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Welcome to Neosupermarket!

MARKETPLACE TERMS AND CONDITIONS FOR VENDORS AND CUSTOMERS

These terms and conditions (agreement) governs your use of the Neosupermarket website, accessible at https://neosupermarket.com/ and mobile applications available on the Apple iOS Store and the Google Play Store (each, as applicable, a Platform).

If you are using the Neosupermarket platform, this agreement is between you and Global SVC Company Ltd., UK (Company Number 08388752) (Company). In this agreement, we will refer to the Platform and the Company as “we”, “us” or “our”.

When we talk about “Platform” in this agreement, we are referring to Neosupermarket.com and related mobile apps.

When we talk about “Users” in this agreement, we are referring to anyone using the Platform either to buy or to sell Goods.

When we talk about “Vendor” or “Vendor” in this agreement, we are referring to Users who register for a Vendor Account and/or sell goods via the Platform.

When we talk about “Customer” in this agreement, we are referring to Users who register for a Customer Account and/or buy goods via the Platform.

When we talk about the “Goods” in this agreement, we are referring to the goods the Vendors or Vendors list to sell via the Platform.

When we talk about the “Services” in this agreement, we are referring to our mobile applications available on the Apple iOS Store and the Google Play Store, our website and any associated introductory services we offer.

When we talk about a “Listing” in this agreement, we are referring to a listing that a Vendor uploads on the Platform to offer to sell Goods.

If you access or download our mobile applications from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.

We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

The remainder of this agreement is divided into three parts:

  • Part A, which sets out terms that apply to all Users for their general use of the Platform;
  • Part B, which sets out additional terms that apply specifically to Vendors listing Goods on the Platform; and
  • Part C, which sets out additional terms that apply specifically to Customer buying Goods via the Platform.

By signing up to this Platform, you agree to accept the terms and conditions mentioned in this agreement. If you don’t agree to this agreement, you must refrain from using the Platform.

We may change this agreement at any time by updating the relevant page on the Platform, and your continued use of the Platform following such an update will represent an agreement by you to be bound by this agreement as amended.

Part A Using the Platform

1 ELIGIBILITY

(a) The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you:

(i) have not been suspended or prohibited from using the Platform; and

(ii) are either:

(A) over the age of 18 years and accessing the Platform for personal use; or

(B) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.

(b) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.

(c) You acknowledge and agree that some items listed for sale on the Platform, including but not limited to, knives, may only be available to Users over the age of 18.

(d) If you use the Platform on behalf of a company or organisation, you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” and “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

2 ACCOUNTS

(a) In order to use most of the functionality of the Platform, all Users are required to sign-up, register an account through the Platform (an Account).

(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, postal and physical addresses, mobile phone number, and other information as determined by us from time to time.

(c) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.

(d) You may register for an Account using your Google, Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.

(e) Correspondence between Users must take place on the Platform or via the customer service team API. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.

(f) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(g) We reserve the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(h) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

3 USER OBLIGATIONS

As a User, you agree:

(a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

(b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’ security;

(c) to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive Goods, including:

(i) you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a sale which includes illegal goods, activities or purposes); and

(ii) you must not use the Platform in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by us;

(d) not to act in any way that may harm the reputation of Neosupermarket or the Company or associated or interested parties or do anything at all contrary to the interests of Neosupermarket or the Company;

(e) you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent;

(f) that the Company or Neosupermarket may change any features of the Platform, or the Services or Goods offered through the Platform at any time without notice to you;

(g) that information given to you through the Platform, by the Company or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(h) that we may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.

4 POSTED MATERIALS

4.1 WARRANTIES

By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

(a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

(b) the Posted Material is accurate and true at the time it is provided;

(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

(h) the Posted Material does not breach or infringe any applicable laws.

4.2 LICENCE

(a) You grant to us a non-exclusive, perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, display, distribute, perform, reformat, reproduce and adapt any Intellectual Property Rights in any Posted Material and the Vendor IP (as defined below) in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material the Vendor IP.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights.

(c) You indemnify us against all damages, losses, costs and expenses incurred by us arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

4.3 REMOVAL

(a) We act as a passive conduit for the online distribution of Posted Material and have no obligation to screen Posted Material in advance of it being posted. However, we may, in our absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

5 REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS

We will have no liability or obligation to you if:

(a) a Customer cancels at any time after the time for performance of the Listing is agreed; or

(b) for whatever reason, including technical faults, the Goods cannot be provided,

and you will not be entitled to any compensation from us.

6 ONLINE PAYMENT PARTNER

(a) We use third-party online payment partners, including Stripe, PayPal, VISA, Mastercard, ApplePay and GooglePay (Online Payment Partners) to collect payments on the Platform, including for our Services.

(b) The processing of payments by the Online Payment Partners will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the applicable Online Payment Partners.

(c) You agree to release us and our directors, officers, employees, contractors and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of an Online Payment Partner, including any issue with security or performance of an Online Payment Partner’s platform or any error or mistake in processing your payment.

(d) We reserve the right to correct, or to instruct our Online Payment Partners to correct, any errors or mistakes in collecting your payment.

7 SERVICE LIMITATIONS

The Platform are made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot and do not represent, warrant or guarantee that:

(a) the Platform will be free from errors or defects;

(b) the Platform will be accessible at all times;

(c) messages sent through the Platform will be delivered promptly, or delivered at all;

(d) information you receive or supply through the Platform will be secure or confidential; or

(e) any information provided through the Platform is accurate or true.

8 INTELLECTUAL PROPERTY

(a) We retain ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b) You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from us or as permitted by law.

(c) In this clause 8, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in the United Kingdom and throughout the world.

9 THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

10 THIRD PARTY TERMS

(a) Any Service that requires us to acquire goods and services supplied by a third party (including an Online Payment Partner) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.

(b) Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing us to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.

11 DISPUTES BETWEEN USERS

(a) You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.

(b) If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to us via support@neosupermarket.com or via a ticket to our customer service team. We will assess the complaint and attempt to quickly and satisfactorily resolve it.

(c) Any costs you incur in relation to a complaint or dispute will be your responsibility.

(d) If you have a dispute with us, you agree to notify us first and enter into discussion or mediation with us for a minimum of a 120-day period before pursuing any other proceedings.

(e) Notwithstanding any other provision of this clause 11, either you or we may at any time cancel your Account or discontinue your use of the Platform.

12 SECURITY

We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

13 DISCLAIMER

(a) (Introduction service) The Platform is a medium that facilitates the introduction of Customers and Vendors for the purposes of buying and selling Goods. We do not charge the Customers any fee for providing this introduction service. We simply collect a listing fee from the Vendors in consideration of the listing services. We do not have any obligations or liabilities to, and are not parties to any contract between, the Customers and the Vendors in relation to such Goods or otherwise resulting from the introduction.

(b) (Exclusion of liability) To the maximum extent permitted by applicable law, the Company excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform. This includes the transmission of any computer virus.

(c) (Limitation of liability) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our liability for breach of that non-excludable condition, warranty or guarantee will, at our discretion, be limited to £100.

(d) (Indemnity) You agree to indemnify the Company and/or its directors, shareholders, employees, contractors and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:

(i) breach of any term of this agreement;

(ii) use of the Platform; or

(iii) your provision or receipt of Goods from another User.

(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will the Company be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter, or any goods and/or services provided by any User (except to the extent this liability cannot be excluded under applicable law).

14 CONFIDENTIALITY

You agree that:

(a) no information owned by us, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and

(b) all communications involving the details of other Users on the Platforms are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

15 PRIVACY

You agree to be bound by the clauses outlined in our Privacy Policy

16 NOTICE REGARDING APPLE

If you are accessing the Services from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

(a) this agreement is between you and the Company and not with Apple. Apple is not responsible for the Services or any content available on the Services;

(b) Apple has no obligation whatsoever to furnish any maintenance and support services for the Services;

(c) in the event of any failure of the Company to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Services. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be the Company’s responsibility;

(d) Apple is not responsible for addressing any claims by you or any third party relating to the Services, including, but not limited to:

(i) product liability claims;

(ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation;

(e) in the event of any third party claim that the Services or your use of the Services infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;

(f) that you represent and warrant that:

(i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and

(ii) you are not listed on any U.S. Government list of prohibited or restricted parties;

(g) you must comply with applicable third party terms of this agreement when using the Services; and

(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.

17 TERMINATION

(a) We reserve the right to terminate a User’s access to any or all of the Platform (including any Account, Listings and other memberships) at any time by giving you one month’s prior written notice, for any reason.

(b) In the event that a User’s Account, access or membership is terminated:

(i) the User’s access to all posting tools on the Platform will be revoked;

(ii) the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and service listings or requests); and

(iii) the User may be unable to view the details of all Vendors (including contact details, geographic details and any other details), and all Listings previously posted by the respective User will also be removed from the Platform.

(c) Users may terminate their Account or membership on the Platform at any time by giving us one month prior written notice by email.

(d) After expiry of the notice period, for termination or cancellation, all User data will be automatically deleted from the Platform.

(e) Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of Part A and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

18 TAX

If you are located in the United Kingdom, you are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and the Company will not be held accountable in relation to any transactions between the Customers and the Vendors where tax related misconduct has occurred.

If you are located in outside the United Kingdom, you are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform in accordance with the laws that apply to your jurisdiction, and the Company will not be held accountable in relation to any transactions between the Customers and the Vendors where tax related misconduct has occurred.

19 RECORD / AUDIT

To the extent permitted by law, we reserve the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and to produce these records in the event of any legal dispute involving the Company.

20 NOTICES

A notice or other communication to a party under this agreement must be:

(a) in writing and in English; and

(b) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(c) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

(ii) when replied to by the other party,

whichever is earlier.

21 GENERAL

21.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

21.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

21.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

21.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

21.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

21.6 AMENDMENT

The Company reserves the right to modify or amend this agreement at any time. Any changes will be effective upon posting on the Platform. Your continued use of the Platform after such changes constitutes your acceptance of the revised terms.

21.7 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

21.8 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

21.9 THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21.10 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word “includes” and similar words in any form is not a word of limitation;

(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision;

(k) (currency) a reference to £, or “Pounds Sterling”, is to the GBP currency, unless otherwise agreed in writing;

(l) (written or in writing) includes communication via email or the ‘Contact Us’ functionality on the Platform.

Part B Selling on the Platform

1 ELIGIBILITY

1.1 VENDOR’S ELIGIBILITY

You acknowledge and agree that the Platform offers a curated shopping experience with each Vendor carefully selected by the Company and as such, the Company may, at their absolute discretion, refuse to register a User as a Vendor on the Platform or delete or suspend a Vendor’s account at any time.

1.2 USER’S ELIGIBILITY

(a) You must verify that any Customer is over 18 years old or has their parent or guardian’s consent to use the Platform.

(b) You must not sell any items that are not permitted to be sold to minors under any law that applies in your jurisdiction including but not limited to knives or alcohol, to people under the age of 18 years. It is strictly your responsibility to apply the age restriction on the sales of products as required by applicable law.

(c) You warrant that you and any Goods you list on the Platform comply with all our policies published on our websites from time to time.

2 LISTINGS

You acknowledge and agree that:

(a) you must use your best endeavours to provide as much information as possible in any Listing;

(b) The Company reserves the right to review your Listings either prior to or after they are listed on the Platform to check for compliance with this agreement and our applicable policies. We may reasonably refuse to list Goods or remove any Listing from the Platform where the applicable Goods do not comply with this agreement or our applicable policies;

(c) any information you supply in a Listings must be true, timely and accurate;

(d) The Company may, at their absolute discretion, change the information that is required as part of a Listing and you must update your Listing to reflect these changes within a reasonable time frame;

(e) you must have the right to sell any Goods you include in your Listings;

(f) The Company will have no responsibility for the accuracy, reliability or timeliness of any Shopper’s response to a Listing;

(g) you must take all reasonable steps to provide the Goods as described in every Listing that is accepted by a Shopper, including by not cancelling any part of an accepted Listing;

(h) you must clearly state your estimated shipment and delivery dates as part of a Listing;

(i) your Listings must not contain any misleading advertising;

(j) any additional terms and conditions relating to a Listing or quote provided via the Platform are solely between you and the Customer and do not involve the Company or Neosupermarket or the Platform in any way, except that they must not be inconsistent with either party’s obligations under this agreement; and

(k) The Company will have no responsibility for the accuracy, reliability or timeliness of the content provided by a Customer responding to a Listing, and the Vendor must take steps to independently verify the accuracy and reliability of such content.

3 PRICING

(a) You are responsible for determining the total price payable for the Goods (and any associated services), including any necessary taxes, charges, and associated shippings costs (the Sales Price). You must display the Sales Price on the Platform and must not charge any additional, undisclosed amounts to Customers;

(b) You must ensure that any Goods (or associated services) you specify in a Listing are priced reasonably, where you have not specified a price at the time of sale.

(c) Any price promotions you advertise on the Platform must be genuine. To comply with this clause, you must not advertise a discounted price if the price you claim to be the usual price for a good and/or a service:

(i) has never been charged;

(ii) is inflated;

(iii) is out of date;

(iv) has not been used by you for a more than a month.

4 FEES

(a) Each Vendor must pay a listing fee per item (as mentioned in the Platform) for listing its Goods on the Platform in the manner and at the times directed by the Platform (the Listing Fee).

(b) If the Vendor subscribes to the annual subscription plan (“Subscription”), then the Vendor must pay the annual subscription fee (Subscription Fee) as listed in the Platform.

(c) The Company may amend or change the Listing Fee and the Subscription Fee at any time for any reason, by providing notice in writing.

5 PAYMENT

(a) Customers may view listings on Neosupermarket and, if interested, will be directed to the Vendor’s platform or an affiliated platform ((the “Vendor Platform”) to complete the purchase. Neosupermarket or the Company does not facilitate, process, or oversee the actual transaction between the Customer and the Vendor.

(b) All payments for purchases made by Customers shall be processed exclusively through the Vendor Platform. The Company is not responsible for, and does not participate in, the processing of payments, refunds, or any other financial transactions between Customers and Vendors.

6 TRANSACTION RESPONSIBILITY

(a) All purchases made by Customers shall occur exclusively on the Vendor Platform. The Vendor acknowledges and agrees that the Company is not responsible for processing payments, managing orders, handling refunds, or resolving disputes related to transactions conducted on the Vendor Platform.

(b) The Vendor acknowledges that the Company does not endorse, guarantee, or assume responsibility for any products, services, or transactions facilitated through the Vendor Platform.

7 GOODS (AND RELATED SERVICES)

7.1 GOODS

You must ensure that all the Goods you sell via the Platform are:

(a) of an acceptable quality;

(b) fit for a particular purpose for which you tell the Customer the Goods are suitable for;

(c) matching the description you have provided to the Customer about the Goods;

(d) priced reasonably, where you do not display a price prior to a Customer purchasing the relevant Goods; and

(e) provided in accordance with all applicable laws, regulations, tax obligations and industry standards.

7.2 PROHIBITED GOODS

Without limiting any other provisions in this agreement, you must not sell or attempt to sell via the Platform:

(a) prescription drugs (excluding medical drugs that are permitted to be sold over the counter), illegal drugs, and drug paraphernalia;

(b) internationally regulated items, embargoed goods from prohibited countries, firearms, weapons, knives;

(c) hazardous and explosive materials;

(d) illegal drugs and products (for instance, marijuana, weed, and cocaine) but medicinal products reported to have medicinal properties, unless otherwise authorised by us in writing;

(e) offensive material;

(f) stolen property;

(g) violent and hate items, items that promote, support or glorify violence and/or hate.

7.3 SERVICES

(a) You accept all responsibility in relation to postage, handling and ensuring Customers receive their Goods. You will be liable for any lost, damaged or stolen parcels that do not arrive to Customers. You must indemnify us for any claim, demand, suit, action, loss, cost or damage that may arise as a result of a Customer failing to receive their Goods, including but not limited to any remedy provided to the Customer;

(b) You must ensure that all the services you supply as part of selling your Goods (such as delivery) that you specify in a Listing are provided:

(i) with reasonable care and skill and in a professional, punctual and diligent manner;

(ii) so that the services are fit for the specific purpose you told the Customer about;

(iii) on the date and at the times set out in the Listing, or if those times cannot be achieved, within a reasonable time from the date of purchase; an

(iv) for a price that is reasonable, if you have not set the relevant price at the time of purchase.

(c) If a Customer requests to reschedule the delivery time for the services listed in a Listing, you may choose to accept or reject such a request.

8 RETURNS & CANCELLATIONS

8.1 RETURN OF GOODS

You agree to accept returns of Goods where:

(a) the Goods are defective; or

(b) the Customer changes their mind about the Goods,

in accordance with the provision of this clause 8.

8.2 DEFECTIVE GOODS

You acknowledge that you are responsible for managing any claim that Goods provided by you are defective. You agree to:

(a) promptly respond to any such claim;

(b) take all reasonable steps to investigate and process any such claim; and

(c) ensure that your defective goods policy is at all times compliant with the UK Consumer Protection Act and applicable regulations.

8.3 REFUNDS AND CANCELLATIONS

(a) You are responsible for establishing and maintaining a set of terms and conditions, refund policies, and cancellation policies on the Vendor Platform to govern refunds, cancellations, and adjustments for orders. Neosupermarket does not facilitate, manage, or oversee refunds, cancellations, or disputes related to transactions conducted on your website or platform.

(b) We will have no liability or obligation to you if a Customer cancels an order or refuses the Goods after it has been agreed or purchased and you will not be entitled to any compensation from us in relation to any such cancellation, including all or any portion of the Sales Price.

(c) The Vendor (if an individual using the Platform for personal gain but not in the capacity of a sole trader) may cancel their Subscription to the Platform at any time by giving written notice to the Company at least 14 days prior to the intended cancellation date.

(i) The cancellation notice must be sent to support@neosupermarket.com

(ii) Upon receipt of the cancellation notice, the Company will process the cancellation, and the Vendor’s access to the Platform will terminate at the end of the current billing cycle or on the date specified in the notice, whichever is later.

(iii) The Vendor acknowledges that any fees paid prior to the cancellation date are non-refundable, except as otherwise provided under applicable law.

(d) The Vendor (if a trader or a business (whether or not incorporated)), may cancel their Subscription to the Platform at any time by giving atleast one month’s written notice to the Company. No refunds will be provided in the event of such cancellation.

9 INTELLECTUAL PROPERTY

(a) The Vendor retains all ownership rights, title, and interest in and to its intellectual property, including but not limited to trademarks, logos, brand names, and product images (collectively, "Vendor IP").

(b) Nothing in this agreement transfers ownership of the Vendor IP to the Company or any third party.

(c) The Vendor grants the Company the Licence to use the Vendor IP in accordance with clause 4.2 mentioned in Part 1 of this agreement.

10 BYPASSING

(a) Except as necessary to fulfill an order on the Vendor Platform or provide customer support related to the goods or services purchased, you must not communicate with a Customer, or request or entice a Customer to communicate with you, outside the Platform).

(b) All communication related to the discovery, listing, or promotion of goods or services must occur exclusively through the Platform. Once a Customer is directed to the Vendor Platform to complete a purchase, any further communication related to the transaction (e.g., order confirmation, delivery updates, or customer support) may occur directly between you and the Customer through the Vendor Platform.

(c) You agree not to circumvent or bypass the Platform for any purpose, including but not limited to soliciting payments, sharing contact information, or redirecting Customers to alternative platforms outside the Platform.

(d) We may, in our absolute discretion, cancel your Account and suspend you from using the Platform if we finds or suspects that you have breached or are in breach of this clause 10.

Part C Buying via the Platform

1 ACCEPTANCE OF THE TERMS

By accessing or using the Platform you agree to be bound by this agreement. If you do not agree to this agreement, you must not use the Platform.

2 USING THE PLATFORM

2.1 The Platform serves as a venue for Vendors to display their Goods and for Customers to discover such listings.

2.2 The Platform does not participate in, facilitate, or oversee the actual transaction between Customers and Vendors. All purchases are conducted on the Vendor Platform (as defined above).

2.3 The Platform is provided to the Customer free of charge. You are not required to pay any fees to access or use the Platform for browsing, discovering, or interacting with Listings. Any fees or charges associated with purchases made through the Vendor Platform are the responsibility of the Customer and are governed by the terms and conditions of the Vendor or the Vendor Platform.

2.4 The Company is not a party to any agreement or transaction between the Customer and the Vendor.

3 CUSTOMER RESPONSIBILITIES

3.1 You are responsible for reviewing and understanding the terms and conditions, and policies of the Vendor Platform before completing a purchase.

3.2 You acknowledge that the Company does not guarantee the accuracy, availability, or quality of listings displayed on the Platform.

3.3 You agree to resolve any disputes, claims, or issues related to a purchase directly with the Vendor or through the Vendor Platform.

4 PAYMENT AND TRANSACTIONS

4.1 All payments for purchases made by the Customer shall be processed exclusively through the Vendor Platform. The Company is not responsible for processing payments, managing orders, or handling refunds.

4.2 The Company shall not be liable for any issues arising from the purchase, payment, or fulfillment of orders, delivery of Goods, including but not limited to disputes over pricing, payment processing, delivery, or product quality.

5 COMMUNICATION WITH THE VENDOR

5.1 All communication related to the discovery, listing, or promotion of the Goods must occur exclusively through the Platform.

5.2 Once you are directed to the Vendor Platform to complete a purchase, any further communication related to the transaction (e.g., order confirmation, delivery updates, or customer support) may occur directly between you and the Vendor through the Vendor Platform.

5.3 You agree not to circumvent or bypass the Platform for any purpose, including but not limited to soliciting payments, sharing contact information, or redirecting transactions to alternative platform.

6 CANCELLATION

6.1 We have no liability or obligation to you if a Vendor cancels an agreement to sell you the Goods after you have accepted it and you will not be entitled to any compensation from us.

6.2 If you wish to cancel an agreement to buy the Goods from a Vendor you must contact the Vendor. You may not cancel an agreement to buy the Goods until the Vendor has agreed or it is in accordance with the Vendor’s terms and conditions of sale.

6.3 Please submit a dispute in accordance with clause 11 of Part 1 if there are any issues or problems with the Platform, any Listings or the Vendor. If you have any concerns regarding the Goods or a purchase transaction, then please contact the Vendor directly.