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Terms & Conditions

1. INTRODUCTION

bndle LTD is a unique online marketplace for baby and kids products, which includes parenting services and expertise. All products and services can be accessed and purchased on www.bndle.com

An online marketplace is a platform that allows consumers to access and purchase products from vendors (or you) through bndle’s online marketplace. Consumers can browse through products via pages, categories, and various life stages throughout the platform.

The following Terms of Service (“Terms”) set out the legally binding agreement under which you as a Vendor are permitted to use our Marketplace and Website and the services provided on it.

If for any reason you do not agree with the above statement, you will not be able to partner and onboard with bndle. This means you will not be able to promote any of your products or services on the marketplace.

bndle reserves the right to accept or reject any application to sell on the Marketplace at its sole discretion. As a business, we do not make any guarantee of sales to Vendors. We reserve the right to make changes to these Terms periodically and your use of the Marketplace will be subject to the most recent version of the Terms posted on the Marketplace at the time of use. If there are any changes, bndle will communicate to the vendor, if we believe that the changes are material.

You (the ’Vendor’) are responsible for protecting any member’s personal information that you receive or process via the marketplace. As a vendor of the marketplace, you must comply with all relevant legal requirements. This includes applicable data protection and privacy laws that govern the ways in which you can use bndle’s user information. These laws may require that you post and comply with your own privacy policy, which must be accessible to bndle users with whom you interact. Your privacy policy must be compatible with this policy and bndle’s Terms of Use, and bndle’s privacy policy

Definitions

Agreement/agreement refers to the vendor terms and conditions.

A commission Fee is a percentage of the total value of the goods sold on the marketplacE Conditions are the terms stated in the Vendor returns policy

Customer means the individuals or institutions who are eligible to buy goods on the Marketplace.

Customer Terms means the terms and conditions that customers, Vendors and bndle must comply with when purchasing goods on the Marketplace which can be found separately.

bndle is an ecommerce marketplace, bndle Ltd, a limited company with a company number is 13521264 and whose registered address is 20-22 Wenlock Road, London, England, N1 7GU

Marketplace is a website that connects Vendors and Customers at www.bndle.com

Products means the items listed on the Marketplace.

Start Date is the date on which the Vendor agrees to tick the checkbox to confirm acceptance of these Terms.

Terms refer to the terms of this agreement.

VAT is Value Added Tax.

Vendor is an approved e-commerce retailer who is permitted by bndle to sell their goods/services on www.bndle.com. Each vendor will have passed bndle’s vetting process before being accepted as a member.

Vendor Portal is the platform where Vendors can upload products, information and manage orders. The vendor portal is hosted by bndle

Vendor Handbookis a manual provided from bndle to Vendors. Within the handbook, details of processes, standards, rules and other information related to your Vendor Portal and membership are supplied for adherence. This document may be updated periodically from time to time.

Vendor Pageis the online shopfront of a Vendor where products are uploaded for sale.


2. ONLINE PAYMENT TERMS

Payments for Product(s) will be made directly by a Customer to the marketplace, following the vendor confirming the dispatch of order to us using the vendor portal. You, the vendor, must check the vendor portal every day. 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).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.

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


3. REGISTRATION AND SHOP PORTAL

For a vendor to operate and sell on the marketplace, you will need to adhere to several processes as featured below.

Additionally, you understand that your shop represents you and your business to bndle’s community and customers.

It is therefore important that you provide and list the most accurate information on your shop portal.

Process

  1. Register your account via the sign-up and vendor portal page
  2. Pass a vetting process by bndle
  3. Onboard products onto the portal unless agreed at launch (on behalf of the marketplace bndle)
  4. Ensure any content uploaded in your shop abides by bndle’s policies
  5. Product listings are up to date and any products that have ceased to be available are removed and/or marked as discontinued.
  6. List accurate and honest information on the ’About us’ section.
  7. All products are priced in GBP (Great British Pounds)
  8. Clearly state delivery times, costs, returns, refunds and any cancellation policies
  9. All photos presented are an accurate representation of the Vendor’s Products.
  10. Communications about orders between the vendor and customer should be conducted via the online messaging system, customer profile page and vendor portal. The marketplace will also act as a point of contact to facilitate communications between all parties concerned.
  11. Not encourage fee avoidance whereby purchase transactions are promoted outside of bndle’s marketplace platform. This includes sharing the vendor’s website, email address or correspondence address, or any other promotion of services outside those offered through or by bndle
  12. Abide by your shop policies
  13. That any disputes between Vendors and/or Customers shall be resolved between the parties in accordance with the Vendor’s Handbook. bndle will act as an intermediary between Customers and Vendors.
  14. That stock availability is accurate and ensures products are marked as ‘out of stock’ if necessary.

Where the Vendor has a legal responsibility to charge VAT to a Customer, the Vendor must do so in accordance with applicable law and regulation, and provide a VAT receipt to the Customer, if requested.

Vendors are encouraged to take independent tax advice to ascertain whether or not they are required to charge VAT on sales.

We may deactivate any Vendor Page and/or product listings at any time, including, without limitation, if it is determined that you have violated these Terms. For bndle to create your Vendor Page, Vendors must provide the details exactly as described in the Vendor Handbook.

Any products offered for sale through your Vendor Page on the Marketplace are not owned by the marketplace. Any products that do come under our possession for storage purposes, will be covered by the necessary insurance to the full value of the product(s). More details can be found in the vendor’s handbook.


4. OUR ROLE TO YOUR SHOP STORE FRONT

bndle reserves the right to update any elements from the Vendor Pages including product information. We reserve the right to withhold updates until the time is deemed appropriate.

An approved Vendor Page will remain published on bndle Marketplace indefinitely subject to these Terms and any termination thereof.

bndle’s role is as an intermediary role only. bndle is not a party to the agreement the customers and Vendors enter. bndle shall not be held liable for the conduct of customers and Vendors.


5. SERVICE LEVEL STANDARDS

As a seller, you must provide good customer service and maintain trust with your buyers. bndle may reach out to you if there are reports of complaints or issues raised by the customer.

When you sell on bndle, you agree to the following:

  1. Honour your dispatch and processing times. Sellers are obligated to dispatch an item or otherwise complete a transaction with a buyer in a prompt manner unless there is an exceptional circumstance. Please be aware that legal requirements for dispatch times vary by country.
  2. Respond to Messages in a timely manner.
  3. Honour the commitments you make in your shop policies.
  4. Resolve disagreements or order issues directly with the buyer. In the unlikely event that you can’t reach a resolution, bndle can intervene to support with the case.
  5. If you are unable to complete an order, you must notify the buyer and cancel the order.

6. THE ORDERING PROCESS

Accepting and Processing Customer Order

  1. The Vendor acknowledges and agrees that following the receipt of payment by Customers, and a sale notification email, it shall process and fulfill the order according to the guidelines detailed in the Vendor Handbook.
  2. The Vendor acknowledges and agrees that bndle has no responsibility for the performance of any such order, unless if bndle handles the logistics function of the order.
  3. The Vendor acknowledges and agrees that the terms and conditions relating to any such order shall comprise of the Customer Terms, any bespoke terms or policies that Vendors display on their Vendor Page, the email confirmation relating to the customer’s order and the applicable details on the relevant product page. The Vendor agrees to be bound by all such provisions.

7. COMMUNICATION WITH VENDORS

The Vendor shall ensure that it does not use either the Marketplace to interfere with another Vendor, including but not limited to:

  1. contact or message other Vendors or Customers to warn them away from another Vendor;
  2. purchasing from another Vendor for the sole purpose of leaving a negative review on their Vendor Page;
  3. creating or using a separate account to leave biased or deceptive reviews on your own products, or another Vendor’s products; or encouraging a third party to leave biased or deceptive reviews on your own products, or another Vendor’s products.

8. COMMUNICATION WITH CUSTOMERS

  1. The Vendor shall ensure that all correspondence with any Customer shall
  2. be solely for the purposes of processing and/or progressing a Customer order;
  3. Not be for sending spam, not include reviews, comments or warnings of other Vendors on the Marketplace;
  4. Not include any reference to the Vendor’s own website as stated in earlier in this document, email address, other correspondence address or any other promotion of services outside those offered through or by bndle; and
  5. not encourage buyers to purchase Products through another platform or shop that is not part of the Marketplace.
  6. Any breach of these Clauses in relation to the Order Process shall constitute a material breach of these Terms and, further, may constitute a breach of data protection legislation laws.
  7. bndle shall respond to any customer enquiries or customer complaints promptly and courteously in the first instance within one working day and shall advise the Vendor of any escalated unresolved customer enquiries as soon as reasonably practicable. If a Vendor fails to resolve a query, or similarly fails to fulfil an order in specified times, bndle reserves the right to offer a full refund to the Customer

9. RETURNS, CANCELLATIONS AND REFUNDS

Under UK law, a customer can initiate a refund if they advise of a return within 14 days of receiving goods that they want to cancel. They have another 14 days to return the goods once they have informed the marketplace. As a business, bndle and the Vendor must be able to refund the customer within 14 days of receiving the goods back. They do not have to provide a reason.

All vendors must adhere to the following process and rules:

  1. Any requests for refunds or returns filed by any Customer shall be dealt with through bndle. bndle shall initiate and process the refund in accordance with the Vendor Handbook.
  2. Customers can access a returns label via the marketplace portal, however, it is the responsibility of the vendor to supply a returns form when originally dispatching orders to the customer.
  3. If fulfillment is handled by the Marketplace, a returns label can be accessed through a dedicated portal on the Marketplace (Zig Zag).
  4. Once an item has been returned, the vendor should within 1 -2 business days inspect and either approve or reject a refund aligned with your returns policy.
  5. In the event of a return has been approved, the vendor should update the status via the marketplace portal of the approval
  6. Upon notification of the approval, the vendor agrees to refund the marketplace within a maximum 14 day period.
  7. In the event, that the returned funds are not sent back within the specified timeframe, the marketplace reserves the right to deduct monies owed from payouts generated from future sales via the marketplace.
  8. The Vendor shall be responsible to the Customer for any costs in relation to any returns, refunds, cancellations, and rescheduling, where the terms of the return policy reflect this.

10. DELIVERY AND POSTAGE

  1. Vendors must ensure that all products sold via the marketplace are properly packaged and secured to reach the customer’s destination in its original state and in an undamaged state.
  2. If you are using a delivery or fulfillment service, you are responsible for your buyers receiving their orders.
  3. Vendors shall agree to dispatch items promptly after they are sold. Prompt delivery means that you dispatch each item within 30 days of purchase unless you specify otherwise in your processing time. To maintain a positive service, bndle recommended dispatching orders within 3 days of a completed transaction.
  4. All vendors shall dispatch to the address listed on bndle’s order form.
  5. Vendors shall mark an order as dispatched after the items have been dispatched.
  6. All vendors agree to add tracking to the order via portal access on the marketplace.
  7. If an issue arises with regards to delivery, i.e., an order does not arrive, all vendors should have proof of dispatch which clearly shows your item has been dispatched to the customer’s address. You will need to raise a dispute with the courier partner that was used to ship the order.

11. DISPUTES & REVIEWS

  1. Customers can raise queries on bndle’s marketplace platform. These can be raised via the online messaging feature or via email communications. bndle will communicate with the vendor to resolve any form of dispute.
  2. The marketplace at any point may assist in any disputes including but not limited to non-delivery of Products, or delivery of Products that are not as described.
  3. bndle reserves the right to escalate a case early for circumstances such as:
    1. Vendor inactivity.
    2. Misuse of the Marketplace to mistreat and mislead the Customer; and
    3. Lack of communication with bndle after order is placed.
  4. bndle shall communicate directly with the Customer and Vendor via email to resolve any of these disputes in good faith and may require the Vendor to take necessary remedial action. bndle will not make any judgments regarding legal issues or claims.
  5. The marketplace allows customers to leave reviews on the vendor’s page. bndle does not take any liability for the content of the reviews. The vendor can respond back to any reviews and feedback to bndle.

12. THE USE OF BNDLE’S MARKETPLACE PLATFORM

  1. The Vendor fully acknowledges that the intellectual property in bndle are vested exclusively in bndle and nothing in the Terms shall be deemed to vest any rights in bndle to the Vendor.

13. VENDOR OBLIGATIONS AND AGREEMENT

  1. As the Vendor, you:
    1. Expressly acknowledge and agree that any products and content you submit on the Marketplace will be accessible by others and there is no confidentiality or privacy with respect to such content, including, without limitation, any personally identifying information that you may make available;
    2. Acknowledge and accept that any content that you upload onto the Marketplace is wholly your responsibility and you warrant that you have the necessary rights for the content that you upload on the Marketplace and any publication of said content will not infringe upon rights of any third parties (including Intellectual Property Rights);
    3. Understand that the content you upload will be monitored by bndle, and if we find that the content you upload does not comply with these Terms, that content is subject to removal by us;
    4. Understand and agree that you are responsible for complying with all applicable laws and regulations for the Products, including any required labels, product descriptions and warnings. bndle assumes no responsibility for the accuracy, labeling, or content of your listings.
    5. Offer the goods at prices no greater than those listed on your website, offices and/or catalogue.
    6. Agree that you shall not post any content which is infringing on other Vendor rights or bndle terms, offensive or threatening. If any content posted is later found to be infringing, offensive or threatening, you hereby agree to remove it immediately. If you fail to do so bndle reserves the right to remove the relevant content;
    7. Must not misuse our Marketplace by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Marketplace is stored, or any server, computer or database connected to our Website;
    8. Must not access the Marketplace unlawfully, modify or make derivative works based on the Marketplace, nor attempt to reverse engineer or access any aspect of the Marketplace including the scheduling and inventory management software program, with the intention of creating a competitive product or service, nor to copy or build any concepts, features, functions or graphics based on the Marketplace and/or its underlying software.
    9. The Vendor shall not use the Website beyond the scope of use set out in this agreement
    10. Must not breach any relevant laws, regulations, guidance and trading standards rules that apply to the sale of the Products;
    11. Must not breach any of these Terms;
    12. Must not post any threatening, abusive, defamatory, obscene, inappropriate or indecent material, or material that is invasive of another’s privacy;
    13. Must not share or otherwise upload or communicate any misleading or false information or messages of any kind;
    14. Must not use the Marketplace to intentionally deceive others;
    15. Must not copy, modify, or distribute any other person’s content without their consent;
    16. Shall maintain at all times product liability insurance and any other appropriate insurance in relation to your business, at its own expense and with reputable insurers;
    17. Must not deliberately try to circumvent paying bndle’s fees; and
    18. Must comply with any Returns and Refund policy provided in the Vendor Handbook and as stated on your Vendor Page.
  2. You indemnify bndle against any threatened or actual legal proceedings or claims issued against bndle by another person on the basis of your breach of the Terms.
    1. As a Vendor, your subscription to the Marketplace may not be shared with or transferred to another person or business. You must keep your account details secure, and you are solely responsible for all activity carried out on or through your account. If you do not take all reasonable steps to protect your account information, bndle is not liable for any losses incurred because of your account being accessed or used by someone else.
    2. Vendors are responsible for any compensation due to customers as a result of any loss or damage. bndle is not liable for any non-compliance on your part.

14. COMMISSION PROCESS

  1. When a transactional sale happens on the marketplace, bndle agrees to pay the full retail price of the product sold, minus the marketplace’s agreed commission fee. Full details can be found in the vendor handbook
  2. bndle has the right to withhold payouts if a customer has a query or complaint that is delayed due to the vendor.

15. HOW PAYMENTS ARE MADE TO YOU

  1. bndle will make payments to the Vendor via a 3rd party financial transfer provider
  2. As we work with Shopify and Transferwise to manage our payment process, the Shopify and Transferwise Terms of Service are applicable to you and by accepting these Terms you are accepting their agreement as well.
  3. As payment is processed through Transferwise, we require you to covenant that any details you are providing to us about yourself are neither fraudulent nor inaccurate and you give bndle authorisation to share such information with Transferwise
  4. All of the charges that apply are to be paid in Pounds Sterling.
  5. The Vendor and bndle acknowledge and agree that except as otherwise provided in this agreement, that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, bndle, acting as the Vendor’s commercial agent, is neither the buyer nor the Vendor of the Product(s) and is not a party to the contract of sale of product(s) between the Vendor and the Customer.
  6. Payments for product(s) will be made directly by a customer to Shopify Payments. bndle will transfer fees owed to the Vendor on the 28th of each month following a 14 day returns period. These fees will be minus bndle commission as laid out in the Vendor Handbook. The Vendor agrees that the Customer’s obligation to pay the Vendor for product(s) is satisfied when the customer validly pays on the Website for the applicable product(s). The Vendor further agrees that it 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 the vendor in the manner referred to in this clause.
  7. As bndle will be a merchant of record, the marketplace will holds the funds until the Conditions are met. By agreeing to this Agreement you give bndle permission to share your bank account details with Transferwise in order to facilitate payments. You understand and agree that bndle and Transferwise may share Your Data in order to facilitate your use of Trasnferwise.
  8. The Vendor must provide KYC information to Transferwise if requested.
  9. Payment for products by Customers through the Website will be through payment methods made available from time to time, using bndle’s current online payment processing system.
  10. The Vendor shall ensure the payment provider details are kept up-to-date and shall notify bndle of any changes on the next working day. The Vendor shall be responsible for paying any banking charges or other administrative expenses incurred by bndle as a result of any inaccuracies in any such information.
  11. Where the Vendor has a legal responsibility to charge VAT to a Customer on the total value of the products, the Vendor must do so in accordance with applicable law and regulation, and provide a VAT receipt to the Customer if requested.
  12. Vendors are responsible for collecting and paying any taxes in accordance with applicable law and regulation, associated with using and making sales through bndle

16. TERM AND TERMINATION

  1. Vendors shall be subscribed to the Marketplace for a minimum term of 6 (six) months, at which point a new rolling term of 3 months shall start automatically, unless either party gives notice of termination at least 30 (thirty) days prior to the termination, in accordance with the Terms, the Vendor Handbook and any termination provisions below.
  2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect if:
    1. the other party commits a material breach of any term of this agreement (including failure to set up and establish a Vendor Page) which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 (seven) days after being notified in writing to do so;
    2. the other party is in persistent non-material breach of any term of this agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 (seven) days after being notified in writing to do so;
    3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or it enters into a bankruptcy or insolvency situation;
    4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  3. Without affecting any other right or remedy available to it, either party may give 30 days’ notice to terminate any time after the 6 (six) month anniversary of the Start Date. In the event of bndle giving notice under this Clause, Vendors shall pay

Commission Fees until any time following the termination date that they will no longer have access to the Marketplace.

  1. Bndle reserves the right to terminate a Vendor’s contract immediately if bndle has any concern about reputational risk caused to the Marketplace and integrity of the bndle brand
  2. Following termination, bndle will remove the Vendor’s page from the Marketplace.
  3. This should not affect any rights/remedies.

17. PROMOTION AND MARKETING

From time to time bndle may run promotions on all or part of the Website or on marketing channels including but not limited to email, SMS and social media. Any such promotions shall be separate, and in addition to, any promotions operated by Vendors in their Vendor Page, in accordance with the Vendor’s Handbook. bndle shall, where relevant and applicable to the Vendor and/or its products, inform the Vendor of the nature and terms of any promotion and, at bndle’s sole discretion:

  1. bndle shall bear the costs of any such promotion; or
  2. where bndle requires the Vendor to bear the costs of any promotion, the Vendor shall inform bndle in writing whether it wishes to participate in the relevant promotion.

If bndle bears the costs of a promotion, bndle will pay the full, undiscounted sum due to the Vendor on the same day that other payments are made, in accordance with the Vendor Handbook linked here.

The Vendor shall permit, comply and co-operate with all activities undertaken by bndle to promote, sell or market the Vendor’s Products, in such form and manner as bndle in its sole discretion deems appropriate, whether directly through the Marketplace, through any offline publications produced by bndle, or through websites or offline publications not produced, owned or operated by bndle. This could include but is not limited to featured products or provision of imagery of Products purchased via the Marketplace.

The Vendor shall provide bndle with their company logo and description on the Start Date. The Vendor Logo shall be prominently displayed next to Products sold, with the text “[Name of Vendor]”


18. ACCESS AND AVAILABILITY TO THE MARKETPLACE

bndle will use all reasonable endeavors to ensure that our Marketplace is fully operational at all times. However, we do not guarantee that our Marketplace will always be available. We will not be liable to you if for any reason our Marketplace is unavailable at any time or for any period.

  1. bndle is responsible for making all arrangements necessary for you to have access to our Marketplace. You are also responsible for ensuring that all persons who access our Marketplace through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
  2. We reserve our right to restrict, suspend or terminate your use of this Marketplace or any of our services at any time if we believe, in our absolute discretion, that you have breached these Terms.

19. INTELLECTUAL PROPERTY

  1. We are the owner or the licensee of all Intellectual Property Rights in our Website (including the Marketplace and any reviews contained therein), however, you retain all Intellectual Property Rights in and to your own content. By uploading your content onto the Marketplace you hereby give bndle a non-exclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronise, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your content as reasonably necessary to provide the Marketplace and on our social media channels and for any other promotional purpose for promotion of the Marketplace and Website.
  2. Unless any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply, you agree not to otherwise reproduce, duplicate, copy, resell or in any other manner re-use or exploit any part of our Marketplace or the content on our Website unless given express written permission to do so by us.
  3. It is your sole responsibility to ensure you have all necessary rights and licenses to upload products and content to the Marketplace.

20. DATA PROTECTION

  1. In this clause, the following definitions apply:
    1. Agreed Purposes: The performance by each party of its obligations under this agreement.
    2. Data Disclosure:a party that discloses Shared Personal Data to the other party.
    3. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation (UK GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    4. Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
    5. Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement
    6. Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
  2. Contact details of customers e.g. name, address, email address and telephone number.
  3. Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
  4. Effect of non-compliance with UK Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
  5. Particular obligations relating to data sharing. Each party shall:
    1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
    2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
    3. process the Shared Personal Data only for the Agreed Purposes;
    4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
    5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
    6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
  6. not transfer any personal data received from the Data Discloser outside the UK unless the transferor:
    1. complies with the provisions of Articles 26 of the UK GDPR (in the event the third party is a joint controller); and
    2. ensures that (i) the transfer is to a country on the basis of adequate regulations pursuant to Article 45 of the UK GDPR; or (ii) there are appropriate safeguards in place pursuant to Article UK 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article UK 49 GDPR applies to the transfer.
  7. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each party shall:
    1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    2. promptly inform the other party about the receipt of any data subject access request;
    3. provide the other party with reasonable assistance in complying with any data subject access request;
    4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
    5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
    6. notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
    7. at the written direction of the Data Disclosure, delete or return Shared Personal Data and copies thereof to the Data Disclosure on termination of this agreement unless required by law to store the personal data;
    8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
    9. maintain complete and accurate records and information to demonstrate its compliance with this clause; and
    10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the UK Data Protection Legislation.
  8. Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the UK Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in Clause 14.

21. CONFIDENTIALITY

  1. The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Terms, 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, the Vendor authorises bndle (including its employees, agents and contractors) to hold and process Vendor Information.
  2. The obligations of confidentiality under the Terms shall not extend to any matter which either party can show:
    1. is in or has become part of the public domain, other than through a breach of the Terms or other confidentiality obligations;
    2. was lawfully in the possession of the recipient before the disclosure under the Terms took place;
    3. was independently disclosed to it by a third party entitled to disclose the same;
    4. was disclosed in accordance with Clause 14.1; or
    5. is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction
  3. The obligations of confidentiality under the Terms shall remain in effect for two (2) years after the termination or expiry of the Terms, however arising.
  4. Confidential Information shall include: any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, marketing plans, business plans, financials, customers, clients, suppliers, plans, operations, processes, product information, know-how, technology, designs, trade secrets or software of either party.

22. BNDLE LIABILITY

  1. The Terms within this agreement do not limit our liability for fraudulent representation, death or personal injury from the negligence of our employees.
  2. bndle is required by law to exercise all reasonable care and skill.
  3. bndle does not endorse or guarantee any product, or business of the Marketplace or make any assertions as to trustworthiness. You use the Marketplace at your own risk.
  4. bndle is not responsible for the acts or omissions of a third-party using the Marketplace. We act as an intermediary in regard to the agreement between the customers and Vendors on the Marketplace. We do not accept any liability for either party’s performance within the agreement.
  5. bndle shall not be responsible for the following:

    1. Any secondary or indirect loss, consequent to a direct damage (including loss of income), which was not reasonably foreseeable upon entering the contract;
    2. the content uploaded by you, which is defamatory, unlawful, inappropriate, abusive, offensive or threatening or in any way impeaching on another’s right which would constitute a criminal offence and give rise to civil liability or otherwise violate any other applicable law;
    3. any loss which did not result from our direct breach; and
    4. the failure to meet our obligations under this agreement where failure has occurred from events that were not in our control.
  6. The total liability of bndle under this agreement shall be limited to no more than the total commission paid to bndle by you in the last 12 months.

23. FORCE MAJEURE

  1. For the purposes of this agreement, Force Majeure Event means an event beyond the reasonable control of including but not limited to a pandemic, strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
  2. bndle shall not be liable as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.

24. NOTICE

Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be by email to [email protected]


25. NO PARTNERSHIP OR AGENCY

Nothing in the agreement is intended to, or shall be deemed to, establish any partnership or joint venture or co-owners between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.


26. THIRD PARTY RIGHTS

Unless it expressly states otherwise, 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.


27. ASSIGNMENT AND OTHER DEALINGS

  1. bndle may, after having given prior written notice to Vendors to assign its rights under this agreement to any person to which it transfers its business or that part of its business to which this agreement relates.
  2. The Vendor is not permitted to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

28. VARIATION

bndle reserves the right to make minor changes to this Agreement for business or technical reasons that will not affect your use of the Marketplace. Any material change or revision to these terms may be made by bndle with written notice and any such change to occur on 30 (thirty) day notice in advance of your next renewal date.


29. ENFORCEMENT

The Terms, including the policies and the Vendor Handbook that form part of the Terms, supersede any other agreement between you and bndle regarding the Marketplace. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms.


30. GOVERNING LAW DISPUTE RESOLUTION

  1. All disputes, differences or questions arising out of this Agreement, as to the rights or obligations of the Vendor and bndle (the “parties”), or in connection with the construction of any provisions of this Agreement, shall be referred to arbitration by a single arbitrator to be agreed by the parties.
  2. In the event that the parties cannot agree on the appointment of an arbitrator, any party may request that the President of the Law Society of England and Wales appoint the arbitrator.
  3. The arbitration shall take place in London and be in accordance with the Arbitration Act 1996 or any re-enactment or modification of the Act for the time being in force.
  4. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales and the English courts shall have exclusive jurisdiction.

31. COMPLAINTS

If any of the content posted or submitted to the Marketplace by another user makes you feel threatened, discriminated, abused or otherwise uncomfortable, or if you believe any such content is offensive or otherwise breaches these Terms, please contact us at [email protected]