Seller Terms

These Seller Terms apply to those that register a selling account on the Jollee Marketplace and govern the use of that account, the listings created and published by the Seller, and the Seller's conduct of sales made via the website.

1. Definitions

In these Seller Terms, we will use the following capitalised terms, which have the meaning given here:

"Account" means a registered user account for access to the Services as a Seller;

"Buyer" means the legal person that places an Order;

"Jollee Marketplace" means the website operated by Jollee Ltd, accessible at www.jollee.co.uk;

"Marketplace Item" means the goods and/or services you make available for purchase via the Jollee Marketplace, in accordance with these Seller Terms and the Terms of Service;

"Marketplace Listing" means the listing(s) for the Marketplace Item(s) created and published by you via the Jollee Marketplace, setting out a description of the Marketplace Item, any associated delivery or performance details, your details as Seller, and any special terms or policies applied by you (for example in relation to redemption, fulfilment, cancellation, returns and/or refunds);

"Order" means an order for Marketplace Item(s), placed via the Jollee Marketplace, subject to the Terms of Sale;

"Seller, you, your" means the legal person that has registered an Account under these Seller Terms;

"Services" means the provision by Jollee Ltd of the Jollee Marketplace, and the administration of Orders and associated payments, in accordance with the Terms of Service, the Terms of Sale and these Seller Terms;

"Terms of Sale" means the terms and conditions applicable to each Order, accessible here; and

"Terms of Service" means the terms of service applicable to your use of the Services, accessible here.

2. General

Jollee Ltd (we, our, us) provides the Jollee Marketplace and the Services as a marketplace provider and intermediary only, subject to these Seller Terms, the Terms of Sale, and Terms of Service.

By registering an Account, you represent to us that: (i) you have read, understood and accepted these Seller Terms, the Terms of Sale, and the Terms of Service; and (ii) if registering on behalf of a body corporate or other organisation with separate legal identity, you have the requisite authority to bind that entity to these Seller Terms, the Terms of Sale, and the Terms of Service.

3. Registration

To register as a Seller, you will be required to provide relevant business information to us, including (as applicable) individual or company name, business name, company number, registered office and (if different) trading address, VAT information, and branding. Full details of the information required will be set out in our registration form. We reserve the right to refuse or subsequently revoke registration at our sole discretion.

You agree to notify us immediately in the event of any change to your circumstances, including any of your email address, business and/or payment information, by contacting [email protected]. You can also update certain information within your Account.

4. Use of the Services

When listing a Marketplace Item for sale via the Jollee Marketplace and creating a Marketplace Listing, you warrant and undertake (for our benefit and the benefit of Buyers) that: (i) you are the legal owner of the Marketplace Item in the case of goods or, in the case of services, you have all necessary rights, licences, consents and approvals to enable you to provide the services; (ii) the Marketplace Listing and Marketplace Item are genuine and available for supply; (iii) the description(s) and specification(s) provided by you shall be and remain complete and accurate and you are legally entitled to publish such information; and (iv) the Marketplace Item will conform to the warranties given for the benefit of the Buyer in clause 10.2 of the Terms of Sale.

Registering as a Seller does not guarantee that Marketplace Listings you upload will be published within any particular timeframe or at all, will be accessible or viewable at all times, or that any particular sales volume will be achieved.

We may (but shall not be obliged to) vet any Marketplace Listings published by you and we may require or recommend changes or may decline to publish a Marketplace Listing in our sole discretion, including if it breaches any of the submission guidelines in clause 5. Regardless of whether we vet or review any Marketplace Listing, you remain solely responsible for it and for the associated information provided by you.

You may withdraw a Marketplace Item from sale at any time. If you do so, the Marketplace Item will no longer be made available for purchase but any existing Orders will remain valid and must be performed by you in accordance with the terms of the Order.

Your Seller profile information and each Marketplace Listing may not contain any external links to any other store or any site (whether or not belonging to or operated by you), except with our prior written agreement.

5. Submission undertakings

You agree that each Marketplace Item submitted by you and each associated Marketplace Listing shall meet any submission requirements notified to you by us, including but not limited to the following undertakings and promises:

• you have the right, power and authority to market, promote, sell, supply and provide the Marketplace Item in accordance with these Seller Terms and the Terms of Sale;
• the Marketplace Listing contains full, complete and accurate details of the Marketplace Item;
• the Marketplace Listing contains any information relevant to the purchase, supply, performance and/or use of the Marketplace Item that the Buyer may reasonably expect to receive prior to placing an Order;
• the Marketplace Item shall be of satisfactory quality, conform to the description(s) and specification(s) you provide, and conform to the warranties given for the benefit of the Buyer in clause 10.2 of the Terms of Sale;
• you will use best efforts to meet any delivery or performance date(s) specified in the Marketplace Listing, Order, or otherwise agreed between you and the Buyer;
• digital goods shall not be corrupted or contain any malicious code or materials;
• the Marketplace Listing shall not be AI generated or contain any AI generated content unless you have vetted the content and confirmed that it is complete, true and accurate and does not infringe any third party rights;
• images of the Marketplace Item are an accurate representation of the Marketplace Item and have not been photoshopped or AI generated unless this is clearly brought to the Buyer's attention within the Marketplace Listing;
• the Content within the Marketplace Listing conforms to the Content standards shown in clause 5.2 of the Terms of Service;
• the Marketplace Listing uses appropriate submission tags;
• your submission does not include repetitive or irrelevant keywords, or anything illegal, defamatory, offensive, or any expletives;
• you should not re-submit the same Marketplace Item(s) if they are rejected or removed by us, unless you have addressed any issues or defects identified by us. You must not re-add any keywords removed or rejected by us or modify any admin-edited captions.

Failure to meet the submission requirements may result in the rejection or subsequent removal of your Marketplace Listing and, in the case of repeated failures, may result in the suspension or termination of your Account.

6. Marketplace Item sales and compliance

By listing a Marketplace Item on the Jollee Marketplace, you are authorising us to market and sell that Marketplace Item on your behalf.

Where a Buyer places an Order for a Marketplace Item, we will acknowledge that Order on your behalf in accordance with the Terms of Sale and provide the Order information to you for processing. You undertake and represent that you have reviewed the Terms of Sale and are able and willing to supply the Marketplace Items on the basis set out therein, and give us full power and authority to bind you to the Contract (as defined in the Terms of Sale).

You may incorporate your own terms and conditions applicable to the sale and supply of certain Marketplace Items (Special Terms) into your Marketplace Listings by following the instructions on the Jollee Marketplace. Where you do so, such Special Terms shall apply to any Order placed for the relevant Marketplace Item(s). You agree that any Special Terms imposed by you shall (i) be clearly written in plain English; (ii) be reasonable and comply with applicable laws and regulations, including the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to the extent applicable; and (iii) not conflict with the rights and obligations set out in the Terms of Sale.

If you become aware that any Order has been placed subject to inaccurate information, including inaccurate pricing, you agree to promptly notify us. We will agree the appropriate course of action with you, which may include (i) contacting the Buyer(s) with the accurate information to enable them to decide whether to proceed with the Order; (ii) proceeding with the Order based on the information already provided to the Buyer; or (iii) cancelling the Order and refunding the Buyer.

You are solely responsible for ensuring that your Marketplace Items and Marketplace Listings, and your supply of the Marketplace Items, conform with all applicable laws and regulations in the jurisdiction(s) in which they are marketed and supplied. In particular, but without limiting the generality of the foregoing:

• the Marketplace Listing shall conform to all applicable advertising laws and regulations and shall not contain any misleading information;
• goods shall conform to all applicable manufacturing, certification, labelling and packaging requirements; and
• you shall comply with all applicable consumer laws and regulations, including the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, including by providing all necessary pre-contract information and enabling the Buyer to exercise their right to cancel where applicable.

7. Handling of payments

You agree to appoint us as your sole and exclusive payment processing provider in connection with Orders placed via the Services. We will process payment of the sales price of each Marketplace Item (including any VAT or analogous sales tax) on your behalf via Stripe and remit such payments to you after deduction of our Revenue Share (see clause 8 below). You agree that the pricing set by you will be genuine and you will not engage in any unfair pricing practices.

You agree to ensure that the payment information we hold for you is complete and accurate and remains so at all times. We will not be liable for any non-receipt by you of payments if you have provided incomplete or inaccurate information.

We will typically remit payment as and when received from the Buyer, subject to Stripe's processing times. However, we reserve the right to (i) place a hold on all or part of any payment for up to fifteen (15) days from the payment date; (ii) require a minimum amount to be held in reserve at all times; and/or (iii) require you to provide a secondary payment method to us, in each case as security against any cancellations and/or refunds that may be due to Buyers.

We will use reasonable endeavours to debit payment from the Buyer in accordance with these Terms but shall not be liable for any delay in payment, including but not limited to delays caused by inaccurate or invalid payment information, banking errors or unavailability, lack of sufficient funds, or otherwise. We are not liable to make any payment to you unless and until we are in receipt of cleared funds from the Buyer.

If a Buyer defaults on any payment obligations, we shall take reasonable steps to notify them and require them to make payment via the Services but shall not be liable to you if they fail to do so. You have the ability to cancel an Order if a Buyer fails to pay and/or to take enforcement action against the Buyer pursuant to the Terms of Sale.

Where a refund is paid to a Buyer, or a transaction is cancelled, reversed or subject of a chargeback, you agree that we may deduct from any funds held by us, or from any subsequent payments received by us, the value of that refund or transaction and you shall not be entitled to that sum. Where you have already received payment in respect of an Order and no funds are held or received by us following a particular refund, cancellation, reversal or chargeback, you agree to pay the value of the same to us immediately on demand.

8. Fees and Revenue Share

We use Stripe as our payment processor. Stripe's processing fees shall be deducted at source and shall be apportioned between you and us equally. The remainder shall be remitted to you, following deduction of our Revenue Share and subject to clause 7.3.

You agree that we shall be entitled to a share of the revenue from all sales made via the Services (Revenue Share). The applicable Revenue Share shall be as provided to you when you register an Account or when we accept your Account registration and may differ depending on the type of Marketplace Item and/or other parameters as per the information provided to you. The Revenue Share may be reviewed and updated by us on notice from time to time. If you are unhappy with any change in the Revenue Share, you have the ability to delist your Marketplace Items and/or close your Account.

We will deduct our Revenue Share at source from the payments received from Buyers, prior to remittance of the remaining balance to you as described in clause 7 above.

You agree that the Revenue Share is payable to us for the provision of the Services and is not dependent on Orders being fully performed and completed. Accordingly, if an Order is subsequently cancelled, any refund is paid to the Buyer, or any cancellation or chargeback of a payment is made by a Buyer, we shall remain entitled to our Revenue Share on that Order and will not refund or cancel the Revenue Share paid or payable to us unless we agree otherwise in respect of a particular Order. You shall remain liable for the Revenue Share in respect of payments processed by us, whether those payments are remitted to you or repaid to the Buyer. In addition, you agree that Stripe processing fees shall not be refunded on any transaction, and you shall be responsible for the full value of any refund issued to a Buyer.

9. Taxation, accounting and employee liabilities

You are solely responsible for your own taxation liabilities and accountancy practices and agree to account to the appropriate authorities for any tax payable on the revenue received by you pursuant to these Terms, including but not limited to VAT. You agree to indemnify us from and in respect of any such taxation liability on the revenue received by you pursuant to the sale of the Marketplace Items.

If we require any proof of tax status, including but not limited to provision of an IRS Form W-9 or IRS Form W-8, you agree to complete, sign and submit the same to us promptly on request. We may withhold payment pending receipt of such proof and will not be liable to you for doing so.

Where required by law, we may withhold or deduct such sums as are required, including on account of withholding tax, and will remit payment to you less such sum.

You agree that our relationship is that of independent businesses and nothing in these Seller Terms creates or constitutes an employer-employee relationship between you and us. Accordingly, you are fully responsible for and shall indemnify us from and in respect of any income tax, National Insurance and/or social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with your performance of these Seller Terms or any payment or benefit received by you, your employees, workers and agents in respect of the sale of your Marketplace Items, where such recovery is not prohibited by law.

10. Coupons and promotions

The Services may enable you to set up coupon codes and/or promotions for Buyers to use. This functionality shall be subject to such terms and conditions as you and we may impose from time to time. As a minimum, you agree that:

• coupon codes shall only be capable of being used once per Buyer;
• only one coupon code may be used per Order;
• multiple promotions and coupons may not be combined unless we agree otherwise; and
• no coupon or promotion (whether alone or in conjunction with others) may be applied so as to reduce the value of any Order to zero.

11. Limitation of liability

To the extent legally permissible, we shall not be liable to you for any losses, whether in contract, tort, statutory duty or otherwise (including but not limited to direct, indirect, special, incidental or consequential losses or damages), that are directly or indirectly related to:

• use of your Content (as defined in the Service Terms) by third parties;
• any third-party claim of intellectual property infringement in relation to your Content;
• any dealings entered into between you and Buyers;
• any damage to any devices, including any computer, mobile device, or other equipment or technology, including but not limited to any damage which results from any security breach or from any virus, bug, malware or fraud;
• loss of, or damage to, any of your Content or other data; or
• accuracy of information or results,

whether or not such losses are foreseeable and regardless of whether we have been advised of, or should have known about, the possibility of such damages.

Subject to clause 11.4, we will not be liable to you for any loss of profit, business, business opportunity, goodwill, anticipated savings, loss of or corruption of data (in each case whether direct or indirect), or any indirect or consequential damages.

Subject to clauses 11.2 and 11.4, our maximum aggregate liability to you under or in connection with these Seller Terms and the provision and use of the Services, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the higher of (i) £5,000; or (ii) an amount equal to the Revenue Share received by us from you in connection with your use of the Services in the twelve (12) months preceding any cause of action.

Nothing in these Terms shall limit or exclude our liability for:

• death or personal injury resulting from our negligence;
• fraud or fraudulent misrepresentation; and
• any other liability that cannot be excluded or limited by English law.

12. Indemnity and insurance

You agree to indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal fees and costs, arising out of or in any way connected with any of the following:

• your Content, Marketplace Listings and dealings entered into via the Services with Buyers and/or other Sellers, including any dispute arising therefrom;
• your violation of any third-party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights and any obligation to obtain the consent of, or grant payment to, a celebrity or public figure if they are in some way featured as part of your Content;
• any breach by you of clause 4.1 of these Seller Terms; and/or
• any breach by you of clause 6.5 and/or your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities.

You agree to hold and maintain suitable policies of insurance to cover your risks and liabilities associated with the supply of the Marketplace Items and your compliance with these Seller Terms, including but not limited to any policies of insurance required by law. You agree to provide us with evidence of your insurance on request.

13. Complaints and disputes

If we request any information or input from you in relation to an actual or potential query, complaint or dispute raised by a Buyer, you agree to provide the same promptly.

If you fail to respond to and/or resolve a genuine query or complaint and fail to engage with us in relation to the same, we may (but shall not be obliged to) take such action as we see fit, which may include cancelling an Order and/or issuing a partial or full refund to the Buyer. You shall be fully liable for and shall indemnify us in respect of such refund, which we shall offset against any other payments due to you or which shall otherwise be payable by you to us on demand.

14. Other important terms

If we fail to insist that you perform any of your obligations under these Seller Terms, 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 and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Each of the clauses in these Seller Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.

We shall have no liability to you for any breach of these Seller Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.

Except as expressly provided elsewhere in these Seller Terms, no one other than a party to these Seller Terms has any right to enforce any of these Seller Terms.

We reserve the right to vary any of these Seller Terms from time to time. Our updated terms will be displayed on the Jollee Marketplace and by continuing to use and access the Jollee Marketplace following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Seller Terms from time to time to verify such variations.

These Seller Terms, the Terms of Service and (in relation to Orders) the Terms of Sale, constitute the whole agreement and understanding between you and us. You acknowledge that you have not relied on any statement, representation, assurance or warranty other than as expressly set out in the agreement between us.

These Seller Terms and any dispute arising out of or in connection with them shall be subject to English law. If either party wants to take court proceedings, the English courts will have exclusive jurisdiction in relation to these Seller Terms.

If applicable, and to the extent permissible by law, each of us (i) waives any right we may have to trial by jury; and (ii) agrees that any claim shall be brought individually and not via any purported class or representative action.