1.1 agreement is made between Cambridge Ceramics Gallery Ltd, a company registered in England and Wales (company registration number 12532244) and with registered office at 57 Aldermans Drive, Peterborough PE3 6AR (in this agreement called Cambridge Ceramics) provides Service to you and ………………………………….(in this agreement called the “Vendor”).
2. INTERPRETATION The following definitions and rules of interpretation apply in this agreement.
Artist Registration Form: the form that must be completed by the Vendor as part of their application to join Cambridge Ceramics.
Commission Fee: the fee set out in clause 6.3.
Customer: a person, firm or company who enters into or is invited to enter into any contract with the Vendor via Cambridge Ceramics.
Customer Terms & Conditions: the terms and conditions between Cambridge Ceramics and the Customer, as notified to the Vendor from time to time.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
- acts of Nature, flood, drought, earthquake or other natural disaster;
- epidemic or pandemic;
- terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
- nuclear, chemical or biological contamination or sonic boom;
- any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
- collapse of buildings, fire, explosion or accident; and
- interruption or failure of utility service.
2.2 Cambridge Ceramics: means the online marketplace provided by Cambridge Ceramics via the www.cambridgeceramics.com website to market and facilitate the sale of Vendor’s Products.
2.3 Presentation Guidelines
Product: the goods that Vendors wish to market and sell via Cambridge Ceramics.
Product Pricing Policy: How Vendors price their work via the Cambridge Ceramics.
Product Set-up and Listing Requirements: How Vendors should upload images and give descriptions and should explain shipping and returns arrangements.
Service: the Cambridge Ceramics and other related services to be provided by Cambridge Ceramics under this agreement.
Subscription Fee: the annual fee set out in clause 6.2.
2.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.5 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
2.6 A reference to writing or written includes email and any and all forms of electronic communication.
3. COMMENCEMENT AND DURATION
3.1 Cambridge Ceramics shall provide the Service to the Vendor for 12 months after:
3.2.1 Cambridge Ceramics have received a completed Registration/Application Form with agreement to the Terms and Conditions and other Requirements stipulated from the prospective Vendor AND Cambridge Ceramics have notificed the prospective Vendor of Cambridge Ceramics acceptance.
3.2.2 Payment of the annual subscription fee.
3.3 This agreement shall continue unless it is terminated by one of the parties giving to the other not less than four weeks notice in writing, unless this agreement is terminated in accordance with clause 11.
4. CAMBRIDGE CERAMICS OBLIGATIONS
4.1 Cambridge Ceramics shall provide the Vendor with access to Cambridge Ceramics ecommerce platform where the Vendor will offer and sell their Products directly to Customers. Thereby:
4.1.1 Cambridge Ceramics shall promote the sale of products via the Cambridge Ceramics website, social media, by newsletter and other standard means in Cambridge Ceramics sole discretion;
4.1.2 any contract for sale of the Products is made directly between the Vendor and the Customer and Cambridge Ceramics are not party to any such contract;
4.1.3 Cambridge Ceramics shall facilitate payment of the Products via PayPal
5. VENDOR’S OBLIGATIONS
5.1 General Obligations – The Vendor shall:
5.1.1 warrant that all information set out within the Registration Form is accurate and up to date at all times, with any such changes to be notified to Cambridge Ceramics as soon as possible;
5.1.2 sell the Products to the Customers in accordance with the Customer Terms & Conditions;
5.1.3 co-operate with Cambridge Ceramics in all matters relating to the Service.
5.2 Technical Obligations – The Vendor shall:
5.2.1 be responsible for providing and maintaining (at its own cost) access to the World Wide Web and a current web browser. The Vendor should ensure that it has appropriate anti-virus software in place;
5.2.2 ensure that any information, documentation or photographs provided to Cambridge Ceramics electronically, either via email or www.cambridgeceramics.com is transmitted free from Viruses;
5.2.3 be responsible for the security and proper use of passwords and other security devices used in connection with the Service;
5.2.4 not include on the information included to Cambridge Ceramics website their email address, address, telephone number or social media details;
5.3 Vendors Page Obligations – The Vendor shall:
5.3.1 be responsible for creating, managing and displaying their Profile and Product on their page in a professional and appealing manner which is kept up to date;
5.3.2 display for sale a minimum of 8 individual Products at any one time;
5.3.3 at all times comply with any Presentation Guidelines provided by Cambridge Ceramics to the Vendor;
5.3.4 ensure that all Vendor Information provided in respect of itself or the Products is and remains true, accurate, current and complete;
5.3.6 warrant that none of its Vendor Information, Products or use of the website will:
18.104.22.168 be false, inaccurate or misleading;
22.214.171.124 be fraudulent, or involve the sale of counterfeit or stolen items;
126.96.36.199 be in breach of any applicable law or regulation, including but not limited to breach of copyright, confidence, privacy, e-commerce, distance selling, data protection, export control, tax, consumer protection and advertising;
188.8.131.52 infringe any third party Intellectual Property Rights or privacy;
184.108.40.206 adversely affect the reputation of the Cambridge Ceramics brand.
5.3.7 comply with the Product Set-up and Listing Requirements provided by Cambridge Ceramics to the Vendor.
5.4 Customer Order Obligations – The Vendor shall:
5.4.1 act promptly to facilitate completing the contract with the customer;
5.4.2 be bound by the Customer Terms and Conditions in respect of the sale of the Products;
5.4.3 comply with the Customer Order Requirements provided by Cambridge Ceramics to the Vendor.
5.4.4 comply with the Returns and Refunds Requirements provided by Cambridge Ceramics to the Vendor; See the Returns and Refunds Policy.
5.5 You agree that Cambridge Ceramics may deactivate the Vendor’s Page at any time if, in Cambridge Ceramics sole discretion, Cambridge Ceramics consider that the Vendor has not complied with any of Cambridge Ceramics Contract.
6. CHARGES AND PAYMENT
6.1 In consideration of the provision of the Service by Cambridge Ceramics, the Vendor shall pay the Commission Fee as set out in Clauses 6.2 and 6.3.
6.2 The annual subscription fee is £90 in the first year and £50 each subsequent year to be paid on the date of acceptance and every 12 months thereafter. The following year’s fee will be waived when the Vendor achieves sales of over £1,000 in a 12 months period.
6.3 The Commission Fee is set at 15% of the value of the total amount payable by a Customer in relation to each Product sold through Cambridge Ceramics Website by the Vendor including VAT if applicable.
6.4 If the goods are returned to the Vendor according to the Refunds and Returns Policy then Cambridge Ceramics will reimburse the customer the full amount. Cambridge Ceramics reserve the right to keep monies due to Vendors for a 30 day period for this purpose.
6.5 Payments for the Products shall be made directly to Cambridge Ceramics by Customers via Paypal. The Vendor agrees that the Customer’s obligation to pay the Vendor for Products is fulfilled when the Customer validly received by Cambridge Ceramics for the applicable Product.
6.6 The Commission Fee shall be collected directly by Cambridge Ceramics from the payment Cambridge Ceramics receive from PayPal.
6.7 Cambridge Ceramics shall pay the Vendor for all transactions that have taken place via PayPal. The Vendor has to request withdrawal which has to be approved by Cambridge Ceramics.
6.8 All payments must be made in pounds sterling.
7. LIMITATION OF LIABILITY –
7.1 Cambridge Ceramics liability for third party or Vendor activity relating to or resulting from:
7.1.1 fraud or fraudulent misrepresentation; or
7.1.2 any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, Cambridge Ceramics shall not be liable to the Vendor, whether in contract for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
7.2.1 loss of profits;
7.2.2 loss of sales or business;
7.2.3 loss of agreements or contracts;
7.2.4 loss of anticipated savings;
7.2.5 loss of or damage to goodwill;
7.2.6 loss of use or corruption of software, data or information;
7.2.7 any indirect or consequential loss.
7.3 Subject to clause 7.1 and clause 7.2, Cambridge Ceramics total liability to the Vendor, whether in contract, for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to:
7.3.1 £250 per claim
8.1 Cambridge Ceramics may immediately suspend or terminate this agreement with immediate effect without liability by giving written notice to the Vendor if:
8.1.1 the Vendor commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
8.1.2 the Vendor cannot pay its debts as they fall due or becomes or is threatened to become insolvent, or is the subject of a bankruptcy order, or makes any arrangement or makes a proposal for or enters into any compromise or arrangement with any of its creditors, or goes into voluntary or compulsory liquidation, or an application is made to court, or an order is made, for the appointment of an administrator, or the equivalent of any such event happens to the Vendor;
8.1.3 the Vendor fails to display/sell a minimum of 8 individual Products at any time, in accordance with clause 5.3.2;
8.2.4 in Cambridge Ceramics sole discretion, Cambridge Ceramics consider that the Vendor’s eligibility or suitability to be listed on the Cambridge Ceramics changes.
9. CONSEQUENCES OF TERMINATION
9.1 On termination or expiry of this agreement, the Vendor shall immediately pay to Cambridge Ceramics any outstanding Fees due and unpaid.
9.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
10. FORCE MAJEURE
10.1 If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event, the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
10.2 If the Force Majeure Event prevails for a continuous period of more than three (3) months, either party may terminate this agreement by giving 14 days’ written notice to all the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.
11.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12. RIGHTS AND REMEDIES
12.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
13. ENTIRE AGREEMENT
13.1 This agreement, and any documents referred (subject to change from time to time) to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
14. THIRD PARTY RIGHTS
14.1 No one other than a party to this agreement shall have any right to enforce any of its terms. Nothing in this clause excludes Cambridge Ceramics rights to act as payment agent of the Vendor.
15. GOVERNING LAW
15.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
This agreement is signed by both parties evidenced by their signatures below
Cambridge Ceramics Gallery Ltd . . . . . . . . . . . . . . . . . . . .
Vendor . . . . . . . . . . . . . . . . . . . .
Date. . . . . . . . . .