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HomeTerms to be a Seller on FoodAdo

The Seller Agreement - Terms and Conditions to be a Seller on FoodAdo


Introduction
Welcome to FoodAdo Limited (“FoodAdo” “we us and our”) and our website (the “Site”) and our selling services (the “Services”). Any company or individual (the “Seller”) that wishes to sell items through our Services must accept the following terms and conditions in their entirety. By registering for and using our Services, you agree to be bound by (i) all terms and conditions of this Seller Agreement, including all policies and guidelines referenced,(ii)   the terms and conditions of sale by Sellers, (iii) our terms of website use and (iv) our privacy policy. 

FoodAdo is a company registered in England and Wales under company number 07051355.  FoodAdo reserves the right to change any of the terms and conditions at any time and in its sole discretion.  Any changes to the Seller Agreement will be posted on the Site. Changes to the Seller Agreement may be posted without notice. 

Your continued use of our Site and Services following FoodAdo’s posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Trading Agreement, do not continue to use the Services or this Site. 

Elgibility

FoodAdo must approve all Sellers that wish to sell items through the Site.  Sellers must be the primary  producer or maker of the items listed in the Site although FoodAdo may make exceptions to this policy on a case-by-case basis. 

All Sellers must abide by the laws, statutes and regulations relating to their own business and selling their items. Please ensure you have the proper licenses and consents to produce and sell your items on the Internet. FoodAdo is not responsible for ensuring that Sellers are or remain legally qualified to sell their items. 

Sellers must provide all information requested by FoodAdo, including their name, business name (if different), email address, physical addresses for both trading and courier collections, phone number, and current account bank details to register for a Seller account. Sellers must also advise FoodAdo of any changes to the information provided. 

FoodAdo reserves the right to terminate a Seller’s account at any time for any reason. Reasons may include excessive refunding, failure to update stock information, failure to accept order requests in a timely manner and high rates of returns claims and complaints. 

The Seller authorises FoodAdo to verify Seller’s information (including any updated information) and to obtain credit reports about the Seller.

FoodAdo's Role

FoodAdo acts as a platform for Sellers to offer and sell items to Customers using the Site and the
Services (the “Customers”). Customers are contracting with Sellers when purchasing items though our platform and FoodAdo is not a party to the actual transaction between Sellers and Customers and is not the agent of any party and has no authority for any party for any purpose. FoodAdo does not guarantee that a Seller or Customer will complete a transaction. 

FoodAdo must approve all items listed on the Site by Sellers. Without limitation, you may not list any item that is prohibited by law. It is up to the Seller to accurately describe the item for sale. FoodAdo has the right to refuse to allow Sellers to list certain items for sale on the website. 

Sellers will ship items directly to Customers using only Parcelforce or such other courier as may be nominated by FoodAdo as the courier (the “Courier”) on the terms conditions and rates agreed between FoodAdo and Parcelforce.  When a Customer makes an order FoodAdo notifies the Seller. Once the Seller notifies FoodAdo that the order is accepted FoodAdo sends an order acceptance email to the customer.  Once the Seller notifies FoodAdo that the order is Ready to Ship, FoodAdo sends an order ready message to the customer, and notifies the Courier.  The Courier generates an eshipping label which the Seller can download and print. Sellers will be required to notify FoodAdo when orders are collected by the Courier. FoodAdo will track the order once it has been collected and provide information regarding shipment, and tracking (if available) to Customers. 

You agree that FoodAdo is a platform. As such, FoodAdo is not responsible or liable for any of your products or content, for example, data, text, information, Customer names, graphics, images, photographs, profiles, product categories, tags, audio, video, items, and links posted by you, other Customers, or outside parties on FoodAdo. As a Seller, you use the Site and the Services at your own risk. 

Fees 

FoodAdo collects a commission fee when your item sells through our Site. Our commission fee is
based on sales price. This is the final selling price of a transaction, excluding any applicable value added tax and delivery charge. FoodAdo deducts a percentage of the sales price agreed with each Seller by way of commission. FoodAdo also charges the Seller a transaction fee in respect of every Customer Order.

There are no additional fees for registering a Seller account with FoodAdo or listing an item in the Site.  

If FoodAdo terminates your account, if a Seller closes its account, or a Seller has any outstanding fees, Sellers remain obligated to pay FoodAdo for all unpaid fees. 

If a Customer buys items directly from a Seller having purchased items from the Seller using the Site and the Services within 12 months of having made such a purchase, the Seller will pay a commission fee to FoodAdo as set out herein

All fees are in pounds sterling unless stated otherwise and are incorporated herein by reference. The fees and payment terms may vary in the future. The fees and payment terms in effect on the date of an item sale transaction shall govern the transaction. 

Pricing Rules

Sellers must ensure that both the item price and total price on the Site are clearly set out. We define “item price” as the amount payable by a customer as it appears when you list the product including value added tax if applicable. This excludes shipping and handling prices. The “total price” is the amount payable by a customer as well as all terms of the offer/sale. This includes any of the following: 

  • Shipping and handling charges;
  • Discounts, rebates, special sales, promotions you make with respect to purchases;
  • Shipping methods used;
  • Business practices such as discount or elimination of shipping charges on an order. 
If a Seller offers free delivery to a customer, FoodAdo will deduct the cost of the Courier for making the free delivery from the payment due to the Seller.

If a Seller charges special packaging fees these will be included in the payment due to the Seller.

Payment to You

A Customer’s  authorised credit card payment is credited to the Seller’s FoodAdo account and funds (minus any applicable commission fees and other adjustments) are transferred to a Seller’s designated bank account. For the avoidance of doubt the Customer is the purchaser of the Seller’s items. Sellers must resolve disputes with Customers.  

The Site  is generally available 7 days per week, 24 hours per day, except for scheduled downtime due to system maintenance. 

FoodAdo will transfer the outstanding balances due to the Seller on or about the  20th  of every month to the Seller’s designated bank account. The transfer amounts will include any transactions you received from authorised credit card transactions by Customers, less any commission fees, refunds, previous credit card chargebacks and/or other adjustments. Transfers to the Seller’s bank will generally be credited within five business days of the date we initiate the transfer. 

For security reasons, FoodAdo has the right to impose minimum and maximum transaction limits on some or all Sellers and/or Customers. These limits may relate to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to Sellers: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we allow a Customer to withdraw from a transaction because the Payment Service is unavailable following the commencement of a transaction. 

All notices to Sellers will be sent via e-mail or will be posted on FoodAdo.com. We will send notices to Sellers at the e-mail address maintained in FoodAdo’s records for the Seller. The Seller is expected to monitor their e-mail messages frequently to ensure awareness of any notices sent by us. 

The Seller may terminate his or her participation on the Site at any time only by informing us by e-mail.  In addition, FoodAdo has the right to refuse service to, suspend or cancel any Seller and/or Customer account for any reason without notice provided that the Seller will fulfil or refund all outstanding orders. 

The Seller will reimburse dissatisfied Customers on a case-by-case basis (refer to terms and conditions of sale by Sellers ). We have the right to seek reimbursement from Sellers if we believe that Sellers do no promptly deliver goods, discover erroneous or duplicate transactions or receive chargebacks from the Customer’s credit card issuer. We may obtain these reimbursements from the Seller by making deductions from future payments to the Seller. 

All sensitive financial information for Sellers and Customers, such as credit card numbers, will be stored by a third-party payment processor of our choice. FoodAdo will store the bank account numbers of Sellers.

Transaction Policies & Guidelines

Sellers have the obligation to complete transaction as described by this Seller Agreement. Sellers are obligated to sell items at the price listed to Customers who meet the Seller’s terms, including both the price of item as well as the shipping price offered. Sellers represent and warrant to FoodAdo and to Customers that Sellers have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive. 

All items must be listed with a fixed price.
 
Sellers have the obligation to update and maintain the inventory of items listed for sale on our Site. Failure to do so may result in the suspension or cancellation of the Seller’s account. 

Sellers have the right to vary the following terms and conditions of sale by Sellers:
 

  • Number of days between order received and despatch;
  • Whether a product requires Next Day or 48 hour Courier delivery;
  • Special Packaging Fees;
  • Whether Offering FREE delivery;
  • Typical days of week for despatch;
  • Shop Notices: (such as closed for holidays);
  • Specific refund policies.  (These would be agreed with FoodAdo on a case by case basis, and generally relate only to handling Perishable goods.)

Reservation of Rights

FoodAdo retains the right to ownership and to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time) including the intellectual property rights to any pictures or videos of items sold by the Seller and which are taken by FoodAdo. FoodAdo also retains the right to delay or suspend the listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. Reasons for these actions include, without limitation, the listing of objectionable material, any inaccurate listing, any inappropriately categorised items, or any unlawful items. 

We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions at any time without liability. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Seller Agreement) that has been charged for an order that we stop or cancel. 

Value Added Tax

You agree that it is the Seller’s responsibility to determine whether value added tax applies to the transactions and to collect, report, and remit the correct tax to H M Revenue & Customs. You also agree that FoodAdo is not obligated to determine whether value added tax applies and is not responsible to collect, report, or remit value added tax arising from any transaction. 

Dispute Resolution & Release

FoodAdo is not the agent of either Seller or Customer for any purpose. As such, FoodAdo will not act as either party's agent in connection with resolving any disputes between the parties, including disputes related to or arising out of any transaction. 

In the case of a dispute, Customers will first be directed to specify their complaint to the Seller via the Site.  FoodAdo urges Sellers and Customers to cooperate with each other to resolve disputes. 

If a Customer complains directly to a Seller the Seller will provide to FoodAdo full details of the complaint and keep FoodAdo appraised of the dispute and how it is resolved or otherwise.

FoodAdo, for the benefit of our Customers, may try to help resolve disputes.  FoodAdo does so in FoodAdo’s sole discretion, and FoodAdo has no obligation to resolve disputes between Sellers and other parties, including Customers. To the extent that FoodAdo attempts to resolve a dispute, FoodAdo will do so in good faith. FoodAdo is not obligated to make judgements regarding legal issues or claims, but reserves the right to do so in its absolute and sole discretion. Any such judgement shall be final and binding on Seller. 

Should you have a dispute with one or more Customers, or an outside party, you hereby agree to release and indemnify FoodAdo (including its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. 

Privacy & Use of Information

Please read the FoodAdo Privacy Policy. FoodAdo reserves the right to change the Privacy Policy at
any time in the future, and you should check the Privacy Notice frequently for changes. FoodAdo may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any communications preferences or requests you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by Customers. 

You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from FoodAdo as a result of the Seller Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "FoodAdo Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Seller Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. This does not prevent you from using other information that you obtain separately, even if such information is identical to FoodAdo Transaction Information, provided that you do not target communications on the basis of the intended recipient being a FoodAdo Customer. 

Security

The Seller is solely responsible for maintaining the security of the password used to gain access to his or her FoodAdo account. Your password may be used only to access the Site, use the Services, electronically sign your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password. 
Illegal Activity

Compliance with Laws: The Site and Services may be used only for lawful purposes and in a lawful manner.  Sellers agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name. You may not impersonate any Seller or use another Seller’s password. 

Investigation: FoodAdo has the right, but not the obligation, to monitor any activity and content associated with the Site and investigate as we deem appropriate. FoodAdo may also investigate any reported violation of its policies or complaints and take any action that it deems appropriate in its sole and absolute discretion. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including product reviews, listings and purchase transactions. FoodAdo reserves the right and has absolute discretion to remove, screen, or edit any Seller  account or content that violates these provisions or is otherwise objectionable. 

Disclosure of Information. FoodAdo also reserves the right to report any activity that it suspects  breaches any law or regulation to appropriate officials, regulators, or other third parties. To the extent that it is legally obliged to do so FoodAdo may access and disclose any information it is legally required to disclose, including but not limited to Customer contact details, IP addressing and traffic information, usage history, and posted content. 

FoodAdo’s Intellectual Property

Sellers shall not use our graphics, logos, content, appearance, design, functionality and all other aspects of the Site and the Services in any manner (i) that could cause confusion unless you receive explicit permission to do so, or (ii)  brings FoodAdo into disrepute. 

Sellers may use any photographs taken by FoodAdo of their products both on the Site and on their own website provided that there is a clear hyperlink to our Site. If the Seller does not do this FoodAdo reserves the right to charge the Seller for the photographic services provided.

Content Policy

FoodAdo does not claim ownership rights of your content. FoodAdo has permission to use content pertaining to products and business of the Seller. 

Sellers grant FoodAdo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights you have in the content, in any media now known or not currently known, with respect to your content. You agree to allow FoodAdo to store or re-format your content on the Site and display your content on FoodAdo in any way as FoodAdo chooses. This includes any content submitted by the Seller to FoodAdo as well as any content submitted by our Customers. 

We’re not responsible for negative reviews and are not obliged to remove reviews submitted by our Customers. We may remove objectionable content based solely on our own judgement. 

Warranties

The Site and the Services are provided on an “as is” basis. FoodAdo makes no other representations or warranties of any kind, express, implied or statutory. FoodAdo and its subsidiaries, officers, directors, employees, agents and suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. In addition, no advice or information (oral or written) obtained by you from FoodAdo shall create any warranty. 

You warrant that all the products offered by you through the Site are (i) correctly and adequately described, (ii) safe for their intended use and/or consumption by Customers (as applicable), and (iii) will be shipped to Customers using a reasonable shipping method and packaging based on the type of product being shipped . You further warrant that you shall follow all labelling and all other legal requirements in connection with the preparation and sale of food products both in your jurisdiction and in the jurisdiction of all Customers who purchase your products. 

No Guarantee

FoodAdo does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside FoodAdo’s control. 

Limitation of Liability

FoodAdo will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the Seller Agreement, the Site, the Services, the inability to use the Services, or damages resulting from any items, products or Services purchased or obtained or messages received or transactions entered into through the Site and/or Services. 

Indemnity

You agree to indemnify and hold FoodAdo and (as applicable) FoodAdo’s parent, subsidiaries, affiliates, officers, directors, shareholders, agents, and employees (collectively, the “Indemnified Parties”), harmless from any claim or demand, including reasonable legal fees, made by any party due to or arising out of your breach of this Seller Agreement (and the documents it incorporates by reference), your use of the Services, or your violation of any law or the rights of another party. In addition, without limitation, to the maximum extent allowable by applicable law, you agree to indemnify and hold harmless FoodAdo and the Indemnified Parties from all claims, actions and/or liability resulting from personal injury and/or death resulting from, or arising out of, a Customer’s use or consumption of products provided by you through the Site or in connection with the Services. 

General Release

FoodAdo is not involved in transactions between Sellers and Customers or other participant dealings.
As such, if a dispute arises between one or more participants, each of you release FoodAdo (and the Indemnified Parties) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. 

Termination

FoodAdo, in its sole discretion, may terminate this Seller Agreement, access to the Site or the Services immediately without notice for any reason without liability. FoodAdo, in its sole discretion, also may prohibit any Seller from listing items for sale. 

The Seller may terminate his or her participation in the Service at any time by informing us by e-mail.

Upon termination, the Seller must pay FoodAdo whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be cancelled. Upon termination FoodAdo reserves the right to set off against any payments to be made to the Seller, an amount determined by us to be adequate to cover chargebacks and refunds from the Seller for a prospective three-month period. At the end of such three-month period following termination, we will refund any amount not used to offset chargebacks and refunds to Seller (without interest), or seek reimbursement from Seller.  

Severability

If any provision of this Seller Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Seller Agreement shall remain in full force and effect. 

No Agency

You and FoodAdo are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Seller Agreement. 

Your Agreement

This Seller Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Policy and Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof. 

Applicable Law

Any dispute or claim arising out of or in connection with this Agreement will be governed by English law and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales. 


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These Terms and Conditions were last updated on 12th March 2010.


 

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