Terms & Conditions

Last Updated: November 9, 2024

1. Introduction and Acceptance of Terms

These terms of use (the "Terms") constitute a legally binding agreement between you and Omnitiva Solutions Ltd, a company registered in England and Wales (the "Company", "we", "us", or "our"), governing your access to and use of our digital marketplace platform, including any associated websites, mobile applications, and services (collectively, the "Platform").

By accessing or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to all of these Terms, you must not access or use the Platform. We reserve the right to modify these Terms at any time in accordance with Section 13 below.

2. Definitions and Interpretation

In these Terms, the following definitions apply:

"Consumer" means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession, as defined in the Consumer Rights Act 2015.

"Seller" means any business or individual offering products for sale through the Platform in the course of their business, trade, craft or profession.

"User" means any person accessing or using the Platform, whether as a Consumer, Seller, or otherwise.

"Transaction" means any contract of sale formed between a Seller and a Consumer through the Platform.

References to "writing" include emails and other electronic communications. Any phrase introduced by the terms "including," "include," "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3. Platform Operation and Our Role

3.1 Our Role as an Intermediary

We operate the Platform as an intermediary marketplace service, facilitating transactions between Sellers and Consumers. Our primary functions include:

(a) Providing and maintaining the technical infrastructure that enables Sellers to list products and Consumers to purchase them;

(b) Processing payments from Consumers through secure payment service providers;

(d) Implementing security measures to protect against fraudulent activities; and

(e) Maintaining platform functionality and user experience.

3.2 Limitation of Our Role

We do not take title to or possession of any products sold through the Platform. The contract of sale is formed directly between the Seller and Consumer. We are not party to any Transaction and do not assume any obligations, liabilities, or responsibilities in connection with any Transaction beyond those expressly set out in these Terms.

3.3 Platform Monitoring

While we are not obligated to monitor the Platform for inappropriate content or conduct, we reserve the right to do so and to take appropriate action, including removing content or suspending accounts, where we reasonably believe there has been a breach of these Terms or applicable law.

4. User Accounts and Security

4.1 Account Registration

To access certain features of the Platform, you must register for an account. You warrant that:

(a) You are at least 18 years of age;

(b) All information provided during registration is true, accurate, current, and complete;

(d) Your use of the Platform does not violate any applicable law or regulation.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

(a) Immediately notify us of any unauthorised use of your account or any other breach of security;

(b) Ensure that you exit from your account at the end of each session; and

5. Seller Obligations and Responsibilities

5.1 General Obligations

Sellers using our Platform must:

(a) Comply with all applicable laws and regulations, including but not limited to consumer protection legislation, product safety regulations, and data protection laws;

(b) Maintain all necessary licenses, permits, and authorisations required to sell their products;

(d) Honor all Transactions made through the Platform in accordance with the terms offered;

(e) Maintain appropriate records for tax and regulatory purposes; and

(f) Respond promptly to Consumer inquiries and complaints.

5.2 Product Listings

Sellers warrant that all products listed on the Platform:

(a) Comply with applicable laws and regulations;

(b) Are accurately described, including any relevant specifications, measurements, or limitations;

(d) Do not infringe any third party's intellectual property rights.

5.3 Delivery and Fulfillment

Sellers are solely responsible for:

(a) Processing and fulfilling orders promptly;

(b) Arranging delivery or collection of products;

(d) Bearing all costs associated with delivery unless otherwise agreed with the Consumer.

6. Payments, Refunds, and Our Commission

6.1 Payment Processing

All payments through the Platform are processed via Stripe (an authorised payment service provider). We maintain appropriate security measures and comply with applicable payment processing regulations.

6.2 Refunds and Returns

Primary responsibility for processing refunds and returns lies with Sellers, who must:

(a) Comply with their stated refund policy, which must conform to applicable consumer protection laws;

(b) Process valid refund requests promptly; and

6.3 Platform Intervention

While primary responsibility for refunds rests with Sellers, we reserve the right to:

(a) Facilitate refunds where a Seller fails to meet their obligations;

(b) Intervene in disputes where necessary to ensure compliance with consumer protection laws;

(d) Hold funds in escrow pending resolution of disputes in accordance with our Buyer Protection Programme.

6.4 Commission and Fees

Our commission rates and any applicable fees are as specified in our Seller agreements. Below certain sales volume, we waive 100% of the seller commission. We reserve the right to:

(a) Deduct our commission from payments processed through the Platform;

(b) Modify our commission rates with appropriate notice; and

7. Consumer Rights and Protection

7.1 Statutory Rights

Nothing in these Terms affects Consumers' statutory rights under UK law, including:

(a) Rights under the Consumer Rights Act 2015;

(b) Protection under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;

(d) Any other applicable consumer protection legislation.

7.2 Buyer Protection Programme

Our Buyer Protection Programme provides additional safeguards for Consumers, including:

(a) Secure payment processing;

(b) Assistance with dispute resolution;

(d) Support in cases of Seller non-performance.

8. Data Protection and Privacy

8.1 Data Processing

We process personal data in accordance with:

(a) The UK General Data Protection Regulation;

(b) The Data Protection Act 2018; and

8.2 Your Rights

Under applicable data protection laws, you have rights regarding your personal data, including:

(a) The right to access your personal data;

(b) The right to rectification of inaccurate data;

(d) The right to restrict processing;

(e) The right to data portability; and

(f) The right to object to processing in certain circumstances.

9. Intellectual Property Rights

9.1 Platform Content

The Platform and all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material and are protected by UK and international intellectual property laws.

9.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely in accordance with these Terms.

9.3 Restrictions

You must not:

(a) Copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Platform content without our written consent;

(b) Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or

10. Liability and Indemnification

10.1 Our Liability

To the extent permitted by law, we shall not be liable for:

(a) Any indirect or consequential losses;

(b) Loss of profit, sales, business, or revenue;

(d) Loss of anticipated savings;

(e) Loss of business opportunity, goodwill, or reputation; or

(f) Any other damages arising out of or in connection with the Platform.

Nothing in these Terms excludes or limits our liability for:

(a) Death or personal injury caused by our negligence;

(b) Fraud or fraudulent misrepresentation;

(c) Any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) Any other liability that cannot be excluded or limited under English law.

10.2 Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

(a) Your violation of these Terms;

(b) Your user content;

(d) Your violation of any third party's rights.

11. Term and Termination

11.1 Term

These Terms shall remain in full force and effect while you use the Platform or maintain an account.

11.2 Termination

We may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Platform will immediately cease.

12. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

13. Changes to Terms

We reserve the right to make changes to these Terms at any time. We will provide you with reasonable notice of any material changes, either by email or by posting a notice on the Platform. Your continued use of the Platform following such notification constitutes your acceptance of the modified Terms.

14. Miscellaneous

14.1 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in full force and effect.

14.2 Waiver

No failure or delay by us in exercising any right under these Terms shall constitute a waiver of that right.

14.3 Relationship

Nothing in these Terms creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us.

14.4 Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign our rights under these Terms without condition.

14.5 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms to which you agree when using particular elements of the Platform, constitute the entire agreement between you and us regarding your use of the Platform.

15. Contact Information

To contact us regarding these Terms or the Platform:

Legal Department

40 Bowling Green Lane, EC1R 0NE

London, United Kingdom

Email: contact@nearhive.com

For general support:

Customer Service Department

Email: contact@nearhive.com