MELTED INSIDE INTERNATIONAL LIMITED

SELLER TERMS AND CONDITIONS

This document sets out the terms on which Melted Inside International Limited provides you with access to and use of the online marketplace located at www.meltedinside.com (“Melted Inside”), which for these purposes shall include your Maker Account (as defined below). Please read these terms carefully before using Melted Inside. By registering as a Seller, you agree to be bound by these terms (“Terms”).

Each person using Melted Inside is a “Visitor”. Visitors who purchase any product or service advertised on Melted Inside (each a “Product”) are “Buyers”. Visitors using Melted Inside to advertise, promote and sell Product(s) are “Sellers”. The supply of goods terms and conditions (“Sale T&Cs”) located here shall apply to all sales between Sellers and Buyers via Melted Inside.

1 INFORMATION ABOUT MELTED INSIDE INTERNATIONAL LIMITED

Melted Inside is operated by Melted Inside International Limited (“we/us/our”), which is registered in England and Wales under company number 12197482. Our registered office is at 49 Station Road, Polegate, East Sussex, United Kingdom, BN26 6EA.

We operate and maintain Melted Inside. We do not ourselves sell or provide the products or services and the contract for the sale of such products and services is concluded directly between the Seller and the Buyer. The terms which apply between the Buyer and the Seller may be found here. We are not the agent, joint venture or partner of either the Seller or the Buyer.

We may also provide links on Melted Inside to the websites of third parties. Such third party websites are not our responsibility and we accept no liability for the availability, suitability, reliability or content of such third party websites and do not necessarily endorse the views expressed within them.

2 REGISTRATION

To sell Products via Melted Inside you must register using one of the online registration forms.

By registering, you warrant that:

a) you are legally capable of entering into binding contracts; and

b) you are at least 18 years old,

and you consent to us conducting verification and security procedures.

We have no obligation to accept your application to register and may reject any potential Seller, or stop them from registering, in our sole discretion.

After completing the online Seller registration form, you will receive an e-mail from us acknowledging that we have received your request to register as a Seller. Please note that this does not mean that you have been accepted as a Seller. Subject to your verification of your email account and your acceptance of the related terms and conditions, we will notify you by a confirmation email if you have been accepted as a Seller and will provide you with access to your account on Melted Inside (“Maker Account”).

You hereby warrant that the information provided by you to us is at all times, true, accurate and complete. You further warrant that you shall promptly notify us in the event of any change to such information.

You shall keep your registration details for Melted Inside (“Login Details”) confidential and secure.

A Maker Account will not be considered active until you have created your profile and published at least one product listing.

3 USE OF MELTED INSIDE

You are solely responsible and liable for your use of Melted Inside and that it is your sole responsibility to enforce any obligation owed to you by a third party that arises from your use of Melted Inside. In the event that you have a dispute with any other Visitor to Melted Inside, you hereby release us from any claims, demands and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such dispute.

You further agree that at all times you shall:

a) not use your Login Details with the intention of impersonating another person;

b) not allow any other person to use your Login Details;

c) not do anything likely to impair, interfere with or damage or cause harm or distress to any other Visitor;

d) not infringe any rights of any third parties;

e) comply with all instructions and policies from us from time to time in respect of Melted Inside;

f) co-operate with any reasonable security or other checks or requests for information made by us from time to time; and

g) use the information made available to you on Melted Inside at your own risk.

You shall provide information about you and your business on your Melted Inside public profile, which you warrant shall be accurate, clear and up-to-date at all times.

We have the right to make any changes to Melted Inside including any functionalities and content therein or to discontinue a specific feature from time to time subject always that:

a) we notify you in writing using Melted Inside; and

b) such changes shall have no material adverse effects to you.

We may monitor your use of Melted Inside from time to time. You hereby consent to us monitoring your use of Melted Inside.

4 LISTING AND SELLING PRODUCTS

You shall upload onto Melted Inside via the Maker Account full details of your Products (“Product Information”), which shall include but is not limited to a photograph and written description of each Product including its price and ingredients. All written descriptions must be in English.

You shall list the price for each Product, which shall be inclusive of VAT (if applicable). You must accept Orders within 24 hours of our notification to you.

You warrant and undertake that:

a) the Product Information is accurate, complete, honest and not misleading;

b) the Product Information shall comply with all relevant laws, rules, regulations and government or industry guidelines, including listing any allergens the Product may contain, as well as any specific storage requirements;

c) you adhere and shall continue to adhere to all applicable laws, rules, regulations and government or industry guidelines, including regarding (but not limited to) hygiene, safety and security of the Product including during production, storage, processing and packaging, and the packaging, labelling and presentation of all Products; and

d) you hold and shall continue to hold all necessary permits, licences and industry accreditations to produce and sell the Products, and will hold and provide copies to us of all relevant documentation immediately upon request.

You shall not offer for sale through Melted Inside any Product that is or that contains:

a) offensive or obscene material (or anything that may reasonably be considered to be the same);

b) live animals;

c) firearms, ammunition or any offensive weapon;

d) stolen goods;

e) any material that infringes the rights of third parties, including any intellectual property right;

f) prescription, controlled and/or illegal drugs;

g) poisons and dangerous substances;

h) any item where a licence is required to sell, distribute or offer for sale such item, unless you have provided a certified copy of the relevant valid licence to us;

i) any item, the sale of which is subject to export restrictions;

g) any item whose sale, distribution or offering for sale is prohibited by any applicable law.

All Product Information uploaded onto Melted Inside by you shall be in the format required by us and shall relate strictly and solely to the Product(s) you wish to advertise, which shall all be food and/or drink products. We reserve the right to edit and/or remove any Product Information at any time and for any reason, including where we reasonably believe that the Product Information is inaccurate or incomplete, does not meet with its formatting requirements and/or does not relate to food and/or drink.

You acknowledge and agree that once you have accepted an offer from a Buyer to purchase a Product, this will constitute a binding contract between you and the Buyer on the Sale T&Cs and that you shall comply with the Sale T&Cs in respect of such order.

5 COLLECTIONS AND DELIVERIES

You are responsible for dispatching Products in accordance with Orders from Buyers.

You must arrange the dispatch of each Order within 48 hours of your acceptance of such Order. If you are unable to do this, you must inform the Customer of the delay via Melted Inside.

You can set your own delivery costs for the orders received.

You must ensure that each Order is packaged in a robust and presentable manner at the point of dispatch.

You agree to provide to us and the Buyer:

(a) an accurate address from which Products will be dispatched;

(b) the amount of time between you receiving an Order and the relevant Product being available for dispatch by the courier company or collection (where this is available);

(c) the approximate amount of time between dispatch of the relevant Product and arrival.

You warrant and undertake that any courier you choose to use to deliver the Products shall comply with all relevant laws, rules, regulations and government or industry guidelines.

6 YOUR OTHER OBLIGATIONS AS A SELLER

You shall comply with all our policies and guidelines, published on Melted Inside from time to time.

You shall not conduct any direct marketing using personal information (which, for the avoidance of doubt, shall include all email addresses) that came into your possession through your use of and activities on Melted Inside, nor will you disclose such personal information to any third party without our express written consent. Furthermore you shall not include in the Product Information or any other communication with any Buyers any link to any URL located outside Melted Inside, nor any advertising for any product or service other than your Products.

You hereby indemnify us in full and on demand against all costs (including reasonable legal costs), claims, damages, losses and expenses arising as a result of any breach by you of these Terms, or of any claim or action brought in connection with the Product, the Product Information, deliveries, collections, infringement of Intellectual Property Rights or any right of a third party.

7 ADVERTISING AND MARKETING

We may from time to time offer Sellers additional advertising channels to promote themselves and their Product listings.

Promoted Listings

Promoted Listings are offered on a first-come-first-served basis. They will normally be based on a 6 to 8 week booking cycle.

If Promoted Listings are available, you may choose from the available options when you list your Product, each subject to payment to us of the specified fee.

Seller-specific Promotions

You may choose to offer promotions specifically for your own Products. Sellers may choose to offer free delivery or discounts to Product listing prices by a percentage. You can run a sale on a single Product or on multiple Products. Sales are public and will be displayed to all Buyers or, if certain Seller-selected features are available, to a selected category of Buyers.

We may (at our absolute discretion) aggregate sales being offered by multiple Sellers and promote them through Melted Inside and/or via email.

You agree to follow all laws (including consumer protection regulations) applicable to your sales and promotions, as well as these Terms.

Disclaimers and Exclusions

Using our advertising and promotional services does not mean we are obliged to display an advert or promote your Products. We cannot guarantee that Buyers will click your advert or promotion, or that they will purchase your Products based on them.

Our advertising and promotional services are subject to change, and we do not guarantee the continued availability of such services. We may change or terminate any advertising or promotional service in part or as a whole at any time.

We reserve the right to reject or remove adverts or promotions for any reason, in our sole discretion, including but not limited to any marketing which we believe may negatively affect our relationships with Buyers or other Sellers.

8 CHARGES AND PAYMENT

In consideration for the provision of Melted Inside and the rights and licences granted to you hereunder, you shall pay to us the charges set out in this clause 7.

The price for each Product advertised on Melted Inside shall be no higher than the price for the same product on any other website through which you are selling the Products, including but not limited to any website(s) owned or controlled by the Seller or any person or entity that controls, is controlled by or is under common control with the Seller.

All payments from Buyers made through Melted Inside shall be made via Paypal or such other payment processor as we may notify you in writing from time to time (the “Payment Processor”) to us, who will remit to you:

(a) the monies received from the Buyers in respect of the purchase of your Product(s)(“Sale Price”);

(b) less any amounts paid for in MELTS loyalty points (which shall be allocated between Sellers on a pro rata basis where there is more than one Seller per Buyer transaction);

(c) less any fees charged by us in relation to services we have agreed to provide to you;

(d) less any fees charged by the Payment Processor; and

(e) less our Commission (as defined below);

("Received Price") on the 20th day of the following calendar month, provided that if this falls on a day other than a working day, the Received Price shall be remitted on the next following working day.

You shall pay us commission of 9% of the value of your gross sales via Melted Inside, which commission shall reduce by 0.5% on each anniversary of the date of your registration on Melted Inside, up to a minimum commission of 7% (“Commission”). These figures are exclusive of VAT. For these purposes, “gross sales” shall exclude:

(a) any amounts which have been refunded to Buyers; and

(b) any amounts which Buyers paid for in MELTS loyalty points.

Where a Buyer requests a refund in accordance with the Seller’s Returns Policy or any consumer right, we will refund the Sale Price to the Buyer, and:

(a) if we have not yet remitted the Received Price to you, we will not remit to you the Received Price in relation to the refunded Product(s);

(b) if we have already remitted the Received Price to you, we may set off the amount of the refund against the Sale Price of any Product(s) in relation to which we have not yet remitted to you the Received Price; or

(c) if we have already remitted the Received Price to you, and we have not been able to set off the amount of the refund in accordance with (b) above, we shall notify you and you shall refund the Received Price to us immediately.

Great Service Bonus – if you do not receive any Buyer complaints for a year (calculated from the date your Maker Account becomes active as set out in clause 2), we will pay you back 0.25% of your gross sales (minus refunds) for the same period as a bonus. For the purposes of this clause, a “year” means a year commencing on the date on which you registered on Melted Inside, and each year commencing on the anniversary of such date This will be settled within 40 days of our financial year end.

Rock Star Bonus – if the value of your combined sales (minus refunds) through Melted Inside increase by over 30% year on year (with the first year commencing on the date your Maker Account becomes active as set out in clause 2), we will pay you back 0.25% of your gross sales (minus refunds) for the same period as a bonus. This will be settled within 40 days of our financial year end.

Advertising and promotional fees may vary between opportunities, and will be outlined before you purchase them.

You shall pay all other fees and charges notified to you during the Seller registration process, and fees for any optional services to be provided by us (“Fees”). The Fees shall be due and payable in accordance with the payment terms notified to you during the Seller registration or in relation to such optional services. The Fees are exclusive of VAT and other sales tax which shall, where applicable, be paid in addition.

We may change the Commission and/or Fees at any time on the provision of notice to you in writing, by email or through your use of Melted Inside. Your continued use of Melted Inside following notice of such change shall be deemed to be your acceptance of the new Commission and/or Fees. If you do not agree with the changes to the Commission and/or Fees, you may terminate your agreement with us by notice in writing or by email.

We reserve the right to suspend your Seller account until any Fees are not paid within 30 days after the due date.

If any Fees are not paid within 30 days after the due date then (without prejudice to our other rights and remedies) we reserve the right to charge interest on such sum on a day to day basis from the date such payment was due to the date of actual payment (both dates inclusive) at the rate of 5 per cent above the base rate of the Bank of England from time to time in force compounded quarterly. Such interest shall be paid by you on demand.

9 ADDITIONAL WARRANTIES

You hereby warrant, represent and guarantee that you have the right to promote, sell and distribute your Product(s).

You warrant, represent and guarantee that you shall comply with all applicable legislation in respect of the Product Information and that the Product Information shall not infringe any intellectual property rights, or any other rights of any third party.

10 OUR LIABILITY

If we fail to comply with these Terms, we shall be entitled to be given a reasonable opportunity to rectify any errors and to re-perform our obligations. If our failure to comply with our obligations is not remedied following such reasonable opportunity then, subject to the remainder of this clause 5, our total liability for all losses, damages, costs, claims and expenses howsoever arising shall be limited in the aggregate to the total amount of our Commission during the 12 month period prior to the date on which the event giving rise to the claim first occurred.

We rely on third party providers (such as network providers, data centres and telecommunication providers) to make Melted Inside available to you. Whilst we take all reasonable steps available to us to provide you with a good level of service, you acknowledge and agree that we do not warrant that Melted Inside shall be uninterrupted or fault-free at all times. We therefore shall not be liable in any way for any losses you may suffer as a result of delays or failures of Melted Inside as a result of our service providers

Subject to the exceptions set out in the last paragraph of this clause 6, below, we shall not be liable for losses that result from its failure to comply with these Terms that fall into the following categories:

(a) consequential, indirect or special losses;

(b) loss of profits, income or revenue;

(c) loss of savings or anticipated savings, interest or production;

(d) loss of business or business benefits;

(e) loss of contracts;

(f) loss of opportunity or expectations;

(g) loss of goodwill and/or reputation;

(h) loss of marketing and/or public relations time and/or opportunities;

(i) loss of data; or

(j) loss of management or office time

or any other losses howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

Nothing in these Terms shall limit in any way our liability:

(a) for death or personal injury caused by our negligence;

(b) for a person acting in their capacity as a consumer section 2(3) of the Consumer Protection Act 1987;

(c) for fraud or fraudulent misrepresentation; or

(d) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

11 INTELLECTUAL PROPERTY RIGHTS

We and/or our licensors own all intellectual property rights in and to Melted Inside

We and/or our licensors own all intellectual property rights in and to Melted Inside. We hereby grant you a non-exclusive, non-transferrable limited licence to use the intellectual property rights in Melted Inside only for the purpose of using Melted Inside in accordance with these Terms.

You are expressly prohibited from:

(a) reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of Melted Inside including without limitation, any information, articles, photographs, images or submissions made available to you using Melted Inside; and

(b) removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or our licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to us.

You hereby grant us a non-exclusive, royalty-free, worldwide, sub-licensable licence to use any content (including but not limited to Product Information, images and videos) which you upload to Melted Inside or otherwise provide to us. Such use shall include but not be limited to reproducing, copying, editing, transmitting, uploading or incorporating into any other materials.

You warrant that you are the owner or licensor of all content which you upload to Melted Inside or otherwise provide to us, and that the exercise by us or our sub-licensees of rights granted under this clause 12 will not infringe the rights of any person.

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach of the warranties contained in this clause 12.

12 DATA PROTECTION

For the purposes of these Terms, “Data Protection Laws” means all applicable data protection and privacy laws and regulations in the performance of the parties’ obligations set out under these Terms, including but not limited to the EU General Data Protection Regulation 2016/679, the UK Data Protection Act 2018 and all other successor legislation and regulations thereto.

We process personal data (as such term is defined in the Data Protection Laws) which we collect as a data controller (as such term is defined in the Data Protection Laws) in the course of providing Melted Inside and the Services. Where data is processed by us as a data controller, such processing is carried out in accordance with our Privacy Notice. We process such categories of personal data as are described in the above referenced Privacy Notice and the terms of the Privacy Notice form part of these Terms and you agreed to be bound by them.

Where data is processed by you as a data controller, you must carry out such processing in accordance with the Seller Privacy Notice forming part of the Sale T&Cs.

13 NOTICES

All notices given by you to us must be given to Melted Inside International Limited using the contact details set out on Melted Inside. We shall give notice to you by posting details on Melted Inside, by using the e-mail or postal address you provided on registration, or such other e-mail or postal address as you notify to us in writing from time to time. Notice will be deemed received and properly served immediately when posted on Melted Inside, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

14 SEVERABILITY

If any of these Terms 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 will continue to be valid to the fullest extent permitted by law.

15 ENTIRE AGREEMENT

These Terms and any document expressly referred to in them constitute the whole terms between you and us and supersede any previous arrangement, understanding or terms between you and us relating to the subject matter of these Terms. Each party acknowledges that, in entering into these Terms, (and the documents referred to in it), neither of them has relied on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to these Terms or not) other than as expressly set out in these Terms.

Each party agrees that the only rights and remedies available arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions.

16 VARIATION OF THESE TERMS

We may amend these Terms at any time on the provision of notice in writing, by email or via a message displayed on Melted Inside. Your continued use of Melted Inside (whether wholly or partly) shall be deemed your acceptance of such change(s) in respect of the updated or revised Terms. If you do not agree with the changes to these Terms, you may terminate your agreement with us by notice in writing or by email.

17 FORCE MAJEURE

We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to any of the following:

(a) Acts of God, flood, earthquake, windstorm or other natural disaster;

(b) epidemic or pandemic;

(c) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

(d) terrorist attack, civil war, civil commotion or riots;

(e) nuclear, chemical or biological contamination or sonic boom;

(f) any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;

(g) fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or adverse weather conditions;

(h) interruption or failure of utility service, including but not limited to electric power, gas or water;

(i) any labour dispute, including but not limited to strikes, industrial action or lockouts;

(j) non-performance by suppliers or; and

(k) collapse of building structures, failure of plant machinery, machinery, computers or vehicles.

18 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) will be governed by English law. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

19 GENERAL

If we fail at any time to insist upon strict performance of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this will not constitute a waiver of any 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.

We reserve the right to use third party suppliers or sub-contractors at any time and in any way in respect of the performance of our obligations under these Terms.

20 SUSPENSION AND TERMINATION

You may terminate this agreement without cause by terminating your Melted Inside account. In such event:

(a) you shall fulfil all orders placed with you through Melted Inside on or before the date of termination;

(b) you shall cease all use of Melted Inside on or before the date of termination;

(c) all rights granted to you hereunder shall cease on the date of termination;

(d) we shall process any remaining payments within 30 days of the date of termination; and

(e) we shall delete your store, content and products from Melted Inside on the date of termination or when reasonably practicable thereafter.

We shall be entitled in our own discretion and upon notice to you, to suspend Melted Inside whether wholly or partly for any reason whatsoever including but not limited to repairs, planned maintenance or upgrades and shall not be liable to you for any such suspension on non-availability of Melted Inside (whether wholly or partly).

We may suspend or terminate your access to Melted Inside (wholly or partly) in the event that:

(a) the third party services and network providers cease to make the third party service or network available to us;

(b) we believe that you or someone using your Login Details has failed to comply with one or more of these Terms;

(c) we believe that there has been fraudulent use, misuse or abuse of features and functionalities of Melted Inside (in whole or in part); or

(d) we believe that you have provided us with any false, inaccurate or misleading information.

Termination of these Terms shall not affect the rights of either party accruing or accrued prior to the termination of this Agreement.

Clauses 6, 9, 10, 11, 12, 18, 19, and 20 and all clauses required for their interpretation, shall survive termination of these Terms for any reason.