Sellers Terms & Conditions

 INTRODUCTION

These terms and conditions (the “Conditions”) apply between you (the “Seller”) and Mayfli Ltd (“we”, “us”, “Mayfli”) in connection with the provision of the Service to you by us.

It is important that you read and understand these terms and conditions before agreeing to them.

Mayfli shall be entitled to amend the Conditions, the Charges or all or any of them from time to time by posting such amended versions of them on the Mayfli Website. The Seller acknowledges that it is its responsibility to check the Mayfli Website on a regular basis to make and keep itself aware and notified of any changes made by Mayfli to the Conditions, the Charges or all or any of them.

DEFINITIONS

In these Conditions, the following words shall have the following meanings only and shall not affect the interpretation or construction of the Conditions:

"Application Form" means the form accessible on the Mayfli Website to a prospective Seller which must be completed and agreed by the prospective Seller as a part of the application process.

“Cancellable Product” means any Product other than a Non-Cancellable Product.

"Charges" means the charges detailed in clause 11 of these Conditions and notified to you by Mayfli in writing.

"Conditions" means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions.

“Confidential Information” means any information that would be regarded as confidential by a reasonable businessperson relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party.

"Customer" means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from the Seller through the Online Marketplace;

"Customer Feedback" means any and all information provided to us by a customer via our customer feedback service regarding any goods and/or services provided by the Seller in respect of a particular transaction with that Customer (including in respect of any communications with the Seller), which may include any opinions about the Seller.

"Customer Terms" means the terms and conditions relating to a customer.

"Documentation" means any user guide, information or other material provided by Mayfli to prospective or existing Sellers, in hard copy or electronic form, relating to the Service.

"IPR" means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;

"Online Marketplace" means the online marketplace provided by Mayfli through the Mayfli Website to facilitate the promotion and sale of Sellers' Products.

"Policies" means any policy (including any guides relating to content and style) which may be notified and made available to the Seller by Mayfli through the Seller Dashboard or any other means from time to time.

"Products" means the goods, services or information that Sellers wish to promote and sell through the Online Marketplace.

“Product Page” means the particular web page on the Seller’s shop on which an individual Product is displayed and the relevant information relating to that Product is provided.

“Response” means a response by the Seller to any Customer Feedback.

"Returns & Refunds Procedures" means the procedures set out in the ‘Services Standards’ section of these Conditions or as may be updated by Mayfli from time to time and displayed within the Customer Terms.

"Seller" means a person whose application to the Online Marketplace has been accepted by Mayfli, and who sells its Products through the Online Marketplace.

"Seller Information" means information, data or content provided by the Seller in any form or medium, whether or not such information is owned by the Seller, contained in the Application Form, uploaded to the Seller’s Shop or given by the Seller to Mayfli for whatever purpose, whether directly or on the Seller’s behalf.

"Seller Dashboard" means the content and order management system provided by Mayfli to each Seller for management of its shop pages and associated transactions.

"Service" means the Online Marketplace and other services provided by Mayfli, as further described in these Conditions.

"Services Standards" means Mayfli' policy on the levels of service to be provided by Sellers to prospective and existing Customers.

"Shop" means an area of the Online Marketplace dedicated for use by the Seller to promote itself and its Products.

"Software" means any software installed by or on behalf of Mayfli that permits Sellers to access and trade through the Online Marketplace;

"Value Added Tax" means value added, sales or services tax, or any similar tax imposed in any jurisdiction;

"Virus" means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;

“Working Day” means any day other than a Saturday or Sunday on which banks are open for business in London.

"Mayfli" means Mayfli Ltd (a company incorporated and registered in England and Wales with company number 13066295) whose registered office is at: 1Wyatt Court, Newcastle Upon Tyne, NE13 6BF.

"Mayfli Website" means http://www.mayfli.co

"Mayfli.co" means the trading name of the Mayfli Website;

TERM AND TERMINATION

 The term of these Conditions (the “Term”) shall commence after:

Mayfli has received an Application Form from the prospective Seller completed to the satisfaction of Mayfli; and

Mayfli has notified the prospective Seller in writing of its acceptance of the Seller’s Application Form. It shall be entirely at the discretion of Mayfli whether or not to accept a Seller’s Application Form.

Without prejudice to either party's right to terminate the Conditions under the remainder of the term, these Conditions shall continue in force unless and until either party notifies the other in writing of account closure.

Mayfli may immediately suspend provision of the Service or terminate the Conditions without liability to Mayfli by notifying the Seller in writing if.

the Seller commits a material breach of the Conditions (including a material breach of any of the Policies) and, if capable of remedy, fails to remedy the breach within fourteen (14) days of a written notice to do so.

the Seller fails to pay any Charges payable to Mayfli within 7 working days of its due date for payment under these Conditions.

the Seller is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Seller; or

in Mayfli s' sole discretion, a Seller's eligibility or suitability to be listed on the Online Marketplace, or otherwise receive the Service, changes.

Notwithstanding any such termination or suspension in accordance with the foregoing clause.

the Seller shall pay Mayfli all Charges due up to and including the date of suspension or termination; and

termination of this agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.

THE SERVICE PROVIDED BY US

 Following commencement of the Term, Mayfli will:

provide a password so that the Seller may update their Shop whenever such functions are made available by Mayfli.

provide the Service with reasonable skill and care; and

use reasonable endeavours to restore any faults in the Service as soon as reasonably practicable. The Seller acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside Mayfli control, and that it is technically impossible to provide the Service entirely free of fault at all times.

Mayfli reserves the right to revise or alter the Service at any time. Any variation in the Service will be subject to the Conditions.

The Online Marketplace provides a platform to allow Sellers to offer and sell their Products directly to Customers. In doing so, the Seller authorises and appoints Mayfli as its commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between the Seller and Customers via the Mayfli Services and Mayfli accepts this appointment on the terms of these Conditions. As part of this process:

any contract to sell and buy Products is made only between the Seller and Customer concerned and Mayfli is not a party to any such contract.

Mayfli facilitates the negotiation of the sale of Products between Customers and Sellers through the use of the Seller Dashboard and e-mail communication services operated and managed by Mayfli, together with the Mayfli Services that contribute to increasing the Seller’s goodwill, promote the Seller’s Products and generally encourage Customers to place order with Sellers.

Mayfli does not systematically review listings provided by users of the Mayfli Website;

Products offered for sale through the Mayfli Website are neither owned nor come into the possession of Mayfli at any time.

The Seller hereby acknowledges that Mayfli has sole and complete discretion whether to invite or select prospective Sellers to subscribe to use of the Service.

The Online Marketplace provides a system of Customer Feedback, which may be obtained and/or facilitated by a third party service provider selected by Mayfli (the “Third Party”). By using the Online Marketplace and Service the Seller agrees that:

Mayfli and/or the Third Party may, in its discretion, post on the Seller’s relevant Product Page and on the Third Party website any and all Customer Feedback relating to the transaction in question for a period of up to two (2) years after Mayfli and/or the Third Party receives such Customer Feedback;

Following the provision of any Customer Feedback, Mayfli shall make such Customer Feedback available to the Seller via the Seller Dashboard. The Seller may submit a Response to any negative Customer Feedback via the facility provided by Mayfli on the Seller Dashboard, and Mayfli and any Third Party will display any such Response with reasonable prominence and proximity to the corresponding Customer Feedback.

The Seller will ensure that any Response is true and accurate and not misleading in any way and does not contain any material that may be construed as offensive, defamatory or unlawful.

Mayfli may, in its sole discretion and in accordance with the applicable terms and conditions of any Third Party elect to amend, or not to post, any Response that Mayfli and/or the Third Party consider, in their sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.

F. Mayfli may from time to time introduce a Seller to third parties with whom special terms have been arranged unique to Sellers. Any contract entered into between Sellers and any such third party is concluded directly between the Seller and the third party concerned and, except as expressly set out in these Seller Terms, Mayfli cannot be involved in the fulfilment or liability for any such contracts.

 YOUR OBLIGATIONS

 The Seller warrants that:

it is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or the Republic of Ireland; and

it has a trading (operating) address in the United Kingdom or the Republic of Ireland.

The Seller hereby undertakes to:

establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device;

ensure that at all times all computer hardware and software it uses to access and interoperate with the Online Marketplace is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and

to ensure that information supplied electronically to Mayfli and to the Mayfli Website is submitted free from Viruses;

Mayfli has no responsibility for the provision, support and maintenance of any of the Seller's hardware or software used to provide the Seller with access to the internet or the Mayfli Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Seller.

SECURITY

The Seller:

 is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Shop (which responsibility shall include the obligation to change passwords on a regular basis);

shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;

shall inform Mayfli immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;

shall inform Mayfli immediately if the Seller forgets or loses a password and must satisfy such security checks as Mayfli  may operate in order to obtain a new password; and

shall ensure that the Seller Dashboard and its content remains entirely confidential, and that no other person beside those in the Seller's employment has sight of the Seller Dashboard or any of its content.

Mayfli reserves the right:

to suspend access to the Service if at any time Mayfli considers that there is or is likely to be a breach of security, in which event Mayfli will notify the Seller of the suspension and any steps to be taken by it as soon as reasonably practicable; and

to require the Seller to change any or all of the passwords used by the Seller in connection with the provision of the Service and access to the Shop, in which event Mayfli will notify the Seller of the requirement to change passwords and any further steps to be taken by the Seller as soon as reasonably practicable.

YOUR SHOP

 Mayfli has absolute discretion as to the look, feel and content of the Mayfli Website (including all Shops) as well as full and final say in the inclusion, positioning, location and all other presentation of Seller Information (including in Mayfli ' sole discretion the right to remove any Seller Information from the Mayfli Website at any time during the Conditions Term), and reserves the right to remove any Product from the Mayfli Website at its sole discretion.

QUALITY PRESENTATION

ensure that its Shop maintains a high standard of presentation and at all times accords with any applicable guidelines notified to it from time to time by Mayfli, including in relation to the form and content of copy and product imagery;

comply with reasonable instructions from Mayfli concerning its Shop.

any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. Mayfli reserves the right, in its sole discretion, to de-activate the Seller’s Shop until standards have been improved.

SELLER AND PRODUCT INFORMATION

The Seller shall ensure that all Seller Information provided about itself and the Products on its Shop is and remains true, accurate, current and complete;

Without prejudice to the Seller's obligation to comply with any Policies, the Seller undertakes and agrees that none of its Seller Information nor any of the Seller's activities or use of the Mayfli Website (including its use of its Shop), will:

be false, inaccurate or misleading;

be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;

be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party's IPR, or other proprietary rights or rights of publicity or privacy;

be fraudulent or involve the sale of counterfeit or stolen items;

be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, tax, consumer protection, advertising and requirements of Trading Standards);

be in breach of the Policies;

adversely affect the reputation of Mayfli or the Mayfli brand;

create, or be likely to create, liability for Mayfli or cause Mayfli to lose (in whole or in part) the services of its internet service or other suppliers;

contain any Virus; and

cause the Mayfli Website or the Online Marketplace or their functionality to be interrupted, damaged or impaired in any way.

Sellers may amend and update information about their Products displayed on the Online Marketplace and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies.

STOCK INFORMATION

The Seller shall accurately display stock availability for all Products and shall update such stock availability regularly using the 'inventory’ and ‘availability’ options on the Seller Dashboard.

PRICING

The Seller's prices must be fully inclusive of all taxes and additional charges. The only exception to this is postage and packing which, if such charges apply in accordance with the Standards of Service, the Seller will show separately and in accordance with the Standards of Service.

If the Seller is VAT registered, the Seller should set the VAT rate at the level which is currently in force in the UK with respect to the Seller's Products.

The Seller is solely responsible for ensuring that it fully complies with current VAT regulations and accounting for VAT correctly.

The Seller has complete discretion over how it wishes to price its Products however the prices on Mayfli must not exceed the retail prices available on the Seller's own website or other channels where the Seller sells directly to consumers.

PRODUCT LISTING AND CATEGORISATION

The Service allows Sellers to offer their Products on the Mayfli Website as part of an 'always on' detailed electronic online catalogue containing categories and sub-categories, so that Sellers may display each Product in the most appropriate category, and with Product information, pictures and promotions uploaded by them.

The Seller shall ensure that each of the Seller's Product listings contains all the information required by a Customer to make a purchase.

COMPLIANCE WITH LAWS

The Seller shall comply at all times with all applicable laws, regulations and Trading Standards requirements in respect of the manufacture, packaging, marking, certification and delivery of the Products it sells.

Where required by applicable laws and regulations, appropriate instructions shall be included with the Product to ensure the safe use of the Products.

Products promoted on the Mayfli Website that are perishable or edible may not be delivered to any address outside of the UK.

The Seller shall inform Mayfli as soon as reasonably practicable upon becoming aware of any claim against Mayfli or the Seller arising out of or in connection with any defect in its Products, or any failure by the Seller to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.

The Seller shall maintain at all times, at its own expense and with reputable insurers appropriate insurance in relation to its business. The Seller shall, upon written request from Mayfli, provide Mayfli with any information it reasonably requires concerning the scope of such insurance together with any relevant certificates of currency.

SUSPENSION OF SERVICE

Mayfli may immediately suspend or terminate the Seller's subscription and use of the Service in the event Mayfli reasonably believes or suspects that any Seller Information does not comply with the provisions of this clause.

THE CONTRACT OF SALE

The Seller acknowledges and agrees that following acceptance of an order through the Seller Dashboard, such an acceptance is also deemed to be an irrevocable instruction by the Seller to Mayfli to conclude a contract of sale between the Seller and the Customer. The contract of sale between the Seller and the Customer is concluded when Mayfli (acting as the commercial agent of the Seller) sends an order confirmation email to the Customer, and Mayfli has no responsibility for the performance of any such contract.

The Seller acknowledges and agrees that the terms and conditions relating to any such contract shall comprise of the Customer Terms, the email confirmation relating to the Customer's order and the applicable details on the relevant Product page. The Seller agrees to be bound by all such provisions.

PROCESSING CUSTOMER ORDERS

Mayfli shall notify the Seller by email of any order awaiting acceptance by the Seller. The Seller acknowledges that Mayfli does not warrant the reliability of email communications and the Seller must check the Seller Dashboard daily for alerts of new orders.

Following receipt of such notification the Seller shall, within a maximum of one (1) Working Day, and as a matter of best practice within twenty four (24) hours, confirm its acceptance or rejection of each and every order, using the Seller Dashboard by changing the order status to Processing (acceptance of the order) or Declined (rejection of the order) or Back Ordered (accepted with a dispatch delay). The Seller shall use its best endeavours to accept every order.

Following acceptance of an order through the Seller Dashboard, the Seller shall:

fulfil the Customer order as soon as reasonably practicable;

confirm to the Customer the time of dispatch by updating the order status to Dispatched;

dispatch the Customer order to ensure that it reaches the Customer within the delivery timelines advertised on the relevant Product page for the shipping method that they have paid for and/or in accordance with any subsequent correspondence with the Customer;

notify the Customer promptly through the Seller Dashboard at each of the following stages:

i. receipt of order notification;

ii. dispatch of an order;

iii. any enquiries relating to the order;

iv. receipt of an item that has been returned to the Seller; and

The Seller shall include with all orders the appropriate Mayfli dispatch letter/ packing slip, and such additional documentation or material as may be required and/or provided by Mayfli.

COMMUNICATION WITH CUSTOMERS

The Seller shall ensure that any and all correspondence with any Customer shall:

The Seller shall respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance through the Seller Dashboard, and shall advise Mayfli of any escalated unresolved Customer enquiries as soon as reasonably practicable.

 YOUR USE OF THE SELLER DASHBOARD

 The Seller shall not: 

use the Seller Dashboard or Mayfli Website beyond the scope of use set out in these Conditions;

access the Seller Dashboard unlawfully, modify or make derivative works based on the Seller Dashboard nor attempt to reverse engineer or access the Seller Dashboard with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the Seller Dashboard. The Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that Mayfli shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause.

The Seller fully acknowledges that the IPR in the Seller Dashboard are vested exclusively in Mayfli and nothing in the Conditions shall be deemed to vest any rights in the Seller Dashboard in the Seller.

 YOUR BEHAVIOUR AND CONDUCT

 The Seller shall conduct itself at all times in its relations with Mayfli and Mayflis' staff, Customers and other Sellers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any channel be tolerated and Mayfli reserves the right to immediately suspend a Seller's Shop and/or terminate the Conditions in the event of any breach by the Seller of this clause.

MAYFLI' IPR

i. The Seller recognises that the IPR in the Mayfli name, logo or branding are owned entirely by Mayfli, and agrees that it may only use the Mayfli name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of Mayfli.

All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of Mayfli or its licensors as appropriate.

Any IPR created by Mayfli in the course of the performance of these Conditions or otherwise in the provision of the Service shall remain the property of Mayfli.

Mayfli hereby grants to the Seller a non-exclusive, non-transferable revocable and limited licence for the duration of the Conditions only to use any Software or Documentation for the sole purpose of accessing and using the Service. Subject thereto, nothing in the Conditions shall be deemed to have given the Seller a licence or any other right to use any of Mayfli ' IPR.

The Seller may not bid on the Mayfli Website name, Mayfli brand or brand name, or variations of them, on Google or any other search engines.

IPR IN AND RELATING TO YOUR PRODUCTS

The Seller warrants that:

it is the legal beneficial owner of all of the IPR in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to Mayfli, and/or that it possesses a valid licence to use any and all such IPR; and

the making of Products available for sale on the Online Marketplace, and consequent use of the Seller’s IPR by Mayfli will not infringe any IPR owned by any third party, and there is and will be no claim against Mayfli by any third party arising in relation to the use of such IPR;

all items offered for sale by the Seller are not replica or design copies of any other brand, designer or manufacturer.

The Seller permits Mayfli to access and use any content that appears on the Seller's Shop or in any other promotional material in Mayfli's own editorial content or promotional activity relating to the Seller, its business and Products.

The Seller shall indemnify and hold Mayfli harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any in respect of any claim or action that the normal operation, possession or use of those IPR by Mayfli infringes a third party's rights ("IPR Infringement Claim").

In the event of an IPR Infringement Claim the Seller shall forthwith make without charge to Mayfli such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing.

USE OF YOUR INFORMATION

The Seller grants to Mayfli a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use, disclose and distribute any information (including Seller Information), data, comments or images provided by the Seller to Mayfli for any purpose. The Seller hereby waives their rights to be acknowledged as the author of their Seller Information and to object to the use, in whatever form, of their Seller Information by Mayfli.

CHARGES

The Seller shall pay any and all Charges in accordance with these Conditions.

The relevant Charges shall be as notified to the Seller and updated by Mayfli from time to time in accordance with these Conditions.

Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.

The Seller shall make all payments to Mayfli due under the Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.

If any sum due from the Seller to Mayfli under these Conditions is not paid on or before the due date for payment, then all sums then owing by the Seller to Mayfli shall become due and payable immediately and, without prejudice to any other right or remedy available to Mayfli, Mayfli shall be entitled to:

cancel or suspend its performance of the Conditions or any order, including suspending provision of the Service, until arrangements as to payment or credit have been established which are satisfactory to Mayfli; and

charge the Seller the cost of obtaining judgement or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

ACCOUNT FEES

The Account subscription fee will be paid monthly via direct debit from the sellers bank account.

The Transaction Fee is charged to the seller's Mayfli account balance at the end of each calendar month.

If a seller does not have any products available to buy on the site for a period of time but their account remains the the Account Fee will continue to be charged to their account.

Sellers must notify Mayfli that they wish to close their account in writing.  Mayfli will then endeavour to close the Seller's account by the end of that calendar month if there are no outstanding orders to be fulfilled and no remaining account balance.  Otherwise the account will be closed after all orders have been fulfilled and the final payment has been made to the Seller.

HOW PAYMENT IS MADE TO YOU

Payments are made directly to you via your stripe account or paypal. 

CONFIDENTIALITY    

The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, 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 Seller authorises Mayfli (including its employees, agents and contractors) to hold and process Seller Information.

The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:

is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;

was lawfully in the possession of the recipient before the disclosure under the Conditions took place;

was independently disclosed to it by a third party entitled to disclose the same;

is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.

The obligations of confidentiality under the Conditions shall remain in effect for two (2) years after the termination or expiry of the Conditions, howsoever arising.

 EXCLUSION AND LIMITATION OF LIABILITY

 Nothing in these Conditions excludes or limits the liability of Mayfli for death or personal injury caused by Mayfli' negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.

Mayfli shall not be liable to the Seller for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Conditions, or for any liability incurred by the Seller to a Customer, or to any other person howsoever, arising from the provision of the Service or otherwise.

 GENERAL

 The Seller shall not be entitled to assign, charge, subcontract or transfer this agreement or any part of it without the prior written consent of Mayfli. For example, and this does not in any way constitute an exhaustive list, if the Seller wishes to subcontract its obligations under this agreement to a third party service provider, or the Seller wishes to sell all or part of its assets to a third party, the prior written consent of Mayfli shall be required in order to do so.

Mayfli may assign, charge, subcontract or transfer this agreement or any part of it to any person.

Mayfli reserves the right to suspend or to cancel the Conditions in whole or in part (without liability to Mayfli) if it is prevented from or delayed in the carrying on of its business and its obligations under the Conditions due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of Mayfli continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Conditions.

A waiver by either party of any breach of the Conditions, or delay in enforcing any breach, shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same shall be deemed omitted from the Conditions and the validity and/or enforceability of the remaining provisions of the Conditions shall not in any way be affected or impaired as a result of that omission.

Notices given under the Conditions must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of Mayfli, to its registered address, or any alternative address notified by Mayfli to the Seller in accordance with this provision; and, in the case of the Seller, to the address which it provides on the Seller Dashboard, or any alternative address notified by it to Mayfli in accordance with this provision.

Notices may be sent by email provided that, to be effective, the addressee acknowledges receipt of the communication, such acknowledgement to take the form of a return receipt or acknowledging e-mail.

The relationship of Mayfli (and its employees) to the Seller will be that of independent contractor and nothing in the Conditions shall render Mayfli (nor its personnel) as an employee, worker, any other form of agent, or partner of the Seller or Customer. Subject to any express provision in the Conditions to the contrary or at Mayfli’ reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.

This agreement, and any documents referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.

Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.

Nothing in this clause shall limit or exclude any liability for fraud.

This agreement and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.

 SERVICES STANDARDS

 For the avoidance of doubt, these Services Standards are placed at the end of this document for convenience and accessibility only, and form part of the legally binding Conditions.

RETURNS AND REFUNDS

Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided by the Seller to a Customer shall be dealt with directly between the Seller and the relevant Customer through the Seller Dashboard.

Following receipt of a request for a refund or return by a Customer (directly or via the Returns Form), the Seller shall initiate the refund directly in accordance with using the Seller's designated Seller Dashboard.

The Seller shall ensure that returns and refunds to the Customer shall be processed in accordance with the following terms and conditions:

by law, the Customer may not cancel, return or obtain a refund in relation to the following Products (each a "Non-cancellable Product"), unless such Product is faulty:

personalised items that are specifically made to a Customer's specification, except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components.

perishable items, including food.

Services Standards, the Seller shall provide Customers with a 14 day period from the receipt of a Cancellable Product in which Customers can cancel their order and return the Product to the Seller and obtain a full refund, including delivery charges;

if the Customer requests a refund for a Cancellable Product then such refund shall be processed by the as soon as possible and in any case no later than:

14 days after the day the returned product is received by the Seller; or

if earlier, 14 days after the date the Customer provides evidence that they have returned the product to the Seller;

if the Customer requires a refund because a Product is faulty, postage and packing costs must be refunded to the Customer along with the full cost of the Product within: (i) 24 hours if the Customer notifies the Seller within 28 days of the Customer receiving the Product; (ii) 14 days if the Customer notifies the Seller between 29 days to 6 months of the Customer receiving the Product;

a Customer shall be required to return a Product which it has cancelled or is faulty, and in relation to a Cancellable Product the Customer will be responsible for payment of the delivery, postage and packaging charges relating to the return of such Cancellable Product (unless the Cancellable Product has not arrived, in which case such costs shall not apply). If the Customer fails to return the Product, the Seller may charge the Customer for the direct costs of recovery of such Product;

 if the value of a returned Product is diminished because the Customer has handled that Product in any way other than what is necessary to establish the nature, characteristics and functioning of that Product the Seller is entitled to deduct a reasonable amount from the refund to cover the diminished value of the Product;

the Seller shall provide to the Customer via the Seller Dashboard an address in the United Kingdom to which a Customer may return a Cancellable Product;

DELIVERY, POST AND PACKING

All Products shall be properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

A range of delivery options will be available for the Seller to choose to display on its Shop, and it may choose to offer any appropriate option for the Seller's Products.