Love & Lilah Seller Terms & Conditions
This Agreement sets out the legally binding terms and conditions which govern Your use of the website www.loveandlilah.com (the “Site”) and any associated services (the “Service”), provided by Love and Lilah Ltd (“Love & Lilah”). In using the Site and / or Service in any manner, You agree to be bound by the terms and conditions contained within this Agreement and in any associated document referenced in this Agreement. Use of the Service is limited to those that can lawfully enter into the Agreement and form contracts under the laws of England and Wales.
2. Definitions and glossary of terms
A private section of the Site, requiring the user to log in and enter a password.
All of the terms and conditions set out here and in any associated document or any amended version of the same, brought into effect from time to time in accordance with this Agreement
The total price paid by a Customer for one or more Products purchased on the Site including the cost of packaging and posting the item to the Customer
A timetable of the activity required to execute a Marketing Campaign
Visitors to the Site that enter into or are invited to enter into a transaction to purchase one or more Products from the Site
The terms and conditions for the sale of Products to Customers, available here.
A series of documents, which may be represented electronically, that provide guidance on the proper use of the Site and Service, including but not limited to the Storefront User Guide, Photography Guide and Marketing Guide issued before the start of the Term
Third party websites that can be accessed via a link from the Site
|Love & Lilah; Us; We; Our||
Love and Lilah Ltd including its directors, officers, employees, consultants, agents and affiliates
Activity undertaken by Love & Lilah to promote either its own brand or the Products or Product Categories of Sellers, including all digital marketing, email and social media communication, offline advertisements and public relations activity
A community of Sellers and Customers who interact via the Site and its Service
An account, hosted by an independent third party selected by Us, that facilitates the payment of the Membership Fee
The annual fee described at clause 4.1
A Product, paid for by the Customer but not received from the Seller in fulfilment of an Order
Love and Lilah Limited and the User
Information requested by Love & Lilah and provided by the User to enable Love & Lilah to establish an Account and / or a Membership Account for the User
A series of documents, which may be represented electronically, that describe the governance of the Site and Service
An item offered for sale on the Site by the Seller
A label given to a group of Products with similar features or purpose
Feedback provided by a Customer in respect of a Product purchased via the Site including comments and / or a star rating of between one (1) and five (5)
The recall of Products that have already been sold to Customers, in return for a Refund
A payment made to the Customer, in reimbursement of the Cart Value paid for a Product, as a result of a Return or Product Recall
A Product that has been purchased by the Customer and subsequently returned to the Seller
A substitute Product provide to a Customer, as a result of a Return
The services, associated with the Site, as described in this Agreement
|Seller; You; Your||
A person or entity whose application to Love & Lilah has been accepted and who sells their Products through the Site
The area of the Site that is reserved for the exclusive use of Love & Lilah and Sellers
A designated area of the Site that is reserved for the exclusive use of the Seller to promote its Products to Customers
A period of twelve (12) months ending on the anniversary of the start of the Term or any subsequent twelve-month period
Any person or entity that makes use, howsoever, of the Site or Service
A programme or piece of malicious code which is capable of copying itself and causing damage to a computer system, network or database
Our service to You
3. Commercial Agency
a) The Site enables You to sell Your Products directly to Customers.
b) In using the Site for this purpose, You authorise and appoint Love & Lilah to act as Your commercial agent to directly negotiate and conclude the sale and purchase of Products between You and the Customer on, and subject to, the Customer Terms.
c) Love & Lilah accepts this appointment, based on the terms and conditions set out in this Agreement.
d) We will facilitate the sale and purchase of Products between You and the Customer through the Site and supported by Our Marketing Campaigns.
e) Any contract to sell or buy Products will be made between You and the Customer. Love & Lilah will not be party to any such contract.
f) Any contract to sell or buy Products will be formed when We, acting as Your commercial agent, send an email to a Customer acknowledging that Customer’s Order.
g) Love & Lilah accepts no responsibility for the performance of the contract between You and the Customer.
h) Love & Lilah does not own and will not handle any Product that is offered for sale on the Site.
4. Our charges
a) All charges are stated in UK pounds sterling (£).
b) You will pay any and all charges as they become due.
c) Our charges to You will comprise:
- Membership Fee
- Commission Fee
d) You accept that all charges are subject to VAT at the prevailing rate in the UK.
e) Transaction charges may also be applied by Love & Lilah’s payment gateway suppliers, PayPal and Stripe. It is Your responsibility to check each provider’s terms and conditions for up to date rates.
4.1 Membership Fee
a) The Membership Fee is a non-refundable annual fee, payable in advance, which You may pay either:
- in monthly instalments starting on the first day of the Term and on the first day of each month thereafter; or
- at the start of the Term and on the anniversary of the start of the Term each year thereafter.
b) The amount of the Membership Fee will be as notified to You on acceptance of Your Application or as subsequently varied by us in writing, subject to thirty (30) days’ notice and not before the 12-month anniversary of the start of the Term, unless you are in receipt of a Founding Member Fee Schedule, in which case, your Membership Fee will be fixed for the duration of Your relationship with Us.
4.2 Commission fee
a) The Commission Fee is a fee which is calculated as a percentage of the Cart Value of each transaction from Your Storefront which is processed on the Site.
b) The Commission Fee will be automatically calculated and deducted from Your sale proceeds received from each Customer by Love & Lilah. Once the Commission Fee has been deducted, You will receive the Cart Value less the Commission Fee.
c) The percentage amount used to calculate the Commission Fee will be as notified to You on acceptance of Your Application or as subsequently varied by us in writing, subject to thirty (30) days’ notice and not before the 12-month anniversary of the start of the Term, unless you are in receipt of a Founding Member Fee Schedule, in which case, your Commission Fee percentage will be fixed for the duration of Your relationship with Us.
a) The Term of this Agreement will begin after:
- We have received a fully completed application from You and;
- You have received Our written acceptance of Your application by email and;
- You have set up Your Membership Account and;
- We have received Your first Membership Fee payment in accordance with clause 4.1. For the avoidance of doubt, this may be the first monthly payment of the annual Membership Fee or the annual Membership Fee in full.
b) Without prejudice to any right to terminate the Agreement under clause 35, this Agreement will continue in force for one year from the start of the Term unless and until either party notifies the other in writing no more than thirty (30) days prior to the expiry of the initial twelve (12) month Term.
6. Site access
a) Access to the Site is permitted on a temporary basis, and We reserve the right to withdraw or amend the Service without notice.
b) We will maintain the Site and its functionality, correcting any faults in the Service as soon as is practicable and on a best endeavours basis.
c) We will not be liable if for any reason the Site is unavailable at any time or for any period.
d) From time to time, We may restrict access to some parts or all of the Site.
e) The Site also contains links to Linked Sites, which are not operated by Us.
f) Love & Lilah has no control over the Linked Sites and accepts no responsibility for them or for any loss or damage that may arise from Your use of them.
7. Marketing Campaigns
a) Love & Lilah will run Marketing Campaigns to promote its brand and, by extension, Your Products. These campaigns will be run in Love and Lilah’s sole and absolute discretion and will include, without limitation:
- Search engine optimisation campaigns
- Pay-per-click campaigns
- Social media campaigns
- Remarketing campaigns
- Email campaigns
- Online and offline advertising campaigns
b) We will cover the cost of our Marketing Campaigns in full.
c) For certain campaigns where We’d like to market Your specific Product, we may ask You to submit samples of Your Product to us for the duration of the Marketing Campaign.
d) We will only ask You to submit sample Products for a Marketing Campaign in circumstances where You have been directly invited to take part in that Marketing Campaign in order to promote Your specific Product(s) and You have agreed to be part of that Marketing Campaign.
e) Where You are invited to take part in a Marketing Campaign, You may agree to be involved or decline to take part, by informing Us in writing by the deadline specified at the time.
f) Where You have agreed to be involved in a Marketing Campaign, we will provide full details of the Campaign Plan in advance, as well as a full list of the sample Products we require.
g) We will return Your sample Products to You by the date shown on the Campaign Plan in the case of non-perishable goods. Perishable goods will be disposed of, following execution of the Marketing Campaign.
h) Notwithstanding Your right to opt out of Marketing Campaigns, as outlined in clause 7e) You agree to:
- allow Love & Lilah to undertake such Marketing Campaigns as it deems appropriate to market and promote its brand and, by extension, Your Products and;
- comply with any reasonable request made of You to assist in the delivery of those Marketing Campaigns.
i) Any additional marketing or sales incentives You wish to promote on Your own Storefront are entirely at Your discretion and Your expense.
8. Ratings and feedback
a) Our Site offers Customers the opportunity to provide Product Feedback in respect of Products they have purchased via Love & Lilah.
b) You may leave Product Feedback in respect of another Seller’s Product, providing You have purchased that Product from the Site.
c) You or anyone connected to You may not leave Product Feedback in respect of Your Products.
d) You accept that other Sellers and Customers may leave Product Feedback in respect of Your Product.
e) You consent to Love & Lilah publishing all Product Feedback that it considers fair and reasonable, following review and moderation.
f) You will hold Love & Lilah harmless and waive all rights against Us in respect of any liability arising from or in connection with the publication of comments which you consider defamatory, made in Product Feedback.
g) You accept that You are responsible for bringing to Our attention any Product Feedback that You consider to be defamatory or otherwise inappropriate.
h) Love & Lilah will, at its earliest opportunity, delete or modify Product Feedback that You have brought to its attention as being defamatory or otherwise inappropriate.
i) You acknowledge and accept that, other than that which is deleted by Love & Lilah in accordance with clause 8h), Product Feedback may remain on the Site in perpetuity.
j) You must not offer any incentive or bribe to Customers in return for positive feedback.
k) Love & Lilah reserves the right, in its sole and absolute discretion, to remove any feedback which it suspects has been posted as a result of manipulation or bribery or is in breach of these terms and conditions.
l) You agree that You will not contact any Customer directly, by any means, in response to Product Feedback.
a) From time to time, Love & Lilah may introduce You to third party companies, with whom special terms have been negotiated for Sellers. Any such introduction does not oblige You to enter into a contract with that third party company.
b) Any contract entered into between You and one of these third parties is between You and the third party and will not involve Love & Lilah in any way.
10. Our Grant of Licence
Love & Lilah grants You a limited, non-transferable and revocable licence to make use of the Site and Service in accordance with this Agreement. This licence expressly excludes, without limitation:
- Resale of all or part of the Site or Service;
- Modifying, distributing, duplicating or re-publishing the Site or any derivative of the Site or Service;
- Any form of data collection or data mining including the collection of Sellers’ information, Product Feedback and ratings;
- Use of any imagery produced by Love & Lilah in respect of Products, except for the purpose of promoting those Products on the Site or in any Marketing Campaigns initiated by Love & Lilah or agreed, in writing, by Love & Lilah.
11. Application process
a) You warrant that you are aged eighteen (18) or over and that Your business has been established as a company, partnership, unincorporated association or sole trader in the United Kingdom and is operated from a valid UK address.
b) You must provide Us with Personal Information that is true and accurate when You apply to become a Seller. This includes, without limitation, Your real name, Your trading name, trading address, contact telephone number, valid email address, website URL (if applicable) and, where requested, bank sort code and account number.
c) You undertake to notify Us immediately if Your Personal Information changes during the application process.
d) You undertake to ensure that the Personal Information We hold about You is accurate and up to date, throughout Your relationship with Us.
e) You must not use a trading name that You are not legally entitled to use.
f) You authorise Us to use the Personal Information You supply (both at the application stage and in the future) to verify Your identity and the authenticity of Your business, to obtain credit reports from time to time as deemed necessary and to set up and maintain Your Membership Account, should Your application be accepted.
g) Love & Lilah reserves the right to reject Your application at any stage in its sole and absolute discretion and without giving a reason.
a) Should Your Application for an Account be accepted, You undertake, at Your own expense, to ensure at all times that:
- You have access to the internet;
- You have a valid email address;
- You have the necessary, up to date computer hardware and software (including up to date browser software) to interact with the Site;
- Your hardware and software are free from Viruses and You maintain appropriate protection from Viruses or other forms of cyber-attack;
- any electronic communication with Us, whether via the Site or by email is, to the best of Your knowledge, free from any form of Virus;
- You have valid online accounts with Stripe and PayPal to enable the processing of sales proceeds and Refunds.
b) You accept that We have no responsibility for the provision or support of any hardware or software owned by You that You use to access and interact with the Site. The responsibility for the provision and support of such items are entirely Yours.
13. Security and Access
a) Should Your application for an Account be accepted, You will be invited to set a password.
b) You are solely responsible for keeping Your password confidential and secure.
c) If You lose or forget Your password, You will need to re-set it before You can re-access Your Account.
d) If Your password is compromised in any way, or You believe there is a risk that Your password may have been compromised, You must change Your password and notify Us immediately. To do so, please email email@example.com.
e) You must not disclose Your password to any third party except those of Your employees that are authorised by You to manage Your Storefront.
f) You are solely responsible for any action undertaken on the Seller Portal whilst the user is logged in under Your password.
g) You undertake to ensure that the content of the Seller Portal remains confidential and is accessible only by You and those of Your employees authorised to manage Your Storefront.
14. Your Storefront
a) You will ensure that all information held on the Site and relating to You (including information in the Seller Portal) is complete, accurate, up to date and in line with all applicable laws and regulation.
b) You will not sell or transfer Your Account or Storefront to another party.
c) You will offer for sale only Products that may be legally sold in the UK and that You own or for which You possess the necessary authority to sell.
d) You will not offer for sale products that fall into one or more of the following categories:
- offensive weapons, firearms or ammunition
- legal or illegal drugs
- poisons or dangerous substances
- real fur
- offensive or obscene material
- alcohol and tobacco (unless properly licenced to sell these items)
- stolen goods
- design replicas of any other brand, designer or manufacturer
- products which infringe on any third party’s copyright, patent, trademark, trade secret or other intellectual property rights
- products which infringe on any third part’s right of publicity or privacy
- any other Product that Love & Lilah, in its sole and absolute discretion, considers inappropriate.
e) Prior to the start of the term, We will provide You with a suite of Guides to enable You to set up, maintain and market your Storefront. The suite of Guides will include a Storefront User Guide, Search Engine Optimisation Guide, Photography Guide and Marketing Guide.
f) You will ensure that Your Storefront is active (live on the Site) within three (3) months of the start of the Term.
g) You will represent Your Products, via the Product descriptions and images that You upload, in a way that is fair, clear and not misleading and in compliance with all relevant laws and regulations in effect at the time.
h) You will use only photography and other imagery that You have created or commissioned to be created and of which You are the rightful owner.
i) You will clearly display realistic delivery timescales and reasonable shipping costs for each Product listed.
j) You will clearly state if the Order, once placed, cannot be cancelled or if the Order is non-refundable, in compliance with the relevant regulations regarding the consumer’s right to cancel contracts.
k) You will manage Your stock effectively to ensure that out of stock items are replenished within thirty (30) days or removed from Your Product listings as appropriate.
l) You will ensure that none of the content on Your Storefront could be construed as offensive, indecent, pornographic, obscene or defamatory or could adversely affect the reputation of Love & Lilah or its brand. We reserve the right to immediately and without prior notice to You, suspend Your Storefront, thereby making it invisible to customers, if we discover any material on Your Storefront that is in breach of this clause.
m) You will ensure that Your Storefront contains no links (direct or indirect) to other websites, including Your own website.
n) You will ensure Your Storefront contains no means of communication (direct or indirect) with the Customer except those stipulated by Love & Lilah.
o) You will undertake to communicate with Our Customers only via the channels specified by Love & Lilah in its Storefront User Guide and by no other means whatsoever.
p) You will do nothing to put at risk Love & Lilah’s service provision from the Site’s service providers or other third party suppliers.
q) You will ensure that the customer service offered to Your Love & Lilah Customers is of at least the same standard as that experienced by Customers You serve via any and every other sales channel You use.
r) Love & Lilah reserves the right to edit, amend or refuse to publish any Seller information or Product listing which does not comply with its requirements as set out in this Agreement, the Search Engine Optimisation Guide or Photography Guide.
15. Product pricing
a) You will set the price for each Product listed in Your Storefront. Love & Lilah will have no involvement in this process.
b) The price displayed for each item listed on Your Storefront must be inclusive of all taxes and charges with the exception of postage costs, which are to be displayed separately.
c) If You are registered for Value Added Tax (VAT), the VAT rate used when calculating Your Product pricing should be the prevailing rate applicable in the UK for Your Products.
d) You are solely responsible for ensuring Your compliance with VAT rules, regulation and administration.
e) You will have the option to choose Our default setting for Your postage cost table, which is based on the prevailing rates charged by Royal Mail, or to customise Your postage cost table as You see fit.
16. Customer Orders
a) You will be notified via the Seller Portal and by email when a Customer has placed an Order to purchase a Product listed on Your Storefront.
b) It will be Your sole responsibility to check Your Seller Portal and email on a regular basis to ensure You are aware of new Orders.
c) It will be Your sole responsibility to ensure that:
- each Order is fulfilled and posted in accordance with the requirements set out in this Agreement, the Storefront User Guide and the terms and conditions of the agreement with Customers;
- Returns, Refunds and Replacement Products are processed in accordance with the requirements set out in this Agreement the Storefront User Guide and the terms and conditions of the agreement with Customers;
- You respond to any Customer enquiry relating to the Order in accordance with the requirements set out in this Agreement, the Storefront User Guide and the terms and conditions of the agreement with Customers;
- You update the Seller Portal at each stage in the Sale or Return process in accordance with the requirements set out in this Agreement, the Storefront User Guide and the terms and conditions of the agreement with Customers.
17. Communication with Customers
a) You will communicate with Customers only for the purposes of processing an Order, Return, Refund, Replacement or Product Recall.
b) Where You communicate with the Customer via email, You must make reference to Love & Lilah by name in every email communication and copy in the email address: firstname.lastname@example.org.
18. Your own sales and marketing
a) You may run marketing campaigns on Your Love & Lilah Storefront. The Marketing Guide sets out a number of ways in which you may wish to promote your Products.
b) You may maintain Your own website in addition to Your Love & Lilah Storefront.
c) You may market or sell Your Products via any other online or offline sales channel that You choose.
d) You may use the “Find us at Love & Lilah” endorsement badge for Your own sales and marketing activity with Our prior written permission. Please apply to email@example.com if You wish to do this.
19. Linking to the Site
a) You may create links to the Site on the following basis:
- The link must perform no function other than to direct the user straight to the Site in a way that is fair, legal and does not damage Our reputation or take advantage of it;
- The link should include no audio or visual content or any advertisement of any kind for anything other than the Site’s content;
- You must not establish a link from any website that is not owned or operated by You or that You do not have the required permissions to link from;
- The Site (or any part thereof) must not be framed on any other site.
b) We reserve the right to withdraw linking permission without notice.
a) You must not misuse the Site.
b) You must not:
- commit or encourage a criminal offence;
- transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
- hack into any aspect of the Service;
- corrupt data;
- cause annoyance to other users;
- infringe upon any other person's proprietary rights;
- send any unsolicited advertising or promotional material, commonly referred to as "spam";
- or attempt to affect the performance or functionality of any computer facilities of or accessed through this Site.
Breaching this provision would constitute a criminal offence under the Computer Misuse Act 1990.
c) Love & Lilah will report any such breach to the relevant law enforcement authorities and disclose Your identity to them.
d) We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of this Site or to Your downloading of any material posted on it, or on any Site linked to it.
21. Compliance with laws
a) You undertake to comply with all relevant laws and regulation including, without limitation:
- Trading standards requirements in respect of manufacture, packaging, marking, certification (including CE marking where required by law) and delivery
- Product safety requirements
- Product marketing law and regulation
b) You will audit the Products You list with Love & Lilah at least quarterly to ensure that You continue to comply with all relevant laws and regulation.
c) You will inform Us as soon as reasonably practicable, should You become aware of a claim against You or Love & Lilah arising from, or in connection with, Your failure to comply with one or more of the laws or regulations that apply to Your business.
d) You will indemnify Love & Lilah and hold Us harmless against any and all liabilities, fees or costs arising from, or in connection with, any such claim.
e) You will co-operate with Love & Lilah fully, should it become necessary to instigate a Product Recall.
22. Your Grant of Licence
a) By entering into this Agreement and providing Site content, You grant Love & Lilah a non-exclusive, royalty-free, worldwide, perpetual, fully-paid and irrevocable right to exercise all copyright, database rights and rights of publicity over the material displayed on the Site (including Seller information and Product listings, images and comments) in any media, now known or not currently known, now or in the future, without compensation or accounting to You and without further recourse to You.
b) Whilst every effort will be made to remove such material from print and internet based advertisements in the event of termination of the Agreement, You accept that some may remain in circulation following termination of the Agreement.
23. Our intellectual property rights
a) You accept that the intellectual property rights in the Love & Lilah name, logo and branding are owned exclusively by Love & Lilah.
b) You accept that the intellectual property rights relating to the Site or Service are the property of Love & Lilah or its licensors, as appropriate.
c) Subject to the licence granted to Sellers in clause 10, Love & Lilah reserves all rights, title and interest in its intellectual property rights relating to the Site and Service including, without limitation:
- Any patents, trademarks, service marks, registered designs or applications for any of the foregoing
- Database rights
- Design rights
- Confidential information
- Trade and business names including domain names and URLs
d) Love & Lilah® is a registered trademark belonging to Love & Lilah Limited. No licence or consent is granted to You to use this mark in any way, and You agree not to use this mark or any marks which are similar without Our written permission.
e) The intellectual property rights in all software and content made available to You on or through this Site remain the property of Love & Lilah or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by Love & Lilah and its licensors.
f) Contents or documents attached to emails or via data transfer will remain the property of Love & Lilah and any copying, printing, or modification without prior notification may result in breach of this Agreement or Our copyright.
24. Your intellectual property obligations
a) You warrant that You are the legal owner or have an appropriate and current licence to use all intellectual property relating to Your content, including without limitation, Seller information, Product information, images and any related data or content that You upload to the Site.
b) You may store, print and display the content supplied solely for Your own use.
c) You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to You or which appear on this Site.
d) You are not permitted to modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying documentation supplied by Love & Lilah or its licensors.
e) You are not permitted to bid on the Love & Lilah brand name, website name or any variation of those names on any internet search engine.
f) By posting content on the Site, You accept that a third party may re-post this without Love & Lilah’s knowledge. You agree to hold Love & Lilah harmless for any dispute arising from such activity.
25. Limit of liability
a) Love & Lilah will not be liable for any damages whatsoever, whether direct or indirect, general, special, compensatory, consequential and / or incidental arising out of or in relation to Your conduct or that of anyone connected to You in the use of the Site, Service or this Agreement.
b) This includes, without limitation, lost profits, emotional distress or any special, incidental or consequential damages. Nothing in this agreement shall limit or exclude the liability of either party for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation or wilful deceit; or
- any other matter in which it would be unlawful to exclude liability.
c) Our liability to You and any third-party in any circumstance is limited to the proportion of the Membership Fee You pay to Love & Lilah in the first twelve (12) months, prior to the action giving rise to the liability.
a) Love & Lilah is committed to protecting the privacy of Our Sellers.
b) We will not disclose information about Our Sellers to third parties except where it is part of providing a service to You - e.g. acknowledging an Order to a Customer, carrying out credit and other security checks and for the purposes of Seller research and profiling or where We have Your express permission to do so.
27. Complaints Policy
a) We operate a complaints handling procedure which We will use to try to resolve disputes when they first arise.
b) Should You wish to make a complaint, please email Us at firstname.lastname@example.org.
c) Should You receive direct notification of a complaint from a Customer, Seller or any other Third Party, You should bring the complaint to Our attention as soon as is practicable and, in any case, within seven (7) days of notification of the complaint.
d) Love & Lilah reserves the right to investigate and respond directly to the Complaint or to direct a Seller or other third party to respond, as appropriate.
e) Under no circumstances will a Seller or third party respond to any Complaint without first having received written instruction from Love & Lilah to do so.
28. Dispute resolution
a) In the event of a dispute between You and Love & Lilah, please contact Us at email@example.com.
b) In the event of a dispute between You and another User or any third-party, You agree to hold Love & Lilah harmless and release Us all liability from any and all kinds of claims, demands, 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.
c) Love & Lilah may seek to assist in the resolution of disputes between Users or Users and outside third-parties, but will do so in its sole and absolute discretion and has no obligation to do so.
d) Love & Lilah will make no judgements of a legal nature.
e) All disputes related to financial transactions will ultimately be determined by PayPal or Stripe as applicable.
a) If any of the terms or conditions of this Agreement are deemed unlawful, void or otherwise unenforceable, then such term or condition will be removed or modified to reflect the Parties’ intention.
b) That term or condition will be deemed severable from the Agreement and will not affect the validity and enforceability of the remaining terms and conditions.
30. No agency
a) You and Love & Lilah are independent contractors. No agency, partnership, joint venture, employer / employee or franchiser / franchisee relationship is intended or created as a result of this Agreement.
a) You agree to indemnify, defend and hold harmless Love & Lilah from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from Your use of the Site or Your breach of any of the terms or conditions of this Agreement.
32. No warranty
a) Love & Lilah provide the Site and its Service as is, and without any warranty or condition, express, implied or statutory.
b) We specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement.
c) No advice or information (oral or written) that You obtain from Love & Lilah shall create any warranty.
33. Governing Law and Jurisdiction
a) These terms and conditions are to be construed in accordance with the laws of England and Wales and in the event of any dispute or claim associated with these terms and conditions, that dispute or claim shall be subject to the exclusive jurisdiction of the English or Welsh courts.
34. Amendments and Notices
a) This Agreement may only be amended in writing (which may be represented online or by email) in accordance with clause 34b) to 34h) inclusive.
b) Love & Lilah reserves the right to change any of the terms and conditions of this Agreement or any Policies or Guides governing the Site or Service at any time and in its sole and absolute discretion.
c) Notice of any changes to this Agreement will be posted on the Site for thirty (30) days, prior to implementation.
d) You are responsible for reviewing each notice and noting the proposed changes.
e) Changes to any Policies or Guides that govern the Site or Service may be made without notice to You.
f) Any changes to this Agreement or to the Policies or Guides that govern the Site or Service will be effective as soon as the revisions are posted on the Site.
g) By continuing to use the Site and Service provided by Us, You are deemed to have accepted the revisions.
h) If You do not agree with revisions made to this Agreement, the only course of action open to You will be to stop using the Site or Service.
35. Termination or suspension of the Agreement
a) Love & Lilah may suspend or terminate the Agreement, access to the Site or Service, immediately and without notice to You if You:
- Provide false Personal Information or fail to keep Your Personal information accurate and up to date;
- Commit a material breach of one or more of the terms and conditions of this Agreement and, if capable of remedy, fail to remedy the breach within 30 days of a written notice to do so;
- Commit a fraudulent act on or in respect of the Site;
- Commit an act which may cause legal liability or financial loss to Love & Lilah or its Users;
- Behave in a manner which We consider conflicts with the spirit of the Love & Lilah Marketplace;
- Communicate with Us, Our staff, visitors, Customers, content providers or Sellers in a disrespectful or abusive manner;
- Fail to pay fees or any other charges due to Love & Lilah within fourteen (14) days of the due date;
- Become bankrupt or insolvent or enter into voluntary liquidation, administration or receivership or are otherwise unable to trade as a result of financial impediment;
- Become ineligible to operate as a Love & Lilah Seller;
- Take any action that might cause Us, in Our sole and absolute discretion, to reassess the suitability of listing Your products on the Site.
b) You may terminate this Agreement upon written notice to Love & Lilah no more than thirty (30) days prior to the six-month anniversary of the start of the Term, where You are dissatisfied with the volume of sales achieved or service received in that period.
c) Notwithstanding any termination or suspension arising as a result of clause 35a) or 35b), You undertake to pay any fees or charges owing to Us, up to the date of termination or suspension of the Agreement.
d) Termination or suspension of this Agreement will not affect:
- any accrued rights or liabilities of any party e.g. the processing and fulfilment of Customer Orders placed prior to the termination or suspension nor;
- the coming into force, or the continuance in force, of any provision in this Agreement which is expressly or by implication intended to come into, or continue, in force after such termination or suspension.
a) If You breach these terms and conditions and We take no action, We will still be entitled to use Our rights and remedies in any other situation where You breach these terms and conditions.
a) Clauses 8, 21, 22, 24, 25, 26, 29, 32 and 38 will survive suspension, termination or expiry of this Agreement, however that arises.
38. Entire agreement
a) The above terms and conditions of the Agreement constitute the entire agreement of the Parties and supersede any and all preceding and contemporaneous agreements between You and Love & Lilah.
b) Any waiver of any provision of the Agreement will be effective only if in writing and signed by a representative of Love & Lilah.
a) The Site and Service described in this Agreement are provided by Love and Lilah Limited, 71-75 Shelton Street, Covent Garden, London WC2H 9JQ.
This fee schedule should be read in conjunction with Clause 4 of Your Seller Agreement. The meaning of any defined terms used in this fee schedule shall have the same meaning as stated in Your Seller Agreement.
Your Membership Fee will be ten pounds (£10) per month or one hundred and ten pounds (£110) if paid annually.
This price will be fixed for the duration of Your relationship with Love & Lilah.
Where Your Storefront is ready to be published to the live Love & Lilah Site on or before the date on which the Site itself is first put live:
- The percentage amount used to calculate Your Commission Fee will be ten per cent (10%) of the Cart Value of each transaction from Your Storefront which is processed on the Site.
- This percentage amount will be fixed for the duration of Your relationship with Love & Lilah.
Where Your Storefront is ready to be published to the live Love & Lilah Site after the date on which the Site itself is first put live:
- The percentage amount used to calculate Your Commission Fee will be fifteen per cent (15%) of the Cart Value of each transaction from Your Storefront which is processed on the Site.
- This percentage amount will be fixed for the duration of Your relationship with Love & Lilah.
By order of Love & Lilah - October 2016