Terms & Conditions
1
SELLERS
The Ultimate Living Company Limited Terms & Conditions
1.
Terms & Conditions
These conditions shall apply to all contracts between you (‘the Seller’) and ‘The Ultimate Living Company’ Limited (‘‘The Ultimate Living Company’’) relating to the placing of orders via the website of ‘The Ultimate Living Company’ by any third parties (‘the Customer’) or resulting from the mere referral by ‘The Ultimate Living Company’ of a Customer or prospective customer, and these conditions shall operate to the exclusion of all other terms and conditions including any terms or conditions which the Seller may purport to apply under any sales offer or similar document. Dispatch or delivery of goods by the Seller to the Customer, or alternatively acceptance of a referral from ‘The Ultimate Living Company’ to the Seller shall be deemed conclusive evidence of the Seller’s acceptance of these conditions.
2
Appointment of ‘The Ultimate Living Company’
2.1P
The Seller appoints ‘The Ultimate Living Company’ with immediate effect to be its non-exclusive agent for the sale of the Seller’s products (‘the Products’) until terminated by either party giving the other, in writing, not less than thirteen weeks notice and no earlier than fifty two weeks from the date when the Products were first listed on the website of ‘The Ultimate Living Company’
.
2.2
‘The Ultimate Living Company’ operates to an agency model and the contract for the sale of the Products shall be between the Seller and the Customer, and ‘The Ultimate Living Company’ shall have no contractual liability to the Customer or the Seller in respect of the Products.
2.3
Products and other items sold through the website of ‘The Ultimate Living Company’ at www.TheUltimateLivingCompany.com (‘the Website’) are not an offer by ‘The Ultimate Living Company’ to sell any product or item, but an invitation to third parties to make an offer to the Seller. The Seller is free to accept that offer from such third parties or to reject it. If the contract is confirmed, the Seller shall send the Customer an e-mail confirming this which shall include the selling price of the Products, and shall communicate the same information to ‘The Ultimate Living Company’ via the Seller administration area of the Website.
3
Rights and duties of the Seller
3.1
The Seller must always act in good faith towards ‘The Ultimate Living Company’ and enter into the spirit of the terms and conditions.
3.2
The Seller must provide ‘The Ultimate Living Company’ with the all necessary information and imagery relating to the Products (‘Product Data’) and necessary for the performance of its duties under this agreement. The Seller shall facilitate ‘The Ultimate Living Company’ access to Product Data through one of the following methods, the choice of which shall be at ‘The Ultimate Living Company’ sole option
:
(a)
The Seller shall allow ‘The Ultimate Living Company’ to scan the Seller’s website at regular intervals to obtain the information needed. Should the Seller intend to implement any substantial design or structural change to its website, then it must provide ‘The Ultimate Living Company’ with at least two weeks’ prior notice;
(b) The Seller shall provide a data file in a format supported by ‘The Ultimate Living Company’ containing the Product Data
If the Seller provides incorrect or erroneous Product Data or fails to notify ‘The Ultimate Living Company’ of website alterations in accordance with Sub – clause (a) above, then ‘The Ultimate Living Company’ may suspend the Seller’s products from the Website pending satisfactory resolution of such default.
3.3
Where Customer orders are taken on the Website, the Seller undertakes to log in to it and update the status of Customer orders in a timely and accurate manner to both the Customer and ‘The Ultimate Living Company’
3.4
The Sale of Goods Act 1979, The Supply of Goods and Services Act 1982, The Sale and Supply of Goods Act 1994 and The Sale
and Supply of Goods to Consumers Regulations 2002 (jointly ‘the Acts’) impose obligations on sellers for goods to conform to
contract, to be as described and to be of satisfactory quality. The Seller shall comply with all its obligations under the Acts and
shall make no charge for the return of Products rejected over any issues relating to any failure to conform to contract.
3.5
All orders for Products placed on the Website by Customers who are consumers automatically subject the Seller to the Consumer
Protection (Distance Selling) Regulations 2000 (‘the DSRs’), and the Seller shall comply in all respects with the DSRs when
dealing with such consumers, which include but are not limited to the Seller’s obligations to:
3.5.1
e-mail written confirmation of the transaction and its terms to the consumer, including those relating to cancellation rights, complaints procedures and returns. The Seller acknowledges that terms merely contained in the Seller’s website are insufficient for such purpose;
3.5.2
ensure delivery within 30 days unless otherwise agreed with the consumer.
3.6
The period in which the Seller shall permit all Customers, whether consumers or parties in the course of a business, to reject Products for reasons other than those relating to any failure to conform to contract shall be 14 days from the date of delivery to
the Customer, and the Seller shall incur any and all liabilities that may arise as a result of complying with this mandatory policy.
For the avoidance of any doubt, the Seller shall be entitled to contract with the Customer for the Customer to pay the reasonable cost of return carriage of rejected Products provided such rejection is not related to any failure of the Product to conform to contract. The Seller shall not charge the Customer for returning a product that does not conform to contract nor shall the Seller charge the Customer a restocking fee for any Product rejected. Under no circumstances shall ‘The Ultimate Living Company’ incur any liability in connection with rejected or returned Products, other than the refund of commissions due under this agreement less a £20 (twenty pounds) administration fee.
3.7
The Seller shall be entitled to reclaim any commission debited by ‘The Ultimate Living Company’ in accordance with clause 4.11 hereof in respect of Products rejected by the Customer less £20 (twenty pounds) for administration.
3.8
The Seller shall provide the Customer with a guarantee of at least one year offering a free replacement of the Product or a full
refund in respect of any defects in materials or in the manufacture of the Product and without incurring any charges for carriage.
3.9
The Seller will provide ‘The Ultimate Living Company’ with a copy of its returns policy so ‘The Ultimate Living Company’ may verify compliance with the terms of this agreement or other.
3.10
The Seller warrants that it holds Stripe or similar merchant facilities as specified by ‘The Ultimate Living Company’. For this purpose theSeller agrees to set up and use such facilities in accordance with instructions provided by ‘The Ultimate Living Company’ which may change from time to time and which may include processing all on line sales emanating directly from the Website through such facilities and automating electronic transfers of commission and other payments to ‘The Ultimate Living Company’. The Seller agrees to provide ‘The Ultimate Living Company’ with sufficient access to such facilities and information relating to its Stripe account as well as any necessary snippets of computer code generated by Stripe for the purpose of processing orders through the Seller’s Stripe account and conducting electronic transfers in accordance with this agreement. Any charges levied by Stripe to the Seller shall be borne by the Seller.
3.11
The Seller must inform ‘The Ultimate Living Company’ immediately in the event of supply difficulties, price alterations or alterations of the terms of business to be issued to the Customer.
3.12
The Seller shall neither utilise nor pass on any of the details of the Customer which it obtains from ‘The Ultimate Living Company’ other than for the purposes of processing payment for and effecting delivery of the Products. In particular the Seller shall neither capture nor exploit any Customer details for marketing purposes.
3.13
‘The Ultimate Living Company’ may elect at its sole option to list on the Website only those Products it deems suitable for inclusion and to provide alternative or additional text and images for Products listed on the Website as it deems necessary for marketing purposes.
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Rights and duties of ‘The Ultimate Living Company’
4.1
During the term of this agreement ‘The Ultimate Living Company’ must diligently and faithfully serve the Seller as its non-exclusive agent. ‘The Ultimate Living Company’ must use its reasonable endeavours to promote the sale of those Products it elects in its sole discretion to market on the Website.
4.2
In all negotiations with prospective Customers or other parties, ‘The Ultimate Living Company’ must disclose that it is acting as agent of the Seller.
4.3
Upon receipt by ‘The Ultimate Living Company’ of any order for the Products ‘The Ultimate Living Company’ must within forty eight hours transmit the order to the Seller which, if the order is accepted by it, must execute the same by supplying the goods direct to the Customer.
4.4
‘The Ultimate Living Company’ must not in any way pledge the credit of the Seller or hold itself out as having the right to do so.
4.5
‘The Ultimate Living Company’ will not make any representations in respect of the Products or provide any warranty or guarantee in respect of the Products other than those already provided by the Seller.
4.6
The Seller must provide updated information with regard to its products listed on ‘The Ultimate Living Company’ immediately and in the prescribed format.
4.7
The Website will not always necessarily prevent users from making impossible, erroneous or flawed purchases and if this kind of purchase is attempted or made then ‘The Ultimate Living Company’ shall not be under any liability to the Seller. The Seller is responsible for ensuring accuracy of all orders that it receives from ‘The Ultimate Living Company’
4.8
‘The Ultimate Living Company’ shall make reasonable endeavours to ensure it corrects errors and omissions as quickly as practicable after being notified of them. However because of the sophisticated technology that is required in operating the Website there may be times when obvious errors occur. For example, this may result in a price; product or detail displayed or presented onthe Website being incorrect. In this case ‘The Ultimate Living Company’ reserves the right to cancel that contract without liability to the Seller or to ‘The Ultimate Living Company’ .
4.9
‘The Ultimate Living Company’ must not enter into any contract or incur any debt or other obligation on behalf of the Seller unless previously so authorised in writing by the Seller.
4.10
‘The Ultimate Living Company’ is not authorised to enter into any compromise or agreement with any of the Customers in relation to the Products on behalf of the Seller.
4.11
If, following delivery, a Customer rejects the Product which results in the Seller refunding the Customer, ‘The Ultimate Living Company’ shall, where the Product is not the subject of a dispute and subject to clause 5.7 hereof, refund to the Seller its Commission or proportion of its Commission due in respect of such delivery upon receipt of copy documentation evidencing such refund deducting £20 (twenty pounds) for cost of administration.
4.12
‘The Ultimate Living Company’ must not bid on trademarks of the Seller to gain preferential listings on paid internet search engines, that may artificially draw away any traffic or visitors from the Seller’s website, unless expressly otherwise agreed in writing.
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Commission and referral payments
5.1
Various rates of commission are payable to ‘The Ultimate Living Company’ as follows:
5.1.1
The remuneration of ‘The Ultimate Living Company’ for sales emanating directly from the Website shall be the Gross Selling price less the Gross purchase price agreed between The Ultimate Living Company and the Seller. ‘The Ultimate Living Company’’s scale of charges may vary from time to time.
5.1.2
The remuneration of ‘The Ultimate Living Company’ in respect a mere referral of a Customer or a prospective customer from ‘The Ultimate Living Company’ to the Seller shall be that most recently communicated to the Seller under the heading ‘Rate B’ in ‘The Ultimate Living Company’ ‘s scale of charges, and shall become due and payable within 21 days of such referral whether or not a sale results from it.
5.1.3
The remuneration of ‘The Ultimate Living Company’ for its Website users transferring from the Website to the website of the Seller shall be on a cost per click basis, entitling ‘The Ultimate Living Company’ to a fee based on the value of the Product being clicked through, at the rate most recently communicated to the Seller under the heading ‘Rate C’ in ‘The Ultimate Living Company’ ‘s scale of charges, which may vary from time to time.
5.2
The Seller shall be liable to ‘The Ultimate Living Company’ for such set-up fees as are listed in the scale of charges of ‘The Ultimate Living Company’ from time to time.
5.3
‘The Ultimate Living Company’ shall also be entitled to commission and/or referral fees on all commercial transactions concluded after the termination of this agreement where any of the conditions contained clause 5.1 above or its sub-clauses are met and the order or referral is received before termination of this agreement or where the transaction is mainly attributable to the efforts of ‘The Ultimate Living Company’ and is entered into within a reasonable period but not less than twelve weeks after the termination of this agreement.
5.4
Where a Customer order is taken on the Website, the Commission shall become due and payable within seven days of the Seller receiving payment for it, notwithstanding that delivery may not have been made.
5.5
Where a Customer order is taken on the website of the Seller, the Commission shall become due and payable no later than 14 days after ‘The Ultimate Living Company’ invoice for such Commission has been posted or otherwise despatched to the Seller, notwithstanding that delivery may not have been made.
5.6
The Commission shall not be payable if the contract between the Customer and the Seller is not executed and this is not due to
circumstances for which the Seller is responsible. Any Commission already paid but not payable to ‘The Ultimate Living Company’ will be refunded to the Seller.
5.7
Where a Customer order is taken on the Website and the Seller fully or partially refunds the Customer due to circumstances for which the Seller is responsible including but not limited to inaccurate information about the Product displayed on the Website or the Product being rejected by the Customer due to fault or damage, 25% of the Commission calculated on the gross price of the original Customer order shall be payable. The Seller shall provide ‘The Ultimate Living Company’ with evidence of the reason for any refund on the request of ‘The Ultimate Living Company’. Any Commission already paid but not payable to ‘The Ultimate Living Company’ must be refunded to the Seller.
5.8
All payments due from the Seller to ‘The Ultimate Living Company’ shall be made via ‘The Ultimate Living Company’ bank account or such other account as ‘The Ultimate Living Company’ may direct from time to time, the payment must be in full without any deductions
5.9
Any failure on the part of the Seller to make any payment due to ‘The Ultimate Living Company’ in accordance with this agreement may result in the immediate suspension of the Seller’s account, without prejudice to any other rights and remedies available to ‘The Ultimate Living Company’
5.10
Where the Seller fails to make payment due to ‘The Ultimate Living Company’ within the time period specified in this agreement, a fixed debt recovery compensation cost and statutory interest shall be charged in accordance with the Late Payment of Commercial Debts (interest) Act 1998.
6
Termination
In the event of termination of this agreement the Seller indemnifies ‘The Ultimate Living Company’ in accordance with the statutory provisions applicable to commercial agents in the United Kingdom.
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Intellectual property rights
7.1
The Seller grants ‘The Ultimate Living Company’ a non-exclusive, royalty-free, worldwide licence to use the trade marks, trade names, copyrights and designs relating to the Products (‘the Intellectual Property’) and any imagery supplied or referenced by the Seller in original or a modified form in any way for an unlimited time with a view to marketing and procuring orders.
7.2
‘The Ultimate Living Company’ acknowledges that it has no rights in or to the Intellectual Property, and agrees that it shall not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property might be diminished or jeopardised.
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Miscellaneous
8.1
Any indulgence granted by the Seller to ‘The Ultimate Living Company’ vice versa in respect of the performance by the parties of their respective obligations under this agreement or any neglect or failure by the parties to enforce any of the terms of it shall not be construed as a waiver or variation of this agreement or otherwise prejudice any of the parties’ rights under it.
8.2
Any variation of this agreement shall only be effective if made in writing and signed by the Seller and by ‘The Ultimate Living Company’
8.3
This agreement is personal to the Seller and ‘The Ultimate Living Company’ and may not be sub-contracted or assigned by either party. Neither shall any third party be entitled to derive rights or benefits under it pursuant to the terms of the Contracts (Rights of Third Parties) Act [1999].
9
Commissions
9.1
The Ultimate Living Company will only pay one commission per completed transaction. A completed transaction shall be four weeks from delivery of the goods. The Ultimate Living Company will try to make payment of any commissions due within 30 days from this date but The Ultimate Living Company reserve the right to make this payment at a time that is convenient to The Ultimate Living Company.
9.2
In the event of a dual notification whereby the purchaser is notified by two people this will be determined by whoever made the notification first. In the event that any dispute exists The Ultimate Living Company reserve the right to determine who the recipient (if any) of any commissions due shall be. The Ultimate Living Company’s decision shall be final.
9.3
Commissions will vary by promotion and brand. The Ultimate Living Company reserve the right to change any commission or withdrawal any commission benefit without notification.
9.4
Payment shall be made by bank transfer to the bank details received from the recipient. The Ultimate Living Company shall not be liable in anyway should these details be incorrect or misrepresented.
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This agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English courts
