Please read these terms and conditions (the “Terms”) carefully before registering and using 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 and including (without limitation) the platform found at app.avasam.com (the “Avasam Platform”).
Unless agreed otherwise in writing with Avasam, these Terms set out below govern your use of and access to the Avasam Platform. By registering on the Avasam Platform you hereby accept these Terms and you confirm that you have read these Terms in full and agree to abide by and be contractually bound to these Terms. If you do not agree to these Terms, please refrain from using the Avasam Platform or the Services as defined below.
Avasam reserves the right to change these Terms at any time with or without notice to you..
Therefore, please ensure that you regularly check these Terms, so you are fully aware of any changes, or contact the Avasam customer support team for the latest version.
These Terms are a legal agreement between you and Avasam.. For guidance and support regarding how to utilise the Avasam Platform and Services, you are requested to consult the Avasam Knowledge Base which is located at https://help.avasam.com or contact our customer support team.
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.
For any assistance or questions you may have about these Terms please contact our support team at: [email protected].
Last updated: 28/06/23
TERMS AND CONDITIONS:
- TITLES AND HEADINGS
- FEES, PAYMENTS, DEPOSIT AND INVOICING
- RULES OF CONDUCT
- DESCRIPTION OF SERVICES
- AVAILABILITY OF SERVICES
- AVASAM WEBSITE(S) AND THE AVASAM PLATFORM
- MESSAGING SYSTEM
- USER CONTENT
- PROHIBITED ITEMS
- INTELLECTUAL PROPERTY RIGHTS
- THIRD PARTY IP
- RIGHT OF REFUSAL, SUSPENSION AND TERMINATION POLICY
- FEEDBACK & REVIEWS
- LIMITATION OF LIABILITY
- DATA PROTECTION, USER DATA AND COOKIES
- USER DISPUTE RESOLUTION BY AVASAM
- SUCCESSORS AND ASSIGNS
- NO THIRD-PARTY BENEFICIARIES
- GOVERNING LAW AND JURISDICTION
- CONTACT DETAILS
SELLER SPECIFIC TERMS AND CONDITIONS
- PERFORMANCE OBLIGATIONS FOR SELLERS
- RETURN, EXCHANGE, AND FAULTY ITEMS
- SUPPLIER VACATIONS AND TIME AWAY
- SELLER DISBURSEMENTS
- ITEM PRICE CHANGES
- SELLING ON THIRD-PARTY SALES CHANNELS
- SUPPLIER QUALIFICATION AND VERIFICATION
- SELLER SUBSCRIPTION
TERMS AND CONDITIONS:
- “Account” means the account created by you on the Avasam Platform once you register on and subscribe to the Avasam Platform.
- “Applicable Fee(s)” means the fees charged to Suppliers by Avasam, as detailed in [INSERT DETAILS];
- “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”.
- “Avasam Intellectual Property” means all intellectual property rights in the Websites and the Avasam Platform and all intellectual property rights in any part of the world which are at any time created by or deriving from the Websites and the Avasam Platform, the business of or owned by Avasam, developed by Avasam or is the existing property of Avasam which includes (without limitation), patents (including supplementary protection certificates), any materials, works, prototypes, inventions, discoveries, techniques, computer programs, source codes, data, technical information, trading business brand names, goodwill, style or presentation of goods or services, creations, inventions (or improvement upon or addition to an invention), confidential information, know-how and research effort which is capable of protection by or of giving rise to letters patent, registered and unregistered trade and service marks, utility model, copyright and neighbouring rights, design right, moral right, semi-conductor topography right, database right or other intellectual property or similar proprietary right in any part of the world whether registered or not or whether capable or not capable of registration including applications and rights to apply for any of them and in each case rights of a similar or corresponding character and all applications and rights to apply for protection of any of the forgoing;
- “Avasam Messaging System” means any messaging or ticket system within the Avasam Platform.
- “Below Standard” is a level of User performance that does not meet either the Seller Performance Obligations or the Seller Performance Obligations (as shall be applicable to you), and as a result of which, Avasam may commence Remedial Action.
- “Billing Date” means the date, one month (or year for yearly subscriptions) on and recurring monthly (or yearly for yearly subscriptions) thereafter from when a Seller signs up to a Subscription for the Services and is the recurring date (or following Business Day) that Avasam will take payment of the Subscription Fee.
- “Branded Item(s)” means any Item that has a registered trademark or other registered intellectual property attached to it or its packaging and cannot be considered generic in nature.
- “Business Day” means any weekday (Monday to Friday), other than a bank or public holiday in the United Kingdom or the country of the applicable User.
- “Business Hours” means between 09:00 and 18:00 on business day in the United Kingdom.
- “Cancellation Request” is a request submitted via the Avasam Platform to cancel an Order and is submitted by a Seller to a Supplier.
- “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 Platform in order to avoid penalties imposed by Avasam.
- “Data Protection Laws” means the Data Protection Act 2018 and all applicable laws relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner’s Office (or any other data protection authority);
- “Delayed Item(s)” means a delay to the delivery of the Item to the End Consumer that is caused due to an error or fault of the Supplier, which shall include (without limitation) the use of the wrong shipping service, that exceeds the estimated delivery date and not due to a Force Majeure Event.
- “Delivery Date” means the date on which an Item is received by the End Consumer.
- “End Consumer” means the ultimate purchaser of the Item to whom the Item is delivered. .
- “Exchange Item(s)” means an Item, that is returned to the Supplier alongside a request for an alternative Item, for any reason other than being a Faulty Item.
- “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) due to no fault of the End Consumer, or that develops a fault upon being reasonably used by the End Consumer in accordance with any instructions provided it is within the warranty period for that Item.
- “Feedback” means any feedback, reviews, suggestions or ideas presented or submitted by Users relating to the Avasam Platform or the Services.
- “Force Majeure Event” means an event or circumstance that arises that is beyond the reasonable control of the Supplier or Seller, which results in a delay in the delivery of the Item to the End Consumer.
- “Item(s)” means all products made available for sale by Suppliers on the Avasam Platform.
- “Item Data” means the written information, attributes and images provided by the Supplier in relation to Items.
- “Item Listing Tool(s)” means a feature provided within the Avasam Platform to create new Item Listings on a given Sales Channel without the need for a Seller to manually complete the Item Data.
- “Item Mapping Tool(s)” means a feature provided within the Avasam Platform to link (map) Item Listings to pre-existing Item Listings on a given Sales Channel without the need for a Seller to manually complete the Item Data.
- “List” or “Listing” or “Listed” means the act of making an Item available for sale on the Avasam Platform.
- “Lost Item(s)” means any Item that is lost during the process of delivery and is not delivered to the address provided in the Order within fifteen (15) Business Days of the Order Date.
- “Notice Period” means fifteen (15) calendar days’ notice.
- “Onboarding Fee” means the one off fee set by Avasam from time to time, payable by the Seller to register on to the Avasam Platform.
- “Order(s)” means any order or orders placed through the Avasam Platform for Items.
- “Order Amount(s)” means the total invoice value of an Order, inclusive of any applicable taxes and shipping costs.
- “Order Cancellation(s)” means any Order cancelled prior to the Item being dispatched by the Supplier.
- “Order Date” means the date on which payment is made for an Order.
- “Out of Stock Items” means any Item that is unavailable owing to there being insufficient inventory.
- “Partial Refunds” means a refund granted by the Supplier to the Seller in relation to an Order for an amount less than the full Order Amount.
- “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 their respective performance obligations.
- “Prohibited Item(s)” means all Items that are not permitted to be sold on the Avasam Platform and as described in Clause 9.
- “Remedial Action” means the issuance of written non-compliance warnings, a request to submit a Plan of Action, Account suspension or Account termination, each imposed at the sole determination of Avasam.
- “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.
- “Restricted Item(s)” means any Item that a Supplier does not authorise to be sold on a Sales Channel(s).
- “Return Item(s)” means an Item, that is returned to the Supplier for any reason other than being a Faulty Item.
- “Sales Channel(s)” means any online website, Third-Party Marketplace, or portal where a Seller Lists Items for sale.
- “Seller(s)” mean either as an individual or company, who is registered on the Avasam Platform and use the Avasam Platform to sell Items on their Sales Channels which are sourced using the Avasam Platform directly to End Consumers. Also referred to as “you” or “your”.
- “Services” means any of the services detailed in Clause 5 below.
- “Seller Performance Obligations” means the performance standards that the Seller must comply with when using the Avasam Platform and are as set out in Section 2 of Schedule 1.
- “Subscription” means your access to an Account on the Avasam Platform to use the Avasam Platform and Services which renews monthly or annually (as may be applicable to you).
- “Subscription Fee” means the fee set by Avasam from time to time, payable by the Seller for a Subscription via their designated payment method, for access to the Services and the Avasam Platform. Subscription Fees can be charged monthly or annually. This is subject to change at Avasam’s sole discretion and is as set out on the webpage www.avasam.com/pricing/
- “Subscription Level” means the level of access to the Services and the Avasam Platform granted to Sellers as determined by the 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”
- “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, or the twelve (12) month period commencing from the payment date if an annual subscription has been selected..
- “Supplier (s)” mean suppliers of Items, wholesalers, manufacturers, brand owners or other inventory owners who use the Avasam Platform to list Items on the Avasam Platform for Sellers to source and sell. Sellers.
- “Support Services” means the provision of technical or other support services provided by Avasam to its Users as detailed in the Services.
- “Suspension” means the temporary blocking of an Account by Avasam.
- “Termination” means the permanent blocking and/or deletion of an Account by Avasam.
- “Terms” means the terms and conditions set out in this document.
- “Third-Party IP” means any trademarks, brand names, brand logos, copyrights, photographs, illustrations, banners, text content or other images and/or software, widgets, or other applications developed or owned by Suppliers or, Users or licensed to Suppliers or Users by third-party brand owners.
- “Third-party Marketplace(s)” means any third-party online marketplace which include (without limitation) marketplaces such as such as eBay, Amazon, OnBuy, Wish. “User(s)” means any individual(s) or entity(s), who register on the Avasam Platform or uses the Services.
- “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 Data and logos or graphical elements.
- “User Default” means failure by the User to comply with the provisions of these Terms.
- “Website(s)” 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.
- TITLE AND HEADINGS
The titles and headings of these Terms 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.
- TITLE AND HEADINGS
- By registering on the Avasam Platform you accept these Terms. You confirm that you have read these Terms in full and agree to abide by and be contractually bound by these Terms . If you do not agree to these Terms, please refrain from using the Avasam Platform or the Services.. Further, these Terms apply to all visitors, Users and others who access or use the Services.
- If you disagree with any part of the Terms then you must notify us immediately in writing, and not access and use the Avasam Platform, nor use the Services provided by Avasam. Subject to Clause 3.3, if there is an inconsistency between any of the provisions of these Terms and any other document entered between us the provisions of these Terms shall prevail.
- In certain circumstances, we may agree with you in writing that these Terms are not applicable to you and our relationship will be governed by a separate agreement. However, in the absence of a separate agreement these Terms shall apply to you.
- Outside of these Terms, 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 Platform and the Services. You hereby agree to comply with any such additional terms and condition that may be applicable to you from time to time. Such terms and conditions are not linked to these Terms, and Avasam is not liable for your compliance with them.
- If your conduct prevents you from selling on a Sales Channel, this will not affect your obligations to Avasam.
- The Services are available only to Users who can form legally binding contracts under applicable law. By registering on the Avasam Platform , 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 in writing;
d) There is no pending, or threatened action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitration that is likely to affect the legality, validity or enforceability against you of your obligations under these Terms, or your ability to perform your obligations under these Terms;
- Your 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; and You will comply in all material respects with all applicable laws and orders to which you may be subject. If you are entering into these Terms 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, 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, 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, including, but not limited to, the payment obligations.
- 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 acting on behalf 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 is not obligated to) to require additional authentication from you. You further agree to be bound by the provisions of these Terms 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.
- Avasam makes no offer or guarantee of exclusivity to you, or any other User of the Services it provides. Avasam reserves the right to provide access to the Services and the Avasam Platform to any business or individual of its choosing, irrespective of them being a competitor of an existing User.
- 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.
- Avasam reserves the right to contact you in relation to the Services or for marketing purposes via telephone, email, or other contact details you have provided when registering your Account , unless you specifically advise us in writing not to and request your details to be removed in line with the applicable Data Protection Law requirements. Upon receiving such request, we will immediately remove your details from our customer database, and you will no longer be contacted by us.
- During the process of registration of your Account, 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. This may include your passport or evidence of company registration and any other documentation and information as may be requested by us.
- In the event of a dispute over ownership of Account, Avasam reserves the right to determine, in our sole judgement, rightful ownership, and to transfer the Account to the rightful owner. 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 the ownership of the Account has been determined.
- FEES, PAYMENTS, DEPOSIT AND INVOICING
- Payment to Sellers are made in accordance with the Seller Disbursements & Fees section detailed in Section 6 of Schedule 1 of these Terms.
- We accept all major credit and debit cards for the payment of our Services.
- We expressly reserve the right to change or modify the prices of our Applicable Fees, Onboarding Fee, Subscription Fee and any other fees we charge you to access the Avasam Platform and the Services at any time. Any such changes or modifications will be posted on our Website and updated within these Terms and shall become effective immediately without the need for further notice to you.
- 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, debit card or bank account information anywhere on our systems. Adyen is the payment processor and will manage recurring payment requests as appropriate.
- While Adyen is the payment processor, Avasam will be your contact point for any refunds, chargebacks, cancellations, and dispute resolution in respect of payments made on or via the Avasam Platform.a) Should a payment dispute be raised by an User, we will offer the first line of support, and we will refund the User their money in accordance with these Terms in the event we find, at our sole discretion that the dispute is valid and warrants a refund.
b) In the event that a chargeback, is submitted by an User, we will respond to the credit or debit card networks on behalf of the User(s) involved in the transaction as may be required. We reserve the right to charge any fees associated with the processing of chargebacks and you hereby agree to such fees.
c) If Users do not co-operate with us and provide us with requested information and documentation, we will not be able to assist with any payment issue or dispute they may have and hereby excludes all liability pertaining to such payment issues or disputes.
d) If you experience any issues with your Subscription, we can be contacted via email at [email protected] or by telephone during office hours on +44 (0) 330 113 7788.
- In accordance with the 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 Platform or block payments made to you as appropriate if we detect any suspicious activity without incurring any liability to you.
- You hereby warrant that all payments made by you or received by you through the Avasam Platform comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any amendments thereto and any other money laundering laws and regulations that may be applicable to you.
- Direct Debits are generally not accepted on Avasam but in the event we do choose to accept such payments will be regulated by a separate 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.
- The Seller shall establish and maintain a minimum deposit of fifty British Pounds Sterling (£50.00) as part of their account. The Seller has the discretion to increase the level of their deposit beyond the minimum amount at any time. Any decision to increase the deposit level will not affect the terms of this agreement unless otherwise stated. The deposit is refundable and will be returned to the Seller at the time of closure of the account, minus any outstanding amounts owed by the Seller to the Avasam.
- 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.
- 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. The User shall pay the interest together with the overdue amount in full.
- 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.
- 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).
- Avasam shall be entitled to suspend or terminate the Services if you do not make payment for any invoice. If Avasam provides you with more than one Service, we shall be entitled to suspend or terminate all Services and access to your Account until payment is made and all outstanding balances are cleared.
- RULES OF CONDUCT
- To enable Avasam to perform its obligations under these Terms 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 Account, including your registered payment method.
- If Avasam’s performance of any of its obligations under these Terms are prevented or delayed by any act or omission by the User or User Default:a) Avasam shall (without prejudice to any other rights or remedies available to it) 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 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 and keep Avasam indemnified on written demand from and against any costs or losses sustained or incurred by Avasam, directly or indirectly by the User’s non-compliance with these Terms including without limitation Clause 6.1.
- 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, 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.
- You acknowledge and agree that:a) Your use of the Services, including any User Content, will comply with these Terms and all applicable local, and international laws, rules, and regulations.
b) When supplying information to us through our Website(s) or the Avasam Platform, or in relation to our Website(s) or the Avasam Platform, 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 the Avasam Platform through your internet connection, your Account, or on your behalf, are aware of and comply with these Terms.
d) 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.
e) 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. 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.
f) 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 accordingly.
- Users must not:
a) Conduct automated or systematic data collection activities upon our Website(s) or the Avasam Platform (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 the Avasam Platform, or an action available on our Website(s) or the Avasam Platform in a way that:i. Is 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 with other Users outside of the Avasam Platform.
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 the Avasam Platform in public or in private, including our logo, slogan, mission statement and other copyright materials;
ii. Sub-license, sell, or rent material from our Website(s) or the Avasam Platform;
iii. Exploit or profit from material from our Website(s) or the Avasam Platform for a commercial purpose other than in connection to the Services being offered;
i) Use data collected from our Website(s) or the Avasam Platform 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.
j) Use our Website(s) or the Avasam Platform, or an action available on our Website(s) or the Avasam Platform in a way that would damage, or otherwise impair the functioning of the Website(s) or the Avasam Platform and provision of the Services.
k) Use our Website(s) or the Avasam Platform 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) the Avasam Platform through a spider, robot, or other automated means.
m) Modify the paper or digital copies of any materials you have printed or downloaded from our Website(s) or the Avasam Platform 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 the Avasam Platform 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 the Avasam Platform 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, domain names, trademarks or logos that reference or use the word Avasam, its trademarks or variations and misspellings thereof in any language.
r) Circumvent, disable or otherwise interfere with the security-related features of the Services or the Avasam Platform (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, the Avasam Platform, any Avasam content or the User Content.
- 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 or the Avasam Platform 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 problem, including suspending or terminating your access to the Avasam Platform and our Services.
- To enable Avasam to perform its obligations under these Terms the User shall:
- DESCRIPTION OF SERVICES
The scope of Services provided by Avasam to its Users and covered by these Terms comprise all Services reasonably related to the provision of the Avasam Platform and as detailed in this Clause.
a) The Services include but are not limited to:i. Unique User account access to the Avasam Platform and Website(s);
ii. Direct system integration, as applicable, between the User’s system(s) and the Avasam Platform;
iii.Supplier access to Sellers;
iv. Supplier access to the Avasam Platform 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 Sales Channel/website integrations for Sellers with the Avasam Platform and potential tools to assist in the Item Listing process;
ix. Automated Order processing and inventory synchronisation;
x. Automated data report generation;
xi. Support Services as detailed below in clause 5.1 (b);
xii. Any other features, tools or services that may become available on the Avasam Platform at the sole determination of AvasamAny other support services that Avasam may provide from time to time.
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 :i. Telephone support;
ii. Email support;
iii. Web-based support, including via live-messenger chat and internal ticket systems;
iv. Social media channels;
c) Support delivered by any other appropriate communications medium;Support Services are provided as appropriate and as determined by Avasam;
d) Support Services are generally available within 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 the Avasam Platform. You specifically agree and acknowledge that Avasam provides you with access to the Avasam Platform 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 the Suppliers and Sellers in relation to the Items or otherwise and accepts no liability or responsibility arising from any Item listed, purchased or sold through the Avasam Platform and any transaction between the Supplier and the Seller;
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.
- COMPLIANCE AND AVAILABILITY OF SERVICES
- 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.
- Use of the Services is at your own risk. The Services provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
- The Services provided on an ‘as is’ basis, ‘as available’ and ‘with all faults’.
- Subject to these Terms and to the extent reasonably practicable and applicable, we shall endeavour to provide the Services at all reasonable times.
- We do not guarantee that our Website(s) or the Avasam Platform, 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 the Avasam Platform without notice.
- 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.
- You acknowledge and agree that we do not have complete control over the availability of our Website(s), the Avasam Platform 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.
- 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.
- AVASAM WEBSITE(S) AND THE AVASAM PLATFORM
- Except where otherwise specified in writing by us and other than in relation to Third- Party IP:Avasam owns and controls the Avasam Intellectual Property as detailed in Clause 13. .
- While using the Services, you may:a) Use a suitable web browser to view the pages of our Website(s) or the Avasam Platform;
b) Download pages from our Website(s) or the Avasam Platform for the purpose of caching in a web browser;
c) Print content from the pages of our Website(s) or the Avasam Platform;
d) Stream video and audio content provided through our Website(s) or the Avasam Platform.
- The Avasam Platform 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.
- All content downloaded from the Avasam Platform is at your own risk and you will be solely responsible for the use of such content and any damage to your computer system or loss of data that results from such download.
- We reserve the right to restrict access to all or part of our Website(s) or the Avasam Platform at our discretion. You may not bypass or circumvent these restrictions to gain access to those areas.
- Use of the Avasam Platform is at your own risk. The Avasam Platform is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
- These Websites and the Avasam Platform is provided on an ‘as is’ basis, ‘as available’ and ‘with all faults’.
- 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 the Avasam Platform;
f) that the information provided by a Supplier in respect of an Item on the Avasam Platform is accurate, reliable or correct;
g) that the Website(s) and the Avasam Platform will meet your requirements or result in any benefit;
h) that any defects or errors on the Website(s) or the Avasam Platform will be corrected;
i) That the material on the Website(s) or the Avasam Platform is up to date; or
j) That our Website(s) or the Avasam Platform or any service on them will remain available at any particular time or location, uninterrupted or secure.
- We do not guarantee that our Website(s) or the Avasam Platform will be secure or free from bugs or viruses or other harmful components. You are responsible for configuring your information technology, computer programmes and third-party platforms in order to access our Website(s) or the Avasam Platform. You should use your own virus protection software and ensure it remains active and up to date.
- Avasam is not responsible in any way for offers made by a third party through the Website(s) or the Avasam Platform.
- We retain the right to change or amend our Website(s) or the Avasam Platform or any aspects thereof including User Content, Items, Item Data or Third Party-IP at any time without notification and at our sole discretion.
- Avasam retains the right to remove or amend any Items from our Website(s) or the Avasam Platform at any time without notification and at our sole discretion.
- Except where otherwise specified in writing by us and other than in relation to Third- Party IP:
- MESSAGING SYSTEM
- All Users are required to communicate to other Users via the Avasam Messaging System only.
- Messages related to the Services or the Avasam Platform between Users are not permitted using external messaging systems or email.
- Should another User attempt to contact you outside of the Avasam Messaging System, you are required to notify us immediately.
- USER CONTENT
- By posting or publishing User Content on any of our Websites or the Avasam Platform, 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 the User Content on our Website(s) or the Avasam Platform, or as part of our general promotional content.
c) Once the User Content is uploaded to the Avasam Platform, the User Content cannot be amended or changed unless validated and approved by Avasam, 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 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 in accordance with these Terms.
e) If you are using, reproducing, displaying or creating derivative works from User Content of another User you must ensure that you do so only in accordance with what is permitted through the Avasam Platform. You shall not use the User Content of another User in a manner that is not permitted by the Avasam Platform or on any other medium without the express consent of the owner of the User Content. If you have been found to be using User Content of a User in a manner that is not permitted, you will be liable for all losses, claims, expenses and damages incurred by the owner of the User Content and by Avasam by such use.
f) You shall be solely responsible and liable for any and all of your User Content or User Content that you use, publish, post, display, link to, or otherwise make available on your Account or Sales Channel or any other medium that you use, publish, post, display, link to, or otherwise make available the User Content, and the consequences of, and requirements for, distributing it.
- Avasam reserves the right (but undertakes no duty) to decide whether any User Content is appropriate and/or complies with these Terms. 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, or for otherwise violating these Terms (as determined by Avasam in its sole and absolute discretion), at any time and without prior notice.
- You understand and agree that Avasam may retain (but not use, distribute or display) server copies of your User Content that have been removed or deleted from a website or platform hosted by Avasam. The above licenses granted by you to 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.
- 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 communicating electronically with us, you consent to such transfers.
- By posting or publishing User Content on any of our Websites or the Avasam Platform, you represent and warrant to Avasam that:
- Prohibited Items
- While using the Avasam Platform, you are prohibited from Listing, buying, selling or supplying any Items from the following list:
a) Any Item that infringes intellectual property rights;
b) Items that are in breach of distribution or copyright laws;
c) Items that are discriminatory or that incite to violence (including weapons and replicas of weapons, etc.), or encourage any form of racial, religious, or ethnic hatred;
d) Items liable to present a danger to health, safety, or the environment;
e) Items that can be neither offered nor marketed legally, or which are liable to harm public policy or the rights of third Users;
f) Articles for which the offer or sale are liable to harm morality or the image of Avasam;
g) Any Item depicting graphic sexual content;
h) Any Item that is a duplicate of an existing Item you have previously Listed or made available with the Avasam Platform;
i) Any Item that has been previously removed or suspended with the Avasam Platform unless you have received Avasam’s express written permission to do so;
j) Any of the following:
k) Advertisements or promotions for other goods, products, items or services;
l) Any Item available only for rental or lease;
m) CCTV footage;
n) Copyright and other intellectual property rights;
o) Counterfeit Items;
p) Courier tickets;
q) Credit or debit card readers;
r) Customisable products for which additional information is required from the Seller or End Consumer for the Order to be fulfilled;
s) Digital delivery products;
t) Digital currency;
u) Event tickets;
w) Frequent flyer points;
x) Gang related memorabilia;
y) Genuine animal furs;
z) Hazardous materials;aa) Human or any other live animal body parts;
bb) Industrial chemicals;
cc) Laser pointers;
dd) Live animals or organisms;
ee) Lottery and raffle tickets;
ff) Medically regulated materials other than those legally available over the counter in the UK;
gg) Non-physical goods;
hh) Offensive Items and memorabilia;
ii) Political propaganda;
kk) Professional or other services;
ll) Recreational drugs or paraphernalia;
mm) Shares and securities;
nn) Stolen goods;
oo) Uniforms related to the emergency services or political affiliations;
pp) Veterinary medicines;
qq) Weapons and components of weapons;
rr) Wholesale lists;
ss) Any toy not marked with the CE mark;
tt) Any electronic good not marked with the CE mark;
uu) Any electronic good without a 3-pin UK plug (excluding shavers and similar electrical grooming products);
vv) Any Item which has been subject to a product safety recall;
ww) Any Items contained within the following link that may be updated from time to time (https://docs.adyen.com/legal/adyen-restricted-prohibited-list).
- Avasam reserves its rights to amend the list of prohibited Items detailed in this clause from time to time and shall update these Terms accordingly.
- Avasam shall have a right to review the contents of the Items in the inventory of its Users, as well as the Listings and Orders that are processed through the Avasam Platform to identify any Prohibited Items.
- Should you List or sell any Prohibited Items via the Avasam Platform, we reserve the right to suspend or terminate your Account without notice. The following shall apply upon suspension or termination:a) any monies held on your Account will only be returned to you once a review (which may take up to approximately two (2) months) has been undertaken by Avasam and we have concluded that no adverse financial, legal, or reputational consequences have arisen as a result of Listing the Prohibited Item(s).
b) Any proceeds held on your Account that related directly to the sale of Prohibited Items shall not be returned to you but will at our sole discretion be paid to any party that suffers any financial, legal, or reputational losses they suffer as a result of selling such Items, or will be donated to a registered UK-based charity of our choosing.
- Should a User suffer financial, legal, or reputational consequences as a result of you Listing or selling Prohibited Items via the Avasam Platform, any and all liability shall rest solely with you and not with Avasam. Avasam hereby excludes all liability in respect of the Listing and selling of Prohibited Items via the Avasam Platform by you.
- Despite our best efforts, we cannot guarantee that Prohibited Items will never appear on the Avasam Platform as Suppliers may list a Prohibited Item. We strongly encourage you to report any Items you suspect to be a Prohibited Item to us immediately so that we may investigate and take appropriate action. Do not list source or list any such Prohibited Items on your Sales Channels, particularly any Items that you believe could be counterfeit, replica or ‘look-a-like’ in nature.
- We do not accept any responsibility should you list on your Sales Channel or source an Item for sale that could reasonably be deemed to be a Prohibited Item.
- Sellers should not List any Items in foreign jurisdictions unless they are aware of and act in compliance with the laws and regulations applicable to the jurisdiction, particularly the United States.
- Avasam does not approve Items to be offered for sale in the United States unless explicitly stated in the Item Listing.
- While using the Avasam Platform, you are prohibited from Listing, buying, selling or supplying any Items from the following list:
- INTELLECTUAL PROPERTY RIGHTS
- You shall not acquire in any way any title, rights of ownership of any nature to the Avasam Intellectual Property. You acknowledge and agree that all such interests and rights in the Avasam Intellectual Property are and shall remain the exclusive and absolute property of Avasam.
- You must not use any part of the content on the Avasam Platform (other than your own User Content) for commercial purposes without obtaining a licence to do so from Avasam or its licensors.
- All aspects of design, branding, text content, User interface, User experience and functionality of the Avasam Platform 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.
- You shall not translate, adapt, disassemble, reverse engineer, decompile or copy the whole or any part of the Websites or the Avasam Platform, nor arrange or create derivative works based on the Websites or the Avasam Platform.
- All intellectual property rights in or arising out of or in connection with the Services shall be owned by Avasam.
- The Supplier shall take all reasonable steps and abide by all instructions from Avasam to ensure that all Avasam Intellectual Property is protected. You shall notify Avasam if you become aware of any use of the Avasam Intellectual Property which may infringe the rights of Avasam.
- You shall at all times indemnify, keep indemnified and hold Avasam harmless from and against any and all Losses, incurred or suffered by it in relation to any infringement or unauthorised use of the Avasam Intellectual Property by you or on behalf of you.
- THIRD PARTY IP
- As part of the Services, you may be permitted to use certain Third-Party IP subject to the restrictions detailed in these Terms.
- In using any Third-Party IP you acknowledge and agree that you will only use the Third Party IP as permitted or communicated by the Supplier or the third party brand owner.a) You are permitted to use the Third-Party IP only as part of the Services and to fulfil your obligations under these Terms;
b) You may not create or use any confusingly similar trademarks, logos, branding or any intellectual property that is similar to that of the Third Party IP at anytime to mislead the End Consumer;
c) You will not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained within Third-Party IP or Items;
d) Avasam does not guarantee that the Third Party IP on the Avasam Platform does not infringe or violate any third party intellectual property rights as Avasam does not control the Third Party IP uploaded by Users on to the Avasam Platform. Avasam are not in any way responsible or liable for the accuracy, content or claims contained within the Third- Party IP.
- If the Third-Party IP is accompanied by or requires consent to a license agreement from the Third Party IP owner, 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.
- We may provide your personal or corporate information to the Suppliers or Third Party IP brand owners as required.
- 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.
- You are entitled to use the Third-Party IP in relation to your use of the Services for so long as we and / or the owner of such Third-Party IP authorise you to do so.a) Should for any reason whatsoever, we or the owner of any Third-Party IP withdraw your authorisation to use such Third-Party IP, either verbally or in writing, you are required to immediately cease using it and delete or remove all Third-Party IP from any electronic storage devices, Sales Channels, social media accounts, or other public forum within 10 calendar days of being requested or notified to do so.
- RIGHT OF REFUSAL, SUSPENSION AND TERMINATION POLICY
- Avasam reserves the right to refuse to open an Account and grant access to the Services to anyone, for any reason in its sole discretion. If we do so, then where applicable and subject to these Terms, a full refund of the Onboarding Fee and the Subscription Fee paid (if applicable) will be given. For the avoidance of doubt. Avasam will be liable to refund you the Onboarding Fee and the Subscription Fee only under the circumstances detailed in this clause.
- Avasam expressly reserves the right to immediately and without notice 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, selling or facilitating the sale of any Prohibited Item, we suspect you to be in violation of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, publishing any material in violation of these Terms or operating your Account in a manner which is not consistent with the terms set out in these Terms. If we do so, you will not be entitled to a refund of the Onboarding Fee and Subscription Fee paid (if applicable).
- All provisions of these Terms 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.
- 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 of any fees paid to Avasam by you.
- Following an Account Suspension as a result of underperformance in relation to the Seller’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 either the Seller 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.
- If Avasam withdraws, suspends, or terminates its Services because you fail to comply with these Terms or for any other reason which Avasam deems appropriate at its sole discretion, Avasam will not be liable for any losses, damages, costs, expenses, claims or obligations you may incur as a result or have to any third parties or other Users.
- 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. Avasam is not obligated to store or back up any of your data and files and shall not be liable for any data loss.
- FEEDBACK & REVIEWS
- 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.
- 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.
- 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.
- Avasam shall not be liable to compensate you for any bad experiences or Feedback you may provide.
- LIMITATION OF LIABILITY
- In no event shall Avasam and its third-party providers be liable to you or any other person or third-party entity and hereby excludes all liability in respect of any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, regardless of cause.
- Avasam shall not be held liable and hereby excludes all liability to any Seller(s) for the underperformance of one or more Suppliers and specifically in relation to the Supplier Performance Obligations detailed in Schedule 1 Section 2, 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.
- Avasam shall not be held liable and hereby excludes all liability to any Supplier(s) for the underperformance or actions of one or more Sellers.
- Without prejudice to the foregoing provisions, Avasam shall not be held liable and hereby excludes all liability 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.
- Specifically, Avasam will not be liable and hereby excludes all liability 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 Platform;
b) Use of or reliance on any content displayed on our Website(s) or the Avasam Platform;
c) Use of or reliance on User Content, Item Data, Avasam Intellectual Property or Third Party-IP;
d) Loss of profits, sales, business, or revenue;
e) Business interruption;
f) Loss of profit, 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) any Orders;
l) any transaction between a Supplier and Seller;
m) any transaction between you and the End Consumer;
n) any transaction between you and Third Party Marketplace; or
o) For any Items whatsoever (including Prohibited Items) regardless of whether or not those Items conform to these Terms.
- Avasam shall not be held liable and hereby excludes all liability 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.
- Avasam shall not be held liable and hereby excludes all liability 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.
- 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 and our third-party service providers directly or indirectly arising from:a) Your use of the Services and the Avasam Platform;
b) Your negligence or wilful default;
c) Your violation of any provision of these Terms;
d) your violation of any Third Party Marketplace terms and conditions; and
e) Your violation of any third-party rights, including without limitation any intellectual property or other proprietary rights.
- You acknowledge and agree that you will protect, defend, indemnify and hold harmless Avasam 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 intellectual property including without limitation images and software. You acknowledge and agree that the providers of the third-party intellectual property including without limitation images and/or software are third-party beneficiaries to these Terms for purposes of enforcing only their rights under these Terms.
- This clause shall survive any termination of these Terms.
- 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 and our third-party service providers directly or indirectly arising from:
- DATA PROTECTION, USER DATA AND COOKIES
- The User(s) and Avasam undertake to comply with the provisions of the Data Protection Laws.
- It is your sole responsibility to ensure that the Services are not used in any way that infringes the Data Protection Laws. For the avoidance of doubt, Avasam accepts no responsibility or liability whatsoever for any such infringement or alleged infringement.
b) You are required to action any such request within five (5) Business Days and to confirm the same in writing to us so that we may then inform the Seller.
- You hereby confirm that all sensitive and personal information you provide Avasam or store on your Account, has been collected in accordance with the standards and requirements of the Data Protection Laws and you will notify us immediately in writing of any instructions relating to their personal data, you receive from a data subject whose information you have provided us.
- USER DISPUTE RESOLUTION BY AVASAM
- 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 Platform.
- Where this is not possible, either User may escalate the dispute to Avasam for arbitration using the dispute escalation feature within the Avasam Platform or by contacting the Avasam customer support team.
- 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.
- 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.
- SUCCESSORS AND ASSIGNS
- These Terms shall be binding upon and inure to the benefit of the Users hereto and their respective heirs, successors, and assigns.
- NO THIRD-PARTY BENEFICIARIES
- Any person or entity who is not a party to these Terms shall not have any rights to enforce its terms.
- GOVERNING LAW AND JURISDICTION
- These Terms shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of these Terms shall submit to the exclusive jurisdiction of the courts of England and Wales.
- Each covenant and provision in these Terms 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 to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of these Terms shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
- Entire Agreement. Unless superseded by a specific signed agreement between Avasam and you, this agreement shall constitute the entire agreement of the parties with regard to the subject matter contained herein.
- Waiver. A failure or delay by a User or Avasam in exercising any right, power or privilege in respect of these Terms 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.
- Non-reliance. You hereby acknowledge that in agreeing to these Terms 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 you waive all rights and remedies which might otherwise be available to you in respect thereof.
- Remedies Cumulative. Except as provided in these Terms, the rights, powers, remedies, and privileges provided in these Terms are cumulative and not exclusive of any rights, powers, remedies, and privileges provided by law.
- Avasam reserves the right to modify these Terms at any time. Such modifications shall be effective immediately upon posting on our Website. You are responsible for the reviewing of such modifications. Your continued access or use of our Websites and the Avasam Platform shall be deemed your acceptance of the modified terms and conditions.
- CONTACT DETAILS
- Our address is:Avasam Ltd
9 Oliver Business Park London
NW10 7JB UK
- Our customer service email address and telephone number are:Email: [email protected]
Telephone: +44 (0) 330 113 7788
- Our address is:
SELLER SPECIFIC TERMS AND CONDITIONS
All terms written in “Title Case” (first letters capitalised) are defined terms and have the meaning assigned to them in the Definitions clause 1 above.
- In order to set up your Seller account and grant access to the Services, Avasam will charge a one-off standard Onboarding Fee. If specific technical integration is required, this will be quoted and invoiced separately on a case-by-case basis.
- Before you are able to access and use the Services as a Seller, Avasam will require certain information as part of the onboarding process and in order to verify your identity, including (without limitation):a) Company registration number;
b) VAT number;
c) Registered address;
d) Trading address;
e) Company website (if applicable);
f) Contact details for at least one member of your management team or suitable account manager; and
g) Any other information we deem reasonably necessary to set up your Avasam Seller Account.
- We may also request to visit your premises of operation and meet your management.
- We generally try to onboard new sellers within two weeks of first starting the process, but we cannot guarantee that we will be always able to meet this timeframe and we accept no liability or responsibility should the process take longer than this or ultimately not result in you being successfully onboarded as a Seller to the Avasam Platform. Avasam reserves the right to refuse to open an Account and grant access to the Services to anyone, for any reason at its sole discretion.
- PERFORMANCE OBLIGATIONS FOR SELLERS
- Sellers are required to maintain or exceed a minimum level of service to Suppliers in order to ensure smooth relations with Suppliers and End Consumer . The relevant Seller Performance Obligations for Sellers are outlined below.
- Adherence to the Seller Performance Obligations will be assessed in accordance with these Terms and the Compliance Rates.
- Compliance Rates:a) Compliance Rates will apply to all Sellers.
b) Unless stated otherwise, the applicable Compliance Rate for Sellers is 98% or above of total Orders processed.
c) A Compliance Rate below 96% is Below Standard and may lead to Avasam taking Remedial Action.
d) Compliance Rates are applicable to all performance obligations detailed below, 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.
- 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.
- Order Cancellationse) You are permitted to request cancellation of 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.
f) The Seller hereby acknowledges that there are some Items on the Avasam Platform that Suppliers do not allow cancellation. These Items will, where possible, be marked as such in the Avasam catalogue with an advisory note.
g) 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.
h) 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.
i) 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.
j) Sellers should also be aware that certain areas of the UK (or other territories as applicable) are considered to be remote or restricted by major courier companies. This can result in higher delivery charges or Orders being cancelled which is beyond the control of Avasam.
k) A list containing some such postcodes is included here: https://help.avasam.com/restricted-postcodes-and-remote-delivery-locations for your convenience, but we cannot guarantee it is a complete or conclusive list and you should undertake your own research if you wish to further mitigate the risk of Order Cancellations as a result of remote or restricted delivery locations.
- 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 clause 20 – User Dispute Resolution by Avasam above.
c) Instances of Suppliers escalating a dispute with you the Seller should be kept to a minimum. The applicable Compliance Rate for Sellers is 99%.
- RETURN, EXCHANGE, FAULTY, DELAYED, LOST AND REPLACEMENT ITEMS:
- 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.
- Items such as underwear and personal hygiene items cannot be exchanged or returned and the Seller shall notify the End Consumer accordingly. The Seller should ensure it clearly reads and understands which items can be exchanges or returned.
- Items can be returned 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 Platform.
b) Upon receiving a Return Item request, the Supplier will respond within two (2) Business Days and inform you if it can or cannot accept the Return Item request in principle. If the Supplier accepts the return for inspection, then Supplier will inform you of the process to be followed to return the Item and if the Supplier rejects the return request, the Supplier will provide the reason why it cannot accept the return. If the return request is accepted by the Supplier , you will then have thirty (30) calendar days to return the Item. Kindly note however, that the Supplier accepting the return request does not guarantee that the Supplier will give a refund, until such time as the Supplier inspects the Return Item. Therefore you should not provide the End Consumer with any guarantees related to a refund.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.
c) Upon receiving the Return Item back, the Supplier will inspect the Item and either accept or reject the Return Item within two (2) Business Days.
d) If the Return Item is accepted by the Supplier, you will be refunded as per the Refunds clause below.
e) 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.
f) Should a dispute arise over a Return Item, you may escalate the matter to Avasam for arbitration as per the ‘Dispute Resolution’ clause detailed in Section 2.4 below.
g) If the Return Item is rejected, the Supplier will provide the reasons for rejecting the request and either agree (at the Supplier’s discretion) a Partial Refund with the Seller or return the Item to the Seller or their End Consumer.
h) Exchange Items: Avasam does not facilitate the exchanging of one Item for another. Exchange Items must be treated in the same manner as Return Items. To affect an exchange, the Supplier will refund you for the Return Item once the Return Item has been returned to them and inspected as described above.
i) If you wish to source a Replacement Item, you will need to submit a new Order.
j) 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.
- 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 Platform.i. Suppliers will then have up to two (2) 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 from the date of acceptance notification, to return the Item to the Supplier. Kindly note however, that the Supplier accepting the Faulty Item request does not guarantee that the Supplier will give a refund, until such time as the Supplier inspects the Faulty Item. Therefore you should not provide the End Consumer with any guarantees related to a refund.
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 two (2) Business Days.
c) If the Faulty Item is accepted, you will be refunded as per the Refunds clause below.
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 found in section 2.4above.
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 and claim via 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.
- 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. You however acknowledge that an Item delivery delayed due to a Force Majeure Event will not be considered a Delayed Item. The Supplier shall notify you of any delays to Orders due to a Force Majeure Event.
- 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 Platform.i. Suppliers will then have up to two (2) 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 completed, 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 will 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 in section 2.4 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.
- Replacement Items: Our Suppliers are required to dispatch all Replacement Items within forty-eight (48) hours (on Business Days) from notification to the Seller that a replacement will be provided following inspection.
- We aim to ensure, but cannot guarantee, that refunds will be approved by the Supplier within two (2) Business Days of the Supplier agreeing to issue the refund.
- Refunds for Return Items, Exchange Items, Lost Items or Out-of-Stock Items: Such refunds 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 returningan Item to your Supplier (inbound).
- Refunds for Faulty Items: Such refunds 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 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.
- All refunds shall be processed by Avasam and credited to your Account.a) 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. Suppliers may offer Partial Refunds to Sellers to resolve issues related to an Order but only if this is agreed with you.
- SUPPLIER VACATIONS AND TIME AWAY
- We do not require Suppliers to provide advance 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.
- Suppliers are however required to dispatch all Orders received prior to them closing or suspending their operations.
- Whenever we are made aware of a Supplier closing or suspending their operations in advance, we will do our best to pass the same information onto you the Seller in a timely manner.i. You Sellers should place their Account on ‘holiday mode’ or inform our customer support team when you are away or unable to respond to queries raised by Suppliers.
ii. You should ensure that all queries related to Orders placed prior to going on holiday are responded to, as if not there could be a possibility that there is a delay in the dispatch of that Order.
iii. We would be grateful to receive at least two (2) Business Days advance notice of your Account being placed on ‘holiday mode’ so that we can ensure a smooth transition for you and your Suppliers.
- SELLER DISBURSEMENTS & FEES
- Any refund or credit amounts owing to you will accrue in your Account as a deposit balance.
- Sellers can request a withdrawal of all or part of the money in their Account at any time.
- We do not charge any fees for you to withdraw your funds.
- We aim to process all disbursement requests within five (5) Business Days of receipt of your withdrawal request, depending on your payment card provider.
- We will only return or refund proceeds to the payment card registered with us on your Avasam account.
- Seller disbursements may be split into multiple transactions.
- ITEM PRICING AND PRICE CHANGES
- 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 Platform.
- 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.
- While the Avasam Platform has features to notify Sellers of upwards price changes, we cannot guarantee that we will always 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.
- 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 penalties being imposed by the Sales Channel, including account suspension or termination.
- Suppliers may from time to time offer promotional or discounted prices for Items they have Listed on the Avasam Platform.a) Any such price promotions or discounts will be set in accordance with applicable UK laws or laws in the jurisdiction to which they apply.
b) You should not assume that because a price promotion or discount has been offered on the Avasam Platform that you are eligible to present the same to your End Consumers, via your own Sales Channel. The prices offered for Items via the Avasam Platform are business to business wholesale prices and not End Consumer retail prices.
c) As a Seller, it is your responsibility to comply with applicable laws relating to any price promotions and discounts based on your own product Listing and sales data.
- SELLING ON THIRD-PARTY SALES CHANNELS
- Avasam will not at any time be in possession or control of or own (legally or equitably) any of the Items.
- 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.
- 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 the terms and conditions imposed by the Sales Channel and any applicable laws including without limitation the Distance Selling Regulations and the Consumer Rights Act 2015.
- 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.
- Use of our Item Listing or Item Mapping Toolsa) It is your responsibility as a Seller to check and make sure that any Item you List using our Item Listing Tools or Item Mapping Tools has been correctly represented on your Sales Channel, including all Item Data associated with the Item. Avasam is not responsible or liable for any incorrectly Listed Items.
b) When using our Item Mapping Tools it is important that you check the Item has mapped to the correct Item on the Sales Channel, inclusive of size and colour variants. Do not simply rely of the matching of the Item barcode, Item code or SKU. Avasam is not responsible or liable for any incorrectly mapped Items.
- Third-Party Marketplace accountsa) Third-Party Marketplaces may undertake checks relating to their sellers, particularly those that list a lot of Items (for example by using bulk listing tools) soon after setting up their selling account on the Third-Party Marketplace.
b) The checks will typically include identification requests and proof of ownership for the Items listed on your account, which in the context of DropShipping (where Items are only procured and invoices generated once a sale has been made) is not always possible.
c) Therefore if you create a new selling account on any online marketplace you should start small and build up your inventory over time in order to generate a track record of sales before expanding further.
d) If you are buying and selling goods for profit, you will need to register a business account on most Third – Party Marketplaces in order to maintain compliance with their terms and conditions, and if you exceed the UK VAT threshold you must be VAT registered. Failure to follow these requirements may result in your marketplace account being suspended.
- Restricted Itemsa) Not all of our Suppliers authorise their Items to be sold on all of the Sales Channels integrated with Avasam. We therefore flag all such Restricted Items with appropriate advisory text within our catalogue search page, individual Item description pages and export files. This text will make clear any Sales Channel that a Restricted Item is not permitted to be sold on. Please carefully check for this prior to listing Items on a particular Sales Channel.
b) Sales Channels may request information from the brand owner/manufacturer (such as purchase invoices or authorisation letters) to validate the supply chain for that Item. Such requests can relate to any Item but are more common in the context of Branded Items.
c) It is important that you understand and follow the advisory text as Suppliers of Restricted Items may not be willing to provide you with support or documentation should you be required to provide such by a Sales Channel that they do not authorise you to sell on. If you are unable to provide such documentation, the Sales Channel may remove the affected listings or impose penalties such as account suspension or termination on you.
d) We strongly advise you not to list any Item that is not authorised by the Item Supplier on a given Sales Channel, particularly if it is a Branded Item.
- Marketplace performance metricsa) Sellers on Third-Party Marketplaces are expected to adhere to high customer service standards, including those related to Item dispatch times, customer queries, returns and faulty items, and the accuracy of Item data.
b) While Avasam requires equally high service standards from its Suppliers, we cannot guarantee they will always meet the standards we have set.
c) We recommend that you source Items from one or two Suppliers initially and add additional Suppliers only once you are satisfied that your Third-Party Marketplace account compliance is robust.
d) It is your responsibility as a Seller to monitor your Third-Party Marketplace account performance compliance and adjust your Supplier sourcing strategy accordingly.
- By integrating a Sales Channel with Avasam and sourcing Items to sell, you acknowledge and accept that Avasam has no control or influence over how any third- party Sales Channel is operated or managed. While we will do what we can to help you resolve any matters that might arise, Avasam is not responsible for the performance or status of your third-party Sales Channel or any potential penalties that such Sales Channel may impose on you.
- While we take measures to highlight any Restricted Items to you, there may be rare circumstances where our system incorrectly displays the status of a Restricted Item. Should we become aware of any incorrectly assigned Restricted Items, we will take immediate action to remedy this and work with you to resolve any consequence of this, however we cannot guarantee that we will always be successful. If you are in any doubt as to the status of any Item in our catalogue, we advise you to contact our support team who will provide you with a list of Suppliers who do not restrict their Items on your chosen Sales Channel.
- We recommend selling on third-party Sales Channels only if you understand the full scope of the requirements expected of you as per the Terms & Conditions of that Sales Channel.
- We recommend selling on Sales Channels only if you understand the full scope of the requirements expected of you as per the terms & conditions of that Sales Channel.
- SUPPLIER QUALIFICATION AND VERIFICATION
- Unless we specifically advise otherwise, Avasam undertakes qualification and verification checks on each Supplier that joins and Lists Items on the Avasam Platform. Our checks typically include, but are not limited to, assessing and/or undertaking the following:a) Item pricing;
b) Shipping charges;
c) Item dispatch times;
d) Customer service standards;
e) Item Data quality;
f) System integrations;
g) Company registration details;
h) VAT/tax status;
i) Registered and trading addresses;
j) Company website and online footprint;
k) Product supply chain;
l) Company financials;
m) Site visit(s);
n) Management meetings.
- Unless we specifically advise otherwise, Avasam undertakes qualification and verification checks on each Supplier that joins and Lists Items on the Avasam Platform. Our checks typically include, but are not limited to, assessing and/or undertaking the following:
- SELLER SUBSCRIPTION
- Avasam will send you an email when you place a Subscription and when you change your Subscription Level to confirm your new Subscription Level.
- Your Billing Date will be set according to the date you first purchased the Subscription.
- 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.a) If for any reason we are not able to collect a monthly Subscription Fee on the Billing Date, we may collect it on or before the next Billing Date.
b) If for any reason we are not able to collect an annual Subscription Fee on the Billing Date, we will retry three times before reserving the right to suspend access to the account pending payment. Please refer to section 16, Limitation of Liability.
- Upgrading your Subscription:a) You can upgrade your Subscription at any time from within the Avasam Platform.
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.
- Downgrading your subscription:
a) You can submit a request to downgrade your Subscription within the Avasam Platform at any time during your current Subscription Period until and including the day before the Billing Date. 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) Refunds or pro-rata refunds will not be issued in relation to the current Subscription Period.
c) 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.
- Cancelling your Subscription:
b) You can submit a request to cancel your Subscription in relation to any other Subscription Level within the Avasam Platform during your current Subscription Period until and including the day before the Billing Date. 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.
d) You will not be entitled to any refunds on the Onboarding Fee or Subscription Fee paid.
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.
- Subscriptions coupons and offer codes
a) At the discretion of Avasam, you may be offered a coupon or offer code that will allow you access to a Subscription at a discounted rate.
b) Such codes will be clearly offered for a specific combination of:i) Time periods
ii) Subscription levels
iii) Subscription period type (monthly recurring or annual)
c) Offer codes and coupons will not be honoured for any other level, and for a period beyond that which was offered.
d) If you should choose to enter and apply one of these codes, then it will take effect:i) At the next billing date for monthly billing
ii) Immediately with payment for a move to annual billing.
- You acknowledge and understand that Suppliers are free to cancel their Subscription with the Avasam Platform 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 Platform 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
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.