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Marketplace Terms of Use

 

TABLE OF CONTENTS

Clause                                                                                                                         

1               INTERPRETATION                                                                                                                       

2               WHO WE ARE AND HOW TO CONTACT US                                                                              

3               THERE ARE OTHER TERMS THAT MAY APPLY TO YOU                                                          

4               COMPANY'S OBLIGATIONS                                                                                                       

5               SELLER’S ACCOUNTS                                                                                                               

6               SELLER’S ACCOUNT DETAILS MUST BE KEPT SAFE                                                                

7               SELLER’S OBLIGATIONS                                                                                                           

8               WE MAY MAKE CHANGES TO THESE TERMS OF USE                                                             

9               WE MAY SUSPEND OR WITHDRAW OUR WEBSITE                                                                  

10            COMPANY’S RIGHTS                                                                                                                 

11            HOW WE MAY USE YOUR PERSONAL INFORMATION                                                             

12            HOW YOU MAY USE MATERIAL ON OUR WEBSITE                                                                 

13            DO NOT RELY ON INFORMATION ON OUR WEBSITE                                                                

14            WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO                                                       

15            USER-GENERATED CONTENT IS NOT APPROVED BY US                                                        

16            OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU                                      

17            RISKS ABOUT UPLOADING CONTENT TO OUR WEBSITE                                                         

18            PROHIBITED ACTIVITIES                                                                                                             

19            CUSTOMER SERVICE                                                                                                                 

20            FEES AND PAYMENT                                                                                                                 

21            LISTING                                                                                                                                      

22            LISTING FEES AND PAYMENT                                                                                                   

23            FEE AVOIDANCE                                                                                                                        

24            CANCELLATIONS, RETURNS, REFUNDS AND EXCHANGES                                                     

25            PROPRIETARY RIGHTS AND RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD      

26            CONFIDENTIALITY                                                                                                                      

27            INDEMNITY                                                                                                                                 

28            NO GUARANTEE                                                                                                                        

29            WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM             

30            RULES ABOUT LINKING TO OUR WEBSITE                                                                               

31            LIMITATION OF LIABILITY                                                                                                          

32            CONSEQUENCES OF TERMINATION                                                                                          

33            FORCE MAJEURE                                                                                                                       

34            WAIVER                                                                                                                                     

35            LEGAL COMPLIANCE AND TAXES                                                                                            

36            RIGHTS AND REMEDIES                                                                                                             

37            SEVERANCE                                                                                                                              

38            ENTIRE AGREEMENT                                                                                                                  

39            ASSIGNMENT                                                                                                                             

40            NO PARTNERSHIP OR AGENCY                                                                                                

41            VARIATION                                                                                                                                

42            THIRD PARTY RIGHTS                                                                                                               

43            NOTICES                                                                                                                                     

44            GOVERNING LAW                                                                                                                      

45            JURISDICTION                                                                                                                             

46            INTELLECTUAL PROPERTY INFRINGEMENT                                                                               

 

 

 


 

 

 

THIS AGREEMENT is made the day of                                                           2017

BETWEEN:

(1)           FITNESS SUPERMARKET LIMITED incorporated and registered in England and Wales with company number 09650085 whose registered office is at DC1 Pochin Way Middlewich Cheshire CW10 0TE  (“the Company”); and

(2)           [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] and whose VAT registration number is [VAT REGISTRATION NO.] (“the Seller”).

TERMS OF USE (“AGREEMENT”)

Please read this Agreement carefully. 

This Agreement explains the terms by which you may use the Fitness Supermarket Marketplace Website.

By accessing or using our Website, you confirm that you have read, understood and agreed to and be bound by these terms of use (“Agreement” or “Terms of Use”) including any additional terms and conditions or policies referred to herein or on the Website.

Fitness Supermarket shall have no liability for your interactions with other Users, or for any User’s action(s) or inaction(s).

If you do not agree to these terms, you must not use our Website.

We recommend that you print a copy of these terms for future reference.

WHAT IS FITNESS SUPERMARKET MARKETPLACE WEBSITE?

(A)          The Company operates the Fitness Supermarket Marketplace Website (www.fitnesssupermarket.com) (“the Website”) where third party Sellers can list and sell sports, fitness and leisure products to buyers around the world.

(B)           The Company is not a party to or directly involved in the transactions between the Seller and Buyer.  The Company is neither the Seller or Buyer of the Products.

(C)           The Company cannot guarantee the true identity of the Buyer, Seller or user and you acknowledge by using the Website that the Company is not responsible or liable for any content posted on the Website by you or others and you use the Website at your own risk.

(D)           Whilst the Company helps facilitate transactions, the Company has no control over the quality, supply, safety or legality of any Products listed on the Website.

(E)           The Company cannot and does not transfer legal ownership of the Products from the Seller to the Buyer.

(F)           The Seller is responsible for the sale of the Products and for dealing with the Buyer in connection with any issues arising out of or in connection with the contract.

(G)          Accordingly, the contract formed at the completion of sale is solely between the Seller and Buyer.

(H)           Listings are merely hosted by the Company and are posted solely at the direction of the Seller who can be contacted via their [Seller contact link] on the Seller’s listing pages.

(I)             The Company cannot ensure the Seller or Buyer will complete a transaction.

(J)            The Website is operated for the United Kingdom and the Company makes no representations that the Website is appropriate or available for use in other countries or jurisdictions.

(K)           Use of the Website is entirely at your own risk.

(L)           The Website is not intended for users who are under 18 years of age.

(M)          The Website is not available to Users previously prohibited to use the Website by the Company.

(N)           Access to our Website is made free of charge.

NOW IT IS HEREBY AGREED as follows:-

1               INTERPRETATION

The definitions and rules of interpretation in this clause apply in this Agreement.

“Agreement/Terms of Use”

means the Company’s terms of use including any terms and conditions or policies referred to herein or on the Website;  

“Buyers”

means users of the Website that purchase Products from Sellers;

“Company”

means Fitness Supermarket Limited (Company Registration No. 09650085);

“Fees”

Means sums payable by the Seller to the Company;

“Fitness Supermarket Marketplace/ Website”

means the Company's website at any time and from time to time, currently called Fitness Supermarket Marketplace and at www.fitnesssupermarket.com and including all databases, software, domain names and infrastructure that the Company markets for use by users to shop for Products. The Website includes all future versions and replacements of, and successors to, the Website;

“Fitness Supermarket Shop/Seller’s Account”

means an account held by a Seller to list and sell Products on the Website;

“Intellectual Property Rights”

means all patent rights, copyright rights, trademark, trade secrets, and other intellectual property rights that now exist or come into existence with the laws of any country or jurisdiction;

“Products”

means sports, fitness and leisure products (including food items) that are not Restricted Products;

“Prohibited Activities”

means activities listed, or similar to, those, at clause 18 which can result in the Company removing the Seller’s Account  from the Website without notice or prior warning;

“Restricted Product(s)”

means;

(a)        chance listings that promote giveaways, random drawings, raffles or prizes;

(b)        firearms, knives and offensive weapons;

(c)        offensive material;

(d)        replicas, counterfeit and unauthorised copies;

(e)        items of an illegal or sexual nature;

(f)         drugs;

(g)        anabolic steroids;

(h)        items infringing intellectual property rights;

“Seller(s)”

means third party seller(s) that lists and/or offers to sell Products to Users/Buyers on the Website;

“Shilling”

means buying Products with the intent to artificially increase the price or desirability of Products or improve the Products’ search standing;

“Users”

means all other users of the Website that are neither a Seller or a Buyer;

“VAT”

means Value added tax chargeable under the Value Added Tax Act 1994;

“Your Transaction/Transaction”

means sales where the Seller lists Products at a fixed price; the Seller is obliged to sell the Products at the listed price to Buyers who meet the Seller’s terms.

2               WHO WE ARE AND HOW TO CONTACT US

2.1           www.fitnesssupermarket.com is a Website operated by Fitness Supermarket Limited ("We"). We are registered in England and Wales under company number 09650085 and have our registered office at DC1, Pochin Way, Middlewich, Cheshire CW10 0TE (“the Company”).

2.2           To contact us, please email [info@fitnesssupermarket.com]

3               THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

3.1           This Agreement refer to the following additional terms, which also apply to your use of our Website:

3.1.1             our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Website, you consent to such processing and you warrant that all data provided by you is accurate;

3.1.2             our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our Website. When using our Website, you must comply with this Acceptable Use Policy;

3.1.3             our Cookie Policy, which sets out information about the cookies on our Website.

4               COMPANY'S OBLIGATIONS

4.1           The Company shall provide the Fitness Supermarket Marketplace for third party sellers (“Sellers”) to offer to sell Products to Buyers.

4.2           The Company is not involved in the actual transaction between the Seller(s) and Buyer(s).  The Company receives payment from the Buyer and pays the Seller according to our Fees and Payment clause below and once the Seller has despatched the Products sold to the Buyer the funds are released 7 days after the Purchase date from the Company.

5               SELLER’S ACCOUNTS

5.1           When creating a Seller’s Account you must provide accurate and complete information including:

5.1.1             your full business name and any trading name;

5.1.2             company registration number (if applicable);

5.1.3             current registered address and trading address (if different);

5.1.4             valid email address;

5.1.5             telephone number;

5.1.6             your bank account details;

5.1.7             your VAT registration number;

5.1.8             the Seller’s terms (including delivery, returns and money back guarantee).

5.2           The Seller is responsible for maintaining the confidentiality of their account and all activities on their Seller’s Account.

5.3           The Seller must notify the Company immediately if there has been any unauthorised use of their Seller’s Account or they have reason to believe their password has become known to anyone else.

5.4           By providing the Company with your email address you accept the Company to using the email address provided for any notices.

5.5           The Seller may cancel their Seller’s Account at any time online providing all Transactions have been fulfilled or a full refund has been provided.

5.6           Sellers may only hold one Seller’s Account  at any one time which must only be operated by the Seller.

5.7           If a Seller requires a second Seller’s Account the Seller must obtain prior written permission from the Company.

5.8           The Seller cannot sell or transfer the Seller’s Account without prior written permission from the Company.

6               SELLERS ACCOUNT DETAILS MUST BE KEPT SAFE

6.1           If provided with, a seller identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

6.2           We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions this Agreement.

6.3           If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [info@fitnesssupermarket.com].

7               SELLER’S OBLIGATIONS

7.1           The Seller may list any Products on the Website that is not a Restricted Product or otherwise prohibited by law.

7.2           Further without limitation, the Seller may not list any Product or link or post any related material that:

7.2.1             infringes any third-party intellectual property rights (including copyright, trademark, patent and trade secrets) or other proprietary rights (including rights of publicity or privacy); or

7.2.2             constitutes libel or slander or is otherwise defamatory.

7.3           The Seller will accurately describe the Products for sale.

7.4           As a Seller, you use the Website at your own risk.

7.5           By listing a Product you represent and warrant to Buyers that you have the right and ability to sell, the listing is accurate, current and complete and is not misleading or otherwise deceptive and is of satisfactory quality.

7.6           The Seller will determine the purchase price for each Product the Seller lists on the Website.

7.7           The Seller agrees by posting a listing for a purchase price the Seller agrees to complete the transaction as detailed in this Agreement.  The Seller acknowledges that by not fulfilling these obligations, their action or inaction may be legally actionable.

7.8           The Company reserves the right to refuse access to the Seller’s Account, remove or edit content without notice if the Company in its sole discretion considers this Agreement or laws are being breached or have been breached.

7.9           The Seller agrees by selling on the Website that the Seller will:

7.9.1             provide honest, accurate and not misleading information;

7.9.2             accurately represent their products in listings and listing photographs;

7.9.3             comply with the Intellectual Property of others;

7.9.4             not upload content that is abusive, threatening, defamatory, harassing, obscene or vulgar;

7.9.5             violate someone else’s privacy;

7.9.6             false, deceptive or misleading.

7.10        The Seller shall comply with all applicable laws and regulations with respect of its activities under this Agreement and to its business.

8               WE MAY MAKE CHANGES TO THESE TERMS OF USE

8.1           The Company reserves the right to amend these Terms of Use at any time. 

8.2           The up to date Terms of Use will be available to view on the Website.  

8.3           Every time you wish to use our Website, please check these Terms of Use to ensure that you understand the Terms of Use that apply at that time.

8.4           Your use of the Website after any such change constitutes your acceptance of the new Terms of Use.   

8.5           These Terms of Use apply to all Users of the Website. 

8.6           These Terms of Use were most recently updated on [05/04/17].

9               WE MAY SUSPEND OR WITHDRAW OUR WEBSITE

9.1           We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted.  We may permanently or temporarily terminate, suspend, withdraw or restrict the availability of all or any part of our Website without notice and liability, for any reason. 

9.2           We will try to give you reasonable notice of any major changes.

10            COMPANY’S RIGHTS

10.1        The Company retains the right to determine the content, appearance, design, functionality and all other aspects of the Website and to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Seller not to list, any or all Products in the Company’s sole discretion.

10.2        The Company may in its sole discretion withhold for investigation, refuse to process, restrict and/or cancel any of Your Transactions. 

10.3        The Company has the right, but not the obligation, to at its absolute discretion monitor activity and content on the Website and take any action that it deems appropriate.

10.4        Such action may include but not limited to:

10.4.1          Edit any content that violates these Terms of Use or is otherwise actionable;

10.4.2          issuing warnings, suspension or termination of service;

10.4.3          denying access to the Website; and

10.4.4          removal of any materials on the Website, including listings.

11            HOW WE MAY USE YOUR PERSONAL INFORMATION

11.1        We will use the personal information you will provide to us:

11.1.1          to share with the Seller to fulfil the delivery process;

11.1.2          to process your payment for the Product(s); and

11.1.3          if you agree to this during the order process, to give your information that we consider you may be interested in, but you may stop receiving this at any time by contacting us at [info@fitnesssupermarket.com].

11.2        We will only give your personal information to third parties where the law either requires or you allow us to do so.

12            HOW YOU MAY USE MATERIAL ON OUR WEBSITE

12.1        We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

12.2        You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others to content posted on our Website.

12.3        You must not modify the paper or digital copies of any materials you have printed off and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

12.4        Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.

12.5        You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.

12.6        If you print off, copy or download any part of our Website in breach of this Agreement, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

13            DO NOT RELY ON INFORMATION ON OUR WEBSITE

13.1        The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.

13.2        We make no representations, warranties or guarantees, whether express or implied, that the content on our Website is: accurate, complete, up to date, Products being of a satisfactory quality, fit for a particular purpose, are non-infringing, available at any particular time or free of viruses.

14            WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

14.1        Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

14.2        We have no control over the contents of those Websites or resources.

15            USER-GENERATED CONTENT IS NOT APPROVED BY US

15.1        This Website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on the Website do not represent our views or values.

15.2        If you wish to complain about information and materials uploaded by other users please contact us on [info@fitnesssupermarket.com].

16            OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

16.1        We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents and for fraud or fraudulent misrepresentation.

16.2        We exclude all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it.

16.3        We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our Website; or
  • use of or reliance on any content displayed on our Website.

16.4        In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

17            RISKS ABOUT UPLOADING CONTENT TO OUR WEBSITE

17.1        Whenever you make use of a feature that allows you to upload content to our Website, or to make contact with other Users of our Website, you must comply with the content standards set out in our Acceptable Use Policy.

17.2        You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

17.3        You are solely responsible for any content that you upload, link to or otherwise make available (“post”) on the Website and you agree that we are only acting as a passive conduit.

17.4        Any content you upload to our Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the Website a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload (clause 25).

17.5        If making any reference to third party intellectual property rights, you must ensure these are in accordance with intellectual property law.

17.6        We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy.

17.7        We have the right to remove any posting you make on our Website if, in our opinion, your post does not comply with the content standards set out in this Agreement or our Acceptable Use Policy.

17.8        You are solely responsible for securing and backing up your content.

17.9        No hidden links can be submitted when creating content on the Website, no links can be directed to the Seller’s or other third party websites only if the link goes to the Product listing.  If this happens this may constitute fee avoidance and your Seller’s Account may be terminated pursuant to clause 10 without notice.

18            PROHIBITED ACTIVITIES

18.1        You are solely responsible for your conduct, uploads, posts, content and submissions (“Activities”) on the Website.

18.2        The listing and/or selling of Restricted Products.

18.3        Activities are Prohibited Activities that include the following:-

18.3.1          breaching the Company’s Acceptable Use Policy;

18.3.2          providing false, inaccurate or misleading information;

18.3.3          fraudulent activity;

18.3.4          sale of illegal, counterfeit or stolen products;

18.3.5          infringement of any third party intellectual property rights;

18.3.6          breaching rights of publicity or privacy;

18.3.7          breaches of this Agreement, any additional terms and conditions or policies referred to herein or on the Website;

18.3.8          breaches of domestic or applicable international laws;

18.3.9          extortion; attempt to manipulate reviews through threats, intimidation or bribery.

18.3.10       any attempt to manipulate reviews;

18.3.11       offering products, goods, services or compensation in exchange for a positive review.

18.3.12       shilling;

18.3.13       drop shipping;

18.3.14       listing and selling food products not stored or delivered according to their packaging, in packaging that is not intact, opened or tampered with in any way;

18.3.15       food items that have expired or subject to recall by the Food Standards Agency;

18.3.16       products intended for use in the diagnosis, treatment, cure or prevention of disease;

18.3.17       Products with drug or medicinal claims;

18.3.18       food items not properly packaged and/or sealed to ensure the Buyer can tell if they have been tampered with.

19            CUSTOMER SERVICE

19.1        The Company expects Sellers to provide high levels of customer service to Buyers and Users.

19.2        Sellers agree to:

19.2.1          honour, advertised shopping and processing times;

19.2.2          complete transactions with Buyers in a prompt manner;

19.2.3          respond to feedback in a timely manner;

19.2.4          honour commitments you make in your listings;

19.2.5          resolve disagreements or disputes directly with the Buyer in a timely and professional manner;

19.2.6          if you are unable to complete a Transaction you must notify the Buyer and cancel the Transaction and make a full refund.

20            FEES AND PAYMENT

20.1        The Website is a free marketplace, no sign up fees, no monthly fees or listing fees. 

20.2        The Company charges the Seller, by way of Commission, a percentage of the final basket total when the Product(s) sells:

                                                                                                                                    Commission

  • All sales of fitness, leisure, all electronics, accessories and sports goods but not including

            cycles (bikes) and cycling components                                                                              8%

 

  • All sales of cycles (bikes) and cycling components                                                           5%

All Transactions are subject to a £0.25 Merchant Fee.

20.3        Commission will be deducted automatically and then sent to the Seller’s bank account after the Product(s) have been despatched.

20.4        If you dispute any payment made hereunder, you must notify the Company in writing within 30 days of any such payment; failure to notify the Company shall result in the waiver by you of any claim relating to any such disputed payment.

20.5        Payment shall be calculated solely based on records maintained by the Company.

20.6        When the Products sold have been dispatched,  funds are then transferred 7 days after the purchase date and then may take up to 3-5 business days to arrive into the Seller’s Bank Account.

20.7        Fees are payable on a receipts, not accruals, so if the Seller receives no revenue on any Transaction, no commission is payable.

20.8        The Company acknowledges and agrees that no payments are due to it under this Agreement otherwise than as expressly set out in this Agreement.

20.9        Commissions shown are percentages of the final basket value including delivery charges and  UK VAT, where applicable, plus £0.25 merchant fee per Transaction.

21            LISTING

21.1        By listing a Product on the Website you warrant that you may legally sell the Product and will comply with the terms of this Agreement and any additional terms and conditions or policies referred to hereon in or on the Website.

21.2        All Products must:

21.2.1          be accurately described and be of satisfactory quality;

21.2.2          free from fault;

21.2.3          fit for any particular purpose;

21.2.4          supplied with reasonable skill and care;

21.2.5          comply with all applicable statutory and regulatory requirements relating to the manufacturer, labelling, packaging, storage, handling and delivery of the Products;

21.2.6          listed appropriately in categories;

21.2.7          clearly priced showing the rate of VAT applicable with costs of delivery on the order pages;

21.2.8          state delivery time(s);

21.2.9          in stock, or clearly state if out of stock or be removed from the Website;

21.2.10       properly packed as to enable the Products to reach the destination in good condition;

21.2.11       food products listed showing their expiry date;

21.2.12       delivered to the delivery location during normal business hours or as instructed by the Buyer.

21.3        The Seller has at all times has and maintains all the licences, permissions, authorities, consents and permits that it needs to sell Products to the Buyer.

21.4        The Seller is responsible for the stock, handling and shipping of the Products to the Buyer.

21.5        All deliveries must be made within the Seller’s quoted delivery time.

21.6        Sellers may charge reasonable shipping and delivery fees to cover the costs for packing and delivering the Products.  Such fees must be clearly stated near to the Product price and in the Basket.

22            LISTING FEES AND PAYMENT

22.1        If the Company increase their fees the Company will notify the Seller with 30 days’ prior notice where possible.

22.2        All Fees are quoted in UK £ Sterling.

22.3        The Seller is responsible for paying all Fees and applicable taxes associated with using the Website.

22.4        All Fees are deducted at the point of sale.

22.5        Your account may be suspended or terminated without prior notice in the event Fees are unpaid.

22.6        Payment will be made to the Seller pursuant to clause 20.

22.7        The Company may add new features or content to the Website for additional fees and charges or amend content, fees and charges for existing services, at any time in its sole discretion.

23            FEE AVOIDANCE

Sellers must not alter Product prices after a sale or encourage Buyers to purchase Products outside of the Website.

24            CANCELLATIONS, RETURNS, REFUNDS AND EXCHANGES

24.1        Sellers should familiarise themselves with the laws of their own country and those of the Buyers’ countries, and ensure, compliance with such laws.

24.2        If the Seller is unable to complete a Transaction, the Seller must notify the Buyer via the Buyer’s email address and cancel the Transaction.

24.3        If the Buyer has already submitted payment, the Seller must issue a full refund.

24.4        Proof of refunds should be kept in case a dispute arises.

24.5        The Seller may cancel a Transaction under the following circumstances:

24.5.1          the Buyer did not pay;

24.5.2          the Buyer and Seller agree to cancel the Transaction and the Seller has issued a full refund including delivery charges;

24.5.3          the Buyer did not receive the Product(s) ordered and the Seller has issued a full refund including delivery charges;

24.5.4          the Buyer and Seller agree the Buyer could return the Product for a refund, the Seller has received the returned Product and issued a full refund to the Buyer;

24.5.5          the Seller must refund delivery charges unless the Buyer is in breach of the Seller’s terms.

25            PROPRIETARY RIGHTS AND RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD

25.1     When you upload or post content to our Website, you grant us the following rights to use that content:

25.1.1          You retain all your ownership rights in your User Content.

25.1.2          By posting any User Content on the Website, you expressly grant and you warrant that you have a right to grant the Company a royalty-free, transferrable, irrevocable, non-exclusive, worldwide licence to use for the purpose of marketing activities, reproduce, modify, publish, edit, distribute your User Content, in whole or in part, and in any form.

25.2        You also hereby grant each User a non-exclusive licence to access your User Content as permitted through the functionality of the Website and under this Agreement.

26            CONFIDENTIALITY

26.1        Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 26.2.

26.2        Each party may disclose the other party's confidential information:

26.2.1          to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement who have confidentiality obligations no less restrictive than set out hereon in.  Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 26; and

26.2.2          as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

26.3        Each party will protect the confidential information with no less reasonable care than it protects its own confidential information.

26.4        No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

26.5        Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

26.6        This clause 26 shall survive termination of this Agreement, however arising.

27            INDEMNITY

27.1     You agree to indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) arising out of your breach of this Agreement.

28            NO GUARANTEE

28.1        The Company does not guarantee continuous or uninterrupted access to the Fitness Supermarket Marketplace or that the Fitness Supermarket Marketplace will not be free from interference from factors outside of the Company’s control.

29            WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

29.1        The Website is provided with out warranties of any guarantee that the Website will be secure or free from bugs, errors, omissions, viruses, Trojans or the like.

29.2        You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.

30            RULES ABOUT LINKING TO OUR WEBSITE

30.1        You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

30.2        You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

30.3        You must not establish a link to our Website in any website that is not owned by you.

30.4        Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page.

30.5        We reserve the right to withdraw linking permission without notice.

30.6        The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy

30.7        If you wish to link to or make any use of content on our Website other than that set out above, please contact [info@fitnesssupermarket.com].

30.8        If you access a third party website from the Website you do so at your own risk and you undertake that this Agreement and the Company’s Privacy Policy do not apply to your use of such sites.

31            LIMITATION OF LIABILITY

31.1        We do not exclude or limit our liability to you where it would be unlawful to do so.

31.2        This clause 31 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors):

31.2.1          arising under or in connection with this Agreement; and

31.2.2          in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

31.3        Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

31.4        Nothing in this Agreement excludes the liability of the Company:

31.4.1          for death or personal injury caused by the Company's negligence;

31.4.2          for fraud or fraudulent misrepresentation; or

31.4.3          for breach of your legal rights.

31.5        Subject to clause  31.4:

31.5.1          the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and

31.6        The Company takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts.

31.7        The User shall be responsible for their own User Content and the consequences of posting or publishing it.

31.8        The User understands and agrees that any loss or damage of any kind that occurs as a result of the use of any User Content is solely the User’s responsibility.

31.9        Under no circumstances will the Company be responsible for any damage or loss due to hacking or other unauthorised access or use of the Website or the information contained therein.

32            CONSEQUENCES OF TERMINATION

32.1        On termination of this Agreement for any reason:

32.1.1          all licences and benefits granted under this Agreement shall immediately terminate (save for as set out below) ;

32.1.2          each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;

32.1.3          the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;

32.1.4          the above licensing terminates within a commercially reasonable period of time after you remove or delete your User Content from the Website; and

32.1.5          you understand and agree, that the Company may retain, but not display, or distribute further copies of User Content that may have been removed or deleted from the Website.

33            FORCE MAJEURE

34.1     Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

34            WAIVER

35.1     No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy save for where expressly set out in this Agreement. 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.

35            LEGAL COMPLIANCE AND TAXES

36.1     You shall comply with all applicable domestic and international laws and regulations regarding your use of the Website.  You will also be responsible for paying any and all taxes applicable to any purchases or sales you make on the Website.

36            RIGHTS AND REMEDIES

37.1     The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

37            SEVERANCE

37.1        If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

38            ENTIRE AGREEMENT

38.1        This Agreement together with any amendments and any documents or policies referred to hereon in shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

38.2        Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

38.3        Nothing in this clause shall limit or exclude any liability for fraud.

39            ASSIGNMENT

39.1        This Agreement, and any rights and licences granted herein under, may not be transferred or assigned by you without the prior written consent of the Company.

39.2        The Company may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.

40            NO PARTNERSHIP OR AGENCY

41.1     Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

41            VARIATION

41.1     The Company reserves the right to modify or terminate the Website for any reason, without notice, at any time.

41.2     The Company reserves the right to alter this Agreement or Website policies at any time.  If the Company makes any changes they will notify you by means of a notice on the Company’s home page.

42            THIRD PARTY RIGHTS

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

43            NOTICES

43.1        The Company may provide notifications whether required by law, some other business related purpose connected with this Agreement.

43.2        The Company reserves the right to determine the form and means of providing notifications to Users and is not responsible for any filtering you or your network provider may apply to email notifications we send to the email address you provide us.

44            GOVERNING LAW

45.1     This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales.

45            JURISDICTION

46.1     Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

46            INTELLECTUAL PROPERTY INFRINGEMENT

46.1        The Company respects the intellectual property of others.  If you consider your intellectual property rights are being infringed, please complete our notice here.