You, in your capacity as Market Host, are not party to the sales contract between Customers and Producers and will not be responsible for the performance of the contract between the Customers and Producers or the quantity, quality, transportation, storage, conservation, delivery or compliance of any Products supplied by the Producers.
You are required to comply with all applicable laws and regulations (including any statute, regulation, by-law or subordinate legislation in force from time to time, the common law and law of equity, any binding court order, any applicable industry code, policy or standard and any requirement of a regulator to which you are subject ("Applicable Law")) and to pay all taxes, National Insurance contributions, levies or duties to which you may be subject, and to provide all benefits which you are required to provide, through your creation, development and management of your Market and, more generally, through your use of the Website.
If you wish to organise an Market you must first register with the Website as a Host.
You must provide all information and documentation requested as part of the application process. Incomplete application forms will not be considered. We may request any additional information which we, in our sole discretion, deem necessary as part of the application process. We have complete discretion in determining whether to accept your application, taking particular note of whether your application demonstrates that you are capable of providing the successful delivery of Services, organisation of Sales and Collections according to our material, technical and commercial requirements.
You will be informed by email of the outcome of your application. Should your application prove successful you will be directed to follow the instructions provided to you on the Website or in the confirmation email we send you.
Should your application prove unsuccessful you may continue to be involved with the Website as a Customer in any Market or use the Services as a guest. In no event will you have any recourse against the Company or any right to request compensation from the Company as a result of an unsuccessful application. Procedure for Creating and Opening an Market.
Should your application be successful you shall immediately begin the preparation of your Market, unless postponed by the Company (the "Preparation").
As part of Preparation, unless delayed by us, you will be required to find a suitable Collection site
for the Delivery of Products ordered by the Customers of the Market within
2 weeks of
receiving confirmation that your application has been successful (or from receipt of a notification
from us that you can commence Preparation if previously delayed by us). At the end of this
2 week period you will be required to provide evidence to us that:
a) you are legally authorised to occupy your chosen venue, whether temporarily or otherwise;
c) the venue conforms with all legal requirements and regulations applicable to the Services.
We may also ask you for any additional documentation or information which we, in our sole discretion, deem necessary as part of Preparation. If you are unable to provide the Company with the evidence required above within 2 weeks, we may decide in our sole discretion to revoke your Market Host status for the Market in question. You may, however, continue to use the Services as a Customer or a registered user.
You shall not commence the building of your Market (the "Building") until we have approved the proposed Collection site during Preparation and you have notified us of your intention to proceed with the launch of the Market and to undertake its Building.
During the Building phase, you are required to develop a database of the Customers and
Producers that will form part of your Market.
You will be required to do the following:
a) provide us with any documentation relating to your professional status, all relevant identification documents, as well as any documentation that evidences the completion of administrative, fiscal and social obligations;
b) provide us with the Collection Day and Timetable which you propose for the first Collection, which shall be subject to our prior approval; and
c) upload the relevant documentation so that our Payment Service Mangopay can validate your business and set you up for commission payments.
If you are unable to provide the Company with any of the information required above, we may in our sole discretion refuse the opening of your Market. The Market must be opened in accordance with these conditions within 6 months of the launch of Building. If a Market is not validly opened within this 6 month period due to any fault of yours, we may suspend you from acting as an Market Host. You will not be entitled to claim any damages, compensation or remuneration solely as a result of such suspension.
Following Building, the Market will go live via a dedicated space on the Website, and the Sale Space will be opened to members of the Website. The opening date of the Sales Space will be determined by us in our absolute discretion. We reserve complete discretion to delay the date and/or to decide that the number of Customers and/or Producers is insufficient and/or due to our management or organisational constraints.
You shall be responsible for the management and organisation of all Markets that you operate
via the Management Space. In particular, you will be responsible for:
a) ensuring that the information included on the Market's homepage, which introduces the Market and provides the Market’s latest news, is kept up to date;
i. you will act with due diligence and in good faith
ii. you are responsible for and assume liability for all information you provide in the course of the approval of Products for Collection. In the case of an error or an omission to the detriment of the Customers and/or the Producer, you will bear all costs and accept that we shall not be liable in this respect; and
iii. the information contained in the aforementioned approval shall be admissible for the calculation of your remuneration, without any possibility of dispute; and
To assist with the management of your Market, we shall ensure that the following functionality is made available in the Management Space: (i) a space for the invitation of Customers; and (ii) a space to search for and invite Producers, which allows you to contact any Producer registered on the Website.
You will shall endevour to encourage all producers to be present for the duration of a Collection in order to maintain our ethos of direct to consumer trade.
You must provide the entire Market community with reasonable notice in the event that any Collection Days will not be held on the advertised date. If you are unable to maintain a Collection Day despite the Sales having already been finalised, you must immediately inform the Customers and Producers of the Market and seek to find in good faith an alternative arrangement.
You can choose to close your Market at any time and for any reason, provided that:
a) the Customers and Producers are given at least 1 months’ notice;
b) any existing Sales are carried out;
c) you have fulfilled all obligations incurred under all transactions;
d) you have informed us of your intention to close the Market 1 months in advance; and
e) you have received all commission due for Sales carried out before the date of closure.
We shall also have the right to close any Market:
a) that, after 6 months activity, has not yielded at least twenty (20) orders a month for a period of three (3) consecutive months by providing one (1) month’s notice of the Company’s intention to do so. You will have no right to any damages, compensation or remuneration as a result of such closure; or
Following receipt of a notice to close the Market from us, you must:
a) promptly inform all Customers and the Producers of the closure;
b) abstain from organising any further Sales; and
You will be fully responsible to all Customers and Producers for the consequences of the closure of your Market.
Closure of an Market, whatever the cause, automatically entails the loss of your Market Host status. However, provided you have not been excluded from the Website, you may continue to use the Services as a Customer or registered user.
You shall at all times indemnify and keep indemnified the Company on demand from and against
any and all costs, claims, penalties, liabilities and expenses incurred in respect of:
a) income tax, National Insurance contributions, VAT or other contributions or benefits due by you in relation to the organisation of the Market; and
b) the warranty and representation set out at 4(e) above being untrue, and/or non compliance with the undertaking set out at 4(e) above.
Since you are likely to obtain confidential information in the course of providing the services of
Market Host to the Company, and you are likely to gain personal
knowledge of and influence over Producers and Customers, as well
employees of the Company and others performing services for the Company, you hereby agree with the Company that in
law, you will be bound by the covenants and undertakings contained in this Section B-9. In this
Section B-7, unless the context otherwise requires:
"Customer" means any person who is a Customer of the Market during the Relevant Period and with whom you (or any of your personnel) had direct contact during the Relevant Period;
"Relevant Period" means the period for which you are an Market Host;
"Restricted Employee" means any person who was a director, employee or consultant of the Company at any time within the Relevant Period who by reason of that position and in particular his seniority and expertise or knowledge of confidential information of the Company or the Producers, or knowledge of or influence over the Customers, Prospective Customers or contacts of the Company, is likely to cause damage to the Company if he were to leave the employment of the Company and become employed by a competitor of the Company; and
"Restricted Period" means the period commencing on the date your appointment as an Market Host terminates and continuing for 6 months thereafter;
Both during the Relevant Period and during the Restricted Period, you will not, without the prior written consent of the Company, whether by yourself, through your employees or agents or otherwise and whether on your own behalf or on behalf of any person, directly or indirectly:
a) in any geographic area in which the Market is active at the time you were the Market Host, carry on, be concerned or assist in any way, a business which is or would be in competition with any part of the Company as it was carried on at the time you were an Market Host;
b) canvass, solicit or endeavour to solicit or induce, or otherwise seek or accept the custom of any Customer;
c) canvass, solicit or endeavour to solicit or induce any Producer to cease to deal with the Company and shall not interfere in any way with any relationship between a Producer and the Company; or
d) employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from the Company, any Restricted Employee.
You also hereby undertake to the Company that you will not at any time:
a) during the period in which you are engaged by the Company to provide the services of Market Host or after the termination of that engagement, engage in any trade or business or be associated with any person engaged in any trade or business using any trading names used by the Company or any Group Company, including the names or incorporating the words "NeighbourFood Market" or "NeighbourFood";
b) after the termination of your engagement by the Company make any public statement in relation to the Company or any Group Company or any of their officers or employees; or
c) after the termination of your engagement by the Company represent or otherwise indicate any association or connection with the Company or for the purpose of carrying on or retaining any business represent or otherwise indicate any past association with the Company or any Group Company.
Each undertaking in this section 7 above is a separate undertaking of the Market Host and shall be enforceable separately and independently by the Company. Each such undertaking is considered fair and reasonable by the parties.
You are required to:
- comply with all Applicable Laws and to pay all taxes, levies or duties to which you are subject as a result of your commercial activity as a distance seller and more generally in the context of your usage of the Website. You agree and understand that the Market Hosts and the Company will under no circumstances have liability in this regard;
- comply with all Applicable Regulations and Laws that apply in the country you carry out your professional activity regarding particularly, but not limited to:
- the Products presentation, packaging and labeling, the price setting,
- hygiene and security, particularly, but not limited to, during the production, processing, packaging, transportation, storage and distribution of the Products. The Producer shall ensure that the venue for the Delivery comply with all legal requirements and applicable regulations, in particular oversees the proper upkeep and the hygiene of the Delivery site. If not, the Producer shall invite the Market Host to adapt or change the venue. If any of the required changes are missing, the Producer may cease to deliver the Market without observing the period notice that shall apply in any other situation.
at all times.
You shall not use the Website to organise any sales outside of the Website. You may only sell Products at the Collection site that you have sold via the Website and you must not make any additional sales at a Collection site which have not been made via the Website. You are solely responsible for the Offers that you provide through the Website and the compliance of these with applicable laws and regulations in the country in which you operate. You are solely responsible for the fulfilment of the sales contract with the members as well as for the quantity, quality and compliance of the delivered Products and the risks linked to their transportation, storage, conservation and delivery.
You shall ensure that the Products you offer for sale through the Website are available and that you have all required rights and authorisations to sell these Products. If you wish to be listed as a Producer on the Website you must register with the Website as a Producer.
Your participation as Producer on the Website or in a new Market can be
initiated in one of two ways:
- by your acceptance of an invitation from the Market Host or us; or
- by a direct request from you, subject our’s and the Market Host's approval.
You must fully complete the following application forms which can be found on our Website:
- a form relating to your professional life, illustrated should you wish with a gallery of photographs showing your establishment and team (the "Producer Folder"); and
- a form relating to the proposed Products to be sold, with corresponding photographs should you wish (the "Product Catalogue").
You shall ensure that the information provided in the Producer Folder and the Product Catalogue remains accurate and up to date at all times.
You must also:
- provide the Company with any official document evidencing your status as a professional, any related identity document, as well as any documentation which evidences your fulfilment of any required administrative, fiscal and social obligations; and
- upload the relevant documentation so that our Payment Service Mangopay can verify your business and set you up for pay-outs to your bank account.
You must provide all the information and documentation requested as part of the application process. Incomplete forms will not be considered.
We also reserve the right to request any additional information which we, in our sole discretion, deem necessary as part of the application process. We have complete discretion in determining whether to accept your application, taking particular note of whether your application demonstrates that you are capable of providing the successful delivery of Services and organising Sales and Collections according to our technical and commercial requirements. You shall have no recourse against us and no right to request compensation from us for any unsuccessful application. However, an unsuccessful application does not preclude the opportunity to participate in Markets as a Customer or to use the Services as a guest.
If you are successful in your application to register as a Producer, you will be invited to add your product catalogue and join markets, as described in the confirmation email we send you.
You are free to participate in Sales in either all or some of the Markets with which you are registered and to which you can offer all or some of your Products in accordance with the Collection Day and the Timetable.
Prior to any participation in Sales, you shall create your Product Files, for which you will be solely
and completely responsible, which shall be kept on the Product Catalogue. All Product Files shall
a) the name of the Product, including the name under which the Product is sold, as well as its origin if the omission of this information could threaten to mislead the consumer;
b) a precise description of the Product, of the processes of manufacture (if applicable), as well as any statements and information required by any Applicable Law or guidelines governing the preparation and labelling of foodstuffs and any advertising and marketing Applicable Laws; and
c) a photograph chosen to illustrate the Product. You may keep your Product Files for as long as you wish and they may be modified, added to or deleted, provided that no Offer may be changed or deleted if an Order has already been placed and has not yet been delivered.
You shall also create in good faith Product Pages providing a full and accurate description of the Products in the language of the country in which you operate.
After completing your Product Catalogue in accordance with the procedures set out above, you shall create your Offers, which must include, inter alia, the essential characteristics of the Products, their price (per batch, per unit, by volume or by weight, as appropriate taking into account your obligations under Applicable Law), as well as all information pertaining to availability.
Subject to the prior approval of the Market Customer, you may add new Offers at any time. You will decide, for every Market that you are registered with, the minimum Orders threshold above which you are able to deliver the ordered Products.
If the minimum number of orders is not reached, you shall have a period of time (specified by the Market Host) to accept the orders notwithstanding that they have not reached the minimum order level. After this period has elapsed and unless you have expressly accepted the order, the Orders in question will be deemed cancelled and you shall have no obligation to complete such orders.
On acceptance of an Order, you enter into a binding contract with the Customers for the Products (and Delivery thereof).
You have absolute discretion and responsibility for setting the price at which the Products will be sold on the Website. You shall quote this price in Euros (or Pounds Sterling in the UK), inclusive of all taxes and must not impose any kind of supplementary cost related to the delivery and the collection of Products.
We shall provide confirmation once a Sale has occurred by way of an Order Confirmation. You must check the conformity of all Order Confirmations and notify the relevant Market Host of any errors or omissions within 6 hours of receipt. If you fail to notify the Market Host of any errors or omissions within this time frame you shall bear any charges or costs resulting from any non-conformity.
You shall deliver your Products, either personally or by an authorised distributor acting on your behalf, on the Collection Day in accordance with the Timetable.
You must reclaim any Products that are either not picked up by a Customer or not compliant with the Order Confirmation at the end of each Timetable timeslot and are responsible for their lawful disposal.
Any Producer who could not attend the Delivery and therefore could not assure the Delivery of its Products in person can be represented by another Producer (hereinafter the "Producer Agent"). This mechanism shall be used by any Producers wishing to mutualize means.
Notwithstanding the provisions above, Producers undertake to give their best efforts to attend as much as possible to the Deliveries in order to deliver in person their Products to the Customers of the Market.
In the event that you are unable to deliver the Products on the Collection Day and/or during the Timetable, despite the Sale being concluded, you must immediately notify the relevant Market Host, who will immediately notify the relevant Customers.
In this event you must attempt to find a reasonable solution. If you are unable to find a solution, the Customers will not be charged the cost of their Order or, if they have already been charged, they will be refunded.
You will be solely responsible to the Users and the Market Hosts for the consequences of your withdrawal or exclusion.
Your withdrawal or exclusion as a Producer for whatever reason, automatically brings about the loss of your status of Producer, the deactivation of your Market Management Interface, and the deletion of your Producer File, Producer Catalogue and Offers on the Website. In the case of withdrawal, you may nevertheless continue to use the Services as a User or registered guest.
For NeighbourFood branded markets, as a Producer you are responsible for paying NeighbourFood Ltd. a commission equal to 10% for and the relevant Market Host a commission equal to 10% of the total turnover excluding tax, for each Sale that you receive from the Customers of all relevant Markets.
For white label branded markets, as a Producer you are responsible for paying NeighbourFood Ltd. a commission equal to 11% for and the relevant Market Host a commission equal to 9% of the total turnover excluding tax, for each Sale that you receive from the Customers of all relevant Markets.
We will prepare an invoice addressed to you for each Sale and we will be paid immediately upon the completion of an Order by a Customer.
The Company and the relevant Market Host will have no right to receive commission in the event of the cancellation of a Sale or return of a Product by a Customer, or the non-delivery of a Product.
The Market Host authorises the Company to invoice you, in his or her name and on his or her behalf, for his or her commission on each Sale. We provide the Market Host with a technical tool which summarises invoices issued and shows payment history, accessible from his or her Management Space.
Your remuneration as a Producer is determined by the price of the Products successfully delivered to Customers, subject to any retraction or deduction of the commissions owed to the Market Host and us.
Your remuneration will be paid to your Mangopay e-wallet. You authorise us to invoice, in your name and on your behalf, the price of the Products to the Customers purchasing your Products.
We shall provide you with a technical tool that summarises bills generated and payment history, which is accessible from his or her Market Management Interface.
The Producer is responsible for the transport to each Collection and the storage of their products during each Collection. The storage of your products must be kept in line with guidelines set out by your local food safety authority.
In the event of the Producer being unable to stay during the Collection hours to hand over to the Customers, neither NeighbourFood or the Host take responsibility for the storage or hand over of your products to the Customer. Should you wish to nominate someone to "man your table" and perform your handover, you will maintain responsibility for your products and instruct your nominee to perform the handover in line with your own food safety requirements.
You shall ensure that all documentation and information provided to us and/or included on the Website, whether in the context of your application or at a later stage, is accurate, up to date and not misleading.
You shall be solely responsible for any losses arising (whether directly or indirectly) as a result of or in connection with any failure of you to provide accurate, up to date and not misleading information on the Website.
You must always indicate whether you are acting in your own name, as a legal representative of a legal person or body, or on behalf of a legal person or body that you are duly entitled to represent. In both of the latter cases, you must provide proof of such rights if requested by us.
We reserve the right to request any additional document or information, particularly those regarding your identification needed to comply with the "Know Your Customer" policies related to our Payment Service’s Terms and Conditions. Professionals hereby expressly agree to respond without delay to this demand.
In order to provide Services and particularly in order to ensure you receive payment, all payment processing services is managed by Mangopay. Payment between the Producer and Mangopay is the responsibility of Mangopay.
All amounts due to you in relation to Services provided are paid into the E-Wallet and are subsequently automatically transferred to your designated bank account.
In order to benefit from the Services available to you on the Website as a Professional, you must maintain an E-Wallet with the Payment Service.
In the event of termination of the contract between you and the Payment Service for whatever reason you will automatically cease to be a Professional and will instead assume the status of a Registered User.
As an Market Hosts you are required to consider the complaints of the Customers regarding the delivery of Products without delay, and to offer all solutions in your power.
As an Market Hosts you must notify us and the relevant Producers of any complaints with regard to delivered Products without delay.
Once notified, the Producer shall be solely responsible for resolving complaints relating to their Products without delay.
Market Hosts are also required to inform us without delay of any disputes relating to any issues related to the collection of Products with Customers or Producers which it cannot resolve. In such cases, we will consider the best course of action for the correction of errors and omissions and propose an equitable adjustment to the payment where appropriate, which the relevant Customer and Producer must consider and come to agreement on. Where the Customer and Producer cannot agree, our decision will be final.
To the extent permitted by law, all conditions, warranties, representations or other terms which may apply to the Website or any content on it or the Services, whether express or implied, are excluded.
We shall not be liable to any Professional for any loss or damage, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under
or in connection with:
a) use of, or inability to use, our Website or the Services;
b) use of or reliance on any Content displayed on our Website;
c) loss of profits, sales, business, or revenue;
d) business interruption;
e) loss of anticipated savings;
f) loss of business opportunity, goodwill or reputation; or
g) any indirect or consequential loss or damage.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
Any failure by us to require strict performance of any of your obligations under these Terms, and any failure by us to exercise any of the rights or remedies to which we are entitled, shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.