Sellar Terms and Conditions for the Buyers
Last Updated | 1st March 2025
Buyers should read these terms carefully before using the Sellar Platform. By using the Sellar Platform the Buyer is agreeing to these terms.
If you are signing up for the Sellar Platform as personnel of the Buyer on behalf of the Buyer, you represent that you are duly authorised to represent the Buyer and accept these terms on behalf of the Buyer.
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 amongst Sellar products
These terms apply to buyers using the “Sellar Platform”, what we refer to in these terms as a “Buyer”. The Sellar Platform consists of a suite of products forming part of Sellar’s online platform for the craft drinks industry, specifically including:
- “Supplier Home” is Sellar’s core software-as-a-service product designed to help buyers manage their existing suppliers and orders.
- “Sellar Market” is the online B2B marketplace element of the Sellar Platform that enables new buyers to find, engage and order with new suppliers.
Parts A, B and E of this agreement relate to the overall use of the Sellar Platform and will by default apply at all times (these are the “Core Terms”).
As part of the Buyer’s use of the Sellar Platform, the Buyer may choose to use some or all of Sellar’s complementary products. If the Buyer does, then specific terms and conditions will apply to the Buyer’s use of those products as follows:
- If the Buyer uses Sellar Market it will comply with the Sellar Market specific terms for buyers at Part C below. This is in addition to Parts A, B and E.
- If the Buyer uses Sellar Credit it will comply with the Sellar Credit specific terms for buyers at Part D below. This is in addition to Parts A, B and E (and C where the Order is made through Sellar Market).
(these are the “Product Specific Terms”)
If there is any conflict or ambiguity between the Core Terms and any Product Specific Terms, the Product Specific Terms shall have priority over the Core Terms to the extent relevant to the particular product. For example, if the Buyer uses Sellar Market for an Order then the terms at Part C will override the Core Terms if any conflict is found, to the extent the term relates just to the use of Sellar Market.
Becoming a buyer on the Sellar Platform
The Buyer can become a buyer on the Sellar Platform by registering here.
The Sellar Platform is a business-to-business (B2B) platform. The Buyer must be acting in its business capacity (whether as a sole trader or publicly or privately limited company). No personal use is permitted.
Part A – Using the Sellar Platform
The terms of this Part A apply at all times.
1. Using the Sellar Platform
1.1 Subject to the restrictions set out in this clause 1 and the other terms and conditions of this agreement, Sellar hereby grants to the Buyer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Sellar Platform and the Documentation during the term of this agreement solely for the Buyer's internal business operations.
1.2 In relation to the Authorised Users, the Buyer undertakes that each Authorised User shall keep a secure password for their use of Sellar and Documentation, that such password shall be changed when prompted and that each Authorised User shall keep their password confidential.
1.3 The Buyer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of Sellar that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Sellar reserves the right, without liability or prejudice to its other rights to the Buyer, to disable the Buyer's access to any material that breaches the provisions of this clause 1.
1.4 The Buyer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Sellar Platform; or
(b) access all or any part of the Sellar Platform and Documentation in order to build a product or service which competes with Sellar and/or the Documentation; or
(c) subject to clause 44.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Sellar Platform and/or Documentation available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Sellar Platform and/or Documentation, other than as provided under this clause 1; or
(e) introduce or permit the introduction of, any Virus into the Sellar Platform or Sellar's network and information systems.
(f) conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to app.sellar.io (Website) or any services provided via, or in relation to, the Website. This includes using (or permitting, authorising or attempting the use of):
(i) Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same.
(ii) Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
Clause 1.4(f) should be treated as an express reservation of Sellar’s rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).
1.5 The Buyer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Sellar Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Sellar.
2. How Sellar provides the Sellar Platform
2.1 Sellar shall provide the Sellar Platform substantially in accordance with the Documentation and with reasonable skill and care.
2.2 Sellar’s obligations at clause 2.1 shall not apply to the extent of any non-conformance which is caused by use of the Sellar Platform contrary to Sellar's instructions, or modification or alteration of the Sellar Platform by any party other than Sellar or Sellar's duly authorised contractors or agents. If the Sellar Platform does not conform with the terms of clause 2.1, Sellar will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Supplier’s sole and exclusive remedy for any breach of the undertaking set out in clause 2.1.
2.3 Sellar:
(a) does not warrant that:
(i) the Buyer's use of the Sellar Platform will be uninterrupted or error-free; or
(ii) Sellar, Documentation and/or the information obtained by the Buyer through the Sellar Platform will meet the Buyer's requirements.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Buyer acknowledges that the Sellar Platform and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2.4 Sellar warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
2.5 Sellar shall follow its archiving procedures for the Buyer Data. In the event of any loss or damage to the Buyer Data, the Buyer's sole and exclusive remedy against Sellar shall be for Sellar to use reasonable commercial endeavours to restore the lost or damaged the Buyer Data from the latest back-up of such the Buyer Data maintained by Sellar in accordance with its archiving procedures. Sellar shall not be responsible for any loss, destruction, alteration or disclosure of the Buyer Data caused by any third party (except those third parties sub-contracted by Sellar to perform services related to the Buyer Data maintenance and back-up for which it shall remain fully liable).
2.6 Sellar may modify the Sellar Platform as Sellar determines necessary to improve it or to reflect changes to Sellar’s platform, technology, information security practices or any legal requirements. Sellar aims to notify the Buyers in advance of any material modifications except in cases of emergency (such as critical vulnerability remediation), in which case Sellar will provide the Buyers with as much prior notice as is reasonable in the circumstances.
3. Buyer's obligations
3.1 The Buyer shall:
(a) provide Sellar with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by Sellar;
in order to provide the Sellar Platform, including but not limited to the Buyer Data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement (including The Alcohol Wholesaler Registration Scheme (AWRS));
(c) carry out all other Buyer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Buyer's provision of such assistance as agreed by the parties, Sellar may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Sellar Platform and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Sellar, its contractors and agents to perform their obligations under this agreement, including without limitation the Sellar Platform;
(f) ensure that its network and systems comply with the relevant specifications provided by Sellar from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Sellar's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Buyer's network connections or telecommunications links or caused by the internet.
3.2 The Buyer shall own all right, title and interest in and to all of the Buyer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such the Buyer Data.
Part B – Orders with Suppliers
The terms of this Part B apply at all times but may be supplemented or varied by the terms at Part C (if the Buyer is making an Order via Sellar Market) and/or Part D (if the Buyer is utilising Sellar Credit).
4. Relationship between Sellar and Suppliers
4.1 When the Buyer makes an Order on Sellar, Sellar is acting simply as an intermediary between the Buyer and the Supplier to facilitate the purchase of Goods by the Buyer from the Supplier. Sellar does not own the Goods or sell the Goods directly.
4.2 All sales of Goods are concluded directly between the Buyer and the Supplier and done so subject to the Supplier’s own Supplier-specific terms and conditions (the Supplier Specific Ts&Cs) which will be presented to the Buyer on the Sellar Platform when making an order.
4.3 When using Sellar Market the Buyer should refer to the Sellar Market specific terms and conditions at Part C of this agreement as the terms applicable to an Order will be subject to the Sellar Market Supply of Goods Terms and Conditions.
5. Placing an Order and its acceptance
5.1 Placing an Order. The Buyer should follow the onscreen prompts on the Sellar Platform to place an Order. Each Order is an offer by the Buyer to buy the Goods specified in the Order subject to the terms of this agreement and any Supplier Specific Ts&Cs.
5.2 Correcting input errors. Sellar’s order process allows the Buyer to check and amend any errors before submitting its Order. The Buyer must check the Order carefully before confirming it. The Buyer is responsible for ensuring that its Order is complete and accurate.
5.3 Acknowledging receipt of Orders. After the Buyer places an Order, the Sellar Platform will acknowledge the Order. The Buyer will also receive an email from Sellar on behalf of the Supplier acknowledging that the Order has been received, but please note that this does not mean that the Order has been accepted.
5.4 Accepting Orders. Acceptance of an Order takes place when the Supplier agrees to accept an Order. Once the Supplier has accepted the Order, Sellar will notify the Buyer on the Sellar Platform and send the Buyer an email to confirm acceptance of the Order, at which point the contract between the Buyer and the Supplier (based on the Supplier Specific Ts&Cs) will come into existence.
5.5 Order amendments. Orders (other than those paid by debit or credit card) may also be amended whilst the Order is in the “Order Requested” or “Order Accepted” status on the Sellar Platform. Once the Order is in the “Order Finalised” status the Order may no longer be amended.
5.6 If the Supplier cannot accept the Order. The Supplier is not obligated to accept an Order. If the Supplier is unable or unwilling to supply the Goods for any reason, Sellar will inform the Buyer of this via the Sellar Platform and by email and will not process the Order.
6. The Goods
6.1 The images of the Goods on the Sellar Platform are provided by the Suppliers and are for illustrative purposes only. The packaging of the Goods may vary from that shown.
6.2 All sizes, weights, capacities, dimensions and measurements indicated on the Sellar Platform are provided by the Suppliers and minor deviations may occur.
6.3 Suppliers are responsible for ensuring that the Goods are labelled (including the identification of any allergens) in accordance with applicable laws and regulations.
6.4 To the extent that the Supplier provides terms in relation to the quality of the Goods (including whether such terms amend statutory provisions) will be set out in the Supplier Specific Ts&Cs.
7. Price of Goods and delivery charges
7.1 The prices of the Goods on the Sellar Platform are set by the Suppliers and will be as quoted on the Sellar Platform at the time the Buyer submits an Order. Suppliers take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered into the system. However, please see clause 7.6 for what may happen if the Supplier discovers an error in the price of Goods ordered.
7.2 Prices for Goods may be changed by the Supplier from time to time, but changes will not generally affect any Orders already placed unless the Supplier and the Buyer agree.
7.3 Best Price Promise. Suppliers must comply with Sellar’s Best Price Promise. Buyers will benefit from this promise. If the Buyer believes the Supplier has breached the Best Price Promise it can submit a claim here. Once verified and approved by Sellar, the Buyer’s account will be credited with the difference in the price paid on the Sellar Platform versus the cheaper price available off the Sellar Platform.
7.4 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of an Order and the date of delivery, the Supplier may adjust the VAT payable, unless the Buyer has already paid for the Goods in full before the change in VAT takes effect.
7.5 Delivery charges are set by the Suppliers. The price of the Goods does not usually include delivery charges. Applicable delivery charges are as advised to the Buyer during the check-out process, before the Buyer confirms the Order.
7.6 Suppliers sell a large number of Goods through Sellar Platform. It is always possible that, despite the Supplier’s reasonable efforts, some of the Goods on the Sellar Platform may be incorrectly priced. The Supplier will decide what to do if Goods are priced incorrectly and may include:
(a) Goods' correct price is less than the price stated on the Sellar Platform: the Supplier may charge the lower amount when dispatching the Goods to the Buyer; or
(b) Goods' correct price is higher than the price stated on the Sellar Platform: the Supplier may contact the Buyer as soon as possible to inform the Buyer of the error and give the Buyer the option of continuing to purchase the Goods at the correct price or cancelling the Order.
8. How to pay
8.1 Payment methods for payment of the Goods are set by the Supplier and will vary but may include payment via debit or credit card or on the Supplier’s credit terms.
8.2 Payments may be processed on the Sellar Platform or outside of the Sellar Platform depending on the Supplier. If the Sellar Platform is used to process a payment all sums will be processed immediately via our third party payment processor. Sellar does not hold funds directly. Sellar is not responsible for facilitating payments outside of the Sellar Platform. This does not apply to Orders also utilising Sellar Credit.
8.3 Payment terms for the Goods and all applicable delivery charges are subject to the Supplier Specific Ts&Cs.
9. Returns and refunds
9.1 Sellar does not prescribe any returns or refunds policy for Suppliers. The Buyer must refer to the Supplier’s own returns and refunds policy which may be set out on the Sellar Platform and/or included in the Supplier Specific Ts&Cs.
9.2 If the Buyer believes some or all of the Goods under an Order may be returned to, or refunded by, the Supplier it should contact the Supplier directly either via the Sellar Platform or otherwise.
10. Delivery
10.1 Delivery of the Goods is the responsibility of the Supplier and each Supplier may have their own delivery policies (which may include a collection option). The Buyer must refer to the Supplier’s own deliveries policy which may be on the Sellar Platform and/or included in the Supplier Specific Ts&Cs.
10.2 Sellar is not liable to the Buyer for any estimated delivery dates conveyed but not attained.
10.3 Suppliers on the Sellar Platform do not generally offer delivery outside of the UK. If the Supplier does, it’s likely it will require the Buyer to comply with all applicable laws and regulations of the country for which the Goods are destined and be responsible for payment of any such import duties and taxes.
11. No warranty or guarantee from Sellar
As Sellar is not the owner of the Goods, Sellar does not, and cannot, provide any warranty or guarantee in relation to the Goods including whether they comply with applicable laws and regulations. The Supplier may provide their own warranty in the Supplier Specific Ts&Cs or elsewhere.
12. Communications with Suppliers
12.1 The Buyer can communicate with Suppliers as it wishes, via the Sellar Platform or otherwise, but must comply with Sellar’s Acceptable Use Policy at all times.
12.2 The Buyer should assist the Suppliers with any reasonable questions asked about Orders and act professionally when doing so. The Buyer should liaise with Sellar or refer the Supplier to Sellar if the question relates to the operation of the Sellar Platform or any part of the process Sellar is involved in.
13. Disputes and complaints about Orders and Suppliers
13.1 If the Buyer has a complaint, or dispute to raise, about an Order or in relation to the Supplier, the Buyer (and the Supplier) should use their best endeavours to resolve the dispute without any involvement from Sellar.
13.2 The Buyer (and the Supplier) must act in good faith and act reasonably and professionally at all times in order to resolve the complaint or dispute as promptly as possible.
13.3 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 by emailing hello@sellar.io. Sellar will liaise with the Buyer and the Supplier in order to help resolve the dispute in accordance with Sellar’s Dispute Policy.
Part C – Sellar Market
The terms of this Part C will only apply if the Buyer is making an Order via Sellar Market. 14. Use of Sellar Market
Buyers will be able to use Sellar Market by default as part of the Sellar Platform if they wish but there is no requirement to do so.
15. Relationship between Sellar and the Supplier for Sellar Market
When the Buyer makes an Order on Sellar Market, Sellar is acting as agent for the Supplier in order to facilitate the purchase of Goods by the Buyer from the Supplier. Sellar does not own the Goods or sell the Goods directly.
16. Supply of Goods terms and conditions
16.1 When the Buyer places an Order on Sellar Market they agree to the Sellar Market Supply of Goods Terms and Conditions by submitting the order, which are linked to from the checkout page. The sale of Goods will be in accordance with Sellar Market Supply of Goods Terms and Conditions and the Buyer must comply in full.
16.2 When the Supplier accepts an Order placed through Sellar Market Sellar will notify the Buyer on the Sellar Platform and send the Buyer an email to confirm acceptance of the Order, at which point a contract between the Buyer and the Supplier (based on the Sellar Market Supply of Goods Terms and Conditions) will come into existence.
17. VAT receipt
The Buyer can access and download the supply VAT receipt for any Order once it is marked as dispatched via the Sellar Platform. The receipt will include all the information about the Goods as well as separately showing the UK supply VAT collected as part of the Order.
18. Your buyer profile
The Buyer must ensure that your Buyer profile complies with any requirements communicated by Sellar from time to time.
19. Termination and stopping use of Sellar Market
19.1 Buyer’s obligations. If the Buyer stops using Sellar Market or if this agreement is terminated, the Buyer must (unless Sellar agrees otherwise):
(a) leave its supplier facing Buyer profile live until 30 days after fulfilment of the last Order placed through Sellar Market, to allow Suppliers to contact the Buyer about Orders previously submitted. Once this period has expired the Buyer must remove its supplier facing Buyer profile; and
(b) continue to comply with the terms of this agreement insofar as they relate to Orders placed through Sellar Market before stopping use of Sellar Market (or this agreement being terminated). Specifically, this includes assisting Sellar with any issues raised by the Supplier in relation to an existing Order.
19.2 Sellar’s obligations. If the Buyer stops using Sellar Market or if this agreement is terminated, Sellar:
(a) may reject any Order placed after this agreement ends;
(b) may remove the Buyer’s supplier facing Buyer profile from Sellar Market except that Sellar can keep it live until 30 days after fulfilment of the last Order placed through Sellar Market, to allow the Supplier to contact the Buyer about Orders previously submitted;
(c) will continue to comply with the the terms of this agreement insofar as they relate to Orders placed through Sellar Market before stopping use of Sellar Market (or this agreement being terminated); and
(d) will not provide the Buyer access to data (including personal data) generated by its use of Sellar Market.
20. Data Protection
For Orders placed through Sellar Market Sellar will process Buyer personal data in accordance with its Privacy Policy.
Part D – Sellar Credit
The terms of this Part D will only apply if the Buyer is making an Order utilising Sellar Credit.
21. Use of Sellar Credit
When making certain Orders on the Sellar Platform the Buyer may be given the option to utilise Sellar Credit but this may not be available for all Orders. The BNPL Provider currently offers eligible Buyers “End of Month + 30 days” payment terms.
22. Relationship between Sellar, the Buyer and the BNPL Provider for Sellar Credit Orders
22.1 When making an Order using Sellar Credit, Sellar does not provide credit directly. This is provided via Sellar’s BNPL Provider.
22.2 If the BNPL Provider accepts the Buyer’s application, the use of Sellar Credit will be subject to and governed by a separate agreement between the BNPL Provider and the Buyer, in addition to applicable terms in this agreement. These additional terms will be provided to the Buyer by the BNPL Provider at the time.
22.3 When placing an Order using Sellar Credit Sellar is acting as “Merchant of Record”. The Buyer acknowledges this means that Sellar has:
(a) an additional role in the sales process; and
(b) additional requirements mandated on it by law, the BNPL Provider or Sellar’s own risk allocation as part of providing Sellar Credit,
and therefore each of the terms and conditions set out in this Part D are necessary and critical in relation to Orders utilising Sellar Credit.
23. Sellar Credit application
23.1 Use of Sellar Credit will be subject to the BNPL Provider’s application process which can be accessed on the Sellar Platform for first-time Sellar Credit buyers.
23.2 As part of applying for, and if approved, using Sellar Credit, the BNPL Provider may need to use Buyer 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 the BNPL Provider’s Privacy Policy. This will not affect the Buyer’s credit score.
24. Order acceptance
All Orders using Sellar Credit are conditional upon Sellar receiving confirmation from the Supplier that it accepts the Order. Even after the Supplier has accepted the Order, an Order is not accepted by Sellar, and no contract is formed in relation to the sale of the Goods, until Sellar provides Order confirmation in writing.
25. Assignment of payment rights
Upon completion of the Order using Sellar Credit, all rights to receive any amounts owed by the Buyer to Sellar under the terms of this agreement will be assigned to the BNPL Provider. All subsequent payments should be made directly to the BNPL Provider in accordance with the payment schedule provided to the Buyer by the BNPL Provider. This assignment is an integral part of the Sellar Credit solution, and by proceeding with this payment option, the Buyer acknowledges and consents to the transfer of these rights.
26. Title and risk
26.1 The risk in the Goods shall pass to the Buyer on completion of delivery. 26.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Sellar receiving payment in full (in cash or cleared funds) for the Goods (which includes full settlement via the BNPL Provider); and
(b) the Buyer reselling the Goods, in which case title to the Goods shall pass to the Buyer immediately before the time at which resale by the Buyer occurs.
27. Other core sale of goods terms
27.1 The other core sale of good terms relating to:
(a) Placing an order for the Goods;
(b) identifying the Goods;
(c) Price of the Goods;
(d) Delivery of the Goods (including any delivery charges);
(e) Quality of the Goods (including any warranties); and
(f) Returns and refunds,
will be as set out in Part B. That is, dictated by the Supplier and may be with reference to the Supplier Specific Ts&Cs. However, for Orders utilising Sellar Credit Sellar will additionally honour any commitments made by the Supplier in relation to these matters.
Part E – Other important provisions
The terms of this Part E apply at all times.
28. Sellar communications
Sellar will generally use the Sellar Platform to inform Buyers about Orders, answer questions, deal with complaints and also other things about the Sellar Platform, such as changes to the terms of this agreement or Sellar’s policies. Sellar may also contact the Buyer via telephone, email or other methods using the information in the Buyer’s Sellar Platform account.
29. Sellar customer support
Sellar will provide the Buyer with Sellar's standard customer support services during Normal Business Hours. The Buyer can get help via the Help Section of the Sellar Platform. Otherwise, to get in touch with Sellar, the Buyer can email hello@sellar.io or its Account Manager (if it has one), but Sellar may also provide other ways of contacting Sellar.
30. Proprietary rights
30.1 The Buyer acknowledges and agrees that Sellar and/or its licensors own all intellectual property rights in the Sellar Platform and the Documentation. Except as expressly stated herein, this agreement does not grant the Buyer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Sellar Platform or the Documentation.
30.2 Sellar confirms that it has all the rights in relation to Sellar Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
30.3 The Buyer grants Sellar a non-exclusive, worldwide, royalty-free licence to use, reproduce and display:
(a) the Buyer Data in connection with the Buyer’s use of the Sellar Platform; and
(b) the Buyer’s name, logos, trade marks and any images comprised in the Buyer Data on its website and in its sales materials for marketing and business development purposes.
Any further use by Sellar is subject to the Buyer’s prior written consent.
31. Data protection
In providing the Sellar Platform to the Buyer Sellar is acting as a processor of personal data on behalf of the Supplier who acts as the data controller. Please refer to the Supplier for more information on how the Supplier processes the Buyer's personal data.
32. Third party providers
The Buyer acknowledges that Sellar Lists may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Sellar makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Buyer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Buyer and the relevant third party, and not Sellar. Sellar recommends that the Buyer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Sellar does not endorse or approve any third-party website nor the content of any of the third-party website made available via Sellar Lists.
33. Access to and use of data generated through use of the Sellar Platform
Buyer’s use of the Sellar Platform will generate data (including personal data), about orders, queries, ratings and reviews for products, and other matters. Sellar shares data generated through the Buyer’s use of the Sellar Platform with any third parties that you may have approved (and specifically the Supplier).
34. Indemnities
The Buyer 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) arising out of or in connection with the Buyer's use of the Sellar Platform and/or Documentation, provided that:
(a) the Buyer is given prompt notice of any such claim;
(b) Sellar provides reasonable co-operation to the Buyer in the defence and settlement of such claim, at the Buyer's expense; and
(c) the Buyer is given sole authority to defend or settle the claim.
35. Limitation of liability
35.1 Except as expressly and specifically provided in this agreement:
(a) the Buyer assumes sole responsibility for results obtained from the use of the Sellar Platform and the Documentation by the Buyer, and for conclusions drawn from such use. Sellar shall have no liability for any damage caused by errors or omissions in any the Buyer Data, information, instructions or scripts provided to Sellar by the Buyer in connection with the Sellar Platform, or any actions taken by Sellar at the Buyer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Sellar Platform and the Documentation are provided to the Buyer on an "as is" basis.
35.2 Nothing in this agreement excludes the liability of Sellar:
(a) for death or personal injury caused by Sellar's negligence; or
(b) for fraud or fraudulent misrepresentation.
35.3 Subject to clauses 35.1 and 35.2:
(a) Sellar shall have no liability for any:
(i) loss of profits,
(ii) loss of business,
(iii) wasted expenditure,
(iv) loss of agreements or contracts,
(v) loss of anticipated savings,
(vi) depletion of goodwill and/or similar losses,
(vii) loss or corruption of data or information, or
(viii) any special, indirect or consequential loss, costs, damages, charges or expenses; and
(b) Sellar's total aggregate liability to the Buyer in respect of all breaches of duty occurring under this agreement shall not exceed £500.
35.4 References to liability in clause 35 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
35.5 Nothing in this agreement excludes the liability of the Buyer for any breach, infringement or misappropriation of Sellar’s intellectual property rights.
36. Term and termination
36.1 This agreement shall commence on the date the Buyer accepts these terms and shall continue until terminated as provided in this clause 36.
36.2 Either party may terminate this agreement with immediate effect at any time and for any reason (including for a breach of this agreement) by giving written notice to the other party. Notices sent by email should be to the following addresses (or an address substituted in writing by the party to be served):
(i) Sellar: hello@sellar.io
(ii) Buyer: the email address registered to the Buyer’s account
or in the case of Sellar providing notice to Buyer, Sellar may do this via the Sellar Platform.
36.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Buyer shall immediately cease all use of the Sellar Platform and/or the Documentation;
(b) Sellar may destroy or otherwise dispose of any of the Buyer Data in its possession unless Sellar receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Buyer of the then most recent back-up of the Buyer Data. Sellar shall use reasonable commercial endeavours to deliver the back-up to the Buyer within 30 days of its receipt of such a written request. The Buyer shall pay all reasonable expenses incurred by Sellar in returning or disposing of the Buyer Data;
(c) 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.
37. Confidentiality
37.1 Each party undertakes that it shall not at any time during the term of this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 37.
37.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with clause 37; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
37.3 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
38. Force majeure
Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving 7 days' written notice to the affected party.
39. Variation
39.1 Sellar may change these terms (including any policies referred to in them) at any time. Sellar will seek to provide the Buyer with reasonable notice of changes unless Sellar needs to make a change with immediate effect.
39.2 The Buyer’s continued use of the Sellar Platform after having been notified of changes will be deemed the Buyer’s agreement to those changes and they will take effect immediately.
39.3 Subject to clause 39.1, no variation of this agreement shall be effective unless such variation is in writing (or their authorised representatives).
40. Waiver
40.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
40.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
41. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
42. Severance
42.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
42.2 If any provision or part-provision of this agreement is deemed deleted under clause 42.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
43. Entire agreement
43.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
43.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
43.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
44. Assignment
44.1 The Buyer shall not, without the prior written consent of Sellar, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
44.2 Sellar may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
45. No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
46. Third party rights
Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
47. Notices
47.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):
(i) Sellar: hello@sellar.io
(ii) the Buyer: the email address registered to the Buyer’s Sellar Platform account
or in the case of the Buyer providing notice to Sellar, the Buyer may do this via the Sellar Platform.
47.2 Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
47.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
48. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
49. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
50. Interpretation and definitions
50.1 The definitions and rules of interpretation in this clause apply in this agreement.
Acceptable Use Policy: means the Acceptable Use Policy at https://sellar.io/sellar-acceptable-use-policy (as updated from time to time).
Authorised Users: those employees, agents and independent contractors of the Buyer who are authorised by the Buyer to use the Sellar Platform and the Documentation.
BNPL Provider: Hokodo Services Limited (No.11351988) whose registered office is at 77 Leadenhall Street, London, England, EC3A 3DE
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Buyer Data: the data inputted by the Buyer, Authorised Users, or Sellar on the Buyer's behalf for the purpose of using the Sellar Platform or facilitating the Buyer's use of the Sellar Platform.
Documentation: the document(s) made available to the Buyer by Sellar online via https://sellar.io/for-buyers or such other web address notified by Sellar to the Buyer from time to time which sets out a description of the Sellar Platform and the user instructions for the Sellar Platform.
Goods: the Supplier’s goods that are offered for sale to the Buyer on the Sellar Platform. Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Order: an offer by the Buyer to buy the Goods specified in the checkout on the Sellar Platform.
Sellar Credit: the provision of extended payment terms for Orders via Sellar’s BNPL Provider.
Sellar Platform: the platform provided by Sellar to the Buyer under this agreement via app.sellar.io or any other website notified to the Buyer by Sellar from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by Sellar as part of the Sellar Platform.
Supplier: a supplier of Goods on the Sellar Platform.
Supplier Specific Ts&Cs: the Supplier’s own terms and conditions for the sale of its Goods to the Buyer which are entered into directly between the Supplier and the Buyer.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
50.2 Clause and paragraph headings shall not affect the interpretation of this agreement.
50.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
50.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
50.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
50.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
50.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
50.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
50.9 A reference to writing or written excludes fax but not email.