This agreement governs your use of the ProProcure (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, ProProcure Ltd., a company registered in England and Wales (Company No. 15235351) having registered office at Orchard Lea Cottage, Winkfield Lane, Windsor, Berkshire, United Kingdom, SL4 4RU (Company, we or us).
The remainder of this agreement is divided into three parts:
If you intend to use the Platform as a Seller, only Part A and Part B of these terms will apply to you.
If you intend to use the Platform as a Customer, only Part A and Part C of these terms will apply to you.
When we talk about the “Services” in this agreement, we are referring to the service offered by the Company of connecting the Sellers and the Customers to facilitate sale of goods by the Sellers to the Customers, through the Platform.
If you access or download our mobile application from the Apple App Store or Google Play Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.
We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
(a) This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:
(b) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.
(c) If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
(a) In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).
(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by the Company from time to time.
(c) You warrant that any information you give to the Company in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(d) You may register for an Account using your Google, Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.
(e) Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.
(f) Once you complete the Account registration process, the Company may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
(g) The Company reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
(h) The Company may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
As a User, you agree:
(a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
(b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify the Company of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
(c) to not use the Platform for any purpose other than for the purpose of making arrangements to sell or buy the goods, including by not using the Platform:
(d) not to act in any way that may harm the reputation of the Company or associated or interested parties or do anything at all contrary to the interests of the Company or the Platform;
(e) not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of the Company;
(f) that the Company may change any features of the Platform or Services offered through the Platform at any time without notice to you;
(g) that information given to you through the Platform, by the Company or another User including a Seller, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(h) that the Company may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.
By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:
(a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
(b) the Posted Material is accurate and true at the time it is provided;
(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
(h) the Posted Material does not breach or infringe any applicable laws.
(a) You grant to the Company a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for the Company to use, exploit or otherwise enjoy the benefit of such Posted Material.
(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release the Company from any and all claims that you could assert against the Company by virtue of any such moral rights.
(c) You indemnify the Company against all damages, losses, costs and expenses incurred by the Company arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
(a) The Company acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, the Company may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
(b) You agree that you are responsible for keeping and maintaining records of Posted Material.
To the maximum extent permitted by law, the Company will have no liability or obligation to you if:
(a) a Customer or Seller cancels at any time after the payment for an order is made; or
(b) for whatever reason, including technical faults, any Service Listing cannot be performed or completed,
and you will not be entitled to any compensation from the Company.
(a) (Verification) We may offer or require Users to verify their details (including
(b) (Your personal information and privacy) We will collect your personal information in accordance with our Privacy Policy as set out in clause 16. Where a Verification Service is used, you acknowledge and agree that:
(c) (Fees) We may charge non-refundable fees for the Verification Service, as set out on the Platform.
(d) (Warranty and Indemnity) You acknowledge and agree that:
(a) We may use third-party online payment partner, currently [insert name of provider, e.g. Stripe](Online Payment Partner) to collect payments on the Platform, including for our Services.
(b) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner. You can find these [here].
(c) You agree to release the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.
(d) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
While we make every effort to ensure that the information on the Platform is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:
(a) the Platform may have errors or defects (or both, as the case may be);
(b) the Platform may not be accessible at times;
(c) messages sent through the Platform may not be delivered promptly, or delivered at all;
(d) information you receive or supply through the Platform may not be secure or confidential; and
(e) any information provided through the Platform may not be accurate or true.
(a) The Company retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from the Company or as permitted by law.
(c) In this clause 9, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in United Kingdom and throughout the world.
The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). The Company accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
(a) If we need to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms).
(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms (for example, a link on our Platform or otherwise set out in these terms), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we use to provide you with the Platform or any services related to Platform and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide you with the services associated with the Platform and you can stop using the Platform.
(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(b) During and after use of the Platform and associated services, you agree that Company will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(c) During and after use of the Platform and associated services, there may be limited occasions where Company may process on your behalf as a processor any personal data you have provided to Company. Company will advise you in writing where Company believes Company may act as a processor and any such processing shall be in accordance with applicable laws.
(d) Before performing the processing, Company shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Company will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to Company against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Company subcontract any processing (for example, in the case of external storage of data).
(e) Your instructions are taken to include the use by Company, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(f) By accepting this agreement you give positive consent for Company to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Company with personal data. It is also a term of this agreement that any personal data supplied by Company to you about employees/independent contractors of Company and/or any third parties may only be used for the express purposes for which that information is provided to you.
(g) Each party shall comply with the terms of the Data Protection Legislation.
(a) You warrant, in relation to the personal information and all other data you provide to Company in connection with this agreement (Third Party Data), that:
(b) You agree at all times to indemnify and hold harmless Company and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 12.2(a).
(a) You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
(b) If any issue or problem relating to the Platform remains unresolved after directing a complaint to a
relevant User, or if the complaint does not relate to another User, you must report it to the Company via
(c) Any costs you incur in relation to a complaint or dispute will be your responsibility.
(d) The Company has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
(e) The Company reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.
(f) If you have a dispute with the Company, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
(g) Notwithstanding any other provision of this clause 12, you or the Company may at any time cancel your Account or discontinue your use of the Platform.
The Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.
(a) (Introduction service) The Company is a medium that facilitates the introduction of Customers and Sellers to enable Customers access and buy the goods provided by the Sellers. The Company simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Sellers in relation to sale of goods or otherwise resulting from the introduction.
(b) (Limitation of Liability) To the maximum extent permitted by applicable law, Company limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this Platform, these terms or any services provided by the Company, is limited to the greater of:
(c) All express or implied representations and warranties in relation to the Platform and the associated services performed by Company are, to the maximum extent permitted by applicable law, excluded
(d) (Indemnity) You indemnify Company and its employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’:
(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will Company be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Platform, these terms or any services provided by Company (except to the extent this liability cannot be excluded under law.
(f) Nothing in these terms will exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
(g) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms, including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect.
You agree that:
(a) no information owned by the Company, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
(b) all communications involving the details of other users on this Platform and of the Seller are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party
You agree to be bound by the clauses outlined in the Company’s Privacy Policy, which can be accessed here https://proprocure.io/privacy-policy.html
(a) We collect personal information about you in order to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.
[Note to the Client: This clause is required to be retained in case mobile app will be available through Apple store]
If you are accessing the Services from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:
(a) this agreement is between you and the Company and not with Apple. Apple is not responsible for the Services or any content available on the Services;
(b) Apple has no obligation whatsoever to furnish any maintenance and support services for the Services;
(c) in the event of any failure of the Company to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Services. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be the Company’s responsibility;
(d) Apple is not responsible for addressing any claims by you or any third party relating to the Services, including, but not limited to:
(e) in the event of any third party claim that the Services or your use of the Services infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
(f) that you represent and warrant that:
(g) you must comply with applicable third party terms of this agreement when using the Services; and
(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.
(a) Either the Company or the User may terminate the User’s account at any time (including any listings, memberships or Accounts) for any reason
(b) If a User wants to terminate their account (and/or any other membership they hold in connection with the Platform), they can do so by using the Platform’s functionality where available. Where such functionality is not available, the Company will effect such termination within a reasonable time after receiving written notice from the User.
(c) In the event that a User’s Account is terminated:
(d) Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and the Company will not be held accountable in relation to any transactions between Customers and Seller where tax related misconduct has occurred.
To the extent permitted by law, the Company reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving the Company.
(a) A notice or other communication to a party under this agreement must be:
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
(a) You must verify that any Customer is over 18 years old or has their parent or guardian’s consent to use the Platform.
(b) If in any of your Service Listings or anywhere on your Account you hold yourself out to possess certain qualifications (Qualifications), you warrant to the Company that you do hold such Qualifications and if requested, will promptly provide the Company with evidence of the Qualifications.
You acknowledge and agree that:
(a)you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to sell any goods (Product Listing);
(b) the Company may choose not to accept any Product Listing you submit to the Platform, and the Company may limit the number of Product Listings you can submit to the Platform;
(c) any information you supply in a Product Listings must be true, timely and accurate. This information will include description of the Products, categorisation of the Product, origin of Products, listing price, image of the Products, measurements, the condition and any other supplementary information about the Products (including packaging, postage and delivery as well as delivery price for each Product, total amount of stock of the Product that the Seller has available for the Customers to purchase through the Platform;
(d) you must take all reasonable steps to complete the services as described in every Product Listing that is accepted by a Customer, including by not cancelling any part of such a Product Listing
(e) ensure that the Products are of satisfactory quality, any refurbished or used Products are clearly displayed as such and that any Products that are sole as damaged or defective are clearly named as such in the Product Listing;
(f) you must deal with any dispute with a Customer in accordance with clause of Part A;
(g) any additional terms and conditions relating to a Product Listing, or a quote provided via the Platform, are solely between you and the relevant Customer and do not involve the Company in any way, except that they must not be inconsistent with your or the Customer’s obligations under this agreement;
(h) collection, reporting and payment of VAT or any other taxes on sale of Products, such as import taxes, custom duties etc., to the relevant tax authority shall be the Seller’s sole responsibility;
(i) the Company will have no responsibility for the accuracy, reliability or timeliness of any Customer’s response to a Product Listing.
(a) You are solely responsible for fulfilment of the Orders.
(b) Once you have received an Order through the Platform, you may decide to accept or reject the Order. If for any reason, you are unable to supply the Product and fulfil any Order, you will immediately inform the Customer.
(c) You shall be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering all the Products in an Order to the Customer and shall use standards of skill and care reasonably to be expected of a professional supplier in doing so.
(d) The Seller bears the risk in the Products until the Products have been delivered to the Customer. The Seller may reduce this risk by using a tracked delivery service to deliver Products to Customers.
(e) If the Seller uses an untracked delivery service and the Products are not delivered to the Customer within the delivery timeframe or cannot be proven to have been delivered at all, the Company reserves the right, at the Customer’s option, to issue either a refund or require the Seller to provide a replacement to the Customer, in which case the Customer shall not be required to return any Products delivered late unless the Seller can demonstrate (for example, by providing tracking or other evidence of delivery for the relevant Order) that the Products were successfully delivered to the Customer within the relevant Delivery Timeframe.
(f) If additional packaging and postage costs apply to the Products, where for example the Products are heavy, fragile, bulky, precious or perishable, the Seller is responsible for ensuring that these costs are included in the Listing Price.
(g) The Seller must ensure that all the Products within the Order are wrapped in a professional manner. The wrapping must be appropriate for the Product (for example and without limitation delicate items should be wrapped in bubble packaging).
(h) In the instance of non-delivery, mis-delivery, late delivery, theft or other error or mistake in connection with delivery of Products sold through the Platform, the Seller shall resolve any issues with its delivery provider and under no circumstances request the Customer resolves delivery with the delivery provider aside from Customer confirmation that he/she will be present at the delivery address at an agreed time.
(i) Any customs and import fees levied on an Order delivered to a UK Address shall be the Seller’s sole responsibility. If a Customer raises a query regarding any customs and import fees applicable to its Order delivered to the UK, the Customer shall be entitled to reimbursement of such charges if it can provide evidence of the same with official documentation, in which case the Seller shall reimburse the Customer and shall deduct the applicable customs and import fees from any payments due to the Seller.
(j) The Seller shall not through the Platform, export, directly or indirectly, any Products in breach of any applicable Laws or regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
(k) The Seller must ensure that the value of the contents of all Product packages is correctly stated on the relevant packing materials to avoid the Customer being charged incorrect or excessive customs and import fees.
(l) The Company accepts no liability for any customs and import fees arising on any Products returned by the Customer to the Seller, which shall be the sole responsibility of the Seller. If, for any reason, the Company incurs costs in respect of any sales that are a direct result of the mislabelling of consignments by the Seller, the Company reserves the right to deduct any such charges from any payments due to the Seller. If such costs exceed the sums the Company holds on behalf of the Seller, the Seller shall make immediate payment of the costs to the Company upon demand.
(a) For posting a Product Listing, you will be entitled to take a subscription provided by the Company and pay the relevant subscription fee. The details of the existing subscription models provided by the Company are:
(b) Depending on the subscription model, the Company will be entitled to charge a commission on each Order placed by any Customer for purchase of your Products through the Platform. The commission fee which the Company is entitled to charge is:
(c) When a Customer places an order for purchase of any Product, they will be prompted to pay the amount as mentioned by you in the respective Product Listing along with any delivery charges, VAT, or other applicable taxes or charges (together, the ‘Product Price).
(d) The balance of the Product Price minus the Company’s commission (Your Consideration) will be held in your Online Payment Partner account, by the Online Payment Partner, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions.
(e) You:
(a) Where a Customer has a right to a full or partial refund as set out at Part C of these terms, the Company reserves the right, at its sole discretion, with reasonable notice to the Seller, to refund the Customer on behalf of the Seller and recover the amount refunded from any monies owed to the Seller.
(a) You agree that while you are a Seller on the Platform, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Platform. This provision will apply whether or not the Customer or their representative is still active on the Platform.
(b) The Company may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 6.
You agree that when a Customer submits an order for purchase of any Products, this constitutes their intention and offer to enter into a contract with you, where you will provide the Customer with the Product, in exchange for payment of the relevant price.
By listing yourself as a Seller on the Platform, posting a Product Listing or responding to a Product Request, you represent and warrant that:
(a) you are able to supply the Product listed in the Product Listing;
(b) you will supply the Products to each Customer in compliance with all applicable laws.
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your Products, in some cases, you can change your mind and get a full refund.
The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that all our Products are as described, fit for purpose and of satisfactory quality and so nothing in these terms affects statutory rights.
During the expected lifespan of your Product, if this Act applies to you, you’re entitled to the following:
This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.
The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.
If you have any questions about this contract or any orders you have placed, please contact us by sending an email to:support@proprocure.io
(a) By submitting an order for purchase of a Product using the Platform’s functionality (Order) you represent and warrant that:
(b) Submitting an Order constitutes your intention and offer to enter into these terms where we the Seller will provide you with the Products you have ordered in exchange for your payment of the total amount listed upon checkout
(c) Part C of these terms is not agreed between you and us until we have approved your payment and you receive an email from us confirming that your order is being processed.
(a) By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. This information is set out at the start of these terms. If you cannot access this information for any reason, you are welcome to contact us using the functionality on the website, or at the contact email address above, and we will provide you with a copy of this information.
(b) The key information we give you by law forms part of this contract (as though it is set out in full here).
(c) If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
(a) The Sellers will endeavour to ensure that the Products provided will be substantially the same as the Products displayed on our Platform, or as otherwise agreed with you in writing prior to you placing your Order. Please note that due to screen display, colour and brightness, and image quality, Products may not exactly match the image on the Platform. The Seller will try to make sure that:
(b) Until the price of your Products is paid in full, title in those Products is retained by the Sellers. Risk in the Products will pass to you on delivery in accordance with clause 4. Delivery must not be refused by you.
(c) The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’). The Products we provide to you must be as described, fit for purpose and of satisfactory quality.
(d) The Sellers are under a legal duty to supply you with Products that are in conformity with this contract (subject to your Order being accepted and confirmed).
(e) The packaging of the Products may be different from that shown on the Platform.
(a) You are entitled to any revisions and to provide feedback and reviews of the Product as set out in your Order or as otherwise agreed in writing.
(b) If you have been provided the Products to review, you must provide this review within the time specified by the Company or the Sellers (generally, we will require you to review a draft of the Product prior to processing your Order) or, if no period is specified, then promptly (Review Period).
(c) If no changes are requested within the Review Period, then the Products will be taken to have been completed, approved, and accepted by you (Accepted).
(d) For any additional revisions or changes requested by you after the Review Period, you must pay additional service fees for these changes to be made.
(e) You are ultimately responsible for approving all Products (generally prior to your Order, or in your Order), including proofs and ensuring accuracy and suitability. Whilst every effort has been made for accuracy, your approval to proceed with an Order (or otherwise by Accepting the Product) constitutes acceptance of full responsibility for any errors and omissions within the Products. We will not accept liability for errors overlooked by you at the stage of final proofing.
(a) Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this page. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please
(b) Nothing in these terms affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights under law.
(c) If your Products are faulty, please contact us using the contact details at the top of this page.
(a) All prices are:
(b) (Payment obligations) Unless otherwise agreed in writing, you must pay for all Products at the time of placing an Order.
(c) (VAT) Unless otherwise indicated, amounts stated in an Order do not include VAT or any other taxes such as import duties. In relation to any VAT payable for a taxable supply by the Seller, you must pay the VAT and any other tax such as import duties, as applicable, subject to the same being included within the amount in the Order, or otherwise providing a tax invoice.
(d) (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payments for Products, including Stripe.com. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment. [insert for Stripe: Stripe.com’s terms of use are available here: https://stripe.com/gb/checkout/legal. Stripe.com’s Services Agreement with us is available here: https://stripe.com/gb/ssa. Both sets of terms are binding on you.]
(e) (Pricing errors) In the event that we discover an error or inaccuracy in the price at which your order was purchased (including shipping prices), we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
(a) Delivery costs will be added to the cart upon checkout. The prices displayed at checkout are inclusive of delivery to the address chosen by you.
(b) For information on delivery options and costs, visit our Platform. During the online checkout process, you will be given available delivery options to choose from.
(c) The estimated date and time window for delivery of Products is set out on the Platform, and in your Order.
(d) If something happens which is outside of our control and affects the estimated date of delivery, the Company or the Seller will provide you with a revised estimated date for delivery.
(e) Delivery will take place to the address provided by you when you placed your Order with us.
(f) Unless we agree in writing otherwise, if we cannot deliver your Product within 30 days of the date of your Confirmation Email, we will:
(g) If nobody is available to take delivery when it is delivered to your delivery address, please contact us using the contact details on our Website.
(h) You are responsible for any Products once it has been delivered to the address specified by you when you placed your Order. In other words, the risk in the Product passes to you when you take, or a third party notified by you takes, possession of the Product.
(i) Third party courier terms apply to the delivery of the Products to you. Any problems with delivery should be directed to us to troubleshoot the issue. We will endeavour to assist you to ensure your delivery arrives. Subject to the other provisions of this clause 4, all delivery times provided to you are estimates only and are subject to postal delays and reasons beyond our control. We do not warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.
The Seller reserves the right to cancel your Order for any reason, and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.
You may cancel your Order up to the time that we confirm your Order in writing to you. Once the Seller confirm’s your Order, your Order is binding and cannot be changed by you, subject to the rest of this clause 5 - our refunds and exchanges process may apply.
(a) For many contracts for the sale of goods (except those set out in clause 5.4), you have the right to cancel within 14 days without giving any reason.
(b) This cancellation period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the relevant goods.
(c) To exercise the right to cancel, you must inform the Company and the Seller of your decision to cancel this contract by a clear statement to us in writing, for example by emailing using the contact details available on the Platform.
(d) To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
(a) We do not offer change of mind cancellation for contracts for goods that are made to your specifications or are clearly personalised.
(b) For these goods, we are under no obligation to offer a refund under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
(c) This does not affect your statutory rights in relation to faulty goods, as set out in clause 5.5.
(a) For all goods purchased, you have statutory rights if your order has been damaged in transit or the goods were not of satisfactory quality or as described, which may entitle you to a replacement or refund. Nothing in this clause 5.5 will require us to provide a refund, repair or replacement in respect of loss or damage to goods caused by you, or otherwise caused to the goods after they entered your possession.
(b) If you do have the right to cancel these terms due to the relevant Product(s) being faulty, we will reimburse to you all payments received from you in respect of the relevant Product, including the cost of delivery (except for any supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
(a) If you wish to cancel this contract:
(b) We will use the same method of payment for issuing any refund owed to you using the method you used for your initial payment, unless we have expressly agreed otherwise
(c) We may make a deduction from any reimbursement issued to you for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you.
(d) We will pay any refund owed to you without undue delay, and not later than:
(e) For any valid cancellation under clause 5.1, we may withhold reimbursement until we have received the relevant goods back from you or you have supplied evidence of having sent back the goods, whichever is the earliest.
(f) For any requested refund under clause 5.5, we may withhold reimbursement until we have inspected the relevant goods, to ensure that they are faulty, and that a refund or replacement is appropriate.
(g) If you have received the goods and wish to cancel these terms under this clause 5.6:
(a) Customers may rate any Seller or any specific Product provided by any Seller (Rating) and/or may provide feedback to Sellers regarding the Products, Customers received from them (Review).
(b) Customers’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Seller Account and/or the listing of the Product is removed or terminated.
(c) Customers must only provide true, fair and accurate information in their Reviews.
(d) If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant Customer from posting further Reviews. We do not undertake to review each Review made by Customers.
(e) To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
(f) You may not publish Reviews of Sellers to whom you have a personal or professional relationship (separately from the Platform).
(g) You may only write a Review about a Seller if you have had a buying or service experience with that Seller, which means that:
(h) You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend.
(i) You may not write a Review about a Seller you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Seller, or work for the Seller. Similarly, you may not write a Review about a direct competitor to the Seller you own, are employed by or work for.
(j) Your Service Experience must have occurred within the last 12 months when you submit a Review.
(k) You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Seller to write a Review, you should include information about this in your Review. Incentives include the Seller offering you a gift, reward, discount or advantage for writing a Review about the Seller.
You acknowledge and agree that:
(a) the Platform provides links and introductions to Sellers owned and operated by third parties that are not under the control of the Company;
(b) the provision by the Company of introductions to Sellers does not imply any endorsement or recommendation by the Company of any Seller;
(c) the Company does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Seller who uses or is listed on the Platform; and
(d) any terms and conditions relating to a Service Listing or quote provided via the Platform constitute a contract between you and the Seller once agreed in accordance with clause 1 and do not involve the Company in any way.
(a) You must not communicate with a Seller, or request or entice a Seller to communicate with you, outside the Platform (except in the course of accepting Seller services that were agreed in a Service Listing or Service Request).
(b) The Company, in its absolute discretion, may cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 8.