Needi Seller Code Of Conduct

NEEDI SELLER CODE OF CONDUCT & TERMS AND CONDITIONS 

 

1. WELCOME TO TEAM NEEDI 

Our mission at needi is to create a truly feel-good gifting experience that connects amazing people, spreads smiles and reduced the amount of gifts going to landfill. We exist to multiply happiness globally through meaningful and responsible giving and our mission is to connect our brilliant independent merchants to 1million meaningful gifting experiences by 2030. needi is about letting businesses like yours thrive, instead of hiding in a jungle of products on other marketplaces we see today. 

2.  SELLER CODE OF CONDUCT, OBLIGATIONS AND PROMISE  

 

This document and any document referred to sets out the terms of your relationship with us. Please make sure that you read and understand all points prior to accepting the terms. If you do have any questions, please do get in touch.  

 a) BEHAVIOUR AND CONDUCT 

It’s important to us that all of our merchants share similar values to our own as we work together to show the world, you can be successful and still be kind.  We want to change the way people shop for good and make an impact on the planet too (we have big plans)!  We look forward to our successful partnership ahead and welcoming you on board Team needi. Outlined below is the seller code of conduct including the obligations and promise we expect from you. 

 

 

ALL NEEDI MERCHANTS MUST	CHECKLIST
Empower their teams to be kind and make an impact
Promote diversity in the workplace
Be ambitious
Be confident all their gifts are made with love   (good quality, no sweatshops)
Be ECO conscious and support this through recyclable packaging and gift wrap
Send Needi gift tags with handwritten messages to all customers
Provide exceptional customer service to all
Show video 360 view on your top products
Donate 1 x gift per year to one of Needi's UK partner charities
Sign and support Needi T&Cs
Create own customer profile
Nice to haves (must tick a minimum of 2)
Make a conscious effort to be a sustainable business
Support ECO delivery options
Recycled products
100% gifts made in the UK
Fairtrade labelled
Certified cruelty free/support animal welfare
Organic products
Palm Oil free
Vegan
Gluten free
FSC Certified
Gifts made from 100% cotton

 

b) YOUR ACCOUNT WITH NEEDI LTD

 

1. You promise that:  

 i) Your company is registered in the United Kingdom or Republic of Ireland as a company, partnership, unincorporated association or sole trader.

ii) If your company is registered as a limited or public limited company, all the information provided matches what is held on Companies House.

iii) At least 18 years old

iv) Trading or holding address in the United Kingdom or Republic of Ireland

 

You will provide us the below identification details and you promise they are accurate:

1. Driving License or Passport;
2. Recent utility bill (within last 3 months at the point of joining needi)
3. Bank Statement in your business name that corresponds to the details you have provided to us
4. All contact information including full names, telephone number and email address of all key business contacts associated to your business

v) Hold suitable and relevant insurance for your business prior to accepting these terms and conditions, and provide copies of your policy schedule on request by needi.

 

c) TECHNICAL AND SECURITY

You agree to:

1. Establish and maintain access to the internet at your own cost, through the use of a computer or other access device
2. Ensure all information supplied to us electronically is free from viruses
3. Needi Ltd will not take any responsibility for the provision, support and maintenance of any of your hardware, software or computers. This remains exclusively with you.
4. You are responsible for the security and proper use of all log in details included passwords in connection with the storefront and they are kept with the strictest confidentiality.
5. You will inform us immediately if you are subject to a data breach including if you do not believe your passwords are secure.

 

We reserve the right:

1. To suspend access to the service if we suspect a breach of security and at this point we will notify you of the correct steps to take which will include changing all passwords associated to the storefront.

 

d) SHOP FRONT

Each seller is entitled to up to 50 (fifty) listings as standard but that number can be extended at our sales discretion. If you wish to increase this above 50, you will need to obtain written consent from us in order to do so.

 

You agree to:

1. Upload all images, product or service detail and geotags on to the seller landing page
2. Keep presentation in line with needi guidelines including picture quality and clarity
3. Accurately display stock information, highlighting if out of stock and state what date you expect it to become available.
4. If a product is no longer sold, ensure it is marked as discontinued
5. If you are on holiday meaning you will be unable to process orders, you must set all products to out of stock so no orders will come through during this time
6. Adhere to the statements above and understand that if you fail to update stock information correctly over three times you may be charged the single commission fee on that order.
7. All pricing includes all taxes and any additional charges i.e. VAT
8. Provide clear delivery timescales as explain in section F. If you product is personalised and requires extended delivery timescales this must be specified in the description and delivery information.

 

We will:

1. Have full control over the look, feel and content of the seller landing page including positioning of information, photo quality and presentation
2. Have the right to suspend your storefront at any time if you are found to be acting against any of our terms and conditions or if money is owed.

 

e) ORDER FULFILMENT & RELATIONSHIP WITH THE CUSTOMER

The Contract of sale

1. You acknowledge that once you have accepted an order through the CMS, this is deemed to be an irreversible instruction to us to conclude a contract of sale between the Seller and Customer which you cannot go back on. The contract of sale is between you and the customer and we acting as your agent will send all relevant confirmation but have no responsibility for the performance of any such contract.

 

You agree to:

1. Check the CMS daily for any orders that have come through. We will also notify you by email of any order awaiting acceptance.
2. Accept or reject the order within a maximum of (2) working day  but aiming for twenty four (24) hours as a matter of best practice. best practice using the CMS and also provide estimated dispatch date.
3. Fulfil the order as soon as reasonably possible and notify the customer promptly at each of the following stages:
4. In line with our shipping requirements as outlined in Section F which in principal is standard (3-5 working days UK) or next day delivery.
5. Include a needi tag and information provided by us with every order

 

Communication With The Customer

You agree that any and all correspondence with any Customer will:

1. Be only for the purpose of managing a customer order
2. Be only via the CMS or if not possible include reference to needi
3. Not include any reference to your own website, email address or any promotion of services outside of those offered by or through us

 

f) SHIPPING 

Decide whether we want to do a fully shipping policy or happy for now with a more simplistic version i.e.

 

Standard Delivery 3-5 working days

Next Day Delivery

Guidelines for bespoke gifts that have long lead times, an accurate delivery date should be determined at point of order.

 

g) RETURNS, EXCHANGES AND REFUNDS

Following receipt of a request for a refund or a return by a Customer (directly or through a Cancellation form),  you agree to initiate the refund directly in accordance with the Return and Refund procedure.

 

CHARGES

You will pay any and all Charges in accordance with the Agreement. Once you have signed the terms and conditions your contract starts with needi which includes the below applicable charges.

 

Breakdown of the Seller Charges

The Charges comprise, as relevant and applicable:

1. Joining Fee
2. Single Commission Fee
3. Subscription Fee
4. Refund Fee
5. Transaction Fee
6. Reactivation Fee
7. Currency Conversion Fee

 

1. JOINING FEE

1. The Joining Fee is non-refundable
2. The amount of the Joining Fee will be agreed between you and us in writing at the time of inviting you to participate in the Site

1. SINGLE COMMISSION FEE

1. The Single Commission Fee payable by you will be notified to you in writing at the time of inviting you to participate in the Site.
2. A Single Commission Fee is payable by you on the value of the total payable by a Customer in relation to a Product sold through the Site by you. It is calculated as a percentage of the value of a Product, including the delivery charges applying to that Product.
3. We will refund monies paid and received by us in respect of Sold Products that are subsequently returned by the Customer and authorised for refund by you using the designated CMS, subject to your payment of the Refund Fee, set out below.

 

 

1. SUBSCRIPTION FEE
2. We reserve the right to charge you a monthly or annual Subscription Fee upon providing you with 30 days’ written notice.

 

1. REFUND FEE

 

1. The Refund Fee will be paid to us where the price paid for a Product sold through our Website is refunded to the Customer. This fee is non-refundable under any circumstances.
2. The Refund Fee is 2.5% of the total amount refunded, or such other amount as we may notify you from time to time.

    

1. REACTIVATION FEE

 

1. CURRENCY CONVERSION FEE

 

1. HOW PAYMENT IS MADE TO YOU?

 

1. As part of your appointing us as your commercial agent you agree that we also act as your exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by you via the Site (or any other sales channel which we may offer to you from time to time). In respect of needi gift vouchers, this paragraph is modified by Clause 3.H.v

 

1. Both you and we acknowledge and agree that except as otherwise provided in these Conditions (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, we, acting as your commercial agent, are neither the buyer nor the seller of the Product(s) and are not a party to the contract of sale of Product(s) between you and the Customer.

 

1. Payments for Product(s) will be made directly by a Customer to us (acting as your commercial agent), following you confirming your acceptance of the order to us using your CMS and the relevant transaction being recorded on your designated CMS. You must check the CMS daily for alert of new orders. You agree that the Customer’s obligation to pay you for Product(s) is satisfied when the Customer validly pays us for the applicable Product(s), or where pursuant to paragraph v , following a request by a Customer to redeem a gift voucher, we apply the Gift Voucher Funds against the purchase price. You further agree that you will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any payment service provider or gateway) for payment of a Product if the Customer has validly paid us in the manner referred to in this clause or we have credited funds to you in recognition of a voucher pursuant to Clause 3.H.v

 

1. Payment for Product(s) by Customers through the Site will be through payment methods made available from time to time, using our current online payment processing system.

 

1. We may offer gift vouchers to Customers that are available for redemption against needi (whether by the original Customer purchaser or their nominated Customer beneficiary). You acknowledge and agree that: (i) any purchase and redemption of a needi gift voucher is as between the Customer and us; (ii) you will not accept any gift vouchers as a means of payment or value; and (iii) where we accept redemption of a gift voucher we do so as principal and not as your agent. If a Customer redeems a gift voucher, we will then apply an equivalent sum to the relevant purchase from our Gift Voucher Funds in settlement of the amount due to you. Any shortfall will be paid for by the Customer using our current online payment processing system.

 

1. We agree to pay you for the relevant transaction less the Single Commission Fee weekly, 15-21 days in arrears following acceptance of an order by you through the CMS. Unless we otherwise agree with you, any payments we make to you will be in the domestic currency of the region where your bank account nominated to receive such payments is held and which may also be subject to the Currency Conversion Fee.
2. From time to time we may retain a portion of the payment due to you in order to provide for refunds due or expected to be due to a Customer in the ensuing period. If refunds exceed your sales in a particular period, any future payments will be used to clear your negative balance and the difference leftover will be paid when the next payment is due. We have the right to retain a payment for up to 8 weeks, for any refunds expected to be due.

 

1. You agree to provide such of your banking details as are required or requested by us, in order that payment may be processed to you in respect of any Products sold

 

1. You agree to ensure the banking details referred to in Clause 3.H.viii are kept up-to-date, and you agree to notify us of any changes on the next Working Day. You agree to be responsible for paying any banking charges or other administrative expenses incurred by us as a result of any inaccuracies in any such information.

 

1. Where we are deemed for VAT purposes to be the supplier of Products to a Customer, and believe that we are responsible for accounting for that VAT to the relevant tax authority, you agree that we will be entitled to deduct from the sums due to you an amount equal to the VAT that we reasonably believe is due in respect of the sale (based upon the information provided to us detailed in Clause 4.I), and will account for such VAT to the relevant tax authority.  If such amount is found to be insufficient, you agree to pay to us an amount equal to any shortfall.

 

 

4. COMPLAINT HANDLING

 

It is important to us that we provide an excellent service at every touchpoint with the customer, we understand some things will be our of both our and your control however needi feel good team will aim to rectify the complaint with no expense to the merchant. In the event the problem re-occurs this will be re-reviewed on a case by case basis.

 

Please refer to needi customer service proposition document which entails our full complaints handling process.

 

5. TERM AND TERMINATION OF OUR RELATIONSHIP

 

1. The Agreement applies throughout the period of our provision of the Service to you (we refer to this period as the "Term"). The Term will start after:

 

1. we have received from you an Application Form completed to our satisfaction, and the documents outlined in Clause 1 and

 

1. we have notified you in writing of our acceptance of your Application Form and the documents outlined in 1. It will be entirely at our discretion whether we accept your Application Form; and

 

1. you have paid the Joining Fee.

 

1. Closing down of your storefront:

 

1. If for any reason you wish to terminate your agreement and no longer trade through needi Ltd we require 28 days’ notice to close down your storefront
2. Any money outstanding charges due to us at this time must be settled in full prior to your shopfront closing

 

1. We both have the right to terminate the Agreement by simply giving the other part 30 (thirty) days’ notice.

 

1. We also can exercise our right to suspend, restrict or terminate our Agreement if:

 

1. you significantly breach the agreement or any of our additional policies
2. we have the right as explicitly outlined in the agreement to do so
3. failure to pay any charges or money owed to us within 7 days of payment date
4. you have outstanding debts and you have insufficient funds to make the payment
5. in our sole discretion if we no longer feel you support the needi ethos that we would like each of our needi merchants to embody

 

1. What happens when the Service or Agreement is suspended, restricted or terminated:

 

1. you must pay us all Charges due up to and including the date of suspension or termination

 

1. you will remain liable to pay any outstanding refunds to Customers and associated Refund Fees following suspension or termination

 

1. we will keep hold of all information provided or generated by you following termination for ‘x’ days

 

1. you will continue to have access to the CMS for 30 days in order to pay any outstanding charges

 

1. termination of this Agreement doesn't affect any of our or your rights or liabilities, and doesn't affect any provision set out in the Agreement which is expressly or by implication intended to come into force or continue in force after termination.

 

 

6. DATA PROTECTION, LEGAL COMPLIANCE & ACCESS- TBC need to look at regulations etc.

 

Compliance with our instructions and laws. UK and EU Competition Laws, all applicable bribery legislation, make us aware of any claims, compensate us in full for alll liabilities, costs, expenses, fines and damages and losses in connection to any claim 

 

Suitable insurance in place at all times at your own expense- include reference to product recall  

 

 

7. CONFIDENTIALITY

 

 A. The parties agree that they will keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, you authorise us (including our employees, agents and contractors) to hold and process Seller Information. 

 

8. EXCLUSION AND LIMITATION OF LIABILITY 

 

1. Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law. 

 

1. Subject to Clause 8.A, our total liability to you if we fail to comply with the Agreement will be limited in aggregate to a maximum of £10,000. 

 

1. Subject to Clause 8.A, we will not be liable to you for any loss of profit or other economic loss, foreseeable losses (as explained at Clause 4.J.vi above), costs, expenses or other claims for foreseeable compensation or loss or damage that arise in connection with the Conditions, or for any liability incurred by you to a Customer, or to any other person, whether arising from the provision of the Service or otherwise. 

 

9. ACCEPTING THE TERMS

 

 

 

10. CHANGES TO THE TERMS OF SERVICE 

 

How much notice would we like to give 30 day’s notice of any changes for them to review and accept?

 

 

DOCUMENTS THAT APPLY TO OUR RELATIONSHIP WITH YOU 

• Restriction, Suspension and Termination policy  
• Complaints Handling Process 
• Seller Privacy Policy 
• Customer Privacy Policy  
• Data Sharing Policy 
• Product Submission Process 
• Delivery and Fulfilment Policy 
• Restricted Products Policy 
• Returns and Refund Policy 
• Intellectual Property Policy 
• Product Listing Ranking Overview 

 

11. DEFINITIONS AND INTERPRETATIONS 

In these Conditions, the following words will have the following meanings only and will not affect the interpretation or construction of the Conditions:

 

"Agreement" means these Conditions and the other needi documents that we refer to within them.

 

"Application Form" means the form accessible on the Site to you, which must be completed and agreed by you as a part of the application process;

 

"Cancellable Product" means any Product other than a Non-Cancellable Product;

 

"Charges" means the charges detailed in Clause 3 of these Conditions and notified to you by us in writing;

 

"CMS" means the back end content management system we provide to you for management of your Storefront and associated transactions;

 

"Conditions" means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions;

 

"Confidential Information" means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party;

 

"Currency Conversion Fee" means the currency conversion fee referred to in Clause 3(charges);

 

"Customer" means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from you through the Site;

 

"Customer Feedback" means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by you in respect of a particular transaction with that Customer (including in respect of any communications with you), which may include any opinions about you;

 

"Customer Terms" means the terms and conditions relating to a Customer set out here ;

 

"Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) EU Regulation 2016/679 ("GDPR"); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 ("DPA") and the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 ("UK GDPR")); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and (iv) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with all of the legislation outlined above; in each case, as updated, amended or replaced from time to time.

 

"Documentation" means any user guide, information or other material we provide to you, in hard copy or electronic form, relating to the Service;

 

"Exclusive" means the sale of a Product on the Site and your own website (if applicable), and not through any other online or offline channel.

 

"Gift Voucher Funds" means an amount paid by the Customer to us as principal as payment for a gift voucher we make available through the Site;

 

"Joining Fee" has the meaning ascribed to it in Clause 3 (Charges);

 

"Non-Cancellable Product" has the meaning ascribed to it in the Delivery and Fulfilment Policy;

 

"needi", "our", "us", "we" means Needi Ltd (a company incorporated and registered in England and Wales with company number 12839668 ) whose registered office is at: Colony, 5 Piccadilly Place, Manchester, England, M1 3BR

 

"Personal Data" has the meaning given to it in the Data Protection Laws;

 

"Personal Data Breach" means a breach of security (caused or contributed to by internal and/or external factors) leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data;

 

"Policies" means any policy (including any guides relating to content and style) which we may notify and make available to you through The Hub from time to time;

 

"Products" means the goods, services, digital content or information that you wish to promote and sell through the Site;

 

"Product Page" means the particular web page on your Storefront on which an individual Product is displayed and the relevant information relating to that Product is provided;

 

"Product Submission Process" means the process for bringing and maintaining any Product on Site, as updated from time to time;

 

"Re-activation Fee" has the meaning ascribed to it in Clause 3 of these Conditions;

 

"Refund Fee" has the meaning ascribed to it in Clause 3 of these Conditions;

 

"Renewal Date" means twelve months from the commencement of these Conditions in accordance with Clause 5, or such other period as may be advised by us in writing, and each anniversary following that;

 

"Response" means a response by you to any Customer Feedback;

 

"Returns & Refunds Procedures" means the procedures set out in Clause 1.E (Returns and Refunds) of these Conditions or as we may update from time to time

 

"Seller" means a person whose application to the Site has been accepted by us, and who sells its Products through the Site, including you;

 

"Seller Information" means information, data or content provided by you in any form or medium, whether or not such information is owned by you, contained in the Application Form, uploaded to your Storefront or given by you to us for whatever purpose, whether directly or on the your behalf;

 

"Service" means the Site and other services we provide, as further described in these Conditions;

 

"Single Commission Fee" has the meaning ascribed to it in Clause 3 of these Conditions;

 

"Site" means the online marketplace we provide on our mobile application service and/or at https://www.notonthehighstreet.com or such other worldwide web address that we in our sole discretion select as a replacement to facilitate the promotion and sale of your Products;

 

"Software" means any software installed by or on our behalf that permits you to access and trade through the Site;

 

"Storefront" means an area of the Site dedicated for use by you to promote yourself and your Products;

 

"Subscription Fee" has the meaning ascribed to it in Clause 3 (Charges) ;

 

"Term" means a period of twelve months, unless another period is agreed in writing by us, from either (a) the date when the contract is concluded between you and us in accordance with Clause 5 or a subsequent Renewal Date;

 

"Value Added Tax" or "VAT" means value added, sales or services tax, or any similar tax imposed in any jurisdiction;

 

"Virus" means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;

 

"Working Day" means any day other than a Saturday or Sunday on which banks are open for business in London.