Terms & Conditions

1. Understanding these Terms

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1.1  These Terms are divided into three parts:

• 1.1.1 Part 1: Definitions and Rules of Interpretation.
  These contain certain words and phrases that are used throughout these Terms and which have specific meanings (these are known as defined terms). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used anywhere in these Terms, it has the meaning given to it in Part 1. As well as defined terms, Part 1 also contains some further rules of interpretation to help with understanding these Terms.

• 1.1.2 Part 2: General Terms and Conditions.
  ‍These set out the Terms applicable to Accounts on the Platform and describe how you may buy and sell Products on the Platform if you register an Account. As set out in clause 7.4, we are not a party to any Sales Contract.

• 1.1.3 Part 3: Model Sales Contract.
  Sets out the default terms which will apply to sales of Products on the Platform.

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1.2  If you are acting on behalf of your employer or a business when you register an Account, you represent and warrant that:

• 1.2.1 you have full legal authority to bind your employer or that business; and
• 1.2.2 you agree to these Terms on behalf of the business that you represent.

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1.3  Please note that use of our mobile applications, through which the Platform is made available, is governed by our End User Licence Agreement (EULA) (available here). You agree to comply with the terms and conditions of the EULA when using the Platform.

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1.4  In addition to clause 1.3, please note that we only use your personal information in accordance with our privacy policy (available here).

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Part 1: Definitions and Rules of Interpretation

2. Definitions

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2.1  In these Terms:

• "48 hr – Fire Sale" has the meaning given in clause 8.2.1;
• "10 Day Sale" has the meaning given in clause 8.2.2;
• "50 Day Sale" has the meaning given in clause 8.2.3;
• "Account" means a registered account used to access certain features of the Platform;
• "Balance" means the Price less the ONRO Fee;
• "Business Seller" means any person offering a Product for sale on the Platform who is acting for purposes relating to that person's trade, business, craft or profession;
• “Business User” has the meaning given in clause 16.4;
• "Buyer" means any person who uses the Platform to purchase Products;
• "Buyer Protection Scheme" has the meaning given in clauses 11.2 to 11.11 (inclusive);

• "Buyer Protection Fee" means an amount that Onro may charge from time to time in consideration of the Company facilitating the "Buyer Protection Scheme" defined in clause 11.12;

• "Change Notice" has the meaning given in clause 15.3;
• "Confirmation Email" has the meaning given in clause 7.2;
• "Consumer"means a person acting for purposes that are wholly or mainly outside of their trade, business, craft or profession;
• "Content"means any audio-visual or other content uploaded, supplied and/or provided by a Registered User on the Platform;
• "Cooling-off Period" has the meaning given in clause 6.3 of theModel Sales Contract (as applicable);
• "Days" means calendar days;
• "Data Controller", "Data Subject","Data Processor" and "Personal Data", shall have the respective meanings given to each of them in Data Protection Legislation;
• "DataProtection Legislation" means the General Data Protection Regulation (GDPR), the UK Data Protection Act 2018 and European Union Directive 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of Personal Data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities;
• "Data Protection Losses" means all liabilities, including: (a) costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses and damages; and (b) to the extent permitted by applicable law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority or any other relevant regulatory authority; (ii) compensation to a Data Subject ordered by a supervisory authority, court or other tribunal of competent jurisdiction; and (iii) the costs of compliance with investigations by a supervisory authority or any other relevant regulatory authority;
• "Delivery Charges" means any delivery charges which apply to the shipment of a Product;
• “Delivery Provider” has the meaning given in clause 9.8;
• "Extended Notice Period" has the meaning given in clause 15.3;
• "Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and operating practice which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced data controller engaged in the same or a similar business as the Business Seller and seeking, in good faith, to comply with its obligations;
• "Intellectual Property Rights" means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world and related goodwill;
• "Listing" means a listing of a Product for sale on the Platform, which provides details of that Product;
• "Minimum Selling Price" has the meaning given in clause 6.3;
• "Model Sales Contract" means the contract set out in Part 3 of these Terms;
• "Non-business Seller" means a Seller that is not a Business Seller;
• "ONRO Fee" means an amount equal to five percent (5%) plus VAT (i.e. 6% at the current VAT rate) of the total Price of a Product and the associated Delivery Charges, that the Company will deduct from the amount due to the Seller in consideration of the Company facilitating the sale of a Product on the Platform, as set out in the clause 8.6. For the avoidance of doubt, the amount upon which the ONRO Fee is calculated shall be the Price of a Product including associated Delivery Charges. 8.6.
• "Order" has the meaning given in clause 7.1;
• "Original Listing Price" means the Price of a Product when the Product is first listed on the Platform;
• "Party" means each of you and us;
• "Payment Provider" means Stripe Payments Europe Limited or any other payment provider made available on the Platform from time to time;
• "Price" means the price for a Product, which shall be inclusive of VAT;
• "Product" means an item which is made available for purchase on the Platform;
• "Protected Data" means Personal Data received by the Seller from us for the purposes of fulfilling Sales Contracts and and/or Personal Data otherwise processed by the Seller in connection with these Terms;
• "Registered User" means a person who has registered an Account on the Platform;
• “Sale or Sales Type” has the meaning given in clause 8.2;
• "Sales Contract" means the separate contract which is concluded between a Buyer and a Seller for the sale and purchase of a Product. The Model Sales Contract applies to all sales on the Platform;
• “Security Incident” has the meaning given in clause 6.14;
• "Seller" means any person, other than the Company, offering a Product for sale on the Platform;
• "Ship" or "Shipped" means the Product being collected by the Delivery Provider or dropped off at a Delivery Provider drop off point; and
• "VAT" means value added tax or similar sales taxes.

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3.  Rules of Interpretation

3.1 In these Terms:

• 3.1.1  when we refer to "we", "us" or "our", we mean the Company and when we refer to "you" or "your" we mean:
  (a)  you, the person registering an Account, or with a registered Account, on the Platform; and
  (b)  if an Account is being registered or has been registered on behalf of a Business Seller, the business on whose behalf you are acting.
• 3.1.2  use of the singular includes the plural and vice versa;
• 3.1.3  any references to a "person" or "entity" shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
• 3.1.4  any reference to a statute, statutory provision, subordinate legislation, code or guideline ("legislation") is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
• 3.1.5  any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
• 3.1.6  in writing includes by email unless otherwise indicated.

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Part 2: General Terms and Conditions

4. Your Account

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4.1 In order to sell and buy products through the Platform you will need to register an Account with us and create a profile. When you register an Account, you will be asked to provide certain information (such as your email address) and to create a password, as part of our security procedures. You must treat such password as confidential and you must not disclose it to any third party. Please note that you can only register one Account per email address.

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4.2 You must be aged 18 or over to register an Account with us.  

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4.3 If you are registering an Account on behalf of a business, we will ask you to confirm this during the registration process.

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4.4 We have the right to disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you are a Business Seller, this clause is subject to clauses 12.8 to 12.10 (inclusive).

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4.5 If you know or suspect that anyone other than you knows your Account login details, you should change your password and must immediately notify us at support@onro.com.

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4.6 You are responsible for any unauthorised use of your Account.

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5. Using the Platform

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5.1 If you are a Registered User you will not:

• 5.1.1 use the Platform in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms;
• 5.1.2 infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform (to the extent that such use is not licensed under these Terms);
• 5.1.3 provide any false or misleading information in your Account details;
• 5.1.4 post any Content on the Platform that is false, misleading, defamatory, offensive or otherwise objectionable;
• 5.1.5 use the Platform by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Platform for use within a third party website or application;
• 5.1.6 collect or harvest any information or data from our systems or attempt to decipher any transmission to or from the servers running the Platform;
• 5.1.7 use the contact information of other users for any purpose other than in relation to a transaction on the Platform;
• 5.1.8 use the ratings or feedback system in a way which is unfair or unlawful;
• 5.1.9 contact another Registered User directly to ask for feedback.;
• 5.1.10 use any abusive, threatening or intimidating language, against any Company staff, personnel, or sub-contractors, or against other Registered Users ("Abusive Behaviour"). Abusive Behaviour will not be tolerated and will result in immediate suspension of the Registered User’s Account, and if appropriate, we may contact law enforcement agencies;  
• 5.1.11 by any act or omission bring the Platform and/or the Company and/or any of our affiliates into disrepute;
• 5.1.12 copy, or otherwise reproduce or re-sell any part of the Platform unless expressly permitted to do so in these Terms;
• 5.1.13 access, query or search the Platform with any automated system, other than through our published interfaces;
• 5.1.14 circumvent any technical measures we use to provide and/or secure the Platform; and
• 5.1.15 create multiple accounts to evade punishment or avoid restrictions.

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5.2 If you are a Registered User, you agree:

• 5.2.1 that all information related to your Account, including your email address and postal address, will be kept accurate and up to date at all times;
• 5.2.2 that if you are a Business Seller, you will make it clear in any Listings that you post on the Platform that you are selling on behalf of a business;
• 5.2.3 to comply with these Terms at all times; and
• 5.2.4 to comply in full with all Sales Contracts that you enter into from time to time.

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5.3 If you become aware of any Listing and/or Content that breaches these Terms, please contact us on report@onro.com providing details of: (i) the date on which it was posted and where it can be found on the Platform; (ii) the username of the person who posted it; (iii) reasons why the Listing and/or Content should be deleted; and (vi) copies of any communication with the person who posted it (if any).

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6. Selling Products

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This clause 6 applies to Sellers only.

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6.1 Products can be listed on the Platform for free.

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6.2 When posting a Listing you agree:

• 6.2.1 that you will only list a Product which you own and have all legal rights to;
• 6.2.2 that you are responsible for accurately describing the Product and its condition, including: (i) whether it is new or second hand; and/or (ii) if there is any damage to the Product (such as marks or scratches);
• 6.2.3 to ensure that the Price for the Product is clearly and prominently stated;
• 6.2.4 that any photos you upload will accurately reflect the Product;
• 6.2.5 that the Product is not a prohibited or restricted item as set out in Schedule 1;
• 6.2.6 that you shall not interfere with any other Registered User's Listing;
• 6.2.7 not to take any action with the intention of circumventing or manipulating the ONRO Fee which is due to us;
• 6.2.8 that the Product will be safe, fit for purpose and in the quality described in the Listing for that Product; and
• 6.2.9 that you will provide any relevant safety information and safety documentation applicable to the relevant Product.

6.3 You will have the option to set a minimum selling price for a Product (the "Minimum Selling Price") prior to posting a Listing. A Listing will automatically be removed if the Price of the Product would otherwise fall below the Minimum Selling Price. Please see clause 8.2 for further information.

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6.4 Please note that, if you are a Business Seller, clauses 6.3 to 6.17 of the Model Sales Contract will apply to any Sales Contract you enter into with a Consumer.

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6.5 The Platform is only intended for sales within the United Kingdom. You agree that you will only:

• 6.5.1 list Products for Sale on the Platform if you are resident in the United Kingdom; and
• 6.5.2 deliver Products that you sell through the Platform to addresses in the United Kingdom.

6.6 If a Buyer enters into a Sales Contract with you, you will be obliged to fulfil that Sales Contract and deliver the Product to the Buyer. As such, if you list a Product on the Platform, you agree that for the duration of the Listing you will not offer that Product for sale elsewhere.

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6.7 You can remove a Listing for a Product at any time prior to entering into a Sales Contract for that Product.

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6.8 If you are a Business Seller, any Listings which you post on the Platform must include an address which Buyers can use to return Products to you.

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6.9 The placement and ranking of your Listing on the Platform is determined by the following factors:

• 6.9.1 the product category of the Product you are offering for sale;
• 6.9.2 relevance of your Listing to search terms entered;
• 6.9.3 the date on which your Listing was added; and
• 6.9.4 the Price of the Product you are offering for sale.

6.10 We may restrict or suspend a Listing from the Platform if we believe it contravenes these Terms. If we do so, we shall provide you with a written statement of reasons for our decision. For the avoidance of doubt, we do not review any Listing prior to it being uploaded and are not obliged to once it is live on the Platform, but we reserve the right to take down and/or restrict access to any Listing that we believe contravenes these Terms and/or the EULA.

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Data

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6.11 You and we acknowledge that you and we each act as independent Data Controllers. You and we agree to comply with applicable Data Protection Legislation in respect of Personal Data processed in connection with these Terms.

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6.12 You shall only use Protected Data received under these Terms solely for the purposes of fulfilling Sales Contracts with Buyers and may not use such Protected Data for any purpose other than the fulfilment of Sales Contracts and/or as otherwise permitted under these Terms.

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6.13 You must comply, and if you are a Business Seller must ensure that your personnel and other representatives and sub-contractors comply with, the provisions of the Data Protection Legislation applicable to the fulfilment of Sales Contracts and processing of Protected Data.  You must not do, or omit to do, and (where applicable) must ensure that your personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) us to be in breach of any provision of any Data Protection Legislation.

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6.14 You must promptly (and in any event within 24 hours of you becoming aware of the matter) notify us of any accidental or intentional damage, alteration, destruction, unauthorized disclosure, loss, misuse or theft of or to Protected Data ("Security Incident").  You shall provide full cooperation and assistance to us and our affiliates in respect of our efforts to (a) investigate, remediate, and mitigate the effects of the Security Incident and (b) comply with notification obligations to individuals, clients or regulatory authorities.

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6.15 You shall not transfer any Protected Data outside of the European Economic Area or the United Kingdom unless the following conditions are fulfilled:

• 6.15.1 you have provided appropriate safeguards in relation to the transfer;
• 6.15.2 the Data Subject has enforceable rights and effective legal remedies; and
• 6.15.3 you comply with your obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.
• 6.16 You shall and shall procure that any other person you authorise to process the Protected  Data shall, at no additional cost: implement (and update from time to time as needed) appropriate technical, organisational, and security measures (including any specific security measures notified by us) to protect Protected Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, disclosure, or alteration which shall as a minimum be in compliance with Data Protection Legislation and, if you are a Business Seller, Good Industry Practice.
• 6.17 Upon a Party's reasonable written request (the "Requesting Party"), the other Party shall provide the Requesting Party with all co-operation and assistance reasonably requested by the Requesting Party in relation to individuals exercising their rights under applicable Data Protection Legislation to enable the Requesting Party to respond to that request in compliance with applicable deadlines and information requirements.
• 6.18 You shall not retain or process any Protected Data for longer than is necessary in connection with fulfilling Sales Contracts, or, if longer, to adhere to your binding requirements under applicable law.
• 6.19 If you are a Business Seller, you shall indemnify and keep us indemnified in respect of all Data Protection Losses suffered or incurred by us, arising from or in connection with any breach you or any of your Data Processors and sub-Processors of your obligations under clauses 6.11 to 6.19 (inclusive) and/or applicable Data Protection Legislation.

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7. Purchasing Products and Forming a Contract

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7.1 The Platform allows Registered Users to buy Products which have been listed for sale on the Platform. When placing an order to buy a Product through the Platform (an "Order") you agree that:

• 7.1.1 you are responsible for reading the full description of the Product and any further information detailed in a Listing prior to placing an Order;
• 7.1.2 your Order is an offer to enter into a contract with the Seller; and  
• 7.1.3 you will pay for the Product when your Order is placed via the Payment Provider which is made available on the Platform.

7.2 Your Order will be confirmed when we send you an email confirming the information included in your Order (the "Confirmation Email"). The Seller will also be sent an email to notify them that their Product has been purchased. When we send you the Confirmation Email these Terms, your Order and the Sales Contract will become legally binding on you and the Seller.

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7.3 We provide the Platform only and are not a Seller. We do not have possession or ownership of any Products listed by Sellers on the Platform. We give no commitments in relation to:

• 7.3.1 the existence, quantity, safety, quality or description of any Products listed on the Platform by Sellers;
• 7.3.2 the ability of Buyers to pay for any Products purchased on the Platform;
• 7.3.3 the ability of Sellers to sell any Products on the Platform; or
• 7.3.4 a Buyer or Seller actually completing a transaction on the Platform.

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Sales Contracts

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7.4 We provide services which enable Registered Users to offer, sell and buy Products. We are not a party to any Sales Contract and shall have no liability under any Sales Contract. The Sales Contract is between a Buyer and a Seller.  

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7.5 Please note that the Model Sales Contract will apply to all sales on the Platform.

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8. Price, Payment, Fees and Taxes

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8.1 The Price for each Product will be set out in the Listing for that Product. Delivery Charges will also be provided during the order process which shall be additional to the Price of the Product.  Any amounts for the Buyer Protection Fee (currently nil) will also be visible to the Buyer prior to the purchase of a Product and clearly identified in the "Confirmation Email" and subsequent invoice.

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8.2 We operate a unique pricing model on the Platform, offering multiple sale types including "48 hr - Fire Sale", "10 Day Sale" and "50 Day Sale":

• 8.2.1 If a Product is part of a “48 hr - Fire Sale”, the Price of the Product will be discounted by two percent (2%) from the Original Listing Price every hour, starting 24 hours after the Product is first listed on the Platform. If the Product is still listed at the beginning of the forty-eighth (48th) hour, at that point the Price will be discounted by a further six percent (6%) of the Original Listing Price rather than two percent (2%). The Price of the Product will continue to be discounted every hour until: (i) the Product is bought; (ii) forty-eight (48) hours have elapsed; or (iii) the Minimum Selling Price set by the Seller is reached (at which point the Product will be de-listed after one hour) whichever is sooner. By way of example only:
  If a Product is listed with a Price of £100 at 9.00 am, at 9 am the next day the Price of the Product will be reduced to £98, at 10 am the Price of the Product will be reduced to £96 and so on until: (i) the Product is purchased; (ii) forty-eight (48) hours have elapsed; or (iii) the Minimum Selling Price set by the Seller is reached (at which point the Product will be de-listed after one hour) whichever is sooner.
• 8.2.2 10 Day Sale: If a Product is part of a “10 Day Sale”, the Price of the Product will be discounted by two and half percent (2.5%) from the Original Listing Price every six (6) hours, starting 24 hrs after the Product is listed on the Platform. The Price of the Product will continue to be discounted every six (6) hours until: (i) the Product is bought; (ii) ten (10) sales days have elapsed; or (iii) the Minimum Selling Price set by the Seller is reached (at which point the Product will be de-listed after 24 hours), whichever is sooner. By way of example only:
  If a Product is listed with a Price of £100 at 12am on Monday, at 12 am on Tuesday the Price of the Product will be reduced to £97.5, at 6 am on Tuesday the Price of the Product will be reduced to £95, at 12 pm on Tuesday the Price of the Product will be reduced to £92.5 and so on until: (i) the Product is purchased; (ii) ten (10) sales days have elapsed; or (iii) the Minimum Selling Price set by the Seller is reached (at which point the Product will be de-listed after 24 hours), whichever is sooner.
• 8.2.3 50 Day Sale: If a Product is part of a “50 Day Sale”, the Price of the Product will be discounted by one percent(1%) from the Original Listing Price every twelve (12) hours, starting 24 hrs after the Product is listed on the Platform. The Price of the Product will continue to be discounted every twelve (12) hours until: (i) the Product is bought; (ii) fifty (50) sales days have elapsed; or (iii) the Minimum Selling Price set by the Seller is reached (at which point the Product will be de-listed after 24 hours), whichever is sooner. By way of example only:
  If a Product is listed with a Price of £100 at 12am on Monday, at 12 am on Tuesday the Price of the Product will be reduced to £99, at 12 pm on Tuesday the Price of the Product will be reduced to £98, at 12 am on Wednesday the Price of the Product will be reduced to £97 and so on until: (i) the Product is purchased; (ii) fifty (50) sales days have elapsed; or (iii) the Minimum Selling Price set by the Seller is reached (at which point the Product will be de-listed after 24 hours), whichever is sooner.

• 8.2.4 Our server uses the Network Time Protocol to determine the time at which the Price of a Product should be discounted during any sale. In the event of a discrepancy between the Price displayed for a Product on your device and the Price registered on our server during any sale, the Price registered on our server will be used.
• 8.2.5 A Product will remain listed until paid for in accordance with clause 8.3 and a Confirmation Email has been received by a Buyer, only after which will the Product be delisted from the Platform.
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8.3 When you place your Order, you will be required to pay the Price and any Delivery Charges. Payments can be made using a credit or debit card with all payments on the Platform being made via the Payment Provider.

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8.4 All payments due under a Sales Contract must be made using the Platform. If you have entered into a Sales Contract, you agree not to make direct arrangements with the Buyer or the Seller for payment to be made outside of the Platform.

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8.5 If you are buying Products and your payment is not authorised, the Sales Contract will not be fulfilled.

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Clauses 8.6 to 8.10 apply to Sellers only.

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8.6 In consideration of the Company facilitating the sale of your Product on the Platform, you shall pay the ONRO Fee to us in accordance with clauses 8.7 to 8.10 (inclusive) below.

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8.7 Following payment by the Buyer of the Price for a Product, the ONRO Fee will become immediately due and payable by you. We will therefore immediately deduct the ONRO Fee from the amount we receive from the Buyer. The Balance will be held by the Payment Provider until 6 pm (in the UK) on the third day after the Product is confirmed in writing as being delivered by the Delivery Provider (with the first day being the day that the product was delivered), after which the Balance will be made available to the Seller (unless a Buyer raises an issue with their Product, in which case the Balance may be withheld for further periods of time, or remitted to a Buyer (along with any applicable additional amounts), in accordance with clause 11). Please note that the Payment Provider may need to carry out compliance checks (such as know your customer checks) before releasing the Balance, which could result in delays in the Balance being made available to you. All payments are subject to the Payment Provider’s terms and conditions, which can be found here.

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8.8 We may set off any liability you owe to us and make a deduction from the Balance accordingly (including, for example, to account for any refunds, chargebacks, fraudulent activity and/or money laundering).

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8.9 We have the right to make changes to the ONRO Fee from time to time, although we shall provide you with at least thirty (30) Days' notice of such a change. Any such change shall not apply to any Sales Contract entered into during the thirty (30) day notice period.

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8.10 You are responsible for compliance with all applicable tax and regulatory obligations (including any VAT, applicable customs charges, import taxes, duties or similar charges applicable to shipment of Products) pursuant to a Sales Contract and we recommend that you take independent legal and tax advice in this respect. The VAT included in our invoice only relates to the ONRO Fee.

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9. Delivery

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9.1 The Seller will deliver the Products to the address specified by the Buyer during the order process.

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9.2 All Products shall be Shipped (within seven (7) Days of the Confirmation Email (day 1 being the day after the receipt of the Confirmation Email). Additional delivery tracking details will be provided by the Delivery Provider once the Seller has Shipped the Products to the Buyer.

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9.3 Delivery of Products shall be in accordance with the Delivery Provider’s terms and conditions, which can be found here.

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9.4 The Seller will be responsible for arranging for the Products to be delivered to the Buyer. If you are a Seller:

• 9.4.1 you must ensure that all Products are appropriately, carefully and securely packaged;
• 9.4.2 you must Ship the Product(s) purchased by a Buyer within seven (7) Days of the Sales Contract (day 1 being the day after the receipt of the Confirmation Email). Failure to do so will result in the Sales Contract being cancelled and a refund being issued to the Buyer by the Company in accordance with clause 11.1; and
• 9.4.3 you must ensure that the Product(s) is delivered within fourteen (14) Days of the date you Shipped the product. If the Product has not been delivered for any reason (including due to the Buyer’s unavailability or inaction) within fourteen (14) Days from the date the Product was Shipped (day 1 being the day after the Product was Shipped), the Sales Contract will be cancelled and a refund will be issued to the Buyer by the Company in accordance with clause 11.1, irrespective of whether the Product is subsequently delivered.

9.5 If the Delivery Provider has lost the Product(s) then a Seller must contact the Delivery Provider and make any necessary claims against the Delivery Provider.  Clause 9.4.3 will apply in such circumstances and the Company will issue a full refund to the Buyer in accordance with clause 11.1.

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9.6 If you are a Buyer, it is your responsibility to ensure that the address you provide when placing an Order for a Product is correct and for ensuring availability (either in person, with a neighbour or at a delivery point which has been notified to the Delivery Provider) for a Product to be delivered.  

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9.7 Sellers must deliver Products sold on the Platform using the delivery methods offered by the Platform. We keep available shipping options under review. Sellers should not use the Platform to sell Products if they do not wish to use the shipping options available on the Platform.

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9.8 Please note that the delivery options available on the Platform are provided by third party delivery companies ("Delivery Providers") and additional terms and policies will apply to deliveries you make. If you are a Seller:

• 9.8.1 you must review and agree to the terms and policies, as failure to adhere to a Delivery Provider’s terms and policies may mean that your Product cannot be collected and/or delivered. By being a Seller on our Platform, you are deemed to have agreed to our Delivery Provider’s terms and policies, which can be found here; and
• 9.8.2 you should ensure that Products are correctly described in each Listing you post on the Platform. This is because each Delivery Provider uses Listing information to calculate the cost of delivering a Product. If you fail to provide correct information about a Product in a Listing, the Delivery Provider may refuse to deliver your Product.

9.9 The Seller will bear the risk of any loss of or damage to a Product up until the point at which the Product is delivered to the Buyer.

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10. Cancellations, Returns and Refunds

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10.1 Save as set out in clause 10.2 and 10.3, if you have purchased a Product from a non-business Seller, your purchase will be covered by the Buyer Protection Scheme (which, for the avoidance of doubt, is set out at clauses 11.2 to 11.12 (inclusive)).

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10.2 If you are a Consumer and you purchased a Product from a Business Seller, your cancellation, returns and refund rights are set out in clauses 6.3 to 6.17 of the Model Sales Contract.

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10.3 If a Product is not: (i) confirmed as Shipped by the Delivery Provider within seven (7) Days of the Sales Contract (day 1 being the day after the receipt of the Confirmation Email); and / or (ii) delivered within fourteen (14) Days of the date that it was Shipped (day 1 being the day after the Product was Shipped), the Company will provide the Buyer with a full refund in accordance with clause 11.1.

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11. Issues and Disputes

Other than as set out under this clause 11, the Company shall have no material involvement in disputes, which remain solely between Buyers and Sellers.

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Products not Shipped or delivered

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11.1 Seller must Ship the Products within seven (7) Days of the Sales Contract (day 1 being the day after the date of the Confirmation Email). A Product must also be delivered within fourteen (14) Days of the date that it was Shipped (day 1 being the day after the Product was Shipped). If the Company confirms, via the Delivery Provider and information reasonably requested by the Company and provided by a Buyer, that the Product has not been (i) Shipped within seven (7) Days of the Sales Contract (day 1 being the day after the receipt of the Confirmation Email); or (ii) delivered within fourteen (14) Days of the date that it was Shipped (day 1 being the day after the Product was Shipped), the Company shall (on the Seller’s behalf) provide the Buyer with a full refund of the Price and Delivery Charges, and the Sales Contract shall be terminated in accordance with clause 9.1.2 of the Model Sales Contract.

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In such circumstances, the Seller shall be under an obligation to pay the Company any additional amounts (including the value of the ONRO fee) required by the Company for the Company to provide the Buyer with a full refund free of any deductions and at no cost to the Company. Such payment(s) must be made by the Seller within two (2) Days of the Company refunding the Buyer. The Company may, at its discretion and in accordance with clause 8.8, choose to offset any amounts owing to the Company under this clause 11.1 from the Seller’s future Balance.

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Buyer Protection Scheme

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11.2 The process set out at clauses 11.3 to 11.12 (inclusive) below shall not apply if: (i) clause 11.1 applies; or (ii) if the Buyer is a consumer and has an issue with the Product or otherwise wishes to return a Product bought from a Business Seller in accordance with their cancellation rights, the Buyer should contact the Seller directly in accordance with clauses 6.3 to 6.17 (inclusive) of the Model Sales Contract.

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Issues and disputes within three (3) Days of delivery of the Product

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11.3 The delivery confirmation email from the Delivery Provider shall allow Buyers to click a button if they want to raise an issue with their Order (the “Report an Issue Button”). If a Buyer has an issue with their Order they should click the Report an Issue Button as soon as possible and in any event before 6pm on the third day after the delivery of the applicable Product (with the day of the delivery being the first day). Please note that a Buyer must press the Report an Issue Button and no other form of correspondence will be accepted as starting this issues and disputes process.

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11.4 If a Buyer clicks the Report an Issue Button and complies with clause 11.3, the Balance shall not be made available to the Seller in accordance with 8.7 and such monies will instead be released in accordance with the provisions of this clause 11.  

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11.5 From the point a Buyer complies with clause 11.3, the Buyer and the Seller shall have five (5) Days to try and resolve the issue (with the first day being the day in which the Buyer complied with clause 11.3). Seller and Buyer shall comply with the Issues and Disputes process laid out in the Support Centre.

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11.6 If the Buyer and the Seller resolve the issue within five (5) Days (with the first day being the day in which the Buyer complied with clause 11.3), the Company shall release payment to either the Seller or Buyer once both Seller and Buyer have confirmed that the matter has been resolved, including the proof of performance of any agreement between the Seller and Buyer to return the product to the Seller. If the Company releases payment to:

• 11.6.1 the Buyer, the Seller shall be under an obligation to pay the Company any additional amounts (including the value of the ONRO fee) required by the Company to reimburse the Company for providing the Buyer with a full refund free of any deductions and at no cost to the Company. Such payment(s) must be made by the Seller within two (2) Days of the Company refunding the Buyer. The Company may, at its discretion and in accordance with clause 8.8, choose to offset any amounts owing to the Company under this clause 11.6 from the Seller’s future Balance; or
• 11.6.2 the Seller, the Company shall remit any monies due to the Seller in accordance with these Terms.

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11.7 If the Buyer and the Seller are unable to resolve the dispute, the Buyer or the Seller may refer the matter to the Company as a dispute for determination by contacting support@onro.com. If the Buyer or Seller want to refer the matter to the Company, this must be done within five (5) Days (with the first day being the day in which the Buyer clicking the Report an Issue Button). When referring the dispute to the Company, the Buyer or Seller referring the dispute should (as a minimum) include the sales information set out below in their notification to the Company:

• 11.7.1 Listing number/Order number/invoice number (as applicable);
• 11.7.2 the date you entered into a Sales Contract;
• 11.7.3 the Product(s) which are being bought or sold under the Sales Contract;
• 11.7.4 the information supplied about the Product in the Listing, including any description(s) and image(s) of the Product;
• 11.7.5 whether you are a Buyer or a Seller;
• 11.7.6 if a Product is faulty or damaged, a description of the problem and evidence of the fault or damage (such as a photo or video); and
• 11.7.7 how you have attempted to resolve the dispute.

11.8 If a dispute is referred to the Company for determination, the Company shall request information from both Buyer and Seller, who will have five (5) Days from their respective requests to supply such information. From the point the Company has all information required from both the Buyer and Seller, the Company shall use reasonable endeavours to determine disputes within ten (10) Days of the matter being referred to the Company. If the Company determines the dispute:

• 11.8.1 in favour of the Buyer, the Buyer must return the product to the Seller within seven (7) days and in the same condition as received and provide the Company with proof of receipt by the Seller by way of either: written confirmation from the Seller; or a parcel tracking reference, details of the parcel delivery company and date of delivery conclusively showing the product was delivered to and received at the Seller's address. The Company shall then, within seven (7) Days, remit a full refund to the Buyer of the orginial total purchase price for the Product and the Seller shall be under an obligation to pay the Company any additional amounts (including the value of the ONRO fee) required by the Company to reimburse the Company for providing the Buyer with a full refund free of any deductions and at no cost to the Company. Such payment(s) must be made by the Seller within two (2) Days of the Company refunding the Buyer. The Company may, at its discretion and in accordance with clause 8.8, choose to offset any amounts owing to the Company under this clause 11.8.1 from the Seller’s future Balance. The Buyer will lose their right for the refund if the item is not returned to the Seller in time or in the condition received by the Buyer, and the Seller shall be paid accordingly; or

• 11.8.2 in favour of the Seller, the Company shall, within seven (7) Days, remit any monies due to the Seller in accordance with these Terms.

11.9 Non-binding guidance on how the Company may determine disputes can be found here.

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11.10 The Company shall, in no circumstances, make part payment to the Seller or the Buyer. If a partial refund is agreed between the Seller or the Buyer, the Company shall remit all monies owed to the Seller in accordance with these Terms and the Seller shall be responsible for any onwards part payment to the Buyer.

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11.11 Any determination made by the Company is without prejudice to any statutory rights or other legal rights that a Buyer or Seller may have in relation to the Sales Contract. In no event shall the Company bear any liability to a Buyer or Seller for any loss or damage that a Buyer or Seller suffers as a result of or in connection with a dispute with another Registered User, including as a result of a determination made by the Company.

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11.12 The Company will charge the Buyer an amount (the "Buyer Protection Fee") which is currently zero percentage (0%) plus VAT of the total Price of a Product and its associated Delivery Charges for facilitating the "Buyer Protection Scheme". The Buyer Protection Fee is payable as part of the total Price of a Product.

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Issues and disputes after three (3) Days of the delivery of a Product

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11.13 We are not a party to any Sales Contract. If a Buyer has an issue or dispute with a Seller after 6pm on the third day after the delivery of a Product (with the day of the delivery being the first day), we recommend that you contact that Seller directly (via the contact information provided in the confirmation of delivery email from the Delivery Provider) to try and resolve the dispute. The Company shall play no role in disputes between a Buyer and Seller, other than as set out at clauses 11.3 to 11.11 (inclusive).

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Ratings and Feedback

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11.14 If you are unhappy with any service provided by another Registered User, we also recommend that you avail of our ratings and feedback system to provide feedback on a Registered User. You may also contact us by sending an email to support@onro.com to notify us of a dispute between you and another Registered User, but please note however that the Company does not play any role in disputes which remain solely between Buyers and Sellers (other than as set out at clauses 11.3 to 11.11 (inclusive)). If you intend to notify us of a dispute under this clause 11.13, you should (as a minimum) provide the information set out at clause 11.7.1 to 11.7.7 (inclusive).

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11.15 If the Company receives two (2) notifications of disputes, under either or both of clauses 11.7 or 11.13, involving the same Registered User in any six (6) month period, the Company has the right to suspend the Registered User’s Account for a period of twelve (12) months from the date the Registered User is so notified of their suspension.

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12. Suspension and Termination

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Termination by you

12.1 You may cancel your agreement to these Terms by cancelling your Account. Please note that:

• 12.1.1 if you are a party to a Sales Contract and subject to clauses 12.1.2 and 12.1.3, you will not be able to cancel your Account until 6pm (UK time) on the third day after the last Product is successfully delivered to the Buyer (the day of successful delivery counting as the first day) and/or payment has been received by the Seller;
• 12.1.2 if you are a Business Seller, you will not be able to cancel your Account within fourteen (14) Days of delivery of a Product you have sold on the Platform; and
• 12.1.3 if you are a Seller and if we have been notified that there is a dispute between you and a Buyer, you will not be able to cancel your Account until such a dispute is resolved between you and the Buyer.

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12.2 You can cancel your account by contacting us using the details set out in clause 19.

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Suspension and Termination by us

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Clauses 12.3 to 12.7 will apply to you, unless you are a Business Seller.

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12.3 If you breach any of these Terms, we may immediately do any or all of the following (without limitation):

• 12.3.1 issue a warning to you;
• 12.3.2 temporarily or permanently remove any Content uploaded by you to the Platform;
• 12.3.3 temporarily or permanently withdraw your right to use the Platform;
• 12.3.4 suspend or terminate your Account;
• 12.3.5 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
• 12.3.6 take further legal action against you; and/or
• 12.3.7 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.

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Consequences of termination

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12.4 If we terminate your Account pursuant to clause 12.3, any unfulfilled Sales Contracts you have entered into will also terminate. If you are a Buyer under such Sales Contract(s) we will refund any money you have paid following such termination, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaching these Terms (and, for the avoidance of doubt, where termination is due to your fraud or money-laundering, or a charge-back, no refund shall be paid). If you are a Seller under such Sales Contracts, you will not receive any Balance due under such Sales Contracts.

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12.5 On termination of your Account for any reason:

• 12.5.1 save where clause 12.4 applies, if you are a Seller you shall immediately pay all outstanding unpaid ONRO Fees and other charges and fees due under these Terms;
• 12.5.2 your access to the Platform will be revoked; and
• 12.5.3 the licence granted in clause 13.1 will cease.

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12.6 We shall pay any refund due to you on termination of your Account no later than thirty (30) Days from the date of termination. We shall pay such refund to the same means of payment as you used for the initial transaction.

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12.7 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

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Clauses 12.8  to 12.14 apply to Business Sellers only.

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12.8 We may suspend or terminate your Account and prohibit you from entering into any Sales Contracts or otherwise accessing the Platform for a breach of any material term of these Terms or any Sales Contract. Where we terminate your Account due to breach of a material term of these Terms or any Sales Contract, we shall provide you with thirty (30) Days’ prior notice of the termination and (subject to clause 12.9 below) a written statement of reasons for that decision.

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12.9 We may also, without advanced notice, suspend or terminate your Account and prohibit you from entering into any Sales Contract or otherwise accessing the Platform if:

• 12.9.1 we are subject to a legal or regulatory obligation which requires us to terminate the provision of the whole of the Platform to you in a manner which does not allow us to provide advance notice;
• 12.9.2 there is an imperative reason pursuant to applicable law;
• 12.9.3 we can demonstrate that you have repeatedly infringed these Terms; or
• 12.9.4 we reasonably believe that your Account is or has been the subject of any fraudulent activity or money laundering (or any attempt at the same) or excessive amounts of chargebacks, whether or not such activity or attempted activity is due to your acts or omissions.

In such circumstances, we will (subject to clause 12.10 below) provide you with a written statement of reasons.

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12.10 We shall not provide you with a written statement of reasons where we are subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds, or where we can demonstrate that you have repeatedly infringed these Terms, resulting in termination of the provision of the Platform to you.

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Consequences of termination

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12.11 On termination of your Account for any reason:

• 12.11.1 your Account will be deleted;
• 12.11.2 you shall immediately pay all outstanding unpaid ONRO Fees and other charges and fees due under these Terms;
• 12.11.3 you will not have access to the information provided or generated by you; and
• 12.11.4 the licence granted in clause 13.1 will cease.

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12.12 On termination of your Account in accordance with clause 12.8 or 12.9:

• 12.12.1 you will be prohibited from creating any further Accounts; and
• 12.12.2 all unfulfilled Sales Contracts entered into by you will be terminated and you will not receive any Balance due under such Sales Contracts.

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12.13 Save where your Account is terminated by us pursuant to clause 12.8 or 12.9, we will transfer any outstanding Balance to you within forty-five (45) Days of the effective date of termination.

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12.14 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

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13. Intellectual Property Rights (IPR)

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Our IPR

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13.1 We grant to you a non-transferable, non-exclusive, revocable licence to use the Platform provided that you comply with these Terms and the documents referred to in it. We reserve all other rights.

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13.2 Save for your Content (referred to in clause 13.3), we are the owner or licensee of all Intellectual Property Rights in the Platform and its content and the ONRO name and mark. These works are protected by intellectual property laws and treaties around the world. All such rights are reserved.

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Your Content

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13.3 You will retain ownership of your Content, subject to any pre-existing rights that third parties may have in such Content. If your Content contains material and/or content owned or generated by a third party, you shall ensure that you have permission from that third party to use such material and/or before posting your Content on the Platform.

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13.4 You hereby grant us, to the greatest extent permissible by applicable law, a perpetual, irrevocable, sub-licensable, worldwide, royalty-free transferable licence to use your Content for the purposes of operating the Platform (and in particular ensuring that your Content is available on a Listing), and for the purposes of advertising and promoting the Platform in any and all media.

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Warranties

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13.5 You agree that:

• 13.5.1 you own, or have a licence to use in accordance with these Terms, all rights (including Intellectual Property Rights) in your Content; and
• 13.5.2 the use by us (including the inclusion on the Platform by us) of any Content in accordance with these Terms shall not infringe the rights, including the Intellectual Property Rights, of any third party.

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14. Indemnities

This clause 14 only applies to Business Sellers.

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14.1 You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us as a result of:

• 14.1.1 any claim that the use of your Content by us in accordance with these Terms infringes the rights (including the Intellectual Property Rights) of any third party;
• 14.1.2 any use by you of our Intellectual Property Rights other than in accordance with these Terms;
• 14.1.3 the listing and/or sale by you of any Products that you do not have all rights under applicable law to sell;
• 14.1.4 any claim made against us arising out of your breach of any Sales Contract; and/or
• 14.1.5 any other breach of these Terms.

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15. Changes to These Terms

‍Clauses 15.1 and 15.2 will apply to you, unless you are a Business Seller

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15.1 We may need to amend or add to these Terms:

• 15.1.1 immediately on notice to you if there is a change in any applicable law or regulation or there are security reasons which mean that we need to change these Terms; or
• 15.1.2 on at least thirty (30) Days' advance notice to you if we need to amend or add to these Terms for other reasons.  
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15.2 Subject to clause 12.1, if you do not wish to continue using the Platform following the changes to these Terms, you can cancel your agreement to these Terms by cancelling your Account.

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Clauses 15.3 to 15.5 apply to Business Sellers only

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15.3 Subject to clause 15.5, we may amend or add to these Terms by providing no less than fifteen (15) Days' notice to you in writing (the "Change Notice"), save that if the amendments or additions require you to make technical or commercial adaptations, we will provide you with such longer notice period, if necessary, as is reasonable in the circumstances (the "Extended Notice Period").

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15.4 Subject to clause 12.1, you may cancel your agreement to these Terms before the expiry of the relevant notice period set out in the Change Notice. You may waive your right to cancel by means of a written statement or clear affirmative action after receipt of the Change Notice. By continuing to use the Platform after receipt of the Change Notice, unless you have indicated your intention to cancel or if the Extended Notice Period applies, you shall be deemed to have waived your cancellation right under this clause 15.4.

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15.5 The requirement for us to provide advance notice for any amendments or additions to these Terms under this clause 15.3 shall not apply where:

• 15.5.1 we are subject to a legal or regulatory obligation which requires us to change these Terms in a manner which does not allow us to respect the notice period referred to in clause 15.3; or
• 15.5.2 we have exceptionally changed these Terms to address an unforeseen and imminent danger related to defending the Platform, the services available through the Platform or the users of the Platform from fraud, malware, spam, data breaches or other cybersecurity risks.

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15.6  You can cancel your Account by contacting us using the details set out in clause 19.

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16. Our Liability

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16.1 Nothing in these Terms excludes or limits your or our liability for:

• 16.1.1 death or personal injury caused by negligence;
• 16.1.2 fraud or fraudulent misrepresentation; or
• 16.1.3 any other liability which may not be limited or excluded under applicable law.

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16.2 Save as set out in 16.1, the following sub-clauses apply:

• 16.2.1 In no event shall we be liable to you for any loss or damage that you suffer under or in connection with any Sales Contract.
• 16.2.2 Our role in respect of disputes shall be limited to the process set out in clause 11. In no event shall we be liable to you for any loss or damage that you suffer as a result of or in connection with a dispute with another Registered User or a determination by the Company in accordance with clause 11.

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If you are a Consumer

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16.3 If you are a Consumer, then save as set out in clause 16.1, the following sub-clauses apply.

• 16.3.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into these Terms.
• 16.3.2 Nothing in these Terms affects your statutory rights. If you are resident in the UK, advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office.
• 16.3.3 We are not liable for any loss or damage suffered by you as a result of your negligence whilst using the Platform.
• 16.3.4 We only supply the Platform for your personal use. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
• 16.3.5 Our aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise shall be limited to: one hundred pounds sterling (£100).

If you are acting for purposes relating to your trade, business, craft or profession (a “Business User”)

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16.4 If you a Business User, then subject to clause 16.1:

• 16.4.1 in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise;
• 16.4.2 our total aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise shall be limited to one hundred pounds sterling (£100); and
• 16.4.3 you shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Terms.

16.5 This clause 16 shall survive termination or expiry of these Terms.  

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17. Other Important Information

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17.1 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

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17.2 If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

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17.3 If you are a Seller, no agency, partnership or joint venture is created as a result of these Terms and nothing in these Terms shall render you an employee, worker or agent of the Company and you shall not hold yourself out as such. You do not have any authority of any kind to bind the Company in any respect whatsoever.

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18. Governing Law and Jurisdiction

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18.1 These Terms are governed by English law.  This means that your access to and use of the Platform and any dispute or claim arising out of or in connection with the Platform or these Terms (including non-contractual disputes or claims) will be governed by English law.  

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18.2 Unless you are a Consumer, you and we irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

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18.3 If you are a Consumer, you may bring any dispute which may arise under these Terms to, at your discretion, either the competent court of England, or if you are resident in Scotland or Wales, the competent court of your country of habitual residence, which courts are (with the exclusion of any other court) competent to settle any of such a dispute. We shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence.

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18.4 If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident.  Nothing in these Terms, including clause 18.1, affects your rights as a Consumer to rely on such mandatory provisions of local law.

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19. Contacting Us

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19.1 Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by clicking here or by using the following details:
Email address: feedback@onro.com

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Terms and Conditions last updated [30 October 2023]

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Part 3: Model Sales Contract

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1. Interpretation

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The terms used in this Sales Contract have the meaning set out in the Onro UK Limited Account Terms (the "Terms"). A Sales Contract is created in accordance with the Terms. Unless otherwise agreed, the Buyer and the Seller enter into a Sales Contract on the following terms:

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2. Commencement Date and Term

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2.1 The Buyer's Order is an offer to enter into a contract with the Seller.

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2.2 The Sales Contract is created, and the Buyer's offer is accepted by the Seller, when the Buyer receives the Confirmation Email.  
2.3 The Sales Contract will continue until terminated in accordance with clause 9.

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3. Product

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3.1 The Seller agrees to sell the Buyer the Product set out in the Listing.

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4. Delivery

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4.1 The Product shall be delivered to the address specified by the Buyer at the time of Purchase.

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4.2 A Product will be the Buyer's responsibility from the time the Product is delivered to the address specified by the Buyer at the time of Purchase. A Buyer will own a Product once it has been paid for in full.

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4.3 The Seller undertakes to the Buyer to comply with the obligations in relation to the delivery of a Product as set out at clause 9 of the Terms.

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Clauses 4.4 to 4.6 only apply where the Seller is a Business Seller and the Buyer is a Consumer.

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4.4 The Buyer has legal rights if the Product is delivered late. If the Business Seller misses the delivery deadline for the Product, the Buyer may treat the Sales Contract as at an end with immediate effect if any of the following apply:

• 4.4.1 the Business Seller has refused to deliver the Product;
• 4.4.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
• 4.4.3 the Buyer informed the Business Seller before the Business Seller accepted the Buyer's Offer that delivery within the delivery deadline was essential.

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4.5 If the Buyer does not wish to treat the Sales Contract as at an end straight away, or does not have the right to do so under clause 4.4, the Buyer can give the Business Seller a new deadline for delivery, which must be reasonable, and the Buyer can treat the Sales Contact as at an end if the Seller does not meet the new deadline. The Buyer must inform the Company of the new deadline for delivery. In any event, the Sales Contract will be cancelled in accordance with clause 9.4.3 of the Terms should the shipment and delivery durations described in clause 9.4.3 of the Terms be exceeded.

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4.6 If the Buyer chooses to treat the Sales Contract as at an end for late delivery under clause 4.4 or clause 4.5, the Buyer can cancel this Sales Contract prior to delivery of the Products or reject Products that have been delivered. If the Products have not been delivered to the Buyer, the Business Seller shall notify the Company and procure that the Company refunds an amount equal to any sums that the Buyer has paid for the cancelled Products and the Delivery Charges in relation to those cancelled Products. If the Products have been delivered to the Buyer, the Business Seller will refund an amount equal to any sums the Buyer has paid for the cancelled Products and the Delivery Charges in relation to those cancelled Products.  If the Products have been delivered to the Buyer, the Buyer must return the Products to the Business Seller's address. The Business Seller will pay the costs of such return. All communications between the Buyer and Seller should be via the contact information for the Seller provided in the Order Confirmation.

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5. Payment

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5.1 The Buyer must pay the Price for the Product and any Delivery Charges, in accordance with clause 8.3 of the Terms.

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5.2 If the Products have been delivered in accordance with clause 4.1, the Balance will be released to the Seller in accordance with clause 8.7 of the Terms.

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6. Cancellation and Returns

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6.1 If you are a Consumer and you purchased a Product from a Business Seller, the cancellation rights set out in clauses 6.3 to 6.17 will apply to you and you shall be refunded in accordance with those provisions. All refunds shall be made directly by the Seller.

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6.2 If you are Buyer who:

• 6.2.1 is a Business User who concludes a Sales Contract with a Business Seller, the returns policy of the Business Seller will apply for the Product which you are purchasing; or
• 6.2.2 concludes a Sales Contract with a Non-business Seller, the Buyer Protection Scheme will apply to the Product if you are purchasing and clauses 11.2 to 11.12 (inclusive) of the Terms will apply in relation to any dispute that you may have with the Non-business Seller.

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Right to cancel – Business Seller

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Clauses 6.3 to 6.17 only apply in cases where a Sales Contract has been concluded between a Business Seller and a Buyer who is a Consumer. They relate to a Consumer's rights to cancel a Sales Contract and obtain a refund. Consumers can obtain advice about their right to cancel a Sales Contract from their local Citizens' Advice Bureau or Trading Standards Office.

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Clauses 6.3 to 6.17 apply to Consumers only.

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6.3 The Buyer has a legal right to change their mind and cancel the Sales Contract between them and a Business Seller within fourteen (14) Days of delivery of the Products ("Cooling-off Period") without giving a reason.  This right, under the Consumer Contracts (Information, Cancellation and Charges) Regulations 2013, is explained in more detail below.  Please note that the Buyer’s right to change their mind does not apply to any bespoke Products the Buyer purchases from the Business Seller (i.e. Products that the Business Seller creates to the Buyer’s specification or are clearly personalised).

6.4 The Cooling-off Period will expire fourteen (14) Days from the day on which the Buyer acquires, or a third party indicated by the Buyer (other than the carrier) acquires, physical possession of the Products. The Buyer may cancel the Contract in respect of all Products delivered or in respect of certain of the Products only.  Where a Product is delivered in separate parts, lots or pieces, the cancellation period will expire fourteen (14) Days from the day on which the Buyer acquires, or a third party indicated by the Buyer (other than the carrier) acquires, physical possession of the last Product, part, lot or piece being sold under the Sales Contract.  

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6.5 To exercise the right to cancel, the Buyer must inform the Business Seller of their decision to cancel the Sales Contract by making a clear statement (e.g. a letter sent by email). The Buyer may use the following model cancellation form to do this but they are not required to do so: