Terms of Use
Piazza Smart Terms of Service
How to Use Our Marketplace
Effective from: 15 September 2024
Welcome to Piazza Smart.
We are honoured to have you using our exclusive marketplace, whether as a customer or a seller, an individual or a company. To establish the ground rules that govern your use of our platform, we have drawn up the following terms and conditions. Please read these terms and conditions carefully, and let us know if you have any questions. If you want to sign up as a seller on our marketplace, you are welcome to fill in our registration form. We look forward to a fruitful relationship with you.
NOTE: You must be based in the United Kingdom in order to register for an Account with us.
Please see further details of our eligibility criteria at clause 5.
1. These Terms
1.1 What these Terms Cover
These Terms contain the terms and conditions on which we supply the Platform to you, whether the Platform comprises services and/or digital content. Please read these Terms carefully before you accept these Terms.
1.2 How to tell us about problems
If you have any questions or complaints about the Platform, please contact us to discuss (using our contact details below).
Our contact details:
Piazza Smart Ltd, a company registered in England and Wales. Our company registration number is 12992735.
Geographical address: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ (United Kingdom)
Email address: support@piazzasmart.com
Disclaimer: Materials on the Platform and our website and social media channels are for informational and educational purposes only, and are not intended to be a substitute for medical, financial or other advice from a licensed professional. We cannot be held liable for third-party content accessible via the Platform or our website or social media channels.
2. Introduction
2.1 These terms and conditions (Terms) are entered into between Piazza Smart Ltd, a company registered in England and Wales with company registration number 12992735 (we, us or our), and you, together the Parties and each a Party.
2.2 We provide a platform where businesses selling products and services (Sellers) and individuals and businesses looking to purchase products and services (Buyers) can connect and transact to buy and sell products and services (Platform).
2.3 In these Terms, you means (as applicable) the person or entity registered with us as either a Buyer or Seller or the individual, entity, organisation or business accessing or using the Platform.
2.4 If you are using the Platform on behalf of your employer, an organisation, government department or authority or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
3. Acceptance and Platform Licence
3.1 You accept these Terms by accepting these Terms on the Platform.
3.2 You must be at least 18 years old to use the Platform.
3.3 We may amend these Terms and our Service Fees at any time, by providing written notice to you. You acknowledge and agree that we have no control over, and will not be responsible or liable for, changes to any fees set by our payment provider(s). By clicking “Agree” or continuing to use the Platform 30 days after notification (whichever date is earlier), you agree to the amended Terms or Service Fees. If you do not agree to the amendment and it adversely affects your rights, you may cancel your Account with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Account, (a) you will no longer be able to use the Platform on and from the date of cancellation, and (b) if you have paid Service Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.
3.4 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-sublicensable and non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
3.5 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
- anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
- using the Platform to defame, harass, threaten, menace, abuse or offend any person;
- using the Platform for unlawful purposes;
- interfering with any user of the Platform;
- tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
- using the Platform to send unsolicited electronic messages;
- using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
- facilitating or assisting a third party to do any of the above acts.
4. Trade Launch
4.1 We are working on getting the Platform ready for launch so that Buyers can purchase products and/or services from Sellers.
4.2 As a Seller, you acknowledge and agree that Seller Listings will not be available to Buyers until we have launched the Platform publicly ready for trade, and we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with the Platform not being available to Buyers, or any delay in our launch of the Platform to the public.
5. Accounts
5.1 You must register on the Platform and create an account (Account) as a Seller to access the Platform’s features. As a Buyer, you may register for an Account or check out as a guest.
5.2 You may only have 1 Account as a Seller and 1 Account as a Buyer on the Platform. You may request an additional Account by contacting us, and we may grant a further Account in our sole discretion.
5.3 In order to register for an Account or check out as a guest:
(a) as a Buyer, you must reside in the United Kingdom (meaning you must have a permanent home or place of habitual residence in the United Kingdom if you’re an individual, or you must be registered in the United Kingdom with Companies House, or otherwise your principal place of business and trade must be located in the United Kingdom and you must be a United Kingdom resident for tax purposes if you’re a business); and/or
(b) as a Seller, your business must be based in the United Kingdom (meaning you must be registered in the United Kingdom with Companies House, or otherwise your principal place of business and trade must be located in the United Kingdom and you must be a United Kingdom resident for tax purposes), you must be licensed (if applicable) and able to sell the goods and/or services to a Buyer, and you must have experience selling goods or services online.
5.4 You must provide basic information when registering for an Account, including your full name, legal address, email address and password (where you are registering as a Buyer or checking out as a guest that is an individual), or the trading name that you intend to trade under on the Platform and your legal entity name, your company registration number, your registered business address, your contact email address and phone number, your website/online store’s web address, the name of a contact person and a password (where you are registering as a Seller).
Where you are an entity registering for an Account as a Buyer or checking out as a guest, you must provide your legal entity name, your company registration number (if any), your legal address, your contact email address, the name of a contact person and a password. Where you are an entity, you warrant that the name and surname you must provide us upon registering an account or checking out as a guest are the name of a natural person with the authority to bind your entity to these Terms.
If you are a sole trader who is a Seller, you acknowledge and agree that your full name and other information about you (for example, your business address) may be displayed publicly on our Platform.
5.5 As a Seller, you must link your payment processor merchant account as determined by us to your Account before you may start accepting Purchase Requests. The store name you choose must not (1) be offensive or in other ways insulting or (2) contain characteristics which belong to a third party, including names of famous persons, or personal names to which you do not own the rights.
5.6 We may allow you to register for an Account, or sign in to your Account, using your Facebook, Google or other social media network account (Social Media Account). If you register for an Account or sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including basic contact information.
5.7 Once you have registered an Account, your Account information will be used to create a profile which you may then curate.
5.8 All personal data you provide to us will be treated in accordance with our Privacy Policy.
5.9 You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others.
5.10 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
5.11 If you are a Seller, we will review your request for an Account before approving the request. We may request additional information. If you do not meet the eligibility criteria or provide us with information we reasonably request, we may refuse to create an Account for you in our sole discretion. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion. If at any time you cease to meet the eligibility criteria, this will be considered a material breach of these Terms and we may terminate these Terms in accordance with clause 17.
5.12 We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of services and threshold of Reviews.
5.13 As a Seller, you are responsible (at your cost) for fulfilling any obligations required for you to create and maintain a Seller Account on the Platform.
6. Platform Summary
6.1 The Platform is a marketplace where Buyers and Sellers can find each other, and advertise, buy and sell products and/or services online. We provide the Platform to users (including hosting and maintaining the Platform), process payments from Buyers to Sellers at checkout and may provide promotional opportunities for Sellers (together the Services). We will provide the Piazza Smart Services in accordance with these Terms and all applicable laws. You understand and agree that we only make available the Piazza Smart Services. We are not party to any agreement entered into between a Buyer and a Seller and we have no control over the conduct of Sellers, Buyers or any other users of the Platform. Interactions between Buyers and Sellers are at the buyers' and sellers' own risk.
6.2 A Seller wanting to provide products and/or services creates an Account on the Platform and posts an accurate and complete description of the products and/or services they can provide, including the fees for the products and/or services, including delivery, and customs and duties (Listing Fees) (Seller Listing).
6.3 Unless otherwise agreed with us in writing, a Seller’s Listing Fees may be no higher than they charge on any other website or platform for the same products and/or services.
6.4 We may place limits on the number of Seller Listings that a Seller may post at any given time.
6.5 A Buyer wanting to buy products and/or services may create an Account on the Platform to view and browse Seller Listings, or browse as a guest.
6.6 A Buyer may request to purchase the goods and/or services described in a Seller Listing by sending a request through the Platform. The request is an offer from the Buyer to the Seller to book/buy the goods and/or services described in the Seller Listing (Purchase Request). As a Buyer, you acknowledge and agree that we will share your contact details and personal information (email address, phone number, physical billing address, physical shipping address, full name if you're not an organization) with the relevant Seller(s) when you make a Purchase Request. Our third-party payment provider(s) will collect and store your payment details as you enter them to the Platform.
6.7 A Seller will be obliged to automatically accept the Purchase Request through the Platform, and it will become a Confirmed Purchase. If the Seller cannot fulfil the Purchase Request, it will be obliged to refund the relevant Buyer. As a Seller, you acknowledge and agree that we will share your contact details and personal information (email address, full name if you're not an organization) with the relevant Buyer when you receive a Purchase Request.
6.8 The Seller confirms that it is legally entitled to and capable of supplying the products and/or services described in the Purchase Request.
6.9 Buyers and Sellers may enter into written agreements in relation to the goods and/or services. To the extent there is inconsistency between any additional terms and conditions and these Terms, these Terms will prevail.
6.10 Sellers must include all additional terms and conditions relating to their products and/or services in the relevant Seller Listing. By sending a Purchase Request, a Buyer is accepting the additional terms and conditions of the relevant Seller.
6.11 We are not responsible or obliged to verify the identities of Buyers or Sellers on the Platform, nor are we obliged to verify the goods or services being offered on the Platform or any Seller Listings (including in relation to their compliance with laws). We may review a Seller Listing before it is posted to the Platform, but we are not obliged to, and we may also remove Seller Listings from the Platform at any time, at our sole discretion, including where the content of a Seller Listing is abusive.
7. Promotional Opportunities
As a Seller, you may choose to purchase promotional opportunities, such as a feature in our email marketing or social media or placement on our home page (Promotional Opportunity). Promotional Opportunities are subject to the fees and the terms and conditions as set out in any Promotional Opportunity offer and displayed on the Platform or otherwise communicated to you. In the event of any conflict between any Promotional Opportunity terms and conditions and these Terms, the Promotional Opportunity terms and conditions will prevail.
8. Promotions and Gift Vouchers
8.1 Promotional codes
We may from time to time issue promotional discount codes for use on the Platform to Buyers. These discounts will apply to our Service Fees only, and will not affect the amount of the Listing Fees owed to the Seller. Where you are issued with a promotion discount code, you must enter the promotion discount code at the time of making a purchase through the Platform, to claim the discount. Only one promotion code can be used per purchase and it may not be used in conjunction with any other discounts or promotional codes or offers. Promotion codes do not have a monetary value and cannot be sold or redeemed for cash and are non-transferable. Unredeemed promotion codes will only be valid for the validity period made known to you at the time of providing the promotion code and cannot be used after the date of expiration. It is your responsibility to keep track of the expiration date. Failure to use the promotion code according to these Terms, including but not limited to, publication or selling of the promotion code or obtaining the promotion code through an unauthorised channel, is prohibited and may constitute fraud. A promotion code will not be accepted if the code is invalid or does not match the code on our system. If we become aware, or have reason to suspect, that you are fraudulently obtaining or misusing promotion codes and/or have breached these Terms, we may cancel all purchases made by you using the promotion code. Our decision is final in all matters relating to a promotion code offer. Further conditions of use relating to promotional discount codes may be set out on our website or made available to you at the time of providing you with the promotional discount code.
8.2 Gift Vouchers
We may, from time to time, offer gift vouchers for purchase on our Platform. Gift vouchers do not have an expiry date. If you are purchasing a gift voucher for another person, you should ensure that they are aware of these Terms. If the amount of your gift voucher does not cover the total Listing Fees for the products and/or services you wish to purchase, you will need to pay the remainder of the purchase with another payment method, or with another gift card. Gift vouchers are not redeemable for cash and cannot be returned for a cash refund or exchanged. This clause does not seek to limit any rights you may have under any applicable English consumer laws, including the Consumer Rights Act 2015. Gift vouchers cannot be used to purchase gift vouchers. Any unused balance will remain as credit on a gift voucher and is not transferable for a cash payment. Your use of the gift voucher may be declined where there is fraud, deception or reasonable suspicion of illegal activities in connection with your use.
8.3 Discounts
We may from time to time apply discounts on items offered by Sellers on the Platform. These discounts will apply to our Service Fees only, and will not affect the amount of the Listing Fees owed to the Seller.
9. Communication
9.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email.
9.2 Buyers and Sellers must only share their contact details to organise the provision of the products and/or services once a Purchase Request has been made.
9.3 Sellers must not advertise their contact details publicly on their Account profile on the Platform, unless expressly authorized in writing by Piazza Smart to do so.
9.4 Buyers or Sellers must not otherwise seek to transact outside the Platform, or otherwise attempt to circumvent the payment of Service Fees to us.
10. Payments
10.1 As a Buyer, you agree to pay (and your chosen payment method will be charged with) the Listing Fees at the time you make a Purchase Request.
10.2 In consideration for providing the Platform, we will charge the services fees to the Seller as set out on the Platform (Service Fee), plus any third-party payment processing fees. You acknowledge and agree that we have no control over, and we will not be responsible or liable for, any fees set by our payment provider(s). The Service Fee and the payment processing fees will be deducted from the Listing Fees, and will be paid to us and the payment provider at the same time as the Buyer pays the Listing Fees through the Platform. To the maximum extent permitted by law, the Service Fee and the payment processing fees are not refundable, including in circumstances where a Seller chooses to provide a Buyer with a refund.
10.3 The Listing Fees minus the Service Fee and the payment processing fees will be deposited in a Seller’s merchant account as linked in their Account upon payment by the Buyer.
10.4 Where a Seller wishes to purchase a Promotional Opportunity, the Seller agrees to pay (and your chosen payment method will be charged with) the fee set out on the Platform (or as otherwise agreed between the Parties) for the Promotional Opportunity at the time of purchase (Promotional Opportunity Fees).
10.5 The payment methods we offer for the Listing Fees and Promotional Opportunity Fees are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
10.6 You must not pay, or attempt to pay, the Listing Fees or Promotional Opportunity Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.
10.7 You agree that we may set off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us in connection with the Platform.
10.8 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
11. Refunds and Cancellation Policy
11.1 The cancellation, exchange, variation, repair, return or refund of any products and/or services ordered on this Platform are strictly a matter between the relevant Buyer and Seller, as are all other aspects of the purchase and delivery process. The terms and conditions agreed to between the Seller and the Buyer must be set out clearly in the relevant Seller Listing. All Sellers agree to ensure they comply with the Consumer Rights Act 2015 and any other applicable laws in the refund of any Listing Fees.
11.2 For disputes between Buyers and Sellers, we encourage parties to attempt to resolve disputes (including claims for returns or refunds) with the other party directly and in good faith, using the contact details shared with the other party. In the event that a dispute cannot be resolved through these means, the parties may choose to resolve the dispute in any manner agreed between the parties or otherwise in accordance with applicable laws.
11.3 This clause will survive the termination or expiry of these Terms.
12. Reviews
12.1 Buyers of products may review their experience with the Seller on the Platform, including the product (Review).
12.2 Reviews can be viewed by any user and will remain viewable until the relevant Account is removed or terminated. You acknowledge and agree that the first part of your email address will be publicly displayed next to your Review.
12.3 You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
12.4 You can write a Review about a Seller if you have had an experience with that Seller, which means that (1) you have engaged the Seller through the Platform; or (2) you can otherwise document your interaction with the Seller in relation to the Platform, including via correspondence (collectively referred to as a Buyer Experience).
12.5 You may not write a Review about a Seller you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Seller, or work for the Seller. Similarly, you may not write a Review about a direct competitor to the Seller that you own, are employed by or work for.
12.6 Your Buyer Experience must have occurred in the 12 months prior to you writing a Review.
12.7 You may only write about your own Buyer Experience. You are not permitted to write a Review about somebody else’s Buyer Experience, such as that of a family member or friend.
12.8 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Seller to write a Review, you should include information about this in your Review. Incentives include the Seller offering you a gift, reward, discount or advantage for writing a Review about the Seller on the Platform.
12.9 This clause will survive the termination or expiry of these Terms.
13. Intellectual Property
13.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Platform, and the items offered on the same) (Our Intellectual Property) will at all times vest, or remain vested, in us.
13.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
13.3 You must not, without our prior written consent:
(a) copy, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.
13.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
(a) you do not assert that you are the owner of Our Intellectual Property;
(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
(c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive;
(d) you comply with all other terms of these Terms; and
(e) you attribute us as the author of Our Intellectual Property on your post.
13.5 This clause will survive the termination or expiry of these Terms.
14. Content you Upload
14.1 You may be permitted to post, upload, publish, submit or transmit relevant information and content on the Platform including via your Listings and Reviews, or by way of any other communication method (User Content). This also includes interviews you may give to us off the Platform which are intended to be published by us. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
14.2 If you make any User Content available on or through the Platform, including on social media using a Tag or in any of our groups or channels on social media platforms, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content. To the maximum extent permitted under applicable law, you also waive any moral rights you have in the User Content where it is used by us or by those to whom we transfer or sublicense our rights in the User Content.
14.3 You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag or in any of our groups or channels on social media platforms. You represent and warrant that:
(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms);
(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and
(c) all User Content will be in English.
14.4 We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), edit, remove or hide any User Content (including if it contains abusive or offensive material).
14.5 This clause will survive the termination or expiry of these Terms.
15. Warranties
15.1 You represent, warrant and agree that:
(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
(b) there are no legal restrictions preventing you from entering into these Terms;
(c) all information and documentation that you provide to us in connection with these Terms are true, correct, complete and up to date;
(d) you understand that we have complete discretion over the order that Seller Listings appear on the Platform, and whether or not to display or remove a Seller Listing on the Platform;
(e) where you are a Seller, you are responsible for complying with all laws, rules and regulations which apply to providing the products and/or services in your Seller Listings as well as the content of your Seller Listings;
(f) where you are a Seller, you will comply with our Sustainability Guidelines and Restricted and Excluded Items Policy;
(g) where you are a Seller, you will ensure that the content of all of your Seller Listings is not false, misleading, illegal, abusive, threatening, profane, lewd or otherwise inappropriate to be posted on the Platform;
(h) where you are a Seller, you will comply with our reasonable instructions;
(i) where you are a Seller, you are appropriately qualified, and have any required skills, knowledge or training, to provide the products and/or services;
(j) where we request reasonable information or documentation about your business (including your compliance with applicable laws, rules and regulations, our Sustainability Guidelines, these Terms, or other applicable agreements or policies of ours, or changes to your business), you will provide such information in a prompt manner, and if you don’t provide it promptly, this may be considered a material breach of these Terms; and
(k) where you are a Seller, you are solely responsible for determining which products and/or services to sell through the Platform, the type, timing, manner and means, methods or processes of providing your products and/or services and the price you charge for products and/or services. You are not our employee and are not entitled to any employment benefits. We do not supervise, direct or control any of the products and/or services you offer. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your products and/or services. You are responsible for any taxes payable on any fee you receive for your products and/or services.
16. Limitations on Liability
16.1 Neither Party may benefit from the limitations and exclusions set out in this clause 16 in respect of any liability arising from its deliberate default.
16.2 The restrictions on liability in this clause 16 apply to every liability arising under or in connection with these Terms including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.
16.3 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
16.4 This clause 16.4 applies to the extent that the Platform is considered digital content. If the Platform is defective and it damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge, or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
16.5 While we strive to always make our Platform available to you, we do not make any guarantees that it will be available 100% of the time. Our Platform may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
16.6 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
(a) any third-party services;
(b) any unavailability of the Platform;
(c) any aspect of the Buyer and Seller interaction, including without limitation the products and/or services offered by the Seller, the description of the products and/or services requested or offered, any advice provided, the performance of services or supply and delivery of products by the Seller; or
(d) any content or materials uploaded by a user to our website.
16.7 Subject to clauses 16.1 (no limitation in respect of deliberate default), clause 16.4 (damage caused by defective digital content) and 16.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law, where you use this Platform as an individual consumer (and not as a business): (1) we only supply the Platform for domestic and private use. If you use the Platform for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; and (2) if we fail to comply with these Terms, we will not be responsible for any losses that you suffer as a result, except for those losses which are a foreseeable consequence of our failure to comply with these Terms.
16.8 Subject to clauses 16.1 (no limitation in respect of deliberate default), 16.4 (damage caused by defective digital content) and 16.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law, to the extent you use the Platform as a Seller, or a business (including where you are a Buyer): (1) you agree to indemnify us for: (a) any Liability we incur due to your breach of these Terms, (b) any claim (including from any tax authority) for any VAT for which you are responsible that you did not correctly declare or remit to the relevant tax authority, (c) any Liability we incur due to you providing us with false or misleading information, and (d) any Liability we incur as a result of your interaction with a Buyer or a Seller, including as a result of any transaction between you and a Buyer/Seller; (2) neither Party will be liable for any Consequential Loss; and (3) our aggregate liability for any Liability arising from or in connection with these Terms will be limited, in our sole discretion, to us resupplying the Piazza Smart Services to you or to us repaying you the amount of the Service Fees paid by you to us in respect of the supply of the relevant Piazza Smart Services to which the Liability relates.
16.9 We have given commitments as to the compliance of the Platform with these Terms and applicable Laws. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.
16.10 This clause will survive the termination or expiry of these Terms.
17. Termination
17.1 Your Account and these Terms may be terminated by you at any time, by contacting us using the contact details at the top of these Terms. Once your Account is cancelled, your Account will no longer be visible to other Sellers or Buyers on the Platform.
17.2 We may vary our Services or cancel these Terms for you (including your Account) at any time, for any reason, with notice.
17.3 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party is unable to pay its debts as they fall due.
17.4 As a Seller, if you repeatedly receive Reviews below 3 stars, then this may be considered a breach of a material term for the purpose of the above clause.
17.5 Should we suspect that you are in breach of these Terms, we may suspend your Account in our sole discretion while we investigate the suspected breach.
17.6 Upon expiry or termination of these Terms:
(a) we will remove your access to the Platform and your Account may be deleted, including all User Content and information in your Account (we will not be liable to you for the loss of any User Content or information in your Account);
(b) we will immediately cease providing the Piazza Smart Services;
(c) where you are a Buyer, we will cancel any existing Confirmed Purchases and you will lose any Listing Fees and other amounts paid;
(d) where you are a Seller, we will cancel any existing Confirmed Purchases and you will refund the relevant Buyers;
(e) where we terminate the Terms as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees;
(f) you will not remove from the Platform any information about outstanding orders or amounts owed to us; and
(g) you will settle any amounts owed to us within 30 calendar days.
17.7 Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Service Fees on a pro-rata basis.
17.8 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
17.9 This clause will survive the termination or expiry of these Terms.
18. Sustainability Guidelines
18.1 We encourage Sellers to work towards providing sustainable goods and services. Our Sustainability Guidelines are available here for self-certification. Sellers must assess their business practices against the Sustainability Guidelines, and allocate themselves a particular level of sustainability verification on the Platform. This self-certification system relies on the Seller accurately self-assessing their business practices against the Sustainability Guidelines. Failure of a Seller to comply with the Sustainability Guidelines will be considered a material breach of these Terms.
18.2 You acknowledge and agree that any certification under the Sustainability Guidelines is self-certified by the Seller, and we are not responsible, nor do we endorse or verify, any certifications that a Seller applies to their business on the Platform, including any certifications that a Seller has self-assessed against the Sustainability Guidelines. Where you are a Buyer, you agree to conduct your own due diligence on the Seller before making a purchase from the Seller.
18.3 Where a Seller does not provide a self-certified minimum sustainability level within 6 months from the date of creating an Account, this will be considered a material breach of these Terms and we may, in our sole discretion, remove the relevant Seller Listings from the Platform and/or terminate these Terms with the Seller in accordance with clause 17.
19. Seller Insurance
As a Seller, we may request that you provide evidence of your insurance. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the products and/or services you choose to provide to Buyers. If we do not ask you to provide evidence of insurance this does not indicate that we believe you do not require insurance. You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the insurance you require.
20. General
20.1 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent. We may assign or deal with the whole or any part of our rights or obligations under these Terms without your prior written consent.
20.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
20.3 Confidentiality: Other than where the disclosure cannot lawfully be excluded, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us, by a Buyer, or by a Seller. This clause will survive the expiry or termination of these Terms.
20.4 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any provision of these Terms on any person who is not a party to them.
20.5 Disputes: Dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. Where you are a Buyer and you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The Law Society of the United Kingdom via their website at https://www.lawsociety.org.uk/en. The Law Society of the United Kingdom will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings. Where you are a Seller, if we and you cannot agree how to resolve a Dispute between us, a Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
20.6 Entire Terms: Subject to your Consumer Law Rights, these Terms contain the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of their subject matter.
20.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other Party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations, and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
20.8 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under the same.
20.9 Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
20.10 Notices: Notice of legal proceedings sent by you to us shall be exclusively served by registered post at our geographical address stated at the start of these Terms, and will be deemed to have been served three business days after the date of mailing (seven business days if airmail or international mailing is involved). For the purpose of legal notices to us, business days are days in which the banks are open for business in both the place of mailing and the UK. Any notice given by us to you under these Terms will be at your email or physical address (by registered post in case of the physical address) provided in your Account or otherwise on the Platform. Any notice to you will be deemed to have been served three business days after the date of mailing (seven business days if airmail or international mailing is involved) in the case of post, or of 24 hours in the case of transmission by email (unless we receive notification that the email address is invalid). If the 24 hour term falls on a day which is not a business day in the place of receipt, or it expires after normal business hours in the place of receipt, then the notice shall be deemed to have been received by you on the next day which is a business day in the place of receipt. For the purpose of legal notices to you, business days are days in which the banks are open for business in both the UK and the place of receipt.
20.11 Prevailing Language: You agree that the English text of these Terms (and of any documents that form an integral part of the same, including the Sustainability Guidelines and the Restricted Items Policy) is the authoritative legal version and shall prevail over all versions in other languages in the event of a dispute. We are under no obligation to provide you with a translation of these Terms into any given language.
20.12 Privacy: We will handle your personal data in accordance with our Privacy Policy, available on our website.
20.13 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
20.14 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
20.15 Third-party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third-party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit for to feature on the Platform, or which (if any) third-party links are Affiliate Links.
20.16 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.
21. Definitions
21.1 Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us any fees under these Terms will not constitute “Consequential Loss” for the purposes of this definition.
21.2 Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.
21.3 Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
21.4 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
22. Interpretation
In these Terms, unless the context otherwise requires:
(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a person includes without limitation a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) headings will not influence the interpretation of the provisions;
(h) including is intended to mean including, but not limited to;
(i) any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
(j) a reference to time is to local time in London; and
(k) a reference to £ or pounds refers to the currency of the United Kingdom from time to time.
Last updated: 22 May 2024
We may update these terms. Continued use means acceptance.
Questions? Contact support@piazzasmart.com
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