1 Acceptance Of Terms
1.1 These provisions set out the terms and conditions ("Terms") on which you (the "Seller", “you” and "your") may become a member of the OnBuy website ("Site") to sell products which must not be Prohibited Products (as defined in Schedule 2) ("Products") to customers of the Site ("Customers").
1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 About Us
2.1 The Site is operated by Visor Commerce Ltd. trading as OnBuy ("OnBuy", "us", "we" and "our"). We are registered in England and Wales under company number 09108414 and with our registered office address at Unit J7, The Fulcrum, Vantage Way, Poole, BH12 4NU. To contact us, please see our Contact Us page.
3 Overview Of Roles
3.1 OnBuy allows Sellers to list and sell their Products on the Site contracting on terms which include, as a minimum, the OnBuy Customer Terms. Please note that although OnBuy facilitates the transactions which are carried out through the Site, OnBuy is neither a buyer nor a seller of the Products and does not assume any responsibility nor make any representation, warranty or guarantee, whether express or implied, as to the Products.
3.2 Where a Customer orders a Product through the Site, the contract is formed solely between the Seller and the Customer at the completion of the sale (“Contract”). A Contract will comprise the Seller’s terms (which include, as a minimum, the OnBuy Customer Terms), the email confirmation of the Customer's order and the information on the Seller's shop ("Seller's Shop"). OnBuy is not a party to that Contract, is not liable for the Contract or any claim or dispute arising out of or in connection with it nor is OnBuy acting as the Seller's agent.
3.3 The Terms (and the documents referred to in them) may be updated from time to time. Every time you wish to use our Site, please check these Terms to ensure you understand the Terms that apply at that time. These Terms were most recently updated on 23rd December 2019.
3.4 Seller details are displayed on the Site on the Seller's Shop (linked to from the Product pages).
4.1 During the registration process the Seller will be asked to select a country of registration. This country must be featured among the list of supported countries offered by our payment service provider PayPal.com ("PayPal") and the Seller must be able to set up a business account in the chosen country.
4.2 Sellers selecting a country outside of the supported countries offered by PayPal will be warned "Country Warning" that they should only continue with registration if they have secured services with PayPal. Please note that if a Seller completes the application process, including payment for the Monthly Subscription Fee (as defined in clause 6.1), and continues past the Country Warning, OnBuy will not be liable for a refund of the Monthly Subscription Fee.
4.3 Once the Seller has successfully completed the application process, and your Monthly Subscription Fee (as defined in clause 6.1) has been received, the Seller will be given their own dedicated area of access called the Seller Control Panel ("SCP"). There the Seller can upload, update and review detailed Listing Information (as defined in clause 7.1.6) for its Products (photos, text, shipping methods etc). Orders will be logged into the SCP. From here, the Seller will be able to manage Customer orders, view and manage Disputes (as defined in clause 7.6.1), view and print sales history between the Seller and OnBuy, update and manage stock levels, view performance reports, manage their subscription and handle Customer feedback. All financials will be stored in the SCP and all communication with the Customers and OnBuy team will be made through the SCP.
4.4 The Seller will then be able to either create a new Listing (as defined in clause 7.1.6) or use an existing Listing to list their Products.
4.5 If another Seller is already using a Listing and you wish to update the details for that Product listed on that Listing, you can submit a request to change the Listing, however this will not automatically update on the Site without OnBuy accepting the changes. A Listing can only be edited without OnBuy accepting the changes, in a limited capacity, if you are the only Seller currently using that Listing and/or no other Seller is currently using that Listing.
4.6 Should OnBuy choose to restrict the Seller's access to the SCP pursuant to these Terms, the Seller will only have access that enables them to view and manage current orders, view invoices between the Seller and OnBuy, mark orders as dispatched and handle Customer feedback ("Restricted Access"). Whilst a Seller has Restricted Access, its Listings will not be visible to Customers and Customers will not be able to place orders with the Seller.
4.7 When payment is made by a Customer, the funds will be paid straight to the Seller's PayPal payment account in accordance with PayPal’s terms and conditions. The funds are placed on “Partner Hold” until the Seller dispatches the order to the Customer and updates the order status to “dispatched”. OnBuy will then instruct PayPal to remove the “partner hold” and release the funds to the Seller, minus the Product Sales Fee in accordance with the process set out under clause 6.2.
4.8 OnBuy will provide the Seller with a VAT invoice monthly for each Monthly Subscription Fee (as defined in clause 6.1) and the Product Sales Fees (as defined in clause 6.2). The VAT invoice will be prepared and provided to the Seller during the subsequent month following the period for which the VAT invoice relates e.g. the VAT invoice relating to the calendar month of February will be prepared on the 1st of March, the VAT invoice relating to the calendar month of March will be prepared on the 1st of April.
5 Commencement And Duration
5.1 The Seller's membership will commence on the later of:
5.1.1 the Seller having confirmed their acceptance of these Terms; and
5.1.2 the date on which we have approved the Seller's application, received the first Monthly Subscription Fee and granted the Seller access to the SCP.
(“Commencement Date”) and, subject to clause 6.3.5 and clause 9, shall continue until either party gives not less than 30 days’ notice to terminate.
6 Membership And Charges
6.1 Monthly Subscription Fee
6.1.1 Every Seller is required to pay a subscription fee for each calendar month during which they are a member of the Site ("Monthly Subscription Fee"). This fee is based on a monthly rolling contract and there is no minimum commitment. For the avoidance of doubt, references to "monthly" in these Terms shall refer to calendar months.
6.1.2 The Monthly Subscription Fee is a non-refundable fee which will be processed online by recurring payments made in advance starting on the Commencement Date and then monthly thereafter ("Due Date”) unless the Seller serves 30 days’ written notice through the SCP to terminate these Terms under clause 9.3.
6.1.3 Where the first Monthly Subscription Fee is taken on the 28th, 29th, 30th or 31st of a month, the subsequent Due Dates will be as close to the original payment dates as possible and no later than the date on which the first Monthly Subscription Fee was taken. The Monthly Subscription Fee is subject to VAT (where applicable) subject to receipt of a valid VAT invoice.
6.1.4 There are two different Monthly Subscription Fee options, which may be increased from time to time by OnBuy, as detailed in Schedule 1, which includes our Standard Seller Subscription Fee and a Partner Seller Subscription Fee.
220.127.116.11 The Partner Seller Subscription Fee includes additional services and marketing activities/routes as advertised on the Site. Sellers who choose to sign up with the Partner Seller Subscription Fee as their Monthly Subscription Fee will be known as "Partner Sellers".
18.104.22.168 Please note that the additional services and marketing activities/routes detailed on the Site are examples only and should be treated as such. The Seller acknowledges and accepts that not all services or marketing activities/routes mentioned on the Site may be available to all sellers.
22.214.171.124 All Partner Sellers will have access to OnBuy's Priority Support Team, who will support them with questions and advice relating to selling on OnBuy.
6.2 Product Sales Fee and Product Boost Fee
6.2.1 When a sale is made for a Seller’s Listing, the Product Sales Fee is payable by the Seller and is made up of two parts:
126.96.36.199 the first is calculated as a percentage of the Product Sales Price; and
188.8.131.52 the second is a percentage of the shipping costs associated with that order calculated at the flat rate set out in Schedule 1
(together the "Product Sales Fee").
6.2.2 Product Boost Fees may also be payable as described in clause 7.7.6.
6.3 Remedies for late payment
Without limiting any of our other rights, if the Seller fails to pay to us any amounts owed to us under these Terms on the due date for payment, at our option we shall have the right to:
6.3.1 deduct the outstanding amounts from any future funds received from Customers in payment for the Seller's Products ordered through the Site i.e. offset any amounts that are payable by you to us against any payments we make to you, until any outstanding amounts are settled; and/or
6.3.2 seek any other payment or reimbursement from you by any other lawful means; and/or
6.3.3 grant the Seller only Restricted Access to the SCP with immediate effect; and/or
6.3.4 cancel the Seller's membership with immediate effect; and/or
6.3.5 charge the Seller interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Seller must pay us interest together with the overdue amount.
7 Seller Commitments And Order Processing
7.1 In signing up to these Terms, the Seller commits to:
7.1.1 sell Products on terms which include, as a minimum, the OnBuy Customer Terms;
7.1.2 supply only Products that can be delivered to the Customer within the Timeframes stated in clause 184.108.40.206. For the purposes of these Terms a "Working Day" means any day that is not a Saturday, Sunday or Bank Holiday in the primary country of the Site;
7.1.3 be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering the Products to the Customers using reasonable skill and care;
7.1.4 ensure that the Seller's company name, company number, registered office and where applicable trading address and VAT registration number (“Seller Information”) are clearly displayed on the Seller's Shop and updated, as necessary, as soon as practicable. This shall include updating the details of the Seller's VAT registration number. Should the Seller no longer hold a VAT registration number, it shall remove this from the Seller Shop. The Seller acknowledges that OnBuy shall have no liability in relation to the Seller's VAT registration details or any other Seller Information which it is obliged to display and keep updated under this clause 7.1.4;
7.1.5 indemnify OnBuy against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to a breach of clause 7.1.4;
7.1.6 take responsibility for the accuracy and detail of all Product information (including Product descriptions, images, measurements, condition and any other supplementary information about the Products) as well as the price which the Products are sold at ("Product Sale Price") along with stock value (the total amount of stock that Seller has available for OnBuy Customers to purchase) and the Seller's SKU (Stock keeping Unit) of the product (“Listing Information”), ensuring that this information is detailed in a listing on the SCP ("Listing"). You agree that you are responsible for the accuracy of the information provided in a Listing whether you are creating the Listing or using an existing Listing;
7.1.7 indemnify OnBuy against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading descriptions of the Products sold on the Site or Listing Information;
7.1.8 ensure that it does not misrepresent the origin of the Products through any description made of the Products via the SCP whether contained in a Listing or otherwise;
7.1.9 ensure that all postage costs and additional postage costs displayed through the Site are accurate;
7.1.10 ensure the Products are of satisfactory quality;
7.1.11 ensure the photographic quality of the Products is high and have a white background colour where possible. We recommend using professional photographs but this is not essential;
7.1.12 ensure that the Seller updates the SCP with all periods of holiday ("Seller's Holiday Period");
7.1.13 use reasonable endeavours to respond to order enquires with OnBuy or Customers in a timely manner (immediately if possible, at least within 1 Working Day) unless made during the Seller's Holiday Period;
7.1.14 ensure that they keep up to date with the SCP on a daily basis, tracking orders, updating dispatches and orders and responding promptly to Customers requesting a return or raising a Dispute unless made during the Seller's Holiday Period;
7.1.15 ensure stock levels are accurate (and available);
7.1.16 prepare a suitable invoice for each order and ensure that this is sent to the Customer when requested;
7.1.17 ensure that where a Product should not be sold to Customers under a certain age, that the minimum age for that Product is correctly entered into the SCP (where applicable);
7.1.18 indemnify OnBuy against all liabilities, costs, claims, actions, proceedings, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to a breach of clause 7.1.17;
7.1.19 refrain from selling any Prohibited Products (as detailed in Schedule 2);
7.1.20 refrain from uploading offensive or nude images or material or otherwise breaching OnBuy's Terms of Website Use;
7.1.21 indemnify OnBuy against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by OnBuy arising out of or in connection with any claims related to a breach of clauses 7.1.19 or 7.1.20;
7.1.22 refrain from using the Site as an advertising portal, other than in listing the Products which you are selling and permitted to sell under these Terms;
7.1.23 ensure all issues with regards to the Site are communicated to OnBuy via a support ticket in OnBuy’s Support Centre or, if the Support Centre is not working by email to email@example.com;
7.1.24 not encourage direct communication with the Customer, through the use of their own email address, only the SCP;
7.1.25 not to use the Site to communicate with Customers with the intention of selling the Products directly to them in competition with the Site;
7.1.26 comply with all relevant legislation in particular but without limitation consumer protection legislation and data protection legislation (including in the UK the provisions of the Data Protection Act 2018);
7.1.27 ensure that the transactions entered into with Customers are lawful in both the primary country of the Site and the jurisdiction(s) in which the Customers are located;
7.1.28 not export, directly or indirectly, any products in breach of any applicable laws or regulations, (including without limitation United States export laws and regulations) to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval;
7.1.29 comply with the policies of OnBuy on matters including but not limited to international trade as the same may be notified to the Seller by OnBuy from time to time;
7.1.30 be solely responsible for the collection and payment of all taxes due in connection with the Products sold by the Seller via the Site, including VAT (if applicable). OnBuy shall not be responsible for collecting VAT from Customers on the Seller’s behalf; and
7.1.31 refrain from selling products which infringe the intellectual property or proprietary rights of any third party.
7.2 Promotion of the Seller's own website
7.2.1 The Seller may not include a link to, or otherwise provide the address of, or promote, its (or any third party's) website on the SCP, any Product or Listing on the Site, in orders shipped that were placed by the Customer on OnBuy, or in any other means of communication with the Customer.
7.2.2 The Seller may not include its email address anywhere on the OnBuy Site, SCP, Product or Listing or in any other means of communication with the Customer.
7.2.3 The Seller may not bid on OnBuy's name, or variations of the OnBuy brand or domain name or brand name, on Google or any other search engines, or any paid search sites.
7.2.4 The Seller acknowledges and accepts that 'OnBuy' is a trade mark of Visor Commerce Ltd. and no rights or licences are granted to any Seller in this respect.
7.2.5 The Seller may not send promotional emails or catalogues or other promotional material to Customers introduced to the Seller by OnBuy, other than those which are branded solely as from OnBuy or to discuss an order placed on the OnBuy Site.
7.3.1 The Seller shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links at its own cost.
7.3.2 The Seller shall use its own virus protection software and shall not access, store, distribute or transmit any viruses or introduce or permit the introduction of any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful during the course of its use of the Site.
7.3.3 The Seller must ensure its username and password logins are kept safe and not accessed by any other party. If these details are lost or accessed by any other party the Seller must contact OnBuy immediately via the Site for new passwords.
7.4 Pricing and Order Processing Information
7.4.1 Product Sale Prices should be inclusive of any applicable VAT and will be deemed to be so (if applicable to the Seller and such applicability is to be solely determined by the Seller and not the responsibility of OnBuy);
220.127.116.11 Each Product Sale Price should not exceed £30,000 inclusive of tax and shipping. Product listings with Product Sale Prices exceeding £30,000 will be removed from the Site.
7.4.2 The Seller acknowledges and accepts that:
18.104.22.168 it will comply with clause 12.5 of the OnBuy Customer Terms in relation to incorrectly priced Products;
22.214.171.124 where the Seller has updated the price of a Product or Products, the updated price may take up to 2 hours to display on the Site; and
126.96.36.199 where packaging and postage costs were not correctly inputted into the SCP, the Seller has no right to pursue the Customer for additional payments once the Customer has placed the order.
188.8.131.52 OnBuy may discount Products. Any pricing changes actioned by OnBuy will not be deducted from the Seller’s payments.
7.4.3 Sale prices can be added to the Site using the SCP.
7.4.4 Once the Seller has received an order through the SCP the Seller:
184.108.40.206 is obliged to fulfil and dispatch the Customer order as soon as reasonably practicable and for receipt within the following timeframes ("Timeframes") which run from the point the Seller's handling time ("Handling Time") expires or, if no Handling Time is set, the point the order is submitted by the Customer through the Site:
Designated delivery Timeframes (in Working Days): 1, 1-2, 2-3, 3-5, 4-6, 6-8, 6-10, 10-15, 14-30
220.127.116.11.1 Orders must be dispatched within the Seller's Handling Time, which can be set in the SCP for a maximum of 10 (ten) Working Days.
18.104.22.168.2 Priority orders must be dispatched on the same Working Day if ordered before the Priority Cut-Off Time set in the SCP.
22.214.171.124 must notify the Customer promptly through the SCP at each of the following stages:
126.96.36.199.1 dispatch of order; and
188.8.131.52.2 any enquiries relating to the order or delivery which will be dealt with through the SCP.
7.4.5 The Seller acknowledges and agrees that OnBuy reserves the right to refund the Customer's payment for an order if the Seller doesn't meet the Timeframes for handling that order as detailed above, or if the Customer raises a Dispute relating to delay, and OnBuy resolves the matter directly with the Seller.
7.4.6 The Seller only accepts a Customer order on dispatching the Product to the Customer. For the avoidance of doubt, the debiting of a payment card shall not constitute acceptance of an order. Where a Product is not marked as dispatched within 28 days of the order being made, OnBuy will treat the order as not having been accepted.
7.4.7 Where a Seller has not accepted an order as described in 7.4.6 or where the Seller has rejected or deemed to have rejected an order, OnBuy shall be entitled to refund the Customer's payment for that order.
7.4.8 The Seller must include with all orders the appropriate invoice (if requested by the Customer).
7.4.9 The Seller must not include any other materials (other than packaging) with the package or order delivered to the Customer which are likely to have a commercially detrimental effect on OnBuy, the Site or the OnBuy brand.
7.5 Delivery/post and packing
7.5.1 A range of shipping options will be available for the Seller to choose to display on the Seller's SCP area. The Seller will be responsible for selecting which options shall apply. The Seller may choose to offer any appropriate option for the Seller's Products and may choose from free shipping, flat rate shipping, weight based shipping or multiple shipping costs where multiple Products have been ordered within the same order.
7.5.2 If additional packaging and postage costs apply to the Seller's Products, where for example the Products are heavy, fragile, bulky or precious or perishable, the Seller is responsible for ensuring that these costs are considered on their Listing in the Product Sale Price.
7.5.3 The Seller must ensure that they select the shipping options from the SCP that apply to their Product, and once an order is made, they must ensure they send it according to the postage/shipping method selected by the Customer, or better. The Seller is responsible for the shipping and liable for any losses in the post including any non-delivery, mis-delivery, late delivery, theft or other error or mistake in connection with Products ordered through the Site.
7.5.4 The Seller must ensure that the Product is wrapped in a professional manner suitable for the Product and must ensure a printed version of the invoice for the Customer is inserted into the wrapping. The wrapping must be appropriate for the Product (for example without limitation (a) delicate items should be wrapped in bubble packaging and (b) Products listed in any of the Sex & Adult categories should be delivered in discreet packaging).
7.5.5 The Seller must ensure that all customs and import duties are to be pre-paid for Products being delivered to addresses within the UK. The Customer is not responsible for the customs and import duties: the price shown for Products on the Site (along with any applicable delivery charges) is the price the Customer pays.
7.6 Returns and Refunds
7.6.1 Any requests for refunds or returns for any Product(s) by a Customer shall be dealt with directly between the Seller and the Customer through the SCP. The Seller will receive an email notification about these requests through the SCP. The Customer will raise a dispute ("Dispute") if the product is faulty, mis-described, damaged, not delivered or not delivered on time and the Customer will request a cancellation ("Cancellation") if they wish to exercise their rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Cancellation requests submitted within 30 (thirty) minutes of placing the order will be processed automatically, requests submitted after this time will be sent to the Seller for review. Orders will not be visible to the Seller via the SCP until after the end of the 30 minute period for automatic Cancellations. The Customer’s remedies for faulty Products will not be less than those under the Consumer Rights Act 2015.
7.6.2 Subject to the provisions of clause 9 of the OnBuy Customer Terms, as available through the Site from time to time, and this clause 7, the Seller shall approve such refund through the SCP and refund the Customer promptly, through the SCP.
7.6.3 Where the Seller triggers a refund through the SCP, the Product Sales Price (and where applicable, the postage costs) paid in respect of the refunded Product(s) will be returned to the Customer. If the Customer has not used the Product and it is returned to the Seller it its original packaging, the Customer will receive a full refund. If the Customer has used the Product or had it installed, the Seller may not be able to sell it to someone else, thereby reducing its value. The Seller may reduce the Customer’s refund of the price (excluding postage costs) to reflect any such reduction in the value of the Product.
7.6.4 The Seller shall process the refund as soon as possible (usually within 3 Working Days) but shall not issue refunds by cheque or other similar means.
7.6.5 The Seller shall ensure that returns and refunds relating to orders shall be processed in accordance with the following terms and conditions. For the purposes of this clause a "Cancellable Product" shall mean a Product that is capable of return and is not listed in clause 184.108.40.206:
220.127.116.11 By law, the Customer may cancel, return or obtain a refund in relation to the Products order under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 within 14 (fourteen) days of the delivery of the Products, however OnBuy requires Sellers to offer a returns period of 30 (thirty) days. The Customer will do this through their online account, and you will receive an email notification from the Customer.
18.104.22.168 However (unless such Product is faulty) the cancellation right set out in clause 22.214.171.124 does not apply in the case of:
126.96.36.199.1 personalised items that are specifically made to a Customer's specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components;
188.8.131.52.2 items sealed for health protection or hygiene purposes which a Customer has unsealed after they receive them;
184.108.40.206.3 personalised items;
220.127.116.11.4 perishable items, including but not limited to food, drink and fresh flowers;
18.104.22.168.5 audio or video recordings or computer software which a Customer has unsealed or opened after they receive them;
22.214.171.124.6 newspapers, periodicals or magazines; and
126.96.36.199.7 items which by their nature cannot be returned (such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied),
(each a "Non-cancellable Product").
188.8.131.52 If the Customer requests a refund for a Cancellable Product within 30 days of delivery then such refund shall be processed by the Seller as soon as possible (usually within 3 Working Days) and in any case no later than 14 days from the date on which the Seller receives the Product back from the Customer. However, the Seller may make deductions from the price, as described below in clause 7.6.3 above.
184.108.40.206 If the Customer ends its contract with the Seller and requires a refund because a Product is faulty or misdescribed or because they have a legal right to do so as a result of something the Seller has done wrong, the Seller shall pay the costs incurred by the Customer in returning the Product(s) to the Seller and refund to the Customer the full cost of the Product. The refund shall be processed by the Seller as soon as possible (usually within 3 Working Days).
220.127.116.11 The Seller shall ensure that when selling on the Site, a returns address within the primary country of the Site is clearly provided on the Seller Shop to which a Customer may return a Cancellable Product. Alternatively the Seller shall provide the Customer with either (a) a pre-paid returns label to return a Cancellable Product or (b) a refund without requesting the Cancellable Product must be returned.
7.7.1 Payments for Products on the Site shall be made directly by a Customer to the Seller through the Site, using PayPal. Transactions shall be recorded on the Seller's designated SCP. The Seller must check the SCP daily for alerts of new orders.
7.7.2 Once the Customer has submitted their order through the Site, funds are taken from the Customer and held by PayPal, until the order is marked as dispatched in the SCP by the Seller. Only once the order is marked as dispatched will the funds be released from PayPal to the Seller. During this process, the transaction within the Seller's PayPal account will show as "Payment on hold by partner".
7.7.3 The Seller hereby appoints OnBuy as its payment processing agent from the purposes of managing payments from Customers and making any necessary refunds on your behalf in line with these Terms.
7.7.4 In addition OnBuy shall notify the Seller by email of orders awaiting dispatch in their SCP, but OnBuy does not warrant the reliability of email communications.
7.7.5 Following receipt of such notification, the Seller shall process each and every order it accepts in accordance with the Timeframes, using the Seller's SCP access. Upon dispatch of each order, the Seller shall further confirm this with the Customer, through their SCP by clicking the "Dispatch" button. This also signifies acceptance of the Customer's order.
7.7.6 Subject to clause 7.7.7, OnBuy shall notify PayPal to pay the Seller the Product Sales Price together with shipping costs for the relevant Product(s) less the applicable sales fee and the applicable Product Boost Fee (and any VAT chargeable by OnBuy on such sums). Where the parties agree to a Product Boost Fee, the Seller agrees to pay an addition fee (between 1-10%) if an item sells from a boosted position or sale. The Seller can control the listings to which the boost function is applied and can disable it as any time although the system can take up to 8 hours to update across all channels (during which time the Product Boost Fee will continue to apply).
7.7.7 Sometimes a Customer may pay for Products using Discount Codes (as defined in our Discount Codes Terms) which we have issued to them through the Site, or we may offer discounts through Price Crash events. However these promotions shall not affect your right to receive payment as set out in clause 7.7.6.
7.7.8 OnBuy reserves the right to change the Monthly Subscription Fees or the Product Sales Fee upon providing the Seller with 30 days' prior written notice.
8 Limitation Of Liability And Indemnity
8.1 Nothing in these Terms shall limit or exclude our liability:
8.1.1 for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
8.1.2 fraud or fraudulent misrepresentation;
8.2 Subject to clause 8.1:
8.2.1 we shall not be liable to you whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any loss of profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or contracts, or for any indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
8.2.2 our total aggregate liability to you arising under or in connection with the sale of the Products to the Customers and these Terms, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall not exceed the total amount in Monthly Subscription Fees that you have paid to us in the 12 months immediately preceding the date on which the claim arose; and
8.2.3 we assume no liability in relation to the Products. It is your responsibility to take out the relevant insurance necessary to cover the cost of the Products you are supplying to Customers in the event that they are lost or damaged in transit.
8.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
8.4 The Seller shall indemnify and hold OnBuy harmless against all liabilities, claims, actions, proceedings, expenses, damages, losses and costs (including but not limited to any direct, indirect or consequential losses, and all interest, penalties, taxes, duties and legal costs and all other reasonable professional costs and expenses) arising out of or in connection with the Seller's use of the Site.
8.5 From time to time, it will be necessary for OnBuy to perform Site updates and carry out maintenance of the Site. Although we will try to do this at times which are least likely to inconvenience our Sellers and Customers, and we will always try to notify Sellers of any planned maintenance, we shall have no liability to you for loss of profits or any other losses caused by maintenance carried out on the Site or downtime of the Site.
9.1 Without limiting our other rights or remedies available to it, we may terminate these Terms with immediate effect by giving written notice to the other party if:
9.1.1 you fail to pay any amount due under these Terms on the due date for payment;
9.1.2 you commit a material breach of any other terms of these Terms which breach is irremediable or (if such breach is remediable) fail to remedy that breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
9.1.3 you repeatedly breach any of the terms of these Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these Terms;
9.1.4 your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to these Terms is in jeopardy;
9.1.5 you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
9.1.6 you take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on you under these Terms), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on you under these Terms), having a receiver or administrative receiver appointed to or a creditor or encumbrancer taking possession of any of your assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.7 you suspend or cease, or threaten to suspend or cease, to carry all or a substantial part of your business.
9.2 Without limiting our other rights or remedies, we shall have the right, at our absolute discretion, to:
9.2.1 terminate these Terms with immediate effect by giving written notice to you if you have at least 5% of your total Product sales for any calendar month returned by Customers in the subsequent month; and/or
9.2.2 grant the Seller only Restricted Access to the SCP; and/or
9.2.3 terminate your access to the SCP by giving you 30 days’ written notice; and/or
9.2.4 terminate these Terms by giving you 30 days’ written notice.
9.3 Without limiting your other rights or remedies, you shall have the right to terminate these Terms by giving us 30 days’ written notice through the SCP.
9.4 Without limiting our other rights or remedies, we shall have the right to immediately suspend your access or grant you only Restricted Access to the SCP if you breach any of the terms listed in clause 7 and, in the case of a breach which is capable of remedy, fail to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
10 Consequences Of Termination
On termination of these Terms:
10.1 you shall immediately pay to us all of our outstanding Monthly Subscription Fees, any other fees set out under clause 6 and any other amounts which are properly owed to us together with any applicable VAT;
10.2 you shall ensure that all orders placed before termination are fulfilled where your level of access to the SCP permits you to do so;
10.3 you shall return to us any property which belongs to us. Until such property has been returned, you shall be solely responsible for its safe keeping and will not use it for any purpose;
10.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected or prejudiced. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;
10.5 all licences granted under these Terms will expire on termination unless required for the purposes of clause 10.2;
10.6 clauses which expressly or by implication have effect after termination shall continue in full force and effect; and
10.7 you acknowledge and accept that we reserve the right to pass your contact details to a Customer where, on termination of these Terms, there remain any Disputes or issues which are unresolved between you and the Customer.
11.1 OnBuy will take all precautions to securely store all of the Seller's Product and business information and will not share this with any third party, unless specific permission is granted by the Seller.
11.2 The Seller will not disclose any details of OnBuy’s correspondence or operations (including the operations of the SCP and marketing plans) to any third parties, except its group companies and employees, workers, agents or authorised representatives that have a genuine need to know that information in connection with the implementation of these Terms (“Permitted Recipients”) provided that the Seller informs those Permitted Recipients of the confidential nature of the information before it is disclosed and procures that those Permitted Recipients comply with the obligations in this clause 11 as if they were the Seller. The Seller shall be liable for the actions or omissions of the Permitted Recipients as if they were the actions or omissions of the Seller.
11.3 The obligations of confidentiality under these Terms shall remain in effect for 5 (five) years after the termination or expiry of these Terms.
12 Intellectual Property Rights
12.1 The copyright, design rights and all other intellectual property rights in the Site and in any materials and other documents or items that we prepare or produce in any form whatsoever in connection with the Site (“Documentation”) will belong to us absolutely.
12.2 You may not use the Documentation without OnBuy's prior written consent.
12.3 You acknowledge and accept that the copyright, design rights and all other intellectual property rights in a Listing will belong to us absolutely or have been licensed to us. Listing a Product against a Listing does not grant you any intellectual property rights in that Listing.
12.4 We hereby grant you a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right to use, each Listing for the sole purpose of advertising the Product(s) which you sell through the Site.
12.5 Except as expressly stated in clause 12.4 above, these Terms do not grant the Seller any rights to, under or in, any copyright, designs, patents, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Site or any of our Documentation.
12.6 OnBuy represents, undertakes and warrants that it is the legal beneficial owner of all intellectual property on the Site (including without limitation the SCP) or has an irrevocable licence to use such intellectual property for the purposes for which it is used. OnBuy shall indemnify the Seller and hold the Seller harmless against any and all damages, liabilities, costs, expenses and losses arising out of or relating to any non-compliance or breach of this clause 12.5. OnBuy acknowledges and agrees that clause 8 shall not apply in relation to this indemnity.
12.7 Your name, logo and all other intellectual property rights that relates to you (including those in any materials and other documents or items that we prepare or produce in connection with the Site) will belong to you absolutely.
13 Seller's IPR Warranty And Indemnity
13.1 The Seller warrants to OnBuy that it is the legal beneficial owner of all the IPR and/or possesses a valid licence to use the materials which it provides or uploads to the Site including the data, information (for example Listing Information and Seller Information), photographs, logos and images and the use of any such materials by OnBuy pursuant to these Terms will not infringe the IPR of any third party and that there is and will be no claim against OnBuy or the Seller by any third party arising in relation to any such materials.
13.2 The Seller shall indemnify OnBuy and hold OnBuy harmless against any and all claims, actions, proceedings, damages, liabilities, costs, expenses and losses (including without limitation court costs and reasonable legal fees) arising out of or relating to any non-compliance or breach of this clause 13.
13.3 For the purposes of these Terms, "IPR" shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in set-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in computer software, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.
14 Law And Jurisdiction
Contracts for the purchase of goods or services through our Site shall be governed by English law. Any dispute or claim arising from, or related to, such contracts (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England.
15.1 We shall not be responsible if we are prevented from or delayed in performing any of our obligations hereunder, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, lockdown, COVID-19 related matters, the ending of the transition period for the UK’s departure from the EU, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
15.2 No party shall assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under these Terms without the other party’s prior written consent, provided at all times that the Seller is permitted assign or subcontract its obligations under these Terms to its group companies.
15.3 Any notice or other communication required or permitted to be given to a party under these Terms shall be deemed to have been validly given if served personally on that party or if sent by First Class pre-paid post to that party’s registered office (if a company) or its principal place of business (in any other case) or if sent by email to that party's email address as set notified to the other party in writing in accordance with this clause. Any notice or other communication shall be deemed to have been received: (a) if served personally, on signature of a delivery receipt; (b) if sent by First Class pre-paid post, 2 Working Days after the date of posting; and (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on a Working Day.
15.4 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 If any provision or part-provision of these Terms is or becomes void, voidable, illegal or otherwise unenforceable (or indications to that effect are received by us from any competent authority) then that provision shall be deemed deleted to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable. If any provision or part-provision of these Terms is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.6 Nothing in these Terms is intended or shall be deemed to create a partnership or joint venture of any kind between the parties, nor authorise either party to act as agent for the other, and you shall have no authority to act in our name or on our behalf or otherwise to bind us in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15.7 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.8 No variation of these Terms shall be binding unless made in writing and signed by you and us.
15.9 These Terms 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.
15.10 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with English law.
15.11 Each party irrevocably agrees that the English Courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
15.12 References in these Terms to “writing” includes email (provided the email is supported by a valid server delivery receipt).
Monthly Subscription Fees
Standard Seller Subscription Fee: £19 per month (plus VAT)
Partner Seller Subscription Fee: £39 per month (plus VAT)
Subscription Waiver Guarantee
For Sellers paying the Standard Seller Subscription Fee the Subscription Waiver Guarantee will be automatically applied to when the Seller pays the first month’s Standard Seller Subscription Fee and will continue to be applied for each month in which the Seller’s sales for that month do not exceed £500.
OnBuy charges a different selling fee depending upon the category that your product is placed in on OnBuy. Our selling fees are detailed below:
|Consumer Electronics, Large Appliances & Computing||5%|
Selling Fees (plus VAT) can be found by calculating:
- Correct % of the Product Sale Price (as per Selling Fee table above); and
- 9% of the total delivery cost;
and adding the two to find the total.
OnBuy selling fees are set at a minimum of 1p (1 penny) per product. If, for any reason, the selling fees work out to be less than this amount, the Seller will be charged 1p regardless.
OnBuy may discount Selling Fees for the purposes of the OnBuy Deals platform. Discounted fees are a marketing tool actioned by OnBuy to offer the Customer a saving, and will appear on your invoice (as detailed in clause 4.8) accordingly.
If a product is defined as a Prohibited Product by either OnBuy or PayPal, it must not be sold on the Site.
You may not sell any of the following:
- Products that are illegal in any way or contravene local rules or legislation.
- Explosives, weapons and related items.
- Animal parts or products.
- Counterfeit, unauthorised or unlicensed merchandise.
- A toy not marked with the CE mark.
- A medical device not marked with the CE mark.
- An electronic good not marked with the CE mark, without a plug, or which has been subject to a product safety recall.
- A Product which infringes the IPR of a third party.
- Offensive and/or Controversial Materials, classified as Products that promote, incite or glorify hatred or violence towards any person.
- Unauthorised or restricted chemicals including but not limited to biocides, pesticides, and detergents.
You may not sell any of the following in the United Kingdom (if you are selling in other parts of the world, you must comply with equivalent local regulations in respect of these and any similar matters):
- An electronic good without a 3-pin UK plug (excluding shavers and similar electrical grooming Products).
- Medicinal Products not authorised for sale in the UK, or in a format the MHRA defines as requiring a prescription or supervision by a licensed practitioner.
- Veterinary medication not authorised for sale in the UK, or defined as requiring a prescription by the VMD.
- Zero-powered cosmetic contact lenses can be supplied only under the supervision of a registered optometrist, dispensing optician or medical practitioner.
You can see which Products violate PayPal's Acceptable Use Policy here: https://www.paypal.com/en/webapps/mpp/ua/acceptableuse-full