Sellar Credit Terms and Conditions

Suppliers should read these terms carefully before using Sellar Credit. By using Sellar Credit the Supplier is agreeing to these terms.

Who we are and how to contact us 

We are Waffle Tech Limited (trading as Sellar), a limited company (registration number 10813202 and VAT number GB398067154) (referred to as “Sellar” in these terms). Our registered office is at Preston Park House, South Road, Brighton, East Sussex, United Kingdom, BN1 6SB. You can contact our customer support team at hello@sellar.io. 

When these terms apply and interplay with other Sellar products 

These terms apply to suppliers (“Supplier”) whose Buyers do or may use Sellar Credit functionality to purchase Goods from the Supplier (a “Sellar Credit Order”).
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“Sellar Credit” is a flexible payments solution provided by Hokodo Services Limited (No.11351988) whose registered office is at 77 Leadenhall Street, London, England, EC3A 3DE (Sellar’s “BNPL Provider”). Sellar Credit is designed to allow suppliers to provide their customers (“Buyers”) with more flexible payment terms. Sellar Credit is one of Sellar’s suite of products forming part of Sellar’s online platform for the craft drinks industry and includes app.sellar.io (“Sellar App”) and the other computer systems that support, operate and comprise the “Sellar Platform”. 
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To access Sellar Credit the Supplier must have an active Sellar Lists subscription and comply with the Sellar Lists Terms and Conditions at all times. “Sellar Lists” is Sellar’s software-as-a-service product designed to help suppliers manage their inventory, customers and orders via the Sellar App. 
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As part of the Supplier’s use of Sellar Credit and Sellar Lists the Supplier may also choose to use the following Sellar products:

• “Sellar Market”. If the Supplier does, then the Sellar Market Terms and Conditions will also apply. 
• “Sellar Shipping”. If the Supplier does, then the Sellar Shipping Terms and Conditions will also apply. 

If there is any conflict or ambiguity between Sellar’s product specific terms, a provision contained in the terms higher in the list below shall have priority over one contained in the terms lower in the list: 

1. Sellar Lists Terms and Conditions 
2. Sellar Credit Terms and Conditions 
3. Sellar Market Terms and Conditions 
4. Sellar Shipping Terms and Conditions 

1. Enabling Sellar Credit and opting out 

1.1 All Sellar suppliers (including the Supplier) are eligible to enable Sellar Credit on their Sellar account as part of an active Sellar Lists Subscription. 
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1.2 The Supplier agrees that Sellar Credit will be enabled on its account by default and may be utilised by Buyers for both Sellar Lists and Sellar Market orders. 
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1.3 The Supplier can opt-out of Sellar Credit at any time by notifying Sellar in writing directly to its Account Manager or at hello@sellar.io. If the Supplier does request to opt-out then: 

(a) Sellar will disable Sellar Credit on the Supplier’s account within 14 working days of the Supplier submitting an opt-out request; and 

(b) these Sellar Credit Terms and Conditions will: 

(i) continue to apply to any Sellar Credit Orders made before Sellar disables Sellar Credit on the Supplier’s account; 

(ii) not apply to any orders made after Sellar has disabled Sellar Credit from the Supplier’s account. 
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1.4 Notwithstanding the terms of this clause 1 or any other terms in these Sellar Credit Terms and Conditions, Sellar is under no obligation to provide Sellar Credit to, or enable Sellar Credit for, the Supplier and any SLAs provided in relation to Sellar Lists or Sellar Market do not apply to Sellar Credit functionality.
 

1.5 Sellar may discontinue Sellar Credit functionality (in whole or in part) at any time but will seek to give the Supplier reasonable notice of such discontinuation wherever possible. 

2. Relationship between Sellar, the Supplier, the Buyer and the BNPL Provider for Sellar Credit Orders 

2.1 The Supplier acknowledges and agrees that: 

(a) for Sellar Credit Orders Sellar is acting as Merchant of Record; 

(b) a Buyer’s utilisation of Sellar Credit vis-a-vis the Buyer and Sellar is governed by Sellar’s Terms and Conditions for Buyers; 

(c) when a Buyer makes a Sellar Credit Order, Sellar does not provide credit or finance directly. This is provided by Sellar’s BNPL Provider; 

(d) if the BNPL Provider accepts a Buyer’s application, the use of Sellar Credit vis-a-vis the Buyer and BNPL Provider will be subject to and governed by a separate agreement between the Buyer and BNPL Provider; 

(e) no direct contractual relationship is created between the Supplier and the BNPL Provider, 

and that due to: 

(i) Sellar’s additional role in the sales process (as Merchant of Record); and 

(ii) the requirements mandated by law, the BNPL Provider or Sellar’s own risk allocation as part of providing Sellar Credit, 

each of the terms and conditions as set out in these Sellar Credit Terms and Conditions are necessary and critical. 
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2.2 The Supplier acknowledges that the acceptance or rejection of the use of Sellar Credit for a Buyer is managed by the BNPL Provider as the credit provider and is subject to the BNPL Provider's own lending criteria. Sellar does not have any control over, nor can it influence, the acceptance of any Sellar Credit applications. 

3. Sellar Credit Fees 

3.1 The Supplier shall pay the Sellar Credit Fees to Sellar in accordance with this clause 3. 
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3.2 The fees due for each Sellar Credit Order will be as set out at https://sellar.io/pricing, which shall be a percentage (%) finance fee applied to the Total Order Value of the Sellar Credit Order (“Sellar Credit Fee”). 
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3.3 The Sellar Credit Fee due for each Sellar Credit Order will be set off against, and automatically deducted from, the Total Order Value and retained by Sellar with the residual amount paid out to the Supplier. 
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3.4 Payouts under clause 3.3 will be aggregated and instructed for payment by Sellar to the Supplier on a weekly basis on a day of the week set by Sellar (with any change in the day of the week provided to the Supplier with reasonable notice). 
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3.5 Sellar will issue an invoice to the Supplier for the Sellar Credit Fees, which Sellar will consider automatically settled by the Supplier by virtue of a completed deduction in accordance with clause 3.3. If at any time the Supplier’s account is in debit then the Supplier must pay any invoice issued by Sellar in relation to Sellar Credit Fees within seven calendar days. 
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3.6 The total order value is the final Sellar Credit Order total and includes: (a) all fees for all the Goods finally purchased; 

(b) all applicable delivery fees, 

and excludes any: 

(c) refunds that may be applied; and 

(d) any order credits 

(“Total Order Value”)
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3.7 The rate of the finance fee applied: 

(a) will vary depending on the applicable Sellar Lists Subscription plan the Supplier is subscribed to; 

(b) may increase if the Supplier’s Sellar Lists Subscription plan is downgraded; and (c) may decrease if the Supplier’s Sellar Lists Subscription plan is upgraded. 
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3.8 The Sellar Credit Fees are in addition to any applicable Sellar Market opening order fees that may also be applied to the Sellar Credit Order. 
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3.9 Sellar may at any time on reasonable written notice to the Supplier: (a) increase or decrease the rate of the applicable finance fee; or 

(b) change the structure of the Sellar Credit Fees. 

4. Core sale of goods terms 

4.1 Order fulfilment. The Supplier agrees that despite Sellar’s role as Merchant of Record for Sellar Credit orders, the Supplier is primarily responsible for the fulfilment of the Sellar Credit Order. 
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4.2 The Goods. The Goods the subject of a Sellar Credit Order will be as identified on the Sellar Platform at the time the Buyer submits a Sellar Credit Order (the “Goods”). 

4.3 Price. The price of the Goods the subject of a Sellar Credit Order will be as quoted on the Sellar Platform at the time the Buyer submits a Sellar Credit Order.
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4.4 Title and risk. 

(a) the risk in the Goods shall remain with the Supplier until completion of delivery at which time risk shall pass to the Buyer directly. Risk in the Goods shall at no point be passed to, or borne by, Sellar. 

(b) title to the Goods shall pass to Sellar upon notification of fulfilment of the Sellar Credit Order by the Supplier. 

(c) the Supplier agrees that the terms in this clause 4.4 relating to title and risk take precedence over any supply of goods terms that the Supplier does or may seek to impose in relation to a Sellar Credit Order.
 

4.5 Delivery of the Goods. The Supplier: 

(a) is fully and solely responsible for ensuring that the Goods are delivered to the Buyer: 

(i) in accordance with any express delivery policy conveyed, or agreed, to or with the Buyer on the Sellar Platform; and 

(ii) undamaged. 

(b) will promptly (and no later than 48 hours from a request from Sellar) provide Sellar with satisfactory evidence of the Sellar Credit Order fulfilment in a form agreeable to Sellar (such as a delivery tracking ID and proof of delivery) which may be done via the Sellar App; 

(c) must not deliver the Goods to an address other than the one accepted by the BNPL Provider at the time the Sellar Credit Order was made unless Sellar or the BNPL Provider agrees in writing; and 

(d) acknowledges that even if the Supplier utilises Sellar Shipping, the Supplier is still fully and solely responsible for ensuring that the Goods are delivered to the Buyer as Sellar Shipping is provided by Sellar’s independent delivery partners and Sellar limits liability in accordance with Section 10 of the Sellar Shipping Terms and Conditions. 
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4.6 Quality of the Goods. The Supplier warrants that on delivery the Goods shall: (a) conform with their description on the Sellar Platform; 

(b) be free from material defects in design, material and workmanship; (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); (d) be fit for any purpose held out by the Supplier, 

and otherwise duly comply and conform with all terms, conditions and any warranties (express or implied) applicable to the Sellar Credit Order. 

5. Sellar Credit Order amendments 

The Supplier acknowledges and agrees that the Buyer may make a change to an existing Sellar Credit Order but the Supplier may not edit a Sellar Credit Order. 

6. Refunds and cancellations 

6.1 The Supplier must comply with any refund or cancellation policy that it has conveyed, or agreed, to or with the Buyer on the Sellar Platform. 

6.2 In certain circumstances, the BNPL Provider may already have collected sufficient payments from the Buyer that a reduction in the value of the Sellar Credit Order requires funds to be returned to the Customer. In such a case Sellar may in certain cases, and at its sole discretion, require the Supplier to: 

(a) repay the portion of the refund due to be refunded to Buyer to Sellar prior to Sellar making its own refund; or 

(b) repay the portion of the refund due to be refunded directly to the Buyer.

7. The Supplier's additional obligations 

7.1 The Supplier shall: 

(a) comply with any reasonable requests made by Sellar to facilitate recovery of claims for which Buyer is in default (as prescribed by the BNPL Provider). This includes, but is not limited to: 

(i) promptly answering Sellar’s questions, and providing any relevant information or documentation, in relation to the claim without delay; 

(ii) providing evidence that the Goods were delivered in accordance with the delivery policy conveyed to or agreed with Buyer; and 

(iii) completing (at Sellar’s cost), any forms or legal documentation required for the BNPL Provider to be able to recover a defaulted claim. 

(b) ensure it updates the order fulfilment status of any Sellar Credit Order immediately via the Sellar App if not done automatically by the Sellar Platform; 

(c) comply with BNPL Provider’s Merchant Protection Programme in place from time to time, 

and otherwise fulfil its obligations in respect of the sale of the Goods in an appropriate manner. 
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7.2 The Supplier must not: 

(a) allow any Sellar Credit Order to be processed via any other payment method other than Sellar Credit (including its own payment terms); 

(b) agree any payment terms with the Buyer which deviate from those specified by the BNPL Provider under the Sellar Credit arrangements, unless the BNPL Provider has agreed to such deviation in writing; 

(c) artificially increase the price of any Goods or Sellar Credit Order for which Sellar Credit is used; 

(d) deliver the Goods if, prior to delivery, Sellar or the BNPL Provider has informed the Supplier that there is a suspicion of fraud (for example, by notifying the Supplier that the Sellar Credit Order is undergoing a manual fraud review); (e) accept a Sellar Credit Order: 

(i) for which the Supplier was aware the Buyer was or is insolvent; or 

(ii) for which the Supplier was aware that the Buyer was unlikely to be able to pay its debts when they fall due; 

(iii) from a Buyer for which payments for other orders from the Supplier were overdue at the date of delivery (in whole or in part) by more than 45 days; 

(f) provide incorrect or misleading information of importance to Sellar or the BNPL Provider in relation to the Buyer; 

(g) provide or allow Buyer to be afforded any set off on account counterclaim against it in respect of a Sellar Credit Order; 

(h) provide or allow Buyer the right to discounts or other deductions in respect of a Sellar Credit Order; and 

(i) increase the Sellar Credit Order price after the Sellar Credit Order has been accepted unless the Buyer has agreed to such an increase. 

8. Applicable laws warranty.

‍The Supplier warrants that it is not, and will not be, in breach of any applicable laws, regulations or other legal provisions in relation to the supply of the Goods. 

9. Intellectual property warranty.

The Supplier warrants that the supply of Goods will not violate any third-party intellectual property, such as copyrights or trademarks. 

10. Data protection.

‍The Supplier acknowledges that as part of a Buyer applying for, and if approved, using Sellar Credit, the BNPL Provider may need to use the Buyer’s personal data and conduct credit checks in order to assess the Buyer’s suitability for Sellar Credit and this will be done in accordance with BNPL Provider’s Privacy Policy. 

11. Assignment of payment rights 

11.1 Upon fulfilment of a Sellar Credit Order the Supplier irrevocably assigns (with full title guarantee) to Sellar the right to assert any claim against the Buyer. The Supplier agrees that the assignment of such claims to Sellar shall transfer all its rights, title and interest in and to such claims to Sellar in respect of the Goods, including but not limited to: 

(a) restitution claims against the Buyer; 

(b) any securities related to the claim such as any retention of title in the goods delivered; and 

(c) any other claims against third parties (such as trade credit insurance or shipping insurance). 
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11.2 The assignment under clause 11.1 above shall exclude any claim that has been returned to the Supplier by Sellar.
 

11.3 The Supplier irrevocably authorises Sellar to exercise any non-assignable rights in relation to the claim, such as contractual rights, in its own name. 

12. Disputes and complaints about Sellar Credit Orders and the Supplier 

12.1 If the Buyer has a complaint, or dispute to raise, about a Sellar Credit Order or in relation to the Supplier, the Supplier should use its best endeavours to resolve the dispute directly with the Buyer without any involvement from Sellar within 14 days of being notified of the dispute by the Buyer. 
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12.2 The Supplier (and Buyer) must act in good faith and act reasonably and professionally at all times in order to resolve the complaint or dispute. 
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12.3 If a complaint or dispute cannot be resolved between the Buyer and the Supplier directly, the Buyer may submit a dispute resolution request to Sellar. In such cases: 

(a) Sellar will liaise with the Buyer and the Supplier in order to help resolve the dispute in accordance with Sellar’s Dispute Policy; and 

(b) the Supplier must provide Sellar all reasonable support and cooperation to Sellar to enable Sellar to resolve the dispute within 10 days from the date the dispute resolution request was made by the Buyer. 

13. Set off and remittances 

13.1 Sellar may, without notice to the Supplier, set off any liability (whether liability is present or future, liquidated or unliquidated) incurred by Sellar due to the Supplier’s breach of clauses 4, 6, 7, 8, 9 or 12 against any sums due to the Supplier under this agreement. 
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13.2 In relation to any liability being set off under clause 13.1 Sellar shall either: 

(a) debit the corresponding sum from the account of the Supplier and it shall be set off against the next payout due from Sellar to the Supplier, or against subsequent payouts if the Supplier’s account is not sufficiently in credit to fully set off the relevant sum; or 

(b) issue an invoice to the supplier for the outstanding balance, which the Supplier must settle within seven calendar days. 
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13.3 Any exercise by Sellar of its rights under this clause 13 shall not limit or affect any other rights or remedies available to it under this agreement or otherwise. 

14. Indemnity 

14.1 The Supplier shall defend, indemnify and hold harmless Sellar against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) incurred by Sellar as a result of: 

(a) any claim by a third party (including the BNPL Provided or the Buyer) arising out of or in connection with defective Goods supplied by the Supplier; 

(b) any claim by a third party (including the BNPL Provided or the Buyer) arising out of or in connection with any breach of clauses 4, 6, 7, 8, 9 or 12 by the Supplier, 

or otherwise arising out of or in connection with the Supplier's use of Sellar Credit. 
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14.2 Sellar will use its reasonable endeavours to ensure that in relation to any claims referred to at clause 14.1: 

(a) the Supplier is given prompt notice of any such claim; 

(b) it provides reasonable co-operation to the Supplier in the defence and settlement of such claim; and 

(c) the Supplier is given sole authority to defend or settle the claim. 

15. Limitation of liability 

The parties’ liability towards one another in relation to Sellar Credit is broadly the same as set out in clause 12 of the Sellar Lists Terms and Conditions, including: 

• What liability means. 
• What Sellar won't be liable for. 
• What Sellar doesn’t exclude or limit liability for. 
• Sellar’s general cap on its liability. 

but the Supplier agrees that specifically in relation to Sellar Credit Orders Sellar limits its liability to the greatest extent permitted by law. 

16. Termination and suspension 

16.1 If the Supplier breaches any of the terms of these Sellar Credit Terms and Conditions (or if Sellar otherwise determines it necessary) Sellar may do any or all of the following: 

(a) disable Sellar Credit on the Supplier’s account permanently; 

(b) suspend the Supplier’s access to Sellar Credit on a temporary basis (the period of such suspension to be determined by Sellar in its sole discretion); and 

(c) terminate this agreement with immediate effect. 
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16.2 On termination of this agreement for any reason: 

(a) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and 

(b) the Supplier will pay any outstanding invoices relating to Sellar Credit Fees immediately. 

17. Other general terms 

The other important terms below are the same as in the Sellar Lists Terms and Conditions so references here are to the clause numbers in the Sellar Lists Terms and Conditions and any reference to Sellar Lists shall be deemed to also include Sellar Credit. 

Confidentiality (14), Force majeure (15), Variation (16), Waiver (17), Severance (19), Entire agreement (20), Assignment (21), Third party rights (23), Governing law and jurisdiction (25 and 26). 

Any definitions used in these Sellar Credit Terms and Conditions that are not expressly specified in these terms shall be as set out in the Sellar Lists Terms and Conditions.