Vendor Agreement

This agreement is between Aquilative Technologies Limited T/A Aquilative Marketplace, a company registered in England & Wales with number 10546378, whose registered office is at 124 City Road, Islington, London, EC1V 2NX ("We", "Us"), and the business or individual who opens a store on Aquilative Marketplace ("You", the "Vendor"). You accept it when You apply to sell, and the version in force when You applied, or any later version as described below, applies to You.

1. Who You Are

1.1 You sell on Aquilative Marketplace in the course of Your business, which is established in the United Kingdom. You confirm You are at least 18 and entitled to sell the goods You list, and You tell Us straight away if Your business stops being established in the UK.

1.2 You are responsible for registering Your business with HMRC where the law requires, and for Your own tax and VAT. Under the digital platform reporting rules (the Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023) We must collect and check information about You and report Your sales to HMRC each year: for a sole trader, Your date of birth, home address and National Insurance number or Unique Taxpayer Reference; for a partnership, the partnership's Unique Taxpayer Reference and address; for a company, its registered office, company number and tax reference; and any VAT number. Vendors with fewer than 30 sales and less than €2,000 in a calendar year aren't reported, so We only ask once Your sales in a calendar year reach 25 or £1,500. We keep it private – it is never shown to customers. If You still haven't given it 60 days after We ask, the rules require Us to hold Your payouts or pause Your store until You do.

1.3 Before Your store can take orders You give Us Your seller details, and keep them up to date:

• Your type of business, and Your legal name: for a sole trader, Your own full name; for a partnership, every partner's full name; for a company or LLP, its registered name, number and registered office;
• any trading name You use;
• Your VAT number, if You're registered;
• the geographic address at which Your business is established (not a PO box), and a separate address for returns if You use one;
• an email address customers can use to contact You directly, and a phone number if You have one for Your business.

The law requires customers to be told who the seller is, its geographic address and how to contact it quickly and directly before they pay, so We show these on Your store and product pages, at checkout, in order confirmations and on Your invoices. If You work from home, Your home address may be the address at which Your business is established. If You use a business-address service instead, it must be a real address where You can receive post and returns, You confirm that it is, and You give Us Your home address privately. You are responsible for Your seller details being accurate and lawful.

2. How Sales Work

2.1 You are the seller of Your goods: each customer's contract for them is with You, and You are responsible to the customer for the goods and the customer's legal rights. You appoint Us as Your agent to show Your goods, accept orders, take customers' payments, issue invoices and credit notes in Your name, and make refunds, on Your behalf. We act for Vendors only, never for the customer, and a customer's payment to Us settles what they owe You. We are responsible for the marketplace services We provide.

2.2 Each order part for Your store is shown in Your store's Orders, with the customer's name and delivery address. Use them only to send the order and to deal with that customer about it.

2.3 You send each order within the time Your delivery options promise, with tracking where You offer it, and mark it as sent. You deliver only to addresses in Great Britain (England, Scotland and Wales), unless We tell You otherwise.

2.4 Customers' refunds are made by Us on Your behalf, on time, whatever is happening between You and Us. Anything You owe Us for them is recovered afterwards, as clause 6 describes.

3. Your Listings

3.1 You describe and photograph Your goods accurately, including materials, sizes, any warnings and anything the law requires on the listing or label, set Your prices (including any VAT) and delivery charges, and keep stock up to date. You must not make claims You can't support (for example about materials, origin or sustainability), show false discounts or false low-stock or urgency messages, or write, buy or encourage fake or undisclosed incentivised reviews or endorsements. We may ask You to support or correct a claim, and pause a listing while We check it.

3.2 We may require new products, and changes to a product's wording or photos, to be approved by Us before they go live. We may decline, pause or remove a listing, and will tell You why. Our approval or checks don't move Your responsibilities for Your goods to Us.

3.3 You must not list anything illegal, counterfeit, unsafe or dangerous, anything You do not have the right to sell, or anything that infringes anyone's intellectual property. Goods fall into three groups, and Our approval of a listing never allows goods that break these rules:

• Prohibited – never allowed: weapons and replica weapons; knives and other bladed items; medicines and anything sold with health claims; cosmetics, soaps and candles; toys and products intended for children under 14; electrical goods; food and drink; live animals; anything age-restricted.
• Allowed with conditions – mugs, glasses, plates and anything else meant to touch food or drink, only if the blank is sold by its supplier as food-safe, the listing says whether it is dishwasher and microwave safe, and decoration is kept clear of the rim and inside unless its supplier confirms it is food-safe. We may ask for the supplier's confirmation at any time.
• Allowed – other handmade and designed goods, such as cards, stationery, notebooks, stickers and prints, provided they meet the rules that apply to them.

We may move a kind of goods between these groups with notice under clause 11 (sooner only to protect safety or to comply with the law).

3.4 Your goods must meet all product safety, labelling and traceability rules that apply to them – including, where they apply, Your name and address and a product reference on the goods or their packaging – and You keep the records those rules require. We pass You any report about Your goods made through Report This Item, and You reply to it promptly. If You learn that goods You have sold may be unsafe or don't comply, You tell Us straight away, stop selling them and co-operate with any recall, customer notice or request from an authority. We may pause listings or orders, contact the customers concerned, and take other reasonable steps to protect customers or comply with the law.

3.5 We recommend You hold product liability insurance suitable for Your goods, and We may require it for categories We tell You are higher risk. Insurance doesn't limit Your responsibilities.

3.6 You give Us a licence to use Your store name, logo, descriptions and photographs to run and promote the marketplace, including on Your store's own address. You keep ownership of them.

3.7 On the home page and in search results, listings are shown newest first, and stores in name order; search shows the listings that match the words searched for. No Vendor can pay for a better position, and We don't favour any Vendor. If this changes, We tell You under clause 11.

4. Fees

4.1 Subscription: £18/month + 10% commission per sale, invoiced monthly by Our billing system, Aquilative Dashboard.

4.2 Commission: 10% of each sale's item price (not delivery charges), kept when the customer's payment is split. It is listed on Your monthly invoice as already paid.

4.3 We may change the fees with at least 30 days' notice by email. You may close Your store before a change takes effect.

5. Payouts

5.1 Payouts are made through Stripe Connect to the bank account You give Stripe. You must complete Stripe's onboarding to be paid, and You agree to Stripe's Connected Account Agreement.

5.2 Each order part is paid on Our weekly payout day (Monday, unless We tell You otherwise) once it has been marked as sent for the holding period (7 days, unless We tell You otherwise), less anything You owe Us. Your store's settings show the current payout day and holding period; We give at least 30 days' notice of a change to either, and a change doesn't delay order parts already sent. Commission is kept when the customer pays (clause 4.2).

5.3 Customers' payments for Your goods are collected by Us on Your behalf. We pay them to You as clause 5.2 describes, less Our fees and anything You owe Us under this agreement, and We keep a record of each amount, which You can see in Your store's Orders and Billing.

6. Returns and Refunds

6.1 As the seller, You are responsible for customers' cancellations, returns and rights for faulty goods, as the law and Our Returns policy require: 14 days to cancel for most goods, from the day after the customer receives Your goods, and the customer's rights for faulty goods. Cancellations We receive on Your behalf, including through Cancel Items, bind You, and We tell You about each one straight away.

6.2 Refunds are made by Us on Your behalf. When an order part is refunded, You repay Us the amount paid to You for it, together with Our commission and the card fee on it; these are taken from Your next payouts.

6.3 If You don't respond to a customer's reasonable return request, We may refund them and recover the amount from You.

6.4 If a customer's bank disputes a payment (a chargeback), We hold the payout for that order part while the dispute is open, and tell You so that You can send Us evidence (proof of sending, tracking, messages) in time for Us to answer it. If the order part was already paid to You, the disputed share of Your payout is taken from Your next payouts while the dispute is open. If the dispute is decided in Our favour, the hold is released and anything taken is given back. If it is lost, the amount stays recovered. We don't pass Stripe's dispute fee on to You. Your store's Billing and Orders show every amount held, recovered or given back, and why.

7. Customer Information

7.1 You and We are each a separate controller of customers' personal data under the UK GDPR: You for sending orders, dealing with customers and keeping Your own records; We for running the marketplace. You may use customers' personal data only to fulfil their orders, deal with their cancellations, returns and complaints, and keep the records the law requires. You must keep it secure, delete it when You no longer need it for that, and not use it for marketing. You tell Us without delay if any of it is lost or misused, and help Us answer a customer's request about their data.

7.2 Messages from customers reach You through Contact the Store or at the email address in Your seller details. Reply to them promptly and politely.

8. Your Account and Team

8.1 Keep Your sign-in secure. People You invite to Your team act on Your behalf, and You are responsible for what they do.

9. Suspension and Closing

9.1 You may close Your store at any time by contacting Us. Orders already placed must still be sent.

9.2 We may pause Your store, or some of Your listings, if You break this agreement, Your subscription is unpaid, or We have reason to suspect fraud. Where the problem can be put right, We first tell You what it is and give You a reasonable time (normally 14 days) to put it right. We may act straight away if there is a risk to customers' safety or money, suspected fraud, or the law requires it. Whenever We pause Your store or a listing, We email You Our reasons, before or at the time We do it.

9.3 While We look into a problem We may hold only the payouts connected with it, and We tell You what is held and why. Closing or pausing Your store doesn't cancel orders already placed, refunds or disputes, which must still be dealt with. Once they are settled, We pay You everything You are owed.

9.4 We may close Your store and end this agreement by giving You at least 30 days' notice by email, with Our reasons. We may close it sooner only if the law or an authority requires it, if You have repeatedly broken this agreement, or for a serious reason such as fraud or unsafe goods, and We then email You Our reasons straight away.

9.5 You can ask Us to look again at any decision to pause, restrict or close Your store or listings, or complain about anything else We do, by emailing hello+dev@aquilativemarketplace.com. We acknowledge it, look at it fairly and tell You the outcome.

10. Liability

10.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

10.2 You are responsible for Your goods and for claims arising from them, including product safety, and You will compensate Us for losses We suffer because of a breach of this agreement by You.

10.3 Apart from paying You what We owe You under clause 5, which isn't limited, Our total liability to You in any 12 months is limited to the fees You paid Us in that period. We are not liable for loss of profit, business or goodwill.

11. Changes to This Agreement

11.1 We may change this agreement by publishing a new version here. We email You about each new version at least 30 days before it comes into force, and You may close Your store before then. A change may come into force sooner only if the law or a regulator requires it, or to deal with an urgent risk to security, safety or fraud; We will still email You and tell You why. An urgent change is never used to raise fees or reduce Your rights. If You keep selling after the new version comes into force, it applies to You.

11.2 Earlier versions are listed below this page, and Your vendor dashboard keeps the exact wording of each version You accepted.

12. General

12.1 This agreement is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction.

12.2 If any part of it is found unenforceable, the rest continues to apply.

12.3 You can contact Us using our contact form or by email at hello+dev@aquilativemarketplace.com. Formal notices to Us go to 124 City Road, Islington, London, EC1V 2NX or legal+dev@aquilativemarketplace.com; formal notices to You go to the email address of Your store's owner account.