Marketplace Terms

1.1 These terms and conditions (including the additional terms referred to in clause A1.2), together with any documents and policies referred to in these terms and conditions (all together, the "Terms") sets out the agreement by which Furniture Connect Limited ("we", "us", "our") provides Services via the Platform to users ("you", "your").

1.2 Whilst these Terms apply to all users of the Platform, the additional terms apply:

1. in respect of Buyers, as set out in Section B; and
2. in respect of Sellers, as set out in Section C.

1.3 We recommend that you print a copy of these Terms for future reference. If you have any questions concerning these Terms please contact us at legal@furnitureconnect.com.

1.4 By agreeing to these Terms, you acknowledge that you have also read, understood and agreed to:

1. our Privacy Policy; and
2. our Website Terms of Use.

2.1 In these Terms, the following words and expressions have the following meanings:

"Applicable Law"

refers to all applicable statutes, laws, enactments, orders, regulations, regulatory rules, official guidance, standards, regulator expectations, product safety and disclosure requirements, and other similar instruments in any relevant jurisdiction, as in force and amended from time to time;

"Business Day"

means any day other than Saturday or Sunday or a public or bank holiday in the United Kingdom;

"Buyer(s)"

refers to a buyer of Furniture via our Platform;

"Data Protection Laws"

means all Applicable Law relating to data protection, the Processing of Personal Data and privacy;

"Due Date"

has the meaning set out at clause B6.1;

"Furniture"

refers to the furniture we allow participants to purchase and sell via our Platform;

"Listing Materials"

has the meaning set out at clause B4.1;

"Logistics"

refers to the collection, inspection, transportation and delivery of Furniture;

"Order Summary"

has the meaning set out at clause B5.1;

"Platform"

means the Furniture Connect marketplace, available at https://furnitureconnect.com;

"Privacy Policy"

means our privacy policy available at https://furnitureconnect.com/en/privacy;

"Seller(s)"

refers to a seller of Furniture via our Platform;

"Seller IP"

has the meaning set out at clause C9.1;

"Services"

means the services provided by us as set out at clause A3, and as further detailed at clauses B2 and C2;

"Termination Date"

means the date on which termination of these Terms takes effect, in accordance with clause A12;

"Transaction"

means the contract for the sale or purchase of Furniture to be negotiated and / or concluded with the Buyer by us on behalf of the Seller under these Terms;

"Transaction Fee"

has the meaning set out at clause C7.6;

"Virus"

means any viruses, bugs, glitches, weaknesses, spyware, malware, adware or other harmful, malicious or deleterious programs, material, code, file or software; and

"Website Terms of Use"

means the terms of use for our website, available at https://furnitureconnect.com/en/terms-of-service.

2.2 Where the words "includes", "including", "for example" or "such as" are used in these Terms, they are deemed to have the words "without limitation" following them.

2.3 A reference to "writing" or "written" includes email but not faxes. Any reference to "written consent" shall mean specific explicit consent.

2.4 References to "Personal Data", "Process", "Processing", "Data Controller" and "Data Processor" have the meanings set out in, and will be interpreted in accordance with, applicable Data Protection Laws.

2.5 The headings of the clauses and schedules of these Terms are for convenience only and shall not affect its construction or interpretation. The schedules form part of these Terms and any reference in these Terms to a clause or schedule is a reference to a clause or schedule of these Terms.

2.6 A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other document or agreement as amended or varied in accordance with its terms from time to time.

2.7 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.

2.8 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular, and a reference to one gender shall include a reference to the other genders.

3.1 We arrange via our Platform for you to have the ability to:

1. purchase Furniture; and / or
2. offer Furniture for sale to others.

3.2 In providing our services, we are acting as the Seller's commercial agent (and not as agent for the Buyer or any other person).

3.3 As part of negotiating and / or concluding Transactions, we:

1. reserve the right to not provide our Services in relation to any Furniture put forward for sale via our Platform, nor do we have any obligation to accept an offer for Furniture by any Buyer at our sole discretion.
2. may facilitate direct communications between you and any Buyer or Seller regarding queries, requests, or issues relating to the Furniture, including matters such as specifications, delivery, or post-sale support (on which see further clauses A15.5 and A15.6).

4.1 Furniture Connect Limited is a company incorporated and registered in the United Kingdom with registered number 16684908 whose registered office is at Courtlands Station Road, Felsted, Dunmow, England, CM6 3HB.

4.2 Our Services are provided on the basis of the commercial agent exemption to the requirement to be authorised under the Payment Services Regulations 2017. As such, they do not constitute activities requiring authorisation by the Financial Conduct Authority, and neither the Financial Ombudsman Service nor the Financial Services Compensation Scheme apply to the Services or these Terms.

5.1 We aim to make our Services and the Platform available for all users all the time. However, we do not guarantee that our Services or the Platform will be available without interruption, and there may be unavailability as reasonably required for routine and emergency maintenance, repairs, and / or upgrades.

5.2 We will give you as much notice of such unavailability as is reasonably possible, but we shall not be responsible for any loss from or arising out of Service interruptions.

6.1 In using our Services, you at all times represent that you:

1. are a business acting in the course of your business, and you duly organised and validly existing under the laws of the jurisdiction of your establishment, and have full power, authority and right to bind yourself to these Terms and to receive our Services, including as regards performing all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations;
2. are legally permitted under Applicable Law to receive and make use of our Services, there is no other reason to prevent you from agreeing to these Terms;
3. will ensure that all details you use to access our Services and the Platform are kept safe and secure and accept that we shall have the right to assume that any communication made to us using such is authorised by you and we shall not be liable as a consequence (and you also accept that so long as we are acting in good faith we shall not be liable in the event that we do not rely on a communication on the basis that we in any event consider that it has not been authorised by you);
4. have not received any advice from us in relation to the merits of entering into these Terms, and you are solely responsible for any evaluations, decisions and actions regarding your entering into these Terms;
5. shall ensure that all information you provide to us is full, complete, accurate and up to date;
6. have sufficient access to computers, internet and software as may be required to use our Services;
7. will at all times act in accordance with Applicable Law (including: in relation to anti-money laundering, counter-terrorist financing, anti-corruption, anti-bribery and preventing the facilitation of tax evasion);
8. waive any right you may have to participate in a class action lawsuit or a class-wide arbitration against us, and / or any person involved with us that arises out of or relates to these Terms; and
9. will not attempt to circumvent the security of or interfere with the proper working of our Platform or any server on which it is hosted, nor otherwise introduce, nor permit the introduction of any Virus into our Platform nor any of our systems.

6.2 Before you use our Services, we may require you to agree to further documentation and provide us with further information in relation to yourself and / or any Furniture you wish to make available on our Platform. You accept that your ability to make any Furniture available on our Platform is subject to your acceptance of such documentation and provision of such information.

6.3 You shall inform us immediately in the event that you can no longer make any of the representations set out in this clause A6 or clauses B3 and C3, and update us if any information you provide us with becomes out of date or inaccurate.

6.4 We reserve the right to suspend your access to all or part of our Services and the Platform for breach of this clause A6.

7.1 You will at all times during the term of these Terms:

1. provide us with any information we request for the purposes of verifying your identity (including if applicable that of any of your beneficial owners) and checks required in relation to prevention of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. This includes completing any reasonable verification procedures and customer identity checks that we may require in relation to our Services.
2. authorise us to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity or to protect you and/or us against fraud or other financial crime, and to take any action we reasonably deem necessary based on the results of such inquiries.

7.2 You acknowledge that your access to our Services and the Platform may be altered, on an ongoing basis, as a result of the information provided under clause A7.1.

7.3 You acknowledge that in carrying out inquiries, your information may be disclosed by us to identity verification, credit reference and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.

8.1 Our fees are set out in Schedule 2.

8.2 All fees payable under these Terms with respect to completed Transactions shall after the Termination Date continue to be incurred and payable in accordance with these Terms. Any other fees payable to us shall become due immediately on the Termination Date.

8.3 We shall be entitled to set off any amount owed to us by any user for any reason whatsoever from time to time against any sum which we owe to that user (in each case, if due and payable), and payment of the net amount shall discharge both sums due.

8.4 You accept that you bear sole responsibility for determining if your participation in these Terms and your purchasing / selling of Furniture has tax implications for you, and for complying with any obligations you have in relation to tax. Tax treatment depends on your individual circumstances and may be subject to change in the future. Please note that taxes and costs may exist that are not paid via us or are not imposed by us.

9.1 Your Personal Data shall be Processed in accordance with our Privacy Policy.

9.2 You and we shall each comply with all Data Protection Laws in connection with these Terms and the provision of our Services.

10.1 We are the owner or the licensee of all copyright and intellectual property rights (of whatever nature) that exist in connection with our Platform and Services (including any content provided in connection with them) (all together, the "Materials"). You have the right to use any of these Materials only for the purpose of using our Services. Any other use is expressly prohibited.

10.2 We and / or our licensors own and retain all intellectual property rights associated with the Materials. We grant you a limited, personal, non-exclusive, non-commercial, royalty-free, revocable, non-sub-licensable and non-transferable licence, subject to these Terms, to access and use the Materials solely for the purpose as permitted by us of receiving our Services. Any other use is expressly prohibited. This includes the fact that:

1. we expressly reserve all rights in and to the Materials and all content, materials, information and data related to the same. You agree that we do not grant you any rights in or licenses to any Materials except for the limited licence set out above;
2. except to the extent expressly permitted under these Terms, you agree that you shall not (either solely or jointly with or on behalf of any other third party) modify, reverse engineer, reverse compile, disassemble, copy, frame, mirror, scrape, rent, lease, licence, loan, republish, display, sell, rent, distribute, transfer, assign, disclose or create derivative works based on the Materials, in whole or in part;
3. you agree that you shall not exploit any intellectual property in relation to the Materials for a commercial purpose; and
4. you agree that you shall not attempt to obtain, or assist third parties in obtaining, access to Materials other than as permitted by these Terms.

10.3 All logos related to us and the Materials are marks of Furniture Connect Limited or our licensors. You may not copy, imitate, or use our trading names or logos without our prior written consent. All rights, title and interests in and to the Materials, any content thereon or therein and all technology and any content created or derived from any of the foregoing is the exclusive property of us and our licensors.

11.1 Nothing in these Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.

12.1 We shall have the right to refuse to accept any Furniture as eligible for our Services at any time. Furthermore, you and we may, at any time, on giving 3 month's written notice, terminate these Terms.

12.2 We may terminate these Terms by written notice to you to take effect immediately (subject in the case of clause A12.2.1 to such notice specified in that clause) if you:

1. are in material breach of these Terms and either (i) that breach is incapable of remedy (ii) or you fail to remedy the same within 30 days of being required to do so;
2. are unable to pay your debts as they fall due or a petition for winding up is presented or you shall go into liquidation (save for the purpose of solvent amalgamation or reorganisation) or you enter into an arrangement with your creditors generally or an administrator, an examiner or any equivalent has been appointed thereto or you have a receiver appointed over all or any part of your assets or you suffer any execution over such assets; or
3. fail to pay any fees or make any payment due from time to time in connection with these Terms.

12.3 We may suspend our Services with immediate effect where:

1. we are of the reasonable opinion that we are required to do so by Applicable Law, any court and / or by other authority to which we and / or you are subject in any jurisdiction;
2. we reasonably believe that any material information provided by you is materially incomplete, inaccurate or misleading;
3. we reasonably believe that our Services are being used in a fraudulent or unauthorised way, or that there is a security issue;
4. your use of our Services is subject to any (pending) litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with the your use of our Services;
5. an event occurs which is outside our reasonable knowledge and control which impacts our Services and makes it impossible or impracticable for us to provide our Services; and
6. you fail to pay any fees or make payment due from time to time in connection with these Terms,

and any suspension will not affect our ability to terminate these Terms.

13.1 In the event that your agreement with us under these Terms is terminated, we shall, in relation to any Transaction which has not yet concluded, either (at our sole discretion):

1. conclude the relevant Transaction, and you shall be bound by the terms of that Transaction in accordance with these Terms; or
2. void the relevant Transaction, in which case you shall be deemed to have never entered into the Transaction.

13.2 With effect from the Termination Date, you will no longer have a right to access and use our Services or the Platform.

13.3 Termination shall not affect all rights, obligations and liabilities of the parties accrued up to and including the Termination Date, including any obligation you have in relation to any Transaction we have concluded with you prior to the Termination Date. In addition, the following clauses shall survive termination of these Terms: A2 (INTERPRETATION), A8.2 (FEES), A8.3 (FEES), A10 (INTELLECTUAL PROPERTY RIGHTS), A11 (LIABILITY), A13 (EFFECT OF TERMINATION), A15 (COMMUNICATIONS AND DISPUTES BETWEEN COUNTERPARTIES TO TRANSACTIONS), A19 (GOVERNING LAW AND JURISDICTION), and A21 (MISCELLANEOUS), as well as any other clause which by its nature is clearly intended to survive the Termination Date.

14.1 We may make changes to any aspect of our Services and / or to these Terms at any time by amending this page. We will give you reasonable advance written notice of any changes, and we may make changes with immediate effect if they are in your favour.

14.2 You will be treated as accepting any change that we make to these Terms unless you tell us that you do not agree to the change, in which case you must inform us, and we will treat this as your termination of these Terms with effect from the time of the change, and you must stop using our Services with effect from that date.

15.1 All communications will be in English.

15.2 Communications to us may be made by email and / or video conference call to legal@furnitureconnect.com, as such details may from time to time be amended by us providing written notice to you.

15.3 Communications to you may be made using the latest details provided to us, and so long as we use these details you will be deemed to have received the communication.

15.4 Communications:

1. by email will be deemed received on the earlier of the time at which it is accessed or 2 Business Days after receipt (except as regards email to us, if there is a bounce-back stating the communication has not been delivered, the communication shall be deemed not sent);
2. if hand delivered will be deemed received when delivered; and
3. if delivered by courier will be deemed received when proof of receipt is provided by the courier.

15.5 Whilst we may facilitate communications between Buyers and Sellers, in the event you have any queries, complaints or cause for dispute, we are not responsible or liable for taking any dispute action against any counterparty on your behalf.

15.6 Notwithstanding clause A15.5, if despite our clear refusal to accept responsibility for any loss caused by a counterparty to a Transaction, we are somehow deemed liable for such loss, the counterparty most responsible for the loss shall promptly indemnify us for the full loss (of whatever nature) incurred.

15.7 Please note that, whilst we do not provide refund or cancellation rights, Sellers are responsible for providing such in the terms of the Order Summary if required by Applicable Law, and may voluntarily provide such at their discretion. We do not provide refund or cancellation rights with respect to our Services, and as such any payment to a Buyer as a consequence of exercising a refund or cancellation right shall not include any amounts paid to us with respect to the relevant Transaction(s).

16.1 In the event that we appoint another entity to take over all or some of our rights and obligations under these Terms (the "New Entity"), we may transfer by way of novation all or some of our rights and obligations under these Terms to the New Entity and you consent to such novation. As soon as reasonably practicable following such novation, we shall notify you in writing of the effective date of such novation. From such effective date, all references in these Terms to "we", "us" or "our" shall be deemed to be references to the New Entity.

17.1 During the term of our agreement with you under these Terms, you shall not, directly or indirectly:

1. actively solicit any Buyer(s) for the purpose of selling that Buyer any Furniture outside the Platform, or otherwise without paying us the relevant fees in full; or
2. actively solicit any Seller(s) for the purpose of purchasing from that Seller any Furniture outside the Platform, or otherwise without the Seller paying us the relevant fees in full; or
3. otherwise seek to circumvent, avoid, bypass, or obviate the intent of these Terms,

and, in any event, if for whatever reason you sell or otherwise dispose of any Furniture to any Buyers(s), or purchase or otherwise acquire any Furniture from any Seller(s), in circumstances where you acquire information regarding the existence or details of the counterparty through your access or use of our Services or the Platform, you shall be liable to pay us a fee equal to 10% of the higher of the total price you have paid or payable for such Furniture or would have paid had you acquired the Furniture using our Services.

17.2 We reserve the right to suspend (temporarily or permanently) your access to all or part of our Services and the Platform where we reasonably believe that there has been a breach of this clause A17.

18.1 Except where we agree with you otherwise, we do not provide, and are not responsible for, any Logistics in relation to any Transaction. We may facilitate communications between the Sellers and Buyers regarding logistics, such as regarding collection arrangements, delivery schedules, and documentation requirements, but this does not create any additional obligations apart for acting reasonably in facilitating communications, nor do we accept any liability for any reason (including delay in passing on a communication, failure to pass on a communication or any error in passing on a communication) as a consequence.

18.2 We may, at our sole discretion, refer you to third parties with respect to Logistics, we are not responsible for their performance, and are not liable for any loss as a consequence of your use of them. We reserve the right to receive commission for third parties we introduce to you, and shall not be liable to you for such commission nor shall we have any obligation to disclose the amount of existence of any such commission. It is therefore important that you conduct independent due diligence of any person you use for Logistics, regardless of whether we direct you to them or not. Furthermore, please note that third party Logistics providers will likely require you to agree to additional terms and fees in order to benefit from their services, and you accept full responsibility for satisfying these obligations.

18.3 We may also, at our sole discretion, assist the Seller, acting as the Seller's commercial agent, with agreeing Logistics. Where this is the case, the Seller gives us authority to negotiate and conclude Logistics with such third parties and on such terms as we determine at our sole discretion, and authorises us to invoice the Buyer for the combined fees relevant to the Transaction and Logistics. The Buyer also accepts that, as part of negotiating with us with respect to such a Transaction, we may a pre-condition to accepting the Transaction with the Buyer, require the Buyer to accept additional terms in connection with the Logistics we have negotiated.

19.1 These Terms and any non-contractual obligations arising from or in connection with them shall be governed by and construed in accordance with English law and, for the benefit of both parties, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of, or in connection with, these Terms, or the breach, termination or invalidity of them, or relating to any non-contractual obligations arising from or in connection with them.

20.1 These Terms constitute the entire agreement between the parties and supersedes any prior agreement, terms and conditions or arrangement in respect of their subject matter. There are no promises, representations, warranties, terms, conditions or obligations (whether made by a party to these Terms or any other person and whether made to a party to these Terms or any other person) between the parties other than those set out in these Terms.

20.2 Neither party has entered into these Terms in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out or referred to in these Terms. The only remedy available for any misrepresentation or breach of any representation or statement set out or referred to in these Terms shall be for breach of contract.

21.1 These Terms shall take effect from the date on which you start using our Services.

21.2 We are acting as agent for the Seller under these Terms, with authority to conclude Transactions on behalf of the Seller with the Buyer. These Terms do not create any other form of partnership, joint venture or any other similar relationship between the parties, and we do not owe any fiduciary duties to the Buyer.

21.3 Each of the provisions of these Terms are separate, severable and enforceable and, accordingly, if at any time any provision or part-provision of these Terms is or becomes invalid, void, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted under this clause A21.3, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21.4 You may not assign, lien, mortgage, transfer, charge or otherwise encumber any of your rights or obligations under these Terms. We may assign these Terms without restriction subject to compliance with Applicable Law.

21.5 We may delegate any aspect of our Services under these Terms, so long as we take due skill and care in selecting and overseeing our delegees.

21.6 The parties intend that:

1. the Buyer may have direct rights against the Seller for any defect in or failure to provide Furniture in accordance with these Terms, the Listing Materials, the Order Summary and any other description of the Furniture provided to the Buyer.
2. the Seller may have direct rights against the Buyer for any failure to comply with these Terms and the Order Summary, including with regards to making payment and accepting delivery.
3. the parties do not otherwise intend that the provisions of these Terms shall be enforceable by any person not a party to them.

21.7 No variation or waiver of any of the terms of these Terms shall be effective unless in writing and executed by us. No failure or delay by us to exercise any right, power or remedy under these Terms shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise by us of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy.

1.1 If you are a Buyer, this Section B sets out additional terms applicable to you and shall form part of these Terms.

2.1 Whilst we have authority from the Seller to conclude Transactions on behalf of the Seller, it is the Seller's obligation, and not ours, to ensure that Furniture meets the specifications provided to you. It is therefore the Seller's obligation, and not ours, to ensure that any Furniture made available by Sellers will: (i) conform to any description or specification set out on the Platform; (ii) be of satisfactory quality and fit for any purpose held out by the Seller; (iii) be free from defects in design, material and workmanship; and (iv) comply with all applicable statutory and regulatory requirements and industry norms.

2.2 Furthermore, in providing our Services we do not, except as specifically set out in these Terms, guarantee the performance, behaviour, or obligations of the Seller in relation to any Transaction; or arrange the Logistics in connection with the delivery of Furniture, and so it is your responsibility to agree how this is handled with the Seller, and unless otherwise agreed with the Seller you assume responsibility for any licences, authorisations, approvals, fees, costs, charges and levies applicable with respect to the import of Furniture to your jurisdiction (and in any event we are not responsible for these).

3.1 In using our Services, you at all times represent that you:

1. are purchasing any Furniture solely in your own capacity in your own name;
2. have been furnished with any materials that you have requested relating to these Terms and the Furniture, have read them carefully and accept them;
3. accept that, so long as the Seller provides the Furniture in accordance with the Listing Materials, you accept full responsibility for ensuring compliance with all Applicable Law in our jurisdiction, and no other person is responsible or liable for this; and
4. have reached your own independent view as to whether to purchase any Furniture.

4.1 While Sellers are contractually required to ensure that any information they provide on the Platform is up-to-date, accurate, complete and not misleading, all specifications, descriptions, certifications, images, labels, warnings and claims relating to any Furniture (together, the "Listing Materials") are provided exclusively by Sellers and are made available on an "as is" basis for informational purposes only. We do not verify the Listing Materials and accept no responsibility for any loss arising from your reliance on the Listing Materials, however you may have a right against the Seller directly.

4.2 No action we take nor the way we present any Seller, their Furniture or the Listing Materials should be taken as implying or indicating any preference, approval or endorsement by us of any particular Seller or their Furniture.

5.1 When you place an order to purchase Furniture via the Platform, we will send you an order confirmation containing: (i) the identity of the Seller; (ii) the quantity and price of the Furniture being purchased; (iii) any applicable fees; (iv) payment instructions; and (v) delivery information (the "Order Summary").

5.2 In the event that any aspect of the Order Summary does not meet your expectations, you must inform us before making any payment for Furniture, and in any event within 24 hours of receipt of the Order Summary, otherwise you will be deemed to have concluded the Transaction on the terms set out in the Order Summary, which means you have entered into a binding obligation to accept the Furniture in accordance with the Order Summary and these Terms.

6.1 Details for making payment shall be set out in the Order Summary. Unless otherwise specified in the Order Summary, and following issuance by us of the sales invoice, you must pay:

1. a deposit (if applicable and in the amount set out in the Order Summary) by bank transfer or international SWIFT transfer to the account specified by us, within 2 Business Days of the date you receive the Order Summary; and
2. the remaining balance of the purchase price by bank transfer or international SWIFT transfer to the account specified by us, within 2 Business Days of the date on which you receive the relevant bill of lading or equivalent (together each a "Due Date"),

and you are responsible for ensuring that we receive the full amount specified in the Order Summary, net of any deductions, including bank fees, charges, or other costs.

6.2 Upon receipt of payment:

1. of the deposit, the order status on the Platform will be updated to 'Deposit Paid', and we shall notify the Seller of the updated order status, and from that point, the Seller will be responsible for delivering the Furniture in accordance with the terms of the Order Summary; and
2. of the remaining balance, the order status on the Platform will be updated to 'Paid in Full'.

6.3 You agree to provide us with all information regarding Logistics in relation to the delivery of the Furniture on request, and to keep us reasonably informed of any updates.

6.4 If you do not make payment before the relevant Due Date, we shall have the right to charge interest on all overdue amounts at the rate of 6% plus the Bank of England base rate, calculated on a daily basis. Furthermore, if you do not make payment within 5 calendar days of receiving the Order Summary and / or the relevant bill of lading or equivalent, we reserve the right to cancel your Transaction for Furniture, and you shall in any event also still be liable for any costs incurred by us and the relevant Seller as a consequence (and such costs shall also incur interest at the rate of 6% plus the Bank of England base rate, calculated on a daily basis).

6.5 For the avoidance of doubt, all payments received by us are received and held as commercial agent for the Seller in connection with the negotiation and / or conclusion of the relevant Transaction, and we do not provide any regulated payment services.

7.1 In addition to our general disclaimer on liability set out at clause A11, we shall not be liable for any loss as a result of:

1. any action or omission by any Seller, including any failure of Furniture to meet the description as provided by the Seller; or
2. any costs incurred by the Buyer in relation to a Transaction not being concluded by a particular time,

however we may facilitate communication between you and the Seller with respect to any dispute, such dispute to be conducted at your cost (on which see further clauses A15.5 and A15.6).

7.2 You agree to indemnify us for any losses to us that arise from or relate to:

1. your breach of any Applicable Law or these Terms; and
2. any fees, taxes, levies or costs not imposed by or via us, which we pay on your behalf.

1.1 If you are a Seller, this Section C sets out additional terms applicable to you and shall form part of these Terms.

2.1 From the date on which you start using our Services, you agree to appoint us as your commercial agent to negotiate and / or conclude Transactions on your behalf in accordance with these Terms.

2.2 In this respect:

1. we are authorised to negotiate and conclude Transactions for Furniture without requiring further confirmation or action from you; and
2. we may affect your legal relations and, binding you to Transaction(s) with Buyer(s).

2.3 As part of negotiating and / or concluding Transactions on your behalf, we are able to:

1. issue invoices to Buyers; and
2. collect payment from Buyers (including, where applicable, accepting payment in different currencies) in our capacity as your commercial agent, and full and valid payment by the Buyer to us shall be valid payment fulfilling the Buyer's commitment to make payment under the Transaction.

2.4 Where payment for Goods is received in a currency different from the currency in which we remit funds to you, we will provide foreign-exchange services before remitting payment. The exchange rate applied will be either: (a) the exchange rate published on the Platform at the time of the Transaction; or (b) another rate agreed between you and us.

2.5 For the avoidance of doubt, in providing our Services, we do not:

1. act for, nor do we have authority to act for, the Buyer;
2. except as specifically set out in these Terms, guarantee the performance, behaviour, or obligations of the Buyer in relation to any Transaction; or
3. except to the extent otherwise explicitly agreed, arrange the Logistics in connection with the delivery of Furniture, and so it is your responsibility to agree how this is handled with the Buyer, and unless otherwise agreed with the Buyer you assume responsibility for any licences, authorisations, approvals, fees, costs, charges and levies applicable with respect to the export of Furniture from your jurisdiction (and in any event we are not responsible for these).

3.1 In using our Services, you at all times represent that you:

1. have full and unencumbered legal title and authorisation to make Furniture available on our Platform and to authorise use to conclude Transactions on your behalf in accordance with these Terms;
2. have in force all licences, permissions, authorisations, consents and permits needed to be able to sell the Furniture via the Platform in accordance with these Terms and Applicable Law;
3. will provide and maintain an up-to-date, accurate, complete and not misleading description of all Furniture you list on the Platform, in accordance with all applicable regulatory expectations and good industry practice, including providing full disclosure of any information that may be relevant to Buyer's purchasing decision or otherwise required by Applicable Law;
4. will not list any Furniture which comes from illegal or unethical sources;
5. will provide us with all information regarding Logistics in relation to the delivery of any Goods and to keep us reasonably updated, and you accept that your failure to do this may result in a delay or failure in your receiving the remaining balance payment when due (and we are not responsible for loss as a consequence of this);
6. acknowledge and accept that any foreign exchange services we provide occur solely in the context of negotiating and/or concluding a Transaction on your behalf;
7. accept responsibility (and liability) to the Buyer for any Furniture not being in accordance with any description provided by you to all Buyers; and
8. are responsible for dealing with all queries, issues and complaints raised by Buyers relating to any Transaction involving you, and that where we facilitate communication between you and a Buyer, you will engage reasonably, promptly, honestly and cooperatively.

4.1 In acting as your commercial agent, we shall at all times:

1. act in good faith and not allow our interests to conflict with the duties we owe to you under these Terms and Applicable Law;
2. use commercially reasonable efforts to conclude each Transaction and to comply with your reasonable and lawful instructions to the extent they are consistent with these Terms and the intended operation of the Platform;
3. act with due skill, care and diligence;
4. provide you, upon your reasonable request, with general information that is under our control regarding Transactions concluded on your behalf; and
5. inform you promptly of any complaint or enquiry that is communicated directly to us by (potential) Buyers.

5.1 For each piece of Furniture that you wish to list via the Platform, you must provide the Listing Materials. The Listing Materials will be made available to potential Buyers. You are solely responsible for:

1. ensuring that the Listing Materials contain all information that the Buyer would be reasonably expected to receive in relation to Furniture, and are accurate, complete, and not misleading, and
2. for ensuring that any Furniture purchased by a Buyer corresponds to the information and descriptions provided by you in the Listing Materials.

5.2 We do not verify the Listing Materials and accept no responsibility for any loss arising from a Buyer's reliance on the Listing Materials. However, we may at our sole discretion not accept or we may require amendments to Listing Materials, where we consider at our sole discretion that they are deficient (noting that our acceptance of Listing Materials does not mean that we have approved them as adequate).

6.1 When a Buyer places an order to purchase Furniture via the Platform, we will send the Buyer an Order Summary on your behalf. You are responsible, prior to listing any Furniture on the Platform, for providing us with all information that needs to be included in the Order Summary for each item, including (i) a full, complete and accurate description of the Furniture, (ii) payment instructions, (iii) cancellation and refund rights (if any), (iv) delivery instructions and terms, (v) export costs and any additional costs, as well as (vi) any other relevant commercial terms.

6.2 If the Buyer does not notify us of any issue with the Order Summary within 24 hours of receipt, the Buyer will be deemed to have accepted the terms set out in the Order Summary. Upon such acceptance, the Buyer will be bound to purchase, and you will be bound to deliver the Furniture in accordance with the Order Summary and these Terms.

6.3 Once a Buyer has accepted the terms set out in the Order Summary in accordance with clause C6.2, we will issue that Buyer a sales invoices and collect a deposit on the Furniture.

8.1 In addition to our general disclaimer on liability set out at clause A11, we shall not be liable for any loss as a result of:

1. any action or omission by any Buyer, including any failure by a Buyer to comply with the terms of a Transaction as set out in the Order Summary; or
2. any representation made by you, or any failure by you to provide the Furniture in accordance with the Listing Materials and the Order Summary,

however we will facilitate communication between you and the Buyer with respect to any dispute, to be conducted at your cost (on which see further clauses A15.5 and A15.6).

8.2 You agree to indemnify us for any losses to us that arise from or relate to:

1. your breach of any Applicable Law or these Terms;
2. your breach of the rights of any person other than us (including, but not limited to rights of privacy and intellectual property rights);
3. any regulatory inquiry, legal action, litigation, dispute or investigation, whether such situations occur or are anticipated, that relate to you or the Furniture you provide; and
4. any fees, taxes or costs not imposed by or via us, which we pay on your behalf.

9.1 You and your licensors (if any) are at all times the owner of all intellectual property rights that exist in connection with the Furniture and relevant Listing Materials that you make available on the Platform ("Seller IP"). You grant us, for the duration of our agreement with you under these Terms and for such period thereafter as may be required by Applicable Law, a royalty-free, non-exclusive, worldwide licence to use the Seller IP solely to the extent necessary to perform our obligations under these Terms.

1. Platform fees: Access to the Platform is currently provided on a free basis, however we reserve the right to charge for future use of the Platform on giving reasonable notice.
2. Transaction Fees: as set out in clause C7.