Customer Terms

1.Introduction

Welcome to shopetino.com
This page tells you the terms on which you may use our website shopetino.com whether as registered user or guest. Please read carefully before use.
By using the site, you accept the terms and agree to obey them. If you don't accept them, please don't use the site.

2.Who We Are

shopetino.com is operated by Shopetino Ltd, a UK Limited company registered in England under company number 10367409.
Some important details about us:
Our registered office is at: Shopetino Ltd, 3rd Floor, 207 Regent Street, London, United Kingdom, W1B 3HH
Our trading office is at: Shopetino Ltd, 3rd Floor, 207 Regent Street, London, United Kingdom, W1B 3HH
Our VAT number is: not yet applicable
Our regulator is: tbc

3.Use of the Site

You have permission for temporary use of the site, but we can withdraw or change our service at any time without telling you and without being legally responsible to you.
You must treat all identification codes, passwords and other security information as confidential. If we think you have failed to keep confidentiality, we are allowed to disable any security information (including your passwords and codes).
You agree to follow our acceptable use policy [Insert Link].
If you allow anyone else to use our site, you must make sure that they read these terms first, and that they follow them.
Only use the site as allowed by law and these terms. If you don't, we may suspend your usage, or stop it completely.
We frequently update the site and make changes to it, but we don't have to do this, and material on the site may be out-of-date. No material on the site is intended to contain advice, and you shouldn't rely on it. We exclude all legal responsibility and costs for reliance placed on the site by anyone.
We follow our privacy policy in handling information about you. You can read our policy below.
By using the site, you agree to us handling this information and confirm that data you provide is accurate.
If you order goods or services from us through the site, your order will take place under our Terms and Conditions of Supply, which you can read within the delivery and returns section.

4.Intellectual Property Rights

We are the owner or licensee of all intellectual property rights in the site (for example the copyright and any rights in the designs) and in any of the material posted on it. They are protected by copyright.
You are allowed to print one copy and download extracts of any page on the site for your personal reference, but not for commercial use without a licence from us. You must not alter anything, or use any illustrations, video, audio or photographs separately from the text that goes with them.
If you breach these terms, you lose your right to use our site, and must destroy or return any copies you have made.

5.Our Legal Responsibility to You

We do not guarantee the accuracy of material on our site. As far as legally possible, we exclude legal responsibility for the following:
Any loss to you arising from use of our site
Loss of income, profit, business, data, contracts, goodwill or savings.

We also exclude, as far as legally possible, all terms and warranties or promises implied by law or by statutes.
We don't exclude legal responsibility for death or personal injury owing to our negligence, or legal responsibility for fraud or fraudulent misrepresentation, or for anything else where exclusion is not allowed by the law.

6.Uploading to our Site

If you contact other users of our site or upload material to it, you must follow our acceptable use policy, which sets out standards for usage. You can read this policy at TBC. You agree to reimburse us for any costs or expenses we incur as a result of any breach of this term.
Material that you upload will be regarded as non-confidential and not owned. This means that we can copy it, distribute it, and show it to other people for any purpose. You agree that if anyone else claims to own the material, or says that it breaches their rights, we can give them your identity.
We won't be legally responsible to anybody for the accuracy of material that you upload to the site, and we can remove it at any time if we think it doesn't follow our acceptable use policy.

7.Computer Offences

If you do anything which is a criminal offence under a law called the Computer Misuse Act 1990, your right to use the site will end straightaway. We will report you to the relevant authorities and give them your identity.
Examples of computer misuse include introducing viruses, worms, Trojans and other technologically harmful or damaging material.
You mustn't try to get access to our site or server or any connected database or make any 'attack' on the site. We won't be legally responsible to you for any damage from viruses or other harmful material that you pick up via our site.

8.Links to Our Site

You are allowed to make a legal link to our website's homepage from your website if the content on your site meets the standards of our acceptable use policy. We can end this permission at any time.
You mustn't suggest any endorsement by us or association with us unless we agree in writing.

9.Links From Our Site

Links from our site to other sites are only for information. We don't accept responsibility for other sites or any loss you suffer from using them.

10.Variation

We change these terms from time to time and you must check them for changes because they are binding on you.

11.Trade Mark

Shopetino is our UK Registered trademark.

12.Applicable Law

12.1 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.
12.2 If any such dispute cannot be settled amicably through ordinary negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.
12.3 If the Parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may within 14 days of the date of knowledge of either event apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.
12.4 Within 14 days of the appointment of the mediator (either by mutual agreement of the Parties or by LawBite in accordance with their mediation procedure), the Parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.
12.5 All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.
12.6 If the Parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both Parties, shall be final and binding on them.
12.7 If the Parties fail to resolve the dispute(s) within 60 days (or such longer term as may be agreed between the Parties) of the mediator being appointed, or if either Party withdraws from the mediation procedure, then either Party may exercise any right to seek a remedy through arbitration by an arbitrator to be appointed by LawBite under the Rules of the LawBite Arbitration Scheme.
12.8 Any dispute shall not affect the Parties' ongoing obligations under the Agreement.
12.9 The English courts have the only right to hear claims related to our site, and all disputes are governed by English law.

13.Contact Us

Please email us at hello@shopetino.com to contact us about any issues.

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Privacy

1.Introduction

This is our privacy policy. It tells you how we collect and process data received from you on our site.
If you have any comments on this privacy policy, please email them to hello@shopetino.com.

2.Who We Are

Here are the details that the Data Protection Act 1998 says we have to give you as a 'data controller':
Our site address is shopetino.com
Our company name is Shopetino Ltd
Our registered address is Shopetino Ltd, 3rd Floor, 207 Regent Street, London, United Kingdom, W1B 3HH
Our nominated representative is Diane Bartholomew

3.What we may collect


We may collect and process thefollowing data about you:
Information you put into forms or surveys on our site at any time
A record of any correspondence between us
Details of transactions you carry out through our site
Details of your visits to our site and the resources you use
Information about your computer (e.g. your IP address, browser, operating system, etc.) for system administration and to report aggregate information to our advertisers

4.Cookies

We use cookies to distinguish users and improve our site. Please look at our Cookie Policy below for more cookie information.

5.How we use what we collect

We use information about you to:

Present site content effectively to you
Provide information, products and services that you request, or (with your consent) which we think may interest you
Carry out our contracts with you
Allow you to use our interactive services if you want to
Tell you our charges
Tell you about other goods and services that might interest you. We will also let other people do this, and we (or they) may contact you.
If you are already our customer, we will only contact you electronically about things similar to what was previously sold to you.
If you are a new customer, you will only be contacted if you agree to it.
If you don't want to be contacted for marketing purposes, please tick the relevant box that you will find on screen.
Please note: We don't identify individuals to our advertisers, but we do give them aggregate information to help them reach their target audience, and we may use information we have collected to display advertisements to that audience.

6.Where we store your data

We may transfer your collected data to storage outside the European Economic Area (EEA). It may be processed outside the EEA to fulfil your order and deal with payment.
By giving us your personal data, you agree to this arrangement. We will do what we reasonably can to keep your data secure.
Payment will be encrypted. If we give you a password, you must keep it confidential. Please don't share it. Although we try to provide protection, we cannot guarantee complete security for your data, and you take the risk that any sending of that data turns out to be not secure despite our efforts.

7.Disclosing your information

We are allowed to disclose your information in the following cases:

If we want to sell our business, or our company, we can disclose it to the potential buyer
We can disclose it to other businesses in our group
We can disclose it if we have a legal obligation to do so, or in order to protect other people's property, safety or rights
We can exchange information with others to protect against fraud or credit risks.

8.Your rights

You can ask us not to use your data for marketing. You can do this by ticking the relevant boxes on our forms, or by contacting us at any time at Shopetino Ltd, 3rd Floor, 207 Regent Street, London, United Kingdom, W1B 3HH or hello@shopetino.com
The Data Protection Act 1998 gives you the right to see information we hold about you. We can charge you a fee (currently £10) for this service.

9.Links to other sites

Please note that our terms and conditions and our policies will not apply to other websites that you get to via a link from our site.

10.Changes

If we change our Privacy Policy, we will post the changes on this page. If we decide to, we may also email you.

11.Dispute Resolution

11.1 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.
11.2 If any such dispute cannot be settled amicably through ordinary negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.
11.3 If the Parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may within 14 days of the date of knowledge of either event apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.
11.4 Within 14 days of the appointment of the mediator (either by mutual agreement of the Parties or by LawBite in accordance with their mediation procedure), the Parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.
11.5 All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.
11.6 If the Parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both Parties, shall be final and binding on them.
11.7 If the Parties fail to resolve the dispute(s) within 60 days (or such longer term as may be agreed between the Parties) of the mediator being appointed, or if either Party withdraws from the mediation procedure, then either Party may exercise any right to seek a remedy through arbitration by an arbitrator to be appointed by LawBite under the Rules of the LawBite Arbitration Scheme.
11.8 Any dispute shall not affect the Parties' ongoing obligations under the Agreement.

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Cookie policy

1.Definition

Cookies are small text files placed on your device when you visit our site.

2.How we use Cookies

We use cookies to recognise you and your preferences, improve our site's performance and collect analytical information for ourselves and our business partners.

3.'Session' and 'Persistent' Cookies

'Session cookies' allow us to track your actions during a single browsing session, but they do not remain on your device afterwards.
'Persistent cookies' remain on your device between sessions. We use them to authenticate you and to remember your preferences. We can also use them to balance the load on our servers and improve your experience on our site.
Session and persistent cookies can be either first or third party cookies. A first-party cookie is set by the website being visited; a third-party cookie is set by a different website. Both types of cookie may be used by us or our business partners.

4.Disclaimer

All our cookies fall within the classifications Strictly Necessary, Functionality and Performance. None are classified as Behavioural Targeting.
If at any time you wish to disable our cookies, you may do so through the settings on your browser [but if you do so you will not be able to use certain important features of our service].

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Supplier Terms

1. INTRODUCTION

a. We are Shopetino Limited a company registered in England and Wales with company number 10367409 whose registered office is at 3rd Floor, 207 Regent Street, London, England, W1B 3HH.

b. Please read these Terms and Conditions (“Conditions”) carefully as they govern the relationship between you (the “Supplier”) and Shopetino Ltd (“we”, “us”, the “Company”), in connection with the provision of our Services to you. 

c. We reserve the right to amend any of these Conditions and will do so by posting revisions on our Website. The Supplier acknowledges their responsibility to make regular checks of such. Where reasonably practicable, SHOPETINO shall provide not less than thirty days’ written notice to the Supplier of any material amendment to the Conditions or the Charges. Notwithstanding the foregoing, SHOPETINO reserves the right to make amendments to the Conditions from time to time without notice, or providing less than the thirty days’ notice, to the Supplier, where SHOPETINO reasonably considers:

i) such changes not to be material; or
ii) that it is otherwise not reasonably practicable to provide thirty days’ written notice.

2. DEFINITIONS AND INTERPRETATION

In these Conditions, the following words shall have the following meanings only and shall not affect the interpretation or construction of the Conditions:
“Cancellable Product” means any Product other than a Non-Cancellable Product;
"Charges" means the charges detailed in clause 14 of these Conditions and notified to you by SHOPETINO in writing;
"Conditions" means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions;
“Confidential Information” means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets, software, intentions and marketing opportunities of either party;
"Currency Conversion Fee" means the currency conversion fee referred to in clause 14 (Charges);
"Customer" means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from the Supplier through the Site;
"Customer Feedback" means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by the Supplier in respect of a particular transaction with that Customer (including in respect of any communications with the Supplier), which may include any opinions about the Supplier;
"Customer Terms" means the terms and conditions relating to a Customer set out here;
"Documentation" means any user guide, information or other material provided by SHOPETINO to prospective or existing Suppliers, in hard copy or electronic form, relating to the Service or Product;
"Exclusive" means the sale of a Product on the SHOPETINO Website only, and not through any other online or offline channel, including the Supplier’s own website (if applicable).
"IPR" means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;
"Gift Voucher Funds" means an amount paid by the Customer to SHOPETINO as principle as payment for a gift voucher made available by SHOPETINO through the SHOPETINO Website;
"Non-Cancellable Product” has the meaning ascribed to it in paragraph A.vi of Clause 8 (Returns & Refunds)
"Website" means http://www.shopetino.com or such other worldwide web address that SHOPETINO in its sole discretion selects as a replacement;
"Site" means the online ecommerce store provided by SHOPETINO through the SHOPETINO Website to provide a platform to facilitate the promotion and sale of Suppliers' Products;
"Policies" means any policy (including any guides relating to content and style) which may be notified and made available to the Supplier by SHOPETINO through the website and email from time to time;
"Products" means the goods, services or information that Suppliers wish to promote and sell through the Site;
“Product Page” means the particular web page on the Website displaying the Supplier’s Information on which an individual Product is displayed and the relevant information relating to that Product as provided;
“Reactivation Fee” has the meaning ascribed to it in Clause 5 of these Conditions under Product Listing and Categorisation;
"Refund Fee" has the meaning ascribed to it in Clause 14.D of these Conditions;
"Renewal Date" means twelve months from the commencement of these Conditions in accordance with Clause 3, or such other period as may be advised by SHOPETINO in writing, and each anniversary thereafter;
“Response” means a response by the Supplier to any Customer Feedback;
"Returns & Refunds Procedures" means the procedures set out in Clause 8 (Returns and Refunds) of these Conditions or as may be updated by SHOPETINO from time to time and displayed within the Customer Terms;
"Supplier" means a person whose registration to the Site has been accepted by SHOPETINO, and who sells its Products through the Site via Shopetino;
"Supplier Information" means information, data or content provided by the Supplier in any form or medium, whether or not such information is owned by the Supplier, contained in the Registration Form or given by the Supplier to SHOPETINO for whatever purpose, whether directly or on the Supplier’s behalf to be used for the purposes of display on the Website or for any other means;
"Service" means the Site and other services provided by SHOPETINO, as further described in these Conditions;
"Single Commission Fee" has the meaning ascribed to it in Clause 8(iv) and 14.C of these Conditions and is more particularly delineated in the registration pack sent to the Supplier;
"Software" means any software installed by or on behalf of SHOPETINO that permits Suppliers to access and trade through the Site;
"Subscription Fee" has the meaning ascribed to it in clause 14 (Charges) and is more particularly delineated in the registration pack sent to the Supplier;
"Term" means a period of twelve months, unless another period is agreed in writing by SHOPETINO, from either (a) the date when the contract is concluded between SHOPETINO and the Supplier in accordance with Clause 3.A or (b) a subsequent Renewal Date;
"Value Added Tax" means value added, sales or services tax, or any similar local tax imposed in any jurisdiction;
"Virus" means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;
‘Widely Available Channel’ means a sales channel which meets one or more of the ‘Widely Available’ measures, as notified to you by SHOPETINO in writing and updated from time to time; and
“Working Day” means any day other than a Saturday or Sunday on which banks are open for business in England and Wales.

References to the singular include the plural and vice versa and references to any gender include every gender.
References to a “person” include any individual, body corporate, association, partnership, firm, trust, organization, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality).
References to any statute or statutory provision shall include any subordinate legislation as modified, amended, extended, consolidated, re-enacted, and/or replaced and in force from time to time.
An obligation on a party to procure or ensure performance or standing of another person shall be construed as a primary obligation of that party.
Any words following the words “include”, “includes”, “including”, “in particular”, or any similar words or expressions shall be construed without limitation and accordingly shall not limit the meaning of the words preceding them.

3. TERM AND TERMINATION

a. Term meaning the duration of these Conditions shall commence after:
i. the Supplier sends to us a Registration Formcompleted to our satisfaction; and
ii. we notify you in writing of our acceptance which remains entirely at our discretion;
iii. and the Subscription Fee (if payable in accordance with Clause 14.C.) has been paid by the Supplier.
b. Without prejudice to either party's right to terminate the Conditions under the remainder of this clause 3, these Conditions shall continue in force unless and until either party notifies the other giving no less than 30 days notice in writing prior to the expiry of the current Term.
c. SHOPETINO may immediately suspend provision of the Service or terminate the Conditions without liability to SHOPETINO by notifying the Supplier in writing if:
i. theSupplierbreaches the Conditions in any material way (including a material breach of any of the Policies) and, if capable of remedy, fails to remedy the breach within fourteen (14) days of a written notice to do so;
ii. theSupplier fails to pay any Charges payable to SHOPETINO within seven working days of its due date for payment under these Conditions;
iii. theSupplier is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Supplier; or
iv. inSHOPETINO's sole discretion, a Supplier's eligibility or suitability to be listed on the Site, or otherwise receive the Service, changes.
d. Notwithstanding any such termination or suspension in accordance with the foregoing clause:
i. theSupplier shall pay SHOPETINO all Charges due up to and including the date of suspension or termination; and
ii. termination of this agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.

4. THE SERVICE PROVIDED BY US

a. Following commencement of the Term, SHOPETINO will:
i. provide the Service with reasonable skill and care; and
ii. use reasonable endeavors to restore any faults in the Service as soon as reasonably practicable. The Supplier acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside SHOPETINO's control, and that it is technically impossible to provide the Service entirely free of fault at all times.
b. SHOPETINO reserves the right to revise or alter the Service at any time. Any variation in the Service will be subject to the Conditions.
c. The Site provides a platform to allow Suppliers to offer and sell their Products directly to Customers. In doing so, the Supplierauthorizes and appoints SHOPETINO as its commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between the Supplier and Customers via the SHOPETINO Services and SHOPETINO accepts this appointment on the terms of these Conditions. As part of this process:
i. any contract to sell and buy Products is made only between the Supplier and Customer concerned. Privity of contract exists between You and the Customer and SHOPETINO is not a party to any such contract;
ii. SHOPETINO facilitates the negotiation of the sale of Products between Customers and Suppliers through the use of the website and e-mail communication services operated and managed by SHOPETINO, together with the SHOPETINO Services that contribute to increasing the Supplier’s goodwill, promote the Supplier’s Products and generally encourage Customers to place orders with Suppliers.
iii. We do not own or come into possession of any of the Products offered for sale through the SHOPETINO Website at any time.
d. The Supplier hereby acknowledges that SHOPETINO has sole and complete discretion as to whether to invite or select prospective Suppliers to register to use of our Service.
e. The Site provides a system of Customer Feedback, which may be obtained and/or facilitated by a third party service provider selected by SHOPETINO (the “Third Party”). By using the Site and Service the Supplier agrees that:
i. SHOPETINO and/or the Third Party may, in its discretion, post on the Supplier’s relevant Product Page and on the Third Party website any and all Customer Feedback relating to the transaction in question for a period of up to two (2) years after SHOPETINO and/or the Third Party receives such Customer Feedback;
ii. Following the provision of any Customer Feedback, SHOPETINO shall make such Customer Feedback available to the Supplier email. The Supplier may submit a Response to any negative Customer Feedback email toSHOPETINO, and SHOPETINO and any Third Party will display any such Response with reasonable prominence and proximity to the corresponding Customer Feedback. The Supplier agrees that it shall not contact any Customer directly, whether through an order or product enquiry or otherwise in response to any Customer Feedback.
iii. The Supplier will ensure that any Response is true and accurate and not misleading in any way, and does not contain any material that may be construed as offensive, defamatory or unlawful.
iv. SHOPETINO may, in its sole discretion and in accordance with the applicable terms and conditions of any Third Party elect to amend, or not to post, any Response that SHOPETINO and/or the Third Party consider, in their sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.
f. SHOPETINO may from time to time introduce a Supplier to third parties with whom special terms have been arranged unique to Suppliers. Any contract entered into between Suppliers and any such third party is concluded directly between the Supplier and the third party concerned and, except as expressly set out in these Supplier Terms, SHOPETINO cannot be involved in the fulfillment or liability for any such contracts.
g. In certain circumstances the Supplier may have a Product for sale via SHOPETINO on a time barred exclusive basis over a period of 8 weeks. This Product will be exclusive to SHOPETINO and no other retailer or the Supplier themselves.

5. SUPPLIER’S OBLIGATIONS

TECHNICAL
a. The Supplier warrants that:
i) it is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or the Republic of Ireland; and
b. it holds a trading (operating) address in the United Kingdom or the Republic of Ireland.
c. The Supplier hereby undertakes to:
i. establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device;
ii. ensure that at all times all computer hardware and software it uses to access and operate with the Site is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and
iii. to ensure that information supplied electronically to SHOPETINO and to the SHOPETINO Website is submitted free from Viruses;
iv. SHOPETINO has no responsibility for the provision, support and maintenance of any of the Supplier's hardware or software used to provide the Supplier with access to the internet or the SHOPETINO Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Supplier.
SECURITY
a. The Supplier:
i.in line with clause 4(a)(i) is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service(which responsibility shall include the obligation to change passwords on a regular basis) and shall inform SHOPETINO immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;
ii. shall inform SHOPETINO immediately if the Supplier forgets or loses a password and must satisfy such security checks as SHOPETINO may operate in order to obtain a new password; and
iii.shall ensure that the emails and its content remains entirely confidential, and that no other person beside those in the Supplier's employment has sight of the emails or any of its content.
b. SHOPETINO reserves the right to immediately suspend access to the Service if we believe there to be a breach of security or potential breach of security and in each case We will notify the Supplier of the suspension and any steps to be taken by it as soon as reasonably practicable; and
YOUR SUPPLIER INFORMATION
a. SHOPETINO has absolute discretion as to:
i. their Website and all content to include any Supplier Information howsoever displayed;and
ii. the Product as shown as set live or otherwise on the Website and the right to remove any Product.
b. The Supplier shall:
i. ensure that its product maintains a high standard of presentation in the Supplier Information it transmits to SHOPETINO for publication by them on their Website and at all times accords with any applicable guidelines notified to it from time to time by SHOPETINO, including in relation to the form and content of copy and product imagery;
ii. comply with reasonable instructions from SHOPETINO concerning its presentation of Supplier Information.
iii. Any failure to maintain suitably high standards of product presentation may result in the de-activation of the relevant Product Page(s) in the first instance. SHOPETINO reserves the right, in its sole discretion, to de-activate such until standards have been improved.
iv. The Supplier shall ensure that all Supplier Information provided about itself and the Products to SHOPETINO on the SHOPETINO Websiteis and remains true, accurate, current and complete by making regular checks;
c. Without prejudice to the Supplier's obligation to comply with any Policies, the Supplier undertakes and agrees that none of its Supplier Information nor any of the Supplier's activities or use of our Websitewill:
i. be false, inaccurate or misleading;
ii. be offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;
iii. be in breach of any applicable law or regulation;
iv. adversely affect the reputation of SHOPETINO or the SHOPETINO brand;
v. create, or be likely to create, liability for SHOPETINO or cause SHOPETINO to lose (in whole or in part) the services of its internet service or other suppliers;
vi. contain any Virus; and
vii. cause the Site or their functionality to be interrupted, damaged or impaired in any way.
d. The Supplier shall:
i. where applicable, state clearly to SHOPETINO on the relevant Product page that a Product is a personalised or specially-made Product, and/or that such Product requires a Customer approval of proof prior to its production by the Supplier, and shall display the relevant corresponding delivery times;
ii. if a Product is a Non-Cancellable Product, state clearly to Shopetino viaemail so that it can be highlighted on the relevant Product page that such product cannot be cancelled by the Customer; and
iii. confirm the Supplier's expected delivery times and postage and packing costs, so that this can be displayed on the appropriate areas of the Website.
e. The Supplier shall not include within its Supplier Information as displayed on the website or any other place on our Website or in any other means of communication with the Customer:
i. any direct or indirect link to other websites including the Supplier's own website;
ii. its email address; or
iii. any other means by which a Customer could communicate directly with the Supplier, other than through an email to Shopetino.
f. Suppliers may notify SHOPETINO to amend and update information about their Products displayed on the Site and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies they send to SHOPETINO.

STOCKINFORMATION AND AVAILABILITY
a. The Supplier shall accurately inform Shopetino of stock availability for all Products and shall update such stock availability regularly using the 'out of stock' and 'is available' communications via email.
b. Where new stock to replace ‘out of stock’ Products is due to be available to the customer within four weeks, it must be communicated so that it can be stated on the SHOPETINO Website the date on which it expects that stock to become available.
c. Once the final piece of stock of any Product has been sold and is to be discontinued, the Supplier must mark that item as discontinued viaemail, as soon as possible.
d. Products that are awaiting stock, may be removed by SHOPETINO, if they are awaiting stock for prolonged periods (four weeks or more) until they become available again.
e. If a Customer places an order for an item which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, then we reserve the right to still charge the Single Commission Fee on that order.
PRICING AND CHARGES
a. The Supplier's prices as shown on the SHOPETINO Website are fully inclusive of all taxes and additional charges. The only exception to this is postage and packing which, if such charges apply the Supplier will show separately and notify SHOPETINO as such.
b. Where the Supplier is VAT registered VAT shall be set and payable in addition to the price and in the manner and at the rate prescribed by law at that time. The Supplier alone is responsible for their own VAT compliance, accounting and regulations.
PRODUCT LISTING AND CATEGORISATION
a. The Supplier shall supply the agreed Product range and work cooperatively with us so that SHOPETINO is able to set the Supplier’s Information live on the SHOPETINO Website within three (3) months of registration. Failure to do so entitles us to suspend the Supplier’s registration and charge the Supplier a Re-activation Fee as detailed below or such other amount as may be notified to the Supplier from time to time. SHOPETINO shall retain sole discretion as to whether to accept a Supplier’s request for re-activation.

b. The Supplier may apply for a Product to be featured in one or more online catalogue categories, and SHOPETINO shall retain absolute discretion as to which category is the most appropriate for a given Product.

c. The Supplier acknowledges that if a Supplier wishes to promote via SHOPETINO the same Product(s) on the SHOPETINO Website as another Supplier, it shall be solely the responsibility of the relevant Suppliers to resolve between themselves any conflict, whether with regard to IPR or other, that arises in this respect. SHOPETINO shall have no liability for any such scenario or any issues arising from it.

COMPLIANCE WITH LAWS

i. The Supplier shall comply at all times with all applicable laws and regulations including:
(a) UK and EU anti-trust and competition laws;
(b) all product safety and product marking laws and regulations, and Trading Standards requirements in respect of the manufacture, packaging, marking, certification (including, without limitation, CE marking) and delivery of the Products it sells;
(c) the Modern Slavery Act 2015; and
(d) the Bribery Act 2010 (“Bribery Act”).
ii. In relation to the Supplier’s obligations under the UK and EU anti-trust and competition laws, the Supplier shall not exchange (or attempt to exchange) any commercially sensitive information, including information on any current or future commercial strategies, costs and/or pricing, with any other Supplier.
iii. In relation to the Bribery Act, the Supplier shall:
(a) not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK;
(b) maintain in place throughout the Term (and enforce where appropriate) its own policies and procedures to ensure compliance with the Bribery Act;
(c) promptly report to SHOPETINO any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these Conditions; and
(d) ensure that it imposes written terms on any sub-contractor connected with the matters arising under these Conditions which are at least equivalent to those imposed on the Supplier in this clause.
iv. Where required by applicable laws and regulations, appropriate instructions shall be included with the Product to ensure the safe use of the Products.
v. Products promoted on the SHOPETINO Website that are perishable or edible, and cosmetics designed for topical application to the skin, may not be delivered to any address outside of the UK.
vi. The Supplier shall inform SHOPETINO as soon as reasonably practicable upon becoming aware of any claim against SHOPETINO or the Supplier arising out of or in connection with any defect in its Products, or any failure by the Supplier to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.
vii. The Supplier shall indemnify and hold harmless SHOPETINO against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim envisaged under this Clause 5.D. or paid or agreed to be paid by SHOPETINO in settlement of the claim and all legal or other expenses incurred by SHOPETINO in or about the defence or settlement of the claim. SHOPETINO shall notify the Supplier in writing as soon as practicable after becoming aware of the claim.
viii. The Supplier shall maintain at all times, at its own expense and with reputable insurers appropriate insurance in relation to its business. The Supplier shall, upon written request from SHOPETINO, provide SHOPETINO with any information it reasonably requires concerning the scope of such insurance together with any relevant certificates of currency.
ix. The Supplier shall comply with SHOPETINO' reasonable instructions relating to any product recall and in any event SHOPETINO reserves the right to take immediate and exclusive conduct of the product recall on notice to the Supplier, in which case the Supplier shall give such assistance as SHOPETINO may reasonably require.
x. The Supplier shall maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.

SUSPENSION OF SERVICE

SHOPETINO may immediately suspend or terminate the Supplier's subscription and use of the Service in the event SHOPETINO reasonably believes or suspects that any Supplier Information does not comply with the provisions of this clause.

6. WHERE YOU MAKE YOUR PRODUCTS AVAILABLE

A. The Supplier may sell Products (which, for the avoidance of doubt, means those of its products that it makes available for sale on the Site) through any other sales, promotional and social media channels it chooses or their own websites subject to the provisions of clauses below however the Supplier agrees that from time to time it will not sell its Products (as defined in Clause 6.A) through any Widely Available Channel, unless permission is sought and granted from SHOPETINO.
B. Any approval referred to above is likely to be withheld if SHOPETINO considers, in its sole discretion, that the sales means is competitive to the SHOPETINO Website.
C. Any breach of this Clause 6 shall be deemed to be a material breach and SHOPETINO reserves the right to suspend the relevant Product from the Site for such period as the breach continues.
D. If the Supplier chooses to mark a Product as “Exclusive” through the Site, that Product shall, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an Exclusive basis, as defined in clause 2 of these Conditions.

7. ORDERS AND YOUR RELATIONSHIP WITH THE CUSTOMER

A. THE CONTRACT OF SALE
i. The Supplier acknowledges and agrees that following acceptance of an order through an email, such an acceptance is also deemed to be an irrevocable instruction by the Supplier to SHOPETINO to conclude a contract of sale between the Supplier and the Customer. The contract of sale between the Supplier and the Customer is concluded when SHOPETINO (acting as the commercial agent of the Supplier) sends an order confirmation email to the Customer, and SHOPETINO has no responsibility for the performance of any such contract.
ii. The Supplier acknowledges and agrees that the terms and conditions relating to any such contract shall comprise of the Customer Terms, the email confirmation relating to the Customer's order and the applicable details on the relevant Product page. The Supplier agrees to be bound by all such provisions.

B. PROCESSING CUSTOMER ORDERS

i. Following acceptance of an order through Shopetino, SHOPETINOshall:
a. fulfill the Customer order as soon as reasonably practicable;
b. confirm to the Customer the time and method of dispatch;
c. dispatch the Customer order to ensure that it reaches the Customer within the timelines advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;
d. notify the Customer promptly via Shopetino at each of the following stages:
i. receipt of order notification, with an estimated dispatch date;
ii. dispatch of an order with an expected delivery date;
iii. any enquiries relating to the order;
iv. receipt of an item that has been returned to the Supplier; and
v. processing of an exchange or refund.

C. COMMUNICATION WITH CUSTOMERS

i. weshall ensure that any and all correspondence with any Customer shall:
a. be solely for the purposes of processing and/or progressing a Customer order;
b. be via an email through SHOPETINO or, if that is not possible, then at all times include a reference to shopetino.com;
c. not include any reference to the Supplier's own website, email address, other correspondence address or any other promotion of services outside those offered through or by SHOPETINO.
ii. The obligations under Clause 7.C.i shall include any material included with the dispatch of a Customer’s order. SHOPETINO shall make relevant materials available to purchase via email to help the Supplier to fulfil this obligation.

8. RETURNS AND REFUNDS

i. Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided to a Customer shall be dealt with directly via Shopetino.
ii. Following receipt of a request for a refund or return SHOPTETINO will (directly or via the Cancellation Form) initiate the refund directly.
iii. Subject to the provisions of the Returns & Refunds Procedures, SHOPETINO shall approve such refund.
iv. SHOPTEINOshall ensure that returns and refunds to the Customer shall be processed in accordance with the following terms and conditions:
a. By law, the Customer may not cancel, return or obtain a refund in relation to the following Products (each a "Non-cancellable Product"), unless such Product is faulty:
i. Personalised items that are specifically made to a Customer's specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components. SHOPETINO shall determine in its sole discretion as to whether a Product is or is not a personalised item. For the avoidance of doubt, items with hygiene seals are a Cancellable Product unless they are personalised items;
ii. Perishable items, including food and flowers;
iii. audio or video recordings or computer software which a Customer has unsealed;
iv. newspapers, periodicals or magazines; and
v. items that by their nature cannot be returned, such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied (e.g. nylon tights),
b. subject to paragraphs c., d. and e. of this clause 8, SHOPETINOshall provide Customers with a 28 day period from the receipt of a Cancellable Product in which Customers can cancel their order and return the Product to the Supplier and obtain a full refund, including delivery charges;
c. for the purposes of a monthly gifting Product, a Cancellable Product shall be the first of the series of Products sent to the recipient by the Supplier;
d. if the Customer requests a refund for a Cancellable Product then such refund shall be processed by SHOPETINO (or SHOPETINO, in line with paragraph 8.A.j below) as soon as possible and in any case no later than:
i. 14 days after the day the returned product is received by the Supplier; or
ii. if earlier, 14 days after the date the Customer provides evidence that they have returned the product to the Supplier;
e. SHOPETINO shall provide an address in the United Kingdom to which a Customer may return a Cancellable Product;
f. a Refund Fee will be charged to the Supplier by SHOPETINO for any item returned and refunded in accordance with this policy. The Refund Fee is not refundable;
g. SHOPETINO may process a refund for a Product as the Supplier’s payment agent to a Customer where:
i. theSupplier asks SHOPETINO to process such refund to a Customer from funds of the Supplier held by SHOPETINO, or upon payment of such refund amounts to SHOPETINO by the Supplier (including the applicable Refund Fee)

9 DELIVERY AND FULFILMENT

Supplier shall at all times comply with full delivery of products to SHOPETINO to include all delivery charges. Title to goods passes to SHOPETINO on physical receipt of any product andthis does not include any Royal Mail or courier delivery ticket or card.

10. YOUR USE OF THE SHOPETINO WEBSITE

i. The Supplier shall not:
a. Use theSHOPETINO Website beyond the scope of use set out in these Conditions;
b. Access the Websiteunlawfully, modify or make derivative works based on the Website nor attempt to reverse engineer or access such with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the Website. The Supplier acknowledges that damages may not provide an adequate remedy for breach of this clause and that SHOPETINO shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause.
ii. The Supplier fully acknowledges that the IPR in the Website is vested exclusively in SHOPETINO and nothing in the Conditions shall be deemed to vest any rights in the Website in the Supplier.

11. YOUR BEHAVIOUR AND CONDUCT

The Supplier shall conduct itself at all times in its relations with SHOPETINO and SHOPETINO' staff, Customers and other Suppliers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any channel be tolerated and SHOPETINO reserves the right to immediately suspend or terminate the Conditions in the event of any breach by the Supplier of this clause.

12. INTELLECTUAL PROPERTY RIGHTS

A. SHOPETINO’ IPR
i. The Supplierrecognises that the IPR in the SHOPETINO name, logo or branding are owned entirely by SHOPETINO, and agrees that it may only use the SHOPETINO name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of SHOPETINO.
ii. All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of SHOPETINO or its licensors as appropriate.
iii. Any IPR created by SHOPETINO in the course of the performance of these Conditions or otherwise in the provision of the Service shall remain the property of SHOPETINO.
iv. SHOPETINO hereby grants to the Supplier a non-exclusive, non-transferable revocable and limited licence for the duration of the Conditions only to use any Software or Documentation for the sole purpose of accessing and using the Service. Subject thereto, nothing in the Conditions shall be deemed to have given the Supplier a licence or any other right to use any of SHOPETINO' IPR.
v. Where photographs or images of the Supplier's Products are produced by SHOPETINO or its agents, any such images may not be used by the Supplier for any purpose other than for display on the SHOPETINO Website or in printed material produced by SHOPETINO. SHOPETINO reserves the right to charge the Supplier a licence fee in respect of any use of such photographs or images in contravention of this clause.
vi. The Supplier may not bid on the SHOPETINO Website name, SHOPETINO brand or brand name, or variations of them, on Google or any other search engines.

B. IPR IN AND RELATING TO YOUR PRODUCTS
i. The Supplier warrants that:
a. it is the legal beneficial owner of all of the IPR in and relating to the Products (which includes the data and information, including Supplier Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to SHOPETINO, and/or that it possesses a valid licence to use any and all such IPR; and
b. the making of Products available for sale on the Site, and consequent use of the Supplier’s IPR by SHOPETINO will not infringe any IPR owned by any third party, and there is and will be no claim against SHOPETINO by any third party arising in relation to the use of such IPR;
c. all items offered for sale by the Supplier are not replica or design copies of any other brand, designer or manufacturer.
ii. The Supplier permits SHOPETINO to access and use any content that appears on the Supplier's Information or in any other promotional material in SHOPETINO's own editorial content or promotional activity relating to the Supplier, its business and Products.
iii. The Supplier shall indemnify and hold SHOPETINO harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of Clause 12.B.i in respect of any claim or action that the normal operation, possession or use of those IPR by SHOPETINO infringes a third party's rights ("IPR Infringement Claim").
iv. In the event of an IPR Infringement Claim the Supplier shall forthwith make without charge to SHOPETINO such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing.
v. SHOPETINO shall notify the Supplier as soon as reasonably practicable if it becomes aware of any IPR Infringement Claim by a third party.
vi. SHOPETINO shall be entitled to take sole conduct of the defence to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. The Supplier shall give SHOPETINO such assistance as it shall reasonably require in respect of the conduct of the said defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
vii. At the request of SHOPETINO, the Supplier shall take the conduct of the defence to any claim or action in respect of any IPR Infringement Claim. The Supplier shall not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon the express written instructions of SHOPETINO, such instructions not to be unreasonably withheld or delayed.

C. USE OF YOUR INFORMATION

i. The Supplier grants to SHOPETINO a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use, licence, disclose and distribute any information (including Supplier Information), data, comments or images provided by the Supplier to SHOPETINO for any purpose (including disclosing information to third party service providers so that they can contact you directly about their products and/or services). The Supplier hereby waives their rights to be acknowledged as the author of their Supplier Information and to object to the use, in whatever form, of their Supplier Information by SHOPETINO.

D. SURVIVAL OF TERMINATION

This Clause 12 shall survive termination or expiry of these Conditions howsoever arising.

13. MARKETING AND PROMOTIONS

A. From time to time SHOPETINO may run promotions on all or part of the SHOPETINO Website. Any such promotions shall be separate, and in addition to, any promotions operated by Suppliers via their Supplier Information displayed on the Website, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the SHOPETINO Website. SHOPETINO shall, where relevant and applicable to the Supplier and/or its Products, inform the Supplier of the nature and terms of any promotion and, at SHOPETINO’ sole discretion:
i. SHOPETINO shall bear the costs of any such promotion; or
ii. whereSHOPETINO requires the Supplier to bear the costs of any promotion, the Supplier shall inform SHOPETINO in writing whether or not it wishes to participate in the relevant promotion.
B. The Supplier shall permit, comply and co-operate with all activities undertaken by SHOPETINO to promote, sell or market the Supplier’s Products, in such form and manner as SHOPETINO in its sole discretion deems appropriate, whether directly through the Site or the SHOPETINO Website, through any offline publications produced by SHOPETINO, or through websites or offline publications not produced, owned or operated by SHOPETINO.

14. CHARGES

A. GENERAL

i. The Supplier shall pay any and all Charges in accordance with these Conditions.
ii. The relevant Charges shall be as notified to the Supplier and updated by SHOPETINO from time to time in accordance with these Conditions.
iii. Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Supplier shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.
iv. The Supplier shall make all payments to SHOPETINO due under the Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
v. If any sum due from the Supplier to SHOPETINO under these Conditions is not paid on or before the due date for payment, then all sums then owing by the Supplier to SHOPETINO shall become due and payable immediately and, without prejudice to any other right or remedy available to SHOPETINO, SHOPETINO shall be entitled to:
a. cancel or suspend its performance of the Conditions or any order, including suspending provision of the Service, until arrangements as to payment or credit have been established which are satisfactory to SHOPETINO; and
b. add interest on a daily accruing rate based on the Bank of England Base Rate at that time and charge the Supplier the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

B. BREAKDOWN OF THE CHARGES

i. The Charges comprise, as relevant and applicable:
a. the Single Commission Fee;
b. the Subscription Fee;
c. the Refund Fee;and
d. Currency Conversion Fee.

C. SINGLE COMMISSION FEE

i. The Single Commission Fee payable by the Supplier shall be as notified to the Supplier by SHOPETINO in writing at the time of inviting the Supplier to participate in the Site, or as may be amended in accordance with this clause or as defined.
ii. A Single Commission Fee is payable by the Supplier on the value of the total amount payable by a Customer in relation to a Product sold through the SHOPETINO Website by the Supplier. The Single Commission Fee is calculated as a percentage of the value of a Product, including the delivery charges applying to that Product.
iii. If applicable, the Single Commission Fee may be reduced from time to time and by agreement with SHOPETINO in writing, subject to the availability of any such reduction, as notified to the Supplier via the emails from time to time.
iv. SHOPETINO will refund monies paid and received by them in respect of sold Products that are subsequently returned by the Customer and authorised for refund by the Supplier using the designated email.

D. SUBSCRIPTION FEES

i. SHOPETINO reserves the right to charge the Supplier a monthly or annual Subscription Fee upon providing the Supplier with 30 days’ written notice.

E. REFUND FEES

i. The Supplier shall pay a Refund Fee to SHOPETINO where the price paid for a Product sold through the SHOPETINO Website is refunded to the Customer. The Refund Fee is not refundable under any circumstances.
ii. The Refund Fee is 2.5% of the total amount refunded, or such other amount as may be notified to the Supplier by SHOPETINO from time to time.

F.CURRENCY CONVERSION FEE

i. If SHOPETINO’s payment to the Supplier below involves a currency conversion, it will be completed at a foreign exchange rate determined by a financial institution, which is adjusted regularly based on market conditions and which may be applied immediately and without notice to the Supplier. This exchange rate includes a processing fee expressed as 2% above the wholesale exchange rate at which SHOPETINO obtains foreign currency, and the processing fee is retained by SHOPETINO.

G. HOW PAYMENT IS MADE TO YOU

i. As part of the Supplier’s appointment of SHOPETINO as its commercial agent (as set out in clause 4C of these Conditions), the Supplier agrees that SHOPETINO also acts as the Supplier's exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by the Supplier via the Site (or any other sales channel which SHOPETINO may offer to the Supplier from time to time). In respect of SHOPETINO gift vouchers, this paragraph is modified by clause 14.I.v.
ii.TheSupplier and SHOPETINO acknowledge and agree that except as otherwise provided in these Conditions (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, SHOPETINO, acting as the Supplier's commercial agent, is neither the buyer nor the Supplier of the Product(s) and is not a party to the contract of sale of Product(s) between the Supplier and the Customer.
iii. Payments for Product(s) will be made directly by a Customer to SHOPETINO (acting as commercial agent of the applicable Supplier), following the Supplier confirming its acceptance of the order to SHOPETINO using the Supplier email and the relevant transaction being recorded on the Supplier’s designated email. The Supplier must check their email daily for alert of new orders. The Supplier agrees that the Customer’s obligation to pay the Supplier for Product(s) is satisfied when the Customer validly pays SHOPETINO for the applicable Product(s), or where pursuant to paragraph (v), following a request by a Customer to redeem a gift voucher, SHOPETINO applies its Gift Voucher Funds against the purchase price. The Supplier further agrees that it will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any merchant processing provider or gateway) for payment of a Product if the Customer has validly paid SHOPETINO in the manner referred to in this clause or SHOPETINO has credited funds to the Supplier in recognition of a voucher pursuant to clause 14.f.v.
iv. Payment for Product(s) by Customers through the SHOPETINO Website will be through payment methods made available from time to time, using SHOPETINO's current online merchant processing provider.
v. SHOPETINO may offer gift vouchers to Customers that are available for redemption against SHOPETINO (whether by the original Customer purchaser or their nominated Customer beneficiary). Supplier acknowledges and agrees that: (i) any purchase and redemption of a SHOPETINO gift voucher is as between the Customer and SHOPETINO; (ii) the Supplier does not accept any gift vouchers as a means of payment or value; and (iii) where SHOPETINO accepts redemption of a gift voucher it does so as principal and not as the agent of the Supplier. If a Customer redeems a gift voucher, SHOPETINO will then apply an equivalent sum to the relevant purchase from its Gift Voucher Funds in settlement of the amount due to the Supplier. Any shortfall shall be paid for by the Customer using SHOPETINO's current online payment processing system.
vi. SHOPETINO shall pay the Supplier for the relevant transaction less the Single Commission Fee weekly, up to 30 days in arrears following acceptance of an order by the Supplier through email. Unless otherwise agreed by SHOPETINO and the Supplier, any payments made by SHOPETINO to the Supplier will be in the domestic currency of the region where the Supplier’s bank account nominated to receive such payments is held and which may also be subject to the Currency Conversion Fee.
vii. From time to time SHOPETINO may retain a portion of the payment due to the Supplier in order to provide for refunds due or expected to be due to a Customer in the ensuing period. Each such retention will be held for no longer than eight weeks before being repaid to the Supplier.
viii. The Supplier shall provide such of their banking details as are required or requested by SHOPETINO, in order that payment may be processed to the Supplier in respect of any Products sold.
ix. The Supplier shall ensure the banking details referred to in Clause 14.f.viii are kept up-to-date, and shall notify SHOPETINO of any changes on the next Working Day. The Supplier shall be responsible for paying any banking charges or other administrative expenses incurred by SHOPETINO as a result of any inaccuracies in any such information.

15. CONFIDENTIALITY

A. The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the SupplierauthorisesSHOPETINO (including its employees, agents and contractors) to hold and process Supplier Information.
B. The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:
i. is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;
ii. was lawfully in the possession of the recipient before the disclosure under the Conditions took place;
iii. was independently disclosed to it by a third party entitled to disclose the same;
iv. was disclosed in accordance with Clause 12.C.i; or
v. is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
C. The obligations of confidentiality under the Conditions shall remain in effect for two (2) years after the termination or expiry of the Conditions, howsoever arising.

16. EXCLUSION AND LIMITATION OF LIABILITY

A. Nothing in these Conditions excludes or limits the liability of SHOPETINO for death or personal injury caused by SHOPETINO' negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
B. Subject to Clause 16.A, SHOPETINO' total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Conditions, shall be limited in aggregate to a maximum of £10,000.
C. Subject to Clause 16.A, SHOPETINO shall not be liable to the Supplier for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Conditions, or for any liability incurred by the Supplier to a Customer, or to any other person howsoever, arising from the provision of the Service or otherwise.

17. GENERAL

A. The Supplier shall not be entitled to assign, charge, subcontract or transfer this agreement or any part of it without the prior written consent of SHOPETINO. For example, and this does not in any way constitute an exhaustive list, if the Supplier wishes to subcontract its obligations under this agreement to a third party service provider, or the Supplier wishes to sell all or part of its assets to a third party, the prior written consent of SHOPETINO shall be required in order to do so.
B. SHOPETINO may assign, charge, subcontract or transfer this agreement or any part of it to any person.
C. Except with respect to the persons referred to in clause 12.C.i., no term of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor or either SHOPETINO or the Supplier) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes the rights of SHOPETINO when acting as payment agent of any Supplier.
D. SHOPETINO reserves the right to suspend or to cancel the Conditions in whole or in part (without liability to SHOPETINO) if it is prevented from or delayed in the carrying on of its business and its obligations under the Conditions due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of SHOPETINO continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Conditions.
E. A waiver by either party of any breach of the Conditions, or delay in enforcing any breach, shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
F. If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same shall be deemed omitted from the Conditions and the validity and/or enforceability of the remaining provisions of the Conditions shall not in any way be affected or impaired as a result of that omission.
G. Notices given under the Conditions must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of SHOPETINO, to its registered address, or any alternative address notified by SHOPETINO to the Supplier in accordance with this provision; and, in the case of the Supplier, to the address which it provides on the email, or any alternative address notified by it to SHOPETINO in accordance with this provision.
H. Notices may be validly served by email provided that, to be effective, such email is sent to the email address most recently provided by the addressee to the sender of the relevant notice.
I. Except as set out in clauses 4C and 14.H, the relationship of SHOPETINO (and its employees) to the Supplier will be that of independent contractor and nothing in the Conditions shall render SHOPETINO (nor its personnel) as an employee, worker, any other form of agent, or partner of the Supplier or Customer. Subject to any express provision in the Conditions to the contrary or at SHOPETINO’s reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
J. This agreement, and any documents referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
K. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
L. Nothing in this clause shall limit or exclude any liability for fraud.
M. This agreement and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.

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