Consumer by issuing a refund or placing a new Order for an identical Item before receiving a final resolution for the Lost Item. While we aim to ensure all Lost Item cases are dealt with fairly and appropriately, we cannot guarantee that all such cases will be resolved in your favour and so any such action is undertaken at your own risk.
      e)Replacement Items: Our Suppliers are required to dispatch all Replacement Items within forty-eight (48) hours (on Business Days) of the underlying Item request being accepted.

  28. REFUNDS
    1. We aim to ensure, but cannot guarantee, that refunds will be approved by the Supplier within five (5) Business Days of either receipt of Item in question or agreement to issue the refund.
    2. Refunds for Return Items, Exchange Items, Lost Items or Out-of-Stock Items: Will be for an amount equivalent to the total Order Amount as invoiced, inclusive of the original outbound shipping costs and VAT. You the Seller or your End Consumer will be responsible for paying the shipping costs associated with returning the Item to your Supplier (inbound).
    3. Refunds for Faulty Items: Will be for an amount equivalent to the total Order Amount as invoiced, inclusive of the original outbound shipping costs and VAT as well as the reasonable cost incurred by the you the Seller or your End Consumer to return the Item to the Supplier.
      a)By reasonable, we mean a competitive market rate for an appropriate shipping service based on the value, size, and weight of the Item. Should you exceed what we or the Supplier deem to be reasonable, you may be liable for the difference, as determined by us.
    4. All refunds shall be processed by Avasam and credited to your Avasam Seller account.
    5. We are not able to provide refunds to your payment card directly. Should you wish to receive any refund amount to your payment card, you will be required to transfer the requisite funds from your Avasam Seller account in accordance with the Seller Disbursements clause below.
  29. SUPPLIER VACATIONS AND TIME AWAY
    1. We do not require Suppliers to provide notice to us or Sellers ahead of closing or suspending their operations as we recognise that business needs and circumstances can change quickly. As a Seller, you are therefore strongly advised to source Items from multiple Suppliers in order to mitigate periods when one or more of your Suppliers temporarily suspends their operations, such as during vacation periods.
  30. SELLER DISBURSEMENTS
    1. Any refund or credit amounts owing to you will accrue in your Avasam Seller account as a deposit balance.
    2. Sellers can request a withdrawal of all or part of their Avasam seller account balance at any time.
    3. We do not charge any fees for you to withdraw your funds.
    4. We aim to process all disbursement requests within five (5) business days of receipt, depending on your payment card provider.
    5. We will only return or refund proceeds to the payment card registered with us on your Avasam account.
    6. Seller disbursements may be split into multiple transactions.
  31. ITEM PRICE CHANGES
    1. As a Seller, you acknowledge and accept that Avasam does not and cannot retain control of the prices for Items Listed by Suppliers on the Avasam DropShipping Marketplace.
    2. Item prices are subject to change depending on the business needs of the Supplier and it is your responsibility to ensure that the prices at which you are selling and sourcing Items are suitable for your specific requirements and cover any taxes, fees or other costs that you may incur when selling Items on your Sales Channels.
    3. Avasam cannot guarantee that we will inform you of upward price changes to the Items you have sourced. We accept no responsibility or liability for the impact you may incur, financial or otherwise, as a result of any Item price changes.
    4. Avasam may or may not provide features or tools within the Marketplace that will allow Sellers to automatically manage Item price changes by setting defined pricing rules. We are not obligated to provide such features or tools and cannot warrant, represent, or guarantee their availability or accuracy.
      a)Any such features or tools are used entirely at the risk of the Seller and we accept no responsibility or liability for the impact you may incur, financial or otherwise, as a result of using such features or tools.
      b)When using any such features or tools, Sellers must factor in all applicable sales taxes, currency conversion rates and fees, including but not related to those applied by Sales Channels and payment processing providers.
      c)Sellers are strongly advised to regularly monitor any pricing rules they set up in order to check they are performing as expected both at the outset and on an ongoing basis.
      d)You hereby acknowledge and accept the risk that if there is an error in the prices offered for your Items on a Sales Channel and you refuse to provide the applicable Items at the advertised price to your End Consumer, this may result in the Sales Channel suspending or closing your account and preventing future use of or access to the Sales Channel.
  32. SELLER SUBSCRIPTION
    1. Avasam will send you an email when you place a Subscription and when you change your Subscription Level to confirm your new Subscription Level.
    2. Your Billing Date will be set according to the date you first purchased the Subscription.
    3. In order to ensure that you do not experience an interruption or loss of access to the Services, your Subscription will renew automatically on each Billing Date unless you request us to change your Subscription or Subscription Level.
    4. Upgrading your Subscription:
      a)You can upgrade your Subscription at any time from within the Avasam DropShipping Marketplace.
      b)At the time of your upgrade request, Avasam will calculate the number of days remaining in your current Subscription Period and apply a pro-rated charge for those days based on the Subscription Fee applicable to your new Subscription Level.
      c)Upon making payment, your account and access to the Services will be immediately updated to reflect your new Subscription Level.
      d)At all subsequent Billing Dates, you will be billed for the full cost of your new Subscription Level and you will continue to receive the Services at that level unless and until you cancel, upgrade, or downgrade your Subscription Level.
    5. Downgrading your subscription:

      a)You can submit a request to downgrade your Subscription within the Avasam DropShipping Marketplace during the first 25 days of your current Subscription Period. Upon submitting such a request to downgrade your Subscription:

      i.You must complete the remaining term of your current Subscription Period;
      ii.You may cancel your downgrade request at any time prior to the downgrade taking effect;
      iii.Your new Subscription Level, applicable Subscription Fee and corresponding access to the Services will become effective in the following Subscription Period.

      b)Any request received by us to downgrade your Subscription beyond the first 25 days of your current Subscription Period will be processed as if it were received during the following Subscription Period.
      c)Refunds or pro-rata refunds will not be issued in relation to the current Subscription Period.
      d)At all subsequent Billing Dates, you will be billed for the full cost of your new Subscription Level and you will continue to receive access to the Services at that level unless and until you cancel, upgrade, or downgrade your Subscription Level.

    6. Cancelling your Subscription:

      a)You can submit a request to cancel your Free Trial Account Subscription at any time within the Avasam DropShipping Marketplace. Upon receiving such a request, we will close your account and treat your User Data in accordance with our Privacy Policy.
      b)You can submit a request to cancel your Subscription in relation to any other Subscription Level within the Avasam DropShipping Marketplace during the first 25 days of your current Subscription Period. Upon submitting such a request to cancel your Subscription:

      i.You must complete the remaining term of your current Subscription Period;
      ii.You may cancel your cancellation request at any time prior to the cancellation taking effect;
      iii.No further Subscription Fee payments will be taken from your registered payment card;
      iv.Your access to the Services will cease at the end of the current Subscription Period unless and until you place a further Subscription.
      v.We will close your account and treat your User Data in accordance with our Privacy Policy.

      c)Any request received by us to cancel your Subscription beyond the first 25 days of your current Subscription Period will be processed as if it were received during the following Subscription Period.
      d)Refunds or pro-rata refunds will not be issued in relation to the current Subscription Period.
      e)Following the cessation of your access to the Services:

      i.Unless otherwise agreed by Avasam, any Orders in process and not yet dispatched will be cancelled and refunded to you, subject to the other sub-conditions of this ‘Your Subscription’ clause;
      ii.Any disputes between you and other Users that remain outstanding will be settled at the sole determination of Avasam;
      iii.Any amounts or payments owed by you to Avasam or other Users, as determined by Avasam, will be deducted from any final settlement monetary amounts otherwise owed to you; and
      iv.Your obligations under these Terms and Conditions, other than in relation to any clauses specifically cited as surviving a termination, will cease.
    7. You acknowledge and understand that Suppliers are also free to cancel their Subscription and in doing so accept that once a Supplier has cancelled their Subscription and their access to the Services has ceased, the following shall apply:
      a)The Item inventory belonging to the Supplier will be removed from the Avasam DropShipping Marketplace and will no longer be accessible by you;
      b)Any disputes between you and the Supplier that are outstanding at that time will be settled at the sole determination of Avasam in accordance with these Terms and Conditions; and
      c)We will do our best to ensure that any Orders still in process, but not yet dispatched, will be processed as normal by the Supplier. However, we cannot always guarantee this will be the case.
  33. SELLING ITEMS ON SALES CHANNELS
    1. Via the Services, Avasam facilitates you as a Seller to sell Items on various third-party Sales Channels. You, and not Avasam, are solely responsible and liable for complying with all of the terms and conditions of any such Sales Channels and any transactions involving the sale of Items that you undertake on them, including but not limited to payment, returns, warranties, Item specification, Item safety, Item shipping, customer service, payment of applicable taxes and export/import duties, and local and international laws. Avasam is not in any way responsible or liable to you for the health or status of any third-party Sales Channel on which you sell Items.
    2. Sales Channels may have specific requirements governing how your account must be registered with them. For example, if as is the case with Items you source from Avasam, you are selling Items that are not your own personal Items but rather Items you have sourced or acquired in order to resell or as part of your business activities, you may be required to register your account appropriately with the applicable Sales Channel. This will typically mean:

      a)Registering as a business or professional seller and adhering to a higher standard of account management and information provision including but not limited to providing your business contact details, VAT number (if appropriate) and specific business policies in relation to areas such as returns and refunds.

      i.It is your sole responsibility to ensure your third-party Sales Channel activities are in compliance with any such requirements.

      b)Further, as a business or professional seller you may be required to comply with any applicable government regulations in the country within which you are selling. In the UK specifically, business sellers must comply with the Distance Selling Regulations and the Consumer Rights Act 2015. Further information in relation to consumer rights is available on the gov.uk website.

      i.It is your sole responsibility to ensure your third-party Sales Channel activities are in compliance with any such requirements.
    3. You grant Avasam permission to access, via Application Programming Interface (API) or other appropriate means, and use data associated with any applicable Sales Channel accounts that you link to the Avasam DropShipping Marketplace and process Orders through, including but not limited to your products, orders, sales, shipping information, inventory, and End Consumers as necessary to facilitate your use of the Services.
    4. You acknowledge and accept that Avasam has no control or influence over how any third-party Sales Channel is operated or managed and that we have no obligation to you in relation to assisting you to use such Sales Channel or to resolve any disputes that may arise between you and any third-party Sales Channel.
    5. We may from time to time provide information and tips on what Items we believe may sell well or that we recommend for you to consider sourcing. Such information is provided purely for information purposes and for your general consideration in the context of your overall sales strategy and personal or business circumstances. You acknowledge and accept that we will not be held liable for any such information, guidance, or tips we provide to you.