mbeddo Supplier Terms & Conditions
Our Legal names are Xperedon Inc of Geneva and Xperedon Payment Services Ltd of London.
'mbeddo’ is our trading name. We call ourselves this in this contract.
Our supplier agreements are straightforward with no set up costs and no joining fee.
This agreement therefore sets out our commitments to each other.
We might have to amend these T&Cs from time to time and we will do so by posting the amended version on our web site. You (the supplier / seller) acknowledge that it is ultimately your responsibility to check these T&Cs on a regular basis.
You (the supplier/seller) warrant that:
- You are legally able to trade.
- You are incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the country from which you trade.
- You have a trading (operating) address in that country.
- You establish and maintain access to the internet at your own cost, through use of a computer and modem or other access device.
- You ensure that at all times all computer hardware and software you use to access and interoperate is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses.
- You will use your best endeavours to ensure that information supplied electronically to mbeddo is submitted free from Viruses.
We at mbeddo have no responsibility for the provision, support and maintenance of any of the Seller’s hardware or software used to provide the Seller with access to the internet or the mbeddo Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Seller.
Restrictions of Use
Products and text inserted by You (Supplier/seller) for sale must not:
- be defamatory of any person;
- contain material which is obscene, discriminatory, offensive, hateful, threatening, libelous, slanderous, or inflammatory;
- infringe any copyright, database right or trade mark of any other person;
- be likely to deceive any person;
- promote any illegal activity;
- be likely to harass, upset, embarrass, alarm or annoy any other person;
- be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
- infringe any laws regarding the trading of products that are not legal in the country where you are based;
- infringe any laws regarding the delivery of products to a customer in a country where those products are illegal.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted. We have the right to remove any material or posting and close down a Supplier/Seller's account without previous warning, if we consider they have infriged on the agreed Restrictions of use stated above.
Any images uploaded and text inserted on a Suplier's shopfront will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose.
You are responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the mbeddo website.
You agree to take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
You agree to inform us immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;
Intellectual Property Rights
The Seller recognises that the IPR in the mbeddo name, logo or branding are owned entirely by mbeddo and agrees that it may only use the mbeddo name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of mbeddo. All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of mbeddo or its licensors as appropriate. Any IPR created by mbeddo in the course of the performance of these Conditions or otherwise in the provision of the Service shall remain the property of mbeddo.
The Seller warrants that:
- It is the legal beneficial owner of all of the IPR in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to mbeddo and/or that it possesses a valid licence to use any and all such IPR;
- The making of Products available for sale on the Online Marketplace, and consequent use of the Seller’s IPR by mbeddo will not infringe any IPR owned by any third party, and there is and will be no claim against mbeddo by any third party arising in relation to the use of such IPR;
- All items offered for sale by the Seller are not replica or design copies of any other brand, designer or manufacturer;
- The Seller shall indemnify and hold mbeddo harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach in respect of any claim or action that the normal operation, possession or use of those IPR by mbeddo infringes a third party’s rights (“IPR Infringement Claim”);
- In the event of an IPR Infringement Claim the Seller shall forthwith make without charge to mbeddo such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing;
mbeddo shall notify the Seller as soon as reasonably practicable if it becomes aware of any IPR Infringement Claim by a third party.
mbeddo shall be entitled to take sole conduct of the defense to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. The Seller shall give mbeddo such assistance as it shall reasonably require in respect of the conduct of the said defense including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Seller authorises mbeddo (including its employees, agents and contractors) to hold and process Seller Information.
The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:
- Is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;
- Was lawfully in the possession of the recipient before the disclosure under the Conditions took place;
- Was independently disclosed to it by a third party entitled to disclose the same;
- Is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
The obligations of confidentiality under the Conditions shall remain in effect for two (2) years after the termination or expiry of the Conditions, howsoever arising.
The Seller shall not be entitled to assign, charge, subcontract or transfer this agreement or any part of it without the prior written consent of mbeddo. For example, and this does not in any way constitute an exhaustive list, if the Seller wishes to subcontract its obligations under this agreement to a third party service provider, or the Seller wishes to sell all or part of its assets to a third party, the prior written consent of mbeddo shall be required in order to do so.
mbeddo may assign, charge, subcontract or transfer this agreement or any part of it to any person.
No term of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor or either mbeddo or the Seller) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes the rights of mbeddo when acting as payment agent of any seller.
mbeddo reserves the right to suspend or to cancel the Conditions in whole or in part (without liability to mbeddo) if it is prevented from or delayed in the carrying on of its business and its obligations under the Conditions due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of mbeddo continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Conditions.
Notices may be sent by email provided that, to be effective, the addressee acknowledges receipt of the communication, such acknowledgement to take the form of a return receipt or acknowledging e-mail.
The relationship of mbeddo (and its employees) to the Seller will be that of independent contractor and nothing in the Conditions shall render mbeddo (nor its personnel) as an employee, worker, any other form of agent, or partner of the Seller or Customer. Subject to any express provision in the Conditions to the contrary or at mbeddo’s reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
This agreement, and any documents referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
Nothing in this clause shall limit or exclude any liability for fraud.
This agreement and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.