Seller Terms and conditions

THIS AGREEMENT

PARTIES

(1)ALL BOOGIE LIMITED a company incorporated and registered in England and Wales with company number 12861354, whose registered office is at Flat 23 Abbots Yard, Guildford, England, GU1 4RW (All Boogie); and

(2)[VENDOR] (Seller)

Agreed terms

1.Interpretation

1.1.The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).

Acceptance: has the meaning given to it in clause 3.3.

Application Deliverables: has the meaning given to it in clause 3.1.

Application Form: the online application form set out on the Site which must be completed and agreed by the Seller as part of the application process.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Change Notice Period: has the meaning given to it in clause 20.2(b).

Charges: the charges specified in clause 9, as updated and notified to the Seller by All Boogie from time to time;

CMS: the back-end content management system provided by All Boogie for management of the Shopfront and ancillary transactions.

Commencement Date: shall have the meaning given to it in clause 2.1.

Commission Fee: has the meaning given to it in clause 8.1(a).

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 Seller through the Site;

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

Documentation: means any user guide, information or other material provided by All Boogie, in hard copy or electronic form, relating to the Service.

ID Documents: the following documents which must be provided to All Boogie as part of the application process:

a.driving licence or passport of the Seller or, where the Seller is a corporate entity, the driving licence or passport of all beneficial owners of the Seller;

b.recent utility bill (within the last 3 months at the point of application) of the Seller or, where the Seller is a corporate entity, a recent utility bill of all beneficial owners of the Seller;

c.bank statement of the Seller (this should include the Seller’s name, address, sort code and account number and should correspond with any details held on Companies House where the statement relates to a limited or public limited company or an LLP); and

d.telephone and email address.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

IPR Claim: has the meaning given to it in clause 14.2.

Mandatory Policies: All Boogie’s mandatory policies and procedures as amended by notification to the Seller from time to time.

Non-Cancellable Product: a Product on which a consumer has no right under all applicable consumer legislation in the UK to return and obtain a refund.

Order Notification: has the meaning given to it in clause 5.1.

Products: the goods, services, digital content or information that the Seller intends to market and sell via the Site.

Refund Fee: has the meaning given to it in clause 8.1(b).

Samples: samples of the Products.

Services: the Site and other services provided by All Boogie, as further described in this Agreement.

Software: means any software installed by All Boogie or on its behalf that allows the Seller to access and trade through the Site.

Site: the online marketplace made available by All Boogie at https://www.allboogie.co.uk/ or such other replacement web address as All Boogie may determine from time to time.

Seller Data: any information, data or content provided by the Seller to All Boogie, in any form or medium, for any purpose, directly or on its behalf, and any information, data or content uploaded to the CMS or the Shopfront.

Term: the duration of this Agreement as described in clause 2.2.

Terms of Use: All Boogie’s standard terms and conditions between All Boogie and the Customer relating to the use of the Site and the purchasing of Products as may be amended from time to time.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

Virus: includes any malicious code, Trojan, worm and virus, lock, authorisation key or similar device that impairs or could impair the operation of a computer or network, or to intercept or access without authority or expropriate any system, information or data.

1.2.The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3.A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4.Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5.The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.6.A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.7.Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.8.Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.9.A reference to writing or written includes email but not fax.

2.Term of Agreement

2.1.This Agreement shall commence on the date of Acceptance, or the date of this Agreement, whichever is later (Commencement Date).

2.2.The Agreement shall continue unless and until terminated in accordance with clause 18 (Term).

3.Application process and acceptance

3.1.To apply to become an approved seller on the Site, the Seller must provide to All Boogie the following:

(a)a completed Application Form;

(b)the ID Documents; and

(c)the Samples (on request),

(together the Application Deliverables).

3.2.The Seller warrants that the Application Form and the ID Documents are true and accurate in all respects.

3.3.Following receipt of the Application Deliverables, All Boogie shall confirm in writing whether or not the Seller’s application has been successful (a successful confirmation being Acceptance). Unless and until Acceptance occurs, this Agreement shall not be binding and the Seller shall not be an approved Seller on the Site and shall not hold itself out as such.

4.Supply of services

4.1.Following Acceptance, All Boogie shall during the Term:

(a)provide the Seller with a password so that it can set up and update its Shopfront;

(b)supply the Service with reasonable skill and care; and

(c)use reasonable endeavours to restore any defects in the Service as soon as reasonably practicable.

4.2.The Seller hereby authorises and appoints All Boogie to directly conclude the transaction of the sale and/or purchase of Products between the Seller and Customers via the Service.

4.3.The Seller acknowledges and confirms that:

(a)any contract for the sale and/or purchase of Products is strictly between the Seller and the Customer and All Boogie is not and shall not under any circumstances be a party to any such contract;

(b)All Boogie facilitates the negotiation of the sale and/or purchase of Products between the Seller and Customers through the use of the CMS and e-mail communication services operated and managed by All Boogie, together with the Service, which contributes to increasing the Seller’s goodwill, promotes the Products and generally encourages Customers to place orders with the Seller; and

(c)title to the Products does not and will not at any time pass to All Boogie nor shall the Products come into its possession at any time.

4.4.All Boogie may revise or alter the Service at any time and such variation shall be subject to the terms of this Agreement.

5.Customer orders

5.1.Orders for Products by Customers shall be notified to the Seller through the CMS (Order Notification). If the Seller wishes to accept an order, it shall confirm acceptance using the function within the CMS and this shall constitute an irrevocable instruction to All Boogie to conclude a contract of sale between the Seller and the Customer for the relevant Product.

5.2.The contract of sale between the Seller and the Customer is concluded when All Boogie sends an order confirmation email to the Customer. For the avoidance of doubt, All Boogie shall not have any responsibility for the performance of any such contract.

5.3.All sales of the Products on the Site shall be on the Seller’s standard terms and conditions and such terms shall comply with all applicable laws including consumer legislation. All Boogie can provide example terms and conditions on request but it is the Seller’s responsibility to ensure that the terms are suitable to its own business and circumstances and that they are compliant with all applicable laws. All Boogie accepts no liability whatsoever arising as a result of the Seller’s use of such terms.

5.4.The Terms of Use shall be incorporated into any contract between the Seller and the Customer and the Seller shall be bound by such terms.

5.5.Following receipt of an Order Notification, the Seller shall within two Business Days confirm its acceptance or rejection using the CMS and provide an estimated dispatch date to the Customer.

5.6.Following acceptance of an order through the CMS pursuant to clause 5.4, the Seller shall:

(a)fulfil the order as soon as reasonably practicable;

(b)confirm to the Customer the time and method of dispatch;

(c)dispatch the Product 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;

(d)notify the Customer promptly through the CMS at each of the following stages:

(i)receipt of Order Notification, with an estimated dispatch date;

(ii)dispatch of Product with an expected delivery date;

(iii)receipt of a returned Product; and

(iv)processing of an exchange or refund.

5.7.The Seller must include with all orders the appropriate All Boogie co-branded dispatch invoice.

5.8.The Seller shall ensure that all correspondence with any Customer shall:

(a)be solely for the purposes of processing and/or progressing a Customer order;

(b)be via the CMS or, if that is not possible, then at all times include a reference to All Boogie;

(c)not include any reference to the Seller’s website, email address, other correspondence address or any other promotion of services outside those offered through All Boogie; and

(d)shall be co-branded with All Boogie’s name and logo.

5.9.The Seller must respond to Customer enquiries and complaints promptly (and in any event within two Business Days) and courteously and shall notify All Boogie of any unresolved Customer enquiries as soon as practicable.

6.Seller obligations and responsibilities General

6.1.The Seller warrants as at the Commencement Date and each day during the Term that all Seller Data:

(a)is and remains true, accurate, current and complete;

(b)is not false, inaccurate or misleading;

(c)is not offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;

(d)does not breach any applicable law;

(e)does not adversely affect the reputation or brand of All Boogie;

(f)will not create, or be likely to create, liability for All Boogie or cause All Boogie to lose (in whole or in part) its Internet service or other Sellers;

(g)will not contain any Virus; and

(h)will not cause the Site or the CMS or their functionality to be interrupted, damaged or impaired in any way.

6.2.The Seller undertakes and agrees at all times during the Term to:

(a)act dutifully and in good faith;

(b)perform any contracts for the sale of the Products made on its behalf by All Boogie;

(c)co-operate with All Boogie in all matters relating to the Service, and comply with All Boogie’s reasonable instructions;

(d)promptly give to All Boogie all such information and reports as it may reasonably require in connection with matters relating to the provision of the Service.

6.3.The Seller shall at all times conduct itself professionally. Impolite and abusive communications via any public or private channel shall not be permitted in any circumstances. All Boogie may immediately suspend the Seller’s Shopfront and/or terminate the Agreement for breach of this clause.

Technical and Security

6.4.The Seller undertakes and agrees at all times during the Term to:

(a)ensure that any 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 anti-Virus software;

(b)ensure that all information it supplies electronically to us and to the Site is submitted free from Viruses;

(c)be responsible for the security and use of all password and other security devices used in connection with the Service and access to the Shopfront. The Seller shall ensure that passwords are not revealed to any third parties and agrees to change its passwords on a regular basis;

(d)inform us immediately if there has been a breach or suspected breach of clause 6.4(c) or if it believes a password or any other security device has or is being or is likely to be used in an unauthorised way;

(e)ensure that the CMS and its content remains entirely confidential and is not disclosed to any third party other than those of its officers or employees who require access;

6.5.The Seller shall not at any time:

(a)use the CMS or Site other than for the purpose set out in this Agreement;

(b)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.

6.6.All Boogie may:

(a)suspend access to the Service if at any time it considers that there is or is likely to be a breach of security, in which event All Boogie shall notify the Seller of any steps to be taken by the Seller and the Seller shall comply with such instructions;

(b)require the Seller to change any or all of its passwords used in connection with the provision of the Service and access to the Shopfront; and

(c)change any or all of the Seller’s passwords used in connection with the provision of the Service and access to the Shopfront and then notify the Seller.

Stock

6.7.The Seller must accurately display stock availability for all Products and update such stock availability regularly using the ‘out of stock’ and ‘is available’ options on the CMS.

6.8.In the event that any ‘out of stock’ Products are due to be available to the Customer within four weeks, the Seller must state on its Shopfront the date on which such stock is expected to become available.

6.9.In the event that any Product will no longer be available, the Seller must mark that item as ‘discontinued’ on the Shopfront.

6.10.The Seller shall remove Products from its Shopfront that are out of stock for four weeks or more until they become available again.

6.11.If a Customer places an order for out-of-stock Product and such Product has not been displayed as such and the Customer requests a refund, All Boogie shall still be entitled to charge the Commission Fee.

Product listings and categories

6.12.The Seller shall ensure that a single Product may appear only once on the Shopfront. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such.

6.13.The Seller shall ensure that each of the 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 prohibited.

6.14.The Seller shall not use keyword spamming (i.e. 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.

6.15.In the event that the Seller is selling the same or similar Product(s) on the Site as another approved All Boogie Seller, any dispute that arises as a result (including in respect of Intellectual Property Rights) shall be dealt with directly between Sellers and All Boogie shall have no responsibility to mediate or otherwise preside over such dispute. All Boogie will have no liability whatsoever for any such scenario or any issues arising therefrom.

6.16.All new Products which the Seller wishes to sell on the Site must first be approved by All Boogie and All Boogie reserves the right to request Samples if necessary.

7.Shopfront

7.1.All Boogie has and shall at all times retain absolute discretion in relation to:

(a)the look, feel and content of the Site (including all Shopfronts);

(b)the inclusion, positioning, content, location and all other presentation of Seller Data including the right to remove Seller Data from the Site; and

(c)the Products made available on the Site (including the right to remove any Product from the Site or to not approve a Product which the Seller wishes to sell on the Site).

7.2.Subject to the Seller’s compliance with all other provisions of this Agreement, the Seller shall be free to style and brand its own Shopfront as it wishes.

7.3.The Seller shall not review Products appearing on its Shopfront either itself or by instructing a third party to do so and shall not otherwise seek to artificially increase the number of reviews of Products on its Shopfront (and for the avoidance of doubt this includes paying for reviews).

7.4.The Seller may apply for more than one Shopfronts by submitting a new Application Form to All Boogie. No additional Shopfront shall be authorised unless and until All Boogie, using its sole discretion, confirms in writing that it is approved.

7.5.Each Shopfront may contain up to 30 listings. The Seller may apply for more than 30 listings per Shopfront. No additional listings shall be authorised unless and until All Boogie, using its sole discretion, confirms in writing that they are approved.

7.6.The Seller undertakes and agrees at all times during the Term to:

(a)ensure that its Shopfront maintains a high standard of presentation and at all times accords with any applicable guidelines notified by All Boogie from time to time;

(b)comply with All Boogie’s reasonable instructions relating to the Shopfront.

7.7.All Boogie reserves the right to suspend the Seller’s Shopfront if the Seller is in breach of clause 7.6.

7.8.In operating its Shopfront, the Seller shall:

(a)if applicable, state clearly and prominently on the relevant Product page that such Product is a personalised or bespoke-made Product, and/or that such Product requires Customer approval prior to production, and the Seller must display the corresponding delivery times;

(b)if a Product is a Non-Cancellable Product, state clearly on the relevant Product page that such product cannot be cancelled by the Customer; and

(c)display estimated delivery times and postage and packing costs on the appropriate areas of the Shopfront.

7.9.The Seller shall not, on its Shopfront, CMS, any other place on the Site or in any other means of communication with the Customer, include any of the following:

(a)any direct or indirect link to other websites including the Seller’s own website;

(b)the Seller’s email address; or

(c)any other means by which a Customer could communicate directly with the Seller, other than through the CMS.

7.10.The Seller shall be entitled to amend and update information about its Products displayed on the Site and shall be responsible for designing, creating, managing and amending any bespoke graphics or product images, subject at all times to the Mandatory Policies.

8.Fees

8.1.The Charges shall be made up of the following:

(a)Commission Fee:

(i)The amount of the Commission Fee payable by the Seller will be as notified to the Seller during the application and acceptance process, or as may be amended from time to time in accordance with clause 20.

(ii)A Commission Fee is payable by the Seller on the value of the total amount payable by a Customer in relation to a Product sold through the Site by the Seller. The Commission Fee is calculated as a percentage of the value of a Product, including the delivery charges applying to that Product.

(iii)All Boogie shall pay the Seller for each relevant transaction less the Commission Fee on a weekly basis. Each payment shall be made between 15 – 21 days in arrears following the Seller’s confirmed acceptance on the CMS. Unless otherwise agreed in writing, all payments shall be made in GBP Sterling.

(iv)All Boogie shall return the Commission Fee paid on Products which the Customer returns and the Seller authorises for refund, subject always to the Seller paying the Refund Fee.

(b)Refund Fee:

(i)In the event that the price paid for a Product sold through the Site is refunded to the Customer, the Seller shall pay a Refund Fee to All Boogie.

(ii)The Refund Fee is not refundable under any circumstances.

(iii)The Refund Fee shall be an amount equal to 2.5% of the total amount refunded to the Customer, or such other amount as may be notified to the Seller in accordance with clause 20.

(c)Transaction Fee:

(i)All Boogie is charged a transaction fee of 2.5% on all payments made via the Site.

(ii)This Transaction Fee shall be payable by the Seller and deducted from the amount paid to the Seller pursuant to clause 8.1(a)(iii) above.

8.2.The amount of the Charges shall be as updated by All Boogie and notified to the Seller from time to time in accordance with clause 20.

8.3.Depending on your business status, All Boogie may be subject to and charge VAT on the Charges in which case the Seller shall pay VAT, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.

8.4.If the Seller fails to make a payment due to All Boogie under this Agreement by the due date (for example a Refund Fee), then, without limiting All Boogie’s other remedies available to it, All Boogie shall be entitled to cancel or suspend the provision of the Service until payment has been received in full or a satisfactory credit arrangement has been agreed.

8.5.All Boogie shall be entitled to deduct from any amounts owing to the Seller any sums that the Seller may owe to All Boogie at any time (for example a Refund Fee) and where the Seller has more than one Shopfront, All Boogie may offset amounts due from the Seller against payments due by All Boogie to the Seller in relation to the other Shopfronts.

8.6.The Seller agrees that All Boogie shall act as the Seller’s exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) via the Site.

8.7.Both parties acknowledge and agree that except as otherwise provided in this Agreement (and in acknowledgement that both parties are businesses), the duties of an agent implied by common law are expressly excluded. For the avoidance of doubt, All Boogie, acting as commercial agent of the Seller, is neither the buyer nor the seller of the Product(s) and is not a party to the contract of sale of Product(s) between the Seller and the Customer.

8.8.The Seller must confirm acceptance of a Customer’s order using the CMS and the relevant transaction must be recorded on the Seller’s designated CMS. Following such acceptance, payments for the relevant Product shall be made directly by the Customer

to All Boogie (acting as the Seller’s commercial agent). It is the Seller’s responsibility to monitor the CMS daily for Order Notifications.

8.9.The Seller agrees that the Customer’s obligation to pay is satisfied when the Customer validly pays All Boogie for the relevant Product. The Seller 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 All Boogie in accordance with this clause 8.

8.10.All Boogie may, from time to time, retain a portion of the payment due to the Seller in order to provide for refunds due or expected to be due to a Customer. If refunds exceed sales in a particular period, any future payments will be used to clear the negative balance and any excess will be paid when the next payment is due. All Boogie reserves the right to retain a payment for expected refunds for up to 8 weeks.

8.11.The Seller shall ensure the banking details provided to All Boogie are accurate and current. The Seller must notify All Boogie of any changes to its bank details immediately. The Seller shall be liable to pay for any banking charges or other administrative expenses incurred by All Boogie as a result of any inaccuracies in the Seller’s bank details.

9.Pricing

9.1.The price of each Product shall not exceed the price at which the Seller sells that Product on its own website or elsewhere.

9.2.The Seller’s prices as stated on the Site must include all taxes and any other additional charges (including but not limited to VAT). The only exception to this is delivery charges which, if such charges apply, must be itemised separately.

9.3.If the Seller is VAT registered, it must set the VAT rate at the level which is currently in force in the UK.

10.Marketing and promotion

10.1.The Seller shall be free to carry out its own marketing and promotion of the Shopfront.

10.2.The Seller may (and All Boogie grants the Seller the right to) for the duration of the Term advertise the Shopfront on third party websites, social media, product packaging, marketing literature and brochures and elsewhere by including a hyperlink to the Shopfront.

10.3.All Boogie are entitled to use any images which sellers have shown and displayed on their shopfront for social media marketing and promotion. The sellers images may be used on social media platforms such as Instagram, Facebook and any other social sites

which All Boogie will be promoting on. All Boogie have access and use of all images uploaded by the seller for marketing and promotion purposes.

11.Compliance with laws

11.1.The Seller shall:

(a)comply with all applicable laws as they may change from time to time including all applicable:

(i)UK and EU competition laws;

(ii)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;

(iii)consumer rights legislation;

(iv)modern slavery legislation; and

(v)anti-bribery legislation;

(b)comply with all Mandatory Policies as All Boogie may update them from time to time.

11.2.All Boogie may terminate this Agreement with immediate effect by giving written notice to the Seller if the Seller commits a breach of this clause 11.

12.Product liability and insurance

12.1.Unless otherwise agreed in writing by All Boogie, the Seller shall maintain product liability insurance for the duration of this Agreement of not less than £1million per annum with a reputable insurer and shall provide a copy of the insurance policy to All Boogie on request.

12.2.The Seller shall, immediately on becoming aware that a Product is faulty or defective or of a claim that a Product is faulty or defective, give notice to All Boogie of the details of the matter and afford access to All Boogie and permit copies to be taken of any materials, records or documents as All Boogie may require in connection with the faulty or defective Product or the relevant claim.

12.3.The Seller shall give any assistance that All Boogie reasonably requires to recall, as a matter of urgency, Products from the market. All Boogie reserves the right to take immediate and exclusive conduct of any Product recall.

12.4.The Seller undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any of the Products from the market. These records shall include records of deliveries to Customers (including details of batch numbers (where

appropriate), delivery date, name and address of Customer, and telephone number and e-mail address).

12.5.Where required by applicable laws and regulations, the Seller shall include appropriate instructions with the Product to ensure safe use.

12.6.The Seller shall indemnify and keen indemnified All Boogie against any liability incurred by All Boogie arising from any Product recall or from any fault or defect in the materials or workmanship of the Products or any claims that the Products are faulty or defective together with all costs, claims, demands and expenses arising out of or in connection with such Product recall or fault or defect.

13.All Boogie’s intellectual property

13.1.All Intellectual Property Rights in the Service and in any Software and/or Documentation belong exclusively to All Boogie and/or its third-party licensor(s) and shall remain vested in All Boogie or its third-party licensor (as appropriate).

13.2.All Intellectual Property Rights in the CMS belong exclusively to All Boogie and nothing in this Agreement shall be deemed to confer any rights in the CMS to the Seller.

13.3.All Intellectual Property Rights in All Boogie’s name, logo and branding are owned entirely by All Boogie. The Seller may only use such Intellectual Property Rights on promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with this Agreement and with All Boogie’s prior written consent.

13.4.All Intellectual Property Rights created by All Boogie in the provision of the Service will remain vested in All Boogie.

13.5.All Boogie hereby grants to the Seller a non-exclusive, non-transferrable, revocable licence to use the Software and the Documentation during the Term solely for the purpose of accessing and using the Service. Nothing in this Agreement will be deemed to grant the Seller permission or any other right to use any other Intellectual Property Rights of All Boogie.

14.Seller’s intellectual property

14.1.The Seller warrants as at the Commencement Date and each day during the Term that:

(a)it is the legal owner of all Intellectual Property Rights in and relating to the Products (which includes the data and information, including the Seller Data, relating to such Products), photographs, logos, images and copy that the Seller provides or uploads to the Site, and/or that the Seller possesses a valid licence to use such Intellectual Property Rights;

(b)making the Products available for sale on the Site and the use by All Boogie of the Seller’s Intellectual Property Rights pursuant to clause 14.4 shall not infringe the Intellectual Property Rights of any third party; and

(c)the Products are not replica or design copies of any other brand, designer or manufacturer.

14.2.The Seller shall indemnify and keep indemnified All Boogie against all damages, costs, claims, demands liabilities and expenses (including legal fees) suffered or incurred by All Boogie arising as a result of or in connection with a breach by the Seller of clause 14.1 or any claim from a third party that the Products infringe their Intellectual Property Rights (IPR Claim).

14.3.In the event of an IPR Claim, the Seller shall immediately make (without charge) such alterations, modifications or adjustments to the Products or the Shopfront as are necessary to rectify the infringement.

14.4.The Seller grants All Boogie a worldwide, irrevocable, royalty-free licence to access and use any content, including photos, that appear on the Seller’s Shopfront or in any other promotional material in All Boogie’s own editorial content or promotional activity relating to All Boogie, the Seller, the Seller’s business or the Products.

14.5.The Seller grants All Boogie a worldwide, irrevocable, royalty-free licence to use, license, disclose and distribute any information, data, comments or images provided by the Seller to All Boogie (including Seller Data) for any purpose (including disclosing information to third-party service providers so that such providers can contact the Seller about their products and/or services).

14.6.The Seller shall waive or shall procure the waiver absolutely of all moral rights arising under the Copyright, Designs and Patents Act 1988 in relation to the Seller Data and, so far as is legally possible, any broadly equivalent rights the Seller or its officers or beneficial owners may have in any territory of the world.

15.Data protection

15.1.All Boogie and the Seller acknowledge that for the purposes of the Data Protection Legislation, All Boogie is the controller and the Seller is the processor.

15.2.The Seller and All Boogie shall at all times comply with the Data Protection Legislation.

15.3.The Seller shall process any Personal Data relating to a Customer as may be shared with the Seller via the CMS when such Customer purchases a Product from the Seller through the Site 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.

15.4.Without prejudice to the generality of clause 15.2, the Seller shall in relation to any Personal Data processed in connection with this Agreement:

(a)process that Personal Data only on written instructions of All Boogie;

(b)keep the Personal Data confidential;

(c)comply with All Boogie’s data protection policy;

(d)comply with All Boogie’s reasonable instructions with respect to processing Personal Data;

(e)not transfer any Personal Data outside of the UK;

(f)assist All Boogie in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

(g)notify All Boogie without undue delay on becoming aware of a Personal Data breach or communication which relates to All Boogie’s or the Seller’s compliance with the Data Protection Legislation;

(h)at the written request of All Boogie, delete or return Personal Data (and any copies of the same) to All Boogie on termination of this Agreement unless required by the Data Protection Legislation to store the Personal Data for longer; and

(i)maintain complete and accurate records and information to demonstrate compliance with this clause 15 and allow for audits by All Boogie or All Boogie’s designated auditor.

15.5.The Seller shall ensure that it has in place appropriate technical or organisational measures, reviewed and approved by All Boogie, 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. Such measures may include, where appropriate:

(a)pseudonymising and encrypting Personal Data;

(b)ensuring confidentiality, integrity, availability and resilience of its systems and services;

(c)ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and

(d)regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

15.6.All Boogie agrees that the Seller may appoint such third-party processors of Personal Data as are required by the Seller to fulfil its obligations under this Agreement. The Seller confirms that it will enter into a written agreement, which incorporates terms which are substantially similar to those set out in this clause 15, with such third-party

processors. The Seller shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 15.

15.7.The Seller shall have personal liability for and shall indemnify All Boogie for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Seller or a third-party processor engaged by the Seller of the Data Protection Legislation.

16.Confidential information

16.1.Each party undertakes that it shall not at any time during the Term and for a period of two years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or Sellers of the other party, except as permitted by clause 16.2.

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

(a)to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16.2;

(b)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and

(c)with the other party’s prior written consent. The Seller hereby authorizes All Boogie (and its employees, officers, representatives, subcontractors and advisers) to hold and process the Seller Data.

16.3.No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

17.Liability

17.1.Nothing in this agreement shall limit or exclude the liability of either party for:

(a)death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b)fraud or fraudulent misrepresentation; or

(c)any matter in respect of which it would be unlawful to exclude or restrict liability.

17.2.Subject to clause 17.1, All Boogie shall not under any circumstances whatsoever be liable to the Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a)any loss of profit, sales, revenue, or business;

(b)loss of anticipated savings;

(c)loss of or damage to goodwill;

(d)loss of agreements or contacts;

(e)loss of use or corruption of software, data or information;

(f)any loss arising out of the lawful termination of this Agreement or any decision not to renew its term;

(g)any loss that is an indirect or secondary consequence of any act or omission of the party in question; or

(h)any liability incurred by the Seller to a Customer or to any other third party.

17.3.Subject to clause 17.1, the total liability of All Boogie to the Seller arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £10,000 for the entire Term.

17.4.The Seller acknowledges that the transmission of information via the Internet is not entirely secure and there is always a risk that communications by electronic means may not reach their intended destination, or may be delayed, for reasons outside of the control of All Boogie, and it is technically impossible to provide the Service entirely free of fault at all times.

18.Termination

18.1.Either party may terminate this Agreement by giving 30 days’ written notice to the other party.

18.2.Without affecting any other right or remedy available to it, All Boogie may suspend, restrict or terminate its provision of the Service or terminate the Agreement with immediate effect by giving written notice to the Seller if:

(a)the Seller commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified to do so;

(b)the Seller repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(c)the Seller suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 or otherwise enters any formal insolvency procedure;

(d)the Seller commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(e)the Seller suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(f)the Seller’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy;

(g)the Seller commits any breach of the Mandatory Policies;

(h)the Seller breaches any applicable law (including committing any offence under the Bribery Act 2010);

(i)All Boogie determines, in its sole discretion, that the Seller is no longer eligible or suitable for listing on the Site, or to receive the Service, changes; or

(j)All Boogie has the right to suspend or terminate as set out in the rest of the Agreement.

19.Obligations on termination

19.1.On termination or suspension of this Agreement for any reason:

(a)the Seller must immediately pay to All Boogie all Charges due up to and including the date of suspension or termination;

(b)the Seller shall remain liable to pay any outstanding refunds to Customers and associated Refund Fees;

(c)All Boogie shall cease to keep copies of any information provided or generated by the Seller; and

(d)the Seller shall continue to have access to the CMS for 30 days in order to pay any outstanding Charges and download any required information.

19.2.Termination, suspension or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

19.3.Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

20.Variation

20.1.All Boogie may update this Agreement (including the Charges) from time to time.

20.2.In the event that All Boogie wishes to exercise its rights under clause 20.1:

(a)All Boogie shall notify the Seller by email of any proposed changes;

(b)Subject to clause 20.3, any such notice shall set out the date that the changes will apply from, which shall be no less than 15 days from the date of the notice (Change Notice Period);

(c)if the Seller is required to make technical or commercial adjustments in order to comply with the proposed change, All Boogie shall provide a longer and a reasonable notice period before the change will come into effect;

(d)if the Seller does not agree to the proposed change, the Seller may terminate this Agreement by serving written notice on All Boogie during the Change Notice Period, in which case the Agreement shall terminate 15 days following receipt by All Boogie of the termination notice and clause 19 shall apply. In the event that the Seller does not give notice to terminate during the Change Notice Period, the Seller shall be deemed to have accepted the proposed change.

20.3.The Change Notice Period may be shorter than 15 days in the event that:

(a)All Boogie is required by law to give a shorter notice period; or

(b)All Boogie is required to change the Agreement to address an unforeseen and imminent danger that relates to defending the Service, the Site, Customers or Sellers from fraud, malware, spam, data breaches or other cybersecurity risks.

21.General

21.1.Force majeure. All Boogie shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

21.2.Inadequacy of Damages. Without prejudice to any other rights or remedies that All Boogie may have, the Seller acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Seller. Accordingly, All Boogie shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

21.3.Notices.

(a)Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by sent by email to the address specified in the Application Form.

(b)Any notice shall be deemed to have been received if delivered by hand, at the time the notice is left at the proper address, or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, or if sent by email, at the time of transmission, or, if this time

falls outside business hours in the place of receipt, when business hours resume (and business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the UK).

(c)This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21.4.Entire agreement. This Agreement, and the documents referred to in it, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or the documents referred to in it. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or the documents referred to in it.

21.5.Assignment and other dealings.

(a)All Boogie may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

(b)The Seller shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement .

21.6.No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in clauses 4.2, 5.2, 8.7 and 8.9.

21.7.Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21.8.Severence. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

21.9.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

21.10.Third party rights. Except as expressly provided elsewhere in this Agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

21.11.Governing law and jurisdiction.

(a)This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

(b)Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This document has been executed as a deed and is delivered and takes effect on the date of agreement (to continue to the shopfront setup.)