Seller Member Agreement
Article 1 – Purpose
1.1. The purpose of this Agreement is to clarify the rights and obligations of Sellers who have registered themselves as members to sell or hire items (‘Seller Members’) in www.thehatcircle.com (the ‘Web Site’) operated by The Hat Circle (THC) and all services provided by THC, in exchange for a monthly subscription fee and for a commission on all sales (‘Transaction Fee’). THC is a trading name of X Terrace Fashion Ltd. a company incorporated in United Kingdom with its registered address at 7 Cambridge Walk, Bishop’s Stortford, CM22 6UE, UK.
1.2. Prior to this Agreement, Seller Members must also accept terms and conditions of the Web Site. By accepting this Agreement, the Seller agrees that this Agreement, terms & conditions, and privacy policies determined by THC including but not limited to any amendment or new policy from time to time to be introduced where expedient, will apply whenever Seller Member uses the Web Site and other related services, or at any occasions Seller Member uses the tools or facilities made available by THC.
Article 2 – Accounts
In using the Website, Seller Member is responsible for maintaining the confidentiality of Seller Member's own account and password, and for restricting unauthorised access to Seller Member's account.
Seller Member hereby agrees to accept responsibility for all activities that occur under the Seller Member's account. Seller Members will have access to the basic facilities as follows:
2.1. Seller Cash is Seller Member's account in the Web site used as the account for transaction settlement within the Web Site. The Seller Cash will be transferred only to the Seller Member's PayPal account as registered in the database of THC within 28 (twenty-eight) days after items being received by the Buyer in accordance with the Policies as determined by THC. Seller Member must have a PayPal account in order to receive settlement.
2.2. If a member is under 18 years old at the time of the member registration, such member shall not be allowed to use this Web Site as a Seller Member, as stipulated in this Agreement. THC reserves the right to refuse service, terminate accounts, remove or edit the contents, or cancel orders in its sole discretion. Without limiting other remedies, THC may limit, suspend, or terminate the Web Site, its service and user accounts, prohibit access to the Web Site and its contents, delay or remove hosted contents , and take technical and legal steps to keep users off the sites if, based on THC’s sole discretion, it is considered that Seller Member is creating problems or nuisance or possible legal liabilities, infringing the intellectual property rights of third parties, in breach of any of the terms and conditions or this Agreement or acting inconsistently with the letter or spirit of THC policies (for example, and without limitations, policies related to fraud actions, conducting off-site transactions, feedback manipulations, circumventing temporary or permanent suspensions or users who we believe are harassing the employees of THC or other users). Additionally, THC may suspend or terminate the accounts of any Seller Members who may be recurring infringers of intellectual property rights of third parties. Also THC reserves the right to cancel accounts that have been inactive or dormant for one (1) year, in accordance with the policies and rules and regulations as determined by THC.
2.3. While using this Web Site as a Seller Member, Seller Member shall not:
a. Post inappropriate content or products in the categories or areas on the Web Site or services;
b. Violate any laws, third party rights, or policies such as the prohibited and restricted products policies;
c. Use the Web Site or services as a Seller Member if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Web Site;
d. Manipulate the price of any product or interfere with other user's listings
e. Circumvent or manipulate the fee structure, the billing process, or fees owed to THC;
f. Post false, inaccurate, misleading, defamatory, or libellous content (including but not limited to personal information);
g. Take any action that may undermine the feedback or ratings systems;
h. Transfer your account to another party without THC consent;
i. Distribute or post spam, chain letters, or pyramid schemes;
j. Distribute viruses or any other technologies that may harm the Web Site, or the interests or property of users of the Web Site;
k. Copy, modify, or distribute the contents from the Web Site and THC copyrights and trademarks; or
l. Harvest or otherwise collect information about users, including but not limited to email addresses, without obtaining their consent; or
m. Use existing user accounts or create new user accounts in order to circumvent or avoid buying or selling limits, restrictions, or other policy as regulated by THC.
Violations of this Agreement may result in a range of actions, including but not limited to:
1. Listing cancellation;
2. Loss of Settlement Amount;
3. Limits placed on account privileges;
4. Account suspension / termination;
5. Criminal charges and / or claims for loss or damages;
6. Any other consequential loss or damages;
All legal fees, costs and expenses shall be solely borne by the violators of this Seller Agreement.
Article 3 - Service Fees
3.1. THC shall charge Seller Member service fees for completed transactions such as Transaction Fee, various service fees for marketing and promotion features, and other service fees as determined by THC as stipulated in THC’s Fees Schedule shall be borne and paid by Seller Member. When a Seller Member uses a product or a service that has a fee, the Seller Members will have an opportunity to review and accept the fees that will be charged upon them for the transaction they are about to make, as stipulated in Fees Schedule. All service fees are subject to taxes under all applicable laws and regulations, and THC may charge the Seller Members such taxes additionally. Seller Member agrees that service fees and taxes may be paid by deduction from the purchase value paid by buyers or by other methods agreed by the Seller in accordance with the policies or rules and regulations determined by THC.
3.2. Minimum subscription period:
Once the Seller Member subscribes with THC, the Seller Member agrees to pay monthly instalments for at least six (6) months (or its equivalent of 182 days) upon the commencement of the membership with THC. Seller Members may request to deactivate their membership within the Initial six (6) Months Period (hereinafter referred to as the "Trial Period") to obtain a full refund.
Any request to deactivate membership must be made in writing to THC at email@example.com. In the event of any dispute, the date (GMT) on which the email was sent shall be taken to be the date on which the deactivation request was made.
Upon expiration of the Trial Period, the Seller Member is not entitled to obtain any refund from THC and the obligation of the Seller Member to pay to THC shall subsist or continue for a minimum of six (6) months (or its equivalent of 182 days) from the first day after the Trial Period. If the Seller Member requests to deactivate the membership at any time during the Trial Period, the obligation to pay shall continue until the expiration of the Trial Period.
Upon the expiration of the Trial Period, the Seller Member must request to deactivate their membership or they will automatically continue to be charged on a monthly basis at the same level of membership as held at the expiration of the Trial Period. During the Trial Period, the Seller Member may request to change their membership plan to another membership plan of equivalent or upgrade his or her membership at higher value only. The Seller Member shall not downgrade his or her membership during the Trial Period.
The membership of Seller Members with THC on an annual basis shall expire on the next consecutive year at the end of the calender month when the Seller Member first join THC ("The Expiry Date"). In the event the Seller Member wishes to continue with his or her THC membership, the Seller Member shall continue to pay the renewed yearly subscription to THC on or before the Expiry Date.
3.3 Selling on THC Etsy Shop:
This is an optional service, not included in the monthly membership fees. If you would like to have your products listed on our Etsy shop, there's an annual fee of £20 for Crafter, £40 for Master. The fees cover shop management fees, listing fees, transaction fees, and sales commission charged by Etsy.
As per Etsy seller policy, THC Etsy Add-on is only available for handmade items or authorised distributors/retailers.
Your commission rate remains the same as if you sold on the existing channels.
The only fees not covered by us are for purchases made on Etsy using “Etsy direct checkout”, which attracts a deduction of 3% + $0.25 from your sales pay-out.
The additional fee covers Etsy listing of the number of items included in your membership plan. You will be charged £0.80 for each additional item listed (this also applies if an item is sold or you remove a product and then list a new product in its place)
3.4 Late Payment Penalty:
The Seller Member shall pay to THC the payment due immediately. Failing which, interest at a rate of ten percent (10%) per month shall be calculated on a daily basis and the Seller Member shall pay the late payment inclusive of late payment interest to THC. For those Seller Members who are paying the membership fees by direct debit, any missed payment by direct debit due to any reason whatsoever, THC has the absolute right to levy a fee of £5.00 for each and every missed debit to cover THC administrative charges, costs and expense.
Article 4 - Seller Member’s Obligation
4.1. Seller Member shall properly manage and ensure that relevant information such as the price and the details of products, inventory amount and terms and conditions for sales is updated through THC administration and shall not post inaccurate information. The price of products for sale will be determined by Seller Member at his/her own discretion. Seller Members may wish to take into consideration all relevant factors, including, but not limited to, Transaction Fees, shipping cost and other service fees. The settlement amount (before deducting there from any service fees) payable to a Seller Member for a sale will be determined by the seller at his/her own discretion based on the price of the products and Transaction Fee. The price of a product and shipping cost shall include the entire amount to be charged to buyers such as sales tax and tariffs, etc., if any, and Sellers shall not charge buyers such amount additionally and separately.
4.2. Promotional discounts:
Seller Members may be asked by THC from time to time to participate in discount events and, if they agree to participate, must apply the THC mandated promotional discount to their products for the duration of the event. Seller Members may discount their prices at their own discretion only outside of promotional event periods. In the case of a discrepancy between the price shown in any order confirmation/sales report and the amount paid by the buyer at the time of purchase on the Web Site, the amount paid by the buyer shall be accepted as the correct price.
Seller Members agree that THC may, at its discretion, engage in promotional activities for and on behalf of the Seller Members to induce transactions between Buyers and Seller Members by reducing, discounting or refunding the Transaction Fee and other service fees, or in other ways. In no event, such adjustment of Transaction Fee and other service fees will affect the originally determined settlement amount payable to Seller Members. The final price that buyers will actually pay shall be the price that such adjustment is applied to. For the purpose of promoting the sales of products listed by Seller Members, THC may post such products, at an adjusted price, on third-party websites, such as portal sites and price comparison sites, and other websites, whether it's domestic or foreign, operated by THC and/or its affiliates.
4.3. Seller Members shall issue receipts or tax invoices to buyers on request, if such issuance is required under the laws of the United Kingdom.
4.4. Seller Members are not permitted to include in text hyperlinks in their seller profile or product pages. Links to social media accounts can be entered in the appropriate fields and these links will be set automatically by THC. THC may remove in text hyperlinks from seller profile and product pages without warning.
4.5. Seller Members are required to update their store status regularly and promptly to avoid any late delivery, using the guidance provided in the Seller FAQ. THC has the absolute rights to impose any penalty or administrative charges should Seller Member fail to do so.
4.6. Images of products added by Seller Members must be the property of the Seller Member or licenced for use by the Seller Member. Images should be of a square aspect (maximum 1024 x 1024 pixels, less than 15 MB) wherever possible and of sufficient quality that the product can be viewed clearly. Each product must be represented by at least 3 (three) images taken from different angles that allow the whole of the product to be visible. The first image for each product (‘Cover Image’) is required to have clean and clear background or have been professionally staged for site branding. THC reserves the right to approve all product listings before they are made live on the site. Cover images that do not meet the required standard for 24 hours after they have been uploaded will be ‘clipped’ to remove the background. THC will provide a free clipping service for Cover Images equal to the number of products that may be listed at that membership level. Any Cover Image added after the initial allotment has been used will be automatically clipped by THC at a cost to the seller (£2.00 per image at the time of writing, this amount may be subject to change without warning depending upon supplier costs).
For “crafter membership package” fifteen (15) images are entitled to free clipping. Thereafter image clipping service charge for the 16th image/products onwards shall be levied and billed to the seller.
For “master membership package” fifty (50) images are entitled to free clipping. Thereafter image clipping service charge for the 51st image/products onwards shall be levied and billed to the seller.
Article 5 - Intellectual Property Rights
5.1. Seller Members shall ensure that all contents including without limitation listings, information, specifications, photographs, and products for sale as supplied or provided by Seller Members on the Web Site do not infringe or violate trade mark rights, patent rights, copyrights, trade names, domain names, portrait rights, design rights, utility models, trade secrets, know-how, confidential information, database rights, software rights, semiconductor and / or circuit layout rights and all various other intellectual property rights subsisting in any part of the world belonging to third parties.
5.2. Seller Members shall also ensure that the use of such intellectual property rights is with the prior, approval or consent of Intellectual Property Rights owner. Should there be any complaints or alleged claims of infringement or violation of intellectual property rights made by any third party against the Seller Members’ use of Intellectual Property Rights on the Web Site, THC may at its sole discretion without notice to the Seller Member take down the listing, information, specification and/or photograph complained of and suspend sales of the Seller Member’s corresponding product until such time THC at its sole discretion deems that evidence provided is sufficient to prove that the complaints and/or alleged claims are invalid. In order to boost sales, information regarding products and services provided by Seller Members on the Web Site may be disclosed to THC affiliated third parties, Including websites owned by and/or affiliated to such third party, as well as blogs belonging to other members of the Web Site Where disclosure of information is by another member on their blog, such disclosure could only be done in accordance to the methodologies prescribed by THC in the policies and is subject to the agreement of the member who wishes to disclose another member’s information to the policies set by THC Seller Members shall indemnify and hold harmless THC and its directors and employees or servants or agents from all actions, claims and demands which may be instituted or made against the Seller Members arising from the Seller Member’s use of Intellectual Property Rights or violation of any applicable intellectual property laws. Seller Member has received claims from third party that their postings made on the Web Site infringe or violate the Intellectual Property Rights of any third party or the contents of such postings are open to any other form of attack or infringement whether related or unrelated to a legal action, Seller Members shall to the extent possible exempt, exclude and not involve THC, its directors and employees, servants or agents, and the Web Site from and in such claims or any claims or liability whatsoever.
5.3. Seller Members shall notify THC as soon as practicable of any complaints or alleged claims of infringement of Intellectual Property Rights by any third party. All losses and costs to THC, its directors and employees, servants or agents and/or the Web Site arising from the Seller Member’s use of any Intellectual Property Rights must shall be fully compensated by the Seller Member to THC.
5.4. Seller Members shall not, during or after the expiry or termination of this Seller Agreement, use the name “The Hat Circle” (a) in or as the whole or part of its own trademarks, domain names and/or trade names; (b) in a manner which may be confusing, misleading and/or deceptive; and (c) in a manner that disparages THC.
5.5. THC shall have the absolute right to use any material or image uploaded to promote and market the Website and products listed on the Website with the consent of the Seller Member in any mass media, social media, newsletters and any other promotional materials.
Article 6 – Product
6.1. Seller Members may only list the number and type of products permitted under their membership level. Seller Members under the ‘Milliner’ membership types (all types except ‘Partner’) may only list hats for sale, up to the maximum number permitted by their membership level. ‘Partner’ Seller Members may not list hats for sale, they may list other product types for sale and hats for hire only. THC may remove without warning any product that does not comply with the type and level of membership of the Seller Member.
6.2. Seller Members represent and warrant that the product and service listed on the Web Site are genuine, authorised, and legitimate, do not infringe the Intellectual Property Rights of any third party, and do not violate any applicable and prevailing laws and/or norms. Seller Members shall immediately furnish evidence upon request that Seller Member is the owner and/or is allowed permitted and/or authorised to use intellectual property rights embedded in or used in conjunction with the product or services listed on the Web Site.
6.3. Seller Members further warrant that the postings of the products or services, and the products or services sold are in compliance with all applicable laws of United Kingdom, including but not limited to the Consumer Rights Act 2015 and Sales of Goods Act 1979. Seller Members shall immediately furnish evidence, such as a copy of the relevant certificate or licence issued under laws of United Kingdom, upon request that he / she / it has complied with the relevant legal requirements.
6.4. If the Seller Member violates any of its warranty as-provided in this Article 6 and/or other policies as determined by THC, THC has the right to terminate or cancel this Seller Agreement immediately without notice to Seller Members, and to cease all kind of advertisement listing, information, specifications, photographs, and/or announcement with regards to Seller Members along with the products related to Seller Member's account and has the right to demand payment from the Seller Members of any cost and losses incurred by THC.
6.5. The listings must be available for dispatch within three (3) working days. It can be sold elsewhere but at least one must be available to THC.
6.6. THC reserves the absolute right to update or alter or remove any membership feature. In this connection, THC will communicate with Seller Member on the updating or alteration or removal.
6.7. Should any customer contact Seller Member to return a product, Seller Member must inform THC admin within 2 (two) working days that they require a return process to be initiated by THC. See also Article 8.
6.8. Should any customer contact THC to return a product to Seller Member, THC will inform Seller Member and thereafter Seller Member is to confirm with THC that a return process should be initiated by THC and further notify THC within 2 (two) working days upon receipt of the returned product. See also Article 8.
Article 7 – Delivery
7.1. Shipping zones and shipping rates:
THC will set up a default shipping cost for all items listed in a members account when the account is first opened. The cost set will be £20.00 and to shipping zones: ‘United Kingdom’, ‘Ireland’, ‘France’, ‘Germany’, ‘Spain’, ‘Italy’, ‘Switzerland’, 'UAE', ‘USA’, ‘Canada’, ‘Australia’, and ‘Rest of Europe’. It is the responsibility of the Seller Member to make any changes to the default set up and enter their own shipping fees to each shipping zone selected. Shipping prices should be entered either based on hat price or based on dimensional/volumetric weight (which takes into account the size of the packaging for lighter items, such as hats) and tracked delivery must be used. THC may adjust the countries within shipping zones at any time and will notify members of any changes.
7.2. On receipt of the payment from the buyer, THC will notify the Seller Members of the paid order. Seller Members should then confirm that they have received the corresponding order within 2 (two) business days and take necessary actions for delivery. If the Seller Member fails to do so, THC shall be given the option to cancel the corresponding order.
7.3. Seller Member is obligated to use shipping company that provides a tracking system and Seller Members must inform the tracking number to the Buyer by entering delivery information including the name of the delivery company, the tracking number, and other particulars pertaining to the order into the Web Site within 3 (three) business days after the date of the confirmation, excluding pre-order and direct delivery method.
7.4. If the Seller Member fails to do so, THC reserve full authority to give the option to the Buyer to cancel the transaction before the Product has been shipped. THC shall not be responsible or liable for any losses or damages to the corresponding Seller Member due to such cancellation.
7.5. For pre-order method, Seller Members must input the date when the Product will be ready. Once the Product is ready, the same policy with regular orders will apply. If Seller Member fails to do so, THC reserves the right to cancel the transaction and shall not be responsible or liable for any loss or damages to the Seller Member due to such cancellation.
7.6. For direct delivery method, Seller Members shall take actions for the buyer to receive product within the time period specified by Seller Member on the product detail page. If Seller Member fails to do so, THC may cancel the transaction and shall not be responsible or liable for any losses or damages to the Seller Member such due to cancellation. Seller Member shall take all reasonable actions for the buyer to receive the Product within the time period specified on the product detail page.
7.7. If Seller Member fails to deliver the Product within such period or the Product was not received by the buyer due to, reasons not attributable to the buyer, such as delivering to wrong address, the Seller Member shall bear all liabilities relating thereto. If any transaction is cancelled due to reasons attributable to the Seller, e.g. unavailability of the Products, THC may take necessary actions against the Seller. THC may, at its option, provide overseas delivery service and other services relating to delivery in association with third- party service providers. The delivery method and provisions stipulated in this Article, will comply and be in accordance with the Policies as determined by THC. In the event of any express conflict or difference (s) between this Article and the Policies, the Seller Member hereby agrees with THC that the Policies shall PREVAIL.
7.8. Should any hat be lost or damaged during transportation, the Seller shall be totally responsible and liable to resolve the lost or damaged hat with the buyer and a replacement be sent to the buyer within five (5) working days.
Article 8 - Cancellation, Exchange, Return, and Refund
8.1. The Seller Member must abide by the statutory returns policy for online sales that applies in their home country, as well as the below policies.
- European Union:
If Sellers enter into a transaction with a Buyer that is located in the European Union, Sellers are subject to comply with the EU Directive on Consumer Rights (see Appendix A below)
8.2. Seller Member is expected to clearly state policies regarding returns and refunds in their shop policies. This includes:
-Whether or not Seller will accept returns
-The time frame in which Seller may accept a return
-Who will pay for the cost of return postage for any items that are sent back to Seller
8.3. With respect to return-related matters, the relevant Regulations and Policies in Article 8.1. shall PREVAIL over the terms and conditions suggested by the Seller Member. After receiving returns-exchange requests from buyers, Seller Members must respond by expressing in writing either approval or denial (expressing the reason for such) within 4 (four) business days to the Buyer and/or THC. Should the Seller Members fail to do so, THC may assume that the Seller Member has accepted to the Buyer’s request and shall automatically proceed with the refunds/exchange.
Upon this request, THC Customer Service centre shall confirm the situation with the Seller Members and proceeds towards carrying out suitable actions for refunds in accordance with applicable and specific Policies that are relevant except in the case where the Seller Member wishes to dispute Buyer’s return of the Products and request for, refunds, or exchange, THC may postpone refunds if Seller Members request to postpone refunds by providing evidence on suitable reason.
8.4. If the buyer sends the Product for returns to THC , if delivery to the designated recipient is impossible including but not limited to loss of contact with Seller Member, THC shall notify Seller Members to pick-up the Product within 5 (five) business days. If Seller Members do not respond within 5 (five) business days, THC may assume that the Seller Member has accepted the returned product and shall automatically proceed with the refund and may permanently dispose of the corresponding Product.
8.5. Should there be any fault or any safety concerns with the Product, THC shall require the Seller Members to recall its entire stock and to repair, exchange, refund, and all costs shall be borne by the Seller Member absolutely.
8.6. Once the request for returns-exchange has been followed up by the Seller Member and the Seller Member have received the Products returned by the Buyer, Seller Members may postpone returns exchange if there is a need to check for any delivery fee settlement from the Buyer or, whether free gift has been returned, and should there be a justifiable reason, Seller Member may reject returns.
8.7. Seller Member shall take measures to guard against ‘wear and return’ situations through the use of prominent, non-replaceable labelling that allows the Buyer to try on the Product unhindered, but that would need to be removed before general use. As such the Seller may reject a product for return if it is not returned by the Buyer in a new and unused condition.
Article 9 – Settlement
9.1. Seller Member shall submit personal/ business identification information such as a copy of Identity Card or necessary business licenses or company documents as requested by THC and payment account information together with documents, as required by THC, evidencing that the payment account is owned by and in the name of the Seller Members when completing the seller registration. Seller Members shall not claim against THC for any loss or damages, other than those stipulated in the policies as determined by THC. The amount payable by THC to the Seller Members for any completed transactions through the Web Site is the Settlement Amount. The Settlement Amount will be calculated by deducting all service fees from the amount paid by the buyers.
9.2. In order to receive settlement, Seller Members must have their own payment account on PayPal (www.paypal.com). Any fees charged by PayPal for the use of their service to receive funds will be borne by the Seller Member.
9.3. The Settlement Amount shall be paid in the following method:
At the end of the refund period set by Seller Member in their account, being the number of days after delivery that a return can be initiated; or
In the event of an ongoing returns process, once any return process has been concluded; or
Notwithstanding the provision of this Article, THC may at its discretion curtail the term based on Seller Member's performance or based on certain circumstances. Seller Member may at any time request to withdraw from the Seller Balance of the Seller Members and the requested amount shall be remitted to the Seller Member's bank account within 28 (twenty-eight) business days.
9.4. In the event that, following completion of a returns process, the Seller is in debt to THC for funds refunded to the customer, Seller is required to settle the debt within 10 (ten) business days.
9.5. Transaction fees and other fees determined by THC, which arise due to money transfers shall be borne by the Sellers, and exchange rates shall adhere to rates at the time of the money transfer.
Article 10 - Privacy Protection
10.1. THC shall have the sole prerogative and absolute rights at any time to monitor all messages transpired between Seller Member and buyers including but not limited to prospective buyers, its employees, servants or agents to avoid any private transaction or dealing and any ambiguity or disputes.
10.4. All information, documents and communication between Seller Member and THC are privileged information, documents and communication. Seller Members are prohibited to share or disclose such information, documents and communication to any third party without the consent of THC.
Article 11 - International Section
11.1. International Trading:
Seller Members who are located overseas ("Global Seller") may list their product on the Web Site for international trade and it is important that all listings and transactions comply with applicable laws of the United Kingdom. Global Seller are responsible for ensuring that transactions are lawful in both the country of the Global Seller and United Kingdom. THC strongly encourages Global Seller to learn about the laws of their own country as well as those of the United Kingdom. Global Sellers should make sure that the product they are selling can be lawfully posted outside of the country where the Global Seller is located and also make sure that Global Seller can lawfully export the product into the Buyer country before sending the product. Sellers Member should discuss possible global export and/or import problems with potential buyers, do careful research, and hire an expert if necessary to the make sure that all transactions comply with all applicable laws.
For Global Sellers, the Buyer is considered the importer of record and they must comply with all laws and regulations of their country of residence. Buyers should make sure that they can lawfully import the product into their country of residence before purchasing the product. Buyers may be subject to import duties and taxes, which are levied once a shipment reaches their country. In principle, the additional charges for customs clearance must be borne by Buyer if not specified otherwise in the product detail page explicitly; THC has no control over these charges. These charges cannot be predicted or ascertained. Global Seller may wish to contact the local customs office for further information on the destination country customs policies as customs policies which vary from country to country. THC suggests that international Buyers and Global Sellers who will ship internationally be aware that cross-border shipments are subjected to opening and inspection by customs authorities. Also, THC or Global Sellers may provide on certain order, shipment, and Product information - such as titles - to the international carriers, and such information may be communicated by the carriers to customs authorities to facilitate customs clearance and compliance with local laws, rules and regulations. Customs authorities require THC or Global Sellers to state the value of the purchased Product directly on the package.
11.3. Cancellation and Refund
For overseas purchases, returns attributable to the buyer may not be practically possible due to high return costs. THC or the Seller Members take no responsibility and assume no liability whatsoever for such cases.
11.4. Money Transfer to Overseas Accounts
Transaction fees and other fees determined by THC, which arise due to overseas transfers shall be borne by the Global Sellers, and exchange rates shall adhere to rates at the time of the transfer.
Article 12 – Content
12.1. Seller Members may post reviews, comments, photos and other content; submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise Injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam." Seller Members may not use false e-mail addresses, impersonate any person or entity, or otherwise mislead as to the origin or other content. THC reserves the right, but not the obligation, to remove or edit Reviews such content, but does not regularly review posted content. If a Seller Member posts a content or submit a material, and UNLESS THC indicates otherwise, the Seller Member is deemed to have a granted THC a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. Seller Members are deemed to have granted THC and sub-licenses the right to use the name that Members submit Seller in connection with such content, if they choose. Seller Members Represent and warrant that Seller Members own or otherwise control all of the rights to the corresponding contents posted by themselves in the Web Site; that the content is accurate; that use of the content supplied does not violate the policies and will not cause injury to any person or entity; and that the Member will indemnify Seller for all claims THC the resulting from content supplied. THC has the right but not the obligation to monitor and edit any activity or content. THC takes no responsibility and assumes no liability for any content posted by Seller Member or any third party.
Article 13 - Other Businesses
Article 14 – Release
14.1. If a Seller Member has disputes with one or more users, the Seller Members hereby releases THC, and our officers, directors, agents, subsidiaries, joint ventures and employees, from claims, suits, demands, penalties, liabilities, losses and/or damages, actual and consequential, of every kind and nature , known and unknown, arising out of or in any way connected with such disputes.
Article 15 - Access and Interference
15.1. The Web Site contains robot exclusion headers. Much of the information on the sites is updated on a real time basis and is proprietary or is licensed to THC by Web Site users or third parties. Seller Members agree that not to use any robot, spider, scraper or other automated means to access the Web site for any purpose without the prior written permission THC.
Article 16 – Indemnity
16.1. Seller Members hereby indemnify and hold THC, and our officers, directors, agents, subsidiaries, joint ventures and employees, harmless from any claim or demand or damages, including all attorneys' fees incurred or to be incurred, as a result of any claims, demands or proceedings, by any third party due to or arising out of Seller Member's breach of this Agreement, or Seller Member's violation of any law or the rights of a third party.
Article 17 - Limitation of Liability
17.1. Specifically Seller Member agrees that THC shall not be responsible for unauthorised access to or alteration of their transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through this website. Specifically seller members agree that THC is not liable or responsible for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. Specifically members also agree that THC is not responsible for any content sent using the communication services and/or included in this site by any third party. In no event shall THC be liable for any special, incidental, indirect, or consequential or punitive damages of any kind, or any damages whatsoever, whether in contract, tort, strict liability or otherwise, including without limitation, those resulting from: (1) reliance on the materials presented, (2) costs of replacement products, (3) loss of use, data or profits, (4) delays or business interruptions, (5) and any theory of liability, out of or in arising connection with the use of, inability or to use this website, whether or not THC has been advised of the possibility of such loss/damages.
Article 18 – Termination
18.1. This Agreement will be terminated forthwith by either Party by written notice in any of following events:
a. If Seller Member's membership status in the Web Site is terminated and/or revoked; or
b. If the other shall be in breach of any of the terms and conditions of this Agreement and/or the terms & conditions and/or policies and fails to remedy the same within 60 (sixty) calendar days of being required by the other Party in writing; or
c. If either Party is unable to pay its debts or a petition for bankruptcy/winding up is presented or it goes into insolvency/liquidation or judicial management or compounds with its creditors or a receiver Generally or a liquidator is appointed over all or any part of its assets or suffers any execution over Reviews such assets. However, the Parties agree that either Party shall be entitled to undergo re-organisation and / or amalgamation etc. and the other Party shall not be entitled to terminate this Agreement on account of re-organisation and/or amalgamation; or
d. If either Party can not comply with, or obtain or maintain any necessary authorisations, licenses or registrations required for the performance of its duties as stipulated hereunder; or
e. If either Party negligently or wilfully does anything that is materially harmful to the goodwill or reputation of the terminating Party.
Article 19 – Miscellaneous
19.1. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed severable and the remaining provisions shall be enforced. Headings are for reference purposes only and do not limit the scope or extent of the relevant section. THC failure to act with respect to a breach by Seller Members or others does not waive THC right to act with respect to the same, subsequent or similar breaches.
19.2. THC does not guarantee that THC will take action against all breaches of this Agreement. The execution, validity, interpretation and implementation of this Agreement shall be governed and construed in accordance with the laws of United Kingdom. If there is a difference in opinion arising as a result of the implementation of this Agreement, the Parties agree to resolve by deliberation or arbitration to reach a consensus.
19.3. THC may amend this Agreement at any time by posting the amended terms on the Web Site. Except as stated elsewhere, all amended terms shall automatically be effective 14 (fourteen) calendar days after they are initially posted. This Agreement sets forth the entire understanding and agreement between THC and Seller with respect to the subject matter hereof.
EU Directive on Consumer Rights
The regulations which implement the EU Directive on Consumer Rights, apply to all THC sellers based in the EU and buyers based in EU member countries. Note that EU law often allows EU consumers to invoke their consumer law protections even when dealing with businesses based outside of the EU; if you're based outside the EU and make your listings available to buyers there, you may need to seek legal advice on your obligations. Each EU Member state has adopted its own unique national laws incorporating the directive. Failure to comply with these regulations can invalidate a sale and possibly even violate the law.
Buyers residing in countries that are subject to these regulations have the right to return an item within 14 days of receiving the item. Sellers affected by the regulations must clearly inform buyers residing in these countries about their right to return an item before the buyer makes a purchase (such as in the listing or the seller’s shop policies). Failure to do so will extend the withdrawal period by an additional year, meaning that buyers will have a period of one year and 14 fourteen days in which to return the item.
This right does not extend to custom-made products and certain perishable goods, unless otherwise specified by the seller. Digital content, including artwork and patterns, may not be eligible for return. Rules governing digital content vary by EU member country.
If a buyer exercises their right to return an item, a seller must reimburse all payments, including the original postage charges, received from the buyer. If a seller has not received returned goods from a buyer, the seller may withhold such reimbursement provided that reimbursement occurs within 14 days of receipt of the returned goods. The buyer is responsible for paying return postage costs unless the seller has agreed to bear those costs. If a seller has not agreed to bear return costs and the item can't, due to its nature, be returned by post, an estimate of the return costs should be included in the information provided to the buyer relating to cancellation and return.
Sellers must also provide buyers with a model withdrawal form (in other words, a cancellation form) that they can- but are not obliged to- use if they wish to return a product.
Disclaimer: This appendix contains legal information and not legal advice. If you are uncertain which laws apply to you or you have other legal questions or concerns, please consult a lawyer. The reader assumes all responsibility for any and all use of this information.