These Terms and Conditions (the ‘Agreement’) govern your use of the Paace platform, operated by Paace Ltd, a company registered in England and Wales with company number 14085970, (‘Paace’, ‘us’, ‘we’ and ‘our’). By creating an account and using our platform, you (‘Partner, ‘Supplier’, ‘you’ and ‘your’) agree to these Terms and Conditions in full. If you do not agree to these Terms and Conditions, you must not create an account or use our services.
Supply of Services
During the term (as defined below), Paace agrees to sell and advertise your goods on its app. Using the Paace app, users will be directed to your store and notify you that they have placed an order on the platform (an ‘Order’).
Each Order will constitute a binding obligation on you to supply the Goods in accordance with the terms of the Order and this Agreement and you are deemed to have accepted such Order on its receipt.
Term
This Agreement commences on the creation of your account and will continue until either party provides at least ninety (30) days written notice of its intent to terminate to the other, or unless terminated in accordance with the ‘Term & Termination’ provisions of this Agreement (the “Term”).
Your responsibilities
a) Compliance with laws
You understand and agree that you are responsible for complying with all applicable laws and regulations for the products listed for sale on our website. We will have no liability in this regard.
b) Personal data
You are responsible for protecting our customers’ personal information and must comply with all applicable data protection and privacy laws, including the UK General Data Protection Regulation (GDPR), the Data Protection Act 2018, and any other applicable regulations. This includes ensuring that:
- Customer personal data is processed lawfully, fairly, and transparently;
- You only collect, store, and process personal data that is necessary for fulfilling Orders or other lawful purposes related to this Agreement;
- You maintain appropriate security measures to protect personal data from unauthorized access, loss, or disclosure;
- You cooperate with Paace in responding to data subject requests, including those related to access, rectification, or deletion of personal data;
- If a data breach occurs that involves our customers’ personal data, you notify us immediately and comply with all relevant legal reporting obligations.
Where you process personal data directly, you must have a privacy policy compatible with this Agreement and Paace’s privacy policy, ensuring it is available to customers. Failure to comply with applicable data protection laws may result in termination of this Agreement and legal action where applicable.
c) Service levels
You must provide an excellent standard of customer service and maintain trust with our customers.
You agree that customers are customers of Paace and all the goodwill associated with that relationship shall belong to us. To help us preserve our goodwill and maintain good relationships with our customers, you agree to:
- operate all parts of your business which have contact with our customers strictly in accordance with the highest standards;
- not do anything which could or might in our opinion bring us into disrepute, damage our reputation or our business; and
- observe all our directions and instructions for the promotion and advertisement of any business traded under our brand.
d) Customer complaints
Customers may contact Paace regarding non-delivery or not-as-described goods. You must respond to these complaints within three working days or as instructed by Paace. We may request your assistance in resolving a complaint. In such instances, you agree to respond promptly and in a professional manner.
e) Use of our branding and logos
By selling on our website, you agree to use our brand, logo, trademarks or designs (whether
registered or unregistered) (the ‘Marks’) only in accordance with our brand guidelines. You must also ensure that any website that you use which includes our Marks complies with the quality standards and criteria set out in this Agreement.
f) Our use of your materials and imagery
We expect you to provide Paace with all relevant information about the Goods, including:
- General description;
- Composition;
- Country of manufacture;
- Measurements;
- all applicable sizing and fit information;
- Ingredients;
- Nutritional information;
- Weight.
In addition, we will also ask you to provide adequate imagery of each of the Goods and products as required.
Pricing
The prices of the Goods shall be the retail prices discounted by at least 15%. You will be responsible for updating the app with any pricing changes via the vendor portal. You will also ensure that the price offered on the Paace app is the most favourable price on the market and that Paace users cannot find the same products on other apps, platforms or technology providers, or via other promotions, at a lower price.
Prices displayed on our website shall be inclusive of VAT or any equivalent local sales taxes which may be applicable. If your products are discounted, Paace reserves the right to advertise the discounted price.
Our fees
We will charge you a monthly fee based on the volume of customers we send to you. Our pricing structure will be as follows:
- 0-50 customers - 15p per customer
- 51-100 customers - 12p per customer
- 101+ customers - 10p per customer
We reserve the right to amend our pricing at our discretion. You will be notified of any amendments by email.
Payment terms
Payment will be made monthly via direct debit. The direct debit will be set up on Paace’s vendor portal and facilitated by a payment gateway of Paace’s choice. We reserve the right to change our payment gateway at any time. If you believe a payment has been charged in error, you must notify us within 30 days of the charge for resolution.
Mutual Confidentiality
Each party may be granted access to Confidential Information of the other party during the term of this Agreement. Each party agrees that it will not use or disclose to any third party any Confidential Information of the other party except as permitted by this Agreement or as authorised by the other party’s prior written consent. In no event, will either party use less care to maintain the Confidential Information of the other party than it uses to maintain the confidentiality of its own non-public information, and in no event less than a reasonable degree of care. Disclosure of Confidential Information will not be precluded if such disclosure is in response to a valid order of a court or other governmental body or is otherwise required to be disclosed by law; provided that, wherever legally able to do so, the recipient of the Confidential Information will first have given written notice to the discloser of the Confidential Information so that the discloser may seek an appropriate protective order.
“Confidential Information” means non-public information that is marked or identified as confidential by the disclosing party or that by its nature and/or by the circumstances surrounding disclosure, a reasonable person should understand it to be proprietary or confidential. Confidential Information includes (but is not limited to) business methods and strategies, business plans, pricing strategies, and the terms of this Agreement. Confidential Information will not include information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) is rightfully acquired by the recipient from a third party without any obligation of confidentiality; (c) is independently developed without knowledge or access to such Confidential Information; or (d) is previously known to the recipient without nondisclosure obligations.
Term & Termination
Either party may terminate this Agreement, immediately, if the other has failed to perform any obligation hereunder and has not rectified such failure within thirty (30) days after receiving written notice of the failure.
Upon any expiration or termination of this Agreement, each party will return or destroy and make no
further use of any Confidential Information belonging to the other party. Also, you will fulfil any pending
orders (for which you will be paid in accordance with the terms of the Agreement), and you will be
permitted to access and use the Paace platform solely in order to, and to the extent necessary to, fulfil such pending orders.
Indemnification
You will indemnify and hold harmless Paace from and against all claims, liabilities, losses, damages, expenses, and costs (including reasonable legal fees) incurred by Paace as a result of any action, demand or claim:
(a) arising from your (including your representatives and agents) negligence, misconduct, breach of this Agreement or violation of law, rule or regulation (including without limitation false advertising);
(b) That our use or possession of the Goods infringes the intellectual property rights of any third party;
(c) that Paace is in breach of any applicable laws as a result of any act or omission of the Supplier;
(d) made against Paace by a third party (including our customers) arising from any defect in the Goods caused by your breach of this Agreement.
You agree to provide our customers with any and all product warranties that you customarily provide to your other customers, and shall honour such warranties in accordance with their terms.
Paace will:
(a) promptly notify you in writing of any claims;
(b) provide you, at your expense, any assistance reasonably requested by you and necessary for the defence or settlement of such claim; and
(c) allow you to direct and control the defence or settlement of such claim, provided, however, that we reserve the right to retain counsel to participate in any claim for which indemnification is sought, at our expense. Notwithstanding the preceding sentence, the failure of Paace to give notice hereunder shall not release you from your obligations under this section, except to the extent you are actually and materially prejudiced by such failure to give notice.
Our total liability to you, whether in contract, tort, or otherwise, shall not exceed the total fees paid by you to Paace in the 12 months preceding the claim.
Mutual Limitation of Liability
Neither party shall be liable for consequential, indirect or special losses. Neither party shall be liable for any of the following:
- Loss of profit;
- Loss of data;
- Loss of use;
- Loss of contract;
- Loss of opportunity;
- Loss of savings, discount or rebate.
Any limits on liability or disclaimed damages shall not apply to breaches of confidentiality by either party or the Supplier’s indemnification obligations. Each party shall be responsible for its own actions or inaction (including without limitation, as between the parties, to end users).
Notwithstanding the above provisions set out in this section, the liability of the parties shall not be limited in any way in respect of the following:
- Death or personal injury caused by negligence;
- Fraud or fraudulent misrepresentation;
- Any other losses that cannot be excluded by law;
- Any losses caused by wilful misconduct.
Intellectual property rights
Except as expressly stated in this Agreement no intellectual property rights of either party are transferred or licensed as a result of this Agreement.
Force majeure
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement save that an inability to pay is not a Force Majeure event (“Force Majeure”).The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the event continues for a continuous period of more than three months, the party not affected may terminate this Agreement by written notice to the other party.
Variation
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
Representations and Warranties
(a) Title to Products
You warrant and represent that you have marketable title or rights to the goods or services, and have obtained and will maintain all necessary permits, licenses and consents, to deliver the goods or services, free of liens and encumbrances.
(b) Intellectual Property
You represent and warrant that you own (or otherwise have the right to license to us) all of your intellectual property and other content and materials if any, that you provide to us (“Supplier Content”). You hereby grant to Paace a non-exclusive, royalty-free, perpetual, fully paid-up licence to use and copy Supplier Content solely for the purpose of promoting your products and services, including as offered or sold on or through the Paace app. Supplier Content and Goods will not infringe any third-party rights and will comply with all applicable laws and regulations.
(c) Insurance
You represent that you carry all relevant and appropriate insurance cover against all liabilities
which may arise in connection with this Agreement (including, but not limited to, product liability coverage). You agree that such insurance policies and cover will be evidenced by a certificate of insurance which shall be provided to Paace upon written request.
(d) Country of Manufacture
You represent and warrant that each and every product shipped to a customer has an accurate country-of-origin label, and contains all other labels and/or warnings as required by law.
(e) Safety and Fitness
You represent and warrant to us and our customers that each and every one of the Goods offered for sale on or through Paace is fit and safe for the purposes and uses for which it was manufactured and presents no abnormal hazards to persons or their environment.
Disclaimers
While we strive to provide uninterrupted access to the Paace platform, we do not guarantee that the platform will be available at all times or free from errors. Access to the platform may be temporarily unavailable due to maintenance, technical issues, or other unforeseen circumstances. Paace will endeavor to resolve any disruptions promptly but shall not be liable for any loss or damage arising from platform downtime.
Additionally, Paace makes no guarantees regarding the volume of sales or customer engagement generated through the platform. By agreeing to these Terms, you acknowledge and accept that success on the platform depends on various factors beyond our control.
Governing law and jurisdiction
This Agreement will be governed by and construed in accordance with the laws of England & Wales. The parties irrevocably agree that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims).
Our Relationship
This Agreement does not create between us any agency, joint venture, sales representative, partner, franchise, or employee relationship.
Assignments
This Agreement will be binding on and inure to the benefit of the parties and their respective successors in interest and assigns. You may not assign any of this Agreement, in whole or in part, without Paace’s prior written consent.
Severability
The provisions of this Agreement are severable, and in the event that any provision thereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions.
Entire Agreement
This Agreement, including all documents referred to herein, and all exhibits and schedules hereto and
thereto, constitutes the entire agreement between you and Paace with respect to the subject matter hereof and supersedes all prior agreements. Paace hereby objects to and shall not be bound by any additional, different or conflicting terms contained in a purchase order or any other document pertaining to the subject matter hereof.
Acceptance and Updates
By creating an account, you confirm that you have read, understood and agree to be bound by these Terms and Conditions. Paace reserves the right to update or modify these Terms and Conditions at any time, and such changes will be effective immediately upon posting. Continued use of the platform after changes are made constitutes acceptance of the updated terms. We recommend reviewing these Terms and Conditions periodically to stay informed of any updates. If you have any questions or concerns about the Terms and Conditions, please contact us at hello@paace.co
.avif)
