Vendor Terms of Use

The Borough Basket is an eCommerce site that enables business owners located within Basingstoke and Deane borough to sell their products or services online to customers and to enable customers to click and collect or have delivered the products they have purchased.

The Borough Basket is a partnership project between Basingstoke and Deane Borough Council and The Designlab under the Basingstoke and Deane Borough Council owned brand Love Basingstoke and located on the Love Basingstoke site domains lovebasingstoke.co.uk/theboroughbasket and www.theboroughbasket.co.uk

The Borough Basket permits use of The Borough Basket Services and Documentation by the Vendor on the basis of this Agreement. By checking the box confirming the Vendor’s acceptance of this Agreement, the Vendor agrees to be bound by the terms of this Agreement.

The Borough Basket and the Vendor now agree as follows:

Interpretation 

The following expressions shall have the following meanings:

“Documentation”

 

means the documents made available to the Vendor by The Borough Basket online via www.lovebasingstoke.co.uk/theboroughbasket and www.theboroughbasket.co.ukor such other web address notified to the Vendor from time to time which sets out a description of The Borough Basket Services and the User instructions for the Services;
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any guidance and codes of practice issued by the relevant data protection or supervisory authority as applicable;
“Effective Date” means the date on which the Vendor checks the box confirming its acceptance of the terms of this Agreement;
“Listings” means each and any listing posted by the Vendor using The Borough Basket Services and used to advertise the Vendor’s products;
“Information” means any and all documentation, materials, software, code and information, whether commercial, financial, technical, operational or otherwise relating to the business, affairs, pricing, transactions, software, suppliers or methods of one Party and disclosed to or otherwise obtained by the other Party in connection with this Agreement;
“Intellectual Property” means any and all intellectual property rights including patents, trademarks, design rights, copyright, rights in data and databases, domain names, topography rights, and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with any and all goodwill relating or attached thereto, the right to apply for registration of and/or register such rights and all extensions and renewals thereof;
“Normal Business Hours” means 9:00 am to 5.00 pm GMT on any Working Day;
“Prohibited Items”

 

means the prohibited items listed at www.theboroughbasket.co.uk or such other web address notified to the Vendor from time to time. Including The Borough Basket’s prohibited items listed below under Acceptable Use and Stripe’s prohibited items policy which can be viewed here;
“Qualification Criteria”

 

means the Vendor is subscribing to The Borough Basket and own a shop in Basingstoke and Deane; “Sale Proceeds” means the actual invoiced value of the Vendor’s products sold to a customer using The Borough Basket Services;
“Sale Proceeds” means the actual invoiced value of the Vendor’s products sold to a customer using The Borough Basket Services;
“Software”

 

means The Borough Basket’s software provided as part of The Borough Basket Services, including any updates and modifications made available from time to time by The Borough Basket;
“The Borough Basket Services” means the services provided by The Borough Basket to the Vendor under this Agreement via www.lovebasingstoke.co.uk/theboroughbasket and www.theboroughbasket.co.ukor any other website notified to the Vendor by The Borough Basket from time to time, as more particularly described in the Documentation.
“Support Services” means the support services in relation to The Borough Basket Services provided by The Borough Basket to the Vendor in accordance with clause 4;
“Term” has the meaning set out in clause 15;
“Users”

 

the employees and agents of the Vendor who from time to time access and use The Borough Basket Services on behalf of the Vendor;
“Working Day”

 

any day falling on or between Monday to Friday, excluding all public and bank holidays in England and Wales;
“Vendor” the person, firm, company or other body specified in The Borough Basket’s account opening form; and
“Virus”

 

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

 

Clause headings shall not affect the interpretation of this Agreement.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

A reference to a statute or statutory provision is a reference to it as it is in force from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

Any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders.

The words “include”, “includes”, “including” and “included” will be construed without limitation unless inconsistent with the context and reference to the whole includes reference to part.

Licence to use The Borough Basket Services

Subject to the restrictions and the Vendor obligations set out in this Agreement The Borough Basket hereby grants to the Vendor a non-exclusive, non-transferable right to permit the Users to use The Borough Basket Services and the Documentation commencing on the Effective Date during the Term in accordance with the terms of this Agreement.

The Vendor undertakes to use all reasonable endeavours to prevent any unauthorised access to, or use of, The Borough Basket Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify The Borough Basket.

Provision of The Borough Basket Services

The Borough Basket shall use its reasonable endeavours to make The Borough Basket Services available except for:

planned maintenance carried out during the maintenance window of 1am to 3am;

unscheduled maintenance performed outside Normal Business Hours, provided that The Borough Basket has used reasonable endeavours to give the Vendor at least 1 Normal Business Hours’ notice in advance; or

unavailability caused by any Force Majeure Event, including without limitation, denial of service attacks or any other form of third party attack The Borough Basket Services may be subject to.

The Borough Basket will provide the Vendor with up to 5 hours of general business, e-commerce, funding and marketing advice through Basingstoke and Deane Borough Council’s partnership with IncuHive Business Incubation Services.

The Borough Basket and Vendors using the platform will be extensively promoted by Love Basingstoke.

The Borough Basket reserves the right at any time to make any modification, change or addition to, or replacement of, The Borough Basket Services where this is required to conform with any applicable statutory requirements. The Borough Basket will give the Vendor as much notice as reasonably practicable of any proposed modification.

Support

The Borough Basket shall, at is discretion, provide the Vendor with support on how to use or resolve issues with The Borough Basket Services. The Support Services will be available during Normal Business Hours by email on business@lovebasingstoke.co.uk. The Borough Basket will use reasonable endeavours to respond within 1-3 Working Days. During busy or holiday periods this response time may be extended.

Warranties

The Borough Basket undertakes that The Borough Basket Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

The Borough Basket:

does not warrant that the Vendor’s use of The Borough Basket Services will be uninterrupted or error-free; or that The Borough Basket Services, Documentation and/or the information obtained by the Vendor through The Borough Basket Services will meet the Vendor’s requirements; and

is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Vendor acknowledges that The Borough Basket Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

The Borough Basket warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

Vendor obligations

The Vendor:

shall engage with The Borough Basket platform, and agrees to:

log in within 7 days of the registration being live, to add a business profile (including photograph or logo); opening hours; products, services and/or experiences/events that can be viewed, booked or purchased online. If the business is temporarily closed, the user shall apply the ‘on vacation’ functionality which will temporarily disable any product or service listings; and

commit to delivering regular social media/digital marketing activity to promote their own The Borough Basket profile page and individual product pages.

shall provide The Borough Basket with all necessary co-operation in relation to this Agreement, including all necessary access to such information as may be required by The Borough Basket.

shall comply with all applicable laws, rules, regulations, guidelines and codes of conduct with respect to its activities under this Agreement in each case from time to time in force, including, without limitation, in relation to advertising and product labelling and product refunds;

shall hold all permits, licences, consents and authorisations necessary to enable it to trade and use The Borough Basket Services, including business and property registrations and certifications, and food hygiene certifications where required.

shall only use The Borough Basket Services in accordance with the terms of the Agreement and with The Borough Basket’s reasonable instructions;

agrees it is responsible for the accuracy, content and legality of the Listings;

shall ensure that its opening hours, pricing and stock levels are at all times accurate, complete and up-to-date;

shall ensure and procure all orders for products submitted through The Borough Basket Services are available for collection by or delivery to each customer at the date and time and at the point nominated by the relevant customer.

Acceptable use

The Vendor shall only use The Borough Basket Services for lawful purposes.

The Vendor shall not use The Borough Basket Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation, or to knowingly transmit any data, send or upload any material that contains Viruses.

The Vendor shall not list any Prohibited Items for sale using The Borough Basket Services;

The Vendor shall ensure each Listing shall not infringe the Intellectual Property rights or other rights of any third party;

The following content standards apply to any and all material which the Vendor contributes or otherwise posts using The Borough Basket Services (“contributions”). Contributions must not: contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any Intellectual Property right of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, upset, embarrass, alarm or annoy any other person; be used to impersonate any person, or to misrepresent the Vendor’s identity or affiliation with any person; give the impression that they emanate from The Borough Basket, if this is not the case; advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

Failure to comply with this clause 7 (whether in whole or in part) constitutes a material breach of this Agreement.

COVID-19

At all times the Vendor shall ensure compliance with any and all government guidance and restrictions relating to COVID-19 whilst carrying out any activity under this Agreement.

Charges and Payment

The Vendor shall pay to The Borough Basket the charges set out in this clause 8 in consideration of its use of The Borough Basket Services:

Vendors on Level 1: Vendors with a total sales value of under £500 (excluding delivery costs) or who have been trading on The Borough Basket for less than three months will be able to invoice Basingstoke and Deane Borough Council for sales commission and transaction costs incurred by the payment provide Stripe on a monthly basis by emailing a copy of the Stripe produced sales history to business@lovebasingstoke.co.uk. There is therefore no cost to vendors for using The Borough Basket up until this point.

Vendors on Level 2: Vendors with a total sales value of between £500 and £1,000 (excluding delivery costs) will be charged 6% sales commission + 20p per transaction by Stripe.

Vendors on Level 3: Vendors with a total sales value of more than £1,000 will be charged 8% sales commission + 20p per transaction by Stripe.

All amounts and fees stated in this Agreement:

Data Protection

A parties will comply with all applicable requirements of the Data Protection Legislation.

Intellectual Property

All Information of The Borough Basket and all Intellectual Property and any other rights in the Software and in or arising from The Borough Basket Services shall remain at all times the exclusive property of The Borough Basket or relevant third party and the Vendor shall acquire no right, title or interest in or to the same and shall use such items solely as permitted by the terms of this Agreement.

The Vendor undertakes to use all reasonable endeavours to prevent any unauthorised access to, or use of, The Borough Basket Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify The Borough Basket.

The integrity of the Software is protected by technical protection measures so that the Intellectual Property rights in the Software are not misappropriated. The Vendor must not attempt in any way to remove or circumvent such technical protection measures.

Where any Listing provided by the Vendor includes photographic or video images of the Vendor or a child in their care (‘images’), the Vendor gives consent to The Borough Basket to display the images on the lovebasingstoke.co.uk/theboroughbasket and www.theboroughbasket.co.ukwebsite and to use them for the purpose of promoting the Borough Basket website. In giving consent, the Vendor acknowledges that The Borough Basket will store the images electronically in accordance with the Data Protection Legislation and subject to the right for the Vendor to withdraw their consent at any time by contacting The Borough Basket via business@lovebasingstoke.co.uk. In any event, the consent will be valid for 5 years from the date of the original Listing, at which point the Vendor will need to renew their consent. The Intellectual Property rights for the images will remain vested in the Vendor.

The Borough Basket may offer, license or otherwise make available for the Vendor’s use catalogues of stock images, descriptions, product specifications, and other content, which may be provided by third-parties. With permission the Vendor may use such catalogue content solely in connection with the Listings. That permission is subject to modification or revocation at any time at The Borough Basket’s sole discretion. The Vendor agrees that it will not hold The Borough Basket or its catalogue providers responsible for inaccuracies. Agreement.

Sale Proceeds

The Borough Basket uses the payment gateway Stripe to accept customer payments for the Vendor’s products.

When monies from the Vendor’s product sales have been transferred from the payment gateway tothe Vendor’s Stripe account, Stripe will pay to the Vendor the Sale Proceeds less the Processing Charges (the “Net Proceeds”) to a UK bank account nominated by the Vendor. To activate the payments to the Vendor, the relevant order must have been completed and updated in the Stripe sales portal]. Stripeshall pay the Vendor the Net Proceeds when the Vendor has manually updated the status of its orders as “shipped”.

Any disputed transactions must be dealt with by the Vendor directly with the customers according to the Vendor’s own refund policies and the Vendor must use its best endeavours to address and resolve any disputes.

Confidentiality

Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by Clause 13.2.

Each party may disclose the other party’s confidential information:

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

The Vendor agrees that The Borough Basket may disclose the confidential information of the Vendor to any relevant third party to the extent reasonably required by such third party in order to allow provision of The Borough Basket Services and/or any other services provided under or in connection with this Agreement.

The restrictions contained in this clause 11 shall continue to apply after termination or expiry of this Agreement without limit in time.

Liability

The Borough Basket shall not be liable for any failure to provide The Borough Basket Services in accordance with this Agreement to the extent that such failure is caused directly or indirectly by the Vendor’s negligence or breach of any term of this Agreement.

The Borough Basket is not involved in the transaction between the Vendor and the User for the sale of the Vendor’s products, and neither is The Borough Basket responsible for the Vendor’s products or for any delivery, returns, refunds, guarantees, warranties or other after-sale care or for any related problems.

Except as expressly and specifically provided in this Agreement:

the Vendor assumes sole responsibility for results obtained from the use of The Borough Basket and the Documentation by the Vendor, and for conclusions drawn from such use. The Borough Basket shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to The Borough Basket by the Vendor in connection with The Borough Basket Services, or any actions taken by The Borough Basket at the Vendor’s direction;

the Vendor assumes sole responsibility for:

Nothing in this Agreement shall exclude or limit The Borough Basket ‘s liability for:

Subject to clause 13.3 and clause 13.5:

The Borough Basket shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any: loss of profits; loss of business; depletion of goodwill and/or similar losses; or loss or corruption of data or information; or pure economic loss; or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

The Borough Basket’s total aggregate liability arising under this agreement shall be limited:

where the liability relates to a failure by The Borough Basket to pay the Net Proceeds to the Vendor, to the Net Proceeds payable to the Vendor; and

in all other circumstances not covered by clause 13.5(b)(i) to the greater of: (A) the total charges payable by the Vendor to The Borough Basket for its use of The Borough Basket Services the during the twelve (12) month period prior to the date the liability first arose; and (B) five hundred pounds sterling (£500).

Indemnity

The Vendor shall indemnify The Borough Basket against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by The Borough Basket arising out of or in connection with any breach by the Vendor of any of its obligations under this Agreement.

Term and Termination

This Agreement shall commence on the Effective Date for the duration of the Term unless terminated earlier in accordance with the terms of this Agreement, when the vendor has accepted the terms.

This Agreement shall continue for one month (the “Initial Term”) and shall automatically extend on a monthly basis until terminated by either party (the “Term”).

Either party shall have the right to terminate this Agreement at any time on immediate written notice to the other.

The Borough Basket may at its sole discretion suspend immediately the provision of The Borough Basket Services and/or any other services provided under this Agreement (or any part of them) until further notice on notifying the Vendor either orally (confirming such notification in writing) or in writing if The Borough Basket is entitled to terminate this Agreement. Any suspension of the Services shall not exclude The Borough Basket’s right subsequently to terminate this Agreement.

Consequences of termination

Upon termination of this Agreement for any reason, the Vendor shall:

Any terms and conditions forming part of this Agreement which are agreed by the parties to survive termination or which by their nature are to survive termination, shall survive and continue in full force and effect.

Force Majeure

Neither party shall be liable to the other under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of The Borough Basket or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (a “Force Majeure Event”).

Notices

Notices sent in respect of any matter arising in respect of this Agreement shall be in writing and must be sent either by:

16.2   A notice shall be sent or delivered to the address specified in this Agreement (as updated by notice in accordance with this section) by each party to the other from time to time.

Notice is deemed given:

General

17.1     The Vendor shall not assign, purport to assign or otherwise transfer this Agreement and/or any of its obligations thereunder, in whole or in part, without The Borough Basket’s prior written consent.

17.2     The Borough Basket may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

17.3     Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17.4     No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5     Unless otherwise stated herein, this Agreement can only be modified by the written and signed agreement of the Parties.

17.6     If any part of this Agreement is held unlawful, invalid or unenforceable, that part shall be considered struck out and the remainder of this Agreement shall remain in full force and effect. The Borough Basket and the Vendor shall work together in good faith to agree an enforceable replacement provision capturing the spirit of the original.

17.7     This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

17.8     The Parties do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it unless specifically provided for this Agreement.

17.9     This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.10    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).