Vendor Terms & Conditions

  1. INTRODUCTION
    1. These terms and conditions (the “T&C’s”) apply between you (the “Vendor”) and ArtyHippo.com (“we”, “us”), in connection with the provision of the Service to you by us.
    2. You must read and understand these terms and conditions before agreeing to them.
    3. ARTYHIPPO shall be entitled to amend the Conditions, the Commissions or all or any of them from time to time by posting such amended versions of them on the ARTYHIPPO.com Website. The Vendor acknowledges that it is its responsibility to check the ARTYHIPPO.com Website on a regular basis to make and keep itself aware and notified of any changes made by ARTHIPPO.com to the Conditions, the Commissions or all or any of them. Where reasonably practicable, ARTYHIPPO shall provide not less than thirty (30) days’ written notice to the Vendor of any material amendment to the Conditions or the Commissions. Notwithstanding the foregoing, ARTYHIPPO reserves the right to make amendments to the Conditions and/or the Commissions from time to time without notice, or providing less than ninety days’ notice, to the Vendor, where ARTYHIPPO reasonably considers:
    4. such changes not to be material; or
    5. that it is otherwise not reasonably practicable to provide thirty (30) days’ written notice.
  2. DEFINITIONS AND INTERPRETATION

In these Conditions, the following words shall have the following meanings only and shall not affect the interpretation or construction of the Conditions:

“ARTYHIPPO” (means Peter Shaw (Trading as artyhippo.com) whose office is at: ​51 Dundonald Road, Aigburth, Liverpool, L17 0AE;

“ARTYHIPPO Website” means http://www.artyhippo.comor such other worldwide web address that ARTYHIPPO in its sole discretion selects as a replacement or sub-domain;

“Artyhippo.com” means the trading name of the ARTYHIPPO Website;

“CMS” means the content management system provided by ARTYHIPPO to each Vendor for management of its Storefront and associated transactions;

“Commissions” means the Commissions detailed in clause 15 of these Conditions and notified to you by ARTYHIPPO in writing;

“Commission Fee” has the meaning ascribed to it in Clause 15.D of these Conditions;

“Conditions” means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions;

“Confidential Information” means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party;

“Currency Conversion Fee” means the currency conversion fee referred to in clause 15 (Commissions);

“Customer” means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from the Vendor through the Site;

“Customer Feedback” means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by the Vendor in respect of a particular transaction with that Customer (including in respect of any communications with the Vendor), which may include any opinions about the Vendor;

“Customer Terms” means the terms and conditions relating to a Customer set out here;

“Data Protection Legislation” means (i) the Data Protection Act 1998 unless and until it is superseded and replaced by the General Data Protection Regulation ( (EU) 2016/679) (the “GDPR”) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR;

“Documentation” means any user guide, information or other material provided by ARTYHIPPO to prospective or existing Vendors, in hard copy or electronic form, relating to the Service;

“Exclusive” means the sale of a Product on the ARTYHIPPO Website only, and not through any other online or offline channel, including the Vendor’s own website (if applicable).

“Gift Voucher Funds” means an amount paid by the Customer to ARTYHIPPO as principle as payment for a gift voucher made available by ARTYHIPPO through the ARTYHIPPO Website;

“HMRC” means Her Majesties Revenues and Customs.

“IPR” means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;

“Non-Returnable Product” has the meaning ascribed to it in paragraph A.vi of Clause 8 (Returns & Refunds)

“Personal Data” has the meaning given to it in the Data Protection Legislation;

“Personal Data Breach” means a breach of security (caused or contributed to by internal and/or external factors) leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data;

“Policies” means any policy (including any guides relating to content and style) which may be notified and made available to the Vendor by ARTYHIPPO through the CMS or the ARTYHIPPO website from time to time;

“Products” means the goods, services or information that Vendors wish to promote and sell through the Site;

“Product Page” means the particular web page on the Vendor’s Storefront on which an individual Product is displayed and the relevant information relating to that Product is provided;

“Product Listing Process” means the process for bringing and maintaining any Product on Site, as updated from time to time;

“Refund Fee” has the meaning ascribed to it in Clause 15.D of these Conditions;

“Renewal Date” means twelve months from the commencement of these Conditions in accordance with Clause 3, or such other period as may be advised by ARTYHIPPO in writing, and each anniversary thereafter;

“Response” means a response by the Vendor to any Customer Feedback;

“Returnable Product” means any Product other than a Non-Returnable Product

“Returns & Refunds Procedures” means the procedures set out in Clause 8 (Returns and Refunds) of these Conditions or as may be updated by ARTYHIPPO from time to time and displayed within the Customer Terms;

“Service” means the Site and other services provided by ARTYHIPPO, as further described in these Conditions;

“Sign up form” means the form accessible on the ARTYHIPPO Website to a prospective Vendor which must be completed and agreed by the prospective Vendor as a part of the application process;

“Site” means the online marketplace provided by ARTYHIPPO through the ARTYHIPPO Website to facilitate the promotion and sale of Vendors’ Products;

“Software” means any software installed by or on behalf of ARTYHIPPO that permits Vendors to access and trade through the Site;

“Storefront” means an area of the Site dedicated for use by the Vendor to promote itself and its Products;

“Term” means a period of twelve months, unless another period is agreed in writing by ARTYHIPPO, from either (a) the date when the contract is concluded between ARTYHIPPO and the Vendor in accordance with Clause 3.A or (b) a subsequent Renewal Date;

“Value Added Tax” (“VAT”) means value added, sales or services tax, or any similar tax imposed in any jurisdiction;

“Vendor” means a person whose application to the Site has been accepted by ARTYHIPPO, and who sells its Products through the Site;

“Vendor Information” means information, data or content provided by the Vendor in any form or medium, whether or not such information is owned by the Vendor, contained in the Sign-Up Form, uploaded to the Vendor’s Storefront or given by the Vendor to ARTYHIPPO for whatever purpose, whether directly or on the Vendor’s behalf;

“Virus” means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;

“VRN” means VAT Registration Number. A VRN is supplied by the HMRC.

“Working Day” means any day other than a Saturday or Sunday on which banks are open for business in England.

The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of these Conditions.

Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender.

References to a person include an individual, company, corporation, firm or partnership.

References to any statute or statutory provision shall include:

  1. any subordinate legislation made under it;
  2. any provision which it has modified or re-enacted (whether with or without modification); and
  • any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

All references in these Conditions to clauses are to the clauses in these Conditions unless otherwise stated.

References to the words “include”, “includes”, “including”, “in particular” or any similar words do not limit the words proceeding or following.

  1. TERM AND TERMINATION
    1. The term of these Conditions (the “Term”) shall commence after:
      1. ARTYHIPPO has received a Sign-Up Form from the prospective Vendor completed to the satisfaction of ARTYHIPPO; and
      2. ARTYHIPPO has notified the prospective Vendor in writing of its acceptance of the Vendor’s Sign-Up Form. It shall be entirely at the discretion of ARTYHIPPO whether or not to accept a Vendor’s Sign-Up Form.
    2. Without prejudice to either party’s right to terminate the Conditions under the remainder of this clause 3, these Conditions shall continue in force unless and until either party notifies the other in writing at least 30 days prior to the expiry of the current Term.
    3. ARTYHIPPO may immediately suspend provision of the Service or terminate the Conditions without liability to ARTYHIPPO by notifying the Vendor in writing if:
      1. the Vendor commits a material breach of the Conditions (including a material breach of any of the Policies) and, if capable of remedy, fails to remedy the breach within fourteen (14) days of a written notice to do so;
      2. the Vendor fails to pay any Commissions payable to ARTYHIPPO within seven working days of its due date for payment under these Conditions;
  • the Vendor is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Vendor; or
  1. in ARTYHIPPO’s sole discretion, a Vendor’s eligibility or suitability to be listed on the Site, or otherwise receive the Service, changes.
  1. Notwithstanding any such termination or suspension in accordance with the foregoing clause:
    1. the Vendor shall pay ARTYHIPPO all Commissions due up to and including the date of suspension or termination; and
    2. termination of this agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.
  2. THE SERVICE PROVIDED BY US
    1. Following commencement of the Term, ARTYHIPPO will:
      1. provide a password so that the Vendor may construct a Storefront and update the Storefront whenever such functions are made available by ARTYHIPPO;
      2. provide the Service with reasonable skill and care; and
  • use reasonable endeavours to restore any faults in the Service as soon as reasonably practicable. The Vendor acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside ARTYHIPPO’s control, and that it is technically impossible to provide the Service entirely free of fault at all times.
  1. ARTYHIPPO reserves the right to revise or alter the Service at any time. Any variation in the Service will be subject to the Conditions.
  2. The Site provides a platform to allow Vendors to offer and sell their Products directly to Customers. In doing so, the Vendor authorises and appoints ARTYHIPPO as its commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between the Vendor and Customers via the ARTYHIPPO Services and ARTYHIPPO accepts this appointment on the terms of these Conditions. As part of this process:
    1. any contract to sell and buy Products is made only between the Vendor and Customer concerned and ARTYHIPPO is not a party to any such contract;
    2. ARTYHIPPO facilitates the negotiation of the sale of Products between Customers and Vendors through the use of the CMS and e-mail communication services operated and managed by ARTYHIPPO, together with the ARTYHIPPO Services that contribute to increasing the Vendor’s goodwill, promote the Vendor’s Products and generally encourage Customers to place orders with Vendors.
  • Products offered for sale through the ARTYHIPPO Website are neither owned nor come into the possession of ARTYHIPPO at any time.
  1. The Vendor hereby acknowledges that ARTYHIPPO has sole and complete discretion whether to invite or select prospective Vendors to subscribe to use of the Service.
  2. The Site provides a system of Customer Feedback, which may be obtained and/or facilitated by a third party service provider selected by ARTYHIPPO (the “Third Party”). By using the Site and Service the Vendor agrees that:
    1. ARTYHIPPO and/or the Third Party may, in its discretion, post on the Vendor’s relevant Product Page and on the Third Party website any and all Customer Feedback relating to the transaction in question for a period of up to two (2) years after ARTYHIPPO and/or the Third Party receives such Customer Feedback;
    2. Following the provision of any Customer Feedback, ARTYHIPPO shall make such Customer Feedback available to the Vendor via the CMS. The Vendor may submit a Response to any negative Customer Feedback via the facility provided by ARTYHIPPO on the CMS, and ARTYHIPPO and any Third Party will display any such Response with reasonable prominence and proximity to the corresponding Customer Feedback. The Vendor agrees that it shall not contact any Customer directly, whether via the CMS through an order or product enquiry or otherwise in response to any Customer Feedback.
  • The Vendor will ensure that any Response is true and accurate and not misleading in any way, and does not contain any material that may be construed as offensive, defamatory or unlawful.
  1. ARTYHIPPO may, in its sole discretion and in accordance with the applicable terms and conditions of any Third Party elect to amend, or not to post, any Response that ARTYHIPPO and/or the Third Party consider, in their sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.
  1. ARTYHIPPO may from time to time introduce a Vendor to third parties with whom special terms have been arranged unique to Vendors. Any contract entered into between Vendors and any such third party is concluded directly between the Vendor and the third party concerned and, except as expressly set out in these Vendor Terms, ARTYHIPPO cannot be involved in the fulfilment or liability for any such contracts.
  1. YOUR OBLIGATIONS – WHAT YOU PROMISE
    1. TECHNICAL
  2. The Vendor warrants that:
    1. it is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or the Republic of Ireland; and
    2. it has a trading (operating) address in the United Kingdom or the Republic of Ireland.
      1. The Vendor hereby undertakes to:
        1. establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device;
        2. ensure that at all times all computer hardware and software it uses to access and interoperate with the Site is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and
        3. to ensure that information supplied electronically to ARTYHIPPO and to the ARTYHIPPO Website is submitted free from Viruses;
      2. ARTYHIPPO has no responsibility for the provision, support and maintenance of any of the Vendor’s hardware or software used to provide the Vendor with access to the internet or the ARTYHIPPO Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Vendor.
    3. SECURITY
      1. The Vendor:
        1. is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Storefront (which responsibility shall include the obligation to change passwords on a regular basis);
        2. shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
        3. shall inform ARTYHIPPO immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;
        4. shall inform ARTYHIPPO immediately if the Vendor forgets or loses a password and must satisfy such security checks as ARTYHIPPO may operate in order to obtain a new password; and
        5. shall ensure that the CMS and its content remains entirely confidential, and that no other person beside those in the Vendor’s employment has sight of the CMS or any of its content.
      2. ARTYHIPPO reserves the right:
        1. to suspend access to the Service if at any time ARTYHIPPO considers that there is or is likely to be a breach of security, in which event ARTYHIPPO will notify the Vendor of the suspension and any steps to be taken by it as soon as reasonably practicable; and
        2. to require the Vendor to change any or all of the passwords used by the Vendor in connection with the provision of the Service and access to the Storefront, in which event ARTYHIPPO will notify the Vendor of the requirement to change passwords and any further steps to be taken by the Vendor as soon as reasonably practicable.
      3. YOUR STOREFRONT
        1. ARTYHIPPO has absolute discretion as to:
          1. the look, feel and content of the ARTYHIPPO Website (including all Storefronts);
          2. the inclusion, positioning, content, location and all other presentation of Vendor Information (including in ARTYHIPPO’ sole discretion the right to remove any Vendor Information from the ARTYHIPPO Website at any time during the Term); and
          3. the Product set live on the ARTYHIPPO Website (including in ARTYHIPPO’ sole discretion the right to remove any Product from the ARTYHIPPO Website pursuant to one or more of the Policies or otherwise, or not allow a Product to be set live for sale on the ARTYHIPPO Website).
        2. The Vendor shall at all times comply with all Policies and the Product Listing Process as updated from time to time.
  • Quality of Presentation
    1. The Vendor shall:
      1. ensure that its Storefront maintains a high standard of presentation and at all times accords with any applicable guidelines notified to it from time to time by ARTYHIPPO, including in relation to the form and content of copy and product imagery;
      2. comply with reasonable instructions from ARTYHIPPO concerning its Storefront.
    2. Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. ARTYHIPPO reserves the right, in its sole discretion, to de-activate the Vendor’s Storefront until standards have been improved.
  1. Vendor and Product Information
    1. The Vendor shall ensure that all Vendor Information provided about itself and the Products on its Storefront is and remains true, accurate, current and complete;
    2. Without prejudice to the Vendor’s obligation to comply with any Policies, the Vendor undertakes and agrees that none of its Vendor Information nor any of the Vendor’s activities or use of the ARTYHIPPO Website (including its use of its Storefront), will:
      1. be false, inaccurate or misleading;
      2. be offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;
  • be in breach of any applicable law or regulation;
  1. adversely affect the reputation of ARTYHIPPO or the ARTYHIPPO brand;
  2. create, or be likely to create, liability for ARTYHIPPO or cause ARTYHIPPO to lose (in whole or in part) the services of its internet service or other suppliers;
  3. contain any Virus; and
  • cause the Site or the CMS or their functionality to be interrupted, damaged or impaired in any way.
  1. The Vendor shall:
    1. where applicable, state clearly on the relevant Product page that a Product is a personalised or specially-made Product, and/or that such Product requires a Customer approval of proof prior to its production by the Vendor, and shall display the relevant corresponding delivery times;
    2. if a Product is a Non-Returnable Product, state clearly on the relevant Product page that such product cannot be cancelled by the Customer; and
  • display the Vendor’s expected delivery times and postage and packing costs on the appropriate areas of the Vendor’s Storefront.
  1. the Vendor shall not include within its Storefront, on the CMS, any other place on the ARTYHIPPO Website or in any other means of communication with the Customer:
    1. any direct or indirect link to other websites including the Vendor’s own website;
    2. its email address; or
  • any other means by which a Customer could communicate directly with the Vendor, other than through the CMS.
  1. Vendors may amend and update information about their Products displayed on the Site and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies.
  1. Stock Information
    1. The Vendor shall accurately display stock availability for all Products and shall update such stock availability regularly using the ‘out of stock’ and ‘is available’ options on the CMS.
    2. Where new stock for ‘out of stock’ Products is due to be available to the customer within four weeks, it must state on its Storefront the date on which it expects that stock to become available.
    3. Once the final piece of stock of any Product has been sold and will no longer be available, the Vendor must mark that item as discontinued on its Storefront.
    4. The Vendor shall remove Products from its Storefront that are awaiting stock for prolonged periods (four weeks or more) until they become available again.
    5. If a Customer places an order for an item which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, then the Vendor may be charged the Commission Fee on that order by ARTYHIPPO.
  2. Pricing
    1. The Vendor’s prices must be fully inclusive of all taxes and additional Commissions. The only exception to this is postage and packing which, if such Commissions apply in accordance with the ARTYHIPPO ‘Delivery and Fulfilment Policy’, the Vendor will show separately.
    2. If the Vendor is VAT registered, the Vendor should set the VAT rate at the level which is currently in force in the UK with respect to the Vendor’s Products.
    3. The Vendor is solely responsible for ensuring that it fully complies with current VAT regulations and accounting for VAT correctly.
    4. ARYHIPPO may request vendors VAT registration status and or HMRC issued VRN, which shall be supplied upon demand. VRN details (if registered) are to be supplied during the sign-up process or when supplied by the HMRC.
    5. The Vendor has complete discretion over how it wishes to price its Products.
  • Product listing and categorisation
    1. The Vendor shall upload its Product range and work cooperatively with the ARTYHIPPO production team so that ARTYHIPPO is able to set the Vendor’s Storefront live on the ARTYHIPPO Website within three (3) months of the Vendor registering a store on the ARTYYHIPPO website.
    2. If the Vendor fails to comply with Clause 5.C.vi.a., ARTYHIPPO may suspend the Vendor’s membership as detailed in Clause 15.B of these Conditions. ARTYHIPPO shall retain sole discretion as to whether to accept a Vendor’s request for re-activation.
    3. The Service allows Vendors to offer their Products on the ARTYHIPPO Website as part of an ‘always on’ detailed electronic online catalogue containing categories and sub-categories, so that Vendors may display each Product in the single most appropriate category, and with Product information, pictures and promotions uploaded by them.
    4. The Vendor may apply for a Product to be featured in one or more online catalogue categories, and ARTYHIPPO shall retain absolute discretion as to which category is the most appropriate for a given Product.
    5. Subject to paragraph f. of this clause, a Product shall be featured in no more than one category.
    6. ARTYHIPPO may, in its absolute discretion and where relevant and appropriate, select a Product for inclusion in a second category.
    7. The Vendor shall ensure that a single Product may appear only once on the Storefront. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such.
    8. The Vendor shall ensure that each of the Vendor’s Product listings contains all the information required by a Customer to make a purchase, and that such information is wholly accurate. ‘Dummy’ box filling to circumnavigate required fields is not permitted.
    9. The Vendor shall not make use of keyword spamming (the use or placement of inappropriate keywords in a title or description to gain attention or divert users to another page) or similar techniques in Product listings.
    10. Subject to paragraph j. of this clause, if a Vendor wishes to promote the same Product(s) on the ARTYHIPPO Website as another Vendor, it shall be solely the responsibility of the relevant Vendors to resolve between themselves any conflict, whether with regard to IPR or otherwise, that arises in this respect. ARTYHIPPO shall have no liability for any such scenario or any issues arising from it.
  1. COMPLIANCE WITH LAWS
    1. The Vendor shall comply at all times with all applicable laws and regulations including:
      1. UK and EU anti-trust and competition laws;
      2. all product safety and product marking laws and regulations, and Trading Standards requirements in respect of the manufacture, packaging, marking, certification (including, without limitation, CE marking) and delivery of the Products it sells;
      3. the Modern Slavery Act 2015; and
      4. the Bribery Act 2010 (“Bribery Act”).
    2. In relation to the Vendor’s obligations under the UK and EU anti-trust and competition laws, the Vendor shall not exchange (or attempt to exchange) any commercially sensitive information, including information on any current or future commercial strategies, costs and/or pricing, with any other Vendor.
  • In relation to the Bribery Act, the Vendor shall:
    1. not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK;
    2. maintain in place throughout the Term (and enforce where appropriate) its own policies and procedures to ensure compliance with the Bribery Act;
    3. promptly report to ARTYHIPPO any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these Conditions; and
    4. ensure that it imposes written terms on any sub-contractor connected with the matters arising under these Conditions which are at least equivalent to those imposed on the Vendor in this clause.
  1. Where required by applicable laws and regulations, appropriate instructions shall be included with the Product to ensure the safe use of the Products.
  2. Products promoted on the ARTYHIPPO Website that are perishable or edible, and cosmetics designed for topical application to the skin, may not be delivered to any address outside of the UK.
  3. The Vendor shall inform ARTYHIPPO as soon as reasonably practicable upon becoming aware of any claim against ARTYHIPPO or the Vendor arising out of or in connection with any defect in its Products, or any failure by the Vendor to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.
  • The Vendor shall indemnify and hold harmless ARTYHIPPO against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim envisaged under this Clause 5.D. or paid or agreed to be paid by ARTYHIPPO in settlement of the claim and all legal or other expenses incurred by ARTYHIPPO in or about the defence or settlement of the claim. ARTYHIPPO shall notify the Vendor in writing as soon as practicable after becoming aware of the claim.
  • The Vendor shall maintain at all times, at its own expense and with reputable insurers appropriate insurance in relation to its business. The Vendor shall, upon written request from ARTYHIPPO, provide ARTYHIPPO with any information it reasonably requires concerning the scope of such insurance together with any relevant certificates of currency.
  1. The Vendor shall comply with ARTYHIPPO’ reasonable instructions relating to any product recall and in any event ARTYHIPPO reserves the right to take immediate and exclusive conduct of the product recall on notice to the Vendor, in which case the Vendor shall give such assistance as ARTYHIPPO may reasonably require.
  2. The Vendor shall maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.
  1. SUSPENSION OF SERVICE

ARTYHIPPO may immediately suspend or terminate the Vendor’s subscription and use of the Service in the event ARTYHIPPO reasonably believes or suspects that any Vendor Information does not comply with the provisions of this clause.

  1. WHERE YOU MAKE YOUR PRODUCTS AVAILABLE
    1. The Vendor may sell Products through any channel except those specified pursuant to the Product Listing Process.
    2. Any breach of this Clause 6 shall be deemed to be a material breach and ARTYHIPPO reserves the right to suspend the relevant Product from the Site for such period as the breach continues.
    3. If the Vendor chooses to mark a Product as “Exclusive” through the Site, that Product shall, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an Exclusive basis, as defined in clause 2 of these Conditions.
  2. ORDERS AND YOUR RELATIONSHIP WITH THE CUSTOMER
    1. THE CONTRACT OF SALE
      • The Vendor acknowledges and agrees that following acceptance of an order through the CMS, such an acceptance is also deemed to be an irrevocable instruction by the Vendor to ARTYHIPPO to conclude a contract of sale between the Vendor and the Customer. The contract of sale between the Vendor and the Customer is concluded when ARTYHIPPO (acting as the commercial agent of the Vendor) sends an order confirmation email to the Customer, and ARTYHIPPO has no responsibility for the performance of any such contract.
      • The Vendor acknowledges and agrees that the terms and conditions relating to any such contract shall comprise the Customer Terms, the email confirmation relating to the Customer’s order and the applicable details on the relevant Product page. The Vendor agrees to be bound by all such provisions.
    2. PROCESSING CUSTOMER ORDERS
      • ARTYHIPPO shall notify the Vendor by email of any order awaiting acceptance by the Vendor. The Vendor acknowledges that ARTYHIPPO does not warrant the reliability of email communications and the Vendor must check the CMS daily for alerts of new orders.
      • Following receipt of such notification the Vendor shall, within a maximum of two (2) Working Days, and as a matter of best practice within twenty four (24) hours, confirm its acceptance or rejection of each and every order, using the CMS, and provide an estimated dispatch date. The Vendor shall use its best endeavours to accept every order.
      • Following acceptance of an order through the CMS, the Vendor shall:
  1. fulfil the Customer order as soon as reasonably practicable;
  2. confirm to the Customer the time and method of dispatch;
  3. dispatch the Customer order to ensure that it reaches the Customer within the timelines advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;
  4. notify the Customer promptly through the CMS at each of the following stages:
  • receipt of order notification, with an estimated dispatch date;
  • dispatch of an order with an expected delivery date;
  • any enquiries relating to the order;
  • receipt of an item that has been returned to the Vendor; and
  • processing of an exchange or refund.
  • The Vendor shall include with all orders the appropriate ARTYHIPPO co-branded dispatch letter, and such additional documentation or material as may be required and/or provided by ARTYHIPPO.
  1. COMMUNICATION WITH CUSTOMERS
    1. The Vendor shall ensure that any and all correspondence with any Customer shall:
      1. be solely for the purposes of processing and/or progressing a Customer order;
      2. be via the CMS or, if that is not possible, then at all times include a reference to artyhippo.com;
      3. not include any reference to the Vendor’s own website, email address, other correspondence address or any other promotion of services outside those offered through or by ARTYHIPPO.
    2. The obligations under Clause 7.C.i shall include any material included with the dispatch of a Customer’s order. ARTYHIPPO shall make relevant materials available to purchase on the CMS to help the Vendor to fulfil this obligation.
  • Any breach of these Clauses 7.C.i or 7.c.ii shall constitute a material breach of these Conditions and, further, may constitute a breach of Data Protection Legislation.
  1. The Vendor shall respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Working Day, and shall advise ARTYHIPPO of any escalated unresolved Customer enquiries as soon as reasonably practicable.
  1. RETURNS AND REFUNDS
    1. Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided by the Vendor to a Customer shall be dealt with directly between the Vendor and the relevant Customer through the CMS.
    2. Following receipt of a request for a refund or return by a Customer (directly or via the Cancellation Form), the Vendor shall initiate the refund directly in accordance with the Returns & Refunds Procedures, as displayed on the ARTYHIPPO Website from time to time, using the Vendor’s designated CMS.
  • Subject to the provisions of the Returns & Refunds Procedures, ARTYHIPPO shall approve such refund.
  1. The Commission Fee paid in respect of the refunded Products will be returned to the Vendor minus the Refund Fee, which is not refundable under any circumstances.
  2. For legal reasons, the Vendor must only process refunds through the CMS and ARTYHIPPO’ current online payment provider in accordance with the instructions as laid out in the Vendor’s designated CMS. The Vendor shall not issue refunds by cheque or other means.
  3. The Vendor shall ensure that returns and refunds to the Customer shall be processed in accordance with the following terms and conditions:
    1. by law, the Customer may not cancel, return or obtain a refund in relation to the following Products (each a ” Non-Returnable Product “), unless such Product is faulty:
      1. personalised items that are specifically made to a Customer’s specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components. ARTYHIPPO shall determine in its sole discretion as to whether a Product is or is not a personalised item. For the avoidance of doubt, items with hygiene seals are a Returnable Product unless they are personalised items;
      2. perishable items, including food and flowers;
  • audio or video recordings or computer software which a Customer has unsealed
  1. newspapers, periodicals or magazines; and
  1. items that by their nature cannot be returned, such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied (e.g. nylon tights),
  2. subject to paragraphs c., d. and e. of this clause 8, the Vendor shall provide Customers with a 28 day period from the receipt of a Returnable Product in which Customers can cancel their order and return the Product to the Vendor and obtain a full refund, including delivery Commissions;
  3. for the purposes of a monthly gifting Product, a Returnable Product shall be the first of the series of Products sent to the recipient by the Vendor;
  4. if the Customer requests a refund for a Returnable Product then such refund shall be processed by the Vendor (or ARTYHIPPO, in line with paragraph 8.A.j below) as soon as possible and in any case no later than:
    1. 14 days after the day the returned product is received by the Vendor; or
    2. if earlier, 14 days after the date the Customer provides evidence that they have returned the product to the Vendor;
  5. if a Customer rejects a Product because it is faulty, the Vendor shall follow the relevant provisions of the ‘Returns and Refunds’ policy held on the CMS, as updated from time to time
  6. the Vendor shall provide, in its Storefront, an address in the United Kingdom to which a Customer may return a Returnable Product;
  7. a Refund Fee will be charged to the Vendor by ARTYHIPPO for any item returned and refunded in accordance with the ‘Returns and Refunds’ policy held on the CMS. The Refund Fee is not refundable;
  8. ARTYHIPPO may process a refund for a Product as the Vendor’s payment agent to a Customer where:
    • the Vendor asks ARTYHIPPO to process such refund to a Customer from funds of the Vendor held by ARTYHIPPO, or upon payment of such refund amounts to ARTYHIPPO by the Vendor (including the applicable Refund Fee); or
  1. in ARTYHIPPO’ opinion, a Vendor has not acted in accordance with the Returns & Refunds Procedures or the Conditions, in which case ARTYHIPPO shall be reimbursed from funds of the Vendor held by ARTYHIPPO or the Vendor shall be obliged to reimburse ARTYHIPPO for such refund (including the applicable Refund Fee).
  1. DELIVERY AND FULFILMENT

The Vendor shall at all times comply with the ARTYHIPPO ‘Delivery and Fulfilment Policy’ held on the CMS. Delivery Commissions will be calculated and presented to a Customer in accordance with the ARTYHIPPO ‘Delivery and Fulfilment Policy’.

  1. YOUR USE OF THE CMS
    1. The Vendor shall not:
      1. use the CMS or ARTYHIPPO Website beyond the scope of use set out in these Conditions;
      2. access the CMS unlawfully, modify or make derivative works based on the CMS nor attempt to reverse engineer or access the CMS with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the CMS. The Vendor acknowledges that damages may not provide an adequate remedy for breach of this clause and that ARTYHIPPO shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause.
    2. The Vendor fully acknowledges that the IPR in the CMS are vested exclusively in ARTYHIPPO and nothing in the Conditions shall be deemed to vest any rights in the CMS in the Vendor.
  2. YOUR BEHAVIOUR AND CONDUCT

The Vendor shall conduct itself at all times in its relations with ARTYHIPPO and ARTYHIPPO’ staff, Customers and other Vendors strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any channel be tolerated and ARTYHIPPO reserves the right to immediately suspend a Vendor’s Storefront and/or terminate the Conditions in the event of any breach by the Vendor of this clause.

  1. INTELLECTUAL PROPERTY RIGHTS
    1. ARTYHIPPO’ IPR
      • The Vendor recognises that the IPR in the ARTYHIPPO name, logo or branding are owned entirely by ARTYHIPPO, and agrees that it may only use the ARTYHIPPO name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of ARTYHIPPO.
  1. All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of ARTYHIPPO or its licensors as appropriate.
  2. Any IPR created by ARTYHIPPO in the course of the performance of these Conditions or otherwise in the provision of the Service shall remain the property of ARTYHIPPO.
  3. ARTYHIPPO hereby grants to the Vendor a non-exclusive, non-transferable revocable and limited licence for the duration of the Conditions only to use any Software or Documentation for the sole purpose of accessing and using the Service. Subject thereto, nothing in the Conditions shall be deemed to have given the Vendor a licence or any other right to use any of ARTYHIPPO’ IPR.
  4. Where photographs or images of the Vendor’s Products are produced by ARTYHIPPO or its agents, any such images may not be used by the Vendor for any purpose other than for display on the ARTYHIPPO Website or in printed material produced by ARTYHIPPO. ARTYHIPPO reserves the right to charge the Vendor a licence fee in respect of any use of such photographs or images in contravention of this clause. These fee’s will be communicated prior to ARTYHIPPO receiving instruction for photographic production.
  5. The Vendor may not bid on the ARTYHIPPO Website name, ARTYHIPPO brand or brand name, or variations of them, on Google or any other search engines.
  1. IPR IN AND RELATING TO YOUR PRODUCTS
    1. The Vendor warrants that:
  • it is the legal beneficial owner of all of the IPR in and relating to the Products (which includes the data and information, including Vendor Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to ARTYHIPPO, and/or that it possesses a valid licence to use any and all such IPR; and
  1. the making of Products available for sale on the Site, and consequent use of the Vendor’s IPR by ARTYHIPPO as referred to in Clause 12.B.ii will not infringe any IPR owned by any third party, and there is and will be no claim against ARTYHIPPO by any third party arising in relation to the use of such IPR;
  2. all items offered for sale by the Vendor are not replica or design copies of any other brand, designer or manufacturer.
  1. The Vendor permits ARTYHIPPO to access and use any content that appears on the Vendor’s Storefront or in any other promotional material in ARTYHIPPO’s own editorial content or promotional activity relating to the Vendor, its business and Products.
  • The Vendor shall indemnify and hold ARTYHIPPO harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of Clause 12.B.i in respect of any claim or action that the normal operation, possession or use of those IPR by ARTYHIPPO infringes a third party’s rights (“IPR Infringement Claim “).
  1. In the event of an IPR Infringement Claim the Vendor shall forthwith make without charge to ARTYHIPPO such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing.
  2. ARTYHIPPO shall notify the Vendor as soon as reasonably practicable if it becomes aware of any IPR Infringement Claim by a third party.
  3. ARTYHIPPO shall be entitled to take sole conduct of the defence to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. The Vendor shall give ARTYHIPPO such assistance as it shall reasonably require in respect of the conduct of the said defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
  • At the request of ARTYHIPPO, the Vendor shall take the conduct of the defence to any claim or action in respect of any IPR Infringement Claim. The Vendor shall not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon the express written instructions of ARTYHIPPO, such instructions not to be unreasonably withheld or delayed.
  1. USE OF YOUR INFORMATION
    • The Vendor grants to ARTYHIPPO a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use, license, disclose and distribute any information (including Vendor Information), data, comments or images provided by the Vendor to ARTYHIPPO for any purpose (including disclosing information to third party service providers so that they can contact you directly about their products and/or services). The Vendor hereby waives their rights to be acknowledged as the author of their Vendor Information and to object to the use, in whatever form, of their Vendor Information by ARTYHIPPO.
  2. SURVIVAL OF TERMINATION

This Clause 12 shall survive termination or expiry of these Conditions howsoever arising.

 

  1. DATA PROTECTION
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, ARTYHIPPO is the data controller and the Vendor is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The Vendor shall process such Personal Data relating to a Customer as may be shared with the Vendor via the CMS when such Customer purchases a Product from the Vendor through the ARTYHIPPO Website. The Vendor shall carry out processing of Personal Data of such Customer solely to the extent, and for such period, as is necessary for the purposes of fulfilling the relevant order of the Product by the Customer.
    3. Without prejudice to the generality of clause 13.A, ARTYHIPPO will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Vendor for the duration and purposes of this agreement.
    4. Without prejudice to the generality of clause 13.A, the Vendor shall, in relation to any Personal Data processed in connection with the performance by the Vendor of its obligations under this agreement:
      1. process that Personal Data only on the written instructions of ARTYHIPPO unless the Vendor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Vendor to process Personal Data ( Applicable Laws). Where the Vendor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Vendor shall promptly notify ARTYHIPPO of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Vendor from so notifying ARTYHIPPO;
      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by ARTYHIPPO, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  • ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  1. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    1. ARTYHIPPO or the Vendor has provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. the Vendor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    4. the Vendor complies with reasonable instructions notified to it in advance by ARTYHIPPO with respect to the processing of the Personal Data;
  2. assist ARTYHIPPO, at ARTYHIPPO’ cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  3. on becoming aware of any Personal Data Breach the Vendor shall:
    1. notify ARTYHIPPO without undue delay, and in any event such notification shall occur no later than 72 hours from the Vendor establishing that a Personal Data Breach has occurred;
    2. provide timely information relating to the Personal Data Breach as it becomes known or as is reasonably requested by ARTYHIPPO; and
    3. follow ARTYHIPPO’ reasonable instructions to promptly take reasonable steps to contain, investigate and mitigate any Personal Data Breach;
  • at the written direction of ARTYHIPPO, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
  • maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and allow for audits by ARTYHIPPO or ARTYHIPPO’ designated auditor.
  1. ARTYHIPPO consents to the Vendor appointing such third-party processors of Personal Data as are required by the Vendor to fulfil its obligations under this agreement. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business, provided that such standard terms include terms which are substantially similar to those set out in this clause 13. As between ARTYHIPPO and the Vendor, the Vendor shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13, and the Vendor shall promptly provide to ARTYHIPPO a list of all such sub-processors upon ARTYHIPPO written request.
  2. The Vendor shall indemnify and hold harmless ARTYHIPPO against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim arising out of or in connection with, or otherwise envisaged under, this Clause 13 or paid or agreed to be paid by ARTYHIPPO in settlement of the claim and all legal or other expenses incurred by ARTYHIPPO in or about the defence or settlement of the claim. ARTYHIPPO shall notify the Vendor in writing as soon as practicable after becoming aware of the claim.
  3. This Clause 13 shall survive termination or expiry of these Conditions howsoever arising.
  1. MARKETING AND PROMOTIONS
    1. From time to time ARTYHIPPO may run promotions on all or part of the ARTYHIPPO Website. Any such promotions shall be separate, and in addition to, any promotions operated by Vendors in their Storefronts, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the ARTYHIPPO Website. ARTYHIPPO shall, where relevant and applicable to the Vendor and/or its Products, inform the Vendor of the nature and terms of any promotion and, at ARTYHIPPO’ sole discretion:
      1. ARTYHIPPO may bear the costs of any such promotion; or
      2. where ARTYHIPPO requires the Vendor to bear the costs of any promotion, the Vendor shall inform ARTYHIPPO in writing whether or not it wishes to participate in the relevant promotion.
        1. ARTYHIPPO require vendors to bear the costs of a whole-site sale for up-to 4 sale periods throughout a calendar year, vendor shall endeavour to provide a minimum of 28 days’ notice of such sale periods.
        2. During Vendor funded sale periods, ARTYHIPPO shall increase marketing and traffic to the ARTYHIPPO website.
      3. The Vendor shall permit, comply and co-operate with all activities undertaken by ARTYHIPPO to promote, sell or market the Vendor’s Products, in such form and manner as ARTYHIPPO in its sole discretion deems appropriate, whether directly through the Site or the ARTYHIPPO Website, through any offline publications produced by ARTYHIPPO, or through websites or offline publications not produced, owned or operated by ARTYHIPPO.
    2. COMMISSIONS
      1. GENERAL
        1. The Vendor shall pay any and all Commissions in accordance with these Conditions.
        2. The relevant Commissions shall be as notified to the Vendor and updated by ARTYHIPPO from time to time in accordance with these Conditions.
  • Unless specified otherwise, all Commissions are subject to VAT or other similar taxes or levies, all of which amounts the Vendor shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Commissions themselves.
  1. The Vendor shall make all payments to ARTYHIPPO due under the Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
  2. If any sum due from the Vendor to ARTYHIPPO under these Conditions is not paid on or before the due date for payment, then all sums then owing by the Vendor to ARTYHIPPO shall become due and payable immediately and, without prejudice to any other right or remedy available to ARTYHIPPO, ARTYHIPPO shall be entitled to:
    1. cancel or suspend its performance of the Conditions or any order, including suspending provision of the Service, until arrangements as to payment or credit have been established which are satisfactory to ARTYHIPPO;
    2. charge the Vendor the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and
    3. where the Vendor has multiple Storefronts with ARTYHIPPO, offset the sums due from the Vendor to ARTYHIPPO against payments due by ARTYHIPPO to the Vendor in relation to those other Storefronts, pursuant to clause 15.I.vi.
  3. BREAKDOWN OF THE COMMISSIONS
    1. The Commissions comprise, as relevant and applicable:
      1. the Commission Fee;
      2. the Refund Fee; and
      3. the Currency Conversion Fee.
    2. COMMISSION FEE

 

  1. The Commission Fee payable by the Vendor shall be as notified to the Vendor by ARTYHIPPO in writing at the time of inviting the Vendor to participate in the Site, or as may be amended in accordance with this Clause 15.C and/or Clause 1.C of these Conditions.
  2. A Commission Fee is payable by the Vendor on the value of the total amount payable by a Customer in relation to a Product sold through the ARTYHIPPO Website by the Vendor. The Commission Fee is calculated as a percentage of the value of a Product, including the delivery Commissions applying to that Product.
  • If applicable, the Commission Fee may be reduced from time to time by payment by the Vendor and by agreement with ARTYHIPPO in writing, subject to the availability of any such reduction, as notified to the Vendor via the CMS and/or email from time to time.
  1. ARTYHIPPO will refund monies paid and received by them in respect of sold Products that are subsequently returned by the Customer and authorised for refund by the Vendor using the designated CMS.
  1. REFUND FEES

 

  1. The Vendor shall pay a Refund Fee to ARTYHIPPO where the price paid for a Product sold through the ARTYHIPPO Website is refunded to the Customer. The Refund Fee is not refundable under any circumstances.
  2. The Refund Fee is 2.5% of the total amount refunded, or such other amount as may be notified to the Vendor by ARTYHIPPO from time to time.
  1. CURRENCY CONVERSION FEE

 

  1. If ARTYHIPPO’s payment to the Vendor as set out in clause 15.I.iv below involves a currency conversion, it will be completed at a foreign exchange rate determined by a financial institution, which is adjusted regularly based on market conditions and which may be applied immediately and without notice to the Vendor. This exchange rate includes a processing fee expressed as 2% above the wholesale exchange rate at which ARTYHIPPO obtains foreign currency, and the processing fee is retained by ARTYHIPPO.
  2. The applicable foreign exchange rate is accessible to the Vendor at any time via the CMS and ARTYHIPPO suggests that its Vendors check the CMS to keep updated of the exchange rate applicable at any given time.
  1. HOW PAYMENT IS MADE TO YOU

 

  1. As part of the Vendor’s appointment of ARTYHIPPO as its commercial agent (as set out in clause 4C of these Conditions), the Vendor agrees that ARTYHIPPO also acts as the Vendor’s exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by the Vendor via the Site (or any other sales channel which ARTYHIPPO may offer to the Vendor from time to time). In respect of ARTYHIPPO gift vouchers, this paragraph is modified by clause 15.G.v.
  2. The Vendor and ARTYHIPPO acknowledge and agree that except as otherwise provided in these Conditions (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, ARTYHIPPO, acting as the Vendor’s commercial agent, is neither the buyer nor the Vendor of the Product(s) and is not a party to the contract of sale of Product(s) between the Vendor and the Customer.
  • Payments for Product(s) will be made directly by a Customer to ARTYHIPPO (acting as commercial agent of the applicable Vendor), following the Vendor confirming its acceptance of the order to ARTYHIPPO using the Vendor CMS and the relevant transaction being recorded on the Vendor’s designated CMS. The Vendor must check the CMS daily for alert of new orders. The Vendor agrees that the Customer’s obligation to pay the Vendor for Product(s) is satisfied when the Customer validly pays ARTYHIPPO for the applicable Product(s), or where pursuant to paragraph (v), following a request by a Customer to redeem a gift voucher, ARTYHIPPO applies its Gift Voucher Funds against the purchase price. The Vendor further agrees that it will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any payment service provider or gateway) for payment of a Product if the Customer has validly paid ARTYHIPPO in the manner referred to in this clause or ARTYHIPPO has credited funds to the Vendor in recognition of a voucher pursuant to clause 15.G.v.
  1. Payment for Product(s) by Customers through the ARTYHIPPO Website will be through payment methods made available from time to time, using ARTYHIPPO’s current online payment processing system.
  2. ARTYHIPPO may offer gift vouchers to Customers that are available for redemption against ARTYHIPPO (whether by the original Customer purchaser or their nominated Customer beneficiary). The Vendor acknowledges and agrees that: (i) any purchase and redemption of a ARTYHIPPO gift voucher is as between the Customer and ARTYHIPPO; (ii) the Vendor does not accept any gift vouchers as a means of payment or value; and (iii) where ARTYHIPPO accepts redemption of a gift voucher it does so as principal and not as the agent of the Vendor. If a Customer redeems a gift voucher, ARTYHIPPO will then apply an equivalent sum to the relevant purchase from its Gift Voucher Funds in settlement of the amount due to the Vendor. Any shortfall shall be paid for by the Customer using ARTYHIPPO’s current online payment processing system.
  3. ARTYHIPPO shall pay the Vendor for the relevant transaction less the Commission Fee upon demand via the CMS system, after the 15thday following delivery of an order by the Vendor to the customer. Unless otherwise agreed by ARTYHIPPO and the Vendor, any payments made by ARTYHIPPO to the Vendor will be in the domestic currency of the region where the Vendor’s bank account nominated to receive such payments is held and which may also be subject to the Currency Conversion Fee.
  • From time to time ARTYHIPPO may retain a portion of the payment due to the Vendor in order to provide for refunds due or expected to be due to a Customer in the ensuing period. Each such retention will be held for no longer than eight weeks before being repaid to the Vendor.
  • The Vendor shall provide such of their banking details as are required or requested by ARTYHIPPO, in order that payment may be processed to the Vendor in respect of any Products sold.
  1. The Vendor shall ensure the banking details referred to in Clause 15.G.viii are kept up-to-date, and shall notify ARTYHIPPO of any changes on the next Working Day. The Vendor shall be responsible for paying any banking Commissions or other administrative expenses incurred by ARTYHIPPO as a result of any inaccuracies in any such information.
  1. CONFIDENTIALITY
    1. The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Vendor authorises ARTYHIPPO (including its employees, agents and contractors) to hold and process Vendor Information.
    2. The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:
      1. is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;
      2. was lawfully in the possession of the recipient before the disclosure under the Conditions took place
  • was independently disclosed to it by a third party entitled to disclose the same;
  1. was disclosed in accordance with Clause 12.C.i; or
  2. is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
  1. The obligations of confidentiality under the Conditions shall remain in effect for two (2) years after the termination or expiry of the Conditions, howsoever arising.
  1. EXCLUSION AND LIMITATION OF LIABILITY
    1. Nothing in these Conditions excludes or limits the liability of ARTYHIPPO for death or personal injury caused by ARTYHIPPO’ negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
    2. Subject to Clause 17.A, ARTYHIPPO’ total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Conditions, shall be limited in aggregate to a maximum of £1,000.
    3. Subject to Clause 17.A, ARTYHIPPO shall not be liable to the Vendor for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Conditions, or for any liability incurred by the Vendor to a Customer, or to any other person howsoever, arising from the provision of the Service or otherwise.
  2. GENERAL
    1. The Vendor shall not be entitled to assign, charge, subcontract or transfer this agreement or any part of it without the prior written consent of ARTYHIPPO. For example, and this does not in any way constitute an exhaustive list, if the Vendor wishes to subcontract its obligations under this agreement to a third party service provider, or the Vendor wishes to sell all or part of its assets to a third party, the prior written consent of ARTYHIPPO shall be required in order to do so.
    2. ARTYHIPPO may assign, charge, subcontract or transfer this agreement or any part of it to any person.
    3. Except with respect to the persons referred to in clause 12.C.i., no term of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor or either ARTYHIPPO or the Vendor) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes the rights of ARTYHIPPO when acting as payment agent of any Vendor.
    4. ARTYHIPPO reserves the right to suspend or to cancel the Conditions in whole or in part (without liability to ARTYHIPPO) if it is prevented from or delayed in the carrying on of its business and its obligations under the Conditions due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of ARTYHIPPO continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Conditions.
    5. A waiver by either party of any breach of the Conditions, or delay in enforcing any breach, shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
    6. If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same shall be deemed omitted from the Conditions and the validity and/or enforceability of the remaining provisions of the Conditions shall not in any way be affected or impaired as a result of that omission.
    7. Notices given under the Conditions must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of ARTYHIPPO, to its registered address, or any alternative address notified by ARTYHIPPO to the Vendor in accordance with this provision; and, in the case of the Vendor, to the address which it provides on the CMS, or any alternative address notified by it to ARTYHIPPO in accordance with this provision.
    8. Notices may be validly served by email provided that, to be effective, such email is sent to the email address most recently provided by the addressee to the sender of the relevant notice.
    9. Except as set out in clauses 4.C and 15.G, the relationship of ARTYHIPPO (and its employees) to the Vendor will be that of independent contractor and nothing in the Conditions shall render ARTYHIPPO (nor its personnel) as an employee, worker, any other form of agent, or partner of the Vendor or Customer. Subject to any express provision in the Conditions to the contrary or at ARTYHIPPO’s reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
    10. This agreement, and any documents referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
    11. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
    12. Nothing in this clause shall limit or exclude any liability for fraud.
    13. This agreement and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.