Terms of Use

BACKGROUND:

These Terms of Use, together with any and all other documents referred to herein, setout the terms of use under which you may use this website, www.swooperetail.com(“Our Site”). Please read these Terms of Use carefully and ensure that youunderstand them. Your agreement to comply with and be bound by these Terms ofUse is deemed to occur upon your first use of Our Site. If you do not agree to complywith and be bound by these Terms of Use, you must stop using Our Site immediately.These Terms of Use do not apply to sales or purchases made on Our Site. Pleaserefer to Our Terms for Sellers or Terms for Buyers for more information.

1. Definitions and Interpretation

1.1 In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:

Account: means an account required to access and/or use certain areas of Our Site, as detailed in Clause 4;
Buyer: means a User who makes a purchase on Our Marketplace;
Content: means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
Marketplace: means Our platform for Buyers and Sellers on Our Site;
Seller: means a User who sells on Our Marketplace;
Third Party Advertising: means advertising displayed on Our Site, provided by third parties;
Third Party Advertiser: means a party responsible for Third Party Advertising displayed on Our Site;
User: means a user of Our Site;
User Content: means any Content added to Our Site by a User; e.g., ratings by Users of Sellers and products;
We/Us/Our: means Mobile Pay Systems Ltd.
2. Information About Us

2.1 Our Site is owned and operated by Mobile Pay Systems Ltd. a limited company registered in England and Wales under company number 09710950, whose registered address is 494 Midsummer Boulevard, Milton Keynes, MK9 2EA, United Kingdom.

2.2 Our VAT number is GB 242 488 105.

3. Access to Our Site

3.1 Access to Our Site is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. Subject to the remainder of these Terms of Use, Our Terms for Buyers, and Our Terms for Sellers, We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

4. Accounts

4.1 Certain parts of Our Site (including the ability to buy and sell through the Marketplace) require an Account in order to use them.

4.2 You may not create an Account if you are under 18 years of age. If you are under 18 years of age but over 12 years of age, your parent or guardian should create the Account for you and you must only use the Account with their supervision.

4.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.

4.4 We recommend that you choose a strong password for your Account, consisting of a combination of lowercase and uppercase letters, numbers, and symbols.

4.5 It is your responsibility to keep your password safe.

4.6 If you believe your Account is being used without your permission, please contact Us immediately at [email protected] We will not be liable for any unauthorised use of your Account.

4.7 You must not use anyone else’s Account.

4.8 All personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the law, as set out in Clause 15.

4.9 If you wish to delete your Account, you may do so at any time by contacting [email protected] If you delete your Account, We will remove your information from Our systems. Deleting your Account will also remove access to any areas of Our Site requiring an Account for access.

5. Intellectual Property Rights and Use of Our Site

5.1 With the exception of User Content, all Content included on Our Site and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content, including User Content, is protected by applicable United Kingdom and international intellectual property laws and treaties.

5.2 Subject to sub-Clauses 5.3 and 5.6, you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content (including User Content) from Our Site unless given express written permission to do so by Us or the relevant User.

5.3 You may:

5.3.1 access, view, and use Our Site in any web browser (including, but not limited to, in-app web browsers);

5.3.2 download Our Site (or any part of it) for caching;

5.3.3 print one copy of any pages from Our Site;

5.3.4 download extracts from pages on Our Site; and

5.3.5 save pages from Our Site for later and/or offline viewing.

5.4 The owner and author of any Content (including User Content) must always be acknowledged when re-using that Content.

5.5 You may not use any Content (including User Content) printed, saved, or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or Our licensors, or the relevant User, as appropriate) to do so. This does not prohibit the normal access, viewing, and use of Our Site for general purposes whether by business users or consumers.

5.6 Nothing in these Terms of Use limits or excludes the fair dealing provisions of Chapter III of the Copyright, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody, or pastiche; and the incidental inclusion of copyright material.

6. User Content

6.1 User Content on Our Site includes (but is not limited to) ratings by Users of Sellers and products.

6.2 You agree that you will be solely responsible for your User Content. Specifically, you agree, represent, and warrant that you have the right to submit the User Content and that it will comply with Our Acceptable Usage Policy.

6.3 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 6.2. You will be responsible for any loss or damage suffered by Us as a result of such breach.

6.4 You (or the licensors who own the Content in question, as appropriate) retain the ownership of the User Content that you submit to Our Site and all the intellectual property rights in that User Content. By submitting User Content to Our Site, you grant Us an irrevocable, unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform, and sub-licence your User Content for the purposes of operating and promoting Our Site.

6.5 If you wish to remove User Content, you may do so by following the instructions provided on Our Site. We will use reasonable efforts to remove the User Content from Our Site. Please note that caching or references to your User Content may not be made unavailable immediately (or may not be made unavailable at all where they are outside of Our reasonable control).

6.6 We may reject, reclassify, or remove any User Content from Our Site where in violates Our Acceptable Usage Policy, or if We receive a complaint from a third party about it and determine that it should be removed in response to that complaint. If any of your User Content is removed, you will be informed of the removal and the reasons for the removal in writing.

7. Links to Our Site

7.1 You may link to Our Site provided that:

7.1.1 you do so in a fair and legal way;

7.1.2 you do not do so in a way that suggests any form of association, endorsement, or approval on Our part where none exists;

7.1.3 you do not use any logos or trade marks displayed on Our Site without Our express written permission; and

7.1.4 you do not do so in a way that is intended to damage Our reputation or to take unfair advantage of it.

7.2 You may not link to any page other than the homepage-URL of Our Site, www.swooposretailuk.com. Linking to other pages (known as “deep linking”) requires Our express written permission. Please contact Us at [email protected] for further information.

7.3 Framing or embedding of Our Site on other websites requires Our express written permission. Please contact Us at [email protected] for further information.

7.4 You may not link to Our Site from any other site where that site’s main content (i.e. the site’s primary purpose and content, not comments or similar from other users) contains material that:

7.4.1 is sexually explicit;

7.4.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;

7.4.3 promotes violence;

7.4.4 promotes or assists in any form of unlawful activity;

7.4.5 discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

7.4.6 is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

7.4.7 is calculated or is otherwise likely to deceive another person;

7.4.8 is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;

7.4.9 misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.4);

7.4.10 implies any form of affiliation with Us where none exists;

7.4.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or

7.4.12 is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

8. Links to Other Sites

Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

9. Third Party Advertising

9.1 We may feature Third Party Advertising on Our Site.

9.2 We are not responsible for any Third Party Advertising on Our Site. Each Third Party Advertiser is responsible for the content of their own Third Party Advertising]. We will not be responsible for any Third Party Advertising on Our Site including, but not limited to, any errors, inaccuracies, or omissions.

10. Disclaimers and Legal Rights

10.1 Nothing on Our Site constitutes advice on which you should rely. Information and other materials on Our Site are provided for general information purposes only.

10.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure. If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site damages your device or other digital content belonging to you (if you are a consumer) you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

10.3 We make reasonable efforts to ensure that Our Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties, or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.

10.4 We are not responsible for the content or accuracy of any User Content, nor for any opinions, views, or values expressed in any User Content. Any such opinions, views, or values are those of the relevant User and do not reflect Our opinions, views, or values in any way.

11. Our Liability

11.1 Please note that the provisions of this Clause 11 are subject to Our Terms for Buyers <> and Terms for Sellers <>.

11.2 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site, or the content of, use of, or reliance upon any Content (including User Content) included on Our Site.

11.3 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that my apply to Our Site or to any Content (including User Content) included on Our Site.

11.4 If you are a business (i.e. a User using Our Site in the course of business and/or for commercial reasons), We accept no liability for loss of profits, sales, business, or revenue; loss of business opportunity, goodwill, or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

11.5 We use all reasonable skill and care to ensure that Our Site is free from viruses and other malware. Subject to sub-Clause 10.2, however, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data, or other material that occurs as a result of your use of Our Site or any other site referred to on Our Site.

11.6 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

11.7 Nothing in these Terms of Use seeks to exclude or restrict Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability that cannot be excluded or restricted by law. For full details of consumers’ legal rights, please contact your local Citizens Advice Bureau or Trading Standards Office.

12. Viruses, Malware, and Security

12.1 We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware. We do not, however, guarantee that Our Site is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 11.5, subject to sub-Clause 10.2.

12.2 You are responsible for protecting your hardware, software, data, and other material from viruses, malware, and other internet security risks.

12.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.

12.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

12.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.

12.6 By breaching the provisions of sub-Clauses 12.3 to 12.5, you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

13. Acceptable Usage Policy

13.1 You may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause 13. Specifically:

13.1.1 you must ensure that you comply fully with any and all local, national, or international laws, and/or regulations;

13.1.2 you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;

13.1.3 you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

13.1.4 you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.

13.2 When using Our Site, you must not communicate or otherwise do anything that:

13.2.1 is sexually explicit;

13.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;

13.2.3 promotes violence;

13.2.4 promotes or assists in any form of unlawful activity;

13.2.5 discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

13.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

13.2.7 is calculated or is otherwise likely to deceive;

13.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

13.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 13.2);

13.2.10 implies any form of affiliation with Us where none exists;

13.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or

13.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

13.3 We reserve the right to suspend or terminate your access to Our Site if you materially breach the provisions of this Clause 13 or any of the other provisions of these Terms of Use. Further actions We may take include, but are not limited to:

13.3.1 removing your User Content from Our Site;

13.3.2 issuing you with a written warning;

13.3.3 legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;

13.3.4 further legal action against you as appropriate;

13.3.5 disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

13.3.6 any other actions which We deem reasonably necessary, appropriate, and lawful.

13.4 We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of these Terms of Use.

14. Privacy and Cookies

Use of Our Site is also governed by Our Privacy and Cookie Policy, available from link to Privacy Policy.

15. How We Use Your Personal Information (Data Protection)

15.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any regulation substituting the GDPR in the United Kingdom and your rights hereunder.

15.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy and Cookie.

16. Communications from Us

16.1 If We have your contact details, We may send you important notices by email. Such notices will only relate to important matters including, but not limited to, service changes; changes to these Terms of Use; Our Terms for Sellers, Terms for Buyers, Privacy Policy, or Cookie Policy; and changes to your Account.

16.2 We will never send you marketing emails of any kind without your express permission. If you do give Us permission, you may opt-out at any time. Any and all marketing emails sent by Us include an un-subscribe link. If you opt out of receiving emails from Us, it may take up to two weeks for Us to comply with your request. During that time, you may continue to receive emails from Us.

17. Contacting Us

If you wish to contact Us with general questions or complaints; for matters relating to Our Marketplace including, but not limited to, these Terms for Buyers, transactions, Sellers, and other Buyers; and for matters relating to cancellations you may contact Us by telephone at 0121 270 7500, by email at [email protected], or by post at Mobile Pay Systems Ltd., 494 Midsummer Boulevard, Milton Keynes, MK9 2EA, United Kingdom.

18. Changes to these Terms of Use

18.1 We may alter these Terms of Use at any time. Any such changes will become binding on you upon your first use of Our Site after the changes have been made. You are therefore advised to check this page from time to time.

18.2 In the event of any conflict between the current version of these Terms of Use and any previous version(s), the current version shall prevail unless it is specifically stated otherwise.

19. Law and Jurisdiction

19.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

19.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 19.1 above takes away or reduces your rights as a consumer to rely on those provisions.

19.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

19.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the non exclusive jurisdiction of the courts of England & Wales.

TERMS FOR BUYERS

BACKGROUND:

These Terms for Buyers, together with any and all other documents referred to herein, set out the terms under which Users (“Buyers”) buy from Sellers on Our Marketplace. Please read these Terms for Buyers carefully and ensure that you understand them before purchasing anything on Our Marketplace. You will be required to read and accept these Terms for Buyers when You open an Account and/or You become a Buyer on Our Marketplace. If you do not agree to comply with and be bound by these Terms for Buyers, you will not be able to purchase anything on Our Marketplace. These Terms for Buyers, as well as any and all contracts are in the English language only.

1. Definitions and Interpretation

1.1 In these Terms for Buyers, unless the context otherwise requires, the following expressions have the following meanings:

Account: means an account required to access and/or use certain areas of Our Site, including Our Marketplace;
Buyer: means a User who makes a purchase on Our Marketplace;
Content: means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
Listing: means a listing on Our Marketplace advertising an item or items for sale;
Marketplace: means Our platform for Buyers and Sellers on Our Site;
Our Site: means this website, www.swooperetail.com;
Payment Service: means the payment service provided by Us (Swoopos & Swoope) and/or Our Third Party Payment Service Providers;
Seller: means a User who sells on Our Marketplace;
Third Party Payment Service Provider: Means, e.g., Stripe, Inc., please see www.stripe.com;
User: means a user of Our Site;
User Content: means any Content added to Our Site by a User; e.g., ratings by Users of Sellers and products;
We/Us/Our: means Mobile Pay Systems Ltd.
2. Information About Us

2.1 Our Site is owned and operated by Mobile Pay Systems Ltd. a limited company registered in England and Wales under company number 09710950, whose registered address is 494 Midsummer Boulevard, Milton Keynes, MK9 2EA, United Kingdom.

2.2 Our VAT number is GB 242 488 105.

3. Access to and Use of Our Site

3.1 Access to Our Site is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. Subject to the remainder of these Terms for Buyers, We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

3.4 Use of Our Site is also subject to Our Terms of Use and Terms for Sellers. Please ensure that you have read them carefully and that you understand them.

4. Age Restrictions

You may only make purchases on Our Marketplace if you are at least 18 years of age.

5. Our Marketplace

Our Marketplace is provided solely as an online venue for Buyers and Sellers. We are not the manufacturer or re-seller of the products sold on Our Marketplace. We are not a party to any transactions or other relationships between Buyers and Sellers. You hereby acknowledge and agree that:

5.1 You are not making a purchase from Us and are not entering into a contract with Us. Your purchase is from the Seller in question, and your contract is with that Seller;

5.2 We will not be a party to any dispute between you and any Seller or another Buyer. Any claims must be made directly against the party concerned;

5.3 We do not pre-screen Sellers or any items that Sellers advertise in Listings on Our Marketplace. We are not, therefore, in any way responsible for any items sold or for the content of any Listings; and

5.4 While all Sellers are required to comply with Our Terms for Sellers, which include provisions covering important matters such as payment methods, processing times, and delivery methods, all Sellers are different and may not accept the same payment methods, process transactions within the same time frame, or offer the same delivery methods (or prices).

5.5 While We work to ensure that product information on Our Marketplace is correct, Sellers may alter their product information. Actual product packaging and materials may contain more and/or different information than shown on Our Marketplace. If you have any specific product queries, please contact the Seller. This notice does not affect your legal rights.

5.6 For medicinal products, content on Our Marketplace is not intended to be used to diagnose, treat, cure, or prevent any disease or health condition or to substitute advice given by medical practitioners, pharmacists or other licensed health care professionals. You should contact your health care provider immediately if you suspect that you have a medical problem. You should always read the labels, warnings and instructions provided with the product before using or consuming it and not solely rely on the information presented on Our Marketplace.

6. Intellectual Property Rights

6.1 The provisions of Clause 6 of Our Terms of Use apply to all User Content submitted to Our Site, including any and all User Content submitted to Our Marketplace in Listings.

6.2 Buyers must, at all times, respect the intellectual property rights of Sellers on Our Marketplace. Under no circumstances may you use intellectual property belonging to another party without that party’s express permission.

7. Buyer Rules and Acceptable Usage Policy

7.1 When using Our Marketplace, you must do so lawfully, fairly, and in a manner that complies with the provisions of this Clause 7. Specifically:

7.1.1 you must ensure that you comply fully with all local, national, or international laws and/or regulations;

7.1.2 you must not use Our Marketplace in any way, or for any purpose, that is unlawful or fraudulent;

7.1.3 you must not use Our Marketplace to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

7.1.4 you must not use Our Marketplace in any way, or for any purpose, that is intended to harm any person or persons in any way;

7.1.5 you must always provide accurate, honest information to Sellers on Our Marketplace; and

7.1.6 you must not engage in any form of price fixing with other Users (including Sellers and Buyers).

7.2 When using Our Marketplace, you must not submit anything, or otherwise do anything that:

7.2.1 is sexually explicit;

7.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;

7.2.3 promotes violence;

7.2.4 promotes or assists in any form of unlawful activity;

7.2.5 discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

7.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

7.2.7 is calculated or is otherwise likely to deceive;

7.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

7.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.2);

7.2.10 implies any form of affiliation with Us where none exists;

7.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or

7.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

7.3 We reserve the right to suspend or terminate your access to Our Marketplace if you materially breach the provisions of this Clause 7 or any of the other provisions of these Terms for Buyers. Further actions We may take include, but are not limited to:

7.3.1 removing any offending material from Our Marketplace;

7.3.2 issuing you with a written warning;

7.3.3 legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;

7.3.4 further legal action against you as appropriate;

7.3.5 disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

7.3.6 any other actions which We deem reasonably necessary, appropriate, and lawful.

7.4 We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of these Terms for Buyers.

8. Purchasing from Sellers

8.1 As set out above in Clause 5, all transactions on Our Marketplace are between Buyers and Sellers only. We are not a party to such transactions.

8.2 When making a purchase from a Seller, you expressly agree that:

8.2.1 You have read the description and all details within the relevant Listing carefully and that you understand and agree to any and all specific policies that are stated to apply by the Seller;

8.2.2 You will pay for the item(s) purchased in full and on time, using one of the Seller’s accepted payment methods via Our Payment Service, details of which are provided below in Clause 9; and

8.2.3 You have provided complete and accurate delivery details to the Seller.

9. Payment Service

9.1 All Payments on Our Marketplace are made through the Payment Service.

9.2 Your use of the Payment Service may require an account with Us and/or the Third Party Payment Service Provider and will be subject to its own terms and conditions and privacy policy. You will be required to read and accept those terms and conditions and privacy policy before making payments to Sellers on Our Marketplace.

9.3 By using the Payment Service, you acknowledge and agree to Us sharing your personal information and/or information about your transactions on Our Marketplace with the Third Party Payment Service Provider.

9.4 The Payment Service works with the following payment methods (please note that not all Sellers will accept all of the following):

9.4.1 Credit cards; debit cards.

9.5 If We receive notice from any of Our payment service providers including the Third Party Payment Service Provider that your use of Our Marketplace or the Payment Service is in breach of their terms or of any agreement between you and them, We may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the Payment Service to make or accept payments on Our Marketplace, and/or the suspension or termination of your Account on Our Site.

9.6 The Third Party Payment Service Provider reserves the right to refuse the use of the Payment Service to anyone, for any reason, and at any time.

10. Payments to Sellers

10.1 All payments are processed using the Payment Service described above in Clause 9.

10.2 If you do not pay, the Seller may cancel the transaction. Please refer to Clause 15 for more information on the Seller’s cancellation rights.

10.3 We will not make any of your payment details (including, but not limited to, card numbers, bank account numbers, and sort codes) available to Sellers at any time, or for any reason. All payment details are held securely and shared only with Our Third Party Payment Service Provider.

11. Taxes

11.1 It is the responsibility of Sellers to collect and pay takes on any sales made through Our Marketplace.

11.2 Where any tax, for example VAT, forms a part of the price of any item on Our Marketplace, the tax must be included in the price of the item.

11.3 If a Seller is VAT registered, they may be required to charge VAT on the items that they sell on Our Marketplace.

11.4 If a Seller sells digital items through Our Marketplace, We may automatically collect VAT on those items.

11.5 For further information on VAT and other taxes in your location, please contact your local tax authority.

12. Delivery

12.1 Sellers are required to ship items to you as soon as is reasonably possible upon receipt of payment, taking into account the nature of the item(s) in question, preparation time and, where relevant, manufacturing time (if items are made or customised to order). Unless a Listing states otherwise, or unless you have agreed otherwise with the Seller, the Seller must dispatch items no later than 30 calendar days after the date on which the Sale takes place.

12.2 As stated in sub-Clause 8.2.3, you must provide complete and accurate delivery details to the Seller. The Seller is responsible for ensuring that they use the delivery address exactly as you provide it to them, but if dispatched items do not reach you due to an incorrect address provided by you, it is your responsibility and not the Seller’s.

12.3 Sellers are free to determine the delivery charges for their items; however, Sellers must ensure that delivery charges are reasonable, not excessive, and genuinely reflect the actual cost to the Seller of delivering the item in question to you.

12.4 Sellers must also provide a ships-from address for your reference. You will see this on the Listing, order confirmation, invoice and/or delivery note.

12.5 Different delivery methods may be offered by different Sellers. Delivery options may include personal delivery, Buyer collection, and postal or delivery service. The final choice of delivery service is to be agreed between you and the Seller.

12.6 Once an item has been dispatched to you, the Seller will inform you that it has been dispatched.

12.7 Sellers are responsible for ensuring that they check, are aware of, and comply with all applicable shipping and customs regulations when shipping items to you.

13. Your Rights to Cancel and Return Items

13.1 If you are a consumer (that is, not a business) based in the European Economic Area (including in the United Kingdom), you may be entitled to a “cooling-off” period within which you may cancel your contract with a Seller and return an item for any reason. If applicable, the cooling-off period ends 14 calendar days after the day on which you (or someone nominated by you) receive(s) the item.

13.2 The cooling-off period does not apply in the following circumstances:

13.2.1 If the item is sealed for health or hygiene reasons, and you have unsealed the item after receiving it; or

13.2.2 If the item consists of sealed audio or video recordings (e.g. CD or DVD) or sealed computer software, and you have unsealed the item after receiving it; or

13.2.3 If the item is digital content and it has been downloaded or otherwise accessed by you; or

13.2.4 If the item is likely to deteriorate quickly, for example flowers or food; or

13.2.5 If the item has been personalised or made-to-order for you; or

13.2.6 If the item has been inseparably mixed with another item or other items (according to their nature) after you have received it.

13.3 If you wish to exercise your right to cancel during the cooling-off period, you must inform the Seller of your decision within the cooling-off period. You may do so in any way you wish. Cancellation by email or by post is effective from the date on which you send the Seller your message. Please note that the cooling-off period lasts for whole calendar days. If, for example, you send the Seller an email or letter by 23:59:59 on the final day of the cooling-off period, your cancellation will be valid and must be accepted.

13.4 Items must be returned to the Seller no more than 14 calendar days after the day on which you in form the Seller that you wish to cancel. You will be responsible for the costs of returning items to the Seller if you cancel under the cooling-off period.

13.5 When you cancel under the cooling-off period, the Seller must issue a refund within 14 calendar days of the following:

13.5.1 The day on which the Seller receives the item(s) back; or

13.5.2 The day on which you inform the Seller (supplying evidence) that you have sent the item(s) back (if this is earlier than the day under sub-Clause 13.5.1); or

13.5.3 If the Seller has not yet dispatched the item(s), the day on which you inform the Seller that you wish to cancel.

13.6 The Seller may make certain limited deductions from refunds under this Clause 13 as follows:

13.6.1 The Seller may reduce a refund for any diminished value in an item resulting from your excessive handling of it (e.g. handling going beyond that which would be permitted in a shop); and/or

13.6.2 The Seller is only required by law to reimburse standard delivery charges. If you have chosen a premium delivery method, the Seller is only required to reimburse you for the equivalent of standard delivery.

14. Problems with Transactions and Your Rights

14.1 By law, Sellers must provide goods and/or digital content that are/is of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information that the Seller has provided to you, and that matches any samples or models that the Seller has shown to you (unless the Seller has made you aware of any differences).

14.2 If items do not conform with the requirements outlined in sub-Clause 14.1 and, for example, have faults or are damaged when you receive them, you must contact the Seller as soon as reasonably possible to inform the Seller of the problem. The following remedies will be available to you:

14.2.1 Beginning on the day that you receive the item(s), if the item(s) is/are goods, you have a 30 calendar day right to reject them and to receive a full refund if they do not conform.

14.2.2 If you do not wish to reject the item(s), if the 30 calendar day rejection period does not apply, or if it has expired, you may request a repair or replacement. The Seller must bear the costs and must carry out the repair or replacement within a reasonable time and without significant inconvenience to you. If either a repair or a replacement is impossible or disproportionately difficult, the Seller may offer you the alternative option (i.e. a replacement instead of a repair or vice versa) or a full refund. If you request a repair or replacement during the 30 calendar day rejection period, that period will be suspended while the Seller carries out the repair or replacement and will resume on the day that you receive the replacement or repaired item(s). If less than 7 calendar days remain out of the original period, it will be extended to 7 calendar days.

14.2.3 If, after a repair or replacement, the item(s) still do not conform (or if the Seller cannot repair or replace it/them, as described above, or if the Seller has failed to act within a reasonable time or without significant inconvenience to you), you may have the right to keep the item(s) at a reduced price, or to reject it/them in exchange for a refund.

14.3 If you exercise your final right to reject the item(s) more than six months after receiving it/them, the Seller may reduce any refund to reflect the use that you have had out of it/them.

14.4 Please note you will not be eligible to claim under this Clause 14 in the following circumstances:

14.4.1 the Seller informs you of any fault(s), damage, or other problems with the item(s) before you purchase them and it is because of that/those same issue(s) that you subsequently wish to return them;

14.4.2 you have purchased the item(s) for an unsuitable purpose that is neither obvious nor made known to the Seller and the problem has resulted from your use of the item(s) for that purpose; or

14.4.3 the problem is the result of normal wear and tear, misuse, or intentional or careless damage.

14.4.4 The costs of returning items to a Seller should be covered by the Seller, reimbursing you where necessary.

14.5 Refunds (whether full or partial, including reductions in price) under this Clause 14 must be issued within 14 calendar days of the day on which the Seller agrees that you are entitled to a refund.

14.6 Any and all refunds under this Clause 14 must include all delivery costs paid by you when the item(s) was/were originally purchased.

14.7 Further information on legal rights can be obtained from your local Citizens Advice Bureau or Trading Standards Office.

15. Further Transaction Cancellation Rights

15.1 The Seller has the right to cancel a transaction and issue a full refund of any sums paid (including delivery charges) in the following circumstances:

15.1.1 You and the Seller have mutually agreed to cancel the transaction before the item(s) is/are dispatched;

15.1.2 You and the Seller have mutually agreed to cancel the transaction following receipt by you of the item(s) and you have returned the item(s) to the Seller;

15.1.3 You have failed to pay;

15.1.4 The Seller has chosen to refuse service to you.

15.2 Refunds must be made within 14 calendar days of:

15.2.1 the date on which you and the Seller agree the cancellation, under sub-Clauses 15.1.1 and 15.1.2; or

15.2.2 the date on which the Seller informs you that they are cancelling the transaction, under sub-Clauses 15.1.3 and 15.1.4.

16. Your Account Cancellation Rights

16.1 You may close your Account at any time by following the instruction given on Our Site.

16.2 Any outstanding sums due and payable to any Seller(s) will remain payable and your Account will not be fully closed until all sums due have been paid and the relevant transaction(s) completed or cancelled.

17. Our Liability to You

17.1 As stated in Clause 5, We are not a party to any transactions, other relationships, or disputes between Buyers and Sellers. Furthermore, as stated in sub-Clause 5.2, We do not pre-screen Sellers or any items that Sellers advertise in Listings on Our Marketplace. We will not be responsible for any aspect of a transaction and make no warranties as to the quality, safety, or legality of any item(s) purchased from Sellers on Our Marketplace. Any claims pertaining to a transaction must be made directly against the Seller concerned.

17.2 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms for Buyers or as a result of Our negligence.

17.3 Subject to sub-Clause 17.2, to the fullest extent permissible by law, We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

17.4 Nothing in these Terms for Buyers seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.

17.5 Nothing in these Terms for Buyers seeks to limit or exclude consumers’ legal rights. For more details of consumers’ legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

18. Communication and Contact Details

If you wish to contact Us with general questions or complaints; for matters relating to Our Marketplace including, but not limited to , these Terms for Buyers, transactions, Sellers, and other Buyers; and for matters relating to cancellations you may contact Us by telephone at 0121 270 7500, by email at [email protected], or by post at Mobile Pay Systems Ltd., 494 Midsummer Boulevard, Milton Keynes, MK9 2EA, United Kingdom.

19. Data Protection

19.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any regulation substituting the GDPR in the United Kingdom and your rights hereunder.

19.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy and Cookie Policy.

19.3 Sellers will also collect, hold, and process your personal information in the course of transactions (for example, your name, email address, and postal address). Please consult the privacy policy of any Seller you wish to buy from before entering into a transaction with them and ensure that you have read, understood, and agree to it. Sellers are, therefore, also considered data controllers under the GDPR and will be responsible for complying with their legal obligations and protecting your rights under the GDPR and any regulation substituting the GDPR in the United Kingdom.

19.4 You must only use the personal data of other Users (whether they are Buyers or Sellers) to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via Our Marketplace, and/or to respond to messages from them. You may not add any User to a mailing list, use their data for marketing, or retain any payment details. You may only use another User’s personal data for additional purposes with their consent.

20. Other Important Terms

20.1 We may transfer (assign) Our obligations and rights under these Terms for Buyers to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms for Buyers will not be affected and Our obligations under these Terms for Buyers will be transferred to the third party who will remain bound by them.

20.2 You may not transfer (assign) your obligations and rights under these Terms for Buyers without Our express written permission.

20.3 If any of the provisions of these Terms for Buyers are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms for Buyers. The remainder of these Terms for Buyers shall be valid and enforceable.

20.4 No failure or delay by Us in exercising any of Our rights under these Terms for Buyers means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms for Buyers means that We will waive any subsequent breach of the same or any other provision.

20.5 We may revise these Terms for Buyers from time to time in response to changes in relevant laws and other regulatory requirements.

21. Law and Jurisdiction

21.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

21.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 21.1 above takes away or reduces your rights as a consumer to rely on those provisions.

21.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

21.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.

TERMS FOR SELLERS

BACKGROUND:

These Terms for Sellers, together with any and all other documents referred to herein, set out the terms under which merchants (“Sellers”) sell on Our Marketplace. Please read these Terms for Sellers carefully and ensure that you understand them before selling on Our Marketplace. You will be required to read and accept these Terms for Sellers before you register as a Seller on Our Marketplace. If you do not agree to comply with and be bound by these Terms for Sellers, you will not be able to sell on Our Marketplace. These Terms for Sellers, as well as any and all contracts are in the English language only. 1. Definitions and Interpretation

1.1 In these Terms for Sellers, unless the context otherwise requires, the following expressions have the following meanings:

Account: means an account required to access and/or use certain areas of Our Site, including Our Marketplace;
Buyer: means a User who makes a purchase on Our Marketplace;
Content: means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
Listing: means a listing on Our Marketplace advertising an item or items for sale;
Listing Fee: means a fee payable for submitting and/or renewing a Listing on Our Marketplace;
Marketplace: means Our platform for Buyers and Sellers on Our Site;
Our Site: means this website, www.swooperetail.com;
Payment Service: means the payment service provided by Us (Swoopos & Swoope) and/or Our Third Party Payment Service Providers;
Payment Service Account: means an account for the holding of funds provided as part of the Payment Service and administered by Us and/or the Third Party Payment Service Provider;
Seller: means a merchant who sells on Our Marketplace;
Third Party Payment Service Provider: means, e.g., Stripe, Inc., please see www.stripe.com;;
Transaction Fee: means a percentage fee applied to each sale made on Our Marketplace;
User: means a user of Our Site; users are Sellers and Buyers;
User Content: means any Content added to Our Site by a User;
We/Us/Our: means Mobile Pay Systems Ltd.
2. Information About Us

2.1 Our Site is owned and operated by Mobile Pay Systems Ltd. a limited company registered in England and Wales under company number 09710950, whose registered address is 494 Midsummer Boulevard, Milton Keynes, MK9 2EA, United Kingdom.

2.2 Our VAT number is GB 242 488 105.

3. Access to and Use of Our Site

3.1 Access to Our Site is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. Subject to the remainder of these Terms for Sellers, We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

3.4 Use of Our Site is also subject to Our Terms of Use and Terms for Buyers. Please ensure that you have read them carefully and that you understand them.

4. Restrictions for Sellers on Our Marketplace

4.1 You may only sell on Our Marketplace if you are at least 18 years of age.

4.2 Sellers are required to have signed up to the Payment Service before selling on Our Marketplace.

5. Our Marketplace

Our Marketplace is provided solely as an online venue for Buyers and Sellers. We are not a party to any transactions or other relationships between Buyers and Sellers. You hereby acknowledge and agree that:

5.1 Buyers are not making purchases from Us and are not entering into a contract with Us. A Buyer’s purchase is from you, and their contract is with you;

5.2 We will not be a party to any dispute between you and any Buyer or another Seller. Any claims must be made directly against the party concerned;

5.3 We do not pre-screen Sellers or any items that you advertise in Listings on Our Marketplace. We are not, therefore, in any way responsible for any items sold or for the content of any Listings; and

5.4 While you are required to comply with these Terms for Sellers, which include provisions covering important matters such as payment methods, processing times, and delivery methods, We recognise that all Sellers are different and may not accept the same payment methods, process transactions within the same time frame, or offer the same delivery methods (or prices).

6. What Can and Cannot be Sold on Our Marketplace

6.1 The following are permitted on Our Marketplace:

6.1.1 a list of what Sellers are permitted to sell on the Marketplace, defining things clearly, adding explanations where necessary.

6.2 The following are not permitted on Our Marketplace:

6.2.1 a list of what Sellers are not permitted to sell on the Marketplace, defining things clearly, adding explanations where necessary.

6.3 We reserve the right to remove any Listing that breaches the provisions of this Clause 6. If We do so, please note that Listing Fees are non-refundable. In addition, We may also suspend or terminate your Account. All sums due will remain due and payable notwithstanding any suspension or termination for any reason.

7. Descriptions Policy

When selling on Our Marketplace, it is important that all descriptions of items are truthful and accurate, and that all visual representations are true representations of what you are selling (as far as is reasonably possible). You agree that all Listings submitted by you will comply with the following:

7.1 if an item is not new, it must not be described as such;

7.2 if an item is used, the description must give as much detail as is reasonably possible about the age of the item, its condition, and any damage or defects;

.3 if an item is not original (i.e. it has been purchased from, or otherwise supplied by, another party), it must not be described as such;

7.4 you may only describe something as being made or done by you if that is truly the case. If any other party is involved, your Listing must state and describe their involvement;

7.5 subject to sub-Clause 7.6, photographs must be of what you are selling and not stock photographs, photographs from other Sellers or websites, drawings, renderings, or other representations;

7.6 if you are selling multiples of the same item (including, but not limited to, items made to order, customised versions of an item, or variations resulting in a similar but not identical product), you do not need to include photographs of every individual item, provided that your description sets out any variations that are likely to be made, stating that the photographs provided are examples only;

7.7 your listing must include delivery costs where it is possible to calculate them in advance, or reasonable estimates where it is not possible to calculate them in advance;

7.8 if you are offering items made or customised to order, provide full details of the options available to Buyers;

7.9 if you are offering items made or customised to order and the price for those items will vary according to a Buyer’s requirements, include full details of pricing including, if possible, set prices for different versions of an item or, if this is not possible, a statement that pricing will vary according to the Buyer’s requirements;

7.10 if you are offering items made or customised to order, you must provide reasonable estimates for the time required to make or customise such orders and use all reasonable efforts to ensure that you keep to such times;

7.11 you must not use any Content that belongs to other parties in your Listings without their express permission (please refer to Clause 8 for more information on intellectual property rights);

7.12 your Listing must not advertise alternate locations from which your items can be purchased, thereby avoiding Our Transaction Fees.

8. Intellectual Property Rights

8.1 The provisions of Clause 6 of Our Terms of Use apply to all User Content submitted to Our Site, including any and all User Content submitted to Our Marketplace in Listings.

8.2 Sellers must, at all times, respect the intellectual property rights of third parties including but not limited to other Sellers on Our Marketplace. Under no circumstances may you use intellectual property belonging to another party without that party’s express permission.

8.3 If you feel that another User (whether they are another Seller or a Buyer or otherwise) has infringed your intellectual property rights in any way, please contact Us at [email protected]

8.4 If another party contacts Us accusing you of infringing their intellectual property rights:

8.4.1 We will contact you to inform you of the complaint;

8.4.2 We may remove the User Content that is the subject of the complaint;

8.4.3 if you have questions regarding the complaint, or wish to challenge it, you must contact the complaining party. We will not be a party to any dispute concerning intellectual property and cannot assist in resolving such disputes; and

8.4.4 you are free to resubmit the User Content in question if the complaint is resolved and you have the permission of the complaining party to do so (where it is required). We can neither permit nor deny such resubmission as We will not be a party to the dispute.

9. Seller Rules and Acceptable Usage Policy

9.1 When using Our Marketplace, you must do so lawfully, fairly, and in a manner that complies with the provisions of this Clause 9. Specifically:

9.1.1 you must ensure that you comply fully with all local, national, or international laws, and/or regulations (including but not limited to those which may apply to the item(s) you wish to sell);

9.1.2 you must not use Our Marketplace in any way, or for any purpose, that is unlawful or fraudulent;

9.1.3 you must not use Our Marketplace to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

9.1.4 you must not use Our Marketplace in any way, or for any purpose, that is intended to harm any person or persons in any way;

9.1.5 you must always provide accurate, honest information about yourself and any and all items that you are selling on Our Marketplace;

9.1.6 you must not charge excessively for delivery to Buyers;

9.1.7 you must state the price of an item accurately and clearly, and must not change it in order to avoid paying the applicable Transaction Fee; and

9.1.8 you must not engage in any form of price fixing with other Users (including Sellers and Buyers).

9.2 When using Our Marketplace, you must not submit anything (including, but not limited to, material in a Listing) or otherwise do anything that:

9.2.1 is sexually explicit;

9.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;

9.2.3 promotes violence;

9.2.4 promotes or assists in any form of unlawful activity;

9.2.5 discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

9.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

9.2.7 is calculated or is otherwise likely to deceive;

9.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

9.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 9.2);

9.2.10 implies any form of affiliation with Us where none exists;

9.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or

9.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

9.3 We reserve the right to suspend or terminate your access to Our Marketplace if you materially breach the provisions of this Clause 9 or any of the other provisions of these Terms for Sellers. Further actions We may take include, but are not limited to:

9.3.1 removing your Listing(s) from Our Marketplace;

9.3.2 issuing you with a written warning;

9.3.3 legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;

9.3.4 further legal action against you as appropriate;

9.3.5 disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

9.3.6 any other actions which We deem reasonably necessary, appropriate, and lawful.

9.4 We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of these Terms for Sellers.

10. Listing Fees and Transaction Fees

10.1 Listing Fees may be charged as further agreed between the Parties when a Seller is submitting a new Listing and/or when a Seller is renewing an existing Listing on Our Marketplace.

10.2 Listing Fees are payable whether or not your Listing results in a sale and if your Listing is for the sale of multiples of the same item, after the submission of the Listing incurs the first Listing Fee payment, all sales after the first sale will each incur the Listing Fee.

10.3 A Transaction Fee calculated as a percentage of the price of each item sold may apply to each sale as further agreed between the Parties. Transaction Fees are calculated based only on the price of an item, not on additional sums such as delivery charges.

10.4 Any and all actions designed to avoid the payment of any fees described in these Terms for Sellers (including, but not limited to those described in sub-Clauses 7.12 and 9.1.7) are strictly prohibited.

11. Payment Service

11.1 All Payments on Our Marketplace are made through the Payment Service.

11.2 Your use of the Payment Service may require an account with Us and/or the Third Party Payment Service Provider and will be subject to its own terms and conditions and privacy policy. You will be required to read and accept those terms and conditions and privacy policy before making payments to Sellers on Our Marketplace.

11.3 By using the Payment Service, you acknowledge and agree to Us sharing your personal information and/or information about your transactions on Our Marketplace with the Third Party Payment Service Provider.

11.4 The Payment Service works with the following payment methods (please note that not all Sellers will accept all of the following):

11.4.1 Credit cards; debit cards.

11.5 If We receive notice from any of Our payment service providers including the Third Party Payment Service Provider that your use of Our Marketplace or the Payment Service is in breach of their terms or of any agreement between you and them, We may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the Payment Service to make or accept payments on Our Marketplace, and/or the suspension or termination of your Account on Our Site.

11.6 The Third Party Payment Service Provider reserves the right to refuse the use of the Payment Service to anyone, for any reason, and at any time.

12. Payments from Buyers

12.1 All payments are processed using the Payment Service described above in Clause 11.

12.2 You may choose to allow Buyers to pay you using some or all of the payment methods listed above in sub-Clause 11.4.

12.3 When a Buyer pays for an item, their payment will [be credited to your Payment Service Account] OR [be transferred directly into your designated bank account] within <>.

12.4 If a Buyer does not pay, you may cancel the transaction. Please refer to Clause 18 for more information on your cancellation rights.

12.5 We will not make any Buyers’ payment details (including, but not limited to, card numbers, bank account numbers, and sort codes) available to you at any time, or for any reason. All payment details are held securely and shared only with Our Third Party Payment Service Provider.

13. Payments to Us

13.1 We will send you a monthly statement and invoice by email <> showing all amounts due to Us in addition to any amounts already paid (such as Listing Fees) over the month since the previous statement. [Statements and invoices can also be viewed in your Account <>.]

13.2 All sums due must be paid in full within <> of the date of Our invoice.

13.3 All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

13.4 We accept the following payment methods:

13.4.1 a list of payment methods accepted.

13.5 If you do not make any payment due to Us on time, We will suspend any Listings you have on Our Marketplace and may, in addition, suspend or terminate your Account on Our Site. All sums due will remain due and payable notwithstanding any suspension or termination for any reason.

13.6 If you believe that We have charged you an incorrect amount, please contact Us at [email protected] as soon as reasonably possible to let Us know.

14. Taxes

14.1 It is your responsibility to collect and pay applicable taxes on any sales made through Our Marketplace.

14.2 Where any tax, for example VAT, forms a part of the price of any item on Our Marketplace, the tax must be included in the price of the item.

14.3 Value added tax (“VAT”) may be charged to Buyers on purchases and to Sellers on fees payable to Us.

14.4 If you are VAT registered, you may be required to charge VAT on the items that you sell on Our Marketplace.

14.5 For further information on VAT and other taxes in your location, please contact your local tax authority.

15. Delivery

15.1 You must dispatch items as soon as is reasonably possible upon receipt of payment from a Buyer under Clause 12, taking into account the nature of the item(s) in question, preparation time and, where relevant, manufacturing time (if items are made or customised to order). Unless your Listing has stated otherwise, or unless the Buyer has agreed otherwise, you must dispatch items no later than 30 calendar days after the date on which the sale takes place.

15.2 You must ensure that you dispatch items to the correct address provided by the Buyer. It is your responsibility to ensure that the address that you use exactly matches that provided by the Buyer. If items dispatched do not reach the Buyer due to an incorrect address provided by the Buyer, it is the Buyer’s responsibility and not yours.

15.3 You are free to determine the delivery charges for your items; however, delivery charges must be reasonable, not excessive, and must genuinely reflect the actual cost to you of delivering the item in question to the Buyer.

15.4 You must provide an accurate ships-from address on the order confirmation, delivery notice and the invoice.

15.5 You are responsible for delivering items to Buyers upon receipt of payment. You may deliver items personally, arrange with the Buyer for the Buyer to collect items, or use a postal or delivery service agreed between you and the Buyer.

15.6 It is strongly recommended that you obtain proof of postage or dispatch when dispatching items. Such proof will be important in the event that a Buyer does not receive the item(s) from you.

15.7 Once an item has been dispatched to a Buyer, you must inform the Buyer. You must not describe an item as dispatched until it actually has been.

15.8 Our Marketplace may allow you to share tracking information obtained from a postal or delivery service with Buyers. By sharing such information, you are giving Us your permission to collect and use it to provide Our service, and to share it with the Buyer.

15.9 You must comply with any and all applicable shipping and customs regulations when delivering items to Buyers. It is your responsibility to check, be aware of, understand, and comply with all such regulations.

16. Buyers’ Rights to Cancel and Return Items

16.1 Buyers who are consumers (that is, not businesses) based in the European Economic Area (including in the United Kingdom) may be entitled to a “cooling-off” period within which they may cancel their contract with you and return an item for any reason. If applicable, the cooling-off period ends 14 calendar days after the day on which the Buyer (or someone nominated by the Buyer) receives the item.

16.2 The cooling-off period does not apply in the following circumstances:

16.2.1 If the item is sealed for health or hygiene reasons, and the Buyer has unsealed the item after receiving it; or

16.2.2 If the item consists of sealed audio or video recordings (e.g. CD or DVD) or sealed computer software, and the Buyer has unsealed the item after receiving it; or

16.2.3 If the item is digital content and it has been downloaded or otherwise accessed by the Buyer; or

16.2.4 If the item is likely to deteriorate quickly, for example flowers or food; or

16.2.5 If the item has been personalised or made-to-order for the Buyer; or

16.2.6 If the item has been inseparably mixed with another item or other items (according to their nature) after the Buyer has received it.

16.3 If a Buyer exercises their right to cancel during the cooling-off period, they must inform you of that decision within the cooling-off period. The Buyer may do so in any way they wish. Cancellation by email or by post is effective from the date on which the Buyer sends you their message. Please note that the cooling-off period lasts for whole calendar days. If, for example, the Buyer sends you an email or letter by 23:59:59 on the final day of the cooling-off period, their cancellation will be valid and must be accepted.

16.4 Items must be returned to you by the Buyer no more than 14 calendar days after the day on which the Buyer informs you that they wish to cancel. The Buyer will be responsible for the costs of returning items to you if they cancel under the cooling-off period.

16.5 When a Buyer cancels under the cooling-off period, you must issue a refund within 14 calendar days of the following:

16.5.1 The day on which you receive the item(s) back; or

16.5.2 The day on which the Buyer informs you (supplying evidence) that they have sent the item(s) back (if this is earlier than the day under sub-Clause 16.5.1); or

16.5.3 If you have not yet dispatched the item(s), the day on which the Buyer informs you that they wish to cancel.

16.6 You may make certain limited deductions from refunds under this Clause 16 as follows:

16.6.1 You may reduce a refund for any diminished value in an item resulting from the Buyer’s excessive handling of it (e.g. handling going beyond that which would be permitted in a shop); and/or

16.6.2 You are only required by law to reimburse standard delivery charges. If a Buyer has chosen a premium delivery method, you are only required to reimburse them for the equivalent of standard delivery.

17. Problems with Transactions and Buyers’ Rights

17.1 By law, you must provide goods and/or digital content that are/is of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information that you provide to the Buyer, and that matches any samples or models that you have shown to the Buyer (unless you have made the Buyer aware of any differences).

17.2 If items do not conform with the requirements outlined in sub-Clause 17.1 and, for example, have faults or are damaged when the Buyer receives them, the Buyer must contact you as soon as reasonably possible to inform you of the problem. The following remedies will be available to the Buyer:

17.2.1 Beginning on the day that the Buyer receives the item(s), if the item(s) is/are goods, the Buyer has a 30 calendar day right to reject them and to receive a full refund if they do not conform.

17.2.2 If the Buyer does not wish to reject the item(s), if the 30 calendar day rejection period does not apply, or if it has expired, the Buyer may request a repair or replacement. You must bear the costs and must carry out the repair or replacement within a reasonable time and without significant inconvenience to the Buyer. If either a repair or a replacement is impossible or disproportionately difficult, you may offer the Buyer the alternative option (i.e. a replacement instead of a repair or vice versa) or a full refund. If the Buyer requests a repair or replacement during the 30 calendar day rejection period, that period will be suspended while you carry out the repair or replacement and will resume on the day that the Buyer receives the replacement or repaired item(s). If less than 7 calendar days remain out of the original period, it will be extended to 7 calendar days.

17.2.3 If, after a repair or replacement, the item(s) still do not conform (or if you cannot repair or replace it/them, as described above, or if you have failed to act within a reasonable time or without significant inconvenience to the Buyer), the Buyer may have the right to keep the item(s) at a reduced price, or to reject it/them in exchange for a refund.

17.3 If the Buyer exercises the final right to reject the item(s) more than six months after receiving it/them, you may reduce any refund to reflect the use that the Buyer has had out of it/them.

17.4 Please note that Buyers will not be eligible to claim under this Clause 17 in the following circumstances:

17.4.1 you inform the Buyer of any fault(s), damage, or other problems with the item(s) before the Buyer purchases them and it is because of that/those same issue(s) that the Buyer subsequently wishes to return them;

17.4.2 the Buyer has purchased the item(s) for an unsuitable purpose that is neither obvious nor made known to you and the problem has resulted from the Buyer’s use of the item(s) for that purpose; or

17.4.3 the problem is the result of normal wear and tear, misuse, or intentional or careless damage.

17.4.4 The costs of returning items to you should be covered by you, reimbursing the Buyer where necessary.

17.5 Refunds (whether full or partial, including reductions in price) under this Clause 17 must be issued within 14 calendar days of the day on which you agree that the Buyer is entitled to a refund.

17.6 Any and all refunds under this Clause 17 must include all delivery costs paid by the Buyer when the item(s) was/were originally purchased.

17.7 Further information on legal rights can be obtained from your local Citizens Advice Bureau or Trading Standards Office.

18. Further Transaction Cancellation Rights

18.1 You have the right to cancel a transaction and issue a full refund of any sums paid (including delivery charges) in the following circumstances:

18.1.1 You and the Buyer have mutually agreed to cancel the transaction before the item(s) is/are dispatched;

18.1.2 You and the Buyer have mutually agreed to cancel the transaction following receipt by the Buyer of the item(s) and the Buyer has returned the item(s) to you;

18.1.3 The Buyer has not paid; or

18.1.4 You have chosen to refuse service to the Buyer.

18.2 Refunds must be made within 14 calendar days of:

18.2.1 the date on which you and the Buyer agree the cancellation, under sub-Clauses 18.1.1 and 18.1.2; or

18.2.2 the date on which you inform the Buyer that you are cancelling the transaction, under sub-Clauses 18.1.3 and 18.1.4.

19. Your Account Cancellation Rights

19.1 You may close your Account and cancel your agreement with Us by <>.

19.2 Any outstanding sums due and payable to Us (including, but not limited to, Listing Fees and Transaction Fees) will remain payable by the original due date and your Account will not be fully closed until all sums due to Us have been paid.

19.3 If We have done something wrong, you may be entitled to cancel and receive a refund of certain sums paid for services that have not been provided to you. You may also be entitled to compensation. This may apply in the following circumstances:

19.3.1 We have breached these Terms for Sellers in a material way and fail to remedy the breach within 30 calendar days of you asking Us to do so in writing; or

19.3.2 We go into liquidation or have a receiver or administrator appointed over Our assets; or

19.3.3 We change our service or these Terms for Sellers to your material disadvantage; or

19.3.4 We are adversely affected by an event outside of Our control [that continues for more than 30 days (as under sub-Clause 21.2.5).

20. Our Liability to You

20.1 As stated in Clause 5, We are not a party to any transactions, other relationships, or disputes between Buyers and Sellers.

20.2 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms for Sellers or as a result of Our negligence.

20.3 Subject to sub-Clause 20.2, to the fullest extent permissible by law, We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

20.4 Nothing in these Terms for Sellers seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.

20.5 Nothing in these Terms for Sellers seeks to limit or exclude consumers’ legal rights. For more details of consumers’ legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

21. Events Outside of Our Control (Force Majeure)

21.1 We will not be liable for any failure or delay in performing Our obligations to you where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

21.2 If any event described under this Clause 21 occurs that is likely to adversely affect Our performance of any of Our obligations to you:

21.2.1 We will inform you as soon as is reasonably possible;

21.2.2 Our obligations under these Terms for Sellers will be suspended and any time limits that We may be bound by will be extended accordingly;

21.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times, or availability of services as necessary;

21.2.4 If the event outside of Our control continues for more than 14 calendar days We may cancel the service;

21.2.5 If the event outside of Our control occurs and continues for more than 30 calendar days and you wish to exercise your right to cancel under sub-Clause 19.3.4, you may do so by emailing Us to [email protected]

21.2.6 Any refunds due to you as a result of your cancellation under sub-Clause 21.2.5 will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after your Account is cancelled.

22. Communication and Contact Details

If If you wish to contact Us with general questions or complaints; for matters relating to Our Marketplace including, but not limited to these Terms for Sellers, to Swoopos & Swoope you may contact Us by telephone at 0121 270 7500, by email at [email protected], or by post at Mobile Pay Systems Ltd., 494 Midsummer Boulevard, Milton Keynes, MK9 2EA, United Kingdom.

23. Data Protection

23.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and any regulation substituting the GDPR in the United Kingdom and your rights hereunder.

23.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy and Cookie Policy.

23.3 As a Seller, you will also collect, hold, and process Buyers’ personal information in the course of transactions (for example, buyers’ names, email addresses, and postal addresses). You must have your own privacy policy in place to govern your collection, processing, and holding of Buyers’ personal data. Sellers are, therefore, also considered data controllers under the GDPR and you will be responsible for complying with your legal obligations and protecting Buyers’ rights under the GDPR. You must only use the personal data of other Users (whether they are Buyers or Sellers) to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via Our Marketplace, and/or to respond to messages from them. You may not add any User to a mailing list, use their data for marketing, or retain any payment details. You may only use another User’s personal data for additional purposes with their consent.

23.4 If you as a Seller and Us are found to be joint data controllers of any Buyers’ personal data and/or We are found to be data processor, and We are sued, fined, or otherwise incur any expense because of something you have done with a Buyer’s personal data, you agree to indemnify Us for any expenses incurred by Us in connection with your actions in respect of that personal data. Further details of the requirements of the GDPR can be obtained from the Information Commissioner’s Office.

24. Other Important Terms

24.1 We may transfer (assign) Our obligations and rights under these Terms for Sellers to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms for Sellers will not be affected and Our obligations under these Terms for Sellers will be transferred to the third party who will remain bound by them.

24.2 You may not transfer (assign) your obligations and rights under these Terms for Sellers without Our express written permission.

24.3 If any of the provisions of these Terms for Sellers are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms for Sellers. The remainder of these Terms for Sellers shall be valid and enforceable.

24.4 No failure or delay by Us in exercising any of Our rights under these Terms for Sellers means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms for Sellers means that We will waive any subsequent breach of the same or any other provision.

24.5 We may revise these Terms for Sellers from time to time in response to changes in relevant laws and other regulatory requirements. If any changes to these Terms for Sellers are to your material disadvantage, you may cancel as set out in sub-Clause 19.3.3.

25. Law and Jurisdiction

25.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

25.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 25.1 above takes away or reduces your rights as a consumer to rely on those provisions.

25.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

25.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.