The Country Living Marketplace (the “Marketplace”) is an online marketplace where you can sell your goods and certain other items (your “Products”) directly to buyers.  These Seller Terms and Conditions (referred to as the “Conditions”) and the other documents we refer to in these Conditions and notify you of from time to time, together set out the legally binding agreement between us (referred to as “Agreement”) when you sell Products on the Marketplace. We also remind you of the that you agree to be bound by whenever you use the Site.

It is important for you to read and understand these Conditions before you agree to them.

  1. Definitions


Your Marketplace account including Shopfront

Annual Fee

The annual fee payable by You, the value of which shall be notified to You by email

Application Form

The online application form that You complete to apply to be a Seller on the Marketplace

Bespoke Terms

The specific terms and conditions of sale for your Product(s)

Business Day

9am – 5pm on a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

CLM Logo

The Marketplace logo that is provided by Us to You for use in accordance with clause 11


The content management system, being the back-end of the Marketplace that we make available to you to manage your Shopfront and transactions on the Marketplace.

Commission Fee

A percentage of the Product price that we will take as commission each time you make a sale, the value of which we notify you by email when you make your application to create an Account, as may be amended by us and notified to you from time to time.


Visitors to the Marketplace

Customer Feedback

Any and all information provided by a Customer to the Marketplace including without limitation reviews, ratings and opinions on You and/or Your Products and/or their transaction with You

Data Protection Legislation

means the Data Protection Act 2018, the General Data Protection Regulation, the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including the General Data Protection Regulation, and including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction


means any user guides or other information we provide you to whether online or in hard copy or electronic form or any other media, relating to the Service, and user instructions for the Service


The Joining Fee, the Annual Fee, the Commission Fee, and any other charges set out here in, according to your plan, or that we may notify you of from time to time


means Hearst Magazines UK, the trading name of The National Magazine Company Limited

Intellectual Property Rights

means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trade marks and get-up (and goodwill attaching to those trade marks and that get up), domain names, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in confidential information, rights in computer software and semiconductor topographies, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world

Joining Fee

The fee payable by you to Us in order to set up your Account and begin receiving the Service, the value of which will be notified to you in writing (email sufficient) at the time of your application to create an Account


the Country Living Marketplace, our online e-commerce platform that enables you to sell directly to Customers

Marketplace Materials

any and all content and materials supplied or made available by or on behalf of Hearst in connection with the Agreement, including without limitation the Country Living Marketplace, the CLM Logo and/or any other Hearst brand’s logo, trade mark, service mark, name or brand

Marketplace Messaging Service

The messaging service operated on the CMS enabling direct communications between you and a Customer


Has the meaning given to it in Clause 13.7

Processor Fee

A percentage of an Order price that Processor will take as commission


the items you list for sale on your Shopfront in accordance with this Agreement

Security Incident

Any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to your Account or any information you have obtained from the Marketplace


the “Company” as stated in your online Application Form

Seller Marks

the name, trade marks, service marks, logos, trade names, business names and brands and other Intellectual Property provided by or on behalf of Seller for use in connection with the Marketplace

Seller Materials

any and all content and materials supplied or made available by or on behalf of Seller in connection with the Agreement, including the Seller Marks and Shopfront Content


the Marketplace


Your homepage on the Marketplace

Shopfront Content

any and all information on your Shopfront including without limitation any text, photographs, logos, images or videos that you provide or upload to the Marketplace and/or Your Shopfront and/or your Account


any software installed by us or on our behalf that enables you to access and trade through the Marketplace site


means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices


1. The Marketplace
1.1. Commencement and Duration. This Agreement will commence after:
1.1.1. We have received from you an Application Form submitted to our satisfaction; and
1.1.2. we have notified you in writing that we have accepted your Application Form (acceptance of the Application Form will be entirely at our discretion); and
1.1.3. we have received the Joining Fee.
1.2. The Agreement will continue until terminated in accordance with the terms set out herein.
1.3. Our Supply of the Marketplace. During the term of this Agreement, we will:
1.3.1. Provide, and allow you access, to the Service and make available any necessary Documentation to you in accordance with this Agreement and with reasonable care and skill; and
1.3.2. Use reasonable efforts to restore any faults on the Marketplace. You acknowledge that transmission of information via the internet is not 100% secure and there is always a risk of
downtime, error, bugs or other technical issues. As such, you acknowledge that it is not possible to provide the Marketplace entirely free from fault.
1.4. We may modify the Service at any time, for example making updates, improvements or amendments to the Marketplace. Any such variation will be subject to this Agreement.
1.5. We do not warrant that:
1.5.1. your use of the Service will be uninterrupted or error-free; or
1.5.2. the Service, Documentation and/or information you obtain through the Service will meet your requirements; or
1.5.3. the Software or Service will be free from Viruses.
1.6. We are not responsible for any delays or other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and you acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such facilities.
1.7. We have absolute discretion over the look, feel and content of the Marketplace.
1.8. We retain ultimate control over the Marketplace, including (without limitation) full administrative control over all Accounts. We may from time to time implement approvals processes in order for Products to be published on your Shopfront, or carry out audits of Shopfronts and/or listed Products to ensure compliance with this Agreement.
1.9. We may from time to time implement maximum and minimum quantities of Product listings that we require you to list on your Shopfront and will notify you of any such requirements in advance.
1.10. Ranking Parameters. Information on ranking criteria and the order in which Shopfronts and Products will be listed on the Marketplace, including in a search function, can be found in the Product Ranking Policy.
   2. Contract for Sale
2.1. The Marketplace provides a platform for you to offer and sell your Products directly to Customers. As part of this:
2.1.1. The Contract for Sale of your Products is between you and the Customer only and we will never be a party to this contract or have any liability whatsoever in relation to it;
2.1.2. When a Customer places an order for a Product on the Marketplace (“Order”) this will be deemed an offer by them to purchase the Product(s). They will receive an email from Us to confirm they have started their order (“Order Opened”), once they have completed the payment, they will receive a payment receipt email (“Receipt”). You will also receive an email notifying you of the Order. If You can fulfil the Order, you must promptly (and in any event within 24 hours) change the status of the Order on the CMS which will then prompt an email to be sent to the Customer either confirming their order (“Order Confirmation”) or declining the Order. The Contract for Sale between You and the Buyer is formed when the Order Confirmation has been triggered. Where you have accepted the Order, You will then promptly process and dispatch the relevant Products to the Customer and update the status of the Order on the CMS. Once you have changed the status of the Order on the CMS, the Customer will receive an email confirming that specific Product(s) are being sent (“Delivery Confirmation”). If you cannot accept or fulfil an Order, you must promptly (and in any event within 24 hours) update the CMS and an email will be sent to the Customer confirming that their Order has not been accepted. You acknowledge that rejection of an Order may constitute a breach of this Agreement.
2.1.3. Rejection of an Order otherwise than in accordance with our Agreement (including without limitation the Delivery and Fulfilment Policy), or failure to fulfil an Order in accordance with our Agreement (including without limitation the Delivery and Fulfilment Policy) may constitute a material breach of the Agreement. Please refer to the Restriction, Suspension and Termination Policy for further information.
2.1.4. The terms on which the contract between you and the Customer is formed (the “Contract for Sale”) will relate to the specific Product(s) whose dispatch is confirmed in the Order Confirmation.
The Contract for Sale will be made up of your Bespoke Terms (set out on the relevant Product page and Your Shopfront), together with the Order Confirmation, Delivery Confirmation and the Site Terms and Conditions;
2.1.5. We will facilitate the sale of Products between you and Customers through the use of the CMS and e-mail communication services operated and managed by us, together with the Marketplace; and
2.1.6. We do not own any of your Products offered for sale through the Marketplace nor do they come into our possession at any time.
2.2. In the event of inconsistency between your Bespoke Terms and any other terms on the Marketplace, insofar as it relates to a Contract of Sale between You and Your Customer, Your Bespoke Terms will take precedence. You acknowledge and agree that if Your Bespoke Terms do not comply with applicable laws and regulation, Your Customer may have a legal claim against you. Hearst cannot be responsible in any way in this respect.
2.3. We will not be responsible for any orders placed by any Customer and You will be wholly responsible for managing any and all Orders, sales, complaints, refunds and other enquiries you receive from the Customer in accordance with this Agreement.
2.4. There is no guarantee as to the volume of orders or revenue you will receive through the Marketplace.
3.Changes to the Agreement 

    3.1. We may update the Agreement from time to time.  

    3.2. We will notify you by email of any proposed changes to the Agreement, and let you know when those  changes will take effect (which, except in the exceptional circumstances set out below, will be not less  than 15 days from and including the date on which we notify you about them). If you need to make  technical or commercial adaptations to comply with these changes that we reasonably think will take  you longer than 15 days to implement, then the notice we give you may be longer than 15 days. We  do not have to give you 15 days’ notice if (i) we are required by law to change the Agreement in such a  way that does not allow us to give you 15 days’ notice; or (ii) we need to make the changes quickly in  order to address an unforeseen and imminent danger related to defending Us, the Marketplace,  Customers or Sellers from fraud, malware, spam, data breaches or other cybersecurity risks. 
    3.3. You will have the right to terminate the Agreement before expiry of the applicable notice period if you  wish. If you do wish to terminate and let us know in writing before the change has taken effect,  termination of your Agreement with us will take effect 15 days from (and including) the day on which  we notified you of the proposed changes (or such shorter time as may have been notified to you in  our notification of the proposed changes).  
    3.4. You may also choose to waive your right to terminate by letting us know in writing, or taking a clear  affirmative action, for example, uploading new Products to your Shopfront. 
    4.Sellers’ Responsibilities 
      You warrant, and represent that: 
      The Basics 
      4.1. You are running a business which is incorporated or established in the United Kingdom; 
      4.2. You are at least 18 years old; 
      4.3. You have a trading/operating address in the United Kingdom; 
      4.4. You are acting as a “trader” for the purposes of consumer protection laws and regulations; and  4.5. You will keep Your account details up to date on the CMS throughout your use of the Service. HMRC  legislation and our obligations under the corporate criminal offence legislation means that we have a 
      responsibility to ensure your VAT compliance. If we believe you are not compliant, we retain the right  to suspend your Shopfront until your account information has been updated. 
      4.6. You have and will maintain, at your own cost, internet access and up to date and adequate computer  hardware and software to allow access to and maintenance of your Account and Shopfront.  4.7. Your internet access, computer hardware and software will at all times be free from and protected  against Viruses. 
      4.8. You will maintain in force, with a reputable insurance company, indemnity and product and public  liability insurance and such other insurance as may be required to cover the potential liabilities under  this Agreement, each in an amount not less than £1million. You will produce to us on request in  respect of each insurance (i) the insurance certificate detailing the cover; and (ii) a receipt for the  current year’s premium. 
      Your Account, Shopfront and Selling on the Marketplace 
      4.9. Upon setting up your Account, you will upload and list Products on your Shopfront within seven (7)  days. Time is of the essence in respect of this clause. 
      4.10. You will at all times act and represent Yourself and Your business with fairness, honesty, accuracy and integrity. 
      4.11. You will not sell any Products set out in the Restricted Products Policy or which otherwise do not  comply with any applicable laws and regulations. The Restricted Products Policy is not an exhaustive  list and you are responsible for ensuring compliance with applicable laws and regulations at all times.
      4.12. You will: 
      4.12.1.Ensure that all Seller Materials (for example product descriptions, photos and Bespoke Terms)  are honest, accurate and complete, and contain nothing that is false, inaccurate or misleading;
      4.12.2.if you are selling personalised or made to order products and use photographs of previous work  for customisation (e.g. colours or initials), make clear that all such photographs included in the  listing are examples only; 
      4.12.3.keep your stock count up to date; 
      4.12.4.not list anything for sale (and take down any listings from your Shopfront) that is or will be  unavailable for longer than seven (7) days. If a Customer places an Order you cannot fulfil, we may  at our discretion charge you the Commission Fee for that item; 
      4.12.5.Ensure your Shopfront Content maintains a high standard of presentation at all times and is,  compliant with the Seller Guide; 
      4.12.6.Respect the Intellectual Property of others and not upload anything to the Marketplace that  infringes the Intellectual Property rights of any third party; and 
      4.12.7.Pay your Fees in accordance with this Agreement. 

      4.13. You will not:  

      4.13.1.coordinate pricing with other sellers; or 
      4.13.2.include anything offensive, defamatory, abusive, obscene or unlawful in any Seller Materials (including without limitation your Products listings) or in any other communications you may have  with Customers. 
      4.14. You are responsible for complying with all applicable laws and regulations in respect of the Products  you list for sale, including (without limitation) any required labels and warnings. Hearst assumes and  accepts no liability for the accuracy, labelling or content of your Seller Materials or the Products  themselves. 
      4.15. The prices you list on your Shopfront must be fully inclusive of all taxes, duties (including without  limitation VAT at the appropriate rate) and applicable charges other than (i) any applicable customs  duties and (ii) postage and packaging (which charges apply in accordance with our Delivery and  Fulfilment Policy and must be specified separately in your Bespoke Terms). 
      4.16. Any non-compliance with this clause 4 may be a deemed a significant breach under clause 18.2 of  these Conditions, and we reserve the right to suspend the relevant Product listing or your Shopfront,  or terminate your Account. For more information please refer to the Restriction, Suspension and  Termination Policy.  
      4.17. Time is of the essence in respect of this Clause 4.
      5.Your relationship with Customers 
        5.1. You may from time to time have direct interactions with Customers through our Marketplace  Messaging Service. 
        5.2. You agree that any and all interactions you have with Customers will be solely in connection with a  Product or Order and you will not solicit or endeavour to entice away any Customer from the  Marketplace or otherwise market to them.  
        5.3. By selling on the Marketplace you warrant and represent that you will: 
        5.3.1. honour every Contract of Sale you enter into with a Customer, for example the dispatch and  processing time. You must dispatch any item or otherwise complete a transaction with each  Customer in a prompt manner unless there is an exceptional circumstance; 
        5.3.2. comply with our Delivery and Fulfilment Policy as supplemented or amended by your Bespoke  Terms; 
        5.3.3. resolve disagreements with Customers and/or Us in accordance with Clause 6; and
        5.3.4. honour the Customer’s consumer rights as set out in applicable laws and regulations. The  Marketplace is intended for and directed to UK based Customers only. If you receive and accept an order from outside the UK, you must comply with all applicable laws and regulations in that  territory, which may vary to the laws of England.  
        5.4. You may receive Customer Feedback in good faith. You will not review, or engage any third party to  review, your Shopfront or any of your Products appearing on the Shopfront.  
        5.5. Any non-compliance with this clause 5 may be a deemed a significant breach under clause 18.2 of  these Conditions, and we reserve the right to suspend the relevant Product listing or your Shopfront,  or terminate your Account. For more information please refer to the Restriction, Suspension and  Termination Policy. 
          6.1. Customers will be instructed to submit any complaints about You, Your Product(s) or Your Shopfront  directly with You via the Marketplace Messaging Service. You will comply with the Complaints Policy if  you receive any complaints.  
          6.2. Any non-compliance with this clause 6 may be a deemed a significant breach under clause 18.2 of  these Conditions, and we reserve the right to suspend the relevant Product listing or your Shopfront,  or terminate your Account. For more information please refer to the Restriction, Suspension and  Termination Policy.  
          7. Access to data generated by the Marketplace & Personal Data 
            7.1. Through the CMS, You will have access to certain information relating to You, Your Orders, and certain  personal data that we share with you (as set out in the Data Protection Terms for Marketplace  Sellers). You do not have access to any other information and we do not share information relating to  You or Your orders with other Sellers. 
            7.2. Each party will comply with its obligations and duties under Data Protection Legislation and do  nothing which causes, or may cause, the other to be in breach of its obligations under Data Protection  Legislation. 
            7.3. The Parties will comply with their obligations under the Data Protection Terms for Marketplace  Sellers. 
            1. Our Reputation 

            If You act at any time (whether in connection with the Marketplace or otherwise) in such a way that, in our  opinion, negatively affects or could negatively affect the reputation of Us, the Marketplace, or any of the 

            Hearst brands, we reserve the right at our discretion to suspend or terminate your Account. For more  information please refer to the Restriction, Suspension and Termination Policy.  

            1. Security of Your Account 
            9.1. You are responsible for maintaining your Account access, passwords, and other security devices and  ensuring that these remain confidential. You warrant and represent that you will take all necessary  steps to keep this information secure and you will inform us immediately if you have any reason to  believe that a password or other security device has or is likely to become known to someone not  authorised to use them. 
            9.2. You will promptly notify us in the event of a Security Incident and provide us with all reasonable  cooperation in such event. 
            9.3. You warrant and represent that any and all data You supply to Us and/or upload to the Marketplace  will be free from Viruses. 
            9.4. We reserve the right to: 

            9.4.1. suspend your access to your Account if at any time we consider there is or may have been a  breach of security and We will notify You of steps We require You to take in this event; and/or

            9.4.2. require you to change your password(s), or to change them ourselves and notify you of the  change. 

            9.5. Any non-compliance with your obligations under this clause 9 may be deemed a significant breach  under clause 18.2 of these Conditions, and we reserve the right to suspend the relevant Product listing  or your Shopfront, or terminate your Account. For more information please refer to the Restriction,  Suspension and Termination Policy.  

            1. Compliance with our instructions and laws 
            10.1. You will, at all times, work cooperatively with Us and comply with all reasonable instructions You  receive from Us. 
            10.2. You will comply at all times with all applicable laws and regulations including, without limitation, consumer protection, online selling, product safety, advertising and marketing, data protection, modern slavery, and environmental laws and regulations.  
            10.3. You confirm that you will, at all times, comply with applicable laws and regulations in the UK and  those of your buyers’ countries (should you accept an Order from a customer outside the UK).
            10.4. You are solely responsible for ensuring that You are fully compliant with appliable VAT registrations  and accounting for any and all applicable VAT correctly. 
            10.5. You will promptly provide us with any information that we may request in respect of Your Products  in order for us to properly account for VAT. You will promptly update us when you become aware that  such information is no longer accurate. 
            10.6. You will notify us as soon as you become aware or suspect that any Products you have listed for sale  may be or are required to be recalled and you will keep us updated as to the details of any such  process. Any such Product(s) must immediately be removed from your Shopfront and you will comply  with any and all applicable product safety laws, regulations and guidelines in relation to handling this  issue with Customers. We reserve the right to suspend your Shopfront or terminate your Account  should this occur.  
            10.7. You will notify Us as soon as You become aware of or suspect any actual or alleged product liability  claims in relation to one or more of Your Product(s) (whether or not the product was purchased  through the Marketplace) and You will keep Us updated as to the details of any such process. Any  Product(s) affected by such claims must immediately be removed from Your Shopfront and You will  comply with any and all applicable product safety laws, regulations and guidelines in relation to  handling this issue with Customers. We reserve the right to suspend your Shopfront or terminate your  Account should this occur.
            10.8. Any non-compliance with this clause 10 may be deemed a significant breach under clause 18.2 of  these Conditions, and we reserve the right to suspend the relevant Product listing or your Shopfront,  or terminate your Account. For more information please refer to the Restriction, Suspension and  Termination Policy. 
            1. Intellectual Property  
            11.1. All Intellectual Property Rights in the Country Living Marketplace name, logo and/or branding and  the Marketplace Materials are and shall remain Our sole and exclusive property and You shall not  acquire any rights in the same including any developments or variations.  
            11.2. We grant You a non-exclusive, non-transferable, non-sublicensable revocable licence during the  Term to use the CLM Logo that We provide to You in connection with these Conditions, and solely for  the purpose of promoting Your presence on the Marketplace and selling Your Products on the  Marketplace. Any such use must always be in accordance with the Brand Guidelines Policy and any  other guidelines We provide to You from time to time. Otherwise, nothing in this Agreement grants or  purports to grant any other right or licence to You to use the Marketplace, Marketplace Materials,  and/or Hearst Intellectual Property Rights.  
            11.3. All Intellectual Property Rights in the Service and in any Software and/or Documentation are and  shall remain Our sole and exclusive property, or the property of Our licensors, as appropriate. Except  as expressly stated herein, this Agreement does not grant to You any rights to, under, or in, any  Intellectual Property Rights in the Service or the Documentation.  
            11.4. We grant You non-exclusive, non-transferrable, non-sublicensable, revocable permission for the  Term to use the Software or Documentation for the sole purpose of accessing and using the Service in  accordance with this Agreement.  
            11.5. You hereby grant to Us a non-exclusive, royalty free licence to use the Seller Materials in connection  with this Agreement and/or the Marketplace and/or any marketing or promotion thereof.
            11.6. You warrant and represent that: 
            11.6.1.You are the legal owner of all the Intellectual Property Rights in and relating to the Products  and all Seller Materials and/or that you possess permission to use them and grant us the rights  herein; 
            11.6.2.Listing your Products on your Shopfront, selling them via the Marketplace, and the use by us of  your Intellectual Property Rights will not infringe or cause Us to infringe any Intellectual Property  Rights of any third parties; and 
            11.6.3.Your Products are not replicas or copies of any third party. 

            11.7. In the event either you or we receive a claim that Seller Materials infringe any Intellectual Property  Rights: 

   will immediately make such changes to such Seller Materials as are required to make them  non infringing; and 
            11.7.2.We reserve the right to amend the relevant Seller Materials at our discretion; suspend the  relevant Product listing(s) or your Shopfront; or terminate your Account.  
            1. Marketing and Promotions 
            12.1. We may from time to time run promotions on all or part of the Marketplace. These would be  separate to any promotions You may choose to run on your Shopfront. If a promotion would affect  your Products or Shopfront, We will inform You in advance of the nature and terms of such promotion  and whether We will bear the costs of such promotions, or whether You would be required to bear  the costs of such promotions. 
            12.2. Where you would be required to bear any costs of a promotion you may inform us in writing  whether or not you wish to participate in the promotion.
            1. Charges and Payments 
            13.1. There are fees associated with having a Shopfront, listing, selling, advertising and certain other  Marketplace features. 
            13.2. You will pay the Fees by the due date notified to you. 
            13.3. If you fail to make any payment due to us under this Agreement by the due date for payment, then,  you shall pay interest on the overdue amount at the rate of 4% per annum above HSBC’s base rate  from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of  the overdue amount, whether before or after judgment. You shall pay the interest together with the  overdue amount. 
            13.4. If any upgrade options are offered or available to you, you must pay any outstanding Fees (including  any fees relating to the upgrade) before receiving access to the upgrade. 
            13.5. Save as otherwise set out in this Agreement, all Fees are non-refundable and non-transferable to any  other Hearst product.  
            13.6. The Annual Fee is payable via the CMS and must be paid by the payment due date notified to you.  You will be prompted for this via email once you have accessed your account, or before you are about  to enter a new yearly subscription plan.  
            13.7. The Marketplace uses a third-party payment processor (the “Processor”) and in creating your  Account with us, you agree to comply with the payment processor’s Terms and Conditions which will  be made available to you.  
            13.8. The Commission Fee is payable as outlined in your Marketplace membership plan. The Commission  Fee will be automatically deducted from the amount paid by the relevant Customer. Once the  Commission Fee and Processor Fee are deducted, the remaining balance will be sent to the account  details used in your Processor account. This payment will be paid out to your account weekly. 
            13.9. If a refund is accepted via the CMS and the Product is returned, all payments received from the  Customer in respect of the relevant Product(s) will be refunded to the Customer. Where You offered a  range of delivery methods, only the least expensive generally acceptable delivery charge must be  refunded. When you update the CMS confirming receipt of returned Product(s), the amount paid to  you from the sale of the relevant Product(s) will be automatically deducted from your Processor account and the applicable Commission Fee will be payable by Us in order that the total value of the  returned Product(s) will be refunded to the Customer. Your Processor account will go into a negative  balance if the refund is greater than the funds in your account, and You will be solely accountable to  the Processor in this respect.  
            13.10. Refunds must be processed without undue delay and in any event no later than 14 calendar days  after the day on which You receive the Product(s) back or (if earlier) the day on which the Customer  supplies evidence of having sent the goods back. 
            1. Other Warranties 

            14.1. Both You and We warrant that we each have full authority to enter into this Agreement and are not  bound by any agreement with any third party that adversely affects this Agreement.

            14.2. You warrant and represent that: 

   have and will maintain throughout the Term, all necessary power, authority and consents  to enter into and fully perform your obligations under this Agreement; 
            14.2.2.the Seller Materials (i) do not infringe the Intellectual Property Rights of any third party; (ii) are  not offensive, obscene, derogatory in nature or defamatory; (iii) are honest, accurate, and  complete; (iv) will not bring Us, the Marketplace, or any of our brands into disrepute; (v) where  submitted electronically, are free of Viruses; (vi) will comply with all applicable laws, regulations  and codes of conduct including without limitation the Consumer Protection Act and the Consumer  Protection from Unfair Trading Regulations.  
            14.3. Subject to 16.3, We hereby expressly disclaim all warranties, express or implied or statutory,  including but not limited to implied warranties of merchantability, fitness for use and fitness for a  particular purpose. The Service and the Software are provided “as is”. We do not warrant that the 
            Service and/or the Software will run uninterrupted or be error free, nor do we make any warranty as  to the results that may be obtained from use of the Service and/or the Software, or its usability or  availability. In no event will We be liable for acts, errors or omissions of third parties (including but not  limited to Sellers and Customers). 
            1. Indemnities 

            15.1. You will indemnify and hold harmless Us and our licensees, affiliates, group companies, and our  respective officers, directors, agents and employees from and against all liability, actions, claims,  demands, losses or damages (including reasonable legal fees) caused by or arising out of:

            15.1.1. A breach or alleged breach by You of any of the warranties contained in these Conditions;
            15.1.2. any act or omission by you in performing your obligations hereunder; 

            15.1.3.Your violation of or failure to comply with any applicable law, regulation, rule or order;

            15.1.4.a breach or suspected breach by You of Clause 7 (Access to Data & Personal Data);

            15.1.5.a breach or suspected breach by You of Clause 11 (Intellectual Property); 

            15.1.6.any product liability claims relating to Your Shopfront or Products; 
            15.1.7.any incorrect information that you provide to us to or failure by You to update any information  that you provide to us; or  
            15.1.8.a breach by you of Clause 13.9 or 13.10 (Refunds). 
            1. Limitation of Liability 
            16.1. We shall not be liable for any indirect, incidental, special, or consequential damages, or damages for  loss of profits, business, revenue, or data, or any wasted costs, even if foreseeable, foreseen or  known. 
            16.2. Subject to Clause
            16.3, our total maximum aggregate liability to you under this Agreement whether  in contract, tort, negligence of otherwise shall be limited to the sum of the then current Annual Fee (or the Joining Fee, if the liability occurred in the Initial Term). 

            16.4. Nothing in this Agreement shall limit either party’s liability for death or personal injury resulting from  negligence, or fraud, fraudulent misrepresentation or for anything else which cannot be limited by  law. 

            1. Termination and Suspension 
            17.1. Mutual Termination: We both have the right to terminate the Agreement at any time by giving thirty  (30) days’ written notice to the other party. Terminating the Agreement leads to closure of your  Account.  
            17.2. Restriction, Suspension, or Termination: Notwithstanding Clause 17.1, We may immediately restrict,  suspend or terminate our provision of the Services (or any part of it) to you, or terminate this  Agreement if: 
            17.2.1.You significantly or repeatedly (meaning two or more times) breach any term(s) of this  Agreement (including the Policies); 
            17.2.2.We have otherwise specified that we have the right to do so in the terms of this Agreement; 
            17.2.3.You fail to pay any Fees payable to Us within seven (7) Business Days of their due date for  payment; 
            17.2.4.You do not have enough money to pay your debts when they fall due, or you enter into legal or  other proceedings relating to your inability to pay your debts or if You have a receiver or  administrator appointed over all or part of Your assets, or You go or are placed into insolvent  liquidation, or take formal steps to commence or are subject to any insolvent winding up or  bankruptcy proceedings or any steps relating to the appointment of a liquidator, receiver or  administrator over or in respect of Your assets, or You compound or make an assignment for all or  substantially all of Your obligations; or
            17.2.5.In our sole discretion we determinate that you are no longer eligible to receive the Services or  be listed on the Marketplace.  
            Please refer to our Restriction, Suspension and Termination Policy for further information on when  and how we might exercise these rights.  
            17.3. If we restrict or suspend the Services, we will provide you with a statement of reasons for this  decision on or before the date when the restriction or suspension takes effect. For further  information, please refer to the Restriction, Suspension and Termination Policy. 
            17.4. If we decide to terminate the Services or the Agreement, we will provide you with a statement of  reasons for this decision at least 30 days’ before the termination takes effect, except where:
            17.4.1.We are subject to a legal or regulatory obligation not to provide the specific facts or  circumstances or the reference to the applicable ground(s) to you; or 
            17.4.2.We can demonstrate that you have repeatedly infringed the relevant term(s) of this  Agreement. 

            17.5. If the Service or our Agreement is suspended or terminated for any reason: 

            17.5.1.You will remain liable for all outstanding payments during suspension and after termination of  this Agreement;  

            17.5.2.You will remain liable for any unpaid refunds due to Customers and any associated Fees;
            17.5.3.We reserve the right to withhold future payments to you to offset against any outstanding  debts or negative balance on your Account; and 
            17.5.4.You will be responsible for keeping Your own copies of any information provided or generated  by You. 

            17.6. Where the Service is terminated for any reason: 

            17.6.1.You must pay all Fees that have or will fall due up to and including the date when the Account  is closed; 
            17.6.2.all payments that we determine are owing to you will be paid before closing your Account; 
   will continue to have access to certain parts of the CMS for 30 days in order to pay any  outstanding Charges, organise any Refunds, and download any information you may require in  accordance with Clause 7.1 (Access to Data Generated by the Marketplace) above. 

            17.7. Termination of this Agreement does not affect any of our or your rights or liabilities and any  provision of this Agreement that is stated to continue beyond termination shall continue in full force  and effect.  

            1. Force Majeure  

            We shall not be liable to you for any whole or partial failure to perform our obligations hereunder to the  extent that such performance has been delayed, hindered or prevented by any circumstances beyond our  reasonable control including without limitation an act of God, fire, flood, lightning, epidemic, pandemic, severe  weather conditions, war, revolution, acts of terrorism, sabotage, IT or internet outage, Virus, industrial  disputes (whether of our own employees or others) or acts of local or central government (including imposing  regulatory or legal restrictions). Where such circumstances arise, we shall notify you thereof and the  obligations of the parties under this Agreement, except any payment obligations, shall (but only so far as is  necessary to take account of the event of force majeure) be suspended until such circumstances cease to  apply, or for 30 days’ from receipt of our notice, when either party will be entitled to give the other notice in  writing to terminate this Agreement. 

            1. Confidentiality 

            19.1. Each party undertakes that it shall not at any time 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 19.2. For the avoidance of doubt, subject to Clause 19.2 below, the terms of the Agreement  between us shall be deemed Our confidential information that we disclose to You.  

            19.2. Each party may disclose the other party’s confidential information:

            19.2.1.To those of its employees, officers, representatives or advisers who need to know such  information for the purposes of compliance with this Agreement. 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 19; and 

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

            19.3. Except as otherwise set out herein, neither party shall use the other party’s confidential information  for any purpose other than the evaluation of and compliance with this Agreement. 
            19.4. Except as otherwise set out herein, You may not make any announcement concerning the  negotiation, execution or subject matter of this Agreement, or your presence as a Seller (or  prospective Seller) on the Marketplace, without prior written approval. 
            1. Anti-Bribery 

            20.1. Neither party has directly or indirectly: 

            20.1.1.given, promised, offered or authorised; or 
            20.1.2.accepted, requested, received or agreed to receive, 
            20.1.3.any payment, gift, reward, rebate, contribution, commission, incentive, inducement or  advantage to or from any person, in contravention of the Bribery Act 2010, the US Foreign Corrupt  Practices Act 1977 or the anti-bribery and corruption laws of any jurisdiction to which the party is  subject and in each case any related rules, regulations and guidance (collectively, the “Anti-Bribery  and Corruption Laws”). 

            20.2. Both parties have instituted, maintained and monitored policies and procedures designed to ensure,  and which are reasonably expected to continue to ensure, continued compliance with the Anti-Bribery  and Corruption Laws. 

            1. Mediation 
            21.1. Mediation is a process where a neutral third party assists parties in a dispute to resolve that dispute  by facilitating negotiations between the parties to help them come to a negotiated settlement,  without having to go to court. In the event of any disputes between us arising out of this Agreement,  including complaints with Customers, that could not be resolved by means of our Complaints Policy,  we are willing to engage with the Centre for Effective Dispute Resolution via their website at  
            21.2. Although meditation is a voluntary process, You and we both agree to engage in good faith through  any mediation attempts.  
            21.3. You and we both agree to notify the other in writing if one of us wishes to submit a dispute to  mediation. Unless you and we agree in writing within 14 days of that notice, the Centre for Effective  Dispute Resolution will nominate a mediator. We will bear a reasonable proportion of the total costs  of mediation. 
            21.4. Nothing in this Clause restricts either party from bringing legal proceedings under this Agreement. 
            1. General 
            22.1. Headings: The descriptive headings in this Agreement are only for reference and do not form part of  the contract between the parties. 
            22.2. Entire Agreement:  
            22.2.1.This Agreement constitutes the entire agreement between us and supersedes and extinguishes  all previous agreements, promises, assurance, warranties, representations and understandings  between us, whether written or oral, relating to its subject matter. 
            22.2.2.Each party acknowledges that in entering into this agreement it does not rely on, and will 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.  
            22.3. Notices: Unless otherwise stated herein, any notices given to a party under or in connection with this  agreement will be in writing by email to, in the case of the Seller, the address specified on Seller’s  Account; and in the case of Hearst to with a copy to  
   Any notice will be deemed to have been received at the time of  transmission or, if this time falls outside a Business Day, on the next Business Day. 
            22.4. Waiver: No waiver of a breach of any provision of this Agreement or of any default hereunder will be  deemed a waiver of any other breach or default of this Agreement. 
            22.5. Severance: The illegality or unenforceability of all or any part of any provision of this Agreement shall  in no way affect the validity or enforceability of such provision for any other purpose or remaining  provisions of this Agreement. 
            22.6. Assignment: You may not, without our prior written consent, assign, transfer, declare a trust of the  benefit of, subcontract or delegate to any third party the performance of all or any of your obligations  under this Agreement, nor any benefit arising under or out of this Agreement. 
            22.7. No Partnership: nothing in this Agreement and no action taken by the parties pursuant to this  Agreement shall constitute, or be deemed to constitute, a partnership, agency, association, joint  venture or other co-operative entity. 
            22.8. Third Party Rights: The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement  and no person other than the parties to this Agreement shall have any rights under it, nor shall it be  enforceable under that Act by any person other than the parties to it.  
            22.9. Governing Law and Jurisdiction: This contract is governed by the laws of England and the parties  hereby submit to the jurisdiction of the English Courts