Producer General Terms & Conditions
Section 1. Definitions
In these Conditions, the following words will have the following meanings only and will not affect the interpretation or construction of the Conditions:
Agreement refers to these Conditions and the other WeFarmShop documents referenced within.
Application Form is the form made available to you, which must be completed and signed by you as part of the application process.
Charges denote the charges detailed in Clause 9 of these Conditions and communicated to you in writing by us.
CMS signifies the back-end content management system provided by us for you to manage your WFS Shopfront, and orders you receive.
Conditions encompass these terms and conditions and any document referred to in them, or any amended version thereof implemented from time to time in accordance with these Conditions.
Commission Fee has the meaning ascribed to it in Clause 9.3 of these Conditions.
Customer denotes a person entering into or invited to enter into any transaction to purchase Product(s) from you through the Site.
Customer Terms refers to the terms and conditions relating to a Customer, which can be found here.
Documentation includes any user guide, information, or other material provided by us to you, in hard copy or electronic form, relating to the Service.
Group Order means an order made by 2 or more Customers acting as a group to make one order to you with only one delivery address or pick up.
Payment Services entail the processing of payments between the Customer and you.
Payment Services Provider refers to our provider of Payment Services, currently Stripe Payments Europe Ltd..
Policies refers to any policy, including any guides relating to content and style, which we may make available to you from time to time.
Private Order means an order placed by no more than one customer.
Products are the goods and accompanying services and information you wish to promote and sell through the Site.
Product Page means the page on your WFS Shopfront where an individual Product is displayed, along with information relating to that Product.
Renewal Date refers to twelve months from the commencement of these Conditions in accordance with Clause 2, or such other period as may be advised by us in writing, and each anniversary following that.
Seller refers to a business whose Application to the Site has been accepted by us and that sells its Products through the Site.
Seller Information is the information, data, photos, videos or other content provided by you, uploaded to your WFS Shopfront, or given by you to us for any purpose, whether directly or on your behalf.
Service refers to the Site and other services we provide, as further described in these Conditions.
Site denotes the online marketplace we provide on our mobile application service and/or at https://www.WeFarmShop.com
Software includes any software installed by or on our behalf that permits you to access and trade through the Site.
Term refers to 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 2 or (b) a subsequent Renewal Date.
WeFarmShop, WFS, our, us, we refers to Collabrador Ltd (a company incorporated and registered in England with company number 14721203) with its registered office at Weir Farmhouse, The Weir, Uffcott, SN4 9NE.
WFS Shopfront signifies an area of the Site dedicated for use by you to promote yourself and your Products.
These Conditions, along with any other documents refer to below, create the legally binding agreement ("Agreement") between you, the seller of goods on the Site, and Collabrador Limited.
Please take some time to go through these Conditions carefully before agreeing to them.
We reserve the right to make occasional updates to the Agreement, including the Charges, and we'll be sure to give you reasonable notice.
3. Term and Termination
The Agreement remains in effect throughout the period of our provision of the Service to you, referred to as the "Term."
The Term initiates upon our receipt of a satisfactory Application Form from you, including the completed and signed application form of our Payment Services Provider. We will notify you in writing of our acceptance of your Application Form, and acceptance is entirely at our discretion.
The Term will persist until terminated as outlined below:
3.1 Both parties have the right to terminate the Agreement by providing the other party with at least 30 days' written notice.
3.2 Restriction, suspension, or termination by us. We hold the right to restrict, suspend, or terminate our provision of the Service (or any part of it), or terminate the Agreement if:
i. You significantly breach the Agreement, including a substantial violation of any of the Policies;
ii. We have the right to, as outlined in the rest of the Agreement;
iii. In our sole discretion, we determine that your eligibility or suitability to be listed on the Site or to receive the Service has changed.
4. The Service Provided by Us
4.1. Following the commencement of the Term, we commit to providing the Service with reasonable skill and care.
4.2. The Site serves as a platform for you to offer and sell your Products directly to Customers. In this capacity, you grant us the authorization and appointment as your commercial agent to conclude the sale of Products between you and Customers via our Service, and we accept this appointment in accordance with these Conditions. In the course of this process:
i. Any contract to sell and buy Products is exclusively between you and the respective Customer, and we are not a party to any such contract;
ii. Products offered for sale through the Site are neither owned by us nor come into our possession at any time, and
iii. You are solely responsible for the fulfilment of the order.
5. Your obligations - what you are agreeing to
5.1. Your account
i. You confirm that your business is based in the United Kingdom and that you are at least 18 years old.
ii. You will complete the application form of our Payment Services Provider and provide any necessary documents.
i. You agree to maintain internet access at your own cost, using a computer or other access device.
ii. We are not responsible for providing, supporting, or maintaining your hardware or software used for internet or Site access. This responsibility rests entirely with you.
i. You are responsible for the security and proper use of all passwords or security devices related to the Service and WFS Shopfront.
ii. We reserve the right to suspend access if a security breach is suspected and will notify you promptly if this is the case. We may require you to change passwords.
5.4. Your WFS Shopfront
i. We hold absolute discretion over the Site's look, feel, and content, including Seller Information and Product presentation.
ii. Compliance with all updated Policies is essential.
iii. Requesting Customer Feedback is allowed, but you agree not to review or engage third parties for Product reviews on your WFS Shopfront.
iv. The Shopfront may contain up to 20 listings by default, extendable at our discretion.
5.5. Quality of Presentation
You commit to maintaining a high standard of presentation on your WFS Shopfront, following guidelines provided by us.
5.6. Seller and Product Information
i. Ensure all Seller Information is true, accurate, current, and complete, including available collection times, delivery times, and postage costs.
ii. Clearly display on your WFS Shopfront any terms and conditions that are different to the terms set out in these Conditions or in the Customer Terms, including your returns and refund policy.
5.7. Stock Information
Accurately display stock availability and update it regularly using the CMS options.
i. You have sole discretion regarding pricing.
ii Prices must be fully inclusive of all taxes and charges.
iii. You are responsible to HMRC for your VAT compliance.
5.9. Product listing, provenance, and categorization
i. You agree to provide the information required to get your WFS Shopfront live within a month of your Application Form's acceptance.
ii. You agree that the Product(s) listed on the site are substantially reared, grown, manufactured and/or packaged in the United Kingdom,
iii. You agree that the provenance of the product or the Product's primary ingredient(s) will be clear in the narrative for every product listed. If we consider that the provenance of a Product is insufficiently clear, we will work with you to clarify the wording on the Site, and we reserve the right to remove the Product if it does not meet our requirements.
5.10. Compliance with our instructions and laws
i. Comply with our instructions and all applicable laws, including product safety laws, Trading Standards requirements and applicable licensing laws, and provide on written request any information we may reasonably require, including certificates that confirm that laws and requirements are being complied with.
ii. Include necessary use buy or sell buy dates where required.
iii. Maintain at all times appropriate insurance with reputable insurers and provide on written request any information we may reasonably require, including certificates that confirm that insurance is in place.
5.11. Suspension of service
We may suspend or terminate your subscription if Seller Information violates this clause.
6. Orders and your relationship with the customer
6.1. The contract of sale
i. In accepting an order in the CMS, you acknowledge and agree that such acceptance is an irreversible instruction for us to conclude a contract of sale between you and the Customer. The sale contract is concluded when we (acting as your commercial agent) send an order confirmation email to the Customer, and we have no responsibility for the performance of the contract.
ii. The terms and conditions of any such contract will consist of the Customer Terms, the order confirmation, and details on the relevant Product page. You commit to being bound by all such provisions.
6.2. Processing customer orders
i. You are responsible to entering in to the CMS the days of the week on which collection or delivery is available, and also the time that it takes you to prepare an order for collection or dispatch and how long the delivery takes (EG overnight). As a result, the customer will be able to choose from a range of collection and delivery options.
ii. You will receive notifications of orders that that have been placed. You acknowledge that communication reliability is not guaranteed, and you should check the CMS on a daily basis for new orders.
iii Upon notification, you agree to confirm acceptance or rejection of each order through the CMS, making your best efforts to accept every order.
iv. Following the acceptance of the order, you agree to:
a. Fulfil the Customer order on schedule; or
b. Notify the Customer of any changes that you need to make to the planned delivery date and time;
v. If the order is a Group Order, you agree to pack each Customer's order separately and such that each Customer's order is easily identifiable.
6.3. Communication with customers
i. All correspondence with Customers must:
a. Be solely for managing a Customer order;
b. Be via the CMS or include a reference to us if not possible;
c. Exclude any reference to your website, email address, or other promotions outside those offered through or by us.
ii. Breach of these clauses may constitute a significant breach of these Conditions and a potential violation of Data Protection Laws.
iii. Respond promptly and courteously to Customer inquiries or complaints as soon as possible. Standard practice should be within one Working Day (although this may not always be possible). You should inform us of any escalated unresolved Customer inquiries.
7. Changes, returns and refunds
Once payment has been made for an order by a Customer, the Customer will not be able to (1) reduce the number of items ordered (2) change the delivery address unless you agree to the change. If you accept any change(s) requested, you will be able to make relevant adjustment(s) in the CMS, and amount payable by the Customer, including whether a delivery charge is payable, will update automatically. The Customer will be able to add to their order in the App at any point prior to the order being sent to you.
It is solely your decision whether to accept returns and they must be organised with the customer as soon as possible through the CMS.
It is solely your decision whether to pay a refund. If you wish to refund a customer, you will be able to process the refund through the dashboard provided to you by the Payment Services Provider. WeFarmShop's fees for the original transaction will not be returned, however there will be no additional fee for the processing of the refund. Refunds take 5-10 days to appear on a customer's bank statement.
8. Your conduct
You commit to conducting yourself with respect and mutual cooperation in all communications with us, our staff, Customers, and other Sellers. Impolite or abusive communications through any channel will not be tolerated, and we reserve the right to immediately suspend your WFS Shopfront and/or terminate the Agreement for any breach of this clause.
i. You will pay any and all Charges in accordance with the Agreement.
ii. The relevant Charges will be as notified and updated by us from time to time, in accordance with these Conditions.
iii. Unless specified otherwise, Charges are subject to VAT at the standard rate.
9.2. Breakdown of charges
The Charges comprise the Commission Fee.
9.3. Commission Fee
i. The Commission Fee will be as notified by us in writing or as amended in accordance with Clause 2.
ii. The Commission Fee is payable by you on the total value of products purchased in any order after relevant discounts have been applied and excluding any delivery charges.
9.4. How payment is made to you
i. Acting as your commercial agent, we will process payments related to the sale of product(s) by you through the Site.
ii. Except as otherwise provided in these Conditions, 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.
iii. Once the order has been fulfilled by you (either made available for collection or delivered by you or dispatched using a third-party courier), the payments made by Customers will be transferred to an account in your name with our Payment Services Provider, excluding the Commission Fee.
iv. Payments to you will be made daily, 3-5 working days after the date on which the order is fulfilled.
The Seller agrees to indemnify and hold Collabrador Limited harmless from any claims, losses, damages, liabilities, and expenses arising from the Seller's products.
11. Governing Law and Jurisdiction
11.1 The Agreement is governed by the laws of England.
11.2. Both parties agree to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with the Agreement.