TERMS & CONDITIONS

We Love Colouring Books Privacy Policy

We collect information about you during the checkout process on our store.

What we collect and store

While you visit our site, we’ll track:

Products you’ve viewed: we’ll use this to, for example, show you products you’ve recently viewed
Location, IP address and browser type: we’ll use this for purposes like estimating taxes and shipping
Shipping address: we’ll ask you to enter this so we can, for instance, estimate shipping before you place an order, and send you the order!

We’ll also use cookies to keep track of cart contents while you’re browsing our site.

When you purchase from us, we’ll ask you to provide information including your name, billing address, shipping address, email address, phone number, credit card/payment details and optional account information like username and password. We’ll use this information for purposes, such as, to:

Send you information about your account and order
Respond to your requests, including refunds and complaints
Process payments and prevent fraud
Set up your account for our store
Comply with any legal obligations we have, such as calculating taxes
Improve our store offerings
Send you marketing messages, if you choose to receive them

If you create an account, we will store your name, address, email and phone number, which will be used to populate the checkout for future orders.

We generally store information about you for as long as we need the information for the purposes for which we collect and use it, and we are not legally required to continue to keep it. For example, we will store order information for XXX years for tax and accounting purposes. This includes your name, email address and billing and shipping addresses.

We will also store comments or reviews, if you choose to leave them.

Who on our team has access

Members of our team have access to the information you provide us. For example, both Administrators and Shop Managers can access:

Order information like what was purchased, when it was purchased and where it should be sent, and
Customer information like your name, email address, and billing and shipping information.

Our team members have access to this information to help fulfill orders, process refunds and support you.

What we share with others

We share information with third parties who help us provide our orders and store services to you; for example --

Payments

We accept payments through PayPal. When processing payments, some of your data will be passed to PayPal, including information required to process or support the payment, such as the purchase total and billing information.

Please see the PayPal Privacy Policy for more details.

Welcome to Stripe!

Stripe, Inc. and its affiliates (collectively “Stripe”, “we” and “us”) respect your privacy. We offer services that enable platforms and merchants to run businesses, and to safely conduct online payment transactions.

This Global Privacy Policy describes the types of Personal Data we collect through our payments products and services (“Services”) and via our online presence, which include our main website at stripe.com, as well as services and websites that we enable Internet users to access, such as Stripe Checkout and the Stripe Shop (collectively, our “Sites”). This policy also describes how we use Personal Data, with whom we share it, your rights and choices, and how you can contact us about our privacy practices. This policy does not apply to third-party websites, products, or services, even if they link to our Services or Sites, and you should consider the privacy practices of those third-parties carefully.

This Privacy Policy is provided in a layered format. Click through to jump to a specific section.

1. Overview

Stripe obtains Personal Data about you from various sources to provide our Services and to manage our Sites. “You” may be a visitor to one of our websites, a user of one or more of our Services (“User” or “Stripe User”), or a customer of a User (“Customer”). If you are a Customer, Stripe will generally not collect your Personal Data directly from you. Your agreement with the relevant Stripe User should explain how the Stripe User shares your Personal Data with Stripe, and if you have questions about this sharing, then you should direct those questions to the Stripe User.

Learn more

2. Personal Data We Collect

a. Personal Data that we collect about you.

Personal Data is any information that relates to an identified or identifiable individual. The Personal Data that you provide directly to us through our Sites will be apparent from the context in which you provide the data. In particular:

When you register for a Stripe account we collect your full name, email address, and account log-in credentials.
When you fill-in our online form to contact our sales team, we collect your full name, work email, country, and anything else you tell us about your project, needs and timeline.
When you use the “Remember Me” feature of Stripe Checkout, we collect your email address, payment card number, CVC code and expiration date.

When you respond to Stripe emails or surveys we collect your email address, name and any other information you choose to include in the body of your email or responses. If you contact us by phone, we will collect the phone number you use to call Stripe. If you contact us by phone as a Stripe User, we may collect additional information in order to verify your identity.

If you are a Stripe User, you will provide your contact details, such as name, postal address, telephone number, and email address. As part of your business relationship with us, we may also receive financial and personal information about you, such as your date of birth and government identifiers associated with you and your organization (such as your social security number, tax number, or Employer Identification Number).

If you are a Customer, when you make payments or conduct transactions through a Stripe User’s website or application, we will receive your transaction information. Depending on how the Stripe User implements our Services, we may receive this information directly from you, or from the Stripe User or third parties. The information that we collect will include payment method information (such as credit or debit card number, or bank account information), purchase amount, date of purchase, and payment method. Different payment methods may require the collection of different categories of information. The Stripe User will determine the payment methods that it enables you to use, and the payment method information that we collect will depend upon the payment method that you choose to use from the list of available payment methods that are offered to you by the Stripe User. When you make a transaction, we may also receive your name, email, billing or shipping address and in some cases your transaction history to authenticate you.

When we conduct fraud monitoring, prevention, detection, and financial compliance activities, we will receive Personal Data from you and about you from our business partners, financial service providers, identity verification services, and publicly available sources (e.g., name, address, phone number, country), as necessary to confirm your identity and prevent fraud. Our fraud monitoring, detection and prevention services may use technology that helps us assess the risk associated with an attempted transaction that is enabled on the Stripe User’s website or the application that collects information.

You may also choose to submit information to us via other methods, including: (i) in response to marketing or other communications, (ii) through social media or online forums, (iii) through participation in an offer, program or promotion, (iv) in connection with an actual or potential business relationship with us, or (v) by giving us your business card or contact details at trade shows or other events.

b. Information that we collect automatically on our Sites.

Our Sites use cookies and other technologies to function effectively. These technologies record information about your use of our Sites, including:

Browser and device data, such as IP address, device type, operating system and Internet browser type, screen resolution, operating system name and version, device manufacturer and model, language, plug-ins, add-ons and the language version of the Sites you are visiting;
Usage data, such as time spent on the Sites, pages visited, links clicked, language preferences, and the pages that led or referred you to our Sites.

We also may collect information about your online activities on websites and connected devices over time and across third-party websites, devices, apps and other online features and services. We use Google Analytics on our Sites to help us analyze Your use of our Sites and diagnose technical issues.

To learn more about the cookies that may be served through our Sites and how You can control our use of cookies and third-party analytics, please see our Cookie Policy.

3. How We Use Personal Data

a. Our products and services.

We rely upon a number of legal grounds to ensure that our use of your Personal Data is compliant with applicable law. We use Personal Data to facilitate the business relationships we have with our Users, to comply with our financial regulatory and other legal obligations, and to pursue our legitimate business interests. We also use Personal Data to complete payment transactions and to provide payment-related services to our Users.

Learn more

b. Marketing and events-related communications.

We may send you email marketing communications about Stripe products and services, invite you to participate in our events or surveys, or otherwise communicate with you for marketing purposes, provided that we do so in accordance with the consent requirements that are imposed by applicable law. When we collect your business contact details through our participation at trade shows or other events, we may use the information to follow-up with you regarding an event, send you information that you have requested on our products and services and, with your permission, include you on our marketing information campaigns.

c. Interest-based advertising.

When you visit our Sites or online services, both we and certain third parties collect information about your online activities over time and across different sites to provide you with advertising about products and services tailored to your individual interests (this type of advertising is called “interest-based advertising”). These third parties may place or recognize a unique cookie or other technology on your browser (including the use of pixel tags). Where required by applicable law, we will obtain your consent prior to processing of your information for the purpose of interest-based advertising.

You may see our ads on other websites or mobile apps because we participate in advertising networks. Ad networks allow us to target our messaging to users based on a range of factors, including demographic data, users’ inferred interests and browsing context (for example, the time and date of your visit to our Sites, the pages that you viewed, and the links that you clicked on). This technology also helps us track the effectiveness of our marketing efforts and understand if you have seen one of our advertisements.

We work with Google AdWords, Doubleclick, AdRoll and other advertising networks. To learn how to opt out of behavioral advertising delivered by Network Advertising Initiative member companies, please visit the Network Advertising Initiative and Digital Advertising Alliance. You may download the AppChoices app to opt out in mobile apps. If you opt out from interest-based advertising, you may see advertising that is not relevant to you. At present, there is no industry standard for recognizing Do Not Track browser signals, so we do not respond to them.

4. How We Disclose Personal Data.

Stripe does not sell or rent Personal Data to marketers or unaffiliated third parties. We share your Personal Data with trusted entities, as outlined below.

a. Stripe. We share Personal Data with other Stripe entities in order to provide our Services and for internal administration purposes.

b. Service providers. We share Personal Data with a limited number of our service providers. We have service providers that provide services on our behalf, such as identity verification services, website hosting, data analysis, information technology and related infrastructure, customer service, email delivery, and auditing services. These service providers may need to access Personal Data to perform their services. We authorize such service providers to use or disclose the Personal Data only as necessary to perform services on our behalf or comply with legal requirements. We require such service providers to contractually commit to protect the security and confidentiality of Personal Data they process on our behalf. Our service providers are predominantly located in the European Union and the United States of America.

c. Business partners. We share Personal Data with third party business partners when this is necessary to provide our Services to our Users. Examples of third parties to whom we may disclose Personal Data for this purpose are banks and payment method providers (such as credit card networks) when we provide payment processing services, and the professional services firms that we partner with to deliver Stripe Atlas.

d. Our Users and third parties authorized by our Users. We share Personal Data with Users as necessary to maintain a User account and provide the Services. We share data with parties directly authorized by a User to receive Personal Data, such as when a User authorizes a third party application provider to access the User’s Stripe account using Stripe Connect. The use of Personal Data by an authorized third party is subject to the third party’s privacy policy.

e. Corporate transactions. In the event that we enter into, or intend to enter into, a transaction that alters the structure of our business, such as a reorganization, merger, sale, joint venture, assignment, transfer, change of control, or other disposition of all or any portion of our business, assets or stock, we may share Personal Data with third parties for the purpose of facilitating and completing the transaction.

f. Compliance and harm prevention. We share Personal Data as we believe necessary: (i) to comply with applicable law, or payment method rules; (ii) to enforce our contractual rights; (iii) to protect the rights, privacy, safety and property of Stripe, you or others; and (iv) to respond to requests from courts, law enforcement agencies, regulatory agencies, and other public and government authorities, which may include authorities outside your country of residence.

5. Your Rights and Choices.

You have choices regarding our use and disclosure of your Personal Data:

a. Opting out of receiving electronic communications from us. If you no longer want to receive marketing-related emails from us, you may opt-out via the unsubscribe link included in such emails. We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt-out of receiving marketing-related emails from us, we may still send you important administrative messages that are required to provide you with our Services.

b. How you can see or change your account Personal Data. If You would like to review, correct, or update Personal Data that You have previously disclosed to us, You may do so by signing in to your Stripe account or by contacting us.

c. Your data protection rights. Depending on your location and subject to applicable law, you may have the following rights with regard to the Personal Data we control about you:

The right to request confirmation of whether Stripe processes Personal Data relating to you, and if so, to request a copy of that Personal Data;
The right to request that Stripe rectifies or updates your Personal Data that is inaccurate, incomplete or outdated;
The right to request that Stripe erase your Personal Data in certain circumstances provided by law;
The right to request that Stripe restrict the use of your Personal Data in certain circumstances, such as while Stripe considers another request that you have submitted (including a request that Stripe make an update to your Personal Data); and
The right to request that we export to another company, where technically feasible, your Personal Data that we hold in order to provide Services to you.

Where the processing of your Personal Data is based on your previously given consent, you have the right to withdraw your consent at any time. You may also have the right to object to the processing of your Personal Data on grounds relating to your particular situation.

d. Process for exercising data protection rights. In order to exercise your data protection rights, you may contact Stripe as described in the Contact Us section below. We take each request seriously. We will comply with your request to the extent required by applicable law. We will not be able to respond to a request if we no longer hold your Personal Data. If you feel that you have not received a satisfactory response from us, you may consult with the data protection authority in your country.

For your protection, we may need to verify your identity before responding to your request, such as verifying that the email address from which you send the request matches your email address that we have on file. If we no longer need to process Personal Data about you in order to provide our Services or our Sites, we will not maintain, acquire or process additional information in order to identify you for the purpose of responding to your request.

If you are a Customer of a Stripe User, please direct your requests directly to the User. For example, if you are making, or have made, a purchase from a merchant using Stripe as a payment processor, and you have a request that is related to the payment information that you provided as part of the purchase transaction, then you should address your request directly to the merchant.

6. Security and Retention.

We make reasonable efforts to ensure a level of security appropriate to the risk associated with the processing of Personal Data. We maintain organizational, technical and administrative measures designed to protect Personal Data within our organization against unauthorized access, destruction, loss, alteration or misuse. Your Personal Data is only accessible to a limited number of personnel who need access to the information to perform their duties. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of your account has been compromised), please contact us immediately.

If you are a Stripe User, we retain your Personal Data as long as we are providing the Services to you. We retain Personal Data after we cease providing Services to you, even if you close your Stripe account, to the extent necessary to comply with our legal and regulatory obligations, and for the purpose of fraud monitoring, detection and prevention. We also retain Personal Data to comply with our tax, accounting, and financial reporting obligations, where we are required to retain the data by our contractual commitments to our financial partners, and where data retention is mandated by the payment methods that we support. Where we retain data, we do so in accordance with any limitation periods and records retention obligations that are imposed by applicable law.

7. International Data Transfers.

We are a global business. Personal Data may be stored and processed in any country where we have operations or where we engage service providers. We may transfer Personal Data that we maintain about you to recipients in countries other than the country in which the Personal Data was originally collected, including to the United States. Those countries may have data protection rules that are different from those of your country. However, we will take measures to ensure that any such transfers comply with applicable data protection laws and that your Personal Data remains protected to the standards described in this Privacy Policy. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your Personal Data.

If you are located in the European Economic Area (“EEA”), the UK or Switzerland, we comply with applicable laws to provide an adequate level of data protection for the transfer of your Personal Data to the US. Stripe Inc. is certified under the EU-U.S. and the Swiss-U.S. Privacy Shield Framework and adheres to the Privacy Shield Principles in connection with personal data transfers from the EEA, the UK and Switzerland. For more, see Stripe’s Privacy Shield Policy. In addition, we have implemented intra-group data transfer agreements which you may view upon request.

Where applicable law requires us to ensure that an international data transfer is governed by a data transfer mechanism, we use one or more of the following mechanisms: EU Standard Contractual Clauses with a data recipient outside the EEA or the UK, verification that the recipient has implemented Binding Corporate Rules, or verification that the recipient adheres to the EU-US and Swiss-US Privacy Shield Framework.

8. Use by Minors.

The Services are not directed to individuals under the age of thirteen (13), and we request that they not provide Personal Data through the Services.

9. Updates To this Privacy Policy and Notifications.

We may change this Privacy Policy from time to time to reflect new services, changes in our Personal Data practices or relevant laws. The “Last updated” legend at the top of this Privacy Policy indicates when this Privacy Policy was last revised. Any changes are effective when we post the revised Privacy Policy on the Services. We may provide you with disclosures and alerts regarding the Privacy Policy or Personal Data collected by posting them on our website and, if you are a User, by contacting you through your Stripe Dashboard, email address and/or the physical address listed in your Stripe account.

10. Links To Other Websites.

The Services may provide the ability to connect to other websites. These websites may operate independently from us and may have their own privacy notices or policies, which we strongly suggest you review. If any linked website is not owned or controlled by us, we are not responsible for its content, any use of the website or the privacy practices of the operator of the website.

11. Jurisdiction-specific Provisions.

Australian residents. The Stripe entity that provides Services in Australia is Stripe Payments Australia Pty. Ltd. If you are an Australian resident, and you are dissatisfied with our handling of any complaint you raise under this Privacy Policy, you may wish to contact the Office of the Australian Information Commissioner.

Residents of the European Economic Area (EEA), the UK and Switzerland. The entity responsible for the collection and processing of Personal Data for residents of the EEA, the UK and Switzerland is Stripe Payments Europe, Ltd., a company incorporated in Ireland and with offices at 1 Grand Canal Street Lower, Grand Canal Dock, Dublin. To exercise your rights, the Data Protection Officer may be contacted via dpo@stripe.com.

If you are a resident of the EEA and believe we process your information in scope of the General Data Protection Regulation (GDPR), you may direct your questions or complaints to the Office of the Data Protection Commissioner. If you are a resident of the UK and the UK is no longer a Member State of the EU, you may direct your questions or concerns to the UK Information Commissioner’s Office.

Mexican residents. Mexican residents may exercise data protection rights to access, correction, deletion, opposition or revocation under applicable law. You may be provided with further information about the steps to exercise your privacy rights, including identity verification, timing, the way to get in touch with the organization responding to your request for further communications about your request, and how your request may be honored. If you are a Mexican resident and a Customer of a Stripe User, please direct your requests directly to the Stripe User with whom you shared your personal information.

United States - California residents. This section provides additional details about the personal information we collect about California consumers as well as the rights of California consumers under the California Consumer Privacy Act (CCPA).

a. How We Collect, Use, and Disclose your Personal Information. The Personal Data We Collect section describes the personal information we may have collected over the last 12 months, including the categories of sources of that information. We collect this information for the purposes described in the How We Use Personal Data section. We share this information as described in the How We Disclose Personal Data section. Stripe uses cookies, including advertising cookies, as described in our Cookies Policy.

b. Your CCPA Rights and Choices. As a California consumer and subject to certain limitations under the CCPA, you have choices regarding our use and disclosure of your personal information:

Exercising the right to know. You may request, up to twice in a 12-month period, the following information about the personal information we have collected about you during the past 12 months:

the categories and specific pieces of personal information we have collected about you;
the categories of sources from which we collected the personal information;
the business or commercial purpose for which we collected the personal information;
the categories of third parties with whom we shared the personal information; and
the categories of personal information about you that we disclosed for a business purpose, and the categories of third parties to whom we disclosed that information for a business purpose.

Exercising the right to delete. You may request that we delete the personal information we have collected from you, subject to certain limitations under applicable law.
Exercising the right to opt-out from a sale. You may request to opt out of any “sale” of your personal information that may take place.
Non-discrimination. The CCPA provides that you may not be discriminated against for exercising these rights.

To submit a request to exercise any of the rights described above, you may contact Stripe at privacy@stripe.com. We may need to verify your identity before responding to your request, such as verifying that the email address from which you send the request matches your email address that we have on file. Authentication based on a government-issued and valid identification document may be required. If you are a Customer of a Stripe User, please direct your requests directly to the Stripe User with whom you shared your personal information.

12. Contact Us

If You have any questions or complaints about this Privacy Policy, please contact us electronically or send physical mail to:

Stripe
510 Townsend Street
San Francisco, CA 94103, USA
Attention: Stripe Legal

SELLER TERMS & CONDITIONS

INTRODUCTION

These terms and conditions (the “Conditions”) apply between you (the “Seller”) and We Love Colouring Books Ltd(“we”, “us”), in connection with the provision of the Service to you by us.
It is important that you read and understand these terms and conditions before agreeing to them.
We Love Colouring Books shall be entitled to amend the Conditions, the Charges or all or any of them from time to time by posting such amended versions of them on the We Love Colouring Books Website. The Seller acknowledges that it is its responsibility to check the We Love Colouring Books Website on a regular basis to make and keep itself aware and notified of any changes made by We Love Colouring Books to the Conditions, the Charges or all or any of them. Where reasonably practicable, WE LOVE COLOURING BOOKS shall provide not less than thirty (30) days’ written notice to the Seller of any material amendment to the Conditions or the Charges. Notwithstanding the foregoing, WE LOVE COLOURING BOOKS reserves the right to make amendments to the Conditions and/or the Charges from time to time without notice, or providing less than ninety days’ notice, to the Seller, where WE LOVE COLOURING BOOKS reasonably considers:

such changes not to be material; or
that it is otherwise not reasonably practicable to provide thirty (30) days’ written notice.

DEFINITIONS AND INTERPRETATION

In these Conditions, the following words shall have the following meanings only and shall not affect the interpretation or construction of the Conditions:

"Application Form" means the form accessible on the WE LOVE COLOURING BOOKS Website to a prospective Seller which must be completed and agreed by the prospective Seller as a part of the application process;

“Cancellable Product” means any Product other than a Non-Cancellable Product;

"Charges" means the charges detailed in clause 15 of these Conditions and notified to you by WE LOVE COLOURING BOOKS in writing;

"CMS" means the content management system provided by WE LOVE COLOURING BOOKS to each Seller for management of its Storefront and associated transactions;

"Conditions" means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions;

“Confidential Information” means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party;

"Currency Conversion Fee" means the currency conversion fee referred to in clause 15 (charges);

"Customer" means a person(s), firm or company who enters into or is invited to enter into any transaction to purchases Product(s) from the Seller through the Site;

"Customer Feedback" means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by the Seller in respect of a particular transaction with that Customer (including in respect of any communications with the Seller), which may include any opinions about the Seller;

"Customer Terms" means the terms and conditions relating to a Customer set out here;

"Data Protection Legislation" means

the Data Protection Act 1998 unless and until it is superseded and replaced by the General Data Protection Regulation ((EU) 2016/679) (the "GDPR") and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then
any successor legislation to the GDPR;

"Documentation" means any user guide, information or other material provided by WE LOVE COLOURING BOOKS to prospective or existing Sellers, in hard copy or electronic form, relating to the Service;

"Exclusive" means the sale of a Product on the WE LOVE COLOURING BOOKS Website only, and not through any other online or offline channel, including the Seller’s own website (if applicable).

"Gift Voucher Funds" means an amount paid by the Customer to WE LOVE COLOURING BOOKS as principle as payment for a gift voucher made available by WE LOVE COLOURING BOOKS through the WE LOVE COLOURING BOOKS Website;

"IPR" means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;

"Joining Fee" has the meaning ascribed to it in clause 15 (Charges);

"Non-Cancellable Product” has the meaning ascribed to it in paragraph A.vi of Clause 8 (Returns & Refunds)

"WE LOVE COLOURING BOOKS " means We Love Colouring Books Ltd (a company incorporated and registered in England and Wales with company number 06380394 whose registered office is at: WE LOVE COLOURING BOOKS Units 13 & 14 Morgan Business Park, Mylord Crescent, Camperdown, Newcastle Upon Tyne, NE12 5UJ.;

"WE LOVE COLOURING BOOKS Website" means http://www.ukpenshows.com or such other worldwide web address that WE LOVE COLOURING BOOKS in its sole discretion selects as a replacement;

"We Love Colouring Books " means the trading name of the WE LOVE COLOURING BOOKS Website;

“Personal Data” has the meaning given to it in the Data Protection Legislation;

“Personal Data Breach” means a breach of security (caused or contributed to by internal and/or external factors) leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data;

"Policies" means any policy (including any guides relating to content and style) which may be notified and made available to the Seller by WE LOVE COLOURING BOOKS through the CMS from time to time;

"Products" means the goods, services or information that Sellers wish to promote and sell through the Site;

“Product Page” means the particular web page on the Seller’s Storefront on which an individual Product is displayed and the relevant information relating to that Product is provided;

“Product Submission Process” means the process for bringing and maintaining any Product on Site, as updated from time to time;

“Re-activation Fee” has the meaning ascribed to it in Clause 15.B of these Conditions;

"Refund Fee" has the meaning ascribed to it in Clause 15.F of these Conditions;

"Renewal Date" means twelve months from the commencement of these Conditions in accordance with Clause 3, or such other period as may be advised by WE LOVE COLOURING BOOKS in writing, and each anniversary thereafter;

“Response” means a response by the Seller to any Customer Feedback;

"Returns & Refunds Procedures" means the procedures set out in Clause 8 (Returns and Refunds) of these Conditions or as may be updated by WE LOVE COLOURING BOOKS from time to time and displayed within the Customer Terms;

"Seller" means a person whose application to the Site has been accepted by WE LOVE COLOURING BOOKS , and who sells its Products through the Site;

"Seller Information" means information, data or content provided by the Seller in any form or medium, whether or not such information is owned by the Seller, contained in the Application Form, uploaded to the Seller’s Storefront or given by the Seller to WE LOVE COLOURING BOOKS for whatever purpose, whether directly or on the Seller’s behalf;

"Service" means the Site and other services provided by WE LOVE COLOURING BOOKS , as further described in these Conditions;

"Single Commission Fee" has the meaning ascribed to it in Clause 15.D of these Conditions;

"Site" means the online marketplace provided by WE LOVE COLOURING BOOKS through the WE LOVE COLOURING BOOKS Website to facilitate the promotion and sale of Sellers' Products;

"Software" means any software installed by or on behalf of WE LOVE COLOURING BOOKS that permits Sellers to access and trade through the Site;

"Storefront" means an area of the Site dedicated for use by the Seller to promote itself and its Products;

"Subscription Fee" has the meaning ascribed to it in clause 15 (Charges);

"Term" means a period of twelve months, unless another period is agreed in writing by WE LOVE COLOURING BOOKS , from either (a) the date when the contract is concluded between WE LOVE COLOURING BOOKS and the Seller in accordance with Clause 3.A or (b) a subsequent Renewal Date;

“Upgrade Fee” has the meaning ascribed to it in clause 15 (Charges);

"Value Added Tax" means value added, sales or services tax, or any similar tax imposed in any jurisdiction;

"Virus" means any computer virus, macro virus, trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network, or to intercept or access without authority or expropriate any system, information or data;

“Working Day” means any day other than a Saturday or Sunday on which banks are open for business in London.

The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of these Conditions.

Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender.

References to a person include an individual, company, corporation, firm or partnership.

References to any statute or statutory provision shall include:

any subordinate legislation made under it;

any provision which it has modified or re-enacted (whether with or without modification); and
any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

All references in these Conditions to clauses are to the clauses in these Conditions unless otherwise stated.

References to the words "include", "includes", "including", "in particular" or any similar words do not limit the words proceeding or following.

TERM AND TERMINATION

. The term of these Conditions (the “Term”) shall commence after:

WE LOVE COLOURING BOOKS has received an Application Form from the prospective Seller completed to the satisfaction of WE LOVE COLOURING BOOKS ; and
WE LOVE COLOURING BOOKS has notified the prospective Seller in writing of its acceptance of the Seller’s Application Form. It shall be entirely at the discretion of WE LOVE COLOURING BOOKS whether or not to accept a Seller’s Application Form;

and the Joining Fee (if payable in accordance with Clause 15.C.) has been paid by the Seller.

Without prejudice to either party's right to terminate the Conditions under the remainder of this clause 3, these Conditions shall continue in force unless and until either party notifies the other in writing at least 30 days prior to the expiry of the current Term.
WE LOVE COLOURING BOOKS may immediately suspend provision of the Service or terminate the Conditions without liability to WE LOVE COLOURING BOOKS by notifying the Seller in writing if:

the Seller commits a material breach of the Conditions (including a material breach of any of the Policies) and, if capable of remedy, fails to remedy the breach within fourteen (14) days of a written notice to do so;
the Seller fails to pay any Charges payable to WE LOVE COLOURING BOOKS within seven working days of its due date for payment under these Conditions;

the Seller is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Seller; or

in WE LOVE COLOURING BOOKS 's sole discretion, a Seller's eligibility or suitability to be listed on the Site, or otherwise receive the Service, changes.

Notwithstanding any such termination or suspension in accordance with the foregoing clause:

the Seller shall pay WE LOVE COLOURING BOOKS all Charges due up to and including the date of suspension or termination; and
termination of this agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force, or the continuance in force, of any provision hereof which is expressly or by implication intended to come into or continue in force after such termination.

THE SERVICE PROVIDED BY US

. Following commencement of the Term, WE LOVE COLOURING BOOKS will:

provide a password so that the Seller may construct a Storefront and update the Storefront whenever such functions are made available by WE LOVE COLOURING BOOKS ;
provide the Service with reasonable skill and care; and

use reasonable endeavours to restore any faults in the Service as soon as reasonably practicable. The Seller acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside WE LOVE COLOURING BOOKS 's control, and that it is technically impossible to provide the Service entirely free of fault at all times.

WE LOVE COLOURING BOOKS reserves the right to revise or alter the Service at any time. Any variation in the Service will be subject to the Conditions.
The Site provides a platform to allow Sellers to offer and sell their Products directly to Customers. In doing so, the Seller authorises and appoints WE LOVE COLOURING BOOKS as its commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between the Seller and Customers via the WE LOVE COLOURING BOOKS Services and WE LOVE COLOURING BOOKS accepts this appointment on the terms of these Conditions. As part of this process:

any contract to sell and buy Products is made only between the Seller and Customer concerned and WE LOVE COLOURING BOOKS is not a party to any such contract;
WE LOVE COLOURING BOOKS facilitates the negotiation of the sale of Products between Customers and Sellers through the use of the CMS and e-mail communication services operated and managed by WE LOVE COLOURING BOOKS , together with the WE LOVE COLOURING BOOKS Services that contribute to increasing the Seller’s goodwill, promote the Seller’s Products and generally encourage Customers to place orders with Sellers.

Products offered for sale through the WE LOVE COLOURING BOOKS Website are neither owned nor come into the possession of WE LOVE COLOURING BOOKS at any time.

The Seller hereby acknowledges that WE LOVE COLOURING BOOKS has sole and complete discretion whether to invite or select prospective Sellers to subscribe to use of the Service.
The Site provides a system of Customer Feedback, which may be obtained and/or facilitated by a third party service provider selected by WE LOVE COLOURING BOOKS (the “Third Party”). By using the Site and Service the Seller agrees that:

WE LOVE COLOURING BOOKS and/or the Third Party may, in its discretion, post on the Seller’s relevant Product Page and on the Third Party website any and all Customer Feedback relating to the transaction in question for a period of up to two (2) years after WE LOVE COLOURING BOOKS and/or the Third Party receives such Customer Feedback;
Following the provision of any Customer Feedback, WE LOVE COLOURING BOOKS shall make such Customer Feedback available to the Seller via the CMS. The Seller may submit a Response to any negative Customer Feedback via the facility provided by WE LOVE COLOURING BOOKS on the CMS, and WE LOVE COLOURING BOOKS and any Third Party will display any such Response with reasonable prominence and proximity to the corresponding Customer Feedback. The Seller agrees that it shall not contact any Customer directly, whether via the CMS through an order or product enquiry or otherwise in response to any Customer Feedback.

The Seller will ensure that any Response is true and accurate and not misleading in any way, and does not contain any material that may be construed as offensive, defamatory or unlawful.

WE LOVE COLOURING BOOKS may, in its sole discretion and in accordance with the applicable terms and conditions of any Third Party elect to amend, or not to post, any Response that WE LOVE COLOURING BOOKS and/or the Third Party consider, in their sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.

WE LOVE COLOURING BOOKS may from time to time introduce a Seller to third parties with whom special terms have been arranged unique to Sellers. Any contract entered into between Sellers and any such third party is concluded directly between the Seller and the third party concerned and, except as expressly set out in these Seller Terms, WE LOVE COLOURING BOOKS cannot be involved in the fulfilment or liability for any such contracts.

YOUR OBLIGATIONS – WHAT YOU PROMISE

. TECHNICAL

The Seller warrants that:

it is incorporated and/or established (whether as a company, partnership, unincorporated association, or sole trader) in the United Kingdom or the Republic of Ireland; and
it has a trading (operating) address in the United Kingdom or the Republic of Ireland.

The Seller hereby undertakes to:

establish and maintain access to the World Wide Web at their own cost, through use of a computer and modem or other access device;
ensure that at all times all computer hardware and software it uses to access and interoperate with the Site is equipped and functions with up-to-date software (including up-to-date internet browser software) and up-to-date protection against Viruses; and
to ensure that information supplied electronically to WE LOVE COLOURING BOOKS and to the WE LOVE COLOURING BOOKS Website is submitted free from Viruses;

WE LOVE COLOURING BOOKS has no responsibility for the provision, support and maintenance of any of the Seller's hardware or software used to provide the Seller with access to the internet or the WE LOVE COLOURING BOOKS Website, or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Seller.

SECURITY

. The Seller:

is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Storefront (which responsibility shall include the obligation to change passwords on a regular basis);
shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
shall inform WE LOVE COLOURING BOOKS immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;
shall inform WE LOVE COLOURING BOOKS immediately if the Seller forgets or loses a password and must satisfy such security checks as WE LOVE COLOURING BOOKS may operate in order to obtain a new password; and
shall ensure that the CMS and its content remains entirely confidential, and that no other person beside those in the Seller's employment has sight of the CMS or any of its content.

WE LOVE COLOURING BOOKS reserves the right:

. to suspend access to the Service if at any time WE LOVE COLOURING BOOKS considers that there is or is likely to be a breach of security, in which event WE LOVE COLOURING BOOKS will notify the Seller of the suspension and any steps to be taken by it as soon as reasonably practicable; and

to require the Seller to change any or all of the passwords used by the Seller in connection with the provision of the Service and access to the Storefront, in which event WE LOVE COLOURING BOOKS will notify the Seller of the requirement to change passwords and any further steps to be taken by the Seller as soon as reasonably practicable.

YOUR STOREFRONT

. WE LOVE COLOURING BOOKS has absolute discretion as to:

. the look, feel and content of the WE LOVE COLOURING BOOKS Website (including all Storefronts);

the inclusion, positioning, content, location and all other presentation of Seller Information (including in WE LOVE COLOURING BOOKS ' sole discretion the right to remove any Seller Information from the WE LOVE COLOURING BOOKS Website at any time during the Term); and
the Product set live on the WE LOVE COLOURING BOOKS Website (including in WE LOVE COLOURING BOOKS ’ sole discretion the right to remove any Product from the WE LOVE COLOURING BOOKS Website pursuant to one or more of the Policies or otherwise, or not allow a Product to be set live for sale on the WE LOVE COLOURING BOOKS Website).

The Seller shall at all times comply with all Policies and the Product Submission Process as updated from time to time.
Quality of Presentation

. The Seller shall:

ensure that its Storefront maintains a high standard of presentation and at all times accords with any applicable guidelines notified to it from time to time by WE LOVE COLOURING BOOKS , including in relation to the form and content of copy and product imagery;
comply with reasonable instructions from WE LOVE COLOURING BOOKS concerning its Storefront.

Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Product Page(s) in the first instance. WE LOVE COLOURING BOOKS reserves the right, in its sole discretion, to de-activate the Seller’s Storefront until standards have been improved.

Seller and Product Information

. The Seller shall ensure that all Seller Information provided about itself and the Products on its Storefront is and remains true, accurate, current and complete;

Without prejudice to the Seller's obligation to comply with any Policies, the Seller undertakes and agrees that none of its Seller Information nor any of the Seller's activities or use of the WE LOVE COLOURING BOOKS Website (including its use of its Storefront), will:

. be false, inaccurate or misleading;

be offensive, indecent, obscene, pornographic, menacing, abusive or defamatory;
be in breach of any applicable law or regulation;

adversely affect the reputation of WE LOVE COLOURING BOOKS or the WE LOVE COLOURING BOOKS brand;

create, or be likely to create, liability for WE LOVE COLOURING BOOKS or cause WE LOVE COLOURING BOOKS to lose (in whole or in part) the services of its internet service or other suppliers;
contain any Virus; and
cause the Site or the CMS or their functionality to be interrupted, damaged or impaired in any way.

The Seller shall:

. where applicable, state clearly on the relevant Product page that a Product is a personalised or specially-made Product, and/or that such Product requires a Customer approval of proof prior to its production by the Seller, and shall display the relevant corresponding delivery times;

if a Product is a Non-Cancellable Product, state clearly on the relevant Product page that such product cannot be cancelled by the Customer; and
display the Seller's expected delivery times and postage and packing costs on the appropriate areas of the Seller's Storefront.

The Seller shall not include within its Storefront, on the CMS, any other place on the WE LOVE COLOURING BOOKS Website or in any other means of communication with the Customer:

. any direct or indirect link to other websites including the Seller's own website;

its email address; or
any other means by which a Customer could communicate directly with the Seller, other than through the CMS.

Sellers may amend and update information about their Products displayed on the Site and are responsible for designing, creating, managing and amending any bespoke graphics or product images in accordance with the applicable Policies.

Stock Information

. The Seller shall accurately display stock availability for all Products and shall update such stock availability regularly using the 'out of stock' and 'is available' options on the CMS.

Where new stock for ‘out of stock’ Products is due to be available to the customer within four weeks, it must state on its Storefront the date on which it expects that stock to become available.
Once the final piece of stock of any Product has been sold and will no longer be available, the Seller must mark that item as discontinued on its Storefront.
The Seller shall remove Products from its Storefront that are awaiting stock for prolonged periods (four weeks or more) until they become available again.
If a Customer places an order for an item which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, then the Seller may be charged the Single Commission Fee on that order by WE LOVE COLOURING BOOKS .

Pricing

. The Seller's prices must be fully inclusive of all taxes and additional charges. The only exception to this is postage and packing which, if such charges apply in accordance with the WE LOVE COLOURING BOOKS ‘Delivery and Fulfilment Policy’, the Seller will show separately.

If the Seller is VAT registered, the Seller should set the VAT rate at the level which is currently in force in the UK with respect to the Seller's Products.
The Seller is solely responsible for ensuring that it fully complies with current VAT regulations and accounting for VAT correctly.
The Seller has complete discretion over how it wishes to price its Products.

Product listing and categorisation

. The Seller shall upload its Product range and work cooperatively with the WE LOVE COLOURING BOOKS production team so that WE LOVE COLOURING BOOKS is able to set the Seller’s Storefront live on the WE LOVE COLOURING BOOKS Website within three (3) months of the Seller paying the Joining Fee.

If the Seller fails to comply with Clause 5.C.vi.a., WE LOVE COLOURING BOOKS may suspend the Seller’s membership and charge the Seller a Re-activation Fee as detailed in Clause 15.B of these Conditions, or such other amount as may be notified to the Seller from time to time. WE LOVE COLOURING BOOKS shall retain sole discretion as to whether to accept a Seller’s request for re-activation.
The Service allows Sellers to offer their Products on the WE LOVE COLOURING BOOKS Website as part of an 'always on' detailed electronic online catalogue containing categories and sub-categories, so that Sellers may display each Product in the single most appropriate category, and with Product information, pictures and promotions uploaded by them.
The Seller may apply for a Product to be featured in one or more online catalogue categories, and WE LOVE COLOURING BOOKS shall retain absolute discretion as to which category is the most appropriate for a given Product.
Subject to paragraph f. of this clause, a Product shall be featured in no more than one category.
WE LOVE COLOURING BOOKS may, in its absolute discretion and where relevant and appropriate, select a Product for inclusion in a second category.
The Seller shall ensure that a single Product may appear only once on the Storefront. Variations of a Product such as colour or size do not constitute separate Products and should not be listed as such.
The Seller shall ensure that each of the Seller's Product listings contains all the information required by a Customer to make a purchase, and that such information is wholly accurate. 'Dummy' box filling to circumnavigate required fields is not permitted.
The Seller shall not make use of keyword spamming (the use or placement of inappropriate keywords in a title or description to gain attention or divert users to another page) or similar techniques in Product listings.
Subject to paragraph j. of this clause, if a Seller wishes to promote the same Product(s) on the WE LOVE COLOURING BOOKS Website as another Seller, it shall be solely the responsibility of the relevant Sellers to resolve between themselves any conflict, whether with regard to IPR or otherwise, that arises in this respect. WE LOVE COLOURING BOOKS shall have no liability for any such scenario or any issues arising from it.

COMPLIANCE WITH LAWS

. The Seller shall comply at all times with all applicable laws and regulations including:

. UK and EU anti-trust and competition laws;

all product safety and product marking laws and regulations, and Trading Standards requirements in respect of the manufacture, packaging, marking, certification (including, without limitation, CE marking) and delivery of the Products it sells;
the Modern Slavery Act 2015; and
the Bribery Act 2010 (“Bribery Act”).

In relation to the Seller’s obligations under the UK and EU anti-trust and competition laws, the Seller shall not exchange (or attempt to exchange) any commercially sensitive information, including information on any current or future commercial strategies, costs and/or pricing, with any other Seller.
In relation to the Bribery Act, the Seller shall:

. not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Bribery Act if such activity, practice or conduct had been carried out in the UK;

maintain in place throughout the Term (and enforce where appropriate) its own policies and procedures to ensure compliance with the Bribery Act;
promptly report to WE LOVE COLOURING BOOKS any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these Conditions; and
ensure that it imposes written terms on any sub-contractor connected with the matters arising under these Conditions which are at least equivalent to those imposed on the Seller in this clause.

Where required by applicable laws and regulations, appropriate instructions shall be included with the Product to ensure the safe use of the Products.

Products promoted on the WE LOVE COLOURING BOOKS Website that are perishable or edible, and cosmetics designed for topical application to the skin, may not be delivered to any address outside of the UK.
The Seller shall inform WE LOVE COLOURING BOOKS as soon as reasonably practicable upon becoming aware of any claim against WE LOVE COLOURING BOOKS or the Seller arising out of or in connection with any defect in its Products, or any failure by the Seller to ensure that the Products are appropriately marked or certified in accordance with applicable laws or regulations.
The Seller shall indemnify and hold harmless WE LOVE COLOURING BOOKS against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim envisaged under this Clause 5.D. or paid or agreed to be paid by WE LOVE COLOURING BOOKS in settlement of the claim and all legal or other expenses incurred by WE LOVE COLOURING BOOKS in or about the defence or settlement of the claim. WE LOVE COLOURING BOOKS shall notify the Seller in writing as soon as practicable after becoming aware of the claim.

The Seller shall maintain at all times, at its own expense and with reputable insurers appropriate insurance in relation to its business. The Seller shall, upon written request from WE LOVE COLOURING BOOKS , provide WE LOVE COLOURING BOOKS with any information it reasonably requires concerning the scope of such insurance together with any relevant certificates of currency.
The Seller shall comply with WE LOVE COLOURING BOOKS ' reasonable instructions relating to any product recall and in any event WE LOVE COLOURING BOOKS reserves the right to take immediate and exclusive conduct of the product recall on notice to the Seller, in which case the Seller shall give such assistance as WE LOVE COLOURING BOOKS may reasonably require.

The Seller shall maintain appropriate, up to date and accurate records to enable the immediate recall of any Products.

SUSPENSION OF SERVICE

WE LOVE COLOURING BOOKS may immediately suspend or terminate the Seller's subscription and use of the Service in the event WE LOVE COLOURING BOOKS reasonably believes or suspects that any Seller Information does not comply with the provisions of this clause.

WHERE YOU MAKE YOUR PRODUCTS AVAILABLE

. The Seller may sell Products through any channel except those specified pursuant to the Product Submission Process.

Any breach of this Clause 6 shall be deemed to be a material breach and WE LOVE COLOURING BOOKS reserves the right to suspend the relevant Product from the Site for such period as the breach continues.
If the Seller chooses to mark a Product as “Exclusive” through the Site, that Product shall, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an Exclusive basis, as defined in clause 2 of these Conditions.

ORDERS AND YOUR RELATIONSHIP WITH THE CUSTOMER

. THE CONTRACT OF SALE

. The Seller acknowledges and agrees that following acceptance of an order through the CMS, such an acceptance is also deemed to be an irrevocable instruction by the Seller to WE LOVE COLOURING BOOKS to conclude a contract of sale between the Seller and the Customer. The contract of sale between the Seller and the Customer is concluded when WE LOVE COLOURING BOOKS (acting as the commercial agent of the Seller) sends an order confirmation email to the Customer, and WE LOVE COLOURING BOOKS has no responsibility for the performance of any such contract.

The Seller acknowledges and agrees that the terms and conditions relating to any such contract shall comprise the Customer Terms, the email confirmation relating to the Customer's order and the applicable details on the relevant Product page. The Seller agrees to be bound by all such provisions.

PROCESSING CUSTOMER ORDERS

. WE LOVE COLOURING BOOKS shall notify the Seller by email of any order awaiting acceptance by the Seller. The Seller acknowledges that WE LOVE COLOURING BOOKS does not warrant the reliability of email communications and the Seller must check the CMS daily for alerts of new orders.

Following receipt of such notification the Seller shall, within a maximum of two (2) Working Days, and as a matter of best practice within twenty four (24) hours, confirm its acceptance or rejection of each and every order, using the CMS, and provide an estimated dispatch date. The Seller shall use its best endeavours to accept every order.
Following acceptance of an order through the CMS, the Seller shall:
fulfil the Customer order as soon as reasonably practicable;
confirm to the Customer the time and method of dispatch;
dispatch the Customer order to ensure that it reaches the Customer within the timelines advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;
notify the Customer promptly through the CMS at each of the following stages:

receipt of order notification, with an estimated dispatch date;
dispatch of an order with an expected delivery date;

any enquiries relating to the order;
receipt of an item that has been returned to the Seller; and
processing of an exchange or refund.

The Seller shall include with all orders the appropriate WE LOVE COLOURING BOOKS co-branded dispatch letter, and such additional documentation or material as may be required and/or provided by WE LOVE COLOURING BOOKS .

COMMUNICATION WITH CUSTOMERS

. The Seller shall ensure that any and all correspondence with any Customer shall:

. be solely for the purposes of processing and/or progressing a Customer order;

be via the CMS or, if that is not possible, then at all times include a reference to We Love Colouring Books ;
not include any reference to the Seller's own website, email address, other correspondence address or any other promotion of services outside those offered through or by WE LOVE COLOURING BOOKS .

The obligations under Clause 7.C.i shall include any material included with the dispatch of a Customer’s order. WE LOVE COLOURING BOOKS shall make relevant materials available to purchase on the CMS to help the Seller to fulfil this obligation.
Any breach of these Clauses 7.C.i or 7.c.ii shall constitute a material breach of these Conditions and, further, may constitute a breach of Data Protection Legislation.

The Seller shall respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Working Day, and shall advise WE LOVE COLOURING BOOKS of any escalated unresolved Customer enquiries as soon as reasonably practicable.

RETURNS AND REFUNDS

. Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided by the Seller to a Customer shall be dealt with directly between the Seller and the relevant Customer through the CMS.

Following receipt of a request for a refund or return by a Customer (directly or via the Cancellation Form), the Seller shall initiate the refund directly in accordance with the Returns & Refunds Procedures, as displayed on the WE LOVE COLOURING BOOKS Website from time to time, using the Seller's designated CMS.
Subject to the provisions of the Returns & Refunds Procedures, WE LOVE COLOURING BOOKS shall approve such refund.

The Single Commission Fee paid in respect of the refunded Products will be returned to the Seller minus the Refund Fee, which is not refundable under any circumstances.

For legal reasons, the Seller must only process refunds through the CMS and WE LOVE COLOURING BOOKS ' current online payment provider in accordance with the instructions as laid out in the Seller's designated CMS. The Seller shall not issue refunds by cheque or other means.
The Seller shall ensure that returns and refunds to the Customer shall be processed in accordance with the following terms and conditions:

. by law, the Customer may not cancel, return or obtain a refund in relation to the following Products (each a " Non-cancellable Product "), unless such Product is faulty:

. personalised items that are specifically made to a Customer's specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components. WE LOVE COLOURING BOOKS shall determine in its sole discretion as to whether a Product is or is not a personalised item. For the avoidance of doubt, items with hygiene seals are a Cancellable Product unless they are personalised items;

perishable items, including food and flowers;
audio or video recordings or computer software which a Customer has unsealed;

newspapers, periodicals or magazines; and

items that by their nature cannot be returned, such as where it is physically impossible to return items or where items cannot be restored to the same physical state as they were supplied (e.g. nylon tights),
subject to paragraphs c., d. and e. of this clause 8, the Seller shall provide Customers with a 28 day period from the receipt of a Cancellable Product in which Customers can cancel their order and return the Product to the Seller and obtain a full refund, including delivery charges;
for the purposes of a monthly gifting Product, a Cancellable Product shall be the first of the series of Products sent to the recipient by the Seller;
if the Customer requests a refund for a Cancellable Product then such refund shall be processed by the Seller (or WE LOVE COLOURING BOOKS , in line with paragraph 8.A.j below) as soon as possible and in any case no later than:

. 14 days after the day the returned product is received by the Seller; or

if earlier, 14 days after the date the Customer provides evidence that they have returned the product to the Seller;

if a Customer rejects a Product because it is faulty, the Seller shall follow the relevant provisions of the ‘Returns and Refunds’ policy held on the CMS, as updated from time to time;
the Seller shall provide, in its Storefront, an address in the United Kingdom to which a Customer may return a Cancellable Product;
a Refund Fee will be charged to the Seller by WE LOVE COLOURING BOOKS for any item returned and refunded in accordance with the ‘Returns and Refunds’ policy held on the CMS. The Refund Fee is not refundable;
WE LOVE COLOURING BOOKS may process a refund for a Product as the Seller’s payment agent to a Customer where:

. the Seller asks WE LOVE COLOURING BOOKS to process such refund to a Customer from funds of the Seller held by WE LOVE COLOURING BOOKS , or upon payment of such refund amounts to WE LOVE COLOURING BOOKS by the Seller (including the applicable Refund Fee); or

in WE LOVE COLOURING BOOKS ’ opinion, a Seller has not acted in accordance with the Returns & Refunds Procedures or the Conditions, in which case WE LOVE COLOURING BOOKS shall be reimbursed from funds of the Seller held by WE LOVE COLOURING BOOKS or the Seller shall be obliged to reimburse WE LOVE COLOURING BOOKS for such refund (including the applicable Refund Fee).

DELIVERY AND FULFILMENT

The Seller shall at all times comply with the WE LOVE COLOURING BOOKS ‘Delivery and Fulfilment Policy’ held on the CMS. Delivery charges will be calculated and presented to a Customer in accordance with the WE LOVE COLOURING BOOKS ‘Delivery and Fulfilment Policy’.

YOUR USE OF THE CMS

. The Seller shall not:

. use the CMS or WE LOVE COLOURING BOOKS Website beyond the scope of use set out in these Conditions;

access the CMS unlawfully, modify or make derivative works based on the CMS nor attempt to reverse engineer or access the CMS with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the CMS. The Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that WE LOVE COLOURING BOOKS shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause.

The Seller fully acknowledges that the IPR in the CMS are vested exclusively in WE LOVE COLOURING BOOKS and nothing in the Conditions shall be deemed to vest any rights in the CMS in the Seller.

YOUR BEHAVIOUR AND CONDUCT

The Seller shall conduct itself at all times in its relations with WE LOVE COLOURING BOOKS and WE LOVE COLOURING BOOKS ' staff, Customers and other Sellers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any channel be tolerated and WE LOVE COLOURING BOOKS reserves the right to immediately suspend a Seller's Storefront and/or terminate the Conditions in the event of any breach by the Seller of this clause.

INTELLECTUAL PROPERTY RIGHTS

. WE LOVE COLOURING BOOKS ' IPR

. The Seller recognises that the IPR in the WE LOVE COLOURING BOOKS name, logo or branding are owned entirely by WE LOVE COLOURING BOOKS , and agrees that it may only use the WE LOVE COLOURING BOOKS name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of WE LOVE COLOURING BOOKS .

All IPR in the Service and in any Software and/or Documentation are and will remain the absolute property of WE LOVE COLOURING BOOKS or its licensors as appropriate.
Any IPR created by WE LOVE COLOURING BOOKS in the course of the performance of these Conditions or otherwise in the provision of the Service shall remain the property of WE LOVE COLOURING BOOKS .

WE LOVE COLOURING BOOKS hereby grants to the Seller a non-exclusive, non-transferable revocable and limited licence for the duration of the Conditions only to use any Software or Documentation for the sole purpose of accessing and using the Service. Subject thereto, nothing in the Conditions shall be deemed to have given the Seller a licence or any other right to use any of WE LOVE COLOURING BOOKS ' IPR.

Where photographs or images of the Seller's Products are produced by WE LOVE COLOURING BOOKS or its agents, any such images may not be used by the Seller for any purpose other than for display on the WE LOVE COLOURING BOOKS Website or in printed material produced by WE LOVE COLOURING BOOKS . WE LOVE COLOURING BOOKS reserves the right to charge the Seller a licence fee in respect of any use of such photographs or images in contravention of this clause.
The Seller may not bid on the WE LOVE COLOURING BOOKS Website name, WE LOVE COLOURING BOOKS brand or brand name, or variations of them, on Google or any other search engines.

IPR IN AND RELATING TO YOUR PRODUCTS

. The Seller warrants that:

. it is the legal beneficial owner of all of the IPR in and relating to the Products (which includes the data and information, including Seller Information, relating to such Products), photographs, logos, images and copy that it provides or uploads to WE LOVE COLOURING BOOKS , and/or that it possesses a valid licence to use any and all such IPR; and

the making of Products available for sale on the Site, and consequent use of the Seller’s IPR by WE LOVE COLOURING BOOKS as referred to in Clause 12.B.ii will not infringe any IPR owned by any third party, and there is and will be no claim against WE LOVE COLOURING BOOKS by any third party arising in relation to the use of such IPR;
all items offered for sale by the Seller are not replica or design copies of any other brand, designer or manufacturer.

The Seller permits WE LOVE COLOURING BOOKS to access and use any content that appears on the Seller's Storefront or in any other promotional material in WE LOVE COLOURING BOOKS 's own editorial content or promotional activity relating to the Seller, its business and Products.
The Seller shall indemnify and hold WE LOVE COLOURING BOOKS harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of Clause 12.B.i in respect of any claim or action that the normal operation, possession or use of those IPR by WE LOVE COLOURING BOOKS infringes a third party's rights ("IPR Infringement Claim ").

In the event of an IPR Infringement Claim the Seller shall forthwith make without charge to WE LOVE COLOURING BOOKS such alterations, modifications or adjustments to the IPR as shall be necessary to make them non-infringing.

WE LOVE COLOURING BOOKS shall notify the Seller as soon as reasonably practicable if it becomes aware of any IPR Infringement Claim by a third party.
WE LOVE COLOURING BOOKS shall be entitled to take sole conduct of the defence to any claim or action in respect of any IPR Infringement Claim and may settle or compromise such claim or action at is sole discretion. The Seller shall give WE LOVE COLOURING BOOKS such assistance as it shall reasonably require in respect of the conduct of the said defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
vii. At the request of WE LOVE COLOURING BOOKS , the Seller shall take the conduct of the defence to any claim or action in respect of any IPR Infringement Claim. The Seller shall not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon the express written instructions of WE LOVE COLOURING BOOKS , such instructions not to be unreasonably withheld or delayed.

USE OF YOUR INFORMATION

. The Seller grants to WE LOVE COLOURING BOOKS a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use, license, disclose and distribute any information (including Seller Information), data, comments or images provided by the Seller to WE LOVE COLOURING BOOKS for any purpose (including disclosing information to third party service providers so that they can contact you directly about their products and/or services). The Seller hereby waives their rights to be acknowledged as the author of their Seller Information and to object to the use, in whatever form, of their Seller Information by WE LOVE COLOURING BOOKS .

SURVIVAL OF TERMINATION

This Clause 12 shall survive termination or expiry of these Conditions howsoever arising.

DATA PROTECTION

. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, WE LOVE COLOURING BOOKS is the data controller and the Seller is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The Seller shall process such Personal Data relating to a Customer as may be shared with the Seller via the CMS when such Customer purchases a Product from the Seller through the WE LOVE COLOURING BOOKS Website. The Seller shall carry out processing of Personal Data of such Customer solely to the extent, and for such period, as is necessary for the purposes of fulfilling the relevant order of the Product by the Customer.
Without prejudice to the generality of clause 13.A, WE LOVE COLOURING BOOKS will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Seller for the duration and purposes of this agreement.
Without prejudice to the generality of clause 13.A, the Seller shall, in relation to any Personal Data processed in connection with the performance by the Seller of its obligations under this agreement:

. process that Personal Data only on the written instructions of WE LOVE COLOURING BOOKS unless the Seller is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Seller to process Personal Data (Applicable Laws). Where the Seller is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Seller shall promptly notify WE LOVE COLOURING BOOKS of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Seller from so notifying WE LOVE COLOURING BOOKS ;

ensure that it has in place appropriate technical and organisational measures, reviewed and approved by WE LOVE COLOURING BOOKS , to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

. WE LOVE COLOURING BOOKS or the Seller has provided appropriate safeguards in relation to the transfer;

the data subject has enforceable rights and effective legal remedies;
the Seller complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
the Seller complies with reasonable instructions notified to it in advance by WE LOVE COLOURING BOOKS with respect to the processing of the Personal Data;

assist WE LOVE COLOURING BOOKS , at WE LOVE COLOURING BOOKS ’ cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
on becoming aware of any Personal Data Breach the Seller shall:

. notify WE LOVE COLOURING BOOKS without undue delay, and in any event such notification shall occur no later than 72 hours from the Seller establishing that a Personal Data Breach has occurred;

provide timely information relating to the Personal Data Breach as it becomes known or as is reasonably requested by WE LOVE COLOURING BOOKS ; and
follow WE LOVE COLOURING BOOKS ’ reasonable instructions to promptly take reasonable steps to contain, investigate and mitigate any Personal Data Breach;

at the written direction of WE LOVE COLOURING BOOKS , delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and allow for audits by WE LOVE COLOURING BOOKS or WE LOVE COLOURING BOOKS ’ designated auditor.

WE LOVE COLOURING BOOKS consents to the Seller appointing such third-party processors of Personal Data as are required by the Seller to fulfil its obligations under this agreement. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business, provided that such standard terms include terms which are substantially similar to those set out in this clause 13. As between WE LOVE COLOURING BOOKS and the Seller, the Seller shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13, and the Seller shall promptly provide to WE LOVE COLOURING BOOKS a list of all such sub-processors upon WE LOVE COLOURING BOOKS written request.
The Seller shall indemnify and hold harmless WE LOVE COLOURING BOOKS against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim arising out of or in connection with, or otherwise envisaged under, this Clause 13 or paid or agreed to be paid by WE LOVE COLOURING BOOKS in settlement of the claim and all legal or other expenses incurred by WE LOVE COLOURING BOOKS in or about the defence or settlement of the claim. WE LOVE COLOURING BOOKS shall notify the Seller in writing as soon as practicable after becoming aware of the claim.
This Clause 13 shall survive termination or expiry of these Conditions howsoever arising.

MARKETING AND PROMOTIONS

. From time to time WE LOVE COLOURING BOOKS may run promotions on all or part of the WE LOVE COLOURING BOOKS Any such promotions shall be separate, and in addition to, any promotions operated by Sellers in their Storefronts, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the WE LOVE COLOURING BOOKS Website. WE LOVE COLOURING BOOKS shall, where relevant and applicable to the Seller and/or its Products, inform the Seller of the nature and terms of any promotion and, at WE LOVE COLOURING BOOKS ’ sole discretion:

. WE LOVE COLOURING BOOKS shall bear the costs of any such promotion; or

where WE LOVE COLOURING BOOKS requires the Seller to bear the costs of any promotion, the Seller shall inform WE LOVE COLOURING BOOKS in writing whether or not it wishes to participate in the relevant promotion.

The Seller shall permit, comply and co-operate with all activities undertaken by WE LOVE COLOURING BOOKS to promote, sell or market the Seller’s Products, in such form and manner as WE LOVE COLOURING BOOKS in its sole discretion deems appropriate, whether directly through the Site or the WE LOVE COLOURING BOOKS Website, through any offline publications produced by WE LOVE COLOURING BOOKS , or through websites or offline publications not produced, owned or operated by WE LOVE COLOURING BOOKS .

CHARGES

. GENERAL

. The Seller shall pay any and all Charges in accordance with these Conditions.

The relevant Charges shall be as notified to the Seller and updated by WE LOVE COLOURING BOOKS from time to time in accordance with these Conditions.
Unless specified otherwise, all Charges are subject to VAT or other similar taxes or levies, all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Charges themselves.

The Seller shall make all payments to WE LOVE COLOURING BOOKS due under the Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.

If any sum due from the Seller to WE LOVE COLOURING BOOKS under these Conditions is not paid on or before the due date for payment, then all sums then owing by the Seller to WE LOVE COLOURING BOOKS shall become due and payable immediately and, without prejudice to any other right or remedy available to WE LOVE COLOURING BOOKS , WE LOVE COLOURING BOOKS shall be entitled to:

. cancel or suspend its performance of the Conditions or any order, including suspending provision of the Service, until arrangements as to payment or credit have been established which are satisfactory to WE LOVE COLOURING BOOKS ;

charge the Seller the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and
where the Seller has multiple Storefronts with WE LOVE COLOURING BOOKS , offset the sums due from the Seller to WE LOVE COLOURING BOOKS against payments due by WE LOVE COLOURING BOOKS to the Seller in relation to those other Storefronts, pursuant to clause 15.I.vi.

BREAKDOWN OF THE CHARGES

. The Charges comprise, as relevant and applicable:

. the Joining Fee;

the Upgrade Fee;
the Single Commission Fee;
the Subscription Fee;
the Refund Fee;
the Re-activation Fee; and
the Currency Conversion Fee.

JOINING FEE

. The Joining Fee (if payable in accordance with this Clause 15.C.) is a non-refundable fee.

The amount of the Joining Fee shall be as agreed between the Seller and WE LOVE COLOURING BOOKS in writing at the time of inviting the Seller to participate in the Site.

SINGLE COMMISSION FEE

. The Single Commission Fee payable by the Seller shall be as notified to the Seller by WE LOVE COLOURING BOOKS in writing at the time of inviting the Seller to participate in the Site, or as may be amended in accordance with this Clause 15.D and/or Clause 1.C of these Conditions.

A Single Commission Fee is payable by the Seller on the value of the total amount payable by a Customer in relation to a Product sold through the WE LOVE COLOURING BOOKS Website by the Seller. The Single Commission Fee is calculated as a percentage of the value of a Product, including the delivery charges applying to that Product.
If applicable, the Single Commission Fee may be reduced from time to time by payment by the Seller of an Upgrade Fee and by agreement with WE LOVE COLOURING BOOKS in writing, subject to the availability of any such reduction, as notified to the Seller via the CMS from time to time.

The Upgrade Fee payable for the purposes of any such reduction shall be the Upgrade Fee applicable at the time at which the Seller elects to reduce the Single Commission Fee, in accordance with the rates notified to the Seller via the CMS from time to time.

The Upgrade Fee is a non-refundable fee. Any applicable reduction in the Single Commission Fee payable by the Seller shall be effective following receipt by WE LOVE COLOURING BOOKS of the applicable Upgrade Fee.
WE LOVE COLOURING BOOKS will refund monies paid and received by them in respect of sold Products that are subsequently returned by the Customer and authorised for refund by the Seller using the designated CMS.

SUBSCRIPTION FEES

. WE LOVE COLOURING BOOKS reserves the right to charge the Seller a monthly or annual Subscription Fee upon providing the Seller with 30 days’ written notice.

REFUND FEES

. The Seller shall pay a Refund Fee to WE LOVE COLOURING BOOKS where the price paid for a Product sold through the WE LOVE COLOURING BOOKS Website is refunded to the Customer. The Refund Fee is not refundable under any circumstances.

The Refund Fee is 2.5% of the total amount refunded, or such other amount as may be notified to the Seller by WE LOVE COLOURING BOOKS from time to time.

RE-ACTIVATION FEES

. If the Seller:

. terminates its membership and notifies WE LOVE COLOURING BOOKS at a later date that it would like to re-activate its membership with WE LOVE COLOURING BOOKS ; or

fails to activate its Storefront within six months of the Seller paying the Joining Fee, in accordance with Clause 5.C.vi.a., the Seller’s re-activation application shall be assessed by WE LOVE COLOURING BOOKS , in accordance with WE LOVE COLOURING BOOKS ’ acceptance criteria, as applicable at the time of the Seller’s initial application or at the time of the relevant re-activation application, whichever WE LOVE COLOURING BOOKS considers to be more appropriate.

WE LOVE COLOURING BOOKS retains entire discretion whether to accept the Seller’s re-activation application and, should WE LOVE COLOURING BOOKS accept the Seller’s request, a Re-activation Fee will be charged by WE LOVE COLOURING BOOKS to facilitate the re-activation.

CURRENCY CONVERSION FEE

. If WE LOVE COLOURING BOOKS ’s payment to the Seller as set out in clause 15.I.iv below involves a currency conversion, it will be completed at a foreign exchange rate determined by a financial institution, which is adjusted regularly based on market conditions and which may be applied immediately and without notice to the Seller. This exchange rate includes a processing fee expressed as 2% above the wholesale exchange rate at which WE LOVE COLOURING BOOKS obtains foreign currency, and the processing fee is retained by WE LOVE COLOURING BOOKS .

The applicable foreign exchange rate is accessible to the Seller at any time via the CMS and WE LOVE COLOURING BOOKS suggests that its Sellers check the CMS to keep updated of the exchange rate applicable at any given time.

HOW PAYMENT IS MADE TO YOU

. As part of the Seller’s appointment of WE LOVE COLOURING BOOKS as its commercial agent (as set out in clause 4C of these Conditions), the Seller agrees that WE LOVE COLOURING BOOKS also acts as the Seller's exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by the Seller via the Site (or any other sales channel which WE LOVE COLOURING BOOKS may offer to the Seller from time to time). In respect of WE LOVE COLOURING BOOKS gift vouchers, this paragraph is modified by clause 15.I.v.

The Seller and WE LOVE COLOURING BOOKS acknowledge and agree that except as otherwise provided in these Conditions (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, WE LOVE COLOURING BOOKS , acting as the Seller's commercial agent, is neither the buyer nor the seller of the Product(s) and is not a party to the contract of sale of Product(s) between the Seller and the Customer.
Payments for Product(s) will be made directly by a Customer to WE LOVE COLOURING BOOKS (acting as commercial agent of the applicable Seller), following the Seller confirming its acceptance of the order to WE LOVE COLOURING BOOKS using the Seller CMS and the relevant transaction being recorded on the Seller’s designated CMS. The Seller must check the CMS daily for alert of new orders. The Seller agrees that the Customer’s obligation to pay the Seller for Product(s) is satisfied when the Customer validly pays WE LOVE COLOURING BOOKS for the applicable Product(s), or where pursuant to paragraph (v), following a request by a Customer to redeem a gift voucher, WE LOVE COLOURING BOOKS applies its Gift Voucher Funds against the purchase price. The Seller further agrees that it will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any payment service provider or gateway) for payment of a Product if the Customer has validly paid WE LOVE COLOURING BOOKS in the manner referred to in this clause or WE LOVE COLOURING BOOKS has credited funds to the Seller in recognition of a voucher pursuant to clause 15.I.v.

Payment for Product(s) by Customers through the WE LOVE COLOURING BOOKS Website will be through payment methods made available from time to time, using WE LOVE COLOURING BOOKS 's current online payment processing system.

WE LOVE COLOURING BOOKS may offer gift vouchers to Customers that are available for redemption against WE LOVE COLOURING BOOKS (whether by the original Customer purchaser or their nominated Customer beneficiary). The Seller acknowledges and agrees that:

. any purchase and redemption of a WE LOVE COLOURING BOOKS gift voucher is as between the Customer and WE LOVE COLOURING BOOKS ;

the Seller does not accept any gift vouchers as a means of payment or value; and
where WE LOVE COLOURING BOOKS accepts redemption of a gift voucher it does so as principal and not as the agent of the Seller.

If a Customer redeems a gift voucher, WE LOVE COLOURING BOOKS will then apply an equivalent sum to the relevant purchase from its Gift Voucher Funds in settlement of the amount due to the Seller. Any shortfall shall be paid for by the Customer using WE LOVE COLOURING BOOKS 's current online payment processing system.

WE LOVE COLOURING BOOKS shall pay the Seller for the relevant transaction less the Single Commission Fee weekly, 15-21 days in arrears following acceptance of an order by the Seller through the CMS. Unless otherwise agreed by WE LOVE COLOURING BOOKS and the Seller, any payments made by WE LOVE COLOURING BOOKS to the Seller will be in the domestic currency of the region where the Seller’s bank account nominated to receive such payments is held and which may also be subject to the Currency Conversion Fee.
From time to time WE LOVE COLOURING BOOKS may retain a portion of the payment due to the Seller in order to provide for refunds due or expected to be due to a Customer in the ensuing period. Each such retention will be held for no longer than eight weeks before being repaid to the Seller.

viii. The Seller shall provide such of their banking details as are required or requested by WE LOVE COLOURING BOOKS , in order that payment may be processed to the Seller in respect of any Products sold.
The Seller shall ensure the banking details referred to in Clause 15.I.viii are kept up-to-date, and shall notify WE LOVE COLOURING BOOKS of any changes on the next Working Day. The Seller shall be responsible for paying any banking charges or other administrative expenses incurred by WE LOVE COLOURING BOOKS as a result of any inaccuracies in any such information.

CONFIDENTIALITY

. The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Seller authorises WE LOVE COLOURING BOOKS (including its employees, agents and contractors) to hold and process Seller Information.

The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:

. is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;

was lawfully in the possession of the recipient before the disclosure under the Conditions took place;
was independently disclosed to it by a third party entitled to disclose the same;

was disclosed in accordance with Clause 12.C.i; or

is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.

The obligations of confidentiality under the Conditions shall remain in effect for two (2) years after the termination or expiry of the Conditions, howsoever arising.

EXCLUSION AND LIMITATION OF LIABILITY

. Nothing in these Conditions excludes or limits the liability of WE LOVE COLOURING BOOKS for death or personal injury caused by WE LOVE COLOURING BOOKS ' negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.

Subject to Clause 17.A, WE LOVE COLOURING BOOKS ' total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Conditions, shall be limited in aggregate to a maximum of £10,000.
Subject to Clause 17.A, WE LOVE COLOURING BOOKS shall not be liable to the Seller for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Conditions, or for any liability incurred by the Seller to a Customer, or to any other person howsoever, arising from the provision of the Service or otherwise.

GENERAL

. The Seller shall not be entitled to assign, charge, subcontract or transfer this agreement or any part of it without the prior written consent of WE LOVE COLOURING BOOKS . For example, and this does not in any way constitute an exhaustive list, if the Seller wishes to subcontract its obligations under this agreement to a third party service provider, or the Seller wishes to sell all or part of its assets to a third party, the prior written consent of WE LOVE COLOURING BOOKS shall be required in order to do so.

WE LOVE COLOURING BOOKS may assign, charge, subcontract or transfer this agreement or any part of it to any person.
Except with respect to the persons referred to in clause 12.C.i., no term of these Conditions shall be enforceable by any third party (which includes for these purposes any third party: employee, officer, agent, representative or sub-contractor or either WE LOVE COLOURING BOOKS or the Seller) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes the rights of WE LOVE COLOURING BOOKS when acting as payment agent of any seller.
WE LOVE COLOURING BOOKS reserves the right to suspend or to cancel the Conditions in whole or in part (without liability to WE LOVE COLOURING BOOKS ) if it is prevented from or delayed in the carrying on of its business and its obligations under the Conditions due to circumstances beyond its reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of WE LOVE COLOURING BOOKS continues for a continuous period of more than 30 days, either party shall be entitled to give notice in writing to the other to terminate the Conditions.
A waiver by either party of any breach of the Conditions, or delay in enforcing any breach, shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
If at any time any one or more of these Conditions (or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable, for any reason under any applicable law, the same shall be deemed omitted from the Conditions and the validity and/or enforceability of the remaining provisions of the Conditions shall not in any way be affected or impaired as a result of that omission.
Notices given under the Conditions must be in writing and may be delivered by hand or by courier, or sent by prepaid first class or registered mail to, in the case of WE LOVE COLOURING BOOKS , to its registered address, or any alternative address notified by WE LOVE COLOURING BOOKS to the Seller in accordance with this provision; and, in the case of the Seller, to the address which it provides on the CMS, or any alternative address notified by it to WE LOVE COLOURING BOOKS in accordance with this provision.
Notices may be validly served by email provided that, to be effective, such email is sent to the email address most recently provided by the addressee to the sender of the relevant notice.
Except as set out in clauses 4.C and 15.I, the relationship of WE LOVE COLOURING BOOKS (and its employees) to the Seller will be that of independent contractor and nothing in the Conditions shall render WE LOVE COLOURING BOOKS (nor its personnel) as an employee, worker, any other form of agent, or partner of the Seller or Customer. Subject to any express provision in the Conditions to the contrary or at WE LOVE COLOURING BOOKS ’s reasonable discretion, neither party shall have any right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the party in any way.
This agreement, and any documents referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
Nothing in this clause shall limit or exclude any liability for fraud.
This agreement and any non-contractual obligations relating to or arising under these Conditions shall be governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute relating to or arising under it.