ShelfNow Terms and Conditions

1. INTRODUCTION

Welcome to ShelfNow and thank you for working with us. This page tells you the Terms and Conditions (“Terms”) which apply to the services which we will supply to you, by your use of our website www.shelfnow.co.uk (“Site”), whether as a guest or a registered user. The Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. By ticking the acceptance box or otherwise accessing or using the service you agree that you have read and understood these Terms, which include also our Privacy Policy, and that you agree to be bound by them. You also acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Terms.

2. PRIVACY

Please review our Privacy Notice at www.shelfnow.co.uk/privacy, which also governs your visit to our website, to understand our practices.

3. ABOUT US

3.1 COMPANY DETAILS

ShelfNow Limited (Company Number 11042412) (ShelfNow, we and us) is a company registered in England and Wales and our registered office is at 124 Goswell Road, London, United Kingdom, EC1V 7DP.

3.2 CONTACT US

Questions regarding our Terms and Conditions, Privacy Policy, or other policy related material can be directed to our support staff by email at: info@shelfnow.co.uk

4. HOW SHELFNOW WORKS

4.1. PRODUCERS

Producers list their product details (“Product”), related commercial offers (“Offer”) and their preferences (“Preferences”) on our Site. Based on this information the ShelfNow platform allows you to identify and select Buyers listed in the Site that you might like to trade with. Alternatively, you may use the Site to invite Buyers that are not listed in the Site and with which you already have a trading relationship or otherwise valid contact information. Buyers that are not listed in the Site will be sent an invitation by ShelfNow to join the Site and will be required to register as a Buyer before receiving any Offers from you.

These Buyers will then be contacted by us with details of your Product and Offer. The Buyer will then either accept, decline or simply let your Offer expire. If the Offer is accepted, you and the Buyer will have an opportunity to communicate with each other electronically through the ShelfNow platform in order to agree the final terms of the transactions (the “Order”). You and the Buyer will then approve the Order through our site and we will maintain a record of each Order agreed.

No Order shall be considered to be final until we issue a confirmation e-mail of the Order (“Final Order”).

By accepting the terms of the Final Order you will have entered into a legal agreement to supply the Final Order in accordance with these Terms.

4.2. Producers Obligations

It is the Producers obligation to ensure that:

4.2.1. The terms of the Final Order are complete and accurate;

4.2.2. You comply with the terms of the Final Order as agreed with the Buyer, including any special conditions specified by the Buyer;

4.2.3. You are satisfied that a Buyer is a suitable customer for your Product;

4.2.4. Your profile description on the Site is legal, accurate and complete and to keep the same updated as necessary;

4.2.5. You obtain all necessary licenses, permissions and consents which may be required to use our Site and complete any Final Order.

4.3. BUYERS

Buyers list their outlet details (“Outlet”), and their Product preferences (“Preferences”) on our Site. The ShelfNow platform will notify you of time restricted offers from Producers and you are free to accept, decline or simply let your offer expire. If you accept an Offer, you and the Producer will have an opportunity to communicate with each other electronically through the ShelfNow platform in order to agree the final terms of the transactions (the “Order”). You and the Producer will then approve the Order through our Site and we will maintain a record of each Order agreed. No Order shall be considered to be final until we issue a confirmation e-mail of the Final Order.

By accepting the terms of the Final Order you will have entered into a legal agreement to receive and pay for the Final Order in accordance with these Terms

4.4. BUYERS OBLIGATIONS

It is the Buyers obligation to ensure that:

4.4.1. That you comply with the terms of the Final Order as agreed with the Producer, including any special conditions specified by the Producer;

4.4.2. They are satisfied that the Producer is a suitable supplier for their Outlet;

4.4.3. The Buyers description of their profile on the Site is legal, accurate and complete and to keep the same updated as necessary;

4.4.4. You obtain all necessary licenses, permissions and consents which may be required to use our Site and complete any Final Order.

5. PAYMENT

Payment may only be made using a debit or credit card through our payment facility. We use a third party payment processor to process all payments made via the Site. Payment is pre-authorised in full at the time of agreeing the Final Order and then debited from your debit or credit card around 7 days later. ShelfNow provides a VAT invoice for each Final Order and notifies both Producer and Buyer of the payment status of each invoice.

The Buyer may cancel a Final Order only by agreement in writing from the Producer. Once agreed with the Producer, a cancellation request must be submitted to ShelfNow. If this request is received within 5 days of the date of the Final Order, then ShelfNow will release the pre-authorisation of funds from the Buyers account in full and at no charge to the Buyer. If the cancellation is after this time, then ShelfNow will refund a payment to the Buyer within 5 working days of being notified and less a 3% payment processing charge.

6. REFERRALS

Subject to your compliance with these Terms, ShelfNow may offer from time to time a Referral Program allowing you to earn benefits such as a Referral Fee paid to your nominated bank account or discounts to services or goods offered within the ShelfNow Site.

We will provide details and terms of any Referral Program at the time we offer it to you and you have no obligation to accept any Referral Program. We can change the requirements of the Referral Program and the Referral Fee at any time. The amount of the Referral Fee you will be entitled to, will be the amount that applies at the time you meet all requirements of the Referral Program. If you do not claim the Referral Fee within three months of becoming entitled to it, the Referral Fee will expire and you will lose all rights to it.

You may use the Referral Program by sharing a unique link (which we will provide) to invite specific Producers or Buyers to register with ShelfNow. Provided you meet the requirements (as in force at that time) more than once, you are entitled to a Referral Fee each time you meet such requirements. You must be a registered user of ShelfNow to use any of our Referral Programs. If you share your referral link on your website(s) or other social media where you do not know the recipient(s), your referrals will not be governed by or meet the requirements of our Referral Program.

7. CANCELLATION

We may refuse to process an Order for any reason or refuse service to anyone at any time at our sole discretion. We will not be liable to you or any third party by reason of so refusing or by reason of unwinding or suspending any transaction after processing has begun.

8. DELIVERY

Producers are responsible for the safe and timely shipping of their Product to the Buyer and for insurance against risks normally borne by senders. We may from time to time recommend third party logistics companies to support shipping and fulfillment. However, any such recommendations are advisory only and the Producer is responsible for agreeing any necessary terms with logistics companies directly.

Buyers are responsible for making arrangements at their stated delivery address to receive products from Producers. In the event that a Product is damaged, lost or otherwise adversely compromised during the delivery and receipt process your sole recourse is with the sender of the Product. We do not offer a delivery service and we do not warrant the safe delivery of any goods ordered on the Site.

9. RETURNS

If you wish to discuss or organise a return, exchange or refund of any item please contact the Producer directly using the messaging facility on the Site. Any returns or refunds shall be made by the Producer in accordance with their specific terms of supply to you.

10. YOUR MEMBERSHIP ACCOUNT

If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

Our Site may only be accessed by individuals who are 18 years and above. By creating a profile through our Site you warrant that you are at least 18 years old and can form legally binding contracts under applicable law. ShelfNow and its associates reserve the right to refuse service, terminate accounts, remove or edit content, restrict access, or cancel orders at their sole discretion.

We reserve the right to withdraw or amend access to the Site at any time. We shall not be liable to you for any losses, damages, costs or expenses arising from or in connection with any suspension or unavailability of the Site at any time or for any period.

11. ELECTRONIC COMMUNICATIONS

When you visit the Site or send an e-mail to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, SMS or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

12. COPYRIGHT

All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of ShelfNow or its content suppliers and protected by international copyright laws. The compilation of all content on this Site is the exclusive property of ShelfNow, with copyright authorship for this collection by ShelfNow, and protected by international copyright laws.

13. TRADEMARKS

ShelfNow trademarks and trade dress may not be used in connection with any product or service that is not ShelfNow, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits ShelfNow. All other trademarks not owned by ShelfNow or its subsidiaries that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ShelfNow or its subsidiaries.

14. INTELLECTUAL PROPERTY RIGHTS AND YOUR USAGE RIGHTS

ShelfNow is the owner or the licensee of all intellectual property rights in our Site, and in the material published on it. We own, or are the licensee to, all right, title and interest in and the Site, including all rights under patent, copyright, trade secret or trademark law, and any and all other proprietary rights, including all applications, renewals, extensions and restorations thereof.

ShelfNow is the owner of all aggregated and anonymised data we may derive in part or in full from any content in the Site and has the right to use this data for resale or other commercial uses.

We do not claim ownership rights in your content. If you post content or submit material, and unless we indicate otherwise, you grant us a perpetual, irrevocable, non-exclusive, royalty-free and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

15. YOUR ACCESS TO SHELFNOW

ShelfNow grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of ShelfNow. This license does not include any resale or commercial use of this Site or its contents: any collection and use of any product listings, descriptions, or prices: any derivative use of this Site or its contents: any downloading or copying of account information for the benefit of another merchant: or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of ShelfNow.

16. LINKING TO AND FROM OUR SITE

You may link to our home page with our consent and provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.

Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

17. REVIEWS, COMMENTS, EMAILS, AND OTHER MEMBER CONTENT

Users may post reviews, comments, and other content so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content.

If you do post content or submit material, and unless we indicate otherwise, you grant ShelfNow and its associates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant ShelfNow and its associates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post: that the content is accurate: that use of the content you supply does not violate this policy and will not cause injury to any person or entity: and that you will indemnify ShelfNow or its associates for all claims resulting from content you supply.

ShelfNow reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content. ShelfNow takes no responsibility and assumes no liability for any content posted by you or any third party.

Your attention is particularly drawn to the provisions of clause 18 (Limitation of liability)

18. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

We do not make or accept any offers or orders, either in our own capacity or on behalf of either Buyers or Producers or any other party. Final Orders are agreed exclusively between Producers and Buyers. We are not a party to any Final Order agreement, or negotiation to any Final Order, and we do not fulfil any obligations derived from the contractual trading relationship between Buyers and Producers. We disclaim all liability arising from or related to any Order or Final Order agreement to the fullest extent permitted by law. We do not give any undertaking regarding the quality of Products ordered from Producer.

This Site is provided by ShelfNow on an “as is” and “as available” basis. We make no representations or warranties of any kind, express or implied, as to the operation of this Site or the information, content, materials or products included on this Site. To the fullest extent permissible by applicable laws, we disclaim all warranties, express or implied from your use of this Site. We do not warrant that this Site, its servers, or e-mail and SMS sent from us are free of viruses or other harmful components. We will not be liable for any damages of any kind from using this Site.

We do not warrant or represent that any Buyers or Producers listings are accurate.

Your attention is particularly drawn to the provisions of clause 19 (Future Restrictions).

19. FUTURE RESTRICTIONS

During the term of your Membership Account and by use of the Site to access our database of Buyers and Producers, the user, being a Producer or Buyer agrees that they shall not make Offers, agree any Final Orders or make/receive any resulting payments outside of the Site with any Producer or Buyer, where they had no previous trading relationship. Even where existing relationships occur the Producer or Buyer may not circumvent payment for specific Offers or Final Orders which have been made through the Site.

20. APPLICABLE LAW

By visiting the Site, you agree that the laws of England and Wales, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and us or our associates.

21. DISPUTES

We will have no obligations in relation to any dispute arising between the contract entered into between the Producer and Buyer through the use of the Site. Any dispute relating in any way to your visit to our Site should be notified to us as soon as possible to info@shelfnow.co.uk.

Please note that should you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in the United Kingdom, and by accepting these Terms you consent to exclusive jurisdiction and venue in such courts.

22. SITE POLICIES, MODIFICATION, AND SEVERABILITY

We reserve the right to make changes to our Site, policies, and these Terms at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.