IMPORTANT: This contract is not applicable to customers.
If you are a customer and you intend to purchase products through the Goodealzz Marketplace, please refer to the Goodealzz Customer Terms.
Unless otherwise specified, capitalized terms in this policy are defined (below).
1.2 Illustrative Language:
Any words following terms such as “including,” “include,” “in particular,” “for example,” or similar expressions should be considered as examples and do not limit the meaning of the words, descriptions, definitions, phrases, or terms that precede them.
1.3 Singular and Plural:
Whenever a singular term is used in these Seller Terms, it includes the plural form or the body corporate when contextually appropriate.
1.4 Interpretation of “or” and “and”:
In these Seller Terms, the term “or” does not imply exclusivity, and the term “and” does not require a conjunctive meaning, unless the context suggests otherwise.
2. SELLER ACCEPTANCE
2.1 Acceptance by the Seller:
By completing the Seller application, paying the Application Fee, and using the Goodealzz Marketplace from the Commencement Date, the Seller agrees to be bound by these Seller Terms.
3. COMMENCEMENT AND DURATION
3.1 Contract Start and Duration:
This contract starts on the Commencement Date and has an initial term of one month. It will automatically renew on a monthly rolling basis unless terminated in accordance with Clause 20 (Termination).
3.2 Continuation of Previous Terms:
The contractual terms between Goodealzz and the Seller that were applicable before the Commencement Date will continue to apply to all sales made by the Seller prior to the Commencement Date, as outlined in the Goodealzz Terms and Conditions.
4. OVERVIEW OF ROLES
4.1 Goodealzz Marketplace:
The Goodealzz Marketplace is an online platform that facilitates transactions between Sellers and Customers for the purchase of Products. Goodealzz has the authority, solely based on the terms outlined in these Terms, to act as an agent for the Seller and bind them in concluding the sale of Products with Customers. However, Goodealzz is not a party to any contract for the sale of Products between Sellers and Customers (such contracts are governed by the Customer Terms). Goodealzz assumes no responsibility for breaches of the Customer Terms by either party.
4.2 Services Provided by Goodealzz:
In exchange for the Monthly Subscription Fees and other fees specified in these Terms, Goodealzz grants the Seller access to the Goodealzz Marketplace. Goodealzz will:
4.2.1 Provide the Seller with access to the Goodealzz Marketplace, enabling them to sell Products to customers in various countries.
4.2.2 Establish a framework for the Seller to enter into contractual relationships with Customers.
4.2.3 Enable Sellers to communicate with Customers, including acknowledging orders and separately confirming order dispatch.
4.2.4 Accept payments from Customers on behalf of the Seller to settle the debt owed by the Customer. Payments will be processed by Goodealzz or its wholly-owned subsidiary and made available for the Seller to withdraw as per these Seller Terms.
4.2.5 Provide operational and technical means for Sellers to conduct sales with Customers.
4.2.6 Enable Sellers to manage order cancellations and process refunds.
4.2.7 Process full or partial refunds on behalf of the Seller when deemed necessary by Goodealzz. If Goodealzz has already paid the Seller, the Seller must refund such sums to Goodealzz.
4.2.8 Provide a responsive Customer Care Team on behalf of the Seller, assisting with and resolving Customer disputes.
4.2.9 Periodically deliver marketing and promotional campaigns and offer incentives to Customers to increase Seller sales.
4.3 Agency Role:
Goodealzz solely acts as an agent for the Seller in accordance with these Seller Terms and does not act as an agent for the Customer.
4.4 Contractual Terms:
All contracts between Sellers and Customers through the Goodealzz Marketplace are governed by the Goodealzz Customer Terms and the email confirmation of the Customer’s Order. The Seller agrees to comply with the Customer Terms.
4.5 Goodealzz’s Liability:
Goodealzz is not a party to the Customer Terms and shall not be liable for any claims, disputes, or liabilities arising from or related to the Customer Terms.
5. SELLER APPLICATION PROCESS
5.1 Application Fee:
The Seller agrees to pay Goodealzz a non-refundable Application Fee for processing the Seller’s application to sell on the Marketplace.
5.2 Application Approval:
Goodealzz reserves the right to reject applications at its sole discretion, but such rejections will not be made unreasonably.
5.3 Country Selection:
During the application stage, the applicant will be required to choose a country of business registration. This country must be included in the list of supported countries provided by Goodealzz, and the Seller must be able to establish a business bank or building society account in the selected country.
5.4 Application Rejection:
If an applicant submits an application with false, inaccurate, or incomplete information, Goodealzz will reject the Seller’s application. Duplicate applications will also be rejected. Each Seller is limited to one account on Goodealzz.
5.5 Application Approval Decision:
Goodealzz has sole discretion in determining the success of applications. No refund of the Application Fee will be granted.
5.6 Subsequent Applications:
Unless otherwise instructed by Goodealzz, the Seller may submit subsequent applications, but each new application will require payment of a non-refundable Application Fee.
6. SELLER’S USE OF THE Goodealzz MARKETPLACE
6.1 Accessing and Utilizing the Seller Control Panel (SCP)
6.1.1 Welcome and Access to SCP:
Upon successful completion of the application process, Goodealzz will send a welcome email to the Seller, granting full access to the Seller Control Panel (SCP). Through the SCP, the Seller can upload, update, and review detailed Listing information for their Products. Orders will be logged in the SCP, enabling the Seller to manage them effectively. The SCP also provides tools to handle disputes, view and print sales history, manage stock levels, access performance reports, manage subscriptions, and handle Customer feedback. All financial information will be securely stored in the SCP, and all communication between the Seller and Customers will take place through the SCP.
6.1.2 Display of Business Information:
The Seller must ensure that their business name, company registration number, registered office (if applicable), trading address, and applicable VAT number are clearly displayed on their Shop. It is the Seller’s responsibility to update this information promptly when necessary.
6.2 Placing Products on the Goodealzz Marketplace
6.2.1 Product Listings:
The Seller has the option to create a new Product Page and/or add a Listing or utilize an existing Product Page and add a Listing.
6.2.2 Updating Product Pages:
If another seller is already using a Product Page and the Seller wants to update the details on that Product Page, the Seller can request the changes from Goodealzz. Goodealzz retains the right to accept or refuse such requests.
6.2.3 Age Restrictions:
The Seller must ensure that the appropriate age restrictions are entered into the Listing in the SCP for any relevant age-restricted Products.
6.2.4 Advertising Restrictions:
The Seller must not use the Goodealzz Marketplace as an advertising platform for selling items other than the permitted Products listed under these Seller Terms.
6.2.5 Prohibited Products:
The Seller must refrain from selling any Prohibited Products.
6.2.6 Intellectual Property Rights:
The Seller must not create Product Pages that infringe upon the Intellectual Property Rights or proprietary rights of any third party.
6.2.7 Content Restrictions:
6.2.8 Accuracy and Detail of Product Pages:
The Seller is solely responsible for the accuracy and detail of all Product Pages created, including but not limited to:
- Product descriptions
- Product categorization
- Product Origin
- Listing Prices
- Images (ensuring high photographic quality and a white background where possible)
- Measurements, condition, and supplementary information about the Products (including packaging, postage, delivery, and delivery price for each Listing)
- Total available stock and Seller’s stock-keeping unit for each Product, ensuring this information is included in each Listing.
These responsibilities in 6.2.8 apply regardless of whether the Seller creates the Product Page or uses an existing one.
6.2.9 Product Quality and Condition:
The Seller must ensure that the Products are of satisfactory quality, clearly indicating if any are refurbished, used, damaged, or defective in the Listing.
6.2.10 Correction of Inaccuracies:
The Seller must promptly rectify any inaccuracies in the Product Pages upon becoming aware of them. If unable to make the necessary corrections, the Seller must notify Goodealzz through the SCP, providing details of the required corrections.
6.2.11 Tax and Legal Compliance:
Except when Goodealzz is the deemed supplier for VAT purposes, the Seller is solely responsible for the collection, reporting, and payment of VAT and all other applicable taxes related to the Products sold via the Goodealzz Marketplace, including the Plastic Packaging Tax.
6.2.12 Legal Compliance:
The Seller accepts responsibility for ensuring that transactions entered into with Customers are lawful in England and the jurisdiction where the delivery is to be made to the Customer.
6.3 Seller Use of the SCP
6.3.1 SCP Usage:
The Seller must:
- Check the SCP daily for alerts regarding new Orders, cancellations, refunds, disputes, and Customer message requests from Goodealzz.
- Ensure that the SCP is updated daily to accurately reflect the Seller’s details, including Orders, dispatches, and tracking numbers.
- Display the Seller’s Holiday Period in the SCP.
- Respond to Customer and Goodealzz inquiries, including returns and disputes, within a maximum of 24 hours, unless during the Seller’s Holiday Period, in which case responses must be provided within 48 hours of return.
- Not use the SCP or any other part of the Goodealzz Marketplace to communicate with Customers with the intention of enticing them to purchase Products through means other
- Neither engage in nor encourage communications outside of the SCP. Sellers may only communicate with Customers through the SCP.
6.4 Listing Prices
6.4.1 Adding Listing Prices:
The Seller must enter the Listing Price in the SCP.
6.4.2 Components of Listing Price:
The Listing Price is determined solely by the Seller and should be inclusive of:
- Any applicable VAT
- Delivery charges, including import fees and taxes
6.4.3 Price Limit:
Listing Prices must not exceed £30,000, inclusive of VAT and delivery. Goodealzz will remove Listings priced above £30,000 from the Goodealzz Marketplace.
6.4.4 Seller Responsibilities and Acknowledgments:
The Seller acknowledges and accepts that:
- The Seller is solely responsible for adding accurate Listing Prices and categorizing each Product. Goodealzz bears no responsibility for incorrect Listing Prices or improperly categorized Products. Goodealzz reserves the right to recover amounts from the Seller if Products are found to have been inaccurately categorized.
- Once the Seller has dispatched the Product and Goodealzz has sent a confirmation email to the Customer, a legally binding contract is established between the Seller and the Customer. Any errors in the Sale price cannot be changed.
- If the Seller updates the Listing Price, it may take up to 2 hours for the updated price to be displayed on the Marketplace. In case of a pricing error discovered prior to dispatch, the Seller must promptly contact the Customer, cancel the Order, and process a refund within 2 days.
- If packaging, postage costs, or any other costs are incorrectly inputted into the SCP, the Seller has no right to request additional payments from the Customer once the Order has been placed.
- Goodealzz may, at its discretion, offer promotions to increase the Seller’s sales. Any pricing changes made by Goodealzz will not affect payments otherwise due to the Seller.
6.5 Processing Orders
6.5.1 Seller’s Fulfillment Responsibility:
The Seller is solely responsible for fulfilling Orders.
6.5.2 Accepting and Rejecting Orders:
Upon receiving an Order through the SCP, the Seller can choose to accept or reject it. If the Seller is unable to supply the Customer with all or part of the Order, the Seller must inform the Customer through their Goodealzz account. Rejections may impact the Seller’s performance metrics and result in a refund fee as stated in Clause 6.7. If the Seller accepts the Order, they are obligated to fulfil and dispatch it as soon as reasonably practicable, within the specified dispatch timeframe options in the SCP.
6.5.3 Delivery Timeframe:
The Seller must select a designated delivery timeframe ranging from 1 to 30 days.
6.5.4 Dispatching Orders:
Orders must be dispatched within the Seller’s Handling Time, which can be set in the SCP for a maximum of 10 days.
6.5.5 Priority Orders:
Priority Orders must be dispatched on the same day if ordered before the priority cut-off time set in the SCP.
6.5.6 Order Acceptance:
Order acceptance is confirmed through an email sent to the Customer via the SCP upon dispatch of the Order.
6.5.7 Communication and Enquiries:
All inquiries related to the Order or delivery must be addressed through the SCP.
6.5.8 Delivery Timeframes and Refunds:
The Seller acknowledges and agrees that Goodealzz has the right to refund the Customer’s payment for an Order (from the funds received by Goodealzz on behalf of the Seller) if the Seller fails to meet the Customer’s chosen Delivery Timeframes based on the options set by the Seller.
6.5.9 Providing Invoices:
If requested by the Customer, the Seller must provide an appropriate invoice. For sales where Goodealzz is the deemed supplier for VAT purposes, Goodealzz will be responsible for providing the Customer with a VAT invoice.
6.5.10 Goodealzz’s Order Cancellation:
Goodealzz reserves the right to cancel an Order and process a refund if, in Goodealzz’s reasonable opinion, it believes that the Seller is or will be in breach of these Seller Terms.
6.5.11 Automatic Order Cancellation:
If an Order is not marked as dispatched within 30 days of the Order being placed, Goodealzz will automatically cancel the sale and refund the Customer’s payment from the funds received by Goodealzz on behalf of the Seller.
6.5.12 Seller’s Failure to Accept an Order:
If a Seller has not accepted an Order within the Handling Time set in the SCP or if Goodealzz reasonably believes that the Seller has rejected an Order, Goodealzz is entitled to cancel the sale and refund the Customer’s payment for that Order from the funds received by Goodealzz on behalf of the Seller.
6.5.13 Force Majeure Event:
If a Force Majeure Event occurs, affecting the Seller’s obligations under the Customer Terms:
188.8.131.52 The Seller must promptly contact and notify the Customer.
184.108.40.206 The Seller’s obligations under the Customer Terms will be suspended, and the time for performance will be extended for the duration of the Force Majeure Event.
6.5.14 New Delivery Date or Order Cancellation:
If the Force Majeure Event impacts the Seller’s ability to deliver Products to the Customer, the Seller will make efforts to arrange a new delivery date with the Customer once the Force Majeure Event ends. Alternatively, the Customer may choose to cancel the Order.
Delivery, Packaging, and Postage
6.6 Delivery Responsibility
6.6.1 Sourcing, Storing, and Delivering Products:
The Seller bears full responsibility for sourcing, storing, selling, and delivering all Products in an Order to the Customer. The Seller is expected to adhere to professional standards of skill and care in these activities.
6.6.2 Risk of Products:
The Seller assumes the risk associated with the Products until they have been successfully delivered to the Customer. To minimize this risk, it is recommended that the Seller use a tracked delivery service for delivering Products to Customers.
6.6.3 Late or Untracked Delivery:
If untracked delivery is chosen and the Products are not delivered to the Customer within the specified Delivery Timeframe, Goodealzz reserves the right, at the Customer’s option, to request the Seller to either issue a refund or provide a replacement. In such cases, the Customer will not be required to return any Products delivered late, unless the Seller can provide evidence (e.g., tracking information) demonstrating that the Products were indeed delivered to the Customer within the agreed Delivery Timeframe.
6.6.4 Selecting Delivery Options:
The Seller is responsible for selecting the applicable delivery options in the SCP.
6.6.5 Additional Packaging and Postage Costs:
If there are additional packaging and postage costs associated with the Products (e.g., due to weight, fragility, size, value, or perishability), the Seller must ensure that these costs are included in the Listing Price.
6.6.6 Professional Product Wrapping:
The Seller must wrap all Products within the Order in a professional manner. The wrapping should be appropriate for the specific Product, such as using bubble packaging for delicate items or delivering Products listed in sex and adult categories in discreet packaging that is opaque and does not indicate the contents.
6.6.7 Exclusion of Promotional Marketing Material:
The Seller must not include any promotional marketing material inside the packaging used for delivering the Product.
6.6.8 Non-Branded Packaging for Third-Party Fulfillment:
If a third party is used to fulfil an Order, the Seller should select a non-branded packaging option, if available.
6.6.9 Delivery Method Selection:
The Seller must select the delivery options from the SCP that apply to the Product. Once an order is placed, the Seller must ensure that the Products are sent according to the chosen delivery method by the Customer or by a faster and more secure method.
6.6.10 Delivery Issues Resolution:
In case of non-delivery, misdelivery, late delivery, theft, or other delivery-related errors, the Seller is responsible for resolving any issues with the chosen delivery provider. Under no circumstances should the Seller request the Customer to resolve delivery issues with the delivery provider, except for confirming their availability at the delivery address during an agreed-upon time.
6.6.11 Customs and Import Fees:
Any customs and import fees levied on an Order delivered to a UK Address are the sole responsibility of the Seller. If a Customer raises a query regarding such fees, the Customer is entitled to reimbursement if they can provide official documentation as evidence. In such cases, Goodealzz will reimburse the Customer and deduct the applicable customs and import fees from any payments due to the Seller in accordance with Clause 16.1.
6.6.12 Compliance with Export Laws:
The Seller must not export any Products, directly or indirectly via the Goodealzz Marketplace, in violation of any applicable laws or regulations to any country that requires an export license or other governmental approval without obtaining the necessary permit or approval in advance.
6.6.13 Correct Value Declaration:
The Seller must ensure that the value of the contents of all Product packages is accurately stated on the relevant packing materials to avoid incorrect or excessive customs and import fees being charged to the Customer.
6.6.14 Liability for Customs and Import Fees:
Goodealzz accepts no liability for any customs and import fees incurred on Products returned by the Customer to the Seller. The Seller is solely responsible for these fees. If Goodealzz incurs costs due to mislabeling of consignments by the Seller, Goodealzz reserves the right to deduct such charges from any payments owed to the Seller in accordance with Clause 16.1. If these costs exceed the funds held by Goodealzz on behalf of the Seller, the Seller must make immediate payment upon request.
6.7 Cancellations and Refunds
6.7.1 Refund Processing:
When a Customer is entitled to a full or partial refund as described in Clause 10 of the Goodealzz Customer Terms, the Seller must process the refund through the SCP within the specified timeframe. Goodealzz reserves the right, at its sole discretion and with reasonable notice to the Seller, to refund the Customer on behalf of the Seller and recover the refunded amount from any monies owed to the Seller in accordance with Clause 16.
7. Customer Care
7.1 Goodealzz’s Customer Care Team provides customer support on behalf of the Seller. Whenever possible, and when deemed necessary by the Customer Care Team, they will resolve queries without involving the Seller but may still reach out to the Seller.
7.2 If a Customer communicates with regards to a query or complaint about the quality, fitness for purpose, adherence to the Seller’s description, or failed delivery of a Product, Goodealzz will log the communication and refer it to the Seller through the SCP.
7.3 The Seller is expected to make reasonable efforts to address any matters referred to in 7.2 directly with the Customer using the SCP within 48 hours.
7.4 If the Seller is unable to resolve the matter with the Customer within 48 hours, the Seller must notify Goodealzz using the SCP.
7.5 Starting from 48 hours after the Customer contacts Goodealzz as described in Clause 7.2, the Seller can request that Goodealzz’s Customer Care Team conducts a review. If the Customer Care Team determines that the Customer has valid reasons for dissatisfaction, they will deduct a Goodealzz Dispute Fee of £6.50 from the Seller’s Goodealzz account (if there are insufficient funds, the account balance will become negative, and the balance will be deducted from future sales). The matter will then be referred to the Dispute Resolution Stage as described below.
7.6 The Dispute Resolution Stage involves the Customer Care Team thoroughly reviewing the facts of the dispute. They may contact the Seller and Customer for additional information.
7.7 After completing the Dispute Resolution Stage, a decision will be made in favor of either the Seller or the Customer.
7.8 If the Customer Care Team:
7.8.1 Finds in favour of the Seller, Goodealzz will not require the Seller to take any further action. The Customer Care Service will not affect the Seller’s performance metrics, and the Goodealzz Dispute Fee mentioned in 7.5 will be refunded to the Seller.
7.8.2 Finds in favour of the Customer, Goodealzz will process a refund to the Customer as outlined in 6.7.1 or 6.7.2 (whichever is applicable). Such a finding may also have a negative impact on the Seller’s performance metrics and may result in Goodealzz taking action to restrict the Seller’s access to the SCP as described in Clause 14.
7.8.3 The Seller acknowledges that the Customer Care Team, as described in this Clause 7, is provided by Goodealzz for the Seller’s benefit, enabling the Seller to focus on selling and reducing the likelihood of chargebacks and legal proceedings. The Seller agrees to accept all decisions made by the Customer Care Team.
7.9 The Seller acknowledges that the Customer may initiate legal proceedings against the Seller, in addition to or instead of contacting the Customer Care Team. The Seller must release Goodealzz from any Customer Claims (actual and consequential) of any kind arising from or related to such Customer claims and shall indemnify Goodealzz against such Customer Claims.
8.1 When applicable, Goodealzz is responsible for calculating and charging the Customer the relevant VAT and/or any other applicable taxes, charges, or levies (excluding customs and import fees) on all Orders.
8.2 If Goodealzz is legally obligated to collect VAT and/or any other applicable taxes, charges, or levies for any reason in any jurisdiction regarding the Seller’s use of the Goodealzz Marketplace, Goodealzz will report and remit the necessary sums directly to the appropriate national authorities. These sums will be accrued from the amounts paid by the Customer in each transaction, reducing the net sale proceeds that would otherwise be due to the Seller.
8.3 If Goodealzz is not legally obligated to collect VAT or any other applicable taxes, charges, or levies for any reason in any jurisdiction regarding the Seller’s use of the Goodealzz Marketplace or other transactions, Goodealzz will remit the net sale proceeds to the Seller, inclusive of such VAT or any other applicable taxes, charges, or levies. The Seller is solely responsible for reporting and remitting the relevant sums directly to the appropriate national authorities. If Goodealzz incurs liabilities due to the Seller’s failure to remit such sums, Goodealzz reserves the right to deduct those amounts from any payments due to the Seller in accordance with Clause 16.1.
8.4 The Seller must promptly notify Goodealzz if it becomes aware of any incorrect display of VAT or any other applicable taxes, charges, or levies for their Products on the Goodealzz Marketplace, or if there are significant changes in the Seller’s tax position (e.g., additional tax registrations or de-registrations).
9.1 Fraud-Related Chargebacks
9.1.1 Goodealzz is responsible for Fraud-Related Chargebacks, except in cases where Goodealzz has instructed the Seller to cancel an Order before dispatch or if there are reasonable grounds to believe that the Seller is involved in the fraud.
9.2 Customer Dispute Chargebacks
9.2.1 The Seller is responsible for Customer Dispute Chargebacks, including situations where a Product is not as described, defective, or for delivery-related reasons (except when the Seller has proof of delivery to the requested address provided by the Customer in the Order).
9.2.2 Goodealzz will automatically assign liability to the Seller and deduct the chargeback amount (including all charges from banks or card providers) and a £25.00 Goodealzz Chargeback Fee from any money owed to the Seller as net sale proceeds or otherwise. If the Customer Dispute Chargeback amount exceeds the monies owed to Goodealzz by the Seller, Goodealzz reserves the right to demand immediate payment from the Seller to cover the shortfall in accordance with Sub-Clause 16.1. Goodealzz will charge £25.00 for lost of case by seller and £15.00 incase of case won by seller.
9.2.3 Goodealzz will make reasonable efforts to defend Customer Dispute Chargebacks raised against the Seller if the Seller can provide compelling evidence (as determined by the relevant payment processor) within 3 business days of the request by Goodealzz. If no compelling evidence is provided, Goodealzz reserves the right to accept the Customer Dispute Chargeback (for which the Seller will be liable according to Clause 9.2.1 and 9.2.2).
9.2.4 If the Customer Dispute Chargeback is successfully defended, Goodealzz will fully reimburse the Seller for the amount stated in 9.2.2 a) and b) of the Customer Dispute Chargeback.
10. PERSONAL DATA
11.1 All communications from the Seller to Goodealzz should be made through a support ticket in Goodealzz’s Support Centre in the Seller Control Panel (SCP).
11.2 Goodealzz will communicate with the Seller using the contact details provided by the Seller in their application or the details available in the SCP.
12. NO PROMOTION
12.1 The Seller is prohibited from including links to their own website or any other website, promoting their website or any other website, on the SCP, any Listings on the Goodealzz Marketplace, sales made by Customers on the Marketplace, or in any other communication with Customers.
12.2 The Seller is not allowed to send emails, catalogues, or other promotional materials to Customers referred to them by Goodealzz, except those that are exclusively branded as coming from Goodealzz.
12.3 The Seller acknowledges and accepts that “Goodealzz” is a registered trademark of Visor Commerce Ltd, and no rights or licenses are granted to the Seller in this regard.
12.4 The Seller must not bid on the name “Goodealzz” or variations of the Goodealzz brand or domain name on Google or any other search engine or search site.
13.1 The Seller is solely responsible for ensuring the procurement, maintenance, and security of their network connections and telecommunications links at their own expense.
13.2 The Seller must use their own virus protection software and must not knowingly access, store, distribute, transmit, or introduce any viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material during their use of the Goodealzz Marketplace.
13.3 The Seller must keep their username and password login information secure and not allow any other party to access it. If the Seller loses their login details or becomes aware of unauthorized access by any other party, they must immediately report the incident to Goodealzz via a support ticket in Goodealzz’s Support Centre or, if the Support Centre is not functioning, by emailing email@example.com.
14. RESTRICTED SELLER ACCESS
14.1 Goodealzz has the discretion to partially or completely restrict Seller access to the SCP under the following circumstances, as well as any other reasonable circumstances:
14.1.1 If the Seller fails to fulfil their payment obligations outlined in these Seller Terms.
14.1.2 Upon termination of these Seller Terms.
14.1.3 If the Seller fails to dispatch orders in a timely manner or fails to do so altogether.
14.1.4 If the Seller fails to comply with Clause 7 (Cancellations and Returns) of these Seller Terms.
14.1.5 If Goodealzz, after making reasonable attempts to contact the Seller, determines that the Seller has been inactive for at least 6 months.
14.1.6 If Goodealzz has reasonable grounds to believe that the Seller is selling fake/counterfeit products on the site or infringing upon the intellectual property or proprietary rights of any third party.
14.1.7 If the Seller has a high rate of cancellations or refunds, or fails, in Goodealzz’s reasonable opinion, to adequately address customer queries or complaints according to Clause 7 (Customer Care).
14.1.8 If Goodealzz has other reasonable concerns regarding the Seller’s activity.
14.1.9 In accordance with Clause 20 (Termination).
14.2 If Goodealzz restricts the Seller’s access in part as per Clause 14.1, the Seller will only be able to view and manage live orders and sales, view invoices between the Seller and Goodealzz, mark orders as dispatched, and handle customer feedback. During this period, the Seller’s listings will not be visible to customers, and customers will be unable to place new orders with the Seller.
15. FEES PAYABLE BY SELLERS TO Goodealzz
15.1 The Seller is responsible for paying the following fees to Goodealzz:
15.1.1 Sales Fee (10%)
15.1.2 Goodealzz Dispute Fee, if applicable
15.1.3 Goodealzz Chargeback Fee, if applicable
15.1.4 Refund Administration Fee, if applicable
15.1 Sales Fee
15.2.1 Whenever a sale is made for a product listed under the Seller’s account, the Seller is obligated to pay the applicable Sales Fee to Goodealzz which is 10% per order only.
15.2.2 If, for any reason, the Seller provides the customer with a full or partial refund as per Clause 6.7, or if Goodealzz provides the customer with a full or partial refund on behalf of the Seller in accordance with Clause 4.2.7, Goodealzz will refund the corresponding proportion of the Sales Fee to the Seller. Additionally, the Seller will be charged the applicable Refund Administration Fee by Goodealzz. It should be noted that if the Sales Fee consists of two different percentages with a lower and upper threshold (see Sales Fees), any refunded Sales Fee will be paid in reverse order of how the Sales Fee was charged.
15.2.3 Goodealzz reserves the right to change the Sales Fees by providing the Seller with written notice at least 30 days in advance.
16. SELLER PAYMENTS TO Goodealzz
16.1 In addition to any other rights held by Goodealzz if the Seller fails to pay any undisputed amounts owed to Goodealzz, Goodealzz is entitled to deduct the outstanding amount from:
16.1.1 Funds held by Goodealzz on behalf of the Seller.
16.1.2 Future funds received from customers as payment for the Seller’s products ordered through the Goodealzz Marketplace. This means that any amounts payable by the Seller to Goodealzz will be offset against payments made by Goodealzz to the Seller until the outstanding amounts are settled.
16.1.3 Payments due from Goodealzz to the Seller in accordance with Clause 17. If the sums owed exceed the funds held by Goodealzz on behalf of the Seller, the Seller must make immediate payment upon demand.
16.1.4 Any other payment or reimbursement owed to the Seller by Goodealzz.
16.2 If the Seller fails to pay the Monthly Subscription Fees, Goodealzz may restrict the Seller’s access to the SCP until payment is made. The process for restricted access is as follows:
16.2.1 If the initial payment attempt fails, Goodealzz’s system will make three more attempts, with each attempt occurring 24 hours after the previous one. Each failed attempt will trigger an automatic email notification to the Seller.
16.2.2 After a total of four unsuccessful attempts, the Seller’s account will be automatically suspended. To regain access, the Seller will need to reactivate the account and settle the outstanding Monthly Subscription Fees.
16.2.3 Goodealzz may also charge the Seller interest and debt recovery costs according to the Late Payment of Commercial Debts (Interest) Act 1998, in addition to the outstanding amount.
17. PAYMENT TO THE SELLER
17.1 When a customer makes a payment, the funds are paid to Goodealzz as the Seller’s agent, in accordance with these Seller Terms.
17.2 Payment by a customer to Goodealzz settles the debt owed by the customer to the Seller. Once Goodealzz receives payment from the customer, the customer no longer owes that amount to the Seller.
17.3 Subject to Clause 17.9, Goodealzz, acting as the Seller’s agent, will pay the Seller the Listing Price along with the delivery costs for the relevant product, deducting the Sales Fee specified in Clause 15.3.1, and any other applicable charges as per these Seller Terms. For Sellers based outside the United Kingdom, Goodealzz will also deduct VAT.
17.4 The Seller can request a withdrawal of funds no later than 14 days after the end of the Delivery Timeframe.
17.5 Goodealzz will initiate the payout to the Seller as per the request made in Clause 17.4 no later than the end of the next business day. However, the receipt of settlements as cleared funds in the Seller’s bank account(s) may be delayed due to interbank systems beyond Goodealzz’s control.
17.6 The Seller can transfer the funds to the bank account provided during the application process unless the Seller has subsequently changed the account details.
17.7 The Seller acknowledges that Goodealzz bears no liability if the Seller has provided incorrect bank details.
17.8 Under no circumstances will Goodealzz make payments due to the Seller to any third party, including any third-party bank account.
17.9 Goodealzz reserves the right to withhold funds if it reasonably believes that the Seller has breached these Seller Terms.
17.10 Goodealzz will provide the Seller with monthly VAT invoices for all fees and charges. The VAT invoice will be prepared and provided to the Seller in the subsequent month following the relevant period. For example, the VAT invoice for the calendar month of February will be prepared on the 1st of March, and the VAT invoice for the calendar month of March will be prepared on the 1st of April, and so on.
17.11 Promotional codes or other promotions used by customers to pay for products will not affect the Seller’s right to receive payment of the Listing Price as outlined in Clause 17.3.
18. REPRESENTATIONS AND WARRANTIES
18.1 General Representations and Warranties:
18.1.1 Each party represents and warrants that it is a duly organized business, validly existing and in good standing under the Laws of its jurisdiction. In the case of the Seller, it holds a valid bank account capable of transacting in Great British pounds sterling.
18.1.2 Each party has the necessary rights, power, and authority to enter into these Seller Terms, perform its obligations, and grant the rights, licenses, and authorizations stated herein.
18.1.3 Any information one party provides to the other party or its affiliates is accurate and complete. Parties agree to promptly update such information to ensure accuracy and completeness at all times.
18.1.4 Neither party is subject to sanctions or listed as a prohibited or restricted party, nor is it owned or controlled by such a party. This includes lists maintained by entities such as the United Nations Security Council, the UK Government, US Government, the European Union or its member states, or any other relevant government authority.
18.2 Seller Warranties:
18.2.1 The Seller warrants that it will comply with all applicable laws, ensuring that Goodealzz is not in breach of any laws and that it will not infringe upon the intellectual property rights of any third party in its performance under these Seller Terms.
18.2.2 The Seller will fulfil all its obligations under these Seller Terms, including adherence to the referenced policies.
18.2.3 The Seller will carry out its obligations under these Seller Terms, including obligations to customers, with reasonable care, skill, and in accordance with the best industry practices of an online seller. This includes
- Compliance with applicable laws and avoidance of infringement upon the rights (including intellectual property rights) of any third party.
- Ownership of the listed product or authorization from the owner to sell the product on the Goodealzz Marketplace.
- Ability to transfer clear title of the product without any third-party claims, liens, or encumbrances.
- Accuracy and completeness of details on Product Pages without misleading or deceptive information.
- Prompt dispatch of orders in accordance with the delivery standards specified in Clause 6 of these Seller Terms. Dispatch should occur within 24 hours of order placement by the customer (unless a longer Handling Time has been set by the Seller in the SCP), or as specified by the Seller at the time of the order.
- Compliance of the product with applicable laws in all countries where it is made available via the Goodealzz Marketplace, where the customer resides, and any other relevant country. This includes adherence to regulations regarding the sale, distribution, customs procedures, taxation, import/export controls, safety and environmental regulations, copyright levies, and required marks and labels.
- Not listing or continuing to sell any product on the Goodealzz Marketplace that is deemed dangerous, harmful, hazardous, or subject to recall by local regulators, government bodies, manufacturers, or distributors.
18.3 Goodealzz Warranties:
18.3.1 The Goodealzz Marketplace and all commercial agency services are provided on an “as is” basis.
18.3.2 Except for the warranties, representations, conditions, and obligations expressly set out in these Seller Terms, Goodealzz disclaims all warranties, representations, conditions, and obligations, whether express or implied. This includes warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any guarantee that the Goodealzz Marketplace will meet the Seller’s requirements, be always available, accurate, reliable, accessible, uninterrupted, timely, secure, or free from errors such as malware, bugs, or spam.
19. LIABILITY AND INDEMNITY
19.1 The Seller shall be held accountable for any losses incurred by the Customer resulting from any breach of the Customer Terms by the Seller. However, the liability of Goodealzz, except as stated in clauses 19.1.1 and 19.1.2 below, shall not be limited or excluded. Goodealzz’s liability shall not be limited or excluded for the following:
19.1.1 Death or personal injury caused by the negligence of Goodealzz, its employees, agents, or subcontractors, or fraudulent activities or misrepresentation by Goodealzz.
19.1.2 Subject to clause 19.1.1:
Goodealzz shall not be liable to the Seller, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or any other legal theory, for any indirect or consequential loss or damage, including but not limited to:
- Loss of profits
- Loss of revenue
- Loss of anticipated savings
- Loss of business
- Loss of opportunity
- Loss of goodwill
- Loss due to business interruption
- Liability to third parties (including any obligation to compensate the Customer, whether ex gratia or otherwise)
- loss, alteration, or corruption of data
- Additional operational and administrative costs and expenses
- Any fines, penalties, or expenses imposed by a regulator, governmental authority, or professional body
The above items (i) to (xi) apply regardless of whether the loss is direct or indirect.
19.1.3 Goodealzz’s total aggregate liability to the Seller arising from the sale of Products to the Customer under these Seller Terms, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or any other legal theory, shall not exceed the total amount of Monthly Subscription Fees paid by the Seller to Goodealzz in the 12 months immediately preceding the date when the claim arose.
19.1.4 Goodealzz assumes no liability regarding the Products. It is the Seller’s responsibility to obtain appropriate insurance coverage to cover the cost of the Products supplied to Customers, including but not limited to insurance for loss or damage occurring during transit and insurance to cover damage caused by the Products to Customers or third parties.
19.1.5 At times, Goodealzz may need to perform updates and essential maintenance on the Goodealzz Marketplace. While Goodealzz will make efforts to schedule such maintenance during periods that are least likely to inconvenience the Seller and provide advance notice of planned maintenance, Goodealzz assumes no liability to the Seller for any loss of profits or other losses resulting from maintenance or downtime of the Goodealzz Marketplace.
19.1.6 Except as explicitly stated in these Seller Terms, all warranties, conditions, and other implied terms prescribed by law or common practice are fully excluded to the extent permitted by applicable laws.
19.1.7 The Seller shall defend, indemnify, and hold Goodealzz (including its parents, subsidiaries, affiliates, officers, directors, employees, agents, and other representatives) harmless from any and all liabilities, costs, expenses, damages, and losses, including but not limited to direct, indirect, special, or consequential losses, loss of reputation, interest, penalties, and legal and other professional costs and expenses (including internal resources), incurred by Goodealzz in connection with the following:
(i) Any breach by the Seller of any provision in these Seller Terms or the Customer Terms.
(ii) Any actual or alleged defect in any Product, whether latent or patent.
(iii) Violation of any applicable laws, including costs, additional expenses, customs duties or assessments, fines, citations, penalties, or failure by the Seller to comply with any request by Goodealzz for import or export documentation.
(iv) Any claim made against Goodealzz for actual or alleged infringement of a third party’s Intellectual Property Rights arising from the manufacturing, supply, sale, or use of the Products.
(v) Any claim made against Goodealzz by a third party arising from the manufacturing, sale, or supply of the Products or any damage arising from or related to the Products.
20.1 Either party has the right to terminate these Seller Terms by providing written notice of 30 days to the other party at any time.
20.2 Without prejudice to the available rights and remedies of Goodealzz and the Seller, each party may terminate these Seller Terms immediately by giving written notice to the other party in the following circumstances:
20.3 The other party fails to pay any undisputed amount due under these Seller Terms on the designated due date and does not rectify the breach within 30 days after receiving written notice that specifies the breach and demands its resolution.
20.4 The other party commits a substantial breach of any other provision in these Seller Terms, which is incapable of remedy, or if the breach is capable of being rectified, fails to remedy it within 30 days after receiving written notice that specifies the breach and demands its resolution.
20.5 The other party repeatedly breaches any provisions of these Seller Terms in a manner that reasonably indicates its intention or ability to comply with these Seller Terms.
20.6 The other party’s financial condition significantly deteriorates to a degree that reasonably suggests its capability to comply with these Seller Terms is at risk.
20.7 The other party suspends or threatens to suspend the payment of its debts, becomes unable to pay its debts as they become due, admits its inability to pay its debts, or is deemed unable to pay its debts as defined in section 123 of the Insolvency Act 1986, excluding the phrase “it is proved to the satisfaction of the court” in sections 123(1)(e) or 123(2) of the Insolvency Act 1986.
20.8 The other party takes any action or step associated with entering into administration, provisional liquidation, a composition or arrangement with its creditors (unless related to a solvent restructuring where the resulting company agrees to be bound by or assume the obligations of these Seller Terms), obtaining a moratorium, being wound up (voluntarily or by court order, unless for the purpose of a solvent restructuring where the resulting company agrees to be bound by or assume the obligations of these Seller Terms), having a receiver or administrative receiver appointed to its assets, or a creditor or encumbrancer taking possession of any of its assets. If such action or step is taken in another jurisdiction, it applies to any analogous procedure in that jurisdiction.
20.9 The other party suspends, ceases, or threatens to suspend or cease a substantial part or the entirety of its business operations.
20.10 Without limiting any other rights or remedies of Goodealzz, if the Seller fails to meet the Seller performance metrics across the Marketplace in any given month, Goodealzz will provide written notice to the Seller, specifying the details of the failure and working together with the Seller to help meet the performance metrics in subsequent months. If, after receiving such notice, the Seller fails to meet the Seller performance metrics across the Goodealzz Marketplace for two consecutive months, Goodealzz may, at its sole discretion:
20.10.1 Restrict the Seller’s access to the SCP (Seller Control Panel).
20.10.2 Terminate these Seller Terms by providing the Seller with a written notice of 30 days.
20.10.3 Without prejudice to any other rights or remedies of Goodealzz, Goodealzz reserves the right to immediately suspend the Seller’s access to the SCP or restrict the Seller’s access to the SCP if the Seller commits a material breach of these Seller Terms and, in the case of a remediable breach, fails to remedy it within 30 days after receiving written notice specifying the breach and demanding its resolution.
21. CONSEQUENCES OF TERMINATION
21.1 In the event that Goodealzz terminates these Seller Terms, any outstanding amounts owed by the Seller to Goodealzz in accordance with these Seller Terms shall become immediately due and payable.
21.2 If Goodealzz terminates this contract, the Seller is responsible for paying all outstanding fees as outlined in Clause 15 (Fees) of these Seller Terms for sales made during the 30-day notice period, along with any other amounts owed to Goodealzz, including applicable VAT.
21.3 The Seller must ensure the fulfillment of all orders placed prior to termination, to the extent permitted by the Seller’s access level to the SCP (Seller Control Panel). If the Seller is unable to fulfill an order and informs Goodealzz of such, or if the Seller fails to fulfill an order within 7 days of termination, Goodealzz will cancel the order and process a refund to the customer.
21.4 The rights, remedies, obligations, and liabilities of both parties that have accrued up to the date of termination or expiry of these Seller Terms shall not be affected. This includes the right to seek damages for any breaches that occurred prior to the termination or expiry date.
21.5 The termination or expiration of these Seller Terms, for any reason, shall not affect any rights, obligations, or liabilities that have accrued before the termination or expiry date. All provisions related to indemnification, warranty, liability and limits, confidentiality, protection of proprietary rights and trade secrets, and any provisions that are necessary to survive termination to achieve their purpose, shall continue to be in effect until they are no longer necessary. Furthermore, the termination of these Seller Terms does not release the Seller from its obligations to supply products that have been ordered, and pay refunds and other charges, even if these liabilities arise after the termination or expiration date (e.g., chargebacks).
21.6 All licenses granted under these Seller Terms will expire upon termination, unless required for the purposes specified in Clause 21.2.
21.7 Clauses that expressly or implicitly remain in effect after termination shall continue to be fully enforceable.
21.8 The Seller acknowledges and agrees that Goodealzz reserves the right to disclose the Seller’s contact details, as held on the SCP (Seller Control Panel) or any other details related to the Seller, to a customer if any disputes remain or arise between the Seller and the customer after the termination of these Seller Terms.
22.1 Both parties agree that when one party possesses Confidential Information, they will: (i) keep it confidential, (ii) use it solely for the performance of these Seller Terms, and (iii) not disclose it to any third party without the prior written consent of the other party.
22.2 The obligations mentioned in 22.1 do not apply to information that becomes publicly available, was already possessed before the Commencement Date (or prior to being designated as Confidential Information), is lawfully acquired from a third party not bound by confidentiality obligations, or is independently developed by the recipient. Both parties are permitted to disclose Confidential Information to legal advisors to protect their legitimate interests and comply with any legal, professional, or regulatory requirements.
22.3 The Seller agrees to reimburse Goodealzz for any costs incurred in complying with disclosure requirements related to these Seller Terms imposed in any proceedings or regulatory process, provided that Goodealzz promptly notifies the Seller and, where reasonably or legally possible, notifies the Seller prior to disclosure.
22.4 The Seller acknowledges that Goodealzz may share the Seller’s Confidential Information with its affiliates and subcontractors used by Goodealzz in the performance of these Seller Terms, as well as contractors providing administrative, infrastructure, and support services to Goodealzz, whether located within or outside the United Kingdom. It is understood that these recipients will treat the information as Confidential Information in accordance with the provisions of these Seller Terms.
22.5 Goodealzz may disclose to other parties that it has acted for the Seller when offering Goodealzz’s services unless instructed otherwise by the Seller.
22.6 Nothing in these Seller Terms will restrict or prevent Goodealzz from providing services to other parties, including similar services to those offered under these Seller Terms, or using and sharing any knowledge, experience, or skills acquired or developed through the performance of these Seller Terms. This applies even if the interests of those other parties are in competition with the Seller. The Seller also agrees that if Goodealzz possesses information obtained under an obligation of confidentiality to another client or third party, Goodealzz is not obligated to disclose it to the Seller or use it for the Seller’s benefit, regardless of its relevance to these Seller Terms.
22.7 The obligations of confidentiality stated in these Seller Terms shall remain in effect for a period of 5 (five) years after the termination or expiry of these Seller Terms.
23. INTELLECTUAL PROPERTY RIGHTS
23.1 All Intellectual Property Rights related to the Goodealzz Marketplace, as well as any materials, documents, or items created by Goodealzz in any form, will be the absolute property of Goodealzz.
23.2 The Seller is not allowed to use Goodealzz’s Intellectual Property Rights without obtaining prior written consent from Goodealzz.
23.3 With the exception of Clause 23.7, the Seller acknowledges and agrees that the copyright, design rights, and all other Intellectual Property Rights associated with a Listing belong solely to Goodealzz or have been licensed to Goodealzz. The Seller acknowledges that assigning a Product to a Listing does not grant the Seller any Intellectual Property Rights over that Listing.
23.4 Goodealzz grants the Seller a royalty-free, non-exclusive, worldwide, perpetual, and irrevocable right to use each Listing solely for the purpose of advertising the Products through the Marketplace.
23.5 These Seller Terms do not grant the Seller any rights, under or in connection with, any copyright, designs, patents, database rights, trade secrets, trade names, registered or unregistered trademarks, or any other rights or licenses pertaining to the Goodealzz Marketplace, unless expressly stated in Clause 23.4.
23.6 Goodealzz represents, confirms, and warrants that it is the lawful owner of all intellectual property in the Goodealzz Marketplace, including but not limited to the SCP (Seller Control Panel), or holds an irrevocable license to use such intellectual property for the intended purposes.
23.7 The Seller retains absolute ownership of its name, logo, and all other Intellectual Property Rights specifically associated with the Seller, including materials, documents, or items prepared by Goodealzz for the Seller in connection with the Goodealzz Marketplace.
23.8 The Seller grants Goodealzz a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and sub-licensable right to exercise the copyright, publicity rights, database rights, and all other intellectual property rights it holds in any logos, trademarks, brand names, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by the Seller on the Goodealzz Marketplace, across all media.
24.1 Force Majeure: Except for clauses 6.5.13 and 6.5.14, neither party shall be held responsible if it is unable to perform its obligations or conduct its business due to a Force Majeure Event.
24.2 Counterparts: These Seller Terms can be signed in multiple counterparts by either or both parties, each counterpart being an original and all counterparts together constituting a single contract.
24.3 Entire Agreement: These Seller Terms constitute the complete agreement between the parties regarding their subject matter and supersede any previous agreements or terms of the Seller. Both parties acknowledge and agree that all statements, representations, warranties, and undertakings they rely on are incorporated into these Seller Terms, and they shall not rely on any statement, representation, warranty, or undertaking (whether negligently or innocently made) by any person unless expressly stated in these Seller Terms. Each party agrees not to make any claim for innocent or negligent misrepresentation or misstatement based on any statement in these Seller Terms.
24.4 Variation: Any proposed changes to these Seller Terms by the Seller must be made in writing and require written agreement from Goodealzz to take effect. Goodealzz, except for clause 15.3.2, may amend any terms of these Seller Terms by providing the Seller with a written notice of at least 14 days. After the notice period, the amendment shall be considered incorporated into these Seller Terms. If the Seller finds Goodealzz’s proposed variation unacceptable, the Seller has the right to terminate these Seller Terms.
24.4.1 The 14-day notice period mentioned in Clause 24.4 does not apply in the following cases:
- Goodealzz is legally or regulatory obligated to amend these Seller Terms without respecting the notice period.
- Exceptional or unforeseen circumstances require Goodealzz to amend these Seller Terms to address imminent dangers related to protecting itself, the Seller, other sellers, customers, and business users from fraud, malware, spam, data breaches, or other cybersecurity risks. If the Seller finds Goodealzz’s proposed variation unacceptable, the Seller has the right to terminate these Seller Terms.
24.5 Order of Precedence: In the event of a conflict, the following order of precedence applies (from highest to lowest):
24.5.1 The Seller Terms
24.5.2 The Schedules
24.5.3 Documents linked within these Seller Terms
24.6 Anti-Bribery, Modern Slavery, and Anti-Money Laundering: Both parties will comply with the Bribery Act 2010 and maintain respective policies and procedures to ensure compliance with the Bribery Act 2010, the Modern Slavery Act 2015, and applicable anti-money laundering laws throughout the duration of these Seller Terms.
24.7 Assignment: The Seller cannot assign, transfer, charge, subcontract, or otherwise deal with its rights or obligations under these Seller Terms without prior written consent from Goodealzz.
24.8 Notices: Any notice or communication required or permitted under these Seller Terms shall be considered valid if served personally, sent by first-class prepaid post, or sent electronically to the party’s registered office (for companies) or principal place of business (for other cases), or to the party’s email address as notified in writing or through the SCP. References to “writing” include email if supported by a valid server delivery receipt. Notice or communication is deemed received as follows:
24.8.1 If served personally, upon signature of a delivery receipt.
24.8.2 If sent by first-class prepaid post, 2 Business Days after the date of posting.
24.8.3 If sent electronically, at the time of transmission, or when business hours resume if sent outside of business hours. Business hours mean 9:00 am to 5:00 pm on a Business Day.
24.9 No Waiver: The failure or delay by a party to exercise any right or remedy provided under these Seller Terms shall not constitute a waiver of that right or remedy, nor prevent or restrict its further exercise. No single or partial exercise of a right or remedy shall prevent or restrict its further exercise.
24.10 Invalidity: If any provision of these Seller Terms (or part of any provision) is deemed invalid, illegal, or unenforceable by a court or competent authority, it shall be deemed not to be part of these Seller Terms, and the validity and enforceability of the remaining provisions shall not be affected.
24.11 Headings: The headings in these Seller Terms are for reference purposes only and do not affect the interpretation or meaning of these Seller Terms.
24.12 No Partnership: Nothing in these Seller Terms creates a partnership or joint venture between the parties, nor authorizes the Seller to act as Goodealzz’s agent. The Seller has no authority to act on behalf of Goodealzz or bind Goodealzz in any way, including making representations or warranties, assuming obligations or liabilities, or exercising rights or powers.
24.13 No Third-Party Rights: These Seller Terms are not enforceable by any person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
24.14 Governing Law and Jurisdiction: These Seller Terms are governed by and interpreted in accordance with English law. Goodealzz and the Seller agree that the courts of England have exclusive jurisdiction to settle any dispute or claim arising from or in connection with these Seller Terms, including non-contractual disputes and claims.