SELLER AGREEMENT - TERMS & CONDITIONS
Please read these conditions carefully before using Coors Jansen Services. By using Coors Jansen Services, you signify your agreement to be bound by these conditions.
1 - Welcome to coorsjansen.co.uk
This agreement contains the terms and conditions that govern your access to and use of the services through a particular account or accounts and is an agreement between you or the business you represent ("you") and Coors Jansen (the "agreement"). by registering for or using the services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this agreement, including the service terms and programme policies for each service you register for or use in connection with a particular Coors Jansen site.
This Agreement and all policies posted on our sites, set out the terms on which Coors Jansen Group Limited and/or its affiliates ("Coors Jansen") offers you access to and use of our sites, that provide website features, tools and other products and services to you when you visit, shop or sell at coorsjansen.co.uk (the "website"). This applies if you use or sell Coors Jansen products or services, use Coors Jansen applications for mobile, or use software provided by Coors Jansen in connection with any of the foregoing (collectively "Coors Jansen Services"). Coors Jansen provides these Coors Jansen Services subject to the conditions set out on this page.
As used in this Agreement, "we," "us," and "Coors Jansen" means the Coors Jansen Group Limited company named in the applicable Service Terms and "you" means the applicant (if registering for or using a Service as an individual), or the business the applicant is employed by or represents (if registering for or using a Service as a business).
Capitalised terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms and Policies, the General Terms will govern and the applicable Service Terms will prevail over Policies.
2 - About Coors Jansen
Coors Jansen is a Home Improvement Marketplace that allows third party sellers to offer and sell their products and/or services at Coorsjansen.co.uk.
While Coors Jansen as a platform provider, provides a venue for sellers and buyers to negotiate and help facilitate transactions, Coors Jansen is neither the buyer nor the seller of the seller's items. Coors Jansen does not have possession of anything listed or sold through Coors Jansen, and is not involved in the actual transaction between buyers and sellers. Accordingly, the contract formed at the completion of a sale for these third party products is solely between buyer and seller. For clarity, The contract for the sale is directly between buyer and seller.
Coors Jansen is not a party to this contract nor assumes any responsibility arising out of or in connection with it, nor is it the seller's agent. The seller is responsible for the sale of the products and for dealing with any buyer claims or any other issue arising out of or in connection with the contract between the buyer and seller. For conditions relating to the Users and Sellers/Providers on Coorsjansen.co.uk see the Users Agreement – Terms and Conditions.
While we may provide pricing, postage, listing and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. Coors Jansen does not review listings or content. While we may help facilitate the resolution of disputes through various programmes, Coors Jansen has no control over, and does not guarantee the existence, quality, safety or legality of, items advertised; the truth or accuracy of suppliers content, listings or feedback; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
We offer a wide range of Coors Jansen Services, and sometimes additional terms may apply. When you use a Coors Jansen Service (for example Your Profile, Gift Cards or Coors Jansen applications for mobile), you will also be subject to the terms, guidelines and conditions applicable to that Coors Jansen Service ("Service Terms"). If these Conditions of Use are inconsistent with the Service Terms, those Service Terms will control.
3 - Registration
To begin the enrolment process, you must complete the registration process for one or more of the Services. By registering for or using the Services you confirm that you did not rely on any oral or written representations made by employees of Coors Jansen and/or any of its affiliates and that you chose the service based on your own due diligence and consideration. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide us with your (or your business') legal name, Primary Place of Business address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Coors Jansen’s Privacy Notice.
4 - Service Fee Payments
Fee details are described fully in the applicable Seller/Vendor Plan. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you must provide Coors Jansen Group Limited with valid credit card information from a credit card or credit cards accepted by Coors Jansen ( “Your Credit Card”). You will use only a name you are authorized to use in connection with a Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize Coors Jansen Group Limited (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit any of your payment account(s) held with Coors Jansen Group Limited, where applicable, for any sums payable by you to us (in reimbursement or otherwise). In addition to charging payable sums to Your Credit Card, you authorize Coors Jansen Group Limited to choose instead to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) action ‘Reversals’ through STRIPE Protocol (our Payment Processing provider) or (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
5 - Term And Termination
The term of this Agreement will start on the date of your completed registration for use of a Selling Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Selling Service immediately on notice to us via Seller Administration Panel, email, the contacting us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Coors Jansen’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means sent to you individually, and on Seller Administration Panel, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Any suspension will last until you have provided satisfactory evidence that you have cured its cause and implemented the necessary changes except in case of suspension based under (b) or (c) above where we terminate or may not reinstate in light of the initially deceptive, fraudulent or illegal activity or harm. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 4, 7, 8, 9, 10, 11, 13, 17 and 18 of these General Terms survive.
6 - Licence
You grant us a royalty-free, non-exclusive, worldwide, right and licence for the duration of your original and derivative intellectual property rights to use, any and all of Your Materials for the Services or other Coors Jansen product or service, and to sublicense the foregoing rights to our affiliates and operators of Coors Jansen Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the applicable Coors Jansen Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).
7 - Representations
Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the laws of the territory in which the business is registered; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations its grants hereunder; (c) any information provided or made available by one party to the other party or its affiliates is accurate and complete, and it will promptly update such information as necessary to ensure it at all times remains accurate and complete, (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
8 - Indemnification
8a - Your indemnification obligations. You will defend, indemnify, and hold harmless Coors Jansen, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable laws; (b) Your Products, including the offer, sale, fulfilment (except Your Products fulfilled using the Coors Jansen service), refund, cancellation, return, or adjustments thereof, and any personal injury, death (to the extent the injury or death is not caused by Coors Jansen), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or, based on specific indications, alleged breach of any representations you have made.
8b - Coors Jansen’s indemnification obligations. Coors Jansen will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Coors Jansen’s non-compliance with applicable laws; or (b) allegations that the operation of an Coors Jansen store infringes or misappropriates that third party’s intellectual property rights.
8c - Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
9 - Limitation Of Liability
Both parties are only liable for damages suffered as a result of wilful misconduct or gross negligence. In case of minor negligence, the parties are only liable for (a) injury to life, body, or health; or (b) foreseeable typically occurring damages resulting from the breach of a fundamental contractual obligation.
10 - Insurance
If the gross proceeds from sales of Your products processed through the Fulfilment by Coors Jansen Service exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with each Coors Jansen Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with such Coors Jansen Site, including products liability and bodily injury, with policy (ies) naming Coors Jansen and its assignees as additional insureds. At our request, you will provide to us certificates of insurance evidencing the coverage required by this INSURANCE to the following address: Coors Jansen Group Limited., Kirklands, Winchburgh, Broxburn, EH52 6PT Attn: Risk Management
11 - Tax Matters
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) Coors Jansen automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) Coors Jansen expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Coors Jansen and used by you. You agree to and will comply with the applicable tax law. All fees and payments payable by you to Coors Jansen under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Coors Jansen any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
You agree to accept electronic invoices from Coors Jansen in a format and method of delivery as determined by us.
12 - Self-Billing
In the event that we purchase any of Your Products, you agree that Coors Jansen may issue self-billed invoices on your behalf for the period from the date on which you have agreed to allow Coors Jansen to buy Your Products until the date on which this Agreement is terminated by us or you. Self-billed invoices will contain any information that we determine is required to issue a VAT-compliant invoice under the applicable Law. Coors Jansen may retain this information and use it as required by Law. You must notify us immediately if you (i) are aware of any additional information that needs to be provided to the self-billed invoices to comply with the applicable Law, (ii) cease to be registered for VAT, or (iii) change your VAT registration number. Self-billed invoices will be issued in the currency of the applicable Coors Jansen Site(s). Each self-billed invoice will be considered accepted if you do not reject it within 30 days from the date of issue. You agree to not raise separate sales invoices for the transactions covered by a self-billed invoice.
13 - Confidentiality and Personal Data
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Coors Jansen’s exclusive property except for customer personal data owned by the respective customer; (b) you and your affiliates will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party except as required to comply with the law; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
We act as a data controller of any customer personal data collected via the Services. You are controllers of the customer personal data that are strictly necessary to fulfil orders and may not use any such customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 5 years’ term limit does not apply to customer personal data).
14 - Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
15 - Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Coors Jansen is not an auctioneer, neither is it an intermediary between the buyer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any Person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions of this Agreement are intended to be and are for the sole and exclusive benefit of Coors Jansen, you, and relying customers or sellers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use.
16 - Suggestions and Other Information
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Coors Jansen Site or Service (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
17 - Modification
We will provide at least 15 days’ advance notice in accordance with Section 18 for changes to the Agreement.
However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 18.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 17 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 5.
18 - Miscellaneous
The laws of Scotland govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute relating in any way to your use of the Services or this Agreement will be adjudicated in the courts of Scotland. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Coors Jansen, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Coors Jansen as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.
Coors Jansen retains the right to immediately halt any Transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Policies.
The authentic language of this Agreement and subsidiary or associated documentation is English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail.
Coors Jansen will provide notice to you under this Agreement by posting changes on Seller Administration Panel or on the applicable Coors Jansen Services site to which the changes relate, and by sending you an email notification or by similar means sent to you individually. You must send all notices and other communications relating to Coors Jansen to our Selling Partner Support team via Seller Administration Panel, email, the contacting us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. You may change your e-mail addresses by updating your information in Seller Administration Panel. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement, together with the User Agreement and all company policies represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
Definitions
As used in this Agreement, the following terms have the following meanings:
"Coors Jansen Associated Properties" means any website, device, service, feature, or other online point of presence, or any type of media, other than an Coors Jansen Site, through which any Coors Jansen Site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described.
"Coors Jansen Site" means, as applicable, the DE Coors Jansen Site, FR Coors Jansen Site, IT Coors Jansen Site, ES Coors Jansen Site, the UK Coors Jansen Site, the NL Coors Jansen Site, the SE Coors Jansen Site and/or the PL Coors Jansen Site.
"Coors Jansen Site Country" means the applicable one of the following:
Germany (if the Coors Jansen Site is the DE Coors Jansen Site),
France (if the Coors Jansen Site is the FR Coors Jansen Site),
Italy (if the Coors Jansen Site is the IT Coors Jansen Site),
Spain (if the Coors Jansen Site is the ES Coors Jansen Site),
United Kingdom and Channel Islands (if the Coors Jansen Site is the UK Coors Jansen Site),
The Netherlands (if the Coors Jansen Site is the NL Coors Jansen Site).
Sweden (if the Coors Jansen Site is the SE Coors Jansen Site).
Poland (if the Coors Jansen Site is the PL Coors Jansen Site).
"User Agreement" has the meaning set forth in the Selling on Coors Jansen Service Terms.
"Coors Jansen" means Coors Jansen Group Limited.
"Confidential Information" means information relating to us, to the Services or Coors Jansen customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
"Content" means copyrightable works under applicable Law and content protected by database rights.
"Insurance Limits" means the applicable one of the following:
xxxxxxxx British Pounds (£xx) (if the Coors Jansen Site is the UK Coors Jansen Site),
"Insurance Threshold" means the applicable one of the following:
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means the applicable one of the following:
Euros (if the Coors Jansen Site is the DE Coors Jansen Site, the FR Coors Jansen Site, the IT Coors Jansen Site, the ES Coors Jansen Site or the NL Coors Jansen Site),
British Pounds (if the Coors Jansen Site is the UK Coors Jansen Site),
Swedish Krona (if the Coors Jansen Site is the SE Coors Jansen Site),
Polish Złoty (if the Coors Jansen Site is the PL Coors Jansen Site).
"NL Coors Jansen Site" means that website, the primary home page of which is identified by the URL www.Coors Jansen.nl, and any successor or replacement website.
"Order Information" means, with respect to any of Your Products sold through an Coors Jansen Site, the order information and shipping information that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Primary Place of Business" means the principal place of business where services from Coors Jansen are received and which has been provided by you as Business Address in your seller account.
"Policies" means all policies and terms provided by Coors Jansen Group Limited.
"Sales Proceeds" means the gross sales proceeds paid by buyers via the applicable Coors Jansen Site in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
"Seller Administration Panel" means the online portal and tools made available by Coors Jansen to you, for your use in managing your orders, inventory and presence on a particular Coors Jansen Site or any other online point of presence.
"Service" means each of the following services that Coors Jansen makes available on one or more of the Coors Jansen Sites: the Selling on Coors Jansen Service; the Fulfilment by Coors Jansen Service; Sponsored Ads, and any related services we make available.
"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for or use the applicable Service and any subsequent modifications we are permitted to make to those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.
"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your affiliates to Coors Jansen or its affiliates.
"Your Product" means any product or service that you: (a) have offered through the Selling on Coors Jansen Service; (b) have fulfilled or otherwise processed through the Fulfilment by Coors Jansen Service; or (c) have made available for advertising by you through the Sponsored Ads Service.
"Your Sales Channels" means all sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores.
"Your Taxes" means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason (i) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services, (ii) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange, or (iii) otherwise in connection with any action, inaction or omission of you or your affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange . Also, as it is used in the Fulfilment by Coors Jansen Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Coors Jansen or any of its affiliates in connection with or as a result of (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Coors Jansen; or (b) the fulfilment, shipping, gift wrapping or other actions by Coors Jansen to Your Products pursuant to the Fulfilment by Coors Jansen Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through an Coors Jansen Site.
SELLING ON COORS JANSEN – SERVICE TERMS
The Selling on Coors Jansen Service ("Selling on Coors Jansen") is a Service that allows you to list certain products and services for sale directly via the Coors Jansen Sites. Selling on Coors Jansen is operated by Coors Jansen Group Limited.
These Selling on Coors Jansen Service Terms are part of the Coors Jansen Services Seller Agreement ("Seller Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Coors Jansen. Unless defined in these Selling on Coors Jansen Service Terms (including the Selling on Coors Jansen Definitions), all capitalized terms have the meanings given them in the Sellers Agreement. THE TERMS OF THE COORS JANSEN GROUP LIMITED SELLING ON COORS JANSEN USER AGREEMENT BETWEEN YOU AND COORS JANSEN GROUP LIMITED WILL GOVERN THE PAYMENT PROCESSING SERVICE PROVIDED TO YOU IN CONNECTION WITH YOUR TRANSACTIONS THROUGH THE SELLING ON COORS JANSEN SERVICE WHICH YOU REGISTER FOR OR USE IN CONNECTION WITH THE COORS JANSEN SITE, YOU ARE SUBJECT TO THE TERMS OF THE USER AGREEMENT NOT WITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.
1 - Your Product Listings and Orders
1a - Products and Product Information. You will, in accordance with applicable Policies, provide accurate and complete Required Product Information for each product or service that you make available to be listed for sale through any Coors Jansen Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and the offer and subsequent sale of any of the same on any Coors Jansen Site comply with all applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Programme Policies), defamatory or obscene materials, and do not violate any third party’s copyright, trademark, design, database or other rights. You declare that Your Products were not produced, manufactured, assembled, or packaged by forced, prison or child labour. You may not provide any information for, or otherwise seek to list for sale on the Coors Jansen Sites, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on any Coors Jansen Site. For each item you list on any of the Coors Jansen Sites, you will provide to us the state or country from which the item ships.
1b - Product Listings; Merchandising; Order Processing. We will list Your Products for sale on a particular Coors Jansen Site on the applicable Selling on Coors Jansen Launch Date, and conduct merchandising and promote Your Products in accordance with the Sellers Agreement (including via the Coors Jansen Associated Properties or any other functions, features, advertising, or programmes on or in connection with the applicable Coors Jansen Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and Coors Jansen may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds relating to sales made on Coors Jansen Site will be credited to your Selling on Coors Jansen payment account, in accordance with the User Agreement.
1c - Shipping and Handling Charges. For those of Your Products sold on or through a Coors Jansen Site that are not fulfilled using Fulfilment by Coors Jansen, you will determine shipping and handling charges, if applicable, via and subject to our standard functionality and categorizations for the Coors Jansen Site and further subject to any shipping and handling charge Policies for such Coors Jansen Site. For those of Your Products that are fulfilled using Fulfilment by Coors Jansen, please refer to the Fulfilment by Coors Jansen Service Terms.
2 - Sale and Fulfilment, Refunds and Returns
2a - Sale and Fulfilment. Other than as described in the Fulfilment by Coors Jansen Service Terms (if you use the Fulfilment by Coors Jansen Service), for each Coors Jansen Site for which you decide to register or use the Selling on Coors Jansen Service, you will: (a) source, sell, fulfil, ship and deliver Your Products that are not fulfilled using the Fulfilment by Coors Jansen Service, and source and sell Your Products that are fulfilled using Fulfilment by Coors Jansen, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Sellers Agreement, and all terms provided by you and displayed on the applicable Coors Jansen Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the applicable Coors Jansen Site at the time of the applicable order (which terms and conditions will be in accordance with the Sellers Agreement) or as may be required under the Sellers Agreement; (e) ship and fulfil Your Products throughout the Coors Jansen Site Country (except to the extent prohibited by Law or the Sellers Agreement); (f) provide to Coors Jansen information regarding shipment, fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products and services made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products, and, if applicable, any tax invoices; (j) identify yourself as the seller of the product on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders, shipments or fulfilment of Your Products (except that to the extent Your Products qualify for payment at a time other than when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For those of Your Products that are fulfilled using Fulfilment by Coors Jansen, if any, the Fulfilment by Coors Jansen Service Terms will apply to the storage, fulfilment and delivery of such Products.
2b - Cancellations, Returns and Refunds. For all of Your Products that are not fulfilled using Fulfilment by Coors Jansen, you will accept and process cancellations, returns, refunds and adjustments in accordance with these Service Terms and the Coors Jansen Refund Policies and Applicable Policies for the applicable Coors Jansen Site published at the time of the applicable order and we may inform customers that these policies apply to Your Products. Except as otherwise set forth in the Policies, you will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions. You will route all such payments through Coors Jansen site in respect of sales made on the Coors Jansen Site. For all of Your Products that are fulfilled using Fulfilment by Coors Jansen, the Coors Jansen Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises.
3 - Problems with Your Products
3a - Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which the credit card company is responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfilment by Coors Jansen, if any, the Fulfilment by Coors Jansen Service Terms will apply to non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, as well as any other safety concerns related to, any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products. If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Coors Jansen or third parties, then we may mitigate them including by determining whether a customer will receive a refund, adjustment or replacement for any of Your Products for as long as we determine any related risks to Coors Jansen or third parties persist.
3b - TomBar Guarantee.
If we inform you that we have received a claim under the “TomBar Guarantee” offered on a particular Coors Jansen Site or any other dispute relating to the offer, sale or fulfilment of Your Product(s) (other than a chargeback), concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If, after investigation, we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing Coors Jansen Group Limited the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section 4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us. You will not be responsible for reimbursing Coors Jansen Group Limited where the customer has not shipped Your Product(s) back to you. However, customers will not be required to ship your Products back to you and you will be responsible for bearing the cost where there are safety or hazardous risk, IP violation, or fraudulent activity related to Your Product(s), or where you have agreed not to require the return of Your Product. Where we find that a claim, chargeback, or dispute is your responsibility and the customer has returned Your Product, you are responsible for reimbursing the return shipping cost. Only Tombar claims that we determine are your responsibility are taken into consideration to calculate your performance indicators.
4 - Compensation
You hereby irrevocably authorise Coors Jansen Group Limited to debit Your Selling on Coors Jansen payment account and pay us: (a) the applicable Referral Fees; (b) any applicable Variable Closing Fee; and (c) the non-refundable Selling on Coors Jansen Subscription Fee to cover the cost of registering your Selling on Coors Jansen seller account and the ongoing costs of maintaining it. The Selling on Coors Jansen Subscription Fee is payable in advance for each month (or for each transaction, if applicable) during the term of this Agreement. “Selling on Coors Jansen Subscription Fee” means the fee specified as such on the applicable Coors Jansen Site at the time such fee is payable.
With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Sellers Agreement; (y) “Variable Closing Fee” means the applicable fee, if any, as specified on the applicable Coors Jansen Site and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the applicable Coors Jansen Site specified on the Coors Jansen Site at the time of Your Transaction, based on the categorization by Coors Jansen of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charges set by us in each of the following two cases: (i) in the case of Your Transactions that consist solely of products fulfilled using Fulfilment by Coors Jansen, and (ii) for sellers on the Individual selling plan, in the case of Your Transactions that consist solely of Media Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed in the Local Currency, and all payments contemplated by this Agreement will be charged in the Local Currency.
All taxes or surcharges imposed on fees payable by you to us or our affiliates will be your responsibility.
5 - Coors Jansen’s Websites and Services
Coors Jansen has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the Coors Jansen Stores, and all aspects of each Selling Service, including your use of the same. Coors Jansen may assign any of these rights or delegate any of its responsibilities.
6 - Tax Matters
In addition to the General Terms, you agree that the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that may be required to be remitted in connection with such sale, unless otherwise provided in any Policy or otherwise agreed by Coors Jansen in advance in writing.
Selling On Coors Jansen Definitions
"Coors Jansen Refund Policies" means the return and refund policies published on a particular Coors Jansen Site and applicable to products sold by Coors Jansen Group Limited via such Coors Jansen Site.
"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that Coors Jansen designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.
"Media Product" means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, and/or other media product in any format, including any subscription therefor, sold through a Coors Jansen Site.
"Purchase Price" means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).
"Required Product Information" means, with respect to each of Your Products in connection with a particular Coors Jansen Site, the following (except to the extent expressly not required under the applicable Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and EAN/UPC numbers and other identifying information as Coors Jansen may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Coors Jansen from time to time); (d) categorization within each Coors Jansen product category and browse structure as prescribed by Coors Jansen from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Coors Jansen image guidelines and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; (p) the state or country Your Products ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products).
"Selling on Coors Jansen Launch Date" means the date on which we first list one of Your Products for sale on a particular Coors Jansen Site.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the Sellers Agreement; however, as used in these Service Terms, it means any and all such transactions through Selling on Coors Jansen only.
