SELLERS AGREEMENT

THIS SELLER’S AGREEMENT (‘AGREEMENT’) SETS OUT THE TERMS UNDER WHICH BUCOLIK, LLC ('Bucolik') PROVIDES YOU (THE 'SELLER') WITH ACCESS TO CERTAIN FEATURES AND FUNCTIONALITIES ON WWW.bucolik.com (THE 'WEBSITE') TO MARKET AND SELL JEWELERY, HANDBAGS, FASHION ACCESSORIES, AND FASHION APPAREL.

THE TERMS ARE SET OUT FULLY BELOW - PLEASE READ THEM CAREFULLY BEFORE USING THE WEBSITE.

THE SELLER ACKNOWLEDGES THAT BY CLICKING ON THE BUTTON MARKED 'I ACCEPT' OR BY USING THE WEBSITE (WHOLLY OR PARTLY) AS A SELLER, THE SELLER AGREES TO BE BOUND BY THESE TERMS. IF THE SELLER DOES NOT ACCEPT THESE TERMS, THE SELLER WILL NOT BE ABLE TO USE THE FEATURES AND FUNCTIONALITIES OF THE WEBSITE AS A SELLER.

YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.

WHEREAS:

A) Bucolik operates and maintains the Website (defined below) which is an online marketplace offering independent fashion apparel, jewelry, handbags and fashion accessories, and space for designers to advertise and sell their Products (defined below) using the Website.

B) The Seller is an independent fashion, jewelry, handbag or fashion accessories designer and wishes to make its Products available using the Website and in accordance with the terms of this Agreement.

 

IT IS HEREBY AGREED AS FOLLOWS:

 

1. DEFINITIONS

'Comment' means the comment and feedback provided by the Users on the Website with respect to a Product and/or Seller;

'Content' means materials owned by and/or licensed to the Seller including but not limited to, listings, images, photographs, articles, write-ups and comments;

'Exclusive Designer' means a Seller who has opted to sell its fashion apparel, jewelry, handbags or fashion accessories exclusively on the Internet through the Services and the Website and who shall be entitled to a different rate of Fees, which are more particularly set out in Article 5 below;

'Fees' means a sum in US Dollars equivalent to a percentage of the Price (in US Dollars) after deduction of VAT (if applicable), which is more particularly set out in Article 5 below;

'Force Majeure' mean any non-performance, defective performance or delay in the performance of any of the Services caused directly or indirectly by acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, terrorism, lack of adequate power or labor, strike, lock-out or injunction, compliance with governmental laws, regulations or orders, sickness or indisposition of key Bucolik employees or sub-contractors, or any other cause whether or not of the class or kind enumerated which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of a party;

'Intellectual Property Rights' means all intellectual property rights, including, but not limited to patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, database rights, moral rights, topography rights, rights in databases, software rights (including without limitation rights to its object code and source code), trade secrets and know-how, in all cases whether or not registered or registerable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

'Listings' means details of a Product offered on the Website;

'Login Details' means any username and password needed in conjunction with the Services and the Website;

'Price' means the price of the Product excluding VAT, all other applicable taxes, shipping costs and any other applicable additional costs;

'Product' means a fashion item including but not limited to apparel, jewelry, handbags and all other fashion accessories offered for sale on the Website using the Services;

'Services' means the facility offered by Bucolik to advertise Product, publish and make available the Content and, conduct a sales transaction of Product using the Website;

'Term' has the meaning set out in Article 6(A) below;

'Users' means a user registered with the Website; and

'Website' means www.bucolik.com or any other designated unique resource locator as determined by Bucolik from time to time and used by the Seller pursuant to this Agreement.

 

2. SELLER'S OBLIGATION

  • The Seller shall maintain all contacts for the sale of its Product with the Users, using the functionalities available on the Website and/or the Services. The Seller shall not, at any time during the Term, contact the Users or any other prospective buyers using any other alternative means other than the Website and/or the Services.
  • The Seller acknowledges and agrees that Bucolik will provide the processing of all sales through the Website, and seller is responsible for packaging and shipping the item to the end user. Seller shall inform purchasers of any extra shipping needed to facilitate special order items.
  • Any and all Content and Listing accompanying the advertising of a Product must be related to the specific Product offered for sale. Bucolik reserves the right to remove any Product listing and suspend any Seller who violates this provision.
  • The Seller acknowledges that Bucolik is not obliged to vet, review or verify the Content and/or the Product to determine whether any such Content and/or Product may result in any liability to any third party.
  • The Seller further acknowledges that Bucolik shall not be liable in any way and for any reason for the behavior of the User or any Comments made by the User in respect of the Seller and/or the Product.
  • If the Seller registers with Bucolik as an Exclusive Designer, the relationship between Bucolik and the Seller under this Agreement shall be exclusive for the duration of the Term. Consequently, the Seller shall not during the Term, sell and/or make any of its Products available on the Internet or to the public other than through the Website or the Seller's personal website.
  • The Seller agrees that it is solely responsible and liable for all use of the Services and the Website, if such use was made using the Seller's Login Details. Consequently, the Seller shall promptly notify Bucolik in the event there is a breach of security or any unauthorized use of the Seller's Login Details.
  • The Seller acknowledges and agrees that Bucolik is not obliged to publish, upload or make available any of the Content, Listing and/or Products (wholly or partly) on the Website for any reason whatsoever, other than those expressly set out in this Agreement.
  • The Seller agrees that at all times, it shall:
    • not use the information presented on the Website for any purposes other than those expressly set out herein;
    • not commit any acts that are likely to impair, interfere with, damage or cause harm to the network or any persons using the Website;
    • not use the Website, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
    • not use any information obtained using the Website otherwise than in accordance with the terms set out herein;
    • comply with all instructions and policies from Bucolik regarding the Website;
    • Co-operate with any reasonable security measures or requests for information from Bucolik.
  • Without prejudice to any of Bucolik’s other rights and remedies, Bucolik reserves the right, in its sole and absolute discretion, to take any action that it deems necessary and appropriate, including without limitation, suspending wholly or partly, temporarily or permanently, the Seller's use and/or access to the Website and/or the Services, in the event it considers that there is a breach or threatened breach of this Article 2.
  • Seller must agree to provide a full refund to customers if an item is returned within 14 working days of receipt and is in the same condition as shipped by Seller. The refund will be processed only once the Seller receives the returned piece in satisfactory condition. Seller will contact to Bucolik to facilitate the refund process once both parties have agreed on the return.

 

3. BUCOLIK'S OBLIGATIONS

  • In consideration for the Seller's compliance with the terms of this Agreement and subject to Article 5(B), Bucolik shall make a good faith effort to make the Website and the Services available at all times during the Term.
  • Seller acknowledges and agrees that Bucolik relies on third party service providers to provide the Services and access to the Website. Consequently, Bucolik cannot guarantee uninterrupted or fault-free access to and/or use of the Services and the Website, or any aspect thereof, and Seller agrees Bucolik will not be held liable for any service interruptions or potential lost profits.
  • Bucolik will pay Seller the amounts due pursuant to section 5.B. every 30 days.

 

4. PRODUCT PRICING

  • The Seller shall be entitled to price its Products at its sole and absolute discretion, subject to compliance with all applicable laws and legislation.
  • The Price shall be determined in accordance with the location of the Seller as follows:
    • Pounds Sterling ('£') if the Seller is located in the United Kingdom;
    • in Euros ('€') if the Seller is located in the Euro Zone;
    • in Australian Dollars ('AU$;') if the Seller is located in Australia; or
    • in US Dollars ('$') if the Seller is located in a country other than as set out in Articles 4(B)(i), 4(B)(ii) and 4(B)(iii) above.
  • The Price shall be converted into all other applicable currencies (as set out in Article 4(B)) based on the currency conversion rate at the time the Seller registers the Price against the Product using the Services. Consequently, the Product shall be made available for purchase by the User in any one of the three (3) currencies.
  • The conversion rate set out in Article 4(C), when applicable, shall be the most current Foreign Exchange Rate posted by the Federal Reserve Bank (http://www.federalreserve.gov/releases/h10/current/) on the day the Seller registers the Price against the Product using the Services.
  • The Buyer shall be responsible for the payment of all applicable taxes.
  • The Seller shall keep the retail and shipping prices of their items consistent across all distribution channels (online and offline) with no price difference.

 

5. FEES

  • The Seller shall pay Bucolik the Fees in accordance with this Article 5.
  • The Fees due and payable to Bucolik, excluding fine jewelry, shall be thirty percent (30%) of the Price of the Product for standard items and thirty-five percent (35%) for Exclusive items. Fine jewelry shall be fifteen percent (15%).
  • By joining Bucolik, the Seller agrees to participate in shipping promotions at their own cost across the entire Bucolik website. These promotions shall not exceed six (6) per calendar month, and Seller will be provided with advance notice.
  • Bucolik shall notify the Seller of any applicable new Fees. All new Fees shall be applicable immediately upon notification by Bucolik.
  • All Fees shall become due and payable immediately, and will be automatically deducted from the Price upon receipt of payment from the Users using the designated third party payment handler. All Fees shall be exclusive of any applicable value added tax (or any successor tax), shipping costs, delivery charges and/or any other applicable taxes or charges of any nature whatsoever.
  • Bucolik reserves the right to change the Fee percentages set forth in this Article 5 at any time. Any changes made to this Agreement will be made in writing with notice to the Seller.
  • Bucolik’s service to Sellers is treated, for VAT purposes, as an electronically supplied service. As a Company based in the United States, Sellers are liable to pay VAT for Bucolik 's services as follows: If the Seller is based in the UK, he or she will be liable to pay VAT at the standard UK rate (20%) on Bucolik 's seller fee, deductible from the Price of the item sold. If the Seller is based outside the UK but within the European Union (EU), the Seller is not liable for VAT if he or she operates as a business (evidenced by a VAT registration number). If the Seller is based outside the UK but within the European Union (EU), the Seller is liable for VAT if he or she does not operate as a business (no VAT registration number). If the Seller is based outside the UK and the EU, the Seller is not liable for VAT.

 

6. TERM AND TERMINATION

  • This Agreement shall commence on the Effective Date and shall remain in force until and unless terminated by the parties in accordance with this Article 6 ('Term').
  • Either party ('Terminating Party') may terminate this Agreement for any reason by giving notice to the other of such termination. Bucolik shall deactivate the Seller's account with the Website upon such termination.
  • On termination of this Agreement for any reason:
    • the Seller's right to use the Services and the Website shall cease immediately and the Seller shall remove all Content, Listings and any other information regarding the Seller and/or its Products from the Website;
    • all licenses granted in accordance with this Agreement shall cease immediately;
    • Bucolik shall be entitled to be paid all sums due (not paid) under this Agreement; and
    • the termination shall not affect the rights of either party accruing or accrued prior to the termination of this Agreement.
  • On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination.

 

7. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

  • All warranties, representations, guarantees, conditions and terms other than those expressly set out herein, whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, regarding the Website and Services are hereby expressly excluded to the fullest extent permissible by law.
  • Subject to Article 7(A), the Seller warrants to Bucolik that:
    • the Seller is an independent apparel, jewelry, handbag or fashion accessories designer;
    • the Seller has the authority and capacity to enter into and be bound by the terms of this Agreement;
    • the information provided to Bucolik is true, accurate and correct and that Seller shall promptly notify Bucolik in the event of any changes to such information;
    • the Product, the Content and the Seller's right to sell or make the Product available on the Website using the Services do not infringe any third party rights, to include: Intellectual Property Rights, proprietary rights or rights of publicity or privacy;
    • the Product, the Content, the Seller's right to sell or make the Product available for purchase and the Seller's use of the Website and Services do not violate any applicable law, legislation, statute, ordinance and/or regulations;
    • the Content is not and may not be deemed defamatory, libelous, unlawfully threatening or unlawfully harassing;
    • the Content and the Product are not and do not contain elements which are or may be deemed to be obscene or pornographic and do not contain child pornography; and
    • the Content does not contain any viruses, Trojans, worms, time bombs, cancel bots or other programs that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
  • Subject to Article 7(E), the maximum aggregate liability of Bucolik (including its respective agents and sub-contractors) under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the Fees paid by the Seller under this Agreement.
  • In no event shall Bucolik (including its respective agents and sub-contractors) be liable for (a) any loss of profits, loss of data, loss of expectations, loss of anticipated savings, loss of business prospects, business interruption, loss of use, loss of contracts, loss of goodwill and reputation (whether direct or indirect), loss of management time; or (b) any indirect or consequential losses of any nature whatsoever; or (c) any losses, claims, demands and damages (whether direct or consequential) of any kind and nature, known and unknown, arising out of or in connection with dispute(s) between the Seller and the Users; or (d) any inability and/or failure by the Seller to use the Services and the Website due the failure of or any integration or interoperability issues arising with any third party or the Seller's operating systems or legacy systems, whether or not caused by or resulting from Bucolik 's negligence or a breach of its statutory duties or a breach of its obligations however caused, even if the Seller is advised of the possibility of such loss.
  • Nothing in these Terms shall limit or exclude Bucolik's liability in respect of death and personal injury due to gross negligence.

 

8. INTELLECTUAL PROPERTY RIGHTS

  • The Seller acknowledges and agrees unless otherwise expressly agreed to the contrary, all Intellectual Property Rights created regarding the Services, and under this Agreement, shall be owned by Bucolik.
  • Nothing in this Agreement will serve to transfer from Bucolik to the Seller any of the Intellectual Property Rights owned by Bucolik and/or its licensors and all right, title and interest thereof shall remain exclusively with Bucolik and/or Bucolik's licensors.
  • Except for the rights expressly granted in this Agreement, nothing in this Agreement shall serve to transfer from the Seller to Bucolik any of the Content, and all right, title and interest in and to the Content will remain exclusively with the Seller.
  • Bucolik grants the Seller a non-exclusive, worldwide, non-assignable, non-sub-licensable license to use the Intellectual Property Rights owned by and/or licensed to Bucolik strictly regarding the Seller's use of the Website and the Services. Where the Seller's intended use of such Intellectual Property Rights is other than regarding the Services and the Website, the Seller agrees that it shall first procure the prior written consent of Bucolik.
  • The Seller grants to Bucolik a non-exclusive, worldwide, non-assignable, non-sub-licensable, royalty-free license to use the Content for the sole purpose of performing its obligations under this Agreement.
  • Nothing in this Agreement shall prevent Bucolik from using any know-how, methods, techniques or procedures owned or developed by Bucolik in the course of performing its obligations under this Agreement.
  • The Seller shall promptly notify Bucolik of any claim or demand which is made, brought or threatened against the Seller in respect of the infringement or alleged infringement of any Intellectual Property Right by reason of the use of the Services and the Website by the Seller. The Seller agrees to grant Bucolik exclusive control of any litigation and negotiations arising from such a claim, and to give Bucolik such assistance as it may reasonably request.
  • If a claim or demand for infringement or alleged infringement of any Intellectual Property Right is made in respect of the Website and/or use of the Services or, in the reasonable opinion of Bucolik, is likely to be made, Bucolik shall be entitled, at its own expense and option, either to:
    • modify or replace the infringing items of the Website and Services (without detracting in any way from their performance or functionality) so that the same cease to be infringing; or
    • procure the right for the Seller to continue using the Website and the Services as contemplated by this Agreement.
    • Bucolik shall have no liability for, and the Sellers shall indemnify Bucolik against any claim that the Content, the Website and/or the Services infringes any Intellectual Property Rights, where the cause of the infringement is:
    • any materials or instructions, including without limitation, the Content provided to Bucolik by or on behalf of the Seller; or
    • modification, enhancement or alteration of the Content by or on behalf of the Seller; or
    • due to the use of the Content, the Website and the Services in breach of the provisions of this Agreement.
  • All third party Intellectual Property Rights required by the Seller to enable it to use the Website and the Services shall be procured by the Seller. Bucolik shall not be liable for any delay or failure of the Seller to procure such third party Intellectual Property Rights.

 

9. DATA PROTECTION

  • The Seller hereby warrants and agrees that it shall at all times comply with its obligations under the applicable data protection legislation during the Term. The Seller shall fully indemnity Bucolik against all actions, claims and expenses (including legal costs) whatsoever which arises out of any breach of this provision.

 

10. GENERAL

  • If Bucolik fails at any time to insist upon strict performance of its obligations under this Agreement, or if it fails to exercise any of the rights or remedies to which it is entitled to under this Agreement, such will not constitute a waiver of any such rights or remedies and shall not relieve Seller from compliance with such obligations.
  • A waiver by Bucolik of any default shall not constitute a waiver of any subsequent default. No waiver by Bucolik of any of the provisions herein shall be effective unless it is expressly stated to be a waiver and is communicated to the Seller in writing.
  • All notification and communication shall be made in writing and delivered via electronic mail to Bucolik or the Seller as appropriate, and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of sending the electronic mail.
  • If any of the provisions herein are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will, to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
  • This Agreement represents the entire agreement between the Seller and Bucolik and shall supersede any prior agreement, understanding or arrangement between the parties whether oral or in writing.
  • The Seller acknowledges that in entering into this Agreement, it has not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between the parties, except as expressly set out in this Agreement.
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA.

 

11. CONTACT DETAILS

BUCOLIK:

bucolik.com LLC; contact-us@bucolik.com

SELLER:

Notices and information shall be sent to the Seller at the email address provided upon registration as a Seller with the Website.