Retailer Contract
This Agreement is made between
(A) Compare Your Repair Portal (we and us) is a company registered in England
(B) you (the “Retailer”)
MEL provides the opportunity for mobile phone repair service providers to advertise via compareyourrepair.com (the Services) and for consumers to access information relating to those providers and for those consumers (the Customers) to then contract with chosen providers in the delivery of the repair services required by the Customer (Customer Engagement).
These terms and conditions (Terms) apply to any person acting on behalf of the Retailer accessing or using the Website or its contents and the supply of Servicesby MEL to the Retailer (Contract). They apply to the exclusion of any other terms that the Retailer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Retaileracknowledges and agrees that they are entering into a legal agreement by purchasing, signing up for, or otherwise using the Services.
The Contract is the entire agreement between the Retailer and MEL in relation to its subject matter. The Retailer acknowledges that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
Subject to MEL’s acceptance of the Retailer’s request to use the Services (Submission) the Retailer agrees to buy the Services subject to these Terms.The Services allow the Retailer’s Postings (defined below) to be hosted on the Website. The Services allow Postings to be targeted to the Customers.
MEL’s acceptance of the Retailer’s subscription takes place when MEL send an email to the Retailer to accept it (Submission Confirmation), at which point and on which date (Commencement Date) the Contract between the Retailer and MEL will come into existence. The Contract will relate only to those Services confirmed in the Submission Confirmation.
MEL reserve the right to reject the submission by the Retailer at its absolute discretion.
MEL require thirty days' notice for the cancellation of Services. The Contract will not end until thirty (30) days after the date on which the Retailer completes the cancellation form on the Website.
If the Retailer cancels the Services all the features of the Services will expire at the end of the relevant billing cycle.
Any descriptions or illustrations on the Website are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
The Services are designed to connect the Retailer with the Customer. The Retailer agrees that they are solely responsible for (i) all content submitted by the Retailer on the Website including but not limited to the descriptions, feeds, blogs, and any other material(Postings); (ii)the accuracy, completeness, legality, trademarks and images that make up the Postings; and (iii) all content and other sites to which the Retailer’s Postings may direct viewers.
Subject to MEL’s right to amend the specification (see below clause ) MEL will supply the Services to the Retailer in accordance with the specification for the Services appearing on the Website as from the Commencement Date in all material respects.
MEL reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and MEL will notify the Retailer in advance of any such event.
MEL warrant to the Retailer that the Services will be provided using reasonable care and skill.
Retailer’s responsibility: It is the Retailer’s responsibility to ensure that:
- the terms of the Submission are complete and accurate;
- they co-operate with MEL in all matters relating to the Services;
- they provide MEL with such information MEL may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- they obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- they accept that, following any contact with Customers: (i) it shall be up to the Retailer and the Customer to agree how to progress matters further; (ii) the Retailer shall act in good faith and in a business-likemanner; and (iii) the Retailer shall keep strictly confidential all confidential information disclosed by the Customer and act in accordance with all applicable Data Protection Laws and Regulations and the Employment Agencies Act 1973 (and all other relevant legislation and regulations made there under);
- they provide MEL with a copy of each invoice they submit to the Customer (Submitted Invoice) detailing the amount charged to the Customer under that Customer Engagement (Invoiced Amount) for each Customer Engagement;
- they acknowledge and agree that it is their responsibility to refrain from uploading any Postings that directly or indirectly discriminate against any Customer or otherwise violate applicable laws;
- they are responsible for any activity conducted through their account, including any purchases made or charges incurred;
without limiting the prohibitions in the Terms and Conditions of Use policy and Acceptable Use policyor any other applicable agreement, the Retailer agrees that they will not, andthey will not enable or authorise any third party through use of the Service to:
- create postings that are not currently available with details which are not verifiably accurate;
- create postings that intentionally misrepresent the job, or the business;
- contact applicants for purposes other than related to the Posting;
- make unsolicited phone calls, send unsolicited mail, email or newsletters to Customers unless they have given consent to becontacted or if express consent is not required, who has informed you that they do not wish to be contacted;
- create Postingsthat would violate applicable tax and employment laws;
- engage in solicitations, communications or transactions that violate any applicable laws or regulations governing legal eligibility to work;
- use any automatic extraction software or any other means or form to facilitate the downloading or data extraction to access, modify or otherwise collect information from our website or those of our affiliates.
If MEL’s ability to perform the Services is prevented or delayed by any failure by the Retailer to fulfil any obligation listed in clause Retailer’s responsibility
- MEL will be entitled to suspend performance of the Services until the Retailer remediesthe Default, and to rely on the Default to relieve MEL from the performance of the Services, in each case to the extent the Default prevents or delays performance of the Services. In certain circumstances the Default may entitle MEL to terminate any part or all of the Services or suspend the Retailer’s ability to use the Services under clause 15
- MEL will not be responsible for any costs or losses the Retailer sustains or incurs arising directly or indirectly from MEL’s failure or delay to perform the Services;
- it will be the Retailer’s responsibility to reimburse MEL on written demand for any costs or losses MEL sustain or incur arising directly or indirectly from the Default
At present the Services are available only to businesses in the UK.
In consideration of MEL providing the Retailer with the Services the Retailer agrees to pay MEL’s charges (Charges) set out in the Payment Schedule.
The Charges may change from time to time, but changes will not affect any current Customer Engagement the Retailer has already placed.
The Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services the Retailer must pay MEL such additional amounts in respect of VAT, at the applicable rate, at the same time as the Retailer pays the Charges.
Payment of Charges are due prior to or on completion of a Customer Engagement.
Where the Customer opts to pay a Submitted Invoice by using MEL’s designated payment gateway (STRIPE- https://stripe.com/en-gb/connect) (Payment Gateway):-
- the Retailer shall ensure that it has provided MEL with their account details;
- on confirmation of a payment in full by a Customer through the Payment Gateway of an Invoiced Amount, the Invoiced Amount shall be transferred to the Retailer less the Charges and the fee payable for use of the Payment Gateway which is to be covered by the Retailer (as set out in the Payment Schedule (Fee) which shall be retained by MEL.
Where the Customer opts to pay a Submitted Invoice direct to the Retailer (Direct Payment):-
- the Retailer shall provide MEL with confirmation of when a Direct Payment has been made;
- MEL shall issue an invoice to the Retailer for the amount of the Charges relating to that Customer Engagement.
All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Retailer)will be owned by MEL.
MEL grant the Retailer a fully paid-up, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in the Subscriptionfor the purpose of receiving and using the Services and such deliverables in the Retailer’s business. The Retailer may not sub-license, assign or otherwise transfer the rights granted in this clause..
The Retailer agrees to grant MEL a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence, sub-licensable, non-transferable licence to use, copy and modify any materials provided by the Retailer to MEL for the term of the Contract for the purpose of providing the Services to the Retailer (including for marketing and promotional purposes).
The Retailer represent and warrant that they own or have all necessary rights (including intellectual property rights) to their Postings (including to grant the licence above).
MEL will use any personal information the Retailer provides to MEL to:
- provide the Services;
- process payment for the Services;
- inform the Retailer about similar services that MEL provide, but you may stop receiving these at any time by contacting us.
Further details of how MEL will process personal information are set out in PRIVACY POLICY.
MEL are not responsible for and give no warranties concerning: (i) the accuracy of any information provided by Customers, or (ii) the results of the Retailer’s Postings and other uses of the Services.
The Retailers communication with Customers will be directly with them and as such any contracts or legal binding arrangements will be formed directly between the Retailer and the Customer, without MEL as a party. Notwithstanding the requirement of the Retailer to provide MEL with copies of the Submitted Invoices and other than to the extent permitted or required by law MEL reserve the right to monitor any such communication which are made by the Retailer or third parties by means of the Website or the Services.
To the extent required by law, MEL will not be held liable for (i) the Retailer’s use of the Services or (ii) for any liability arising from any contracts or arrangements between the Retailer and the Customer or (iii) the transfer of funds under the Payment Gateway.
MELdisclaim any warranties that the Services will be uninterrupted or error-free.
MEL disclaim any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, emails, attachments or materialposted on the Website.
MEL further disclaim any responsibility for any harm resulting from downloading or accessing any information or material on the Website or on other sites or services on the internet accessed through the Website.
MEL shall not be liable to the Retailer or any third party on account of the Retailer’s use or misuse of or reliance on the Website.
MEL disclaim any warranties that the Retailer’s Postings will not be copied from the Website without MEL’s permission by third parties, the Retailer acknowledges that websites are publicly available on the internet and that MEL have no control over third parties’ use of such publicly available information.
The Retailer agrees that they download or otherwise obtain material or data through the use of the Website at their own discretion and risk and that they will be solely responsible for any damages to their computer system or loss of data that results from downloading or obtaining any such material or data.
liability: Nothing in the Contract limits any liability of either party which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause liability MEL will not be liable to the Retailer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill;
- any indirect or consequential loss;
- any special or punitive damages.
Subject to clause liability neither partyincluding its respective affiliates will be liable to the other under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, in connection with theseTermsor otherwise for an amount that exceeds three times the total Charges paid or payable for the Services during aonemonth period prior to the event giving rise to the liability.
MEL have given commitments as to compliance of the Services with the relevant specification in clause Services In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are to the fullest extent permitted by law excluded from the Contract.
Unless the Retailer notifies MEL that they intend to make a claim in respect of an event within the notice period, MEL shall have no liability for that event. The notice period for an event shall start on the day on which the Retailer became, or ought reasonably to have become, aware ofthe event having occurred and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
Nothing in these Terms limits or affects the exclusions and limitations set out in CYR’s TERMS AND CONDITIONS
The Retailer agrees to indemnify and keep indemnified and defendMEL and its affiliates, and hold MELand its affiliates harmless from any damages, losses and costs (including, but not limited to legal fees) related to third party claims, arising out of or related to the Retailer’s Postings, use of the Services, any hiring or employment arrangements, and breach of these Terms.
This clause Limitation of liability will survive termination of the Contract.
The Retailer and MEL each undertake that they will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by following
Each Party may disclose the other's confidential information:
Each Party may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
Without limiting any of MEL’s other rights, MEL may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to the Retailer if:
- the Retailer commits a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within fourteen days of the Retailer being notified in writing to do so;
- the Retailer fails to pay any amount due under the Contract on the due date for payment;
- the Retailer takes any step or action in connection with the Retailer entering administration, provisional liquidation or any composition or arrangement with the Retailer’s creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
- the Retailer suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of the Retailer’s business;
- the Retailer’s financial position deteriorates to such an extent that in MEL’s opinion the Retailer’s capability to adequately fulfil their obligations under the Contract has been placed in jeopardy.
Termination of the Contract will not affect either Party’s rights and remedies that have accrued as at termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
MEL will not be liable or responsible for any failure to perform, or delay in performance of, any of their obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of MEL’s obligations under the ContractMEL will provide notifications on the Website to this effect as soon as reasonably possible to notify the Retailer.
Either party may cancel the Contract affected by an Event Outside Our Control which has continued for more than thirty (30)days.
The Retailer must not attempt to procure services that are competitive with the Services from any of MEL’s directors, employees or consultants, whether as an employee or on a freelance basis, during the period that MEL are providing the Services and for a period of twelve months following termination of the Contract.
Any notice or other communication given by either Party to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting;
- if sent by email, at 9.00 am the next working day after transmission.
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 email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
MEL may assign or transfer their rights and obligations under the Contract to another entity but will always notify the Retailer by posting on this webpage if this happens.
The Retailer may only assign or transfer their rights or obligations under the Contract to another person if MEL agree in writing.
These Terms do not create a partnership, agency relationship, employer relationship or joint venture between the parties.
Any variation of the Contract only has effect if it is in writing and signed by both Parties (or respective authorised representatives).
If MEL do not insist that the Retailer perform any of their obligations under the Contract, or if MEL do not enforce their rights against the Retailer, or if MEL delay in doing so, that will not mean that MEL have waived their rights against the Retailer or that the Retailer do not have to comply with those obligations. If MEL do waive any rights, MEL will only do so in writing, and that will not mean that MEL will automatically waive any right related to any later default by the Retailer.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
The Contract is between you and us. No other person has any rights to enforce any of its terms.
The Contract is governed by English law and each Party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
Charges
Fees
- Transaction charge: (1.4% + 0.20p) for European cards. (2.9% + 0.20p) for non-European cards.
- Connected (Repairer) Account : £2 per monthly active account and (0.25% + 10p) per pay out sent to Retailer.
- 3D Secure authentication: 3p per 3D Secure attempt for accounts with custom pricing.
