Conditions

Definitions and Interpretations

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

"Application Form" means the form accessible on the NOTHS Website to a prospective Seller which requires to be completed and agreed by the prospective Seller as a part of the application process, to include the appropriate Joining Fee by way of an offer to form a Contract with NOTHS;

"Cancellable Product" refers to any Products other than Non-cancellable Products;

"Charges" means the charges detailed in Charges by NOTHS or any amended versions of it or them brought into effect from time to time in accordance with clause 2.5;

"CMS" means the content management system provided by NOTHS to each Seller for management by the Seller of its Dedicated Marketplace Area and associated orders and transactions;

"Conditions" means these terms and conditions, including Service; Charges; Services Standards and the Policies or documents referred to in it, or any amended versions of it or them brought into effect from time to time in accordance with clause 2.5;

"Contract" means a contract between NOTHS and a Seller comprising these Conditions and the Application Form;

"Contract Term" means a period of twelve months, unless another period is advised in writing by NOTHS, from either (a) the date when NOTHS accepts the Seller's offer in accordance with clause 2.1 below, or (b) a subsequent Renewal Date;

"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 by means of the Service;

"Customer Terms" means the terms and conditions relating to a Customer set out at [insert link];

"Dedicated Marketplace Area" means an area of the Online Marketplace dedicated for use by NOTHS as part of the Service for the Seller to promote itself and its Products;

"Documentation" means any user guide, information or other material provided by NOTHS to prospective or actual Sellers, in hard copy or electronic form, relating to the Service;

"Information Policy" means any policy on the content and form of information that may be brought into effect from time to time in accordance with clause 2.5;

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

"Joining Fee" means the fee detailed as joining fee in the Charges, to be paid by a Seller at the time it confirms its Application Form to NOTHS;

"Non-cancellable Products" has the meaning ascribed to it in paragraph 5.2(a) of the Services Standards;

"NOTHS" means Notonthehighstreet Enterprises Limited (a company incorporated and registered in England and Wales with company number 5591382) whose registered office is at: First Floor, Lion House, Red Lion Street, Richmond, Surrey, TW9 1RE;

"NOTHS Website" means the NOTHS website whose worldwide web address is http://www.notonthehighstreet.com or such other worldwide web address that NOTHS, for whatever reason and at its sole discretion, selects as a replacement;

"Notonthehighstreet.com" means the trading name of the NOTHS Website;

"Online Marketplace" means the online marketplace provided by NOTHS through the NOTHS Website to facilitate the promotion and sale of Sellers' Products;

"Operational Service Date" means the date when the Service or any part of it is first made available to a Seller;

"Policies" means the policies (including the Information Policy and guides relating to content and style) published by NOTHS from time to time to which Sellers are obliged to comply with. The Policies are available at [insert link];

"Products" means the goods, services or information which Sellers wish to promote and sell through the Online Marketplace;

"Refund Fee" means the fee detailed as the refund fee in the Charges, to be paid by a Seller in respect of all product sales for which payment is subsequently refunded to the Customer;

"Returns & Refunds Procedures" means the procedures set out in paragraph 5 of the Services Standards relating to returns and refunds of Products to Customers;

"Renewal Date" means twelve months from the date NOTHS accepts the Seller offer in accordance with clause 2.1 below, or such other period as advised by NOTHS in writing, and each anniversary thereafter;

"Seller" means the person who applies to NOTHS for the provision to it of the Service and whom NOTHS enters into a Contract with on the basis of the details the Seller provides about itself and its Products to NOTHS;

"Seller Information" means information, data or content provided by the Seller in any form of medium, whether or not such information is owned by the Seller, contained in the Application Form or given by the Seller or on its behalf to NOTHS for use or publication on the NOTHS Website or in NOTHS's publicity and promotional material, or uploaded directly or on its behalf to the Seller's Dedicated Marketplace Area;

"Service" means the Online Marketplace and other services described in the Service description set out below;

"Services Standards" means NOTHS's policy on the levels of service to be provided by Sellers to prospective and actual Customers, as detailed in Services Standards or any amended versions of it brought into effect from time to time in accordance with clause 2.5;

"Single Commission Fee" has the meaning ascribed to it in paragraph 2 of the Charges section;

"Software" means any software installed by or on behalf of NOTHS that permits Sellers to access and trade through the Online Marketplace;

"Subscription Fee" has the meaning ascribed to it in paragraph 4 of the Charges section;

"Value Added Tax" value added, sales or services tax or any similar tax imposed in any jurisdiction; and

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

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

1.3 Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person includes an individual, company, corporation, firm or partnership.

1.4 References to any statute or statutory provision shall include

(a) any subordinate legislation made under it;

(b) any provision which it has modified or re-enacted (whether with or without modification); and

(c) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

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

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

2. Basis and duration of contract

2.1 A Contract shall not come into existence between NOTHS and a prospective Seller unless and until:

(a) NOTHS has received an Application Form from the prospective Seller completed to the satisfaction of NOTHS;

(b) the Joining Fee for the Contract Term has been paid by the Seller; and

(c) NOTHS has notified the prospective Seller concerned by e-mail or otherwise in writing indicating its acceptance of the request for Service comprised in the Application Form and its agreement on the basis of the information set out in the Application Form to supply the Service to such prospective Seller.

2.2 It shall be entirely within the discretion of NOTHS whether or not to accept a Contract with a prospective Seller.

2.3 Without prejudice to either party's right to terminate the Contract early in accordance with these Conditions, the duration of a Contract shall be for the initial Contract Term and the Contract shall thereafter be automatically renewed for successive Contract Terms on the Renewal Date unless and until either party notifies the other in writing at least 30 days prior to the expiry of the current Contract Term. Once a Contract has been concluded between NOTHS and a Seller, it shall continue in force and effect until it lapses or it is terminated in accordance with these Conditions or otherwise under common law or equity.

2.4 Subject to any amendment brought into effect in accordance with clause 2.5, the Contract will be subject to these Conditions to the exclusion of any terms and conditions implied by statute or otherwise and to any terms or conditions which the Seller purports to apply under any document whatsoever and whenever unless expressly agreed in writing by NOTHS.

2.5 NOTHS shall be entitled to amend from time to time the Conditions, the Charges and the Policies or all or any of them by posting amended versions of them on the CMS. The Seller acknowledges that it is its responsibility to check the NOTHS Website on a regular basis to make and keep itself aware and notified of any changes made by NOTHS to the Conditions, the Charges and the Policies or all or any of them.

3. Provision of the service

3.1 Once a Contract has been entered into between NOTHS and a Seller, NOTHS will:

(a) conditional upon payment by the Seller of the Joining Fee due for the Contract Term, provide a password so that the Seller may construct a Dedicated Marketplace Area and update the Dedicated Marketplace Area whenever such functions are made available by NOTHS;

(b) as from the commencement of the Services, provide the Service with reasonable skill and care; and

(c) use reasonable endeavours to restore any faults in the Service as soon as reasonably practicable. The Seller acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside NOTHS's control, and that it is technically impossible to provide the Service entirely free of fault at all times.

4. Seller's obligations

4.1 Performance of NOTHS's obligations towards a Seller whose application to receive Service has been accepted is conditional upon due performance of and/or compliance with the following obligations and restrictions by the Seller. The Seller hereby undertakes to:

(a) establish and maintain access to the World Wide Web at their own cost, including a computer and modem or other access device;

(b) ensure that at all times all computer hardware and software it uses to access and interoperate with the Online Marketplace is equipped and functions with up-to-date software, up-to-date internet browser software and up-to-date protection against Viruses;

(c) ensure that all communications with NOTHS are submitted through the CMS and to ensure that information supplied electronically to NOTHS and to the NOTHS Website is submitted free from Viruses;

(d) ensure that all Seller Information provided about itself and the Products it wishes to promote through the Online Marketplace is true, accurate, current and complete and to update the information contained within the CMS promptly with any changes to such information;

(e) comply at all times with NOTHS's current Policies and all applicable laws, regulations (including product safety and product marking laws and regulations) and Trading Standards requirements;

(f) ensure that the Seller's Dedicated Marketplace Area maintains a high standard of presentation and at all times accords with the applicable Policies, including in relation to the form and content of copy and product imagery;

(g) comply with NOTHS's reasonable instructions concerning the Dedicated Marketplace Area and any failure to maintain suitably high standards of page presentation may result in the de-activation of the Dedicated Marketplace Area until standards have been improved;

(h) not use the CMS or NOTHS Website beyond the scope of use set out in the Contract;

(i) not include within the Member's Dedicated Marketplace Area any direct or indirect link to other websites including the Seller's own website;

(j) fully acknowledge the IPR in the CMS are vested exclusively in NOTHS and nothing in the Contract shall be deemed to vest any rights in the CMS in the Seller;

(k) not access the CMS unlawfully, modify or make derivative works based on the CMS nor attempt to reverse engineer or access the CMS with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the CMS. The Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that NOTHS shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause;

(l) ensure that any and all Seller technical and administration systems relating to NOTHS, including the running of the Dedicated Marketplace Area, the dispatch of Products and the response to all Customer enquiries regarding products sold through NOTHS, be maintained effectively for the Contract Term in accordance with, but not limited to, the Services Standards;

(m) accurately provide and frequently check such details of their business banking account as are required or requested by NOTHS in order that payment may be processed to the Seller in respect of product sold through the Online Marketplace;

(n) recognise that the IPR in the NOTHS name, logo or branding are owned entirely by NOTHS and the Seller may only use the NOTHS name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with the express prior written consent of NOTHS;

(o) permit NOTHS to access and use any content that appears on the Seller's Dedicated Marketplace Area or other promotional material in NOTHS's own editorial content or promotional activity relating to the Seller, its business and Products;

(p) permit, comply with and cooperate with all activities undertaken by NOTHS to promote, sell or market the Sellers products, whether directly from the NOTHS website or through websites or offline publications not owned or operated by NOTHS;

(q) ensure that all IPR in the data, photographs and/or other materials are owned by the Seller and or the Seller has obtained the relevant transferable licenses to use the same to enable NOTHS to use these on the Dedicated Marketplace Area and as otherwise agreed in these Conditions;

(r) ensure that all items offered for sale by the Seller are not replica or design copies of any other brand, designer or manufacturer, and that no brand name or trademark not owned by the Seller is used in connection with Products, whether by implication or actual use, unless written permission is provided to NOTHS prior to offer for sale;

(s) not sell their Products through any other marketplace-type websites or catalogues unless approved by NOTHS, in its sole discretion, in writing. Any approval is likely to be withheld if NOTHS deems the website or catalogue is in any way competitive to the NOTHS website. For the avoidance of doubt, Sellers may sell Products through their own websites, to local retailers, galleries, trade or craft fairs and through the websites known as Ebay.co.uk, Etsy.com or Amazon.co.uk. Any breach of this clause shall be deemed to be a material breach and NOTHS reserves the right to de-activate a Seller's Dedicated Marketplace Area for such period as the Seller's Products are listed on a competitor marketplace or catalogue;

(t) subject to clause 4.1(s), sell their Products only through their own paper catalogue or through the paper catalogue produced and distributed through NOTHS. The Seller may not sell or promote their Products through any other catalogue where the contract of sale is made directly between the Seller and the Customer;

(u) not sell its bestselling Products, as determined by NOTHS in its sole discretion to any high street chain stores, department stores or their respective websites;

(v) recognise and comply with clauses 4.1 (w) and 4.1(x) relating to original ideas whereby the Seller undertakes to make every effort to not replicate the original ideas, imagery and copywriting of other Sellers;

(w) not upload any duplicate products that are featured by another Seller in the paper catalogue produced and distributed through NOTHS for the duration of the period that the catalogue is deemed to be 'live' (usually eight weeks from distribution of the catalogue). Any duplicate catalogue products uploaded in this way will be suspended from the Dedicated Marketplace Area until the end of the catalogue period; and

(x) conduct itself at all times in its relations with NOTHS and NOTHS' staff, Customers and other Sellers strictly in accordance with a guiding principle of respect and mutual co-operation. In no circumstances will any impolite or abusive communications be tolerated and NOTHS reserves the right to immediately de-activate a Seller's Dedicated Marketplace Area and/or terminate the Contract in the event of any breach by the Seller of this clause.

4.2 Without prejudice to the Seller's obligation to comply with any Policies, the Seller agrees and undertakes with NOTHS that none of its Seller Information nor any of the Seller's activities or use of the NOTHS Website (including its use of its Dedicated Marketplace Area), will:

(a) be false, inaccurate or misleading;

(b) be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;

(c) be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party's IPR, or other proprietary rights or rights of publicity or privacy;

(d) be fraudulent or involve the sale of counterfeit or stolen items;

(e) be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, consumer protection, advertising and requirements of Trading Standards);

(f) be in breach of the Policies;

(g) adversely affect the reputation of NOTHS or the NOTHS brand;

(h) create, or be likely to create, liability for NOTHS or cause NOTHS to lose (in whole or in part) the services of its internet service or other suppliers;

(i) contain any Virus; and

(j) cause the NOTHS Website or the Online Marketplace or their functionality to be interrupted, damaged or impaired in any way.

4.3 The Seller hereby acknowledges that NOTHS:

(a) has entire discretion whether to invite or select prospective Sellers to subscribe to use of the Service and whether to conclude a Contract with a prospective Seller;

(b) may terminate a Contract with a Seller should, in NOTHS's sole discretion, that Seller's eligibility to receive the Service and be listed on the Online Marketplace change;

(c) may immediately suspend or terminate the Seller's subscription and use of the Service in the event NOTHS reasonably believes or suspects that any Seller Information is in breach of NOTHS's Information Policy or the provisions of clause 4.2 above;

(d) has absolute discretion as to the look, feel and content of the NOTHS Website (including all Dedicated Marketplace Areas) as well as full and final say in the inclusion, positioning, location and all other presentation of Seller Information (including in NOTHS' sole discretion the right to remove any Seller Information from the NOTHS Website at any time during the Contract Term) and NOTHS reserves the right to remove any Product from the NOTHS Website at its sole discretion;

(e) shall be under no obligation to refund any Charges in the event of termination of the Contract by the Seller, for whatever reason;

(f) has no responsibility for the formation and performance of any contract entered into between the Seller and any Customer from it; and

(g) has no responsibility for the provision, support and maintenance of any of the Seller's hardware or software used to provide the Seller with access to the internet or the NOTHS Website or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Seller.

4.4 The Seller acknowledges and agrees that the terms and conditions relating to any such contract shall compromise of the Customer Terms, Services Standards, the email confirmation relating to the Customer's order and the applicable details on the product page and the Seller agrees to be bound by all such provisions.

4.5 Subject to clause 4.1(w), if a Seller wishes to promote the same Product(s) on the NOTHS Website as another Seller, it shall be solely the responsibility of the Sellers to resolve between themselves any conflict arising in this respect. NOTHS shall have no liability for any such scenario or any issues arising from it and NOTHS will act in accordance with our Intellectual Property Policy.

4.6 The Seller shall comply with all applicable standards, regulations and other legal requirements concerning the manufacture, packaging and delivery of the Products it sells.

4.7 All Products sold by the Seller shall be marked in accordance with any applicable regulations and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course. Where necessary, appropriate instructions shall be included to ensure the safe use of the Products. Should any Product(s) sold by the Seller be of a type that requires certification or CE marking the Seller shall inform NOTHS and shall ensure that the Product(s) in question comply with any such requirements and are certified or marked as appropriate.

4.8 Products promoted on the NOTHS Website which are perishable or edible and cosmetics designed for topical application to the skin may not be delivered to any address outside of the UK.

4.9 If any claim is made against NOTHS arising out of or in connection with any defect in the Products or any failure by the Seller to ensure that the Products are appropriately marked or certified in accordance with applicable British or European standards, the Seller shall indemnify NOTHS and hold harmless NOTHS against and any and all liabilities, costs, expenses, fines damages and losses (including any direct, indirect or consequential losses) it incurs in connection with the claim or paid or agreed to be paid by NOTHS in settlement of the claim and all legal or other expenses incurred by NOTHS in or about the defence or settlement of the claim. NOTHS shall notify the Seller in writing as soon as practicable after becoming aware of the claim.

4.10 The Seller shall comply with NOTHS' reasonable instructions relating to any product recall and in any event NOTHS reserves the right to take immediate and exclusive conduct of the product recall on notice to the Seller, in which case the Seller shall give such assistance as NOTHS may reasonably require for the purpose of recalling the Products.

4.11 The Seller shall maintain appropriate, up to date and accurate records to enable the immediate recall of any of the Products.

5. security

5.2 The Seller:

(a) is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service to it and access to the Dedicated Marketplace Area (which responsibility shall include the obligation to change passwords on a regular basis) and shall take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised third parties;

(b) shall inform NOTHS immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way;

(c) shall inform NOTHS immediately if the Seller forgets or loses a password and must satisfy such security checks as NOTHS may operate; and

(d) shall ensure that the CMS and its content remains entirely confidential and that no other person beside those in the Seller's employment has sight of the CMS or any of its content.

5.2 NOTHS reserves the right:

(a) to suspend access to the Service if at any time NOTHS considers that there is or is likely to be a breach of security, in which event NOTHS will notify the Seller of the suspension and any steps to be taken by it as soon as reasonably practicable; and

(b) to require the Seller to change any or all of the passwords used by the Seller in connection with the provision of the Service and access to the Dedicated Marketplace Area, in which event NOTHS will notify the Seller of the requirement to change passwords and any steps to be taken by it as soon as reasonably practicable.

6. charges and payment terms

6.1 The Seller shall pay the Joining Fee which is a non-refundable one-off payment and the Single Commission Fee all in accordance with these Conditions. All Charges are subject to VAT.

6.2 If the Seller does not pay the Charges by the applicable due date, NOTHS shall, without prejudice to its other rights and remedies, be entitled to immediately terminate the Contract and may claim damages from the Seller.

6.3 Payment for Products on the NOTHS Website shall be made directly by a Customer to NOTHS, once the Seller has confirmed acceptance of the order using the Seller CMS and the relevant transaction shall be recorded on the Seller's designated CMS. The Seller must check the CMS daily for alerts of new orders.

6.4 In addition NOTHS shall notify the Seller by email of orders awaiting acceptance by the Seller, but NOTHS does not warrant the reliability of email communications.

6.5 Following receipt of such notification the Seller shall confirm its acceptance or rejection or each and every order with the Customer, using the Seller's Dedicated Market Place Area, and provide an estimated dispatch date.

6.6 Upon dispatch of each order, the Seller shall further confirm with the Customer, through their Dedicated Market Place Area or CMS, the expected delivery date in accordance with the timetable set out in the Standards of Service Policy.

6.7 NOTHS shall pay the Seller for the relevant transaction less the Single Commission Fee and less the applicable VAT weekly (15-21 days in arrears) on all orders confirmed through the CMS as dispatched by the Seller on the first applicable payment date following the date on which NOTHS receives payment from the Customer for the relevant Products. From time to time NOTHS may retain a portion of the payment due to the Seller in order to provide for refunds due or expected to be due to Customer in the ensuing period. Each such retention will be held for no longer than eight weeks before being repaid to the Seller.

6.8 NOTHS reserves the right to charge the Seller Subscription Fees upon providing the Seller with 30 days written notice.

6.9 The Seller shall provide to NOTHS all banking details by entering them into the correct area of the CMS and provide any other information as may be required by NOTHS in order to make such payment.

6.10 The Seller shall ensure that such bank details are kept up to date and shall immediately notify NOTHS of any changes. The Seller shall be responsible for paying any banking charges or other administrative expenses incurred by NOTHS as a result of any inaccuracies in the bank details notified to NOTHS.

6.11 From time to time NOTHS may run promotions on all, or part, of the NOTHS Website which promotions shall be apart from, and in addition to, any promotions operated by sellers in their Dedicated Marketplace Areas. NOTHS' promotions will involve offering Customers either free delivery or discounted prices on all Products purchased during the period of the promotion as follows:

(a) for free delivery promotions, where NOTHS offers free delivery on specified Products or orders and the cost of delivery is to be paid by the Seller, the cost of delivery that would normally be charged to the Customer and paid to the Seller will instead be paid by NOTHS and NOTHS shall pass payment to the Seller for the relevant specified Products or orders to the Seller in accordance with clause 6.7 less the relevant cost of delivery Sellers who do not wish to participate in these free delivery promotions will be able to 'opt out' by temporarily de-activating their Dedicated Marketplace Area for the duration of the promotion;

(b) for each of:

i) free delivery promotions, where the cost of delivery is to be paid by NOTHS (at its own expense) the cost of delivery with applicable VAT that would normally be charged to the Customer and paid to the Seller; and

ii) discounted price or other promotional offers made available to the Customer by NOTHS, the cost of promotional offer that would normally be charged to the Customer and paid to the Seller,

will instead be credited against the Charges which would otherwise be payable by the Seller to NOTHS and NOTHS shall pass payment to the Seller for the relevant specified Products or orders to the Seller together with the value of any such credit in accordance with clause 6.7.

6.12 The Seller shall make all payments to NOTHS due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.

6.13 Unless specified otherwise, all Charges are shown exclusive of any VAT or other similar taxes or levies all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point in addition to the Charges themselves. Unless specified otherwise, all charges are subject to VAT.

6.14 If any sum due from the Seller to NOTHS under the Contract is not paid on or before the due date for payment then all sums then owing by the Seller to NOTHS shall become due and payable immediately and, without prejudice to any other right or remedy available to NOTHS, NOTHS shall be entitled to:

(a) cancel or suspend its performance of the Contract or any order including suspending provision of the Service until arrangements as to payment or credit have been established which are satisfactory to NOTHS; and

(b) charge the Seller the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

7. Returns and refunds

7.1 Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided by the Seller to a Customer shall be dealt with directly between the Seller and the relevant Customer.

7.2 Following receipt of a request for a refund or return by a Customer, the Seller shall initiate the refund directly in accordance with the Returns & Refunds Procedures using the Seller's designated CMS.

7.3 Subject to the provisions of Returns & Refunds Procedures, as displayed on the NOTHS Website from time to time, NOTHS shall approve such refund.

7.4 The Single Commission Fee paid in respect of the refunded Products will be returned to the Seller minus the Refund Fee which is not refundable under any circumstances.

8. confidentiality

8.1 Both parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under the Contract or in relation to the Services and except in accordance with the Contract will not disclose that information to any person (other than their employees or professional advisers or their suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Seller authorises NOTHS (including its employees, agents and contractors) to hold and process Seller Information.

8.2 The obligations of confidentiality under the Contract shall not extend to any matter which either party can show:

(a) is in, or has become part of, the public domain other than through a breach of the Contract or other confidentiality obligations;

(b) was lawfully in the possession of the recipient before the disclosure under the Contract took place;

(c) was independently disclosed to it by a third party entitled to disclose the same;

(d) was disclosed in accordance with clause 11.8; and

(e) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

8.3 The obligations of confidentiality under the Contract shall remain in effect for two (2) years after the termination or expiry of the Contract.

9. exclusion and limitation of liability

9.1 Nothing in these Conditions or under the Contract excludes or limits the liability of NOTHS for death or personal injury caused by NOTHS's negligence, for fraudulent misrepresentation, or any other liability which cannot be excluded by law.

9.2 Subject to clauses 10.1 and 10.3, NOTHS's total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Contract shall be limited in aggregate to a maximum of &£:10,000.

9.3 Subject to clause 10.1, NOTHS shall not be liable to the Seller for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) which arises out of or in connection with the Contract, or for any liability incurred by the Seller to a Customer or to any other person howsoever arising from the provision of the Service or otherwise.

10. intellectual property rights

10.1 All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of NOTHS or its licensors as appropriate.

10.2 Any IPR created by NOTHS in the course of the performance of the Contract or otherwise in the provision of the Service shall remain NOTHS's property.

10.3 NOTHS hereby grants to the Seller a non-exclusive, non-transferable revocable and limited licence for the duration of the Contract only to use any Software or Documentation for the sole purpose of accessing and using the Service. Subject thereto, nothing in the Contract shall be deemed to have given the Seller a licence or any other right to use any of NOTHS's IPR.

11. SELLER's IPR warranty and indemnity

11.1 The Seller warrants to NOTHS that it is the legal beneficial owner of all the IPR and/or possesses a valid licence to use the IPR in the materials which include the data, information (including Seller Information), photographs, logos and images it provides or uploads to NOTHS and the use of its IPR by NOTHS pursuant to these Conditions will not infringe IPR owned by any third party and that there is and will be no claim against NOTHS by any third party arising in relation to its IPR.

11.2 The Seller shall indemnify NOTHS and hold NOTHS harmless against any and all damages liabilities, costs, expenses and losses arising out of or relating to any non-compliance with clause 12.1 in respect of any claim or action that the normal operation possession or use of those IPR ("IPR Infringement Claim") by NOTHS infringes a third party's rights.

11.3 Should NOTHS become aware of any IPR Infringement Claim they shall notify the Seller as soon as reasonably practicable.

11.4 NOTHS shall be entitled to take sole conduct of the defence to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion.

11.5 At the request of NOTHS, the Seller shall take the conduct of the defence to any claim or action in respect of any IPR Infringement Claim and shall not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise such claim or action except upon the express written instructions of NOTHS, such instructions not to be unreasonably withheld or delayed.

11.6 The Seller shall give NOTHS such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.

11.7 In the event of an IPR Infringement Claim the Seller shall forthwith make without charge to NOTHS such alterations modifications or adjustments to the IPR as shall be necessary to make them non-infringing.

11.8 For the avoidance of doubt, where photographs or images of the Seller's Products are produced by NOTHS or its agents, all IPR in such photographs or images shall be the sole property of NOTHS. As such, the use of any images produced by NOTHS may not be used for any purpose other than for display on the NOTHS Website or in printed material produced by NOTHS. NOTHS reserves the right to charge the Seller a licence fee in respect of any use of NOTHS' photographs or images in contravention of this clause.

The Seller grants to NOTHS, Holly Tucker and Sophie Cornish a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use, disclose and distribute any information (including Seller Information), data, comments or images provided by the Seller to NOTHS for any purpose. The Seller hereby waives their rights to be acknowledged as the author of their Seller Information and to object to potentially derogatory treatment of their Seller Information by NOTHS, Holly Tucker and/or Sophie Cornish.

11.10 This clause shall survive termination or expiration of these Conditions.

12. subcontracting, assignment and third party rights

12.1 The Seller shall not be entitled to assign, charge, subcontract or transfer the Contract or any part of it without the prior written consent of NOTHS.

12.2 NOTHS may assign, charge, subcontract or transfer the Contract or any part of it to any person.

12.3 No term of the Contract shall be enforceable by any third party (which for these purposes includes any employee, officer, agent, representative or sub-contractor of either NOTHS or the Seller) under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13 matters beyond the reasonable control of NOTHS

13.1 NOTHS reserves the right to suspend or to cancel the Contract in whole or in part (without liability to NOTHS) if it is prevented from or delayed in the carrying on of its business and its obligations under the Contract due to circumstances beyond its reasonable control including, acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of NOTHS continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Contract.

14. breach of contract or insolvency

14.1 NOTHS may immediately suspend provision of the Service or cancel any outstanding provision of the Contract or by notice in writing to the Seller terminate the Contract without liability to NOTHS if the Seller:

(a) commits a material breach of the Contract (including a material breach of any of the Policies), which is capable of remedy, and fails to remedy the breach within fourteen (14) days of a written notice to do so;

(b) commits a material breach of the Contract (including a material breach of any of the Policies) which is incapable of remedy;

(c) adversely affects NOTHS or the NOTHS brand in NOTHS's sole opinion;

(d) fails to pay any sum payable to NOTHS under the Contract within seven working days of its due date for payment in accordance with these Conditions; and

(e) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Seller.

14.1 Notwithstanding any such termination or suspension in accordance with the foregoing clause

14.2 the Seller shall pay NOTHS all Charges due for the provision of the Service up to and including the date of suspension or termination, and the termination of the Contract for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any such owing or to become owing to the other.

15. general

15.1 A waiver by either party of any breach of the Contract or delay in enforcing any breach shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

15.2 If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.

15.3 Notices given under the Contract must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of NOTHS, to its registered address or any alternative address NOTHS notifies to the Seller in accordance with this provision and, in the case of the Seller, to the address which it provides on the CMS or any alternative address the Seller notifies to NOTHS in accordance with this provision.

15.4 Notices may be sent by email provided that, to be effective, the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a return receipt or acknowledging e-mail.

15.5 The relationship of NOTHS (and its employees) to the Seller will be that of independent contractor and nothing in the Contract shall render NOTHS (nor its personnel) as an employee, worker, agent or partner of the Seller or Customer. Subject to any express provision in the Contract to the contrary or at NOTHS' reasonable discretion, neither party shall have any right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the other party in any way.

16. law and jurisdiction

16.1 The Contract and any non-contractual obligations relating to or arising under the Contract shall be governed by English law.

16.2 The Contract and any dispute relating to or arising under the Contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.

Service

1. The NOTHS Website http://www.notonthehighstreet.com which is owned by NOTHS and through it NOTHS can provide its Sellers with access to a range of resources which comprise the Service, including a selling forum (the Online Marketplace), marketing support, customer services support, various communications tools, branded programming and personalised content.

2. NOTHS reserves the right to revise or alter the Service at any time. Any variation in Service will be subject to the Conditions.

3. The NOTHS Website is only a venue and marketplace which acts as a venue to allow registered Sellers to offer and sell their Products direct to Customers. Accordingly:

3.1 any contract to sell and buy Seller Products is concluded directly between the Seller and Customer concerned;

3.2 NOTHS does not systematically review listings provided by users of the NOTHS Website;

3.3 Products offered for sale through the NOTHS Website are neither owned nor come into the possession of NOTHS at any time;

3.4 NOTHS cannot and does not accept any responsibility for ensuring that Sellers and potential Customers conclude any transaction or perform their respective obligations under any contract concluded between them to sell and buy Products; and

3.5 NOTHS may from time to time introduce a Seller to third parties with whom special terms have been arranged unique to Sellers. Any contract entered into between Sellers and any such third party is concluded directly between the Seller and the third party concerned and NOTHS cannot be involved in the fulfilment or liability for any such contracts.

4. The Service allows Sellers to offer their Products as part of an 'always on' detailed electronic online catalogue containing categories and sub-categories, so that Sellers may display their Products in the most appropriate categories, and with product information, pictures and promotions uploaded by them.

5. Sellers can amend and update information about their Products displayed on the Online Marketplace and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies.

Charges

1. Joining Fee

1.1 The Joining Fee to be paid once at the time of confirmation of the Application Form is the relevant amount agreed in writing between NOTHS and the Seller and is subject to VAT. The Joining Fee a one-off non-refundable fee (under any circumstances).

2. Single Commission Fee

2.1 A Single 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 NOTHS Website by a Seller, in accordance with clause 6.7 of the Contract. The Single Commission Fee is calculated as a percentage of the value of Products sold at a rate agreed in writing between NOTHS and the Seller at the time of joining or at the time of renewal. The Single Commission Fee is subject to VAT.

2.2 NOTHS will refund monies paid and received by them in respect of sold Products which are subsequently returned by the Customer and authorised for refund using the designated CMS for good reason by the Seller in accordance with clause 7 the Contract.

3. Refund Fee

3.1 The Seller shall pay a Refund Fee to NOTHS (currently 2.5% of the total amount refunded and is subject to VAT) where the price paid for a Product sold through the NOTHS Website is refunded to the Customer. The Refund Fee is not refundable under any circumstances.

4. Subscription Fee

4 NOTHS reserves the right to introduce a Subscription Fee to be payable by the Seller for use of the NOTHS Website or services provided by NOTHS.

Standards of Service

The aim of NOTHS's Services Standards is simply to ensure all Sellers provide all Customers, that visit and use the NOTHS Website to buy Products, with a good service and to ensure that there are a minimum of Customer complaints. If and to the extent there is a conflict or inconsistency between the Conditions and these Services Standards, the Services Standards shall prevail to the extent of the conflict or inconsistency. Sellers are solely responsible for ensuring that their businesses are compliant with all applicable laws and regulation. As such, NOTHS highly recommends that Sellers obtain appropriate legal advice to ensure that the Services Standards are fully complied with.

The defined terms used in the Conditions shall also apply to these Services Standards.

1. Delivery/post and packing

1.1 A range of delivery/post & packing options will be available for the Seller to choose to display on the Seller's Dedicated Marketplace Area. The Seller may choose to offer any appropriate option for the Seller's Products.

1.2 The NOTHS Website will automatically 'cap' delivery charges on any order to override individual Seller limits so that:

(a) the Seller's charges must comply with the charges set out in the relevant area of the CMS and the Seller may charge no more than: (i) £2.95 for delivery/postage & packing for any large sized standard UK order; and (ii) £2.45 for delivery/postage & packing for any medium sized standard UK order; and

(b) if an order is for a value of £30 or more (including VAT where applicable and any other applicable sales taxes), the Seller may not make any charge for delivery/postage & packing. The NOTHS Website will automatically show this charge as zero at the checkout.

1.3 The Seller may also charge the appropriate additional 'Express Delivery' or 'Guaranteed Delivery' charge but this must be done in accordance with the published charges displayed on the NOTHS Website.

1.4 The Seller may also charge the appropriate additional 'International Delivery' charge but this must be done in accordance with the published charges displayed on the NOTHS Website.

1.5 These delivery, postage and packing terms can be varied in exceptional cases only at the discretion of NOTHS where, for instance, Products are heavy, fragile, bulky or precious or perishable. Permission must be requested through the CMS to arrange this.

1.6 From time to time NOTHS may offer the Customer free delivery on certain Products or orders. The Seller may not alter its delivery prices at this time in any way that may increase the Seller's profitability on any such orders for Products.

2. Payment

2.1 Payment for Products by Customers through the NOTHS Website will be through one of a range of credit and debit cards using NOTHS's current online payment processing system.

3. Customer Relations

3.1. The Seller will:

(a) display the Seller's expected delivery times and postage and packing costs on the appropriate areas of the Seller's Dedicated Marketplace Area;

(b) if the Seller produces personalised or specially-made items, the Seller must clearly display the specific delivery times and that such items are Non-cancellable Products and can't be cancelled by the Customer;

(c) respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one working day;

(d) advise NOTHS of any escalated unresolved Customer enquiries; and

(e) conform to all applicable legislation and regulations including, as a minimum, those which relate to distance selling, data protection and e-commerce regulations.

3.2 The Seller shall ensure that any and all correspondence sent to a Customer shall be via the CMS or if that is not possible then any and all correspondence shall include a reference to notonthehighstreet.com. Materials are available to purchase on the CMS to help the Seller fulfil this obligation.

3.3 The Seller shall ensure that any and all correspondence sent to a Customer must not include reference to the Seller's own website, email address or other promotion of services outside of NOTHS. Any such reference would be in direct contravention of the Seller's Contract with NOTHS.

3.4 The Seller may not contact the Customer by email or any other means for any reason other than to discuss the processing and progress of the NOTHS order. The Customer has subscribed and/or registered with notonthehighstreet.com only and a Seller who uses the Customer's email contact details to promote their business outside of the Dedicated Marketplace Area without gaining the Customer's permission may be in breach of UK privacy legislation.

4. Order Processing Information

4.1 Once the Seller has confirmed acceptance of an order through the CMS:

(a) the Seller is:

(i) obliged to fulfil the Customer order which the Seller has accepted;

(ii) to confirm the time and method of dispatch; and

(iii) to dispatch the Customer order for receipt within three to five days of accepting the Customer order unless otherwise agreed with the Customer;

(b) the Seller must notify the Customer promptly through the CMS at each of the following stages:

(i) receipt of order notification;

(ii) dispatch of order with expected delivery date;

(iii) any enquiries relating to the order;

(iv) receipt of an item that has been returned to the Seller; and

(v) processing of an exchange or refund,

(c) the Seller must include with all orders the appropriate NOTHS co-branded dispatch letter, and such additional documentation as may be provided by NOTHS; and

(d) the Seller must not include any other materials with the package or order delivered to the Customer.

5. Returns and Refunds

5.1 The Seller must only process refunds, for legal reasons, through the CMS and NOTHS's current online payment provider in accordance with the instructions as laid out in the Seller's designated CMS. The Seller shall not issue refunds by cheque or other means.

5.2 The Seller shall ensure that returns and refunds relating to orders shall be processed in accordance with the following terms and conditions:

(a) by law, the Customer may not cancel, return or obtain a refund in relation to the following Products (unless such Product is faulty):

(i) personalised items that are specifically made to a Customer's specification (e.g. a custom made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components. NOTHS shall determine in its sole discretion as to whether a Product is or is not a personalised item. For the avoidance of doubt, items with hygiene seals are a Cancellable Product unless they are personalised items;

(ii) perishable items, including food and flowers;

(iii) audio or video recordings or computer software which a Customer has unsealed;

(iv) newspapers, periodicals or magazines; and

(v) items that by their nature cannot be returned (such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied (e.g. nylon tights)), (each a "Non-cancellable Product").

(b) subject to paragraph 5.2(c) below, the Seller shall provide Customers with a 28 day period from the receipt of a Cancellable Product in which Customers can cancel their order and return the Product to the Seller and obtain a refund;

(c) for a Product purchased from a wedding list by a Customer, the recipient of such Cancellable Product will have a period of 56 days following the date of purchase of the Product to return them to the Seller for a refund or replacement;

(d) purchasers of a Product from a wedding list shall be able to cancel an order for a Cancellable Product within 56 days from the date of purchase and either obtain a refund (the refund will be applied using the purchaser's initial payment method) or contribute the value of such Cancellable Product to the applicable holder of the wedding list for purchases relating to their wedding list. Where a purchaser has chosen to cancel an order for a Cancellable Product NOTHS shall refund the Seller the Single Commission Fee less the Refund Fee;

(e) if the Customer requests a refund for a Cancellable Product then such refund shall be processed by the Seller (or NOTHS, see paragraph 5.3 below) as soon as possible and in any case no later than 30 days from the instruction to cancel the Cancellable Product from the Customer;

(f) if the Customer requires a refund because a Product is faulty, postage and packing costs must be refunded to the Customer along with the full cost of the Product within: (i) 24 hours if the Customer notifies the Seller within 28 days of the Customer receiving the Product; (ii) 30 days if the Customer notifies the Seller between 29 days to 6 months of the Customer receiving the Product;

(g) subject to paragraph 5.2(f) a Customer shall be required to return a Product which it has cancelled or is faulty and in relation to a Cancellable Product the Customer will be responsible for payment of the delivery, postage and packaging charges relating to the return of such Cancellable Product (unless the Cancellable Product has not arrived in which case such costs shall not apply). If the Customer fails to return the Product the Seller (or NOTHS) may charge the Customer for the direct costs of recovery of such Product; and

(h) a Refund Fee will be charged for any item returned and refunded in accordance with this policy. The Refund Fee is not refundable.

5.3 NOTHS may process a refund for a Product on the Seller's behalf to a Customer where:

(a) the Seller asks NOTHS to process such refund to a Customer from funds of the Seller held by NOTHS or upon payment of such refund amounts to NOTHS by the Seller (including the applicable Refund Fee); or

(b) in NOTHS opinion, a Seller has not acted in accordance with the Returns & Refunds Procedures or the Conditions, in which case NOTHS shall be reimbursed from funds of the Seller held by NOTHS or the Seller shall be obliged to reimburse NOTHS for such refund (including the applicable Refund Fee).

6. Pricing

6.1 The Seller's prices must be fully inclusive of all taxes and additional charges. The only exception to this is postage and packing, which the Seller will show separately and in accordance with paragraph 1.2 of the Services Standards.

6.2 If the Seller is VAT registered, the Seller should set the VAT rate at the level which is currently in force in the UK with respect to the Seller's Products. As stated in the shopper terms, the shopper accepts that product prices in their selected currency do not vary according to their location; delivery charges will vary depending on the destination. For delivery destinations within the EU prices include VAT or other sales taxes where applicable. For delivery destinations outside the EU, prices do not include VAT or other sales taxes. The Seller is solely responsible to ensure that the Seller fully complies with current VAT regulations and account for VAT correctly.

6.3 The Seller's pricing should be consistent over a reasonable period of time. The Seller may reduce the Seller's prices for speedy or improved sales, but the Seller can't change prices frequently or unnecessarily.

6.4 The Seller must use best endeavours to price the Seller's Products at the same rate or at a better rate as on the Seller's own website and any other retailer to which the Seller is permitted to provide the Products to. Such best price shall also apply in relation to any Product which is offered by the Seller at a discount or sale price through any other channel.

6.5 The Seller may not offer discounted pricing or promotional pricing on Products to Customers which is not available or redeemable via the NOTHS Website.

6.6 NOTHS reserves the right to remove a Product from the NOTHS Website which we believes to be too high in price after reasonable endeavours have been made to agree a competitive market price with the Seller.

7. Stock Availability

7.1 The Seller shall accurately display stock availability for all Products and shall update such stock availability regularly using the 'out of stock' and 'is available' options on the CMS.

7.2 Where stock is due to the Seller within four weeks, the Seller must state the expected availability time on its Dedicated Marketplace Area.

7.3 Once the final piece of stock has been sold of any Product and will no longer be available, the Seller must mark that item as discontinued on its Dedicated Marketplace Area.

7.4 If a Product is out of stock the Seller must specify this on a Product page so that orders cannot be taken for it. If a Customer places an order for an item which is in fact out of stock, and consequently requires a refund, then the Seller may be charged the Single Commission Fee on that order.

7.5 The Seller shall remove Product listings that are awaiting stock for prolonged periods (of four weeks or more) from the Seller's Dedicated Marketplace Area until they become available.

8. Promotion of the Seller's own Website

8.1 The Seller may not include a link to its (or any third party's) website on the Dedicated Marketplace Area or NOTHS Website.

8.2 The Seller may not include its email address anywhere on the NOTHS Website, unless requested in writing

8.3 The Seller may not bid on notonthehighstreet.com's name, or variations of NOTHS brand or brand name, on Google or any other search engines.

8.4 The Seller may not send promotional emails or catalogues or other promotional material to Customers introduced to the Seller by NOTHS, other than those which are branded solely as from notonthehighstreet.com or to discuss an order placed on the NOTHS Website.

9. Product Listing

9.1 All Products can be found by the Customer through a system of 'tags'. The following are necessary for the ease and reliability of the Customer's experience and service on the NOTHS Website:

(a) the Seller may associate its Product with the correct number of appropriate tags in order to appear within a single 'Product line' on the NOTHS Website. The Product line tag the Seller chooses for its Product must be the most appropriate for such Product;

(b) the Seller may not appear in more than one Product line, unless the Seller has requested and been granted permission by NOTHS;

(c) the Seller may not feature more than 30 Products at any one time, unless prior written permission is obtained from NOTHS;

(d) categories which are incorrectly associated with the Seller's Products will be removed by NOTHS without notice;

(e) the Seller shall ensure that a single item only may appear in each Product listing. Multiple different Products within a single Product listing are not permitted;

(f) the Seller shall ensure that a single item may appear only once on the Dedicated Marketplace andthat identical items of a different title, colour or size will not be listed as separate Products

(g) the Seller shall ensure that each of the Seller's Product listings contains all the information required by a Customer to make a purchase and such information must be accurate. 'Dummy' box filling to circumnavigate required fields is not permitted;

(h) the Seller shall not make use of keyword spamming or similar techniques in Product listings ("keyword spamming" is when inappropriate keywords are used or placed in a title or description to gain attention or divert users to another page); and

(i) the Seller shall not manipulate, misuse or incorrectly apply category labelling in relation to its Products.