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Conditions of Use and Participation Agreement

Farm Marketplace Ltd

Last updated: 21st May 2018

Welcome to Farm Marketplace Ltd's ("Farm Marketplace", “FML”, "its", "we", "us", "our") online Store on www.marketplace.farm (the "Site", “eStore”, “Store”, “Marketplace”, “Farmers Marketplace”, “marketplace.farm”). Any person who wants to access the Site to buy or sell goods or services ("items") or to use the other features provided (collectively, the "Service") must accept the terms and conditions of this Usage Agreement without change. BY PRESSING THE "ACCEPT" BUTTON DURING REGISTRATION OR PAYING FOR ANY ITEM ON THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT. In particular, you acknowledge that you have read and understood the clauses in this Usage Agreement relating to: FML’s disclaimer of warranties; limitation of liability; protection and use of your personal data; your consent to the publication of feedback and ratings about your performance on the Site; and the manner in which we may make changes to this Participation Agreement.

THESE CONDITIONS OF USE SUPERSEDE ALL TERMS OF CONDITIONS OF ALL VENDORS PARTICIPATING IN THE ESTORE.

This Usage Agreement is divided into three sections:

A. General Conditions

B. Conditions relating specifically to Vendors

C. Conditions relating specifically to Buyers

A. General Conditions

1. Eligibility and Registration Requirements

1.1 Use of the Service is limited to parties that can lawfully enter into and form contracts under the laws of England and Wales (for example, minors are not permitted to use the Service).

1.2 Only visitors to the Site who register and enter into this Usage Agreement ("participants", "buyer", "Vendor", "you", "your" as the context requires) may participate in buying or selling on the Site using the Service.

1.3 If you are selling items as a vendor in the course of your business, you are required by law to make that fact clear to potential buyers in your listing. You must provide us true and accurate information when registering and must maintain and update that information as applicable. You must not impersonate any person or use a name you are not legally authorised to use. You authorise us to use any information provided to us in registering to verify your information (including any updated information), to obtain credit reports about you from time to time while you are registered (including credit reports about your spouse). Your application for registration must otherwise be acceptable to Farm Marketplace Ltd. in its own absolute discretion.

1.4 To register you must provide your real name, address, phone number, e-mail address. You warrant to FML that the information you provide during the registration process (and any notification of change of such information) is true and correct.

1.5 You are obliged to notify FML of any changes to your registration information immediately.

1.6 Farm Marketplace Ltd reserves the right to reject any registration and to refuse service to anyone for any reason, in its sole and absolute discretion.

1.7 If you provide false or incorrect registration information or do not notify us of changes to your registration information immediately, FML reserves the right to terminate your account immediately and without notice to you.

1.8 You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account) and you are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.

1.9 Unless otherwise indicated, Farm Marketplace Ltd itself and its affiliates may participate in Fixed Price Sales (as that term is defined in clause A.2.1). When FML or its affiliates offer items for Fixed Price Sale, it is no different to any other Vendor engaged in a transaction and they will abide by the same obligations imposed under this Agreement as any other Vendor on this Site. In addition, employees of FML are permitted to participate in their personal capacity (i.e., not as FML employees, representatives or agents) in the transactions conducted through this Site subject to Farm Marketplace's internal employee policy. FML’s employees, representatives or agents, when participating in any transaction using the Service in their personal capacity, are subject to this Participation Agreement.

2. Fixed Price Sales

2.1 Under the Service, items are offered by Vendors for sale at a fixed price ("Fixed Price Sales"). Unless otherwise agreed by us with the Vendor in advance in writing, the price of any items sold using the Service (including the applicable delivery charge and/or fees) are displayed inclusive of any customs, import, export, and excise duty, and other taxes which may be applicable. Vendors may not charge or seek to charge the buyer, or allow the buyer to be charged, for any customs, import, export, and excise duty, or other taxes which are additional to the price displayed for the item on the Site. VAT amounts will be calculated at the checkout level.

2.2 For items listed for sale using the Service, Vendors may only charge buyers a fixed delivery charge and such a charge will be priced in accordance with the delivery policy of the Vendor. Delivery charges will be displayed on the check-out page.

3. International sales
In listing an item for sale internationally, the Vendor may also have to comply with laws of the country in which the buyer resides dealing with, among other things, prohibitions on the sale, distribution or offering for sale of specific items.

4. Prohibited Items
Any participant may list an item for Fixed Price Sale on the Site subject to this agreement and our policies. The following items must not be listed on the Site by Vendors or purchased by buyers (irrespective of whether the item is listed on any of the other associated company sites:

4.1 Offensive material, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age;

4.2 Obscene material including pornographic material (e.g.: material rated 18+, R, home porn and hardcore material);

4.3 Living animals (except where the Vendor is properly licensed under applicable law);

4.4 Intoxicating alcoholic beverages and tobacco, whether commercially produced or home-made;

4.5 Firearms and ammunition (except where the Vendor is properly licensed under applicable law);

4.6 Stolen goods;

4.7 Advertisements;

4.8 Items that infringe another party's copyright, patent, trademark, design right, database right, or other intellectual property or other proprietary;

4.9 Illegal or prescription drugs;

4.10 Items whose sale, distribution or offering for sale is prohibited by any applicable law;

4.11 Items whose sale is subject to export restrictions (e.g.: certain encryption software and so on);

4.12 Offensive weapons;

4.13 Poisons and dangerous substances (as defined by the applicable law or laws, except where the Vendor is properly licensed under applicable law);

4.14 any other types of products that in our discretion are to be excluded from listing and/or sale using the Service.

5. Contract fulfilment

5.1 Farm Marketplace Ltd will confirm each order to the Vendor and the buyer. Vendors must dispatch items sold within two Business Days once the order confirmation is made available to them. If and when FML makes functionality available to the Vendor which allows Vendor to display a product availability message on the Site the Vendor must dispatch items sold in accordance with the product's availability stated on the Site at the time of the order. FML will provide a full refund to any buyer who remits payment, if the item cannot be shipped in accordance with this clause A.5.1. Vendors must provide the refund promptly to FML if the Vendor has been remunerated for order in accordance with clause B.6.1, but in no case later than thirty (30) days following the date the order was confirmed or 3 calendar days after the maximum estimated delivery date stated on the Site at the time of the order (as the case may be). Delivery must be completed as per the order details unless prior agreement has been agreed in writing between the Vendor and Buyer

5.2 If, by law, an agreement for the transfer of any property must be evidenced in writing or in some specific form, then the buyer and Vendor agree, on the completion of a Fixed Price Sale to complete the transaction in writing and/or in the relevant form (as the case may be).

5.3 Unless the buyer and Vendor expressly agree otherwise, the following terms and conditions will apply to the contract between the buyer and Vendor for the sale of the relevant item:

(a) All postage, customs, import, export and excise duty, VAT, fees and any other taxes associated with the Fixed Price sale (if applicable) will be paid by the buyer and it is the Vendor's responsibility to determine, collect and remit the applicable VAT, customs, import, export and excise duties and any other taxes associated with the Fixed Price Sale. Unless otherwise agreed by us in advance in writing, the price of any items sold using the Service must be displayed inclusive of any customs, import, export and excise duty, and any other taxes associated with the Fixed Price Sale, which may be applicable and Vendors will not charge or seek to charge the buyer, or allow the buyer to be charged, for any customs, import, export and excise duty, or other taxes which are additional to the price displayed for the item on the Site; Applicable VAT is calculated at the Checkout level.

(b) Buyers are required to pay Vendors in the currency in which the Fixed Price Sale is listed;

(c) The sale will be subject to any warranties implied under applicable law; and

(d) The contract between the buyer and Vendor will be governed by the laws of England (and expressly excluding the United Nations Convention on the Sale of Goods) and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

6. Farm Marketplace Ltd's Role

Buyers authorise Farm Marketplace Ltd to act as their limited representative solely to conclude on their behalf sales contracts directly between them and the Vendors for sales of goods via the Service. While FML helps facilitate transactions that are carried out using the Service, FML is neither the buyer nor the Vendor of the Vendor's items. FML is not an auctioneer. FML provides a venue for Vendors and buyers to negotiate and complete transactions in accordance with the provisions of this Participation Agreement. Farm Marketplace Ltd is not the agent of the Vendor. Accordingly, the contract formed at the completion of a Fixed Price Sale is solely between buyer and Vendor. Subject to any assignment under clause B.6.3, the enforcement of any contractual obligations arising out of the completion of a transaction using the Service is the responsibility of the buyer and Vendor that are party to that transaction. FML is not obliged to mediate between buyers and Vendors or enforce or execute fulfilment of any contract. Buyers and Vendors use the Site and the Service at their own risk. Subject to the terms of this Participation Agreement, the Vendor will resolve any subsequent dispute directly with the buyer,

Termination

Farm Marketplace Ltd may, in its sole and absolute discretion, terminate this Participation Agreement, access to the Site or the Service, or any current Fixed Price Sales immediately without notice if your Usage Agreement with any of the other FML sites is terminated or for any breach of any of the terms of this Participation Agreement. A Vendor may terminate its participation in the Service at any time by giving notice to FML. FML may terminate the Vendor's participation in the Service at any time by giving notice to the Vendor. Upon termination, all rights and obligations of the parties under this Usage Agreement will be extinguished, except that such rights and obligations will remain in effect after such termination to the extent necessary to process any orders placed prior to such termination for items listed by Vendor using the Service (including, without limitation, any fees incurred under clause B.2 (and any other liabilities incurred under clause B.6).

8. Farm Marketplace Ltd's Reservation of Rights

8.1 Farm Marketplace Ltd retains the right to, if it considers it appropriate: immediately halt any Fixed Price Sale; prevent or restrict access to the Site or the Service; or take any other action to restrict access to or availability of or remove any objectionable material, feedback, ratings, inaccurate listings, inappropriately categorised items, unlawful items or items prohibited for listing on the Site under this Participation Agreement. We reserve the right and have absolute discretion but not an obligation, to remove, screen or edit any content that breaches these provisions or is otherwise objectionable. Without prejudice to generality of the rights in this clause A.8, and to any other rights that Farm Marketplace Ltd may have in this Participation Agreement, FML reserves the right to refuse listings or to immediately remove any listings where we object to how you identify yourself on the Site (including, but not by way of limitation, your name, branding or marks) and/or if you are otherwise making inappropriate use of your domain name contrary to the requirements set out in clause A.10.4, and/or if you are otherwise in contravention of the requirements set out in clause A.10.4.

8.2 Each participant, whether or not he or she is currently a buyer or Vendor, agrees that Farm Marketplace Ltd shall be entitled to retain for itself the interest, if any, paid on balances in all its bank accounts, notwithstanding that some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this Participation Agreement.

9. Ratings and Feedback

9.1 Participants may leave feedback ("Feedback") on other participants relating to the other participants' performance in buying or selling items on the Site and using the Service. Further, buyers and Vendors only may rate each other's performance in relation to a Fixed Price Sale using a 1-5 star rating system ("Rating"). You acknowledge and accept that your Feedback and Rating will be publicly available for viewing on the Site. Farm Marketplace Ltd is not responsible for checking or editing the Feedback or Ratings on the Site.

YOU CONSENT TO THE PUBLICATION OF, AND AUTHORISE FARM MARKETPLACE LTD TO PUBLISH FEEDBACK AND RATINGS EVEN THOUGH SUCH FEEDBACK OR RATINGS MAY BE CRITICAL OR DEFAMATORY OF YOU AND EVEN THOUGH WE MAY BE AWARE OR OUGHT REASONABLY TO BE AWARE THAT SUCH FEEDBACK OR RATINGS CAUSED OR CONTRIBUTED TO THE PUBLICATION OF A STATEMENT THAT IS DEFAMATORY TO YOU. YOU RELEASE FML FROM AND WAIVE ALL RIGHTS AGAINST FML IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PUBLICATION OF ANY DEFAMATORY COMMENTS ABOUT YOU IN SUCH FEEDBACK AND RATINGS.

9.2 When submitting Feedback and Ratings, you must comply with the Feedback Guidelines. You agree to indemnify and hold harmless Farm Marketplace Ltd and its affiliates (and their respective employees, directors and representatives) against any claim or action brought by a third party, arising out of or in connection with any Feedback or Ratings left by you on the Site.

10 Grants of Licence, Intellectual Property and Linking and Framing

10.1 Licenses (a) Your Grant. By entering into this Usage Agreement and listing an item, you grant Farm Marketplace Ltd and its affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, right to exercise all copyright, database rights and rights of publicity over the material displayed in your listings or in any other catalogue or product information that you provide to us (excluding any of your logos, trademarks or other similar branding), in any existing or future media, known or unknown, now or at any later date. (b) Farm Marketplace Ltd's Grant. FML grants you limited non-transferrable license to each participant to make personal use only of the Site and the Service in accordance with this Participation Agreement. This license expressly excludes, without limitation: any resale or commercial use of the Site and the Service; modifying, distributing, copying, republishing or making any derivative of the Site or the Service; the collection and use of participant e-mail addresses or other participant information, Ratings, Feedback or listings, or any data extraction or data mining whatsoever.

10.2 Intellectual Property Rights
Subject to the licence granted to you under Clause 10.1(b), Farm Marketplace Ltd reserves all right, title and interest in its and its affiliates' intellectual property rights (including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country) in the Site and the Service. Any goodwill accruing out of the use of FML's and its affiliates' trade marks, trade and business names and service marks under this Usage Agreement will vest in Farm Marketplace Ltd and its affiliates, as the case may be.

10.3 Linking to the Site and Prohibition on Framing
Despite anything else contained in this Agreement, you must ensure that each link (graphical, text or otherwise) to the Site posted or maintained on any location by you or on your behalf, conveys users directly to the Site, without displaying or performing any other advertisement, promotion or content (whether audio, visual, audio-visual or otherwise). In addition, you must not take any action, or assist, authorise or encourage any third party to take any action, that would cause the appearance or presentation of the Site as seen by users linking to the Site to be different from that seen by users who access the Site by hand-entering the applicable URL into a generally commercially available browser which has not been customised for a particular person or entity. Without limiting the generality of the foregoing, you must not, at any time, make use of any framing techniques or technologies, interstitial advertisements, pop-up windows or consoles or other similar items or techniques in connection with any link to or on the Site.

10.4 Linking off the Site
Vendors must not include any links (graphical, text or otherwise) in any Fixed Price Sale listing on the Site, save where such links convey users directly to another location on the Site, without displaying or performing any other advertisements, promotions or content (whether audio, visual, audio-visual or otherwise). Except as approved in advance in writing by Farm Marketplace Ltd, you will not, and you will cause your affiliates not to, directly or indirectly (e.g.: through a Third Party (as defined below)):

(a) sell, barter, disclose or transfer to any Third Party (which in this clause 10.4 shall mean any party other than you or your affiliates ("Third Party")), any data acquired by you as a result of any transaction using the Service (whether this is information that pertains to the identity of a user and/or buyer, the order or referral information (here meaning any information disclosing that a buyer purchased a product through the Site, and/or any other personally identifiable information regarding any user and/or buyer), or permit any Third Party to have access to the same;

(b) send to any user or buyer of the Service any non-electronic direct-mail marketing that promotes or advertises anyone (including you and your affiliates);

(c) send to any user or buyer of the Service any electronic communication except as necessary to complete any buyer's transaction or to respond to a customer service enquiry made by such buyer concerning such transaction;

(d) use any domain name (or any part of it) on the Site and/or otherwise in any communications that you have with any user of the Service and/or any buyer (by way of example but not limitation, you should not use "www" ".com", ".co.uk" or similar domain name identifiers) unless expressly authorised by FML;

(e) include in any communication made or authorised by you with any user of the Service and/or any buyer including, without limitation, in any order (including the packaging of the order and any promotional pieces, invoices and alike sent with it), order confirmation and/or other communication made in connection with the fulfilment of a transaction:

(i) any offer from or reference to any Third Party and/or (ii) any link or reference to any website other than the Site (or otherwise seek to direct any person to any website other than the Site), except that you may include in any communication to a buyer links or references (or otherwise direct such buyer to your website solely in connection with your fulfilment of, or as necessary to provide customer service with respect to such applicable purchase); (iii) any reference to domain names;

(f) target (on any basis via any means) unsolicited communications of any kind to any user of the Service and/or any buyer. You will comply with the Data Protection Act 1998, including, but not limited to, the Seventh Principle.

11 Data Protection and Privacy

11.1 Farm Marketplace Ltd uses your personal data in the manner set out in the Privacy and Cookie Policy and as further described in this Usage Agreement (e.g.: in clauses 5 and 9.1), which is incorporated into this Usage Agreement by reference, in so far as it is applicable to personal data collected or used in connection with the Site and the Service. You must explicitly authorise FML to use your personal data when you place an order, in the manner set out in the Privacy Notice. If we decide to change our Privacy and Cookie Policy, we will post those changes on the Privacy and Cookie Policy page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. You should check the Privacy and Cookie Policy frequently for changes

11.2 Unless otherwise authorised or consented, you agree not to use any information regarding other participants that is accessible from the Site, except to enter into and complete transactions conducted via the Site. You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy or otherwise objectionable conduct.

12 No Warranties

12.1 Disclaimer of Warranties. THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS. FARM MARKETPLACE LTD MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (c) THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY VENDORS, AVAILABLE FOR SALE AT THE TIME OF LISTING, LAWFUL TO SELL, OR THAT VENDORS OR BUYERS WILL PERFORM AS PROMISED. (d) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (e) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF FARM MARKETPLACE LTD. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FARM MARKETPLACE LTD DISCLAIMS ANY AND ALL SUCH WARRANTIES.

12.2 General Release. BECAUSE FARM MARKETPLACE LTD IS NEITHER THE BUYER NOR THE VENDOR OF THE VENDOR'S ITEMS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE FML (AND ITS EMPLOYEES, REPRESENTATIVES AND AGENTS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

13 Limitation of Liability

13.1 TO THE FULLEST EXTENT PERMITTED AT LAW, FARM MARKETPLACE LTD WILL NOT BE LIABLE (WHETHER IN CONTRACT, TORT--INCLUDING NEGLIGENCE, OR UNDER ANY STATUTORY IMPLIED TERM) FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICE, THE INABILITY TO USE THE SERVICE OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR FEEDBACK OR RATINGS POSTED TO THE SITE OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE, WHETHER OR NOT FML HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

13.2 Despite anything else contained in this Agreement, neither party excludes any liability for death or personal injury to the extent only that it arises as a result of the negligence of that party, its employees, agents or authorised representatives.

14 VAT and other taxes on the sale of goods and/or services by Vendors
You agree that it is the Vendor's responsibility to determine whether VAT, customs, import or export duties, excise taxes or other taxes apply to the sale of goods and services to the buyer and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority. You agree that, unless otherwise agreed by us with a Vendor in advance in writing, the price stated by any Vendor for any goods or services offered on the Site is inclusive of any customs, import or export duty, excise tax or other tax that the Vendor may be required to remit in connection with such sale. Any VAT or fees applicable will be calculated at the checkout. You also agree that Farm Marketplace Ltd is not obliged to determine whether VAT or other taxes apply to any sale of any goods or services by a Vendor to a buyer on the Site and is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale.

15 General Provisions

15.1 Entire Agreement
This Agreement incorporates by this reference all terms, conditions, policies, guidelines and other information on the Site concerning the Site or the Service, including but not limited to the Privacy and Cookie Policy and Conditions of Use & Sale and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.

15.2 Third-Party Beneficiary
Farm Marketplace Ltd is not your fiduciary or trustee. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of Farm Marketplace Ltd and its affiliates, you, and relying buyers or Vendors.

15.3 Severability
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

15.4 No Waiver
Farm Marketplace Ltd's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Farm Marketplaces Ltd's right to subsequently enforce such provision or any other provisions of this Agreement.

15.5 Variations
This Usage Agreement may only be amended or modified in writing (which may be represented electronically) and only in the manner set out in the remainder of this clause. Farm Marketplace Ltd reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Service, at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICE FOLLOWING FARM MARKETPLACE LTD’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, THEN YOUR ONLY REMEDY IS TO CEASE USE OF THE SERVICE OR THIS SITE.

15.6 Notices
Notices can be sent to you at the e-mail address you provided to Farm Marketplace Ltd or posted on the Site. You may send notices to FML as follows:

Farm Marketplace Ltd

Hammerwich House Farm,

Hall Lane, Hammerwich,

Burntwood, Staffs WS7 0JP.

15.7 Governing Law
This Usage Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the United Kingdom and the courts thereof.

B. Conditions relating specifically to Vendors

1. Vendor's Obligations with respect to Listing Items

1.1 Vendors Warranties. By listing an item in a Fixed Price Sale:
1.1.1 you represent a warrant to prospective buyers that: (a) you are the true owner of the item or are properly authorised to sell the item by the true owner and are able to transfer good title to the item free from any third party claims, liens or encumbrances; and (b) the listing is accurate, current and complete and is not misleading or otherwise deceptive;
1.1.2 Unless we have agreed with you in advance and in writing to the contrary, you represent and warrant to Farm Marketplace Ltd that: if you are a business, you are duly organised, validly existing and in good standing under the laws of the state or country in which your business is registered. In any event, you represent and warrant to FML that: (a) the item is not one that would fall within any of the prohibited items described in clause A.4. and (b) the item is safe and bears any marking and labelling required under applicable law e.g. a "CE" mark.
1.1.3 Customer Service and Other Non-Price Terms. You will ensure that the customer service you provide and each other non-price term on which you offer or sell an item on or through the Site are at least as favourable to customers as the most favourable customer service and other corresponding terms offered by you or your affiliates for that item on or through any Sales channels and other means (other than physical stores) through which you or your affiliates offer or sell products, including without limitation online channels, mobile device applications, catalogues, third party platforms or stores, and other electronically-enabled channels (“Non-Physical Sales Channel”).
1.1.4 Returns and Refunds. For all of your, you will accept and process returns, refunds and adjustments in accordance with this Usage Agreement and the FML return policies published on the Site at the time of the applicable order, and we may inform customers that these policies apply to your products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Buyers in connection with Store purchases, using functionality we enable for your account, and will route all such payments through Farm Marketplace Ltd. We will provide any such payments to the Buyers (which may be in the same payment form originally used to purchase your product), and you will reimburse us for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by us to the Vendor under this Agreement or seek reimbursement from you via any of the means authorised in this Participation Agreement. For all of your products that are fulfilled by Farm Marketplace Ltd, the return policies published on the Site at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable FML return policies and as required by law, and in no case later than thirty (30) days after the obligation arises.
1.1.5 Content and Other Information. You will ensure that all content and other information you provide to us regarding each item you offer or sell on or through the Site are of at least the same quality, completeness, and accuracy as the highest quality and most complete and accurate content and other information displayed or used by you or your affiliates for that item on any Non-Physical Sales Channel.

1.2 Compliance with Applicable Law

You further warrant that the sale or distribution of the item is not in breach of applicable law (including, where items are sold internationally, the law of the destination country). This responsibility includes, but is not limited to, ensuring that (a) any items sold are safe, (b) any items sold bear a "CE" or any other mark where required by applicable law, (c) any items sold are appropriately packaged and labelled as required by applicable law, (d) any items sold otherwise comply with all applicable law regarding their sale. You will audit the products that you sell on a regular basis (at least monthly) to ensure on-going compliance with this obligation. You will also advise the buyer of any age or other restrictions that apply to the sale of any products that you sell. Farm Marketplace Ltd makes no representations that items not appearing on the prohibited items list in clause A.4. or in applicable guidelines contained in the Help Section may be sold or distributed or offered for sale under applicable law.

2. Vendor's Fees/Plan

2.1 By listing an item on the Site for Fixed Price Sale, you agree to pay the fees set out in fee schedule/Plan agreed with you upon commencement of the relationship between FML and yourself. We may, in our sole and absolute discretion, waive, reduce, or reverse charges or fees for a specific transaction.

2.2 All fees listed in the Fee Schedule/Plan are in Great Britain Pounds Sterling, and are exclusive of VAT, unless stated otherwise. The Fee Schedule may vary in the future. The Fee Schedule in effect at the time of the order processing regarding the relevant item will govern the transaction. You should check the fees and plan terms each time you participate in a Fixed Price Sale. All fees are subtracted from the payment taken by FML from the buyer at the point of purchase. By listing an item for Fixed Price Sale on the Site, you authorise Farm Marketplace Ltd to debit your FML Vendor Account, for all and any amounts due in the manner and at the times set out in the Fee Schedule.

2.3 VAT on Vendor fees. The Vendor fees are subject to VAT where applicable and will be paid by the Vendor at the time of payment of the corresponding fees.

2.4 If you are a business that is established in a European Union country and if you provide Farm Marketplace Ltd with your valid VAT registration number that was issued to you by the European Union country, VAT will be charged by Farm Marketplace Ltd on your Vendor fees.

If you are in business and established in a European Union country, but you do not have a VAT registration number issued by one of the European Union countries, then you will need to provide us with other evidence that you are in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that you are in business.

In order for you to not be charged VAT by FML, you must provide us with a valid VAT registration number from your tax authority, or evidence that you are in business, and you must agree to and acknowledge the conditions set out below:

2.4.1 You warrant and represent that the VAT registration number you submit to FML belongs to the business you operate, and that business is established in one of the European Union countries;
2.4.2 You warrant and represent that all transactions on your FML Vendor Account will be business-related transactions made by the business associated with the VAT registration number, or the evidence of being in business, you submit to us;
2.4.3 You warrant and represent that the VAT registration number, or the evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by FML in case of any changes;
2.4.4 Farm Marketplace Ltd reserves the right to request additional information and to confirm the validity of your FML Vendor Account information (including your VAT registration number) from you or government authorities and agencies as permitted by law and you irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.
2.4.5 Farm Marketplace Ltd reserves the right to charge you any applicable unbilled VAT if you provide a VAT registration number, or evidence of being in business, that is determined to be invalid. You irrevocably authorise us to debit your credit card for any such unbilled VAT.

2.5 If you are a business that is established in a European Union country and you provide FML with your valid VAT registration number that was issued to you by a European Union country, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.

2.6 If you are a business that has provided FML with a VAT registration number, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.

3. Prohibited Acts, Security Measures

3.1 Vendors must:
(a) sell all items on his or her own account and must not represent that he or she is selling on behalf of any third party; and
(b) not use the Service or the Site in the contravention of any applicable law nor permit or assist others to do so.

3.2 As a security measure, we may, but are not required to, impose transaction limits on some or all buyers and Vendors relating to the value of any transaction, disbursement or adjustment, the cumulative value of all transactions, disbursement or adjustment, during a period of time, or the number of transactions per day or other period of time.

4. Order information

Each sale of an item agreed via the Site is recorded in the relevant Vendor's Farm Marketplace Ltd Vendor Account using our standard procedures. The Vendor may access the Vendor's Portal feature in the FML Vendor Account only with a browser that is compatible with the Service, including any security features that are a part of the Service. Vendor waives any right it may have to assert a claim against us with respect to the Site and the Service

5. Procedures and Guidelines

You agree to abide by the procedures and guidelines, contained in the Help section, for conducting Fixed Price Sales, which are incorporated by reference into, and made part of, this Participation Agreement. The procedures and guidelines contained in the Help section explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future in accordance with clause

5.1. You should refer regularly to the Help section to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be sold on the Site. You will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available. You will not send customers emails concerning shipping confirmation of products you sell (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of products you sell in a format and manner reasonably acceptable to us). Promptly after shipment of a customer's order (or any portion of the customer's order), you will accurately record the fact on your Vendor Dashboard that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately record which portion of the order has been shipped), using our standard functionality for communicating such information when we make that available to you ("Confirmation of Shipment"). If you fail to provide Confirmation of Shipment within the time frame specified by us (e.g., 30 days after the date an order was placed), we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us. You will comply with any instructions from the manufacturer, distributor and/or licensor of a product regarding street date for delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which such product should not be delivered or otherwise made available to customers) or the street date for disclosure (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., name of machine, photographs of final product) should not be disclosed publicly).

6. Payment, refunds, adjustments and Vendor's Account

6.1 A buyer must pay via the Service for an item purchased via the Site with any payment method accepted and provided on the Site. Vendors shall not invoice buyers off the Site without the express permission of FML, and all Vendor-initiated refunds or adjustments for purchases made via the Site must be initiated by the Vendors via their FML Vendor Portal, using functionality we enable for your Vendor Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the limitations in the help section and the terms of this Participation Agreement.

We will provide such refunds or adjustments to the buyer (which may be in the same payment form originally used to purchase your product via the Site) and you will reimburse us for all amounts so paid in a timely manner. FML reserve the right to deduct any outstanding amounts from the balance of the vendors account.

6.2 The amount due and payable to each Vendor under this Usage Agreement at any time shall be the total amount paid by buyers for the Vendor's items since the Vendor last received payment via the Service for the Vendor's items ordered on the Site, less (i) any fees due to FML under clause B.2, (ii) any refunds, adjustments, or other amounts paid to buyers under clause B.6.1, (iii) any refunds due to buyers under clause B.6.3, (iv) any other amounts owed by Vendor to FML, and (v) any further amount maintained by the Vendor as a Reserve under clause B.6.4. The amount due shall be paid in accordance with clause B.6.4 to the Vendor's designated bank account with a bank located in the UK or any other country shown as supported by our standard functionality (which may be modified or discontinued by us at any time without notice) ("Vendor's Bank Account") on a Business Day when the automated clearing houses are open for business (Monday through Friday, excluding bank holidays in the United Kingdom). On occasion, payment may be by paper cheque sent to the Vendor's postal address, for instance, if the Vendor's bank will not accept an electronic transfer to the Vendor's Bank Account.

6.3 A payment made by a buyer in respect of a particular item will not be due or payable to a Vendor (or if paid, shall be reimbursed by the Vendor to us), and we will not be liable to the Vendor if:
(a) we, in our sole and absolute discretion, (i) decide to pay the buyer in relation to that item under the terms of the FML Buyer Undertaking, (ii) determine that the Vendor cannot promptly deliver the item under clause A.5.1 or the Vendor has otherwise breached the provisions of this Usage Agreement and we initiate a refund to the buyer, (iii) do not permit a transaction or disbursement to proceed where any limit established by us for a security reason would be exceeded, or (iv) permit a buyer to withdraw from a transaction because the Service is unavailable following the commencement of a transaction;
(b) we discover the payment is erroneous or relates to a duplicate transaction,
(c) the payment is the subject of a chargeback from the buyer's credit card issuer or bank.

Where reimbursement by the Vendor is required under this clause 6, without notice to the Vendor we may obtain such reimbursement by (i) deducting the amount from the Vendor's Reserve in clause B.6.4 or any future payments that would otherwise have been owed to the Vendor, (ii) reversing any transfer to the Vendor's Bank Account, (iii) charging the Vendor's credit card, or (iv) seeking such reimbursement from the Vendor by any other lawful means.

In the event that we elect not to recover from the Vendor a buyer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), we will assume the debt associated with the Payment Failure and the Vendor irrevocably assigns to Farm Marketplace Ltd all rights, title and interest that the Vendor has in and associated with that debt.
6.4 In order to secure the Vendor's performance of the potential refund and reimbursement obligations under clause B.6, the Vendor agrees to maintain at all times a pending payment amount equal to the sum of the immediately preceding 30 days of sales activity and any pending deductions under clause B.6 (a "Reserve"). Farm Marketplace Ltd may require a higher Reserve, or allow a lower Reserve, as it may determine in its sole and absolute discretion having regard to the rate of chargebacks, refunds, adjustments or other indicators of performance problems related to the Vendor's use of the Service, or as may be imposed by any payments processor. In order to help maintain the Reserve, payments may be made to the Vendor's Bank Account on a rolling 30-day cycle ("Payment Date"), based on the original date of the Vendor's registration, or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. If the Vendor requests a change to the scheduled Payment Date, the 30-day cycle will be reset to the requested Payment Date. When the Vendor initially provides or later changes his or her Vendor's Bank Account information, the Vendor must wait 30 days to request a transfer to that Vendor's Bank Account within the 30-day cycle. Subject to the foregoing, after an initial 30 days of sales activity, the Vendor may request transfers to the Vendor's Bank Account at any time within the 30-day cycle.

6.5 We will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorised use of a third party's credit card information) occurring in connection with a buyer's authorised credit card payment, and Vendor will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Vendor's products (except those products, if any, that are fulfilled using by Farm Marketplace Ltd) that are not fulfilled strictly in accordance with the order information and shipping information that we provide you.


7. Notwithstanding the provisions of clause B.6.4, if we reasonably conclude, based on information available to us, that Vendor's actions and/or performance in connection with the Service may result in disputes, chargebacks or other claims, then we may in our sole and absolute discretion delay initiating any remittances and withhold any payments to be made or that are otherwise due to Vendor in connection with the Service or this Agreement for the shorter of: (a) an indefinite period following the initial date of suspension; or (b) completion of any investigation(s) regarding any Vendor actions and/or performance in connection with this Agreement.

8. All notices will be sent by e-mail or will be posted on the Site. We will send notices to the Vendor at the e-mail address maintained in Farm Marketplace Ltd's records for the Vendor. The Vendor will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. The Vendor will send notices to us at our current e-mail address published on our Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the Business Day after transmission if properly addressed to the intended recipient. If not sent by e-mail, notice to be sent from within the UK may be provided in writing and mailed with Royal Mail, postage paid, First Class mail properly addressed or personally delivered by express courier such as UPS. Notices to be sent from outside the UK may be sent by a carrier and method equivalent to Royal Mail First Class mail. Mail is properly addressed if sent by us to the address maintained in our records for the Vendor. First Class mail is properly addressed if sent by the Vendor to the current address published by us on our Site. Mail is deemed received three Business Days after it is deposited with Royal Mail. A notice sent by express courier is deemed received when personally delivered to the intended recipient or to a person with apparent authority to receive such delivery on behalf of the intended recipient.

C. Conditions relating specifically to Buyers

1. the FML Buyer Undertaking
1.1 FARM MARKETPLACE LTD WANTS YOU TO HAVE A SAFE BUYING EXPERIENCE. IF THE BUYER OF AN ITEM HAS PROVIDED PAYMENT, BUT THE VENDOR DID NOT DELIVER THE ITEM, FARM MARKETPLACE LTD WILL PAY THE BUYER UP TO £1,500 OF THE PURCHASE PRICE, INCLUDING SHIPPING CHARGES SUBJECT TO THE FOLLOWING CONDITIONS. THE FOLLOWING CONDITIONS APPLY TO THE FARM MARKETPLACE LTD UNDERTAKING
(1) THE BUYER PURCHASED THE ITEM ON FARM MARKETPLACE LTDS ESTORE AND PAID VIA THE SERVICE.
(2) THE BUYER MUST WAIT 30 DAYS OR SHOULD THIS OCCUR FIRST, THREE (3) DAYS AFTER THE ESTIMATED DELIVERY DATE, BUT NOT LONGER THAN 90 DAYS, AFTER THE ORDER DATE TO REQUEST PAYMENT FROM FARM MARKETPLACE LTD UNDER THE FARM MARKETPLACE LTD UNDERTAKING AND SUBMIT THE REQUEST IN WRITING;
(3) THE BUYER MUST PROVIDE THE REQUIRED INFORMATION ON THE UNDERTAKING REQUEST TRUTHFULLY AND ACCURATELY TO RECEIVE PAYMENT;
(4) THE BUYER IS LIMITED TO A LIFETIME MAXIMUM OF FIVE CLAIMS ACROSS ALL FARM MARKETPLACE LTD AND ASSOCIATED SITES; AND
(5) THE BUYER MUST NOT REQUEST A CHARGEBACK FOR THE FIXED PRICE PURCHASE FROM THE ISSUING BANK.

1.2 You warrant and represent to Farm Marketplace Ltd that the information you provide regarding a claim will be true and correct.

2. Payments

2.1 A buyer must pay via the Service for an item purchased via the Site, with any major credit or debit card or any other payment method accepted on the Site under the terms and conditions published on the Site at the time of order processing. After the payment approved, and the buyer's order is confirmed to the Vendor, the Vendor is obliged to dispatch the item sold in accordance with clause A.5. The buyer will resolve any dispute directly with the Vendor, or under the FML Buyer Undertaking described in Clause C.1.1. Vendors shall not invoice buyers, and buyers must not accept Vendor's invoices, off the Site unless approved by FML. All refunds for purchases made via the Site must be initiated by the Vendors and may only be accepted by buyers via the Site, and may take up to 10 days from date initiate by the Vendor.

2.2 Farm Marketplace Ltd reserve the right to set limits on the amount and number of transactions completed through the Service during a set time period ("Transaction Volume Limits") for both buyers and Vendors. For security reasons, Farm Marketplace Ltd does not disclose Transaction Volume Limits. Transaction Volume Limits are different from the credit limits set by your credit/debit card issuer.

2.3 Farm Marketplace Ltd reserve the right to charge buyers any fees associated with the use of any particular payment methods. These fees will be as charged to FML without any uplift. FML reserve the right to alter these fees at any time.

3. Buyer's fees
Although Farm Marketplace Ltd does not currently charge buyers any fees to use the Service and the Site, it reserves its right to do so in the future.

4. Prohibited acts
Buyers must not:

4.1 Whether by themselves or in conjunction with other participants, manipulate transactions in ways that are unfair to other participants or users; and

4.2 use the Service or the Site in the contravention of any applicable law nor permit or assist others to do so.

5. Inspection of items
Buyers must inspect any item purchased from a Vendor immediately upon receipt to ensure that it accords with any description given by the Vendor in the item's listing and to ensure that the product is safe.