What these Terms Cover
The following sets out the terms and conditions (which we refer to as the Terms) that you and The Kairos Collective Limited (which we refer to as ‘’us’’ or “we” in these Terms) agree are the legally binding terms and conditions for your use of the website at [www.thekairoscollective.com] (the Portal) and the Services (as defined below) provided by us to you.
How to contact us
You can contact us by emailing us at [firstname.lastname@example.org]
1. Use of Seller Account, Listing and Selling Items
Listing Description: By listing an item on the Portal you agree and promise that:
- you and all aspects of the item comply with our policies;
- you may legally sell the item; and
- the item and all terms of sale in your listing are accurate and fairly set out and any changes (including sale of the item) necessary are made to the item listing as soon as possible.
Your listings may only include text descriptions, pictures and other content relevant to the sale of that item.
Uploading Listings: In addition to access to the Portal to upload your own listings we will endeavour to upload listings on your behalf, subject to our capacity. We reserve the right to use text and images relating to your stock, taken from your own website or any other online platforms your stock is listed on, in order to keep your stock levels up to date and accurate on our site.
Stock Levels: You agree that you will hold at least the level of stock for each item as indicated on an item listing on the Portal or such other level as we may agree from time to time. We will send you regular reminders to update your stock on the portal and mark products as 'sold out'. Dealers who do not accurately reflect their stock levels on the Portal may have their account deactivated.
No Stock Penalty:If we are repeatedly cancelling sales due to no stock availability and have not been informed prior to the sale of no stock, the dealer may incur a penalty charge.
Binding Sale: All sales between you and a buyer of an item via the Portal are legally binding on you. You are responsible for shipping up to the point of delivery to the buyer of the item completing the transaction with the buyer within the agreed time.
Fees:The price stated in each item listing description must be an accurate representation of the sale.
You may charge reasonable shipping and handling fees to cover your costs for packaging and posting the items.
You may not charge excessive shipping fees or otherwise operate pricing mechanisms to avoid or reduce fees payable to us.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address.
Account Transfer: You may not transfer or sell your account or any user ID or access to another party.
Account Ownership: We may terminate selling accounts being operated by a person other than the named account holder without prior warning.
Right to Refuse Service: We may refuse to provide services (including access to the Portal) to anyone at any time and may cancel unconfirmed or inactive accounts.
Provision of Information: You agree to provide us with information relating to your items and your company as requested by us within three business days.
We agree to provide you with the Services subject to the terms of this Agreement and your payment of a commission on sales + handling fee OR a monthly subscription, agreed by you and us in writing (the fee).
3. Term and termination
This Agreement runs for a minimum term of 12 months and thereafter may be terminated by either you or us on one month’s notice.
The fee is subject to review every 12 months.
4. Sales, returns and Trade Discounts
Contracts for the Sales of Items: We are not a party to the contract between you and a buyer of an item listed on the Portal.
Returns: You agree to ensure that returns of items will be dealt with in accordance with our returns policy as set out [https://thekairoscollective.com/returns/].
Trade Offer: We operate a trade discount programme. You agree that you will provide us with reasonable assistance to negotiate a trade offer for interior designers and trade businesses as determined by us. We expect you to provide at least 15% discount to approved members of our trade programme. We do not encourage customers to make offers, however we may ask for a best price on a retail customer’s behalf.
Promotions & Sales: Editorial features & promotions are only available to subscribers, or for an agreed advertising spend. Google shopping campaigns will be subject to dealer budget.
International dealers: The Kairos Collective only processes payments in GBP. As we cannot cover bank charges, if payments are made to any other currency bank, these charges will be covered by the dealer.
5. Sales Process
Process: When a buyer agrees to pay for an item via the Portal (which you will acknowledge to us within two business days) and we receive the necessary payment representing the sale price of the item we will pay you the sale and shipping costs (if applicable) minus any commission and transaction fees or bank charges, within 3 working days after despatch.
Payment Methods: You agree to use such payment methods as we may deploy.
6. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on the Portal and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, Content) that you submit, post, and display on the Portal.
Restricted Activities: Your Content and your use of the Portal (as applicable):
- must not be false, inaccurate or misleading;
- must not be fraudulent or involve the sale of illegal, counterfeit or stolen items;
- must not send marketing, promotion or other communications designed to elicit sales to a user of the Portal;
- will provide such assistance as we may require in connection with promotions we may operate in respect of the Portal (including by way of offering discounts);
- must not contain items that have been identified as hazardous to consumers;
- must extend price and promotions available to your customers to buyers who may purchase items via the Portal; or
- must not be defamatory, libellous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person, or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device.
You must not do anything which could cause us to violate any applicable law, statute, ordinance or regulation.
License: We do not claim ownership rights in your Content.
You grant us a license solely to enable us to use any information or Content you supply us with so that we do not violate any rights you might have in that Content.
You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the Content, in any media now known or not currently known, with respect to your Content.
You agree to allow us to store or re-format your Content on the Portal and display your Content on the Portal as appropriate.
By uploading Content to the Portal you warrant that you own and/or have the right to use such Content in this manner and that such Content does not infringe any third party intellectual property rights.
If we receive a complaint in respect of any Content posted by you it shall be your sole responsibility to deal with such a complaint and to compensate us for any loss suffered on demand. We reserve the right to immediately remove any such Content.
7. Treatment of Intellectual Property
Except as provided in these Terms, neither of us claims, and will not at any time claim, any licence, right, title or interest of any kind or character in any intellectual property of the other including any of the patents, registered or unregistered trademarks, copyrights, trade names, registered designs, unregistered design rights, brands, slogans and combination of words or names closely resembling any of them and/or advertising devices of the other, including in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world in the name, logo, product images, data, information and other materials of the other (the Intellectual Property).
Upon termination or expiration of these Terms, each of us agrees to discontinue promptly the use of any or all of the Intellectual Property of the other and upon request to execute and deliver any and all documents and other instruments that may be reasonably required to enable the other to cancel, or to transfer and deliver to the other Party all right, title, and interest, if any, acquired in respect of the other’s Intellectual Property.
Each of us undertakes not to register or apply to register any of the Intellectual Property of the other in its name or on behalf of a third party.
You agree to compensate us when asked by us against all damages, liabilities, costs, expenses and losses we may suffer arising out of or in connection with any claim where you are in breach of any provisions of the Terms relating to the Intellectual Property.
In addition to any other remedies available to us, we may remove all Products from the Portal, together with all references to such Products, if we receive any claim, or become aware of the threat of a claim, that you are in breach of any provisions of the Terms relating to the Intellectual Property.
Subject to any liability we cannot exclude by law, our total liability to you arising under or in connection with these Terms or arising from or in connection with any breach or non-performance of these Terms (including our negligence), in contract, tort or otherwise shall not exceed the total fees paid to us by you in the preceding twelve months.
We are not liable to you for:
- any loss of goodwill, reputation or opportunity; any loss of or corruption of data; any loss of anticipated savings; or loss of sales in each of the foregoing whether direct or indirect; or
- any other indirect or consequential loss whether or not we had been informed of or was aware that there was a possibility of such loss.
Notwithstanding any contrary provision in this Agreement, we do not limit or exclude our liability in respect of:
- any death or personal injury caused by our negligence;
- any fraud; and
- any statutory or other liability which cannot be excluded under applicable law.
You agree to compensate us when asked by us for all liabilities, costs, expenses, damages, losses and all interest, penalties and legal costs, and all other professional costs and expenses suffered or incurred by us arising out of or in connection with your breach or negligent performance or non-performance of these Terms, including any claim by a buyer and any failure by you to comply with any legislation, rules and regulations (including but not limited to those relating to data protection and product liability).
Sales data and Personal Data: The customer and sales data collected by the Portal, via the use of the Portal developed software, are our exclusive property.
10. No Guarantee
We do not guarantee continuous, uninterrupted access to the Portal, and operation of the Portal may be interfered with by numerous factors outside our control or otherwise, including without limitation, planned or unplanned maintenance.
11. Legal Compliance and Taxes
You shall comply with all applicable domestic and international laws and regulations regarding your use of the Portal and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to sales of items you make on the Portal.
If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of the Terms shall remain in full force and effect.
13. No Agency
You and us are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
14. Entire agreement and Amendments
These Terms (including any documents referred to) constitutes the entire agreement between us. We may amend these Terms on notice to you.
15. Confidential information
Neither you nor us shall disclose to any third party or make any use of any confidential information relating to these Terms, the affairs of the other, any business operation carried on by the other or the method of carrying on such business operations.
All sums payable under this Agreement are stated to be exclusive of Value Added Tax (including any replacement of such tax) or any other taxes or duties.
17. Force Majeure
We shall not be liable for any failure to perform our obligations under these Terms due to any matter or occurrence outside our reasonable control.
18. Governing Law of the Terms
Any dispute (including non-contractual disputes) in relation to these Terms shall be interpreted and governed by English law and the Courts of England and Wales shall have exclusive jurisdiction for any such dispute (including non-contractual disputes).
Sections 7, 8, 12, 13, 14, 15, 17, 18 and 19 shall survive termination of these Terms for any reason.
20. Third party rights
No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.