DIGITAL PLATFORM AGREEMENT
THIS DIGITAL PLATFORM AGREEMENT, hereinafter shall be referred to as the “Agreement” is by and between MADE IN CYMRU, a Company having its registered principal office at Victoria Drive, Llandudno Junction hereinafter shall be referred to as the “Company”____ a Company, having its registered office at [address], hereinafter shall be referred to the Seller, individually both shall be referred to as “Party” and collectively as “Parties”.
If an individual, [name], [Address], [Profession].
WHEREAS, the Company’s Platform is an online marketplace that the Company has created and operates which allows Seller approved by the Company to post, display, offer for sale and distribute products, to users through the Platform (“Products”).
WHEREAS, the Seller is of the opinion that the Company has the necessary qualifications, experience and abilities to provide Services to the Seller;
WHEREAS, the Seller desires to use Company’s Platform to post, display, offer for sale and distribute products through the Platform;
WHEREAS, the Company desires to provide the Seller its Platform;
NOW THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do hereby agree as follows:
1. DISTRIBUTION PRODUCTS
1.1 Seller agrees to fully and accurately complete the SELLER registration process and acquire and maintain a valid relationship with the COMPANY. The “Seller Registration Process” is a publishing product template issued by the Company to Seller that enables Seller to post, display, offer for sale, and distribute its Products through the Platform. The seller must also acquire and maintain a valid payment account to facilitate the collection and remittance of payments on its behalf, if Seller want to charge a fee for its Products.
Seller agrees that Company shall be entitled to 10% Commission on every order placed through the Platform. Company shall pay the Seller remaining amount within three (3) days of being advised the order has been fulfilled after deducting 10% Commission. All payments shall be made in GBP.
Seller agrees that in the event customer of the Seller wishes to return the product and claims refund, Seller shall solely be liable to accept the returned product and refund for the same within 5 days of such claims made through the Platform and the Company shall in no event be held liable for refunds. Although this may not apply depending on Seller Delivery & Returns conditions.
5.1 To the maximum extent permitted by law, Seller agree to defend, indemnify and hold harmless Company, its affiliates and their respective directors, officers, employees, subcontractors, and agents, from and against any and all third-party claims, actions, suits or proceedings (each, a “Claim”), as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to (i) Seller use of the Platform or Platform Materials in violation of this Agreement, (ii) any allegation that there Product infringes any copyright, trademark, trade secret, trade dress, patent or another intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (iii) Seller breach of the representations, warranties or covenants set forth herein, and (iv) damage to tangible property, bodily injury or death sustained as a result of Seller Product or any use thereof.
5.2 Seller will not consent to the entry of a judgment or settle any Claim without Company’s prior written consent, if such the entry of judgment or settlement arises from or is part of any criminal action, suit, or proceeding, or contains a stipulation to or admission or acknowledgement of any liability or wrongdoing on the part of Company or requires any specific performance or non-pecuniary remedy by Company. Seller will use counsel reasonably satisfactory to Company to defend each Claim. If the Company reasonably determines that a Claim might adversely affect Company, Company may take control of the defence at its expense (and without limiting Seller indemnification obligations).
5. LIMITATION OF LIABILITY
In no event, will the Company be liable to the Seller or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the Services, even if the Company has been advised of the possibility of such damages. Company shall not be liable to anyone for Seller operation of or inability to operate or service its customers with respect to the product quality complaints and delays.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
7. GOVERNING LAW AND JURISDICTION.
This Agreement is be governed by and construed in accordance with laws of England and Wales without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in a competent Court
By signing up for a seller account and listing your products on the Made In Cymru website, the sellers are agreeing to the Terms & Conditions set out above.