1. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. By registering for or using the Services you confirm that you did not rely on any oral or written representations made by employees of Jovalink Limited and/or any of its affiliates and that you chose the service based on your own due diligence and consideration. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, children may not sign up to use Jovalink).  As part of the application, you must provide us with your (or your business’) legal name, Primary Place of Business address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Jovalink limited’s Privacy Notice.  

2. Service Fee Payments

Fee details are described fully in the applicable Service Terms and Programme Policies.  You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you may be required to provide Jovalink Limited with valid credit card information from a credit card or credit cards accepted by Jovalink Limited (“Your Credit Card”). You will use only a name you are authorized to use in connection with a Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete.  You authorize Jovalink Limited (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), and to charge Your Credit Card or debit any of your payment account(s) held with Jovalink Limited, where applicable, for any sums payable by you on Jovalink (in reimbursement or otherwise). If you registered for Selling on Jovalink, all payments to you in relation to the Jovalink Site will be made in accordance with the User Agreement. In addition to charging payable sums to Your Credit Card, you authorize Jovalink Limited to choose instead to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt.  Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. 

3. Term and Termination

The term of this Agreement will start on the date of your completed registration for use of a Selling Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Selling Service immediately on notice to us via email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Jovalink Limited’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means sent to you individually, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Any suspension will last until you have provided satisfactory evidence that you have cured its cause and implemented the necessary changes except in case of suspension based under (b) or (c) above where we terminate or may not reinstate in light of the initially deceptive, fraudulent or illegal activity or harm. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (e) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (f) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 15 and 17 of these General Terms survive.

4. Licence

You grant us a royalty-free, non-exclusive, worldwide, right and licence for the duration of your original and derivative intellectual property rights to use, any and all of Your Materials for the Services or other Jovalink Limited product or service; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

5. Representations 

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the laws of the United Kingdom; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations its grants hereunder; (c) any information provided or made available by one party to the other party or its affiliates is accurate and complete, and it will promptly update such information as necessary to ensure it at all times remains accurate and complete, (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority and (e) it will comply with all applicable Laws in  performance of its obligations and exercise of its rights under this Agreement.

6. Indemnification 

6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless Jovalink Limited, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable laws; (b) Your Products, including the offer, sale, refund, cancellation, return, or adjustments thereof, and any personal injury, death (to the extent the injury or death is not caused by Jovalink Limited), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or, based on specific indications, alleged breach of any representations you have made.

6.2 Jovalink Limited indemnification obligations. Jovalink Limited will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Jovalink Limited non-compliance with applicable laws; or (b) allegations that the operation of a Jovalink store infringes or misappropriates that third party’s intellectual property rights.

6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

7. Limitation of Liability 

Both parties are only liable for damages suffered as a result of willful misconduct or gross negligence.  In case of minor negligence, the parties are only liable for (a) injury to life, body, or health; or (b) foreseeable typically occurring damages resulting from the breach of a fundamental contractual obligation.

8. Insurance

If the gross proceeds from sales of Your products processed through Jovalink exceeds the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with Jovalink with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with Jovalink, including products liability and bodily injury, with policy (ies) naming Jovalink limited and its assignees as additional insureds.  At our request, you will provide to us certificates of insurance evidencing the coverage required by this Section 8.

9. Tax Matters

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) Jovalink limited automatically calculates, collects, or remits taxes on your behalf according to applicable law. You agree to and will comply with the tax policies listed under any Programme Policies. All fees and payments payable by you to Jovalink limited under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Jovalink limited any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

You agree to accept electronic invoices from Jovalink limited in a format and method of delivery as determined by us.

10. Self-billing 

In the event that we purchase any of Your Products, you agree that Jovalink limited may issue self-billed invoices on your behalf for the period from the date on which you have agreed to allow Jovalink limited to buy Your Products until the date on which this Agreement is terminated by us or you. Self-billed invoices will contain any information that we determine is required to issue a VAT-compliant invoice under the applicable Law. Jovalink limited may retain this information and use it as required by Law. You must notify us immediately if you (i) are aware of any additional information that needs to be provided to the self-billed invoices to comply with the applicable Law, (ii) cease to be registered for VAT, or (iii) change your VAT registration number. Self-billed invoices will be issued in the currency of Jovalink. Each self-billed invoice will be considered accepted if you do not reject it within 30 days from the date of issue. You agree to not raise separate sales invoices for the transactions covered by a self-billed invoice.

11. Confidentiality and Personal Data

11.1 During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Jovalink limited’s exclusive property except for customer personal data; (b) you and your affiliates will use Confidential Information only as is strictly necessary for your participation in the Services; (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party except as required to comply with applicable law; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is strictly necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.  You may not issue any press release related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) not covered by a Trademark Usage Guidelines published by us, or by our advance written permission.

11.2 Unless specified in a Programme Policy, we act as an independent or joint controller of any customer personal data collected via the Services, depending on the purpose for the collection of the data. Unless specified in a Programme Policy, you are independent controllers of the customer personal data (including contact information) that you process to fulfill orders, provide associated services to customers, or comply with applicable law, and you shall only process customer personal data for the specific purposes above. 

11.3 Notwithstanding any additional obligations contained in this Agreement, or applicable Acceptable Use Policy, or Privacy Policy, when processing customer personal data, you must: (a) comply with your obligations under applicable data protection law; (b) keep customer personal data confidential at all time (the above 5 years’ term limit does not apply to customer personal data); (c) implement and maintain physical, technical and organizational measures to protect customer personal data against any personal data breach which are commensurate with the nature of personal data; (d) notify us without undue delay after becoming aware of a personal data breach and take appropriate measures to address the personal data breach, including the remediation efforts necessary to rectify and prevent a recurrence of the breach; (e) provide us prompt assistance as we may reasonably request to meet our obligations under applicable data protection law; and (f) be responsible for providing notice to data subjects in respect of the customer personal data (where required under applicable data protection law) and responding to data subject requests in accordance with applicable data protection law.

11.4 For the purpose of this Section 11, “Restricted Transfer” shall mean the transfer of customer personal data from the United Kingdom (UK) to another country or from the European Economic Area (EEA) to another jurisdiction outside of the EEA and such a transfer is not on the basis of an adequacy decision. To the extent that we transfer any customer personal data to you and such transfer constitutes a Restricted Transfer, then you and we acknowledge and agree that such a transfer, with you as the data importer and us as data exporter, will be subject to the EU Standard Contractual Clauses set forth in the Programme Policies and where the processing of the customer personal data is subject to the applicable data protection law in the UK. You shall not make a Restricted Transfer unless such transfer is subject to a lawful transfer mechanism.

12. Force Majeure. 

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties

13.1 You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Jovalink limited is not an auctioneer, neither is it an intermediary between the buyer and the seller. You will have no authority to make or accept any offers or representations on our behalf.  You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.  This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any Person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions of this Agreement are intended to be and are for the sole and exclusive benefit of Jovalink limited, you, and relying customers or sellers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use.

13.2 In providing the Services we are subject to certain legal requirements to report information regarding your account to tax or other government authorities. Examples of such information include your identification information, bank account details, and your transaction history. You expressly instruct us to disclose such information to relevant government authorities and to other Jovalink limited legal entities as required by law, including in cases where other Jovalink limited entities are required to collect such information in order to comply with applicable law. You acknowledge that any such transfer of information furthers the business relationship between you and us for the purposes of your use of the Services, and that we may be prevented from providing the Services if we do not, or if we are unable to, share relevant information regarding your account as required by law.

14. Suggestions and Other Information

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to Jovalink (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights.  In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

15. Modification

We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.

However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.

Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3. 

16. Password Security 

You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password.  If your password is compromised, you must immediately change your password. 

17. Miscellaneous

The laws of the England govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute relating in any way to your use of the Services or this Agreement will be adjudicated in the courts of England non-exclusively. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.  Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Jovalink limited, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Jovalink limited as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. 

Jovalink limited retains the right to immediately halt any Transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies.

The authentic language of this Agreement and subsidiary or associated documentation is English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail. 

Jovalink limited will provide notice to you under this Agreement by sending you an email notification or by similar means sent to you individually. You must send all notices and other communications relating to Jovalink limited to our Support team via email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. You may change your e-mail addresses by updating your information.  You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.  

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.  This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.