EDGE Vendor Terms and Conditions

  1. About us
    1. Eco Design Growth Environment Limited (company number 13000735) (we and us) is a company registered in England and Wales and our registered office is at Fourth Floor Warwick House, 65 – 66 Queen Street, London, United Kingdom, EC4R 1EB. Our VAT number is [GB382189766]. We operate the website [www.edgeshop.eco] (Site).
    2. To contact us, telephone our customer service team at 020 3876 7093 or email us at shop@edgeshop.eco. How to give us formal notice of any matter under the Contract is set out in clause 20.2.
  2. Our contract with you
    1. These Conditions set out the Contract when you sell goods via our Site. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. It is important that you read and understand these Conditions before agreeing to them.
    2. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract.
    3. We reserve the right to make changes to these Conditions from time to time, in order to reflect changes in relevant laws and regulations, to implement ‘good practice’, or to improve the efficiency of our ordering and delivery processes. We will always display the latest version of these Conditions on our website and will provide you with at least 15 days’ notice from and including the date that we notify you of the proposed changes. If you do not agree to the changes, you will have the option to terminate the Contract (see clause 3.2) below. 
    4. The minimum 15-day notice period set out in clause 2.3 above does not apply where we:
      1. are subject to a legal or regulatory obligation which requires us to change the Contract in a way that does not enable us to provide you with 15 days notice; or
      2. need to change the Contract to address an unforeseen or immanent danger that relates to defending the Service, the Site, Customers or Sellers from fraud, spam, data breaches or other cybersecurity risks.
    5. These Conditions and the Contract are made only in the English language.
    6. You should print off a copy of these Conditions or save them to your computer for future reference.
  3. Term, Termination and Consequences of Termination
    1. The Contract shall continue unless terminated earlier in accordance with this clause, until either party gives to the other 30 days written notice to terminate, expiring on or after the first anniversary of the commencement of the term (Term). The Term will begin when:
      1. we have received (to our satisfaction) your completed Application Form and the documents set out in 5.1.5; and
      2. we have notified you in writing of our acceptance of your Application Form (and the documents set out in clause 5.1.5) (Order Confirmation). It is at our entire discretion whether we accept your Application Form and do not need to provide reasons for rejecting your Application Form. If you have already paid for the Joining Fee, we will refund you the full amount.
    2. Without limiting any of your other rights, you may terminate the Contract where we have amended the Contract as set out in clause 2.3, by you provide us with written notice within the 15 days. The Contract will terminate 15 days after we receive your notice. You can give up this right by informing us in writing that you wish to continue the Contract or making a clear affirmative action to continue (for example, by posting a new Product on the Site for sale).
    3. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
      2. you fail to pay any amount due under the Contract on the due date for payment;
      3. (at our discretion) your eligibility or suitability to use the Site changes;
      4. we reasonably believe or suspect the Seller Information is incorrect, does not comply with clause 5.1.5 or we do not approve a new Seller or company owner in accordance with clause 5.3;
      5. you fail to comply with clause 5.6.3;
      6. at any time we consider that there is or is likely to be a breach of security, in which event we will notify you of any steps to be taken by you as soon as possible and you fail to take the actions within 24 hours of being notified in writing to do so;
      7. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      8. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      9. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    4. Without limiting any of our other rights, we may also terminate the Contract for convenience by providing you with 30 days written notice.
    5. On termination of the Contract:
      1. you must pay all the Charges due up to and including the date of termination; 
      2. you will remain liable to pay any outstanding Customers and associated Refund Fees (as detailed below) following the suspension or termination;
      3. we will not keep copies of your information provided or generated by you following termination of the Contract. You are responsible for taking copies before termination or during the 30 days set out below in clause 3.5.4; and
      4. we will provide you with access to the Content Management System for 30 days in order to pay any outstanding Charges and download information (as set out in clause 3.5.3 above).
    6. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    7. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  4. Our services
    1. During the Term we will:
      1. provide you with a password so that you can set up your Shopfront and update the Shopfront;
      2. use reasonable efforts to restore any faults in the Service as soon as reasonably possible;
      3. use commercially reasonable endeavours to make the Site available 24 hours a day, 7 days a week, except for:
        1. planned maintenance carried out during the maintenance window of 10pm to 2am UK time;
        2. unscheduled maintenance performed outside Business Hours on a working day, provided that we have used reasonable endeavours to give you at least 6 Business Hours’ notice in advance; and
      4. as part of the Services and at no additional cost to you, provide you with our standard customer support services during Business Hours as set out in our Support Policy. 
    2. We reserve the right to amend the Services, subject to these Conditions.
    3. The Site provides a platform that allows you to offer and sell your Products directly to Customers. In doing so, you authorise and appoint us as your commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between you and Customers via our Service and we accept this appointment in accordance with these Conditions. As part of this process:
      1. any contract to sell and buy Products is made only between you and the Customer concerned and we are not a party to any such contract;
      2. we facilitate the negotiation of the sale of Products between you and Customers through the use of the Content Management System and e-mail communication services operated and managed by us, promote your Products and generally encourage Customers to place orders with you; and
      3. products offered for sale through the Site are neither owned by us nor come into our possession at any time.
    4. Any descriptions or illustrations on our Site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
    5. Subject to our right to amend the specification (see clause 4.6) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
    6. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
    7. We warrant to you that the Services will be provided using reasonable care and skill.
    8. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
  5. Your obligations
    1. You warrant and represent that:
      1. your business is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or Europe;
      2. where your business is established as a limited or public limited company, you are listed as a director on Companies House and all other information held on Companies House (or the company registry applicable to a business established in Europe) reflects the information you provide to us (e.g. company registration number, director(s) name(s), trading address, company name);
      3. you are at least 18 years old; 
      4. you have a trading (operating) address in the United Kingdom or Europe;
      5. you will provide the following identification details along with your Application Form and that they are accurate:
        1. driving licence or passport;
        2. recent utility bill (within the last 3 months at the point of application); and
        3. telephone and email address of the main account holder and any additional users of the account.
      6. the bank account details that you provide on the Application Form are correct and correspond with any details held on the company registry where the company is a limited or public limited company;
      7. you will keep a secure password for your use of the Services, that such password shall be changed no less frequently than once per month and that you shall keep your password confidential. We reserve the right to require you to change (or to ourselves change, and then notify you) any or all of the passwords used by you in connection with the provision of the Service and access to the Shopfront, in which event we will notify you of the requirement to change passwords and any further steps to be taken by you as soon as possible;
      8. you will ensure that your network and systems are secure and comply with the relevant specifications provided by us from time to time;
      9. you will inform us 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; and
      10. you will keep your account details up-to-date on the Content Management System throughout your use of the Services. HMRC legislation means that we have a responsibility to ensure your VAT compliance. If we believe you are not compliant, we retain the right to suspend your Shopfront until your account information has been updated.
    2. You can update your bank account details at any time by supplying us with a new bank statement confirming the details set out in clause 5.1.5.2. 
    3. You agree to ensure that all Seller Information provided about you and the Products on your Shopfront is and remains true, accurate, current and complete.
    4. You commit to ensure that none of your Seller Information nor any of your activities or use of the Site (including your use of your Shopfront), will:
      1. be false, inaccurate or misleading;
      2. be offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;
      3. be in breach of any applicable law or regulation;
      4. adversely affect our reputation or our brand;
      5. create, or be likely to create, liability for us or cause us to lose (in whole or in part) the services of our internet service or other suppliers;
      6. contain any Virus; and
      7. cause the Site or the Content Management System or their functionality to be interrupted, damaged or impaired in any way.
    5. On a change of Control of your company or any change of ownership of the Shopfront agreed with us in accordance with clause 21.1.2, the new owners will be required to provide us with the information set out in clause 5.1.5 and 5.1.6. We will suspend the Shopfront while we verify the new Seller’s or new owner’s details, which shall include checking their eligibility and suitability to be listed on the Site. Where applicable, we will only provide access to the Service to a new Seller once they have agreed to enter into an agreement incorporating these Conditions. The Shopfront will be suspended until all payments owed to you, the outgoing Seller, have been cleared. If protocol is not followed, we retain the right to suspend a Shopfront until new ownership has been verified and identification provided. We reserve the right to terminate our agreement if, in our sole discretion, we determine that the change of ownership of the Shopfront or of your business renders your Shopfront or business no longer eligible or suitable to be listed on the Site. 
    6. You will ensure that:
      1. the terms of your order are complete and accurate;
      2. you cooperate with us in all matters relating to the Services;
      3. you conduct yourself at all times in your relations with us and our staff, Customers and other Sellers strictly with respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any public or private channel be tolerated;
      4. if you choose to mark a Product as “Exclusive” through the Site, that Product will, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an Exclusive basis;
      5. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      6. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      7. you comply with all applicable laws, including UK and EU competition law, modern slavery and bribery laws, health and safety laws, product safety and product marking laws, Trading Standard requirements; 
      8. where required by the applicable laws and regulations, appropriate instructions are included with your Products to ensure they are safely used;
      9. you maintain appropriate, up to date and accurate records to enable the immediate recall of any Products;
      10. you inform us as soon as possible upon becoming aware of any claim against us or you arising out of or in connection with any defect in your Products, or any failure by you to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations;
      11. you maintain at all times, at your own expense and with reputable insurers appropriate insurance in relation to your business. You agree to, upon written request from us, provide us with any information we reasonably require concerning the scope of your insurance together with any relevant certificates confirming that it is in place;
      12. you establish and maintain access to the internet at your own cost, through use of a computer or other access device;
      13. at all times all computer hardware and software you use to access and interoperate 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
      14. all information you supply electronically to us and to the Site is submitted free from Viruses.
    7. We have no responsibility for the provision, support and maintenance of any of your hardware or software used to provide you with access to the internet or the Site, or any related hardware or software (including any IP router, proxy server, firewall or anti-Virus software), the responsibility for which will remain exclusively with you.
    8. You agree to comply with our reasonable instructions relating to any product recall and in any event we reserve the right to take immediate and exclusive conduct of the product recall on notice to you, in which case you will give us such assistance as we may reasonably require.
  6. Online Shopfront
    1. We have absolute discretion as to:
      1. the look, feel and content of the Site (including all Shopfronts);
      2. the inclusion, positioning, content, location and all other presentation of Seller Information (including in our sole discretion the right to remove any Seller Information from the Site at any time during the Term); and
      3. the Product set live on the Site (including in our sole discretion the right to remove any Product from the Site in line with one or more of our Policies, or not allow a Product to be set live for sale on the Site).
    2. Although you may request Customer Feedback in good faith, you agree not to review, nor engage any third party to review, Products appearing on your Shopfront. This prohibition includes, without limitation, paying for reviews or any other means of artificially increasing the number of reviews of Products on your Shopfront.
    3. Each Shopfront contains up to 50 listings as standard but that number can be extended at our sole discretion.
    4. When you close your Shopfront:
      1. we agree to ensure that that all payments we determine to be owing to you have been paid before closing your Shopfront; 
      2. you will delete or deal with any Shared Personal Data in accordance with clause 15.4.7; and
      3. you agree to ensure that negative balances are paid to us in full prior to closing your Shopfront and agree to remain liable to pay any valid requests for refunds and associated Refund Fees which are received following such closure.
    5. If your Shopfront goes into a negative balance, you agree:
      1. to pay the outstanding balance to us within 7 (seven) days of going into negative balance. If the debt is not settled within 7 (seven) days of going into negative balance, we may terminate our Contract with you and we may instruct a third party to collect the debt;
      2. that we may withhold future payments to offset against the outstanding debt or pay at a later date once the debt has been settled, whichever arises first;
      3. that we retain the right to suspend your Shopfront immediately if your account goes into a negative balance. Your Shopfront will not be reactivated until your negative balance has been paid, or we have reached an agreement with you in writing for its repayment.
    6. You agree to:
      1. ensure that your Shopfront maintains a high standard of presentation and at all times accords with any applicable guidelines notified to you from time to time by us, including in relation to the form and content of copy and product imagery;
      2. comply with reasonable instructions from us concerning your Shopfront.
    7. Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. We reserve the right to de-activate your Shopfront until standards have been improved. 
    8. You agree to:
      1. where applicable, state clearly on the relevant Product page that a Product is a personalised or specially-made Product, and/or that such Product requires Customer approval of proof prior to its production by you, and will display the relevant corresponding delivery times;
      2. if a Product is a non-cancellable product, state clearly on the relevant Product page that such product cannot be cancelled by the Customer; and
      3. display your expected delivery times and postage and packing costs on the appropriate areas of your Shopfront.
    9. You will not include within your Shopfront, on the Content Management System, any other place on the Site or in any other means of communication with the Customer:
      1. any direct or indirect link to other websites including your own website;
      2. your email address; or
      3. any other means by which a Customer could communicate directly with you, other than through the Content Management System.
    10. You may amend and update information about your Products displayed on the Site and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with our Vendor Code of Conduct.
    11. You agree to accurately display stock availability for all Products and to update such stock availability regularly using the ‘out of stock’ and ‘is available’ options on the Content Management System.
    12. Where new stock for ‘out of stock’ Products is due to be available to the Customer within four weeks, you must state on your Shopfront the date on which you expect that stock to become available.
    13. Once the final piece of stock of any Product has been sold and will no longer be available, you must mark that item as discontinued on your Shopfront.
    14. You agree to remove Products from your Shopfront that are awaiting stock for prolonged periods (four weeks or more) until they become available again.
    15. 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 may charge you the Commission Fee on that order.
    16. Your prices must be fully inclusive of all taxes and additional charges (including any VAT that may be chargeable by us if sales are deemed for VAT purposes to be made by us, and not by you, even if you are not VAT registered). The only exception to this is (i) customs duties and (ii) postage and packing which, if such postage and packaging charges apply, you must show these separately.
    17. If you are VAT registered, you agree to set the VAT rate at the appropriate level which is currently applicable with respect to your Products.
    18. You are solely responsible for ensuring that you fully comply with your current VAT registrations and accounting for VAT correctly in any country that you sell to.
    19. You have complete discretion over how you wish to price your Products.
    20. You agree to:
      1. promptly provide us with any information that we may request from time to time in respect of the Products in order for us to properly account for VAT where applicable. When you become aware that such information is no longer accurate, you will promptly provide us with updated information. We will use this information as the basis for our understanding of the VAT obligations we have in respect of any sales, so it is important that such information is accurate;
      2. where relevant, provide to the delivery service in the prescribed format any required information (which will be available in the order summary section of the Content Management System for all applicable orders) in respect of any consignment of Products in order to, where possible, remove the need for any import VAT to be paid by a Customer in respect of any Products; and
      3. not misuse any of our VAT details.
    21. Any Seller who is not based in the UK should consider if it is required to register for VAT in the UK where the Products being sold to United Kingdom Customers are physically located in the UK at the point of sale. You must immediately provide us with your VAT registration number where this applies to you.
    22. Sellers shall only be permitted to sell to Customers based in the United Kingdom.
    23. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach of clauses 6.20 – 6.22.
    24. You agree to upload your Product range and work cooperatively with our production team so that we are able to set your Shopfront live on the Site within two weeks of us notifying you in writing of our acceptance of your Application Form.
    25. If you fail to comply with clause 6.24, we may suspend your membership and charge you the Admin Fee, or such other amount as may be notified to you from time to time. We will retain sole discretion as to whether to accept your request for re-activation.
    26. Subject to clause 4.1.3, the Service allows you to offer your Products on the Site as part of an ‘always on’ detailed electronic online catalogue containing categories and sub-categories, so that you may display each Product in the single most appropriate category, and with Product information, pictures and promotions uploaded by you.
    27. You may apply for a Product to be featured in one or more online catalogue categories, and we will retain absolute discretion as to which category is the most appropriate for a given Product.
    28. A Product will be featured in no more than one category unless (in our absolute discretion) we agree for a Product to be included in a second category.
    29. You will ensure that a single Product may appear only once on your Shopfront. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such.
    30. You will ensure that each of your Product listings contains all the information required by a Customer to make a purchase, and that such information is wholly accurate. ‘Dummy’ box filling to circumnavigate required fields is not permitted.
    31. You will not use keyword spamming (the use or placement of inappropriate keywords in a title or description to gain attention or divert users to another page) or similar techniques in Product listings.
    32. Subject to clauses 6.24 – 6.31, if you wish to promote the same Product(s) on the Site as another Seller, it will be solely yours and the relevant Sellers’ responsibility to resolve between yourselves any conflict, whether with regard to Intellectual Property Rights or otherwise, that arises in this respect. We will have no liability for any such scenario or any issues arising from it.
  7. Your relationship with the customer
    1. You acknowledge and agree that following acceptance of an order through the Content Management System, such an acceptance is also deemed to be an irreversible instruction to us to conclude a contract of sale between the Seller and the Customer, which once given you cannot go back on. The contract of sale between you and us is concluded when we (acting as your commercial agent) send an order confirmation email to the Customer, and we have no responsibility for the performance of any such contract.
    2. You acknowledge and agree that the terms and conditions relating to any such contract will comprise the Customer Terms, the email confirmation relating to the Customer’s order and the applicable details on the relevant Product page. You agree to be bound by all such provisions.
    3. We will notify you by email of any order awaiting your acceptance. You acknowledge that we do not promise the reliability of email communications and you must check the Content Management System daily for alerts of new orders.
    4. Following receipt of such notification you agree to, within a maximum of two Business Days, and as a matter of best practice within twenty four hours, confirm your acceptance or rejection of each and every order, using the Content Management System, and provide an estimated dispatch date. You will use your best efforts to accept every order.
    5. Following acceptance of an order through the Content Management System you agree to:
      1. fulfil the Customer order as soon as reasonably possible;
      2. confirm to the Customer the time and method of dispatch;
      3. 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;
      4. notify the Customer promptly through the Content Management System at each of the following stages:
        1. receipt of order notification, with an estimated dispatch date;
        2. dispatch of an order with an expected delivery date;
        3. any enquiries relating to the order;
        4. receipt of an item that has been returned to you; and
        5. processing of an exchange or refund.
    6. You agree to ensure that any and all correspondence with any Customer will:
      1. be solely for the purposes of managing a Customer order;
      2. be via the Content Management System or, if that is not possible, then at all times include a reference to us; and
      3. not include any reference to your own website, email address, other correspondence address or any other promotion of services outside those offered through or by us.
    7. The obligations under clause 7.6 will include any material included with the dispatch of a Customer’s order. We will make relevant materials available to purchase on the Content Management System to help you to fulfil this obligation.
    8. Any breach of clauses 7.6.1 and 7.6.2 will constitute a significant breach of these Conditions and, may constitute a breach of Data Protection Legislation.
    9. You agree to respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Business Day, and to advise us of any escalated unresolved Customer enquiries as soon as possible.
  8. Use of the Content Management System
    1. You agree not to:
      1. use the Content Management System or Site beyond the scope of use set out in these Conditions;
      2. access the Content Management System unlawfully, modify or make derivative works based on the Content Management System nor attempt to reverse engineer or access the Content Management System with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the Content Management System. You acknowledge that damages may not provide an adequate remedy for breach of this clause and that we will be entitled to seek other legal remedies to prevent the occurrence or continuance of any alleged breach of this clause.
      3. You agree that the Intellectual Property Rights in the Content Management System are owned exclusively by us and nothing in the Conditions will be deemed to confer any rights in the Content Management System to you.
  9. Assurance
    1. If our ability to perform/provide the Service is prevented or delayed by any failure by you to fulfil any obligation listed in clauses 5, 6, 7 or 8 (Your Default):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 3;
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  10. How Payments will be made to you
    1. As part of your appointing us as your commercial agent (as set out in clause 4.3 of these Conditions), you agree that we also act as your exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by you via the Site (or any other sales channel which we may offer to you from time to time). 
    2. Both you and we 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, we, acting as your commercial agent, are neither the buyer nor the seller of the Product(s) and are not a party to the contract of sale of Product(s) between you and the Customer.
    3. Payments for Product(s) will be made directly by a Customer to us (acting as your commercial agent), following you confirming your acceptance of the order to us using your Content Management System and the relevant transaction being recorded on your designated Content Management System. You must check the Content Management System daily for alert of new orders. You agree that the Customer’s obligation to pay you for Product(s) is satisfied when the Customer validly pays us for the applicable Product(s). You further agree that you will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any payment service provider or gateway) for payment of a Product if the Customer has validly paid us in the manner referred to in this clause.
    4. Payment for Product(s) by Customers through the Site will be through payment methods made available from time to time, using our current online payment processing system.
    5. We agree to pay you for the relevant transaction less the Commission Fee bi-monthly in arrears following acceptance of an order by you through the Content Management System. Unless we otherwise agree with you, any payments we make to you will be in the domestic currency of the region where your bank account nominated to receive such payments is held. If our payment to you 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 you. 
    6. From time to time we may retain a portion of the payment due to you in order to provide for refunds due or expected to be due to a Customer in the ensuing period. If refunds exceed your sales in a particular period, any future payments will be used to clear your negative balance and the difference leftover will be paid when the next payment is due. We have the right to retain a payment for up to 8 weeks, for any refunds expected to be due.
    7. You agree to provide such of your banking details as are required or requested by us, in order that payment may be processed to you in respect of any Products sold.
    8. You agree to ensure the banking details referred to in clause 10.7 are kept up-to-date, and you agree to notify us of any changes on the next Business Day. You agree to be responsible for paying any banking charges or other administrative expenses incurred by us as a result of any inaccuracies in any such information.
    9. Where we are deemed for VAT purposes to be the supplier of Products to a Customer, and believe that we are responsible for accounting for that VAT to the relevant tax authority, you agree that we will be entitled to deduct from the sums due to you an amount equal to the VAT that we reasonably believe is due in respect of the sale (based upon the information provided to us detailed in clause 6.20), and will account for such VAT to the relevant tax authority.  If such amount is found to be insufficient, you agree to pay to us an amount equal to any shortfall.
  11. Our Charges
    1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 11.
    2. The Charges include the following:
      1. Admin Fee; and
      2. Commission Fee.
    3. The Admin Fee is not refundable under any circumstances.
    4. The Commission Fee payable by you will be as notified to you by us in writing via the Content Management Portal at the time of inviting you to participate in the Site.
    5. A Commission Fee is payable by you on the value of the total amount payable by a Customer in relation to a Product sold through the Site by you. The Commission Fee is calculated as a percentage of the value of a Product, including the delivery charges applying to that Product.
    6. The Content Management System will maintain a record of all Products sold and prices paid to enable the calculation of the Commission Payment in accordance with clauses 11.4 and 11.5.
    7. We will refund monies paid and received by us in respect of sold Products that are subsequently returned by the Customer and authorised for refund by you using the designated Content Management System, subject to your payment of the Admin Fee.
    8. Payment of Admin Fees is by direct debit. Your designated bank account will be charged automatically each month.
    9. We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, the Admin Fee will be levied.
    10. We reserve the right to increase the Charges on an annual basis with effect from January each year.
    11. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
    12. You will make all payments to us due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
    13. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 3, you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.10 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
  12. Complaints

If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy, available here.

  1. Intellectual property rights
    1. You recognise that the Intellectual Property Rights in the EDGE name, logo or branding are owned entirely by us, and agree that you may only use the EDGE name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with our prior written consent.
    2. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services, Site, Software and the Documentation. Except as expressly stated herein, the Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Site, Software or the Documentation.
    3. All intellectual property rights arising out of or in connection with the Service (other than intellectual property rights in any materials provided by you) will be owned by us.
    4. We grant you permission for the duration of the Term only to use any Software or Documentation for the sole purpose of accessing and using the Service. This permission doesn’t prevent us or any other third parties we chose to grant permission to from using the Software or Documentation. You cannot transfer this permission to anyone else and we can terminate our permission at any time. Nothing in these Conditions will be deemed to have given you permission or any other right to use any of our other Intellectual Property Rights.
    5. Where photographs or images of your Products are produced by us or our agents, any such images may not be used by you for any purpose other than for display on the Site or in printed material produced by us. We reserve the right to charge you a licence fee in respect of any use of such photographs or images in contravention of this clause.
    6. You may not bid on the Site name, our brand or brand name, or variations of them, on Google or any other search engines.
    7. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
    8. You grant to us permission to use, license, disclose and distribute any information (including Seller Information), data, comments or images provided by you to us for any purpose (including disclosing information to third party service providers so that they can contact you directly about their products and/or services). This permission is an ongoing permission that you cannot revoke or charge us money for and we can exercise this permission throughout the world. You agree that you have now given up your rights to be acknowledged as the author of your Seller Information and to object to the use, in whatever form, of your Seller Information by us.
    9. You promise that:
      1. you are the legal owner of all of the Intellectual Property Rights in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that you provide or upload to the Site, and/or that you possess a valid permission to use any and all such Intellectual Property Rights;
      2. the making of Products available for sale on the Site, and consequent use of your Intellectual Property Rights by us as referred to in clause 13.10 will not infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such Intellectual Property Rights; and
      3. all items offered for sale by you are not replica or design copies of any other brand, designer or manufacturer.
    10. You permit us to access and use any content, including photos, that appear on your Shopfront or in any other promotional material in our own editorial content or promotional activity relating to us, you, your business and Products.
    11. You agree to compensate us in full for any and all damages, liabilities, costs, expenses and/or losses resulting from any breach of 13.9 in respect of any claim that the normal operation, possession or use of those Intellectual Property Rights by us infringes a third party’s rights (“Infringement Claim“).
    12. In the event of an Infringement Claim you will immediately make without any charge to us such alterations, modifications or adjustments to the Intellectual Property Rights as will be necessary to make them non-infringing.
    13. We will notify you as soon as possible if we become aware of any Infringement Claim by a third party.
    14. We will be entitled to take sole conduct of the defence to any claim or action in respect of any Infringement Claim and may settle or compromise such claim or action at our sole discretion. You agree to give us such assistance as we will reasonably require in respect of the conduct of such defence including with all court procedures and the provision of all relevant documents.
    15. At our request, you agree to take the conduct of the defence to any claim or action in respect of any Infringement Claim. You agree not to, at any time, admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon our express written instructions.
  2. How we may use your personal information
    1. We will use any personal information you provide to us to:
      1. provide the Services;
      2. manage and support you as a Seller;
      3. managing and supporting transactions;
      4. other operational purposes;
      5. for analytical purposes, including using aggregated data in marketing, communications and some public materials (e.g. on our website);
      6. process your payment for the Services; and
      7. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
    2. We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.
  3. Data Protection – Customer Data
    1. This clause sets out the framework for the sharing of personal data between the parties as controllers. We both acknowledge that we will regularly disclose to you the Shared Personal Data collected by us for the Services.
    2. We both shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by either you or us shall, if not remedied within 30 days of written notice from the other, give grounds to the other party to terminate this agreement with immediate effect.
    3. We both shall:
      1. ensure all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Services;
      2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
      3. process the Shared Personal Data only for the Services;
      4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
      6. ensure appropriate technical and organisational measures are in place, reviewed and approved by the other, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
      7. not transfer any personal data received from us outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
    4. We both shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, we both shall:
      1. consult with the other about any notices given to data subjects in relation to the Shared Personal Data;
      2. promptly inform the other about the receipt of any data subject rights request;
      3. provide the other with reasonable assistance in complying with any data subject rights request;
      4. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
      5. assist the other, at the cost of the other, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
      6. notify the other without undue delay on becoming aware of any breach of the Data Protection Legislation;
      7. at the written direction of us, delete or return Shared Personal Data and copies thereof to us on termination of this agreement unless required by law to store the Shared Personal Data;
      8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
      9. maintain complete and accurate records and information to demonstrate its compliance with this clause 15; and
      10. provide the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
    5. We both shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. 
  4. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 16.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of use or corruption of software, data or information; and
      3. any indirect or consequential loss.
    3. Subject to clause 16.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Cap.
    4. We have given commitments as to compliance of the Services with the relevant specification in clause 4.5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    5. This clause 15 will survive termination of the Contract.
  5. Marketing and Promotions
    1. From time to time we may run promotions on all or part of the Site. Any such promotions will be separate, and in addition to, any promotions operated by you in your Shopfront, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the Site. We will, where relevant and applicable to you and/or your Products, inform you of the nature and terms of any promotion and, at our sole discretion:
      1. we will bear the costs of any such promotion; or
      2. where we require you to bear the costs of any promotion, you will inform us in writing whether or not you wish to participate in the relevant promotion.
    2. You will permit, comply and co-operate with all activities undertaken by us to promote, sell or market your Products, in such form and manner as we in our sole discretion deem appropriate, whether directly through the Site or the Site, through any offline publications produced by us, or through websites or offline publications not produced, owned or operated by us.
  6. Confidentiality
    1. We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 18.2.
    2. We each may disclose the other’s confidential information:
      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 17; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
  7. Events outside our control
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
  8. Communications between us
    1. When we refer to “in writing” in these Conditions, this includes email.
    2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  9. General
    1. Assignment and transfer
      1. We may assign or transfer our rights and obligations under the Contract to another entity.
      2. You may only assign, charge, subcontract or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
  10. Interpretation

Admin Fee: means the admin fee of £50 as amended from time to time.

Application Form: means the form accessible on the Site to you, which must be completed and agreed by you as a part of the application process.

Business Hours: means 9am – 5pm on a Business Day.

Business Day: means any day other than a Saturday or Sunday on which banks are open for business in London.

Cap: means 125% of the Total Charges in the Contract Year in which the breaches occurred. 

Charges: means the charges detailed in clause 11 of these Conditions and notified to you by us in writing.

Commencement Date: means the date that the Term begins in accordance with clause 3.1.

Commission Fee: has the meaning set out in clause 11.4.

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.

Content Management System: means the back end content management system we provide to you for management of your Shopfront and associated transactions.

Contract: means the legally binding agreement between you and us.

Contract Year: means a 12 month period commencing with the date of the Contract or any anniversary of it.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:  as set out in the Data Protection Legislation.

Customer: means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from you 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 you in respect of a particular transaction with that Customer (including in respect of any communications with you), which may include any opinions about you.

Customer Terms: means the terms and conditions relating to a Customer set out here.

Data Protection Legislation: means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) EU Regulation 2016/679 (“GDPR”); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 (“DPA”) and the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR”)); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and (iv) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with all of the legislation outlined above; in each case, as updated, amended or replaced from time to time.

Documentation: means any user guide, information or other material we provide to you, in hard copy or electronic form, relating to the Service.

Exclusive: means the sale of a Product on the Site and your own website (if applicable), and not through any other online or offline channel.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Permitted Recipients:  the parties to this Contract, the employees of each party, any third parties engaged to perform obligations in connection with this Contract.

Products: means the goods, services, digital content or information that you wish to promote and sell through the Site.

Product Page: means the particular web page on your Shopfront on which an individual Product is displayed and the relevant information relating to that Product is provided.

Seller: means a person whose application to the Site has been accepted by us, and who sells its Products through the Site, including you.

Seller Information: means information, data or content provided by you in any form or medium, whether or not such information is owned by you, contained in the Application Form, uploaded to your Shopfront or given by you to us for whatever purpose, whether directly or on the your behalf.

Service: means the Site and other services we provide, as further described in these Conditions;

Shared Personal Data:  the personal data to be shared between the parties under clause 15 of this agreement. Shared Personal Data shall be confined to the data uploaded by Customers to the Content Management System relating to the Customer.

Shopfront: means an area of the Site dedicated for use by you to promote yourself and your Products;

Site: means the online marketplace we provide on our mobile application service and/or at www.edgeshop.eco or such other worldwide web address that we in our sole discretion select as a replacement to facilitate the promotion and sale of your Products;

Software: means any software installed by or on our behalf that permits you to access and trade through the Site;

Total Charges: means all sums paid by you and all sums payable under the Contract in respect of Services actually supplied by us, whether or not invoiced to you.

VAT: means value added, sales or services tax, or any similar 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.