Seller Terms

Last updated: 14.06.2023 

These Terms and Conditions (“Terms”) apply to the listing, advertising and sale of production goods and goods (but not services) (“goods”) through and using the online marketplace operated by Production Asset Listing Limited (company registration number 12854440) a company registered in England and Wales whose registered office is located at 14 Queens Road, Hersham, Walton-On-Thames, England KT12 5LS (“pal”).

pal operates the Production Asset Listing website at http://www.pal.film (“the Site”) for the purposes of marketing sellers’ goods to its users. 

By accepting these Terms, the seller hereby enters into a contract with pal on these terms upon pal’s acceptance of the seller’s application, as described in Paragraph 2 below.

1. Definitions and Interpretation 

1.1 In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement”	means the agreement entered into by pal and the seller incorporating these Terms which shall govern the Agreement, as described in Paragraph 2
“buyer”	means a registered user of the Site whose intention is to purchase goods from sellers
“commission”	means the commission payable to pal by the seller for completed sales, as set out in Paragraph 7
“completed sale”	means the completed purchase of goods offered by a seller for sale on the Site to a buyer who has made payment for their purchase
“confidential information”	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such)
“effective date”	means the date of the Agreement, as described in sub-Paragraph 2.4
“net revenue”	means, in respect of each completed sale, the gross revenue received by pal, exclusive of VAT and any other tax, after the deduction of any rebate, allowance, credit, or other adjustment granted or allowed with respect to that completed sale, and any service fees or fulfilment or other charges (including credit card charges) paid or payable by pal to any third party (other than the seller) in relation to that completed sale.
“seller”	means a production company, production house, special purpose vehicle company, a limited company incorporated in England and Wales (or such other countries as pal shall permit to use the Site), a not for profit company and whose business and activities on the site can and shall only be conducted by its suitably authorised officers, agents, consultants and third parties in the listing, marketing and sale of the seller’s goods to the Site’s users. No one under the age of 18 years of age is authorised to use the Site.
“the Site”	means www.pal.film
“User”	means any person, natural, corporate or charitable who makes use of the Site for any purpose

1.2. Unless the context otherwise requires, each reference in these Terms to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms” is a reference to these Terms as amended or supplemented at the relevant time;

1.2.4 a Paragraph or paragraph is a reference to a Paragraph of these Terms; and

1.2.5 a "Party" or the "Parties" refer to the parties to the Agreement.

1.3 The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of these Terms.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include any other gender.

1.6 References to persons shall include corporations.

2. Entering into the Agreement

2.1 By registering to sell goods via the Site, the seller accepts these Terms and warrants that at the time of registration they will provide accurate and complete registration data and that the registration data will be updated and amended as required in the event of future changes.

2.2 If at any time the registration data provided is found to be false or misleading, the seller account opened by the seller will be suspended and the seller’s access rights limited until those elements of the registration data which in pal’s reasonable opinion are misleading have been remedied.

2.3 Acceptance of these Terms indicates the seller’s wish to enter into a contractual relationship with pal which pal may, at its sole discretion, accept.

2.4 In the event that pal rejects the seller’s registration, no contract will be formed between pal and the seller. 

2.5 Upon pal’s acceptance of the seller’s registration, a contract shall be formed between pal and the seller, subject to and incorporating these Terms (“the Agreement”). The seller shall be notified forthwith and the date on which the Agreement is formed shall be referred to as the effective date.

3. pal’s Obligations

3.1 pal shall be responsible for operating and maintaining the Site.

3.2 pal shall use the seller’s logo (where applicable) and other materials provided by the seller (including, but not limited to such elements of the seller’s corporate design, trademarks and images of the goods for sale) on the seller’s posts and on any seller-specific page design solely for the purposes of the Agreement, in accordance with these Terms and any reasonable written request of the seller.

3.3 Access to a seller’s productionassetlisting.com account shall be provided to all registered Users of selling under the Agreement and in accordance with pal’s standard website terms of use,  and other applicable terms and policies which may apply from time to time.

3.4 The key contact shall confirm the employee status of any registrant who registers as seller on behalf of a production company. It is the production company’s responsibility to ensure that any User who registers as a seller on its behalf is entitled to do so. pal shall under no circumstances be held liable in the event of an unauthorised sale being completed via the Site.

3.5 pal reserves the right to change the design and/or name of the Site at any time without notice.

4. pal’s Marketplace

4.1 pal’s Marketplace is provided solely and exclusively as an online venue for buyers and sellers. pal is not and will not be taken to be a party to any transactions between the buyer and the seller nor any other relationships or understanding between the buyer and seller conducted between them on or off of the site. The seller hereby acknowledges and agrees that:

4.1.1 Buyers are not making purchases from pal and are not entering into a contract with pal. A buyer’s purchase is from the seller, and their contract is with the seller who will provide their standard terms to the buyer before the buyer concludes a transaction with the seller;

4.1.2 pal will not be a party to any dispute between the seller and any buyer or any third party. Any claims must be made directly against the party concerned and the seller agrees to release pal from and indemnify pal against any and all claims, demands and damages of every kind and nature, known or unknown, arising out of or in any way connected with such disputes;

4.1.3 pal undertakes limited verification of the seller’s identity and legal status but does not pre-screen sellers, check the title to any goods that they are selling, their condition as described by the seller or otherwise, their quality, safety or suitability or the content of any listings of the seller, any intellectual property rights of the seller nor that the seller is authorised to sell the goods and without limitation pal does not accept any liability whatsoever if the seller sells goods that are rejected by the buyer or found to be defective, does not own the intellectual property in the goods or where the seller does not have title to the goods.

4.1.4 While the seller is required to comply with these terms, which include provisions covering important matters such as payment methods, processing times, and delivery methods, pal recognises that payment methods, processing of transactions and delivery methods (or prices) may vary. It is the seller’s responsibility to make all the terms of sale clear in their listing on the site and in the terms provided to the buyer. 

4.1.5 The following goods may be sold from the online marketplace:

a) On and off-screen production goods

4.1.6 Goods sold via the Site can take any form but at all times the seller shall be required to satisfy itself that in listing and selling the goods it does not thereby infringe or interfere with the intellectual property rights of any other party. By advertising any goods for sale via a posting on the Site, the seller legally assures and represents to any buyer that any transfer by sale shall be rights and royalty-free and shall not infringe the intellectual property rights of any third party.

4.1.7 pal reserves the right to remove any listing that is not compliant with Paragraph 4.1.6. In addition, pal may also suspend or terminate the seller account. All sums due will remain due and payable notwithstanding any suspension or termination for any reason.

5. Seller’s Obligations

5.1 The seller shall provide pal with all reasonable cooperation required in relation to pal’s performance of its obligations under the Agreement.

5.2 The seller shall provide pal with access to any and all information which may be reasonably required by pal in relation to the seller’s performance of its obligations under the Agreement.

5.3 The seller shall comply with all applicable laws and regulations with respect to its business and to the Agreement.

5.4 In the event of any delay on the part of the seller in the performance of its obligations under the Agreement, pal shall have the right to proportionately adjust any dates for performance of its own obligations to the seller as is reasonably necessary.

5.5 The seller shall have no authority to legally bind pal with respect to a buyer, other users or any other party. The seller shall not be appointed an agent of pal for any purposes. The seller shall not make any representation or commitment about or on behalf of pal, www.pal.film, or pal’s services.

5.6 The seller will add shipping costs together with any customs duty and sales tax attributable, at source or in the country of the buyer, to the price of goods being sold before issuing the buyer with the seller’s request for payment. The buyer should receive the goods “tax and duty paid”.

5.7 The seller will agree with the buyer the terms on which goods bought shall be shipped, including:

5.7.1 When risk passes from the seller to the buyer;

5.7.2 The method of transportation;

5.7.3 The date of shipping;

5.7.4 Where appropriate, the place of delivery; and

5.7.5 The cost of shipping to be paid by the buyer.

6. Describing Goods for Sale

6.1 When selling on pal Marketplace, it is important that all descriptions of goods are truthful and accurate and that all visual representations are true representations of what the seller is selling. The seller agrees that all listings submitted by the seller will comply with the following:

6.1.1 the description of the goods must give as much detail as is possible about the age of the item, their condition and any damage and/or defects;

6.1.2 if goods are not original (i.e. it has been made as a replica) they must not be described as such;

6.1.3 images of the goods must be of what the seller is selling and not stock photographs, photographs from other sellers or websites, drawings, renderings, or other representations;

6.1.4 if the seller is selling multiples of the same goods (including, but not limited to, goods made to order, customised versions of an item, or variations resulting in a similar but not identical product), the seller does not need to include photographs of every individual item, provided that the seller’s description sets out any variations that are likely to be made, stating that the photographs provided are examples only;

6.1.5 if the seller is offering to customise or adapt goods, provide: 

a) full details of the options available to buyers;

b) full details of pricing or, if this is not possible, a statement that pricing will vary according to the buyer’s requirements; and

c) reasonable estimates for the time required to make or customise such orders and use all reasonable efforts to ensure that the seller keep to such times;

6.1.6 the seller must not use any content (including but not limited to text, images, video or audio) that belongs to other parties in the seller’s listings without their express permission; and

6.1.7 the seller’s listing must not advertise alternate locations from which the seller’s goods can be purchased, thereby avoiding payment of commission to pal.

7. Seller Rules and Acceptable Usage Policy

7.1 When using pal’s Marketplace, the seller must do so lawfully, fairly, and in a manner that complies with the provisions of this Paragraph 7. Specifically:

7.1.1 the seller must ensure that the seller complies fully with all local, national, or international laws, and/or regulations (including but not limited to those which may apply to the goods the seller wishes to sell);

7.1.2 the seller must not use pal’s Marketplace in any way, or for any purpose, that is unlawful or fraudulent;

7.1.3 the seller must not use pal’s Marketplace to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

7.1.4 the seller must not use pal’s Marketplace from which to launch a denial of service attack;

7.1.5 the seller must not use pal’s Marketplace in any way, or for any purpose, which involves harming any person or animal in any way;

7.1.6 the seller must always provide accurate, honest information about the seller and any and all goods that the seller is selling;

7.1.7 the seller must not charge buyers excessively for delivery;

7.1.8 the seller must state the price of goods accurately and clearly and must not change it in order to avoid paying the applicable commission;

7.1.9 the seller must not engage in any form of price fixing with other users; and

7.1.10 the seller’s account is personal to the seller themselves save in respect of the sharing of information with pal necessary to meet their obligations pursuant to section 9 below. The seller shall not procure or permit any other person to use the seller’s account, or the seller’s account details to access pal’s Marketplace. 

7.2 When using pal’s Marketplace, the seller must not submit anything (including, but not limited to, material in a listing) or otherwise do anything which:

7.2.1 is sexually explicit;

7.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;

7.2.3 promotes violence;

7.2.4 promotes or assists in any form of unlawful activity;

7.2.5 discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

7.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

7.2.7 is calculated or is otherwise likely to deceive;

7.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that the seller do not have a right to;

7.2.9 misleadingly impersonates any person or otherwise misrepresents the seller’s identity or affiliation in a way that is calculated to deceive;

7.2.10 implies any form of affiliation with us where none exists;

7.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks, patents, and database rights) of any other party; or

7.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

7.3 pal reserves the right to suspend any listings the seller has on pal’s Marketplace and may, in addition, suspend or terminate the seller’s account or the seller’s access to pal’s Marketplace if the seller materially breaches the provisions of this Paragraph 7 or any of the other provisions of these terms. Further actions pal may take include, but are not limited to:

7.3.1 removing the seller’s listing(s) from pal’s Marketplace;

7.3.2 issuing the seller with a written warning;

7.3.3 legal proceedings against the seller for reimbursement of any and all relevant costs resulting from the seller’s breach on an indemnity basis;

7.3.4 further legal action against the seller as appropriate;

7.3.5 disclosing such information to law enforcement authorities as required or as pal deem reasonably necessary; and/or

7.3.6 any other actions which pal deem reasonably necessary, appropriate, and lawful.

7.4 pal hereby exclude any and all liability arising out of any actions that pal may take in response to breaches of these terms.

8. Commission and Payment

8.1 The seller shall pay to pal commission (“Commission”) at the rates set out in sub-Paragraph 8.2 on the net revenue for each completed sale.

8.2 Commission shall be payable by the seller to pal on all sales made on the Site calculated at the rate 12% of the net sales price.

8.3 Commission shall be payable only on actual receipts, not on an accruals basis. If the seller does not receive revenue on a completed sale, no Commission shall be payable to pal.

8.4 All sums payable by the buyer to the seller shall be exclusive of VAT. If VAT is chargeable, it shall be paid in addition.

8.5 pal shall invoice such sums to the seller within [X Hours / Days] of each completed sale.

8.6 the seller shall use one-click invoicing and shall in all circumstances send an invoice to the buyer. This then completes the sale of the goods to the buyer.

8.7 The seller irrevocably undertakes and agrees for pal to deduct their commission by pal’s third party payment service provider or howsoever arising from each payment received from a buyer, prior to any remittance being sent to the seller.

8.8 In the event of any refunds issued for any reason including, but not limited to fraud and where such refunds are not incurred through any fault of the seller’s, pal may be contacted to arrange for the repayment of any related commission.

9. Payment Service

9.1 All payments on pal’s Marketplace are made and processed through pal third party payment service provider, Stripe.

9.2 The seller’s use of the Stripe payment service requires an account with Stripe and will be subject to its own Terms and privacy policy. The seller will be required to read and accept those Terms and privacy policy before taking payments from buyers on pal’s Marketplace.

9.3 By using the Stripe’s payment service, the seller acknowledges and agrees to pal sharing the seller’s personal information and/or information about the seller transactions on pal’s Marketplace with Stripe.

9.4 The Stripe payment service accepts several different payment methods. Further details may be found here: https://stripe.com/docs/payments/payment-methods/integration-options. 

9.5 If pal receives notice from Stripe that the seller’s use of pal’s Marketplace or their service is in breach of their terms or of any agreement between the seller and them, pal may take actions including, but not limited to, those necessary to rectify the seller’s breach, removing the seller’s ability to use their service to make or accept payments on pal’s Marketplace, and/or the suspension or termination of the seller account on pal Site.

9.6 Stripe reserves the right to refuse the use of its payment service to anyone, for any reason, and at any time.

9.7 All payments are processed using the payment service described above in this Paragraph 9.

9.8 When a buyer pays for goods, their payment will be directed to the Stripe account of PRODUCTION ASSET LISTING LIMITED and will be credited (as a virtual credit) to the seller’s virtual account on pal’s site for the holding of funds provided as part of Stripe’s payment service (the seller’s “Virtual Account”) within [INSERT PERIOD].

9.9 pal will credit the same to the seller’s Stripe account, minus the commission referred to in Paragraph 9.2, within [INSERT PERIOD].

9.10 If the seller believes at any time that pal has paid the seller an incorrect amount, the seller should contact pal at [email protected] as soon as reasonably possible with details of the disputed payment.

9.11If a buyer does not pay, the seller may cancel the transaction. Please refer to Paragraph 12  for more information on the seller’s cancellation rights.

9.12 pal will not make any buyers’ payment details (including, but not limited to, card numbers, bank account numbers, and sort codes) available to the seller at any time, or for any reason. All payment details are held securely and shared only with Stripe.

10. Taxes

10.1 It is the seller’s responsibility to collect and pay applicable taxes on any completed sales of new goods made through pal’s Marketplace.

10.2 Where any tax, for example VAT, forms a part of the price of any goods on pal’s Marketplace, the tax must be included in the price of the item.

10.3 Value added tax (“VAT”) may be charged to buyers on purchases and to sellers on fees payable to pal.

10.4 If a seller is VAT registered, the seller may be required to charge VAT on the goods that the seller sell on pal’s Marketplace.

10.5 For further information on VAT and other taxes in the seller’s location, the seller should contact their local tax authority.

10.6 The seller hereby indemnifies pal for any tax or commission liability that should arise from the completion of any sales on the site.

11. Shipping and Delivery

11.1 As a condition of using the site, the seller agrees to dispatch and deliver the buyer’s goods as soon as is reasonably possible upon receipt of payment from the buyer, taking into account the nature of the goods in question, preparation time and, where relevant, manufacturing time (if goods are made or customised to order).  Unless the seller’s listing has stated otherwise, or unless the buyer has agreed otherwise, the seller must dispatch goods no later than 30 calendar days after the date on which the completed sale takes place.

11.2 The seller must ensure that the seller dispatches goods to the correct address provided by the buyer. It is the seller’s responsibility to ensure that the address that the seller uses exactly matches that provided by the buyer. If goods dispatched do not reach the buyer due to an incorrect address applied by the seller, it is the seller’s responsibility and not the buyer’s, or pal’s.

11.3 The seller must provide an accurate ships-from address as part of the seller’s listing.

11.4 The seller is responsible for delivering goods to buyers upon payment by the buyer for the goods. The seller may deliver goods personally, arrange with the buyer for the buyer to collect goods, or use a postal or logistics provider. pal is not responsible for or offers any  service delivery for the goods which must be arranged direct between the Parties.

11.5 The seller must obtain proof of postage or dispatch when dispatching goods. Such proof will be required in the event that a buyer does not receive the goods from the seller .

11.6 Once goods have been dispatched to a buyer, the seller must inform the buyer. The seller must not describe goods as dispatched until they actually have been.

11.7 The seller must comply with any and all applicable shipping and customs regulations when delivering goods to buyers. It is the seller’s responsibility to check, be aware of, understand, and comply with all such regulations. If the buyer is to be responsible for shipping, tax and importation duty, then the seller must clearly state as much in their listing. 

11.8 The seller shall dispatch all orders using a service which requires a signature of the recipient and which insures the goods against loss or damage. If the buyer is to be responsible for insuring the goods in transit, then the seller must clearly state as much in their listing.

12. Transaction Cancellation Rights

12.1 The seller has the right to cancel a transaction and issue a full refund of any sums paid (including delivery charges) in the following circumstances:

12.1.1 The seller and the buyer have mutually agreed to cancel the transaction before the goods are dispatched;

12.1.2 The seller and the buyer have mutually agreed to cancel the transaction following receipt by the buyer of the goods and the buyer has returned the goods to the seller;

12.1.3 The buyer has not paid; or

12.1.4 The seller has chosen to refuse service to the buyer.

12.2 Refunds under this Paragraph 12 must be issued within fourteen (14) calendar days of the date on which the seller and the buyer agree the cancellation, or the date on which the seller informs the buyer that the seller is cancelling the transaction.

13. Intellectual Property Rights

13.1 Sellers must, at all times, respect the intellectual property rights of other sellers on pal’s Marketplace. Under no circumstances may sellers use intellectual property belonging to another without that party’s express permission.

13.2 The seller grants pal a non-exclusive, non-transferrable, royalty free licence to use the seller’s trademarks and all other materials provided by the seller to pal to operate the Agreement, to the extent required to create the seller’s pal.film listing and to permit pal to perform its remaining obligations under the Agreement.

13.3 The seller acknowledges and agrees that pal (and its licensors, as applicable) own all intellectual property rights in the Site, any materials provided by pal, and pal’s services. Except as expressly stated herein, the Agreement shall not grant the seller any rights to or in any copyrights, patents, database rights, trade marks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to pal.

13.4 pal acknowledges and agrees that the seller (and its licensors, as applicable) own all intellectual property rights in any materials provided by the seller. Except as expressly stated herein, the Agreement shall not grant pal any rights to or in any copyrights, patents, database rights, trade marks (registered or unregistered), trade names, trade secrets, or any other rights or licences belonging to the seller.

14. Confidentiality

14.1 Except as provided by sub-Paragraph 14.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of the Agreement:

14.1.1 keep confidential all confidential information;

14.1.2 not disclose any confidential information to any other party;

14.1.3 not use any confidential information for any purpose other than as contemplated by and subject to these Terms;

14.1.4 not make any copies of, record in any way or part with possession of any confidential information; and

14.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Paragraphs 14.1.1 to 14.1.4 above.

14.2 Either Party may:

14.2.1 disclose any confidential information to:

a) any sub-contractor or supplier of that Party;

b) any governmental or other authority or regulatory body; or

c) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms, or as required by law; and

14.2.2 use any confidential information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party.

14.3 The provisions of this Paragraph 14 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of the Agreement for any reason.

15. Data Protection

15.1 Each Party shall at all times, and at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time with respect to the use of personal data, and shall assist the other Party in complying with the same.

15.2 The legislation and regulatory requirements referred to in sub-Paragraph 15.1 include, but are not limited to, the Data Protection Act 2018 and any successor legislation, the retained version of the General Data Protection Regulation (2016/679) (“GDPR”) retained in UK law as a successor to the GDPR (the “UK GDPR”) and any other directly applicable legislation relating to privacy and data protection (including successor UK legislation).

15.3 As a seller, you will also collect, hold, and process buyers’ personal information in the course of transactions (for example, buyers’ names, email addresses, and postal addresses). Sellers are, therefore, also considered data controllers under the UK GDPR and will be responsible for complying with their legal obligations and protecting buyers’ rights under the UK GDPR. Sellers must only use the personal data of other users to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via our Marketplace, and/or to respond to messages from them. Sellers may not add any user to a mailing list, use their data for marketing, or retain any payment details. Sellers may only use another user’s personal data for additional purposes with their consent. 

15.4 If a seller and pal are found to be joint data controllers of any buyers’ personal data, and pal is sued, fined, or otherwise incurs any expense because of something the seller has done with a buyer’s personal data, the seller shall indemnify pal for any expenses it incurs in connection with the seller’s actions in respect of that personal data. Further details of the requirements of the UK GDPR can be obtained from the Information Commissioner’s Office.

16. Indemnity

16.1 Subject to sub-Paragraph 16.2, the seller shall indemnify pal against all liabilities, costs, expenses, damages, and losses (including, but not limited to, direct or consequential loss, loss of profit, loss of reputation, and any and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable costs and expenses) suffered or incurred by pal arising out of or in connection with the seller marketing and selling their goods on the Site or howsoever arising.

17. Liability

17.1 As stated in Paragraph 44, pal is not a party to any transactions, other relationships, or disputes between buyers and sellers.

17.2 Subject to sub-Paragraph 17.4, pal shall not be liable to the seller, whether in contact, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, goodwill, or anticipated savings.

17.3 Subject to sub-Paragraph 17.4, neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

17.3.1 Any loss arising out of the lawful termination of the Agreement; or

17.3.2 Any loss that is an indirect or secondary consequence of any act or omission of the Party in question.

17.4 Subject to sub-Paragraph 17.4, the total liability of pal to the seller in respect of all other loss or damage arising under or in connection with these Terms or the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount due to pal in commissions for completed sales in the thirty (30) days prior to termination.

17.5 Nothing in these Terms or the Agreement shall limit or exclude the liability of either Party for matters in respect of which it would be unlawful to exclude or restrict liability.

18. Duration and Termination

18.1 The Agreement shall come into force on the effective date and shall continue from that date, subject to the provisions of this Paragraph 18.

18.2 The seller may close its account with pal at any time subject to the payment of any amounts outstanding in respect of:

18.2.1 refunds payable to buyers;

18.2.2 any cost or expense incurred by pal on behalf of the seller (for example but without limitation VAT or shipping costs refunded);

18.2.3 commission payments outstanding;

a seller’s account will remain open until all outstanding payments are received as cleared funds.

18.3 pal may terminate the Agreement on notice at any time if it discontinues or withdraws (in whole or in part) the Agreement. pal shall use reasonable endeavours to provide the seller with as much notice as is reasonably possible. Such termination shall be without any liability to the seller other than that any amounts which would be due pursuant to Paragraph 18.2 in the event of the seller terminating, will become due immediately following pal’s notice of termination.

18.4 Without prejudice to any other rights or remedies to which either Party may be entitled, pal may terminate the Agreement (without liability to the seller) if:

18.4.1 any sum owed by the seller under any of the provisions of the Agreement is not paid within <<insert period>> one week of the due date for payment;

18.4.2 the seller commits any other material breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within forty-eight (48) hours after being given written notice giving full particulars of the breach and requiring it to be remedied;

18.4.3 an encumbrancer takes possession, or where the seller is a limited company, a liquidator or receiver is appointed, of any of the property or goods of the seller;

18.4.4 the seller makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

18.4.5 the seller, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that pal resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that seller under the Agreement);

18.4.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the seller; or

18.4.7 the seller ceases, or threatens to cease, to carry on business; 

18.5 For the purposes of sub-Paragraph 18.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

18.6 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

19. Effects of Termination

Upon the termination of the Agreement for any reason:

19.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;

19.2 all licences and benefits granted under the Agreement shall terminate immediately;

19.3 pal shall return to the seller (or destroy or otherwise dispose of) and make no further use of any materials, property, or other goods (and any and all copies thereof) belonging to the seller;

19.4 each Party shall (except to the extent referred to in Paragraph 8) immediately cease to use, either directly or indirectly, any confidential information any documents in its possession or control which contain or record any confidential information;

19.5 all Paragraphs which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect; and

19.6 termination shall not affect or prejudice any right to damages or other remedy which pal may have in respect of the event giving rise to the termination or any other right to damages or other remedy which pal may have in respect of any breach of the Agreement which exist at or before the date of termination.

20. Force Majeure

20.1 pal shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.

21. No Waiver

No failure or delay by pal in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by pal of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

22. Assignment and Other Dealings

22.1 The seller shall not assign, mortgage, charge (otherwise than by floating charge), declare a trust over, or sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of pal, such consent not to be unreasonably withheld.

22.2 pal may assign, mortgage, charge, declare a trust over, or sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations thereunder.

23. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

24. Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

25. Notices

25.1 All notices under the Agreement shall be in writing and be deemed duly given when sent by email.

25.2 In each case notices shall be addressed to the most recent e-mail address provided by the seller for the seller’s primary contact or for the collector.

26. Entire Agreement

26.1 The Agreement, incorporating these Terms, constitutes the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

26.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

27. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms is found to be unlawful, invalid, or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms. The remainder of the Agreement and/or these Terms shall be valid and enforceable.

28. Law and Jurisdiction

28.1 The Agreement and these Terms shall be governed by, and construed in accordance with, the laws of England.

28.2 Any dispute, proceedings or claim between the Parties relating to the Agreement or these Terms (including any non-contractual matters and obligations arising therefrom or associated therewith) shall exclusively be dealt with by the courts of England.