Service Provider Terms

1 Acceptance Of Terms

1.1 These provisions set out the terms and conditions (“Terms“) on which you (the “Practitioner”, “Service Provider“, “SP“, “Doctor“, “Seller“, “you“, and “your“) may become a member of the IMETAWELLNESS website (“Site“) to sell services or/and products which must not be Prohibited Products (as defined in Schedule 2) (“Products“) to consumers of the Site (“Consumers“).

1.2 These Terms govern our cooperation, your use of the Site, Website Terms of Use, Privacy and cookies policy, and any other documents referred to in these Terms. Please take the time to read these documents, as they include important terms which apply to you. By submitting your information for KYC, you confirm that you accept all of them.

1.3 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 About Us

2.1 The Site is operated by IMETAWELLNESS LIMITED trading as IMETAWELLNESS (“iMETAWELLNESS”, “IMW“, “us“, “we“, and “our“). We are registered in England and Wales under company number 13911618, with our registered office address at 86-90 Paul Street, London, EC2A 4NE, United Kingdom. To contact us, please see our Contact Us page.

3 Overview Of Roles

3.1 IMW allows SP to sell their Services or/and Products on the Site contracting on terms which include, as a minimum, the Consumer Terms. Please note that although IMW facilitates the transactions which are carried out through the Site, IMW is neither a buyer nor a seller of the Services or/and Products and does not assume any responsibility nor make any representation, warranty or guarantee, whether express or implied, as to the Services or/and Products you sell via IMW.

3.2 Where a Consumer orders a Service or/and Product through the Site, the Contract is formed solely between the SP and the Consumer after the sale (“Contract“). A Contract will comprise the SP’s terms (which include, as a minimum, the Consumer Terms), the email confirmation of the Consumer’s order and the information on the SP’s page (“SP’s Page“). IMW is not a party to that Contract, is not liable for the Contract or any claim or dispute arising out of or in connection with it, nor is IMW acting as the SP’s agent.

3.3 The Terms (and the documents referred to) may be updated occasionally. IMW will give the SP prior written notice of such changes, but please check these Terms every time you wish to use our Site to ensure you understand the Terms that apply at that time. For example, these Terms were most recently updated on 28th June 2023.

3.4 SP’s details are displayed on the Site on the SP’s Page (linked to from the Services or Product pages).

4 Process

4.1 During the registration process, the SP will be asked to pass the KYC and provide proof of ID, proof of address, proof of professional qualification and some other information which IMW consider to be provided. SP also shall select a country of registration. This country must be featured among the list of supported countries offered by our payment service provider (“Payment provider“) and agreed upon by IMW. The SP must be able to set up and provide details of a business account in the chosen country. Currently, we accept only the UK as a country of registration.

4.2 SPs’ selecting a country outside of the supported countries offered by the Payment provider will be warned by “Country Warning” that they should only continue with registration if they have secured services with our Payment Provider. Please note that if an SP completes the application process, including payment for the Monthly Subscription Fee (as defined in clause 6.1), and continues past the Country Warning, IMW will not be liable for a refund of the Monthly Subscription Fee as per Schedule 1 to this Terms.

4.3 Once the SP has completed the application process and his Monthly Subscription Fee (as defined in clause 6.1) has been received (at the moment Monthly Subscription Fee is voided until further notice), the SP shall be given access to his account at the Site to upload different information relevant to his Services or/and Products. The SP shall provide IMW information for publication on his dedicated page as per Schedule 3. The SP can update detailed Listing Information (as defined in clause 7.1.6) for its Services or/and Products (short and complete service description, SP’s bio, photos, text, shipping methods etc.). There could be exceptional situations, and IMW may consider more often change at its sole discretion and based on the request from SP. Orders will be logged into the SP account. From here, the SP will be able to manage the Patient’s orders, view and manage Disputes (as defined in clause 7.6.4), view and print sales history between the SP and IMW, update and control prices, manage his schedule and service duration, view reports, manage their subscription and handle communication with Patients. All orders will be stored in the SP account, and all contact with the Patients and IMW team shall be made through the SP’s account only.

4.4 The SP will then be able to create a new Listing (as defined in clause 7.1.6) or use an existing Listing to list their Services or/and Products.

4.5 If another SP is already using a Listing and you wish to update the details for that Product listed on that Listing, you can submit a request to change the Listing. However, this will not automatically update on the Site without IMW accepting the changes. A Listing can only be edited without IMW taking the changes, in a limited capacity, if you are the only SP currently using that Listing and/or no other SP is currently utilising that Listing.

4.6 IMW may restrict the SP’s access to the SP account in the following circumstances:

4.6.1 pursuant to clause 6.3.3 (non-payment);

4.6.2 on termination of the SP’s membership of the Site;

4.6.3 if the SP fails to provide services or/and dispatch orders and IMW, having made reasonable attempts to contact the SP, believes that the SP is inactive;

4.6.4 if IMW, having made reasonable attempts to contact the SP, believes that the SP is inactive;

4.6.5 if IMW has reasonable grounds to believe that the SP is using the Site to sell services which are not approved by IMW or/and offering counterfeit goods or are otherwise infringing the intellectual property or proprietary rights of any third party;

4.6.6 if the SP has a high rate of cancellations or refunds or is failing to deal with Consumers’ queries or complaints;

4.6.7 if there are other issues with the SP’s listings which IMW believes could give rise to problems with Consumers or

4.6.8 under clause 9.4,

in this case, the SP will only have access that enables the SP to view and manage current orders, view invoices between the SP and IMW, mark orders as provided/dispatched and handle Patient feedback (“Restricted Access“). Whilst the SP has Restricted access, its Listings will not be visible to Patients, and Patients will not be able to place orders with the SP.

4.7 When a Patient makes a payment, the funds will be paid straight to the IMW bank account following Payment provider terms and conditions. The funds are placed on “Partner Hold” until the SP provides services/dispatches the order to the Patient, provides Doctor’s Notes, and updates the order status to “completed” or “delivered”. Once a month and by the 25th day of a month (This term is going to be reviewed in Dec 2023 and may be changed for 2024), IMW will instruct the Payment Team to remove the “Partner Hold” status and release the funds to the SP, minus the Service or/and Product Sales Fee, following the process set out under clause 6.2.

4.8 If appropriate, IMW will provide the SP with a monthly VAT invoice for each Monthly Subscription Fee (as defined in clause 6.1) and the Service or/and Product Sales Fees (defined in clause 6.2). The VAT invoice will be prepared and provided to the Seller during the subsequent month following the period for which the VAT invoice relates, e.g. the VAT invoice relating to the calendar month of February will be prepared on 1st March, the VAT invoice relating to the calendar month of March will be prepared on 1st April.

5 Commencement And Duration

5.1 The SP’s membership will commence on the later of:

5.1.1 the SP having confirmed their acceptance of these Terms; and

5.1.2 the date IMW approved the SP’s application, received the first Monthly Subscription Fee and granted the SP access to the SP account.

(“Commencement Date“) and shall continue unless and until terminated by clause 6.3.4 or clause 9.

6 Membership And Charges

6.1 Monthly Subscription Fee

6.1.1 Every SP must pay a subscription fee for each calendar month they are a Site member (“Monthly Subscription Fee“). This fee is based on a monthly rolling contract with no minimum commitment and a direct debit bank arrangement. To avoid doubt, references to “monthly” in these Terms shall refer to calendar months starting on the month’s first day. 

6.1.2 The Monthly Subscription Fee is a non-refundable fee which will be processed online by recurring payments made in advance starting on the Commencement Date and then monthly after that (“Due Date“) unless the SP serves 30 days’ written notice through the SP account to terminate these Terms under clause 9.3.

6.1.3 Where the first Monthly Subscription Fee is taken on the 28th, 29th, 30th or 31st of a month, the subsequent Due Dates will be as close to the original payment dates as possible and no later than the date on which the first Monthly Subscription Fee was taken. The Monthly Subscription Fee is subject to VAT (where applicable) subject to receipt by the SP of a valid VAT invoice from IMW.

6.1.4 There are two different Monthly Subscription Fee options, which may be increased from time to time by IMW (by clause 3.3), as detailed in Schedule 1, which includes our Standard SP Subscription Fee and a Partner SP Subscription Fee.

6.1.4.1 The Partner SP Subscription Fee includes additional services and marketing activities/routes as advertised by IMW on the Site and via other marketing channels available to IMW and at its sole discretion. SPs who sign up with the Partner SP Subscription Fee as their Monthly Subscription Fee will be known as “Partner SPs“.

6.1.4.2 Please note that the additional services and marketing activities/routes detailed on the Site are examples only and should be treated as such. The SP acknowledges and accepts that not all services or marketing activities/routes mentioned on the Site may be available to all SPs.

6.1.4.3 All Partner SPs will have access to IMW Partner Support Team, who will support them with questions and advice relating to selling on IMW.

6.2 Services and Product Sales Fee and Product Boost Fee

6.2.1 When a sale is made for a Service or/and Product listed on the SP’s Page, a fee (“Product Sales Fee“) is payable by the SP. This is made up of two parts:

6.2.1.1 the first part is calculated as a percentage of the Service or/and Product Sale Price (as defined in clause 7.1.6); and

6.2.1.2 the second part is a percentage of the shipping costs associated with that order calculated at the flat rate in Schedule 1.

6.2.2 Service or/and Product Boost Fees may also be payable as described in clause 7.7.6.

6.3 Remedies for late payment

Without limiting any of our other rights, if the SP fails to pay to us any undisputed amounts owed to us under these Terms on the due date for payment, at our option, we shall have the right to:

6.3.1 deduct the outstanding amounts from any future funds received from Patients in payment for the SP’s Services or/and Products ordered through the Site, i.e. offset any charges that are payable by you to us against any charges we make to you until any outstanding payments are settled; and/or

6.3.2 seek any other payment or reimbursement from you by any other lawful means; and/or

6.3.3 in the case of failure to pay the Monthly Subscription Fees, grant the SP only Restricted Access to the SP account until payment has been made. Restricted access will be given via an automated process as follows. If the first payment attempt is unsuccessful, IMW’s system will make three more attempts (each one 24 hours after the last) to collect the Monthly Subscription Fees. Each failure will trigger an automatic email notification to the SP. After a total of 4 unsuccessful attempts, the SP’s account will be automatically suspended, following which the SP will need to reactivate the account (and pay the outstanding Monthly Subscription Fees) to regain access; and/or

6.3.4 charge the SP interest on the overdue amount at a rate of 8% per annum above the Bank of England base rate from time to time. This interest shall accrue daily from the due date until the actual payment of the overdue amount, whether before or after judgment. The SP must pay us interest together with the outstanding amount.

7  Seller Commitments And Order Processing

7.1 In signing up to these Terms, the Seller commits to:

7.1.1 sell Services and Products on terms which include, as a minimum, the IMW Customer and other Terms;

7.1.2 supply only Services and Products that can be delivered to the Patient within the Timeframes stated in clause 7.4.4.1. For these Terms, a “Working Day” means any day that is not a Saturday, Sunday or Bank Holiday in the primary country of the Site;

7.1.3 be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering the Services and Products to the Patients using reasonable skill and care;

7.1.4 ensure that the Seller’s company name/(Full name/Title/Professional Qualification – where appropriate), company number, registered office and, where applicable, trading address and VAT registration number (“Seller Information”) are clearly displayed on the Seller’s page and updated, as necessary, as soon as practicable. This shall include updating the details of the Seller’s VAT registration number. Should the Seller no longer hold a VAT registration number, it shall remove this from the Seller Page. The Seller acknowledges that IMW shall have no liability concerning the Seller’s VAT registration details or any other Seller Information which it is obliged to display and keep updated under this clause 7.1.4;

7.1.5 indemnify IMW against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by IMW arising out of or in connection with any claims related to a breach of clause 7.1.4;

7.1.6 take responsibility for the accuracy and detail of all Service and Product information (including Service and Product descriptions, images, measurements, condition and any other supplementary information about the Services and Products) as well as the price at which the Services and Products are sold at (“Product Sale Price“) along with stock value (the total amount of stock that Seller has available for IMW Patients to purchase). You agree that you are responsible for the accuracy of the information provided in a Listing whether you are creating the Listing or using an existing Listing;

7.1.7 promptly notify IMW of any inaccuracy in any Listing and how the inaccuracy should be corrected, and use all reasonable endeavours to resolve swiftly any Patient complaints arising from any such inaccuracy;

7.1.8 indemnify IMW against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by IMW arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading descriptions of the Services and Products sold on the Site or Listing Information;

7.1.9 ensure that it does not misrepresent the origin of the Services and Products through any description made of the Services and Products via the SCP, whether contained in a Listing or otherwise;

7.1.10 ensure that all postage costs and additional postage costs displayed through the Site are accurate;

7.1.11 ensure the Services and Products are of satisfactory quality;

7.1.12 ensure the photographic quality of the Products is high and have a white background colour where possible. We recommend using professional photographs, but this is not essential;

7.1.13 ensure that the Seller updates the SCP with all periods of holiday (“Seller’s Holiday Period“);

7.1.14 use reasonable endeavours to respond to order enquires with IMW or Patients promptly (immediately if possible, at least within 1 Working Day) unless made during the Seller’s Holiday Period;

7.1.15 ensure that they keep up to date with the SCP daily, tracking orders, updating dispatches and orders and responding promptly to Patients requesting a return or raising a Dispute unless made during the Seller’s Holiday Period;

7.1.16 ensure stock levels are accurate in all material respects (and available);

7.1.17 prepare a suitable invoice for each order and ensure that this is sent to the Patient when requested;

7.1.18 ensure that where a Service or Product should not be sold to Patients under a certain age, the minimum age for that Service and Product is correctly entered into the SCP (where applicable). At IMW, any sales for Patients below 18 years old are forbidden;

7.1.19 indemnify IMW against all liabilities, costs, claims, actions, proceedings, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by IMW arising out of or in connection with any claims related to a breach of clause 7.1.18;

7.1.20 refrain from selling any Prohibited Services and Products (as detailed in Schedule 2);

7.1.21 refrain from uploading offensive or nude images or material or otherwise breaching IMW’s Terms of Website Use;

7.1.22 indemnify IMW against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by IMW arising out of or in connection with any claims related to a breach of clauses 7.1.20 or 7.1.21;

7.1.23 refrain from using the Site as an advertising portal, other than in listing the Services and Products which you are selling and permitted to sell under these Terms;

7.1.24 ensure any issues that the Seller wishes to raise with IMW with regards to the Site are communicated to IMW via a support ticket in IMW’s Support Centre or, if the Support Centre is not working – by email to [email protected];

7.1.25 not encourage direct communication with the Patient through the use of their email address, only the SCP at IMW Site;

7.1.26 not to use the Site to communicate with Patients to directly entice them to purchase the Service and Products from you in competition with the Site;

7.1.27 comply with all relevant legislation in particular but without limitation consumer protection legislation and data protection legislation (including in the UK the provisions of the Data Protection Act 2018);

7.1.28 ensure that the transactions entered into with Patients are lawful in the primary country of the Site and the jurisdiction in which delivery is to be made to the Patient.

7.1.29 not export, directly or indirectly, any products in breach of any applicable laws or regulations (including without limitation the UK and the United States export laws and regulations) to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such consent or approval;

7.1.30 comply with the policies of IMW on matters including but not limited to international trade as the same may be notified in writing to the Seller by IMW from time to time;

7.1.31 except where IMW is responsible for withholding and accounting for VAT, GST, sales taxes or any other taxes on the Products as described in clause 7.1.32, be solely responsible for the collection and payment of all taxes due in connection with the Services and Products sold by the Seller via the Site, including VAT (if applicable) and accordingly IMW shall not be responsible for collecting VAT from Patients on the Seller’s behalf;

7.1.32 where IMW is responsible for withholding and accounting for VAT, GST, sales taxes or any other taxes due in connection with the Services and Products sold by the Seller via the Site:

7.1.32.1 hold IMW harmless about such withholding; and

7.1.32.2 indemnify IMW against all liabilities, claims, actions, proceedings, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by IMW arising out of or in connection with such responsibility;

7.1.33 ensure compliance with the tax rules applicable to the Seller in the jurisdiction(s) in which the Seller operates. For this purpose, the Seller shall not misrepresent their location or the location of their items on the Site.

7.1.34 refrain from selling products that infringe on any third party’s intellectual property or proprietary rights.

7.2 Promotion of the Seller’s website or social media account or contact details:

7.2.1 The Seller may not include a link to, or otherwise provide the address of, or promote, its (or any third party’s) website or social media account or contact details on the SCP, any Product or Listing on the Site, in orders shipped that the Patient placed on IMW, or in any other means of communication with the Patient.

7.2.2 The Seller may not include its website, social network account, links to any websites, email address, postal address or contact number anywhere on the IMW Site, SCP or Listing or in any other means of communication with the Patient.

7.2.3 The Seller may not bid on IMW’s name or variations of the IMW brand, domain name, or brand name on Google or any other search engines or paid search sites.

7.2.4 The Seller acknowledges and accepts that ‘IMW’ is a trade mark of iMetaWellness Limited, and no rights or licences are granted to any Seller in this respect.

7.2.5 The Seller may not send promotional emails, catalogues, or other promotional material to Patients introduced to the Seller by IMW other than those branded solely as from IMW or discuss an order placed on the IMW Site.

7.3 Security

7.3.1 The Seller shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links at its own cost.

7.3.2 The Seller shall use its virus protection software and shall not knowingly access, store, distribute or transmit any viruses or deliberately introduce or permit the introduction of any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful during its use of the Site. The Seller may not copy, print, screenshot, photograph, forward to 3rd party(s), or video-record any information about the Patient, his personal or medical data, measurements, or/and any information received from the Patient before, during or after providing his Service(s).

7.3.3 The Seller must keep its username and password logins safe and not accessed by any other party. If these details are lost, or the Seller becomes aware that any other party has accessed them, the Seller must contact IMW immediately via the Site for new passwords.

7.4 Pricing and Order Processing Information

7.4.1 Service and Product Sale Prices should be inclusive of any applicable VAT and will be deemed to be so (if relevant to the Seller and such applicability is to be solely determined by the Seller and not the responsibility of IMW);

7.4.1.1 Each Service should not exceed £1,000.00 inclusive of tax, and Product Sale Price should not exceed £5,000.00 inclusive of tax and shipping. Services and Product listings with Product Sale Prices exceeding these limits will be removed from the Site.

7.4.2 The Seller acknowledges and accepts that:

7.4.2.1 it will comply with clause 12.5 of the IMW Customer Terms concerning incorrectly priced Services and Products;

7.4.2.2 where the Seller has updated the price of a Service or Product, the updated price may take up to 72 hours to display on the Site; and

7.4.2.3 where packaging and postage costs were not correctly inputted into the SCP, the Seller has no right to pursue the Patient for additional payments once the Patient has placed the order.

7.4.2.4 IMW may discount Services or Products for marketing activities. Any pricing changes actioned by IMW will not be deducted from the Seller’s payments.

7.4.3 Service and Product Sale Prices can be added to the Site using the SCP.

7.4.4 Once the Seller has received an order through the SCP, the Seller shall accept the order or decline it (see clauses 7.4.6 and 7.4.7), and if it does:

7.4.4.1 is obliged to fulfil and dispatch the Patient order as scheduled or as soon as reasonably practicable and for receipt within the following timeframes (“Timeframes“) which run from the point the Seller’s handling time (“Handling Time“) expires or, if no Handling Time is set, the moment the Patient submits the order through the Site:

Designated Product’s delivery Timeframes (in Working Days): 1, 1-2, 2-3, 3-5, 4-6, 6-8, 6-10, 10-15, 14-30

7.4.4.1.1 Product Orders must be dispatched within the Seller’s Handling Time, which can be set in the SCP for a maximum of seven Working Days.

7.4.4.1.2 Priority orders must be dispatched on the same Working Day if ordered before the priority cut-off time set in the SCP.

7.4.4.2 must notify the Patient promptly through the SCP at each of the following stages:

7.4.4.2.1 Dispatch of order; and

7.4.4.2.2 any enquiries relating to the order or delivery will be handled through the SCP.

7.4.5 The Seller acknowledges and agrees that IMW reserves the right to refund the Patient’s payment for an order if the Seller doesn’t meet the Timeframes for handling that order as detailed above. The Seller acknowledges and agrees to take all responsibility and losses due to such a situation. 

7.4.6 The Seller only accepts a Patient order on Service or dispatching the Product to the Patient. To avoid doubt, debiting a payment card shall not constitute acceptance of an order.

On your behalf, we will accept an order for your Service as per your schedule if the Service is provided in more than 48 hours, but you are not responding within 24 hours. But you still need to confirm it to us. Where a Service is not marked as confirmed within 24 hours of the order being placed, the order will be cancelled or refunded without any liability from IMW or a Customer.

Where a Product is not marked as dispatched within seven days of the order being made, the order will be cancelled or refunded without any liability from IMW or a Customer.

7.4.7 Where a Seller has not accepted an order as described in 7.4.6 or where the Seller has rejected or deemed to have rejected an order, IMW shall be entitled to refund the Patient’s payment for that order without any liability from IMW or a Customer.

7.4.8 The Seller must include the appropriate invoice (if the Patient requests) with all orders.

7.4.9 The Seller must not include any other materials (other than packaging) with the package or order delivered to the Patient, which will likely have a commercially detrimental effect on IMW, the Site or the IMW brand.

7.5 Delivery/video call/post and packing

7.5.1 Video call is made via the IMW platform only. No screen recording or any other means of audio or video recording; no photo of the ring and a screenshot is allowed.  

7.5.2 A range of shipping options will be available for the Seller to display on the Seller’s SCP area. The Seller will be responsible for selecting which options shall apply. The Seller may offer any appropriate option for the Seller’s Products and may choose from free shipping, flat rate shipping, weight-based shipping or multiple shipping costs where multiple Products have been ordered within the same order.

7.5.2 If additional packaging and postage costs apply to the Seller’s Products, where for example, the Products are heavy, fragile, bulky or precious or pricy (more than £20), the Seller is responsible for ensuring that these costs are considered on their Listing in the Product Sale Price.

7.5.3 The Seller must ensure that they select the shipping options from the SCP that apply to their Product, and once an order is made, they must ensure they send it according to the postage/shipping method selected by the Patient, or better. The Seller is responsible for the shipping and liable for any losses in the post, including any non-delivery, misdelivery, late delivery, theft or other error or mistake in connection with Products ordered through the Site.

7.5.4 The Seller must ensure that the Product is wrapped professionally and is suitable for the Product. The wrapping must be appropriate for the Product (for example, without limitation, (a) delicate items should be wrapped in bubble packaging, and (b) Products listed in any of the Sex & Adult categories should be delivered in discreet packaging).

7.5.5 The Seller must ensure that all customs and import duties are to be pre-paid for products delivered to addresses within the UK. The Customer is not responsible for the customs clearance and import duties for UK deliveries: the price shown for Products on the Site (along with any applicable delivery charges) is the price the Customer pays.

7.6 Returns and Refunds

7.6.1 By law, the Patient may cancel, return or obtain a refund for the Service ordered under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 within 30 (thirty) minutes from the time of order placement and for the Products – within 14 (fourteen) days of the delivery of the Products.

7.6.2 In addition, IMW requires Sellers to offer a goodwill returns policy allowing the Patient to refund payment for services within 24 (twenty) hours and return Products within 30 (thirty) days of the delivery of the Products provided the Products are in an unused and undamaged condition.

7.6.3 Patient’s remedies for faulty Products will not be less than those under the Consumer Rights Act 2015.

7.6.4 For these Terms:

7.6.4.1 “Cancellable Product” means a Product capable of return but excludes Non-Cancellable Products.

7.6.4.2 “Cancellation” means a Patient’s request to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

7.6.4.3 “Dispute” means a dispute raised by a Patient if a Product is faulty, misdescribed, damaged, not delivered or not delivered on time.

7.6.4.4 “Non-cancellable Service or Product” means:

7.6.4.4.1 personalised items that are specifically made to a Patient’s specification (e.g. a custom-made print), except where the Patient has chosen items from pre-determined upgrade options or standard off-the-shelf components;

7.6.4.4.2 items sealed for health protection or hygiene purposes which a Patient has unsealed after they receive them;

7.6.4.4.3 personalised items;

7.6.4.4.4 perishable items, including but not limited to food, drink and fresh flowers;

7.6.4.4.5 Audio or video recordings or computer software which a Patient has unsealed or opened after they receive them;

7.6.4.4.6 newspapers, periodicals or magazines; and

7.6.4.4.7 items that cannot be returned (such as where it is physically impossible to return items or where objects cannot be restored to the same physical state as they were supplied. For example, video consultation and onsite consultation, reports generated as a result of service provided and similar not material Products and Services.

7.6.5 Cancellation requests submitted within 30 (thirty) minutes of placing the order will be processed automatically. Requests submitted after this time will be sent to the Seller for review. Orders will not be visible to the Seller via the SCP until after the 30 minutes for automatic Cancellations.

7.6.6 Any request for Cancellation (under clause 7.6.1) or a goodwill refund (under clause 7.6.2) after 30 minutes shall be dealt with directly between the Seller and the Patient through the SCP. The Patient must contact the Seller through their online account, and the Seller will receive an email notification through the SCP.

7.6.7 The statutory right to cancel (under clause 7.6.1) applies to Cancellable Products. However, it does not apply to Non-cancellable Products.

7.6.8 If the Patient exercises the statutory right to cancel (under clause 7.6.1) a Cancellable Product within 14 days of delivery:

7.6.8.1 provided that the Patient has not used the Product and it is returned to the Seller in its original packaging, the Seller shall give the Patient a full refund of the Product Sale Price and any postage costs; or

7.6.8.2 if the Patient has used the Product or had it installed, the Seller may be unable to sell it to someone else, thereby reducing its value. The Seller may reduce the Patient’s refund of the Product Sale Price (excluding postage costs) to reflect any such reduction in the value of the Product; and

7.6.8.3 the Seller shall process any refund due to the Patient as soon as possible (usually within 3 Working Days) and, in any case, no later than 14 days from the date the Seller receives the Product back from the Patient.

7.6.9 If the Patient requests a goodwill refund (under clause 7.6.2), the Seller shall process the refund as soon as possible (usually within 3 Working Days) after the Seller receives the Product back from the Patient provided that the Product is unused and undamaged condition.

7.6.10 If the Patient ends their Contract with the Seller and requires a refund because a Product is faulty or misdescribed or because they have a legal right to do so as a result of something the Seller has done wrong, the Seller shall either (at its discretion) (1) pay the costs incurred by the Patient in returning the Product to the Seller or (2) arrange for collection of the Product at the Seller’s cost and refund to the Patient the total cost of the Product and the delivery charges. Any refund made shall be processed by the Seller as soon as possible (usually within 3 Working Days of the date of return or collection).

7.6.11 All refunds shall be processed via the SCP, and the Seller shall not issue refunds by cheque or other similar means.

7.6.12 The Seller shall ensure that when selling on the Site, a returns address within the UK or Northern Ireland is provided on the Seller Page to which a Patient may return a Cancellable Product. Alternatively, the Seller shall:

7.6.12.1 provide the Patient with either (i) a pre-paid returns label to return a Cancellable Product or (ii) a refund without requesting the Cancellable Product must be returned; or

7.6.12.2 arrange for collection of the Product at the Seller’s cost.

7.7 Payment

7.7.1 Payments for Products on the Site shall be made directly by a Patient to the Seller through the Site, using Stripe (https://stripe.com/). Transactions shall be recorded on the Seller’s designated SCP. The Seller must check the SCP daily for alerts of new orders.

7.7.2 Once the Patient has submitted their order through the Site, funds are taken from the Patient and held by Stripe until the order is marked as dispatched in the SCP by the Seller. Only once the order is marked as delivered will the funds be released from Stripe to the Seller. During this process, the transaction within the Seller’s account will show as “Payment on hold by IMW”.

7.7.3 The Seller hereby appoints IMW as its payment processing agent to manage payments from Patients and make any necessary refunds on your behalf in line with these Terms.

7.7.4 IMW shall notify the Seller by email of orders awaiting Dispatch in their SCP, but IMW does not warrant the reliability of email communications.

7.7.5 Following such notification, the Seller shall process every order it accepts by the Timeframes, using the Seller’s SCP access. Upon Dispatch of each order, the Seller shall further confirm this with the Patient through their SCP by clicking the “Confirm”, “Dispatch”, or “Delivered” button. This also signifies acceptance of the Patient’s order.

7.7.6 subject to clause 7.7.7, IMW shall pay the Seller the Product Sale Price together with shipping costs for the relevant Service or Product less the applicable Product Sales Fee and the applicable Product Boost Fee (and any VAT chargeable by IMW on such sums, subject to receipt by the Seller of a valid VAT invoice from IMW) (if any). In addition, where the parties agree to a Product Boost Fee, the Seller agrees to pay an additional fee (between 1-20%) if a Service or Product sells from a boosted position of sale. The Seller can control the listings to which the boost function is applied and can be disabled at any time, although the system can take up to 24 hours to update across all channels (during which time the Product Boost Fee will continue to apply).

7.7.7 Sometimes, a Patient may pay for Services or Products using Discount Codes (as defined in our Discount Codes Terms), which we have issued to them through the Site, or we may offer discounts through price crash events. However, these promotions shall not affect the Seller’s right to receive full payment as stated in clause 7.7.6.

7.7.8 IMW reserves the right to change the Monthly Subscription Fees or the Service or Product Sales Fee upon providing the Seller with 30 days prior written notice.

8 Limitation Of Liability And Indemnity

8.1 Nothing in these Terms shall limit or exclude our liability:

8.1.1 for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or

8.1.2 fraud or fraudulent misrepresentation;

8.2 Subject to clause 8.1:

8.2.1 we shall not be liable to you, whether in Contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, for any loss of profit, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or contracts, or for any indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

8.2.2 our total aggregate liability to you arising under or in connection with the sale of the Service or Products to the Patients and these Terms, whether in Contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall not exceed the total amount in Monthly Subscription Fees that you have paid to us in the six months immediately preceding the date on which the claim arose; and

8.2.3 we assume no liability concerning your Service or Products listed and sold via IMW Site. It is your responsibility to take out the relevant insurance necessary to cover the cost of the Services and Products you are supplying to Customers if they are low/lousy quality or lost or damaged in transit.

8.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

8.4 The Seller shall indemnify and hold IMW harmless against all liabilities, claims, actions, proceedings, expenses, damages, losses and costs (including but not limited to any direct, indirect or consequential losses, and all interest, penalties, taxes, duties and legal fees and all other reasonable professional costs and expenses) arising out of or in connection with the Seller’s use of the Site.

8.5 From time to time, it will be necessary for IMW to perform Site updates and maintain the Site. Although we will try to do this at times which are least likely to inconvenience our Sellers and Patients, and we will always try to notify Sellers of any planned maintenance, we shall have no liability to you for loss of profits or any other losses caused by maintenance carried out on the Site or downtime of the Site.

9 Termination

9.1 Without limiting each party’s other rights or remedies available to it, each party may terminate the Seller’s membership of the Site with immediate effect by giving written notice to the other party if:

9.1.1 the other party fails to pay any undisputed amount due under these Terms on the due date for payment and fails to remedy that breach within 30 days after receipt of a written notice giving full particulars of the infringement and requiring it to be remedied;

9.1.2 the other party commits a material breach of any other terms of these Terms which breach is irremediable or (if such breach is remediable) fail to remedy that breach within 30 days after receipt of a written notice giving full particulars of the infringement and requiring it to be remedied;

9.1.3 the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to these Terms;

9.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy;

9.1.5 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits its inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

9.1.6 the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than concerning a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for a solvent restructuring in such manner that the company resulting from the restructuring effectively agrees to be bound by or to assume the obligations imposed on it under these Terms), having a receiver or administrative receiver appointed to or a creditor or encumbrancer taking possession of any of its assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.1.7 the other party suspends or ceases, or threatens to suspend or cease, to carry all or a substantial part of its business.

9.2 Without limiting our other rights or remedies, if the Seller fails to achieve the Seller performance metrics across the Site in any month, then we will provide you with written notice of such failure setting out full details of such loss, and we will work with you to help you meet the seller metrics in subsequent months. If (subject to us providing you with such notice after the first month) you fail to meet the same seller performance metric(s) across the Site for two consecutive months, we shall have the right, at our absolute discretion, to:

9.2.1 Grant the Seller only Restricted Access to the SCP; and/or

9.2.2 terminate your Site membership by giving you 30 days written notice.

9.3 Without limiting your other rights or remedies, you shall have the right to terminate your Site membership by giving us 30 days written notice through the SCP.

9.4 Without limiting our other rights or remedies, we shall have the right to immediately suspend your access or grant you only Restricted Access to the SCP if you commit a material breach of clause seven or any other provision of these Terms and, in the case of an infringement which is capable of remedy, fail to remedy the same within 30 days after receipt of a written notice giving full particulars of the infringement and requiring it to be healed.

10 Consequences Of Termination

On termination of your membership of the Site:

10.1 if IMW terminates your membership of the Site, all sums due to IMW by these Terms shall become immediately due and payable;

10.2 if IMW terminates your membership by clause 9.2.4 or you terminate your membership by any of the provisions of clause 9, you shall continue to pay to us all of our outstanding Monthly Subscription Fees, any other fees set out under clause six and any different amounts which are appropriately owed to us together with any applicable VAT by these Terms;

10.3 you shall ensure that all orders placed before termination are fulfilled where your level of access to the SCP permits you to do so;

10.4 you shall return to us any property which belongs to us. Until such parcel has been returned, you shall be solely responsible for its safekeeping and will not use it for any purpose;

10.5 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected or prejudiced. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;

10.6 all licences granted under these Terms will expire on termination unless required for clause 10.2;

10.7 clauses which expressly or by implication have effect after termination shall continue in full force and development; and

10.8, you acknowledge and accept that we reserve the right to pass your contact details to a Patient where unresolved Disputes or issues remain between you and the Patient on termination of these Terms.

11 Confidentiality

11.1 IMW will take all precautions to store the Seller’s Product and business information securely and will not share this with any third party unless the Seller grants specific permission.

11.2 Neither party will disclose any details of the other party’s operations (including the functions of the SCP and marketing plans) to any third parties except its group companies and employees, workers, consultants, agents or representatives that have a genuine need to know that information in connection with the implementation of these Terms (“Permitted Recipient”) provided that the disclosing party informs those Permitted Recipients of the confidential nature of the information before it is revealed and procures that those Permitted Recipients comply with the obligations in this clause 11 as if they were the disclosing party. The disclosing party shall be liable for the actions or omissions of the Permitted Recipients as if they were the actions or omissions of the disclosing party.

11.3 Seller must keep confidential any information received from the Patient and shall not use it in any way without the prior written consent of the Patient and IMW.

11.4 The confidentiality obligations under these Terms shall remain in effect for 3 (three) years after the termination or expiry of these Terms. 

12 Intellectual Property Rights

12.1 The copyright, design rights and all other intellectual property rights in the Site and in any materials and other documents or items that we prepare or produce in any form whatsoever in connection with the Site (“Documentation“) belong to IMW absolutely and unconditionally.

12.2 You may not use the Documentation without IMW’s prior written consent.

12.3 You acknowledge and accept that the copyright, design rights and all other intellectual property rights in a Listing will belong to us absolutely or have been licensed to us. Listing a Service or Product against a Listing does not grant you any intellectual property rights in that Listing.

12.4 We hereby grant you a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right to use each Listing for advertising the Service or Products you sell through the Site.

12.5 Except as expressly stated in clause 12.4 above, these Terms do not grant the Seller any rights to, under or in, any copyright, designs, patents, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Site or any of our Documentation.

12.6 IMW represents, undertakes and warrants that it is the legally beneficial owner of all intellectual property on the Site (including, without limitation, the SCP) or has an irrevocable licence to use such intellectual property for the purposes for which it is used. IMW shall indemnify the Seller and hold the Seller harmless against any and all damages, liabilities, costs, expenses and losses arising out of or relating to any non-compliance or breach of this clause 12.5. IMW acknowledges and agrees that clause 8 shall not apply concerning this indemnity.

12.7 Your name, logo and all other intellectual property rights related to you (including those in any materials and other documents or items we prepare or produce in connection with the Site) will belong to you.

13 Seller’s IPR Warranty And Indemnity

13.1 The Seller warrants IMW that it is the legally beneficial owner of all the IPR (intellectual property rights) and/or possesses a valid licence to use the materials which it provides or uploads to the Site, including the data, information (for example, Listing Information and Seller Information), photographs, logos and images and the use of any such materials by IMW according to these Terms will not infringe the IPR of any third party.

13.2 The Seller shall indemnify IMW and hold IMW harmless against any and all claims, actions, proceedings, damages, liabilities, costs, expenses and losses (including without limitation court costs and reasonable legal fees) arising out of or relating to any non-compliance or breach of this clause 13.

13.3 For these Terms, “IPR” shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in set-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in computer software, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will exist now or in the future in any part of the world.

14 Law And Jurisdiction

Contracts for purchasing goods or services through our Site shall be governed by English law exclusively. Accordingly, any dispute or claim arising from or related to such agreements (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of London, England.

15 General

15.1 Neither party shall be responsible if it is prevented from or delayed in performing any of our obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, strikes, attack of a hacker/s, an act of God, pandemic, epidemic, lockdown, COVID-19 related matters, the ending of the transition period for the UK’s departure from the EU, war, riot, civil commotion, Artificial Intelligence software unauthorised actions, alien/UFO actions, natural disaster, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15.2 No party shall assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under these Terms without the other party’s prior written consent, provided at all times that the Seller is permitted to assign or subcontract its obligations under these Terms to its group companies.

15.3 Any notice or other communication required or permitted to be given to a party under these Terms shall be deemed to have been validly given if served personally on that party or if sent by First Class pre-paid post to that party’s registered office (if a company) or its principal place of business (in any other case) or if sent by email to that party’s email address as set notified to the other party in writing by this clause. In addition, any notice or other communication shall be deemed to have been received: (a) if served personally, on signature of a delivery receipt; (b) if sent by First Class pre-paid post, 2 Working Days after the date of posting; and (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours mean 9.00 am to 5.00 pm on a Working Day.

15.4 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.5 If any provision or part-provision of these Terms is or becomes void, voidable, illegal or otherwise unenforceable (or indications to that effect are received by us from any competent authority), then that provision shall be deemed deleted to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable. Suppose any provision or part-provision of these Terms is deemed deleted under this clause. In that case, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original condition.

15.6 Nothing in these Terms is intended or shall be deemed to create a partnership or joint venture between the parties, nor authorise either party to act as an agent for the other. You shall have no authority to act in our name, on our behalf, or otherwise to bind us in any way (including making any representation or warranty, the assumption of any obligation or liability and exercising any right or power).

15.7 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.8 No variation of these Terms shall be binding unless made in writing and signed by you and us.

15.9 These Terms exclude any other terms you seek to impose or incorporate or are implied by law, trade custom, practice or course of dealing.

15.10 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed by English law.

15.11 Each party irrevocably agrees that the English Courts of London, England, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

15.12 References in these Terms to “writing” includes email (provided a valid server delivery receipt supports the email).

Schedule 1

Fees

Monthly Subscription Fees

Standard Seller Subscription Fee: £25 per month (plus VAT)

Partner Seller Subscription Fee: £49 per month (plus VAT)

Subscription Waiver Guarantee

For Sellers paying the Standard Seller Subscription Fee, the Subscription Waiver Guarantee will be automatically applied when the Seller pays the first month’s Standard Seller Subscription Fee and will continue to be applied for each month in which the Seller’s sales for that month do not exceed £500.

The selling SP charges a selling fee detailed below:

Boosting Fees are not applicable at the moment.

Selling Fees (plus VAT) can be found by calculating the following:

• Correct % of the Service or  Product Sale Price (as per the Selling Fee table above);
• Boosting Fee %, and
• % of the total cost, including delivery;

and adding the three to find the total.

IMW selling fees are set at a minimum of 0.9p (0.9 pence) per Product. If, for any reason, the selling fees work out to be less than this amount, the Seller will be charged £0.9 regardless.

IMW may discount Selling Fees for the IMW marketing activity. Discounted fees are a marketing tool actioned by IMW to offer the Patient a saving and will appear on your invoice (as detailed in clause 4.8) accordingly.

Schedule 2

Prohibited Products

If a product is defined as a Prohibited Product by either IMW or Stripe, it must not be sold on the Site unless we agree in writing.

You may not sell any of the following:

• Products that are illegal in any way or contravene local rules or legislation.
• Explosives, weapons and related items.
• Animal parts or products.
• Counterfeit, unauthorised or unlicensed merchandise.
• A Product is not marked with the CE mark.
• A medical device not marked with the CE or FDA mark.
• An electronic good not marked with the CE mark, without a plug, or which has been subject to a product safety recall.
• A Product which infringes the IPR of a third party.
• Offensive and/or Controversial Materials, classified as Products that promote, incite or glorify hatred or violence towards any person.
• Unauthorised or restricted chemicals including but not limited to biocides, pesticides, and detergents.

You may not sell any of the following in the United Kingdom (if you are selling in other parts of the world, you must comply with equivalent local regulations in respect of these and any similar matters):

• An electronic good without a 3-pin UK plug (excluding shavers and similar electrical grooming Products).
• Medicinal Products not authorised for sale in the UK or a format the MHRA defines as requiring a prescription or supervision by a licensed practitioner.
• Veterinary medication is not authorised for sale in the UK or defined as requiring a prescription by the VMD.
• Zero-powered cosmetic contact lenses can be supplied only under the supervision of a registered optometrist, dispensing optician or medical practitioner.

You can see which Services or Products violate Stripe’s Acceptable Use Policy here: https://stripe.com.

If you are unsure whether a Product or Service is a Prohibited Product, please get in touch with us, and we can let you know. Existing Sellers can submit a ticket via their account.

Schedule 3

Information for publication on SP’s page

Short bio

Full information

Photo

Schedule 4

Referral fees

Contact Seller support for more details.