PLEASE READ THESE PLATFORM TERMS CAREFULLY
[BY SIGNING UP FOR THE PLATFORM OR BY USING THE PLATFORM YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE PLATFORM.
WHO WE ARE AND WHAT THIS AGREEMENT DOES
We are Needi Ltd of Colony, 5 Piccadilly Place, Manchester, England, M1 3BR (referred to as “Needi”, “we”, “us” or “our” in these Terms).
Under Section 1 of these Terms, we license you to use the Needi platform, the content supplied with the software, (Platform) and any updates or supplements to it as permitted in these Terms.
The platform facilitates the advertising of goods and/or services (Products), as well as allowing communication between the parties. Unless indicated otherwise, Products available on the Platform are provided by external providers (Merchants), not by Needi, unless agreed otherwise, to consumers (Buyers).
Needi may provide services in connection with the Platform (Services). For example, we may provide Services in connection with gift-matching or customer support.
If and to the extent that we provide Services, we shall provide such Services with reasonable skill and care.
If in connection with the Services we require information from you:
- you must provide us with complete and accurate information;
- we are not liable to the extent you do not provide the required information or provide us with inaccurate or incomplete information.
Additional terms will apply to you if you use the Platform:-
- As a Buyer - Section 2 (plus any terms imposed by Merchants, as notified to you by the Merchant);
- As a Merchant - Section 3;
- Section 4 of these Terms applies in all cases.
Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Platform may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
SECTION 1 - USING THE PLATFORM
SUPPORT FOR THE PLATFORM AND HOW TO TELL US ABOUT PROBLEMS
Support. If you want to learn more about the Platform or have any problems using it please take a look at our support resources at www.needi.co.uk.
Contacting us (including with complaints). If you think the Platform is faulty or mis-described or wish to contact us for any other reason please email our customer service team firstname.lastname@example.org or call them on 0161 521 0888
How we will communicate with you. If we have to contact you, we will do so by [email, by SMS or by pre-paid post], using the contact details you have provided to us.
HOW YOU MAY USE THE PLATFORM
You may only use the Platform for your own internal business or personal use.
YOU MUST BE 18 TO ACCEPT THESE TERMS AND USE THE PLATFORM
You must be 18 or over to accept these terms and use the Platform.
UPDATES TO THE PLATFORM
From time to time we may automatically update the Platform to improve performance, enhance functionality, reflect changes to the operating system or address security issues.
The Platform is provided via the internet. We do not guarantee that your use of the Platform will be uninterrupted or error-free or that the Platform will always be available. We are not responsible for any failure of the Platform due to failures or downtime of the internet or any of your IT systems.
If you set up a user account within the Platform, you agree that you shall take all steps necessary to protect your log in details and keep them secret. You agree that you shall not give your log in details to anyone else.
If you fail to keep your log in details confidential, whether deliberately or unintentionally:
- You accept full responsibility for the consequences of this and agree to fully compensate us for any losses or harm that may result; and
- We will not be responsible to you for any loss that you suffer as a result of unauthorised access to your account.
If you notice any unauthorised use or breach of your user account, you must immediately notify us.
WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO
The Platform may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
You agree that you will:
- not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without our prior written consent;
- not copy the Platform, except as part of the normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
- not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform nor permit the Platform any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform on devices as permitted in these terms;
- not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Platform to obtain the information necessary to create an independent program that can be operated with the Platform or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
- is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
- is not used to create any software that is substantially similar in its expression to the Platform;
- is kept secure; and
- is used only for the Permitted Objective;
- comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.
ACCEPTABLE USE RESTRICTIONS
- not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system;
- not infringe our intellectual property rights or those of any third party in relation to your use of the Platform, including by the submission of any material (to the extent that such use is not licensed by these terms);
- not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform;
- not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the Platform throughout the world belong to us (or our licensors) and the rights in the Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, the Platform other than the right to use them in accordance with these terms.
SECTION 2 – USING THE PLATFORM AS BUYER - ADDITIONAL TERMS
WHAT THIS SECTION COVERS
This section applies whenever you use the Platform or purchase Products from a Merchant via the Platform.
Please read these terms carefully before you register with the Platform, view the Platform or purchase Products from a Merchant.
REGISTERING ON THE PLATFORM
You can register on the Platform as a Buyer to allow you to purchase Products via the Platform. During this process you will be required to create a user account.
Merchants are independent providers, not our employees or workers. We have no involvement in the provision of the Products, unless agreed otherwise.
We cannot guarantee that the Platform will contain details of any relevant Products or that you will reach agreement with any Merchant in respect of the Products.
Merchants are responsible for all elements relating to the Products, including:
- listing details of Products on the Platform;
- providing the Products to you as indicated on the Platform or as otherwise agreed with the Merchant.
If you purchase a Product at this point a contract will come into existence between you and the Merchant and you will be responsible for paying for the Product via the Platform. Any terms imposed by the Merchant will apply in addition to these Terms.
As a consumer, you will have legal rights against the Merchant in relation to any Product that is not provided in accordance with applicable laws. If you are in the UK, advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards Office.
Nothing in these Terms will affect your statutory rights.
We act as the Merchant’s payment agent, so if you purchase a Product through the Platform, you are responsible for paying for the Products via the Platform. We will pass any amounts due to the Merchant after deducting any fees owed to us by the Merchant.
Once an agreement has been reached for the Products between you and a Merchant, if you wish to make any changes to the Products, such as delivery information, please contact the Merchant. Alternatively you can contact Needi who may be able to provide customer support.
COMMUNICATING WITH MERCHANTS
You must communicate with the Merchant via the Platform. Should you choose to provide your contact details to the Merchant, you do so at your own risk.
If you have a complaint regarding the Product or wish to request a refund you can raise the issue via the Platform. In such instances, we will act as a conduit between you and the Merchant.
If you reach agreement with the Merchant to receive a refund, we will issue the refund once the Merchant has paid us the amount due to you. We are not responsible for issuing refunds unless and until we receive the funds from the Merchant.
You are responsible for returning Products to the Merchant (if applicable).
You will be asked to rate and leave a review of the Merchant and/or the Products which will be visible to future prospective buyers and the Merchant. You must provide honest and accurate feedback.
REMOVAL FROM THE PLATFORM
We reserve the right at our complete discretion to remove you from the Platform and you shall not be permitted to view the Platform. This may be, for example, if you do not pay for Products.
SECTION 3 - USING THE PLATFORM AS MERCHANT - ADDITIONAL TERMS
WHAT THIS SECTION COVERS
This section applies whenever you register with or use the Platform and provide Products to Buyers.
Please read these terms and the Merchant Code of Conduct carefully before you register with the Platform. You must comply with these Terms and the Merchant Code of Conduct.
REGISTERING ON THE PLATFORM
You can register as a merchant to list products on the Platform and allow you to communicate with Buyers.
[During this process you will be required to provide your critical contact information.] We may also require you to provide evidence to confirm your identity.
SUBSCRIPTION AND FEES
In order to have access to the Platform as a Merchant you must pay a charge to Needi (Subscription Fee) which shall be notified to you.
The Subscription Fee covers a period of 12 months (Subscription Period) and is payable in advance and is non-refundable in all circumstances.
The Subscription Period will automatically renew at the end of the Subscription Period for the same duration and the Subscription Fee will be payable, unless you have terminated your account.
You can terminate your account at any time with such notice becoming effective at the end of the current Subscription Period.
The Subscription Fee includes a number of listings as notified to you. Any listings above the included amount will be chargeable at the amount as notified to you at the time of listing the Product (Listing Fee). The Listing Fee is payable prior to the listing for the Product becoming active.
A commission becomes payable to us when a Product is sold via the Platform (Commission). The Commission is a percentage of the price the Product plus any additional costs (such as gift wrapping) but excluding the price of postage. The Commission will be automatically deducted from the amounts paid by the Buyer. The Commission is payable in all instances, including if the Buyer returns the Product.
If you fail to pay any amounts owed to us, we may suspend your access to the Platform, delete your details from the Platform, including any Products listed on the Platform and/or terminate the contract.
When you list a Product on the Platform you are responsible for:
- ensuring that any Product which is goods is in-stock (unless it is made to order) or if the Product is a service that you are able to provide the services as agreed;
- providing appropriate pictures and those pictures must be your own;
- providing an accurate and up-to-date description of the Product;
- complying with any legal and regulatory requirements which apply to that type of Product, including any product labelling requirements.
You warrant that you will comply with all applicable laws in providing the Products.
You must not list any Product on the Platform which is illegal, counterfeit or for which a licence is required. You must also not list for sale any firearms, ammunition, knifes or other weapons.
We will notify you via email if a Product is sold via the Platform. If you reach agreement for Products with the Buyer, at this point a contract will come into existence between you and the Buyer.
The price for the Products is to be agreed with the Buyer via the Platform. The Buyer is responsible for paying for the Product (and any associated costs such as postage) to us via the Platform. We will then pass any balance due to you (after deducting any amounts owed to us by you) within 14 days of receipt.
PROVISION OF PRODUCTS
You are responsible for providing the Products in accordance with any timescales and/or delivery methods agreed with the Buyer. In any event, you agree to deliver the Products within a reasonable timescale of purchase by the Buyer.
Once an agreement has been reached for the Product between you and a Buyer, if you wish to make any changes to the Products please contact the Buyer. Alternatively you can contact Needi who may be able to assist.
COMMUNICATING WITH BUYERS
If you receive any questions or communications from the Buyer, you must respond to the Buyer within a reasonable timeframe and in a professional manner.
You must communicate with the Buyer via the Platform. Should you choose to provide your contact details to the Buyer, you do so at your own risk.
If you are introduced to a Buyer via the Platform, the transaction for the Products must be completed via the Platform.
If the Buyer has a complaint or wishes to request a refund they can raise their issue via the Platform. In such instances, we will act as a conduit and provide support between you and the Buyer.
If you reach agreement with the Buyer to issue a refund, you must pay is any amounts due to the Buyer which exceed the amount held by us which are due to you. At this point we will refund any amounts due to the Buyer.
We request Buyers leave feedback following receipt of the Products which will be visible to future prospective buyers. We are not liable for any feedback left via the Platform.
REMOVAL FROM THE PLATFORM
If you wish to remove a Product or your profile from the Platform, you can do so at any time via the Platform. No refunds will be due to you if you delete any Product or your profile from the Platform.
We reserve the right at our complete discretion to remove you or any Product from the Platform. This may be, for example, if you receive negative feedback from Buyers in relation to the Products, fail to provide Products, or list Products for sale which breach these Terms. Prior to removing you and/or any Product from the Platform, we may discuss the issue with you.
IF WE SUFFER ANY LOSSES AS A RESULT OF YOUR ACTS OR OMISSIONS, YOU SHALL INDEMNITY US IN RESPECT OF ALL LOSSES SUFFERED BY US.
SECTION 4 - GENERAL TERMS - APPLY IN ALL CASES
CHANGES TO THESE TERMS
We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will notify you of a change when you next start the Platform.
If you do not accept the notified changes you will not be permitted to continue to use the Platform.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
Our responsibility for loss or damage suffered by you if you are a business. Subject to the paragraph above:
- we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of anticipated savings, loss of revenue, or any indirect or consequential loss arising under or in connection with any contract between us; and
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total fees paid to you by us in the 12 months preceding the event giving rise to liability.
Limitations to the Platform. The Platform are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Platform. Although we make reasonable efforts to update the information provided by the Platform, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
Please back-up content and data used with the Platform. We recommend that you back up any content and data used in connection with the Platform, to protect yourself in case of problems with the Platform.
Check that the Platform is suitable for you. The Platform has not been developed to meet your individual requirements. Please check that the facilities and functions of the Platform meet your requirements.
We are not responsible for events outside our control. If our support for the Platform is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us.
WE MAY END YOUR RIGHTS TO USE THE PLATFORM IF YOU BREAK THESE TERMS
We may end your rights to use the Platform at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.
If we end your rights to use the Platform:
- You must stop all activities authorised by these terms, including your use of the Platform.
- You must delete or remove the Platform from all devices in your possession and immediately destroy all copies of the Platform which you have and confirm to us that you have done this.
WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE
You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
NO RIGHTS FOR THIRD PARTIES
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS
These terms are governed by English law and you can bring legal proceedings in respect of the Platform in the English courts.