Terms and Conditions
1.1 The following definitions shall have the following meanings:
|“the Customer”||means the person, firm or company purchasing services from the Supplier;|
|“Force Majeure Event”||means an event beyond the reasonable control of the Supplier;|
|“Intellectual Property Rights”||means any patent, right to an invention, copyright and related rights, trade mark, business name, design right, domain name, goodwill, the right to sue for passing off, design right, database right, right to use and protect the confidentiality of confidential information (including without limitation know-how and trade secrets) and all other types of intellectual property rights, registered or unregistered;|
|“the Services”||means access to the resources, content and advice provided through the membership website vendorsociety.com in accordance with these terms;|
|“the Supplier”||means Ecommerce Nurse Limited trading as Vendor Society, Company Registration 10798755, whose registered office is at 46 Hullbridge Rd, South Woodham Ferrers, Chelmsford, Essex, CM3 5NG, United Kingdom;|
|“these terms”||means these terms and conditions as amended from time to time in accordance with clause 2.2;|
|“Confidential Information”||shall mean any information disclosed by the Supplier or Customer whether disclosed orally, in writing or in other form that is marked as confidential or recognized as confidential;|
|“Website"||means the Supplier’s website at vendorsociety.com;|
|“Permitted Purpose"||the purpose of evaluation to review and support the Amazon business;|
|“Working Day”||means a day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for business.|
1.2 The rules of interpretation in this clause 1 apply in these terms.
1.3 Except where a contrary intention appears, a reference to a clause is a reference to a clause of these terms.
1.4 Writing or written includes faxes and email.
2. Basis of the Sale
2.1 The Supplier contracts on these terms only, and acceptance by the Supplier of any order from a Customer shall be upon these terms and shall override any other terms and conditions stipulated or incorporated by the Customer in its order or in any negotiations, or which are implied by trade, custom, practice or course of dealing.
2.2 Variations or representations will only be binding on the Supplier if confirmed in writing by an authorised officer of the Supplier.
3. The Services
3.1 The Supplier will provide the Services to the Customer.
3.2 All descriptions and illustrations (a) contained in the Supplier's Website, catalogue, price list and advertisements or (b) otherwise communicated to the Customer are intended to present merely a general idea of the Services described and shall not form part of the contract or have any contractual force.
3.3 The Supplier will use its reasonable endeavours to procure that the Services are supplied on time as set out in the Service Specification. However in the supply of the Services any dates for performance are only estimates and time shall not be of the essence.
3.4 The Services provided to the Customer are based on generic vendor content, questions and queries. The Supplier does not provide account specific support.
3.5 Vendor Support is available to all Customers. If the Customer is seen to be overusing this service each month, the Supplier may implement a fair usage policy of between 10-20 questions a month depending on the topic.
3.6 The Supplier uses MailChimp, a US trading company of The Rocket Science Group LLC to send its email communications. By signing up to the membership the Customer agrees to the international transfer of data outside the European Economic Area. MailChimp is GDPR compliant allowing the Customer the ability to unsubscribe to emails and change their preferences.
3.7 Where Confidential Information is shared by the Customer to the Supplier to provide the Services, the Supplier agrees that it shall only use the Confidential Information for Permitted Purpose.
4.1 The price of the Services is as stated on our Website.
4.2 The Supplier shall only send an invoice to the Customer upon request.
5.1 The Customer may cancel their contract at any time. Upon cancellation, the membership account will be closed with immediate effect and the Customer will no longer have access to the members only section of the Website. The Customer will not be issued a refund for any cancellation.
5.2 If the Customer does not want to renew the annual membership, their contract will automatically be cancelled after the date of expiration and the Customer will no longer have access to the members only section of the Website.
6.1 Payment shall be made in full at the point of purchase. Time for payment shall be of the essence of the Contract.
6.2 All sums payable by the Customer under these terms shall be made without any set‑off, deduction or deferment of any nature.
6.3 For annual renewals, the Customer will be notified in advance when the membership expires. For automated renewals, the Customer will be informed when payment will be taken. For non-automated renewals, the Customer will be sent an invoice with instructions on how to make payment.
6.4 In the case of overdue payment, the Supplier will cancel the membership with immediate effect and the Customer will no longer have access to the members only section of the Website.
7.1 The Supplier will issue the Customer a username and password by email within 24 hours of receipt of payment. This username and password will provide the Customer access to the members only section of the Website.
8. Warranties (sale of services)
8.1 The Supplier warrants that the Services shall be provided with reasonable skill and care. The Supplier's liability under this warranty shall be limited to making available free of charge the labour and materials required to make good any failure to perform the Services with reasonable skill or care. The Supplier's liability is also conditional upon:
8.1.1 written notice of the defect being given to the Supplier within 7 days after discovery of the same and in any event within 3 months after the date of performance of the Services.
9. Limitation of Liability and Customer's obligations
9.1 The Supplier's liability for any loss, injury or damage of any nature whatsoever, whether direct or consequential, arising out of or in connection with any Services shall not exceed the amount paid by the Customer to the Supplier for the Services prior to the event (or events) giving rise to the claim.
9.2 The Supplier shall not be liable to the Customer or any other party for any losses or damages whatsoever or howsoever arising in connection with the Website (whether under these terms and conditions or other contract or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence).
10. Force Majeure
10.1 The Supplier shall bear no liability for loss, damage or delay howsoever arising by a Force Majeure Event, and in these circumstances may suspend or cancel the whole or part of any delivery. The Supplier shall endeavour to notify the Customer as quickly as reasonably possible if a Force Majeure Event occurs.
10.2 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 2 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the Customer.
11.1 The Supplier may, by notice to the Customer, terminate any contract between the Customer and Supplier forthwith and/or immediately recover from the Customer all sums due from the Customer if:
11.1.1 any payment due by the Customer to the Supplier is overdue in whole or in part;
11.1.2 the Customer commits any breach of any of the terms of any contract with the Supplier and, if the breach is remediable, fails to remedy that breach within 7 days after receipt of notice in writing to do so;
11.1.3 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
11.1.4 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
11.1.5 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or its solvent reconstruction;
11.1.6 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
11.1.7 a resolution is passed or a court order made resolving or ordering the Customer to be placed into liquidation or ordering that an administrator be appointed over all or any of its assets;
11.1.8 a receiver or administrative receiver is appointed over all or any of the assets of the Customer; or
11.1.9 the Customer (being an individual) has a petition in bankruptcy entered against him, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.2 Where the Customer is situated outside of the United Kingdom, the Supplier shall be entitled to terminate the contract and/or recover all sums due pursuant to clause 11.1 if any event occurs in relation to the Customer that is analogous to the events described in clauses 11.1.4 to 11.1.9.
11.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services if the Customer fails to pay any amount due on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.1, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
11.4 On termination of a contract for any reason:
11.4.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
11.4.2 termination will be without prejudice to the parties’ accrued rights; and
11.4.3 any clauses in these terms that expressly or by implication continue to have effect after termination shall continue in full force and effect.
12.1 If at any time any question, dispute or difference whatsoever shall arise between the Supplier and the Customer in relating to or in connection with the contract, either of them shall give to the other notice in writing that it requires such question, dispute or difference to be referred to the arbitration of a person to be agreed upon or, failing agreement within 14 days after the date of such notice, of some person to be appointed on the application of either party by the President for the time being of the Law Society pursuant to the Arbitration Act 1996.
13. Intellectual Property Rights
13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
13.2 The Customer is permitted to use the material on this Website for business use, but not for distribution or resale. The Customer promises that they will not share their login details for the Website with anyone outside of their business or resell or otherwise attempt to commercially benefit from the Website content.
14. Indemnity from the Customer
14.1 The Customer hereby indemnifies and holds harmless the Supplier against:
14.1.1 all claims relating to the Services provided to the Customer in respect of any loss damage or expense sustained by any third party, save only in respect of death or personal injury caused by the negligence of the Supplier or any of its employees or agents; and
14.1.2 any costs or losses incurred by the Supplier directly or indirectly due to the Customer Default.
15.1 The Supplier and Customer agree to keep confidential the other’s Confidential Information unless required by law. The Supplier or Customer will not use or disclose the other’s Confidential Information for any purpose, other than to the extent necessary to perform its obligations or exercise its rights under these Terms.
16.1 No waiver by the Supplier of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of the contract.
16.2 The parties agree to be bound by these terms, which they consider to be reasonable. If any clause of these terms is held by any Court or competent authority as invalid or unenforceable in whole or in part the validity of the remainder of these terms and of the remainder of the provisions in question shall not be affected thereby.
16.3 The Customer shall not assign or transfer any contract to which these terms apply nor the benefit thereof to any person whatsoever.
16.4 These terms constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between them relating to the subject matter of these terms. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier that is not set out in these terms.
16.5 Any notice given under these terms must be in writing and delivered to the recipient at the address of (a) its registered office (in the case of a company) or (b) its principal place of business (in any other case), or at such other address as has been notified to the sender previously in writing for the purpose of this clause.
16.6 A notice given under these terms shall be validly served if sent by email.
16.7 A person who is not a party to these terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
16.8 These terms shall be governed by and construed in accordance with the laws of England and each of the parties hereto submits to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under these terms.
Version: October 2017