THE USER AGREEMENT AND TERMS & CONDITIONS FOR VENDORS OF LOCALLYUK.COM LIMITED.  

The Terms and Conditions provided for visitors to our website can be found here, and set out guidelines that must be adhered to by you as the seller, as well as the terms and conditions beneath.  

Operating Procedures Customer Agreement 
Issue 01 LocallyUK.com Limited, having its registered office at 3 Portcullis Drive, Wallingford, Oxfordshire, OX10 9LY, Company Number 11839796 
(hereinafter referred to as “Locally UK”, “we”, “our”) 
And YOU 
(hereinafter referred to as “the Customer”) 
Summary This Agreement sets out the framework and terms on which the Customer will purchase and we will supply software and services as agreed from time to time and in relation to our e-commerce website and software (hereinafter referred to as the “Software”). 
The Customer has agreed to these terms and conditions. THEREFORE, the Customer and Locally UK hereby agree and declare as follows: – (ONE) We will provide, and carry out, if selected, appropriate customisation work of, the Software as agreed to the Customer. This will, where described, include installation and import of the product database and user training (hereinafter referred to as the “Works”). (TWO) We will endeavour to have the Works completed within 4 weeks of the initial customisation fee (the “initial fee”) being paid subject to clause 3 below. (THREE) An initial fee of £ (your selected sign up option fee), will be paid by the Customer to Locally UK following which all sales and services processed via Locally UK will incur the relevant commission charges. Payments that are NOT processed immediately will be billed monthly. The monthly payment will be subject to Clause 2 of the Terms and Conditions. (FOUR) The Works and this Agreement will be subject to the Terms and Conditions annexed and signed as relative hereto.  

Terms and Conditions  

Summary  

Our platform has been designed with the aim to support small independent businesses. We offer small businesses the chance to create additional online exposure, and act as a vehicle for online sales and transactions. Each business is responsible entirely for their own storefront and listings, as well as order fulfilment, processing and refunds. We will not allow the sale or advertisement of anything illegal, or deemed by us to be inappropriate, but accept no responsibility for any items or services of that nature that may reach the live site without our knowing. You, as the customer, agree to use the platform for the benefit of your business and community, without attempt to break the law, mislead or defraud any person/persons. We may remove your account at any time, without prior notice, should we be made to believe the use against the law, inappropriate or fraudulent. Thank you for obeying our rules – Locally UK  

  1. Initial Fee 

The initial fee payable under the contract is due immediately as processed via our website. We reserve the right not to begin the Works until the said initial fee has been cleared in full. The initial fee in the contract does not include any subsequent monthly payment, the cost of domain registration, hosting set up fee or hosting or any other service unless otherwise specifically agreed. The initial fee is exclusive  

  1. Charges 

All transactions processed via Locally UK will incur the following charges. 7% + 20p per transaction. This fee includes any payment processing charges and is subject to change at any time. We will notify you by email/in writing 7 days prior to any increase. Funds for purchases aim to be in your Stripe account immediately and are transferred to your bank account within 3-5 working days, less the transaction fees. You will have full control over pay-outs via Stripe. If your account is not connected, Locally UK will receive the transaction funds. We will then transfer these funds on a monthly basis, less the fees we have incurred. Additional Options stated in clause 4, will be paid immediately via our website. As a registered business using our delivery service, we will invoice you on a monthly basis for deliveries booked. Funds will be taken from the payment method on file. If that is not possible, an invoice will be raised and payment will be due within 21 days.  

  1. Requirements. 

The customer must actively update stock and products on the website, as well as be able to fulfil orders. The customer agrees to display our Logo at their premises, and on any packaging used to ship any order (packaging can be provided by us at an additional cost). The customer also agrees, where possible, to display a link to their storefront on Locally UK on their own website and social media accounts. The customer agrees to process transactions for products and services via our website at point of sale. There will be no option for differed payment to avoid processing fees, unless the customer has subscribed to our advertising package. If you list products or services that do not include a payment process (for example “Free Quotation”), you must be subscribed to our minimum advertising package. If we feel you are abusing the site or trying to avoid payment processing or subscription fees, we will remove/not publish items to the website. Pricing for products and services must be seen to be equal or fair in comparison to other sales avenues. Descriptions, order fulfilment and processing are the sole responsibility of the customer. The customer agrees to meet the regulations and guidance regarding our website terms and conditions (link above).  

  1. Advertising packages 

The Customer can choose to subscribe to our advertising options. All are subject to a minimum one-year contract. Payment will be taken at point of booking and repeated each month until cancelled. Repeat payments will be taken via the same payment method as the first payment. The amount due under clause 2 shall be dependent on the selected additional advertising package. Full details of these packages and the amounts due for each are on our Subscription Page when available. Any sales made via Locally UK will incur the relevant charges. If your commission charge exceeds your monthly advertising fee, we will refund the monthly fee.  

  1. Completion 

On completion of the Works, the Customer will be notified and have the opportunity to review it. The Customer should inform Locally UK in writing, within seven days of being notified of completion, of any unsatisfactory points/issues or any problems in the Works. Any of the Works that has not been reported in writing to us within the seven-day period will be deemed to have been approved. Once approved, or deemed approved, work cannot be subsequently rejected, and the Works will be deemed to have been completed.  

  1. Late payment 

If any payment has not been received by the due date, Locally UK has the right to suspend on-going work or membership for the Customer, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Locally UK has the right to replace, modify or remove the Membership, or any other provided product, and revoke the Customer’s access to the Software until full payment has been received. None of these actions remove the Customer’s obligation to pay any outstanding monies owing.  

  1. Liability 

Locally UK will be not be responsible or liable for any damage resulting from the loss of or use of data, lost profits, lost anticipated profits or savings, misuse of software or for any damages that are an indirect or secondary consequence of any act or omission whether such damage were reasonably foreseeable or actually foreseeable. The Customer should ensure that data on their site is regularly backed up and updated, and that a contingency plan is in place to minimise possible losses as a result of software failure. Both Parties agree that the limitations and exclusions of liability set out in this clause are reasonable and have been agreed considering the commercial value of this Agreement to each party and the commercial standing of each party. All liability that is not expressly assumed in this Agreement is hereby excluded. These limitations will apply regardless of the form of action, whether under statute, in contract, delict or any other form of action. Nothing in this agreement shall exclude or limit liability for fraudulent misrepresentation. The customer agrees to adhere to all conditions stated on our website terms and conditions and accepts that full responsibility of order fulfilment lies with the vendor. We simply act as a vehicle. We are not responsible for handling any refunds or returns. We will simply make the relevant transaction refunds where required.  

  1. Customer obligations 

The Customer shall:  

8.0 Package all goods appropriately if delivery is required. We will not be responsible for any losses or damage during transit. We will endeavour to complete delivery as instructed, but offer no guarantee; 
8.1 Make available to Locally UK, free of charge, such computer facilities, offices and services that are necessary to enable Locally UK to carry out its obligations under this Agreement; 
8.2 Ensure that its employees and other contractors (if any) co- operate reasonably with Locally UK and its employees in carrying out the Works; 
8.3 Promptly furnish Locally UK with such information or documents as it may reasonably request for the proper performance of its obligations under this Agreement;  

  1. Proprietary Rights 

The Intellectual Property Rights in the Software (including the source and object code) and any associated documentation shall be and remain vested in Locally UK. Any offers and/or proposals made by Locally UK to potential clients should be treated as trade secrets and remain the property of Locally UK. Such offers and/or proposals, or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Locally UK. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information regarding the Works, Software and/or any other Locally UK product or service offered.  

  1. Entire agreement 

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and, together with any Schedules if any, constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However, the obligations of the parties under any pre-existing no disclosure agreement shall remain in full force and effect insofar as there is no conflict between the same. The Customer confirms that they have not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.  

  1. Termination 

The Customer may terminate this Agreement after an initial 12-month period, by giving at least 30 days’ clear prior written notice to Locally UK. If the subscription is cancelled online before the end of the contract, we will invoice you for the full amount due for the remainder of the contract (if unsettled). This will be due in full within 30 days of the cancellation date. The Developer may terminate this Agreement forthwith on giving notice in writing or by email to the Customer if the Customer commits any serious breach of any term of the Agreement or if the Customer permanently discontinues use of the Software. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights of liabilities of either party nor shall it effect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come in force on or after termination.  

  1. Data protection 

The parties hereby undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation insofar as the same relates to the provisions and obligations of this Agreement.  

  1. Agency, partnership 

This Agreement shall not constitute or imply any partnership, joint venture, agency fiduciary relationship or other relationship between the parties other that the contractual relationship expressly provided for in this Agreement.  

  1. Amendments. 

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing by a duly authorised officer or representative of each of the parties hereto.  

  1. Force Majeure 

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a period of more than six months, either party may terminate this Agreement by written notice to the other party.  

  1. Severance 

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent require be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of, or the validity or enforcement of this Agreement.  

  1. Successors and assignees 

This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.  

  1. Costs 

Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.  

  1. Proper Law and jurisdiction 

This Agreement and all matters arising from it and any disputes arising from said Agreement shall be governed by and construed in accordance with the Laws of England and Wales notwithstanding the conflict of law provisions and other mandatory legal provisions save that: 
19.1 Locally UK shall have the right to sue to recover its fees in any jurisdiction in which the Customer is operating or has assets; and, 
19.2 Locally UK shall have the right to sue for breach of its intellectual property rights and other proprietary information and trade secrets, whether in connection with this Agreement or otherwise, in any country where it believes that infringement or a breach of this Agreement relating to said intellectual property rights is taking place. For the avoidance of doubt the place of performance of this Agreement as agreed by the parties is to be England.  

  1. Schedules 

The provisions of Schedule(s) A…. to this Agreement shall form part of this Agreement as if set out here. 

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