OLIO EXCHANGE LIMITED
TERMS AND CONDITIONS
Last updated: October 2nd 2020
Please note, OLIO’s use of “Buyer”, “Seller”, “Sale” and “Purchase” below are for ease of reference only. With the exception of Items offered for Sale on the Made feature, ALL Items offered or requested on the FREE section of the App must be FREE OF CHARGE.
This document sets out the terms and conditions (“Terms”) on which you (“you” or “User”) may use:
i) the OLIO Exchange Limited (“OLIO, “us” “we” or “our”) website at www.OLIOex.com; and
ii) the OLIO application,
for the purposes of these Terms, both the website and the application shall be referred to as the “App”.
The App facilitates the Sale and Purchase of Food and/or Items through the Platform.
Please read these terms carefully before using the App. By using the App, you agree to comply with and be legally bound by these Terms, whether or not you become a registered User of the Services. These Terms govern your access to and use of the App and constitute a binding legal agreement between you and OLIO. You are advised to print and retain a copy of these Terms for your future reference.
- Section A contains general provisions which apply to all Users of the App.
- Section B applies to Buyers.
- Section C applies to Sellers.
- Section D applies to the “Goals” feature.
- Section E: applies to the “Made” feature.
For the purposes of these Terms:
“Buyer” means the purchaser or recipient of an Item or Items offered for Sale;
“Food” means food or foodstuffs, or drinks;
“Items” means non-food items and/or Food;
“Platform” means the App’s software as a service platform;
“Purchase” means requesting to buy for payment or any other form of transfer/exchange, whether free of charge or not;
“Sale” means the offering for sale, a sale, any form of transfer or exchange, whether free of charge or not, distribution and any other form of transfer or exchange; and
“Seller” a person who offers an Item or Items for Sale.
SECTION A: GENERAL PROVISIONS
1.INFORMATION ABOUT OLIO AND THE APP
1.1 The App is owned, managed, operated and maintained by OLIO Exchange Limited, (company number: 09428660), and having its registered address at 157a Nelson Road, London, England, N8 9RR, United Kingdom.
1.2 OLIO is an online marketplace which allows Users to advertise (“Add”) Items on the Platform for the purpose of making a Sale to other Users. The App also allows Users to search for (“Browse”) Items to Purchase.
1.3 The Users can also create personal OLIO profiles (“Profiles”), communicate with other OLIO Users and OLIO (via the forum and otherwise), provide feedback on their experiences and use such other Services (“Services”) available on the App from time to time.
1.4 OLIO shall be entitled at its own discretion to suspend the App for any reason whatsoever, including, but not limited to, repairs, planned maintenance or upgrades to the App or Platform. OLIO shall not be liable to you for any losses, damages, costs or expenses arising from or in connection with any suspension or unavailability of the App, including, but not limited to, preventing you from using the Platform or using any of the Services available on the App.
1.5 OLIO reserves the right to make any changes to the App including any functionalities and content therein or to discontinue any aspect of the same without notice to you.
1.6 OLIO relies on third party providers (such as network providers, data centres and telecommunication providers) to make and host the App and the content therein and the Services available to you. Whilst OLIO takes all reasonable steps available to it to provide you with a good level of service, you acknowledge and agree that OLIO does not warrant that the App shall be uninterrupted or fault-free at all times. OLIO therefore shall not be liable in any way for any losses, damages, costs or expenses you may suffer as a result of delays or failures of the Services and App as a result of OLIO or its service providers.
1.7 OLIO may be contacted at 157a Nelson Road, London, England, N8 9RR, United Kingdom or by email at: firstname.lastname@example.org.
2.1 By registering your details with OLIO as a User, you warrant that:
2.11 you are legally capable of entering into binding contracts;
2.12 you are at least 18 years old;
2.13 the information provided by you to OLIO is true, accurate and correct. You further warrant that you shall promptly notify OLIO in the event of any changes to such information; and
2.14 you are not in any way prohibited by the applicable law in the jurisdiction in which you are currently located to enter into these Terms for the use of the Services and Sale of Items.
3.1 In order to browse items or complete a transaction as a Buyer or Seller within the App, you must firstly complete the registration form and set up an account as an OLIO User (“Account”).
3.2 All registered Users are able to use the App both as a Buyer and a Seller, and are subject to the Terms in relation to Buyer and Seller, as applicable.
3.4 OLIO may give you the opportunity to invite friends by email, SMS, Facebook or WhatsApp to join the App. OLIO is not liable for any communication that you make via such third party applications, websites or other forms of media.
3.5 You shall keep your registration details for the App (“Login Details”) confidential and secure. Without prejudice to any other rights and remedies available to OLIO, OLIO reserves the right to promptly disable your Login Details and suspend your access to the App in the event that OLIO has any reason to believe you have breached any of the provisions in these Terms.
3.6 Notwithstanding the foregoing, OLIO reserves the right to:
3.6.1 accept or reject your application to register for any reason; and
3.6.2 suspend your Account and/or refuse you access to the Services and/or App (partly or wholly) if you breach any of the provisions in these Terms.
3.6.3 No action or inaction on the part of OLIO to exercise its rights in accordance with 3.6.1 and/or 3.6.2 shall be taken as an acceptance of any actions or inactions on your part.
4. USER OBLIGATIONS
4.1 You agree that you are solely responsible and liable for all activities carried out by your use of the App, including, but not limited to, for the content of any communication made when using or about the App.
4.2 You shall not upload to the App (through your use of the Services), any information, reviews, comments, images, third party URL links or other material whatsoever in any format (“User Submissions”), whether within your personal Profile, when submitting a review in relation to another User or elsewhere on the App that, in OLIO’s reasonable opinion, may be deemed to be offensive, illegal, inappropriate or that in any way:
4.2.1 promotes racism, bigotry, hatred, homophobia or physical harm of any kind against any group or individual;
4.2.2 harasses or advocates harassment of another person;
4.2.3 displays pornographic or sexually explicit material;
4.2.4 promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
4.2.5 promotes any illegal activities;
4.2.6 provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
4.2.7 promotes or contains information that you know or believe to be inaccurate, false or misleading;
4.2.8 engages in or promotes commercial activities and/or sales, including but not limited to contests, sweepstakes, barter, advertising and pyramid schemes, without the prior written consent of OLIO; or
4.2.9 infringes any rights of any third party (including, but not limited to, their intellectual property rights).
4.3 You acknowledge that making a User Submission does not guarantee that such User Submission, or any part thereof, shall appear on the App whether or not the submission of such User Submission is part of the Services. You agree that OLIO may, at its sole discretion, choose to display or to remove any User Submission or any part of the same that you make on the App, and you hereby grant to OLIO a non-exclusive, perpetual, irrevocable, worldwide license to do so.
4.4 You hereby grant to OLIO a non-exclusive, irrevocable licence to make the User Submissions available to other Users of the App.
4.5 If you believe that any User Submission made by another User is inappropriate, please contact OLIO using email@example.com. OLIO shall use its reasonable endeavours to review the relevant User Submission as soon as is practicable and shall take such action as it deems necessary, if any at all. If a User Submission is deemed to be in breach of these Terms, OLIO reserves the right at its absolute discretion to suspend a User Account.
4.5 You further agree that at all times, you shall:
4.6 not use your Login Details with the intent of impersonating another person;
4.6.1 not allow any other person to use your Login Details;
4.6.2 not use the information presented on the App or provided to you by OLIO for any commercial purposes;
4.6.3 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the App;
4.6.4 not infringe any rights of any third parties (including, but not limited to, their intellectual property rights);
4.6.5 comply with all instructions and policies from OLIO from time to time in respect of the use of the Platform, the Services and the App;
4.6.6 co-operate with any reasonable security or other checks or requests for information made by OLIO from time to time; and
4.6.7 use the information made available to you on the App and through the Services at your own risk.
4.6.8 In the event that you have a dispute with any other User of the App, you hereby release OLIO from any claims, demands, losses. expenses and damages (whether direct, indirect actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such dispute.
5. EXCLUSION OF WARRANTIES AND OLIO’S LIMITATION OF LIABILITY
5.1 Subject to conditions 5.4 and 5.5, if OLIO fails to comply with these Terms, OLIO shall be given a reasonable opportunity to rectify any errors and to re-perform its obligations hereunder. If OLIO’s failure to comply with its obligations is not remedied in accordance with this clause 5.1, then OLIO shall only be liable for losses, damages, costs or expenses which are a reasonably foreseeable consequence of such failure (whether arising in contract, tort (including negligence) or otherwise), up to a maximum of one hundred pounds sterling (£100).
5.2 Further, you acknowledge and agree that where the App includes views, opinions, advice or recommendations, such views, opinions, advice and recommendations are not attributed to OLIO nor are they endorsed by OLIO and to the maximum extent permitted by law, OLIO excludes all liability for the accuracy, defamatory nature, completeness, timeliness, suitability or otherwise of such views, opinions, advice or recommendations.
5.3 OLIO does not routinely monitor or control any User Submission, or other information made available to you through your use of the Platform, the Services and/or the App. Consequently, OLIO does not warrant or guarantee the accuracy, correctness, reliability or suitability in respect of any User Submission or any other information made available to you through your Sale or Purchase of the Items offered, the Services and/or the App. OLIO cannot advise you or assist you in making or refraining from making a decision, or in deciding on a course or specific cause of action. If you intend to use and/or rely upon any User Submission or any other information made available to you through your use of the Platform, the Services and/or the App, you do so at your own risk and liability. If OLIO is made aware that a User Submission is incorrect, it may correct the User Submission as it sees fit. For example, if a Food has been incorrectly labelled/categorised as a non-food Item.
5.4 In accordance with condition 4.5, other Users may report to OLIO any User Submission that is deemed by the other User to be incorrect or inappropriate and OLIO will investigate all such reports and reserves the right to deal with the User Submission and the User, as it sees fit.
5.5 Subject to condition 5.6, OLIO shall not be liable for losses (whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable) that result from its failure to comply with these Terms that fall into the following categories:
5.5.1 consequential, indirect or special losses;
5.5.2 loss of profits, income or revenue;
5.5.3 loss of savings or anticipated savings, interest or production;
5.5.4 loss of business or business benefits;
5.5.5 loss of contracts;
5.5.6 loss of opportunity or expectations;
5.5.7 loss of goodwill and/or reputation;
5.5.8 loss of marketing and/or public relations time and/or opportunities;
5.5.9 loss of data;
5.5.10 loss of management or office time; or
5.5.11 any other losses howsoever arising.
5.6 Nothing in these Terms excludes or limits OLIO’s liability for:
5.6.1 death or personal injury caused by its negligence;
5.6.2 fraud or fraudulent misrepresentation by OLIO; or
5.6.3 any other matter for which it would be illegal for OLIO to exclude or attempt to exclude its liability.
5.6.4 Commentary and other materials posted on the App or provided by OLIO are not intended to amount to advice on which reliance should be placed. OLIO therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any User of the App, or by anyone who may be informed of any of its contents. Further, responsibility for decisions taken on the basis of information, suggestions and advice given to you by OLIO shall remain solely with you.
5.7 OLIO does not in any way participate nor shall it be liable in any way for whatever reason for any communication, transaction, meet-up, set-up or relationship between you and other Users. OLIO therefore recommends that you take all safety precautions when contacting, socialising and engaging in social gatherings or meetings, including without limitation with regard to the Sale and Purchase of Items, with other Users.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 OLIO and its licensors own all the intellectual property rights in and relating to the App, Services and Platform.
6.2 You are expressly prohibited from:
6.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the App except for the purposes of sharing content on social media such as Twitter, Facebook, etc; and
6.2.2 removing, modifying, altering or using any registered or unregistered marks/logos/designs owned by OLIO or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of OLIO or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to OLIO.
6.3 Provided that OLIO is unaware of any infringement of any third party intellectual property rights at the time you submit any User Submissions, OLIO shall not be liable in any way to you or any third party for any breach of such rights subsequently notified to you or OLIO.
7 PRIVACY AND DATA PROTECTION
8. FORCE MAJEURE
8.1 OLIO shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control (“Force Majeure Event”).
8.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond OLIO’s reasonable control and includes in particular (without limitation) the following:
8.2.1 strikes, lock-outs or other industrial action;
8.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
8.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
8.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
8.2.5 impossibility of the use of public or private telecommunications networks; and
8.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
8.3 OLIO’s performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and OLIO shall have an extension of time for performance for the duration of that period. OLIO will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under these Terms may be performed despite the Force Majeure Event.
9. COMPLAINTS AND TERMINATION
9.1 If you wish to lodge a complaint about another User for breaching any of these Terms, you may do so by sending OLIO details of your complaint by emailing firstname.lastname@example.org. OLIO will use its reasonable endeavours to respond to your complaints within a reasonable time and to take reasonable action which it deems appropriate to resolve or rectify the subject matter of such complaints.
9.2 OLIO may suspend or terminate your use of the Services and/or App if:
9.2.1 any of OLIO’s third party communication network providers cease to make their services available to OLIO for any reason;
9.2.2 OLIO believes you or someone using your login details has failed to comply with one or more of these Terms;
9.2.3 OLIO believes there has been fraudulent use, misuse or abuse of the Services; or
9.2.4 OLIO believes you have provided any false, inaccurate or misleading information.
9.2.5 On termination, your access to the App shall cease and OLIO may delete your Profile.
10.1 If OLIO fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
10.2 A waiver by OLIO of any default shall not constitute a waiver of any subsequent default.
10.3 No waiver by OLIO of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
10.4 For the avoidance of doubt, references to ‘writing’ shall be deemed to include email.
10.5 OLIO reserves the right to use third party suppliers or sub-contractors at any time and in any way, in respect of the performance of its obligations under these Terms.
10.6 If any of these Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
10.7 These Terms and any document expressly referred to in them represent the entire agreement between you and OLIO in respect of your use of the App and your use of the Platform and the Services, and shall supersede any prior agreement, understanding or arrangement between you and OLIO, whether oral or in writing.
10.8 You acknowledge that in entering into these Terms, you have not relied on any representation, undertaking or promise given by or implied from anything said or written whether on the App, the internet or in negotiation between you and OLIO except as expressly set out in these Terms.
10.9 OLIO may alter or amend our Terms by giving you reasonable notice. By continuing to use the App after expiry of the notice period, or accepting the amended Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms. If, on receipt of such notice, you wish to terminate your access to the App, you may do so by giving us not less than 7 (seven) day’s written notice, (which may be by e-mail), such termination to take effect on the date upon which the amended Terms would otherwise have come into effect.
10.10 These Terms are governed by and construed in accordance with English law. The Courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of these Terms.
10.11 If any dispute arises in connection with these Terms, the parties will attempt to settle it by correspondence and for business users by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.
10.12 The mediation will take place in London, England and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with the substantive law of England and Wales. If the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be referred to the courts of England and Wales
SECTION B: BUYERS’ TERMS AND CONDITIONS
Upon registration as a User, and in consideration of your compliance with these terms and conditions, OLIO will provide you with the Buyer Services as described in this section B. You are a Buyer if you request and make arrangements to collect or receive any Items (for free or for payment) through the App.
12. BUYER SERVICES
12.1 Subject to condition 1.5 of Section A above, the Buyer Services will comprise of the following:
12.1.1 the facility to create a Profile page (including a photo) which can be accessed by the Sellers;
12.1.2 the ability to search for Items offered from Sellers who have registered with the App;
12.1.3 the ability to communicate with other Sellers using the App;
12.1.4 the facility to review and/or submit feedback on Sellers; and
12.1.5 access to any other features and functionality for the Buyer Services provided by OLIO to Buyers from time to time.
12.2 You acknowledge and agree that all transactions are subject to acceptance by the Sellers. The contract for fulfilment of a transaction is created between you and the Seller, which will only be formed once you have received such acceptance. OLIO is not responsible for either party’s performance under such a contract and OLIO makes no guarantee that the obligations of either party under the contract will be fulfilled.
13. ADDITIONAL OBLIGATIONS AS A BUYER
13.1 You must at all times use the Buyer Services and the App in accordance with these Terms. In particular, all content and material uploaded to or forming part of your Profile must comply with the rules relating to User Submissions set out in Section A of these Terms.
13.2 As a Buyer, you are responsible for:
13.2.1 ascertaining the identity of any Sellers;
13.2.2 verifying the Price of any Items, which you acknowledge will be determined at the Seller’s sole discretion;
13.2.3 ensuring you have sufficient information relating to any health & safety risks, including ascertaining that the Seller is, where applicable, registered or licensed as appropriate with the relevant authority. This may include being registered or licensed as a food business;
13.2.4 any review of Seller to be fair, honest and reasonable; and
13.2.5 verification of all information provided by the Seller in relation to any food items provided, including the ingredients and allergy information.
13.3 In using the Buyer Services, you must:
13.3.1 not provide information (including in your Profile) which you know to be inaccurate, false, incomplete, untrue or is or may be deemed to be a misrepresentation of the facts; and
13.3.2 immediately notify OLIO in the event you have any reason to believe or suspect that a Seller has breached any of the terms under Section A or that any Seller Profile is not genuine, or is false, inaccurate and/or incomplete.
14. ADDITIONAL EXCLUSION OF WARRANTIES
14.1 You acknowledge and agree that the Services provided by OLIO are limited to providing you with a forum to attempt to source Items and connect you with Sellers. When you use the Buyer Services, OLIO does not warrant or guarantee:
14.1.1 that you will find Items suitable to your specific tastes, dietary needs or other requirements;
14.1.2 the status of any Seller as a business or that they are compliant with any standards set by the relevant food competent authority (such as UK: Food Standards Agency; USA: Food and Drugs Administration: Australia/New Zealand: Food Standards Australia New Zealand);
14.1.3 the premises used by a Seller are suitable for cooking and preparing or, where applicable, registered with their local environmental health department;
14.1.4 that the Sellers’ Profiles are genuine;
14.1.5 that any information or documentation made available on a Seller’s Profile is authentic, valid, accurate or otherwise complete; or
14.1.6 the identity of the Seller using the App.
14.2 OLIO is not responsible in any way for the quality or supply of any Items by the Sellers. Such items are to be provided by the Sellers on terms and conditions as may be agreed between you and the Seller.
14.3 In the event there is a dispute between you and any Seller, or if the Items provided by a Seller are not provided to a satisfactory standard or at all, you agree OLIO is not liable (including but not limited to any loss, damages, costs or expenses or personal injury) suffered or incurred by you in the course of receiving such Items from a Seller, and you release and hold harmless OLIO from anything you may suffer or any liability in relation to such dispute.
15. DONATIONS MADE VIA THE OLIO APP
15.1 DONATIONS GENERAL
15.1.1 The Seller may provide the Buyer, with the option to make a financial donation prior to the supply of any Items.
15.1.2 Donations referred to in condition 15.1.1 may be made solely and directly to OLIO (known as “Direct Donations” or “Donations”).
15.1.3 All Donations referred to in condition 15.1.1 are handled by Stripe through their secure payments processing website (https://stripe.com/gb) and will attract a payment handling fee determined by them.
15.1.4 When a Donation is made via the App, the transaction is final and not disputable unless unauthorised use of your payment card is proved. If you become aware of fraudulent use of your card, or if it is lost or stolen, you must notify your card provider in accordance with its reporting rules.
15.1.5 Before we can process a Donation, you must provide: (i) your name, address and email address; and (ii) details of the credit or debit card that you wish to use to fund the donation. This information is used to process your donation. It is your responsibility to ensure you have provided the correct information.
15.1.6 When you submit your payment details, you are providing them directly to our payment provider, Stripe, and your payment data will be collected and processed securely by them. You should make sure that you are aware of Stripe’s terms and conditions, which are different from our own, to ensure that you are comfortable with how they will process your personal data before you make a Donation. You may find these on their website (https://stripe.com/gb).
15.1.7 These Terms apply separately to each single Donation that you make and they do not form a contract allowing for future or successive transactions to be set up. By confirming on the App that you wish to make a donation you agree to be bound by these Terms for that Donation.
15.1.8 If you make an error in your Donation please contact us by email at email@example.com within 5 calendar days and, subject to our review confirming the error, a full refund will be made to you.
15.2 DONATIONS TO OLIO
15.2.1 Direct Donations comprise two elements: a donation to OLIO and a payment handling fee (which will be taken by Stripe).
15.2.2 There is a donations link in the App and any Seller or Buyer can click on this link and select the option for a Donation to go to OLIO.
15.2.3 The payment handling fee will be determined by Stripe as a percentage of the Donation and/or a fixed fee. More information about Stripe’s fees can be found at https://stripe.com/gb/pricing.
SECTION C: SELLER TERMS AND CONDITIONS
If you are a Seller and wish to use the Seller Services, you may do so in accordance with the terms of this Section C. You are a Seller if you add Items to the OLIO platform, whether for payment or for free.
Upon registration as a User, in consideration of your compliance with these terms and conditions, OLIO will provide you with the Seller Services as described in this Section C below.
16. SELLER SERVICES
16.1 Subject to condition 1.5 of Section A above, the Seller Services will comprise the following:
16.1.1 the facility to create a Profile page (including a photo), which can be accessed by the Buyers;
16.1.2 the ability to advertise Items available for Sale;
16.1.3 the ability to set a purchase price (“Price”) payable by the Buyer in respect of any Item;
16.1.4 the ability to nominate a Direct Donation;
16.1.5 the ability to specify when you are able to supply Items to Buyers and at what location and preferred times;
16.1.5 the ability to post reviews and/or submit feedback about Buyers; and
16.1.6 any other features and functionalities of the Seller Services provided by OLIO to you from time to time
17. YOUR ADDITIONAL OBLIGATIONS AS A SELLER
17.1 By choosing to be a Seller and to advertise and supply your Items to Buyers through the App, further to the general obligations on you as a User under section A of these Terms, you agree that all information submitted by you, the supply of the Items, and any other information provided or comments made to Buyers through the App, must:
17.1.1 be accurate, correct and up-to-date;
17.1.2 be provided with all reasonable care and skill in a manner consistent with generally accepted standards in the industry in which you operate; if any;
17.1.3 not breach any applicable statutory or regulatory requirements, including following good hygiene practice and food allergen practice and, where applicable, food safety management procedures based on the standards set by the relevant food competent authority (such as UK: Food Standards Agency; USA: Food and Drugs Administration: Australia/New Zealand: Food Standards Australia New Zealand);
17.1.4 not commit an offence by adding for sale any controlled substance (including but not limited to alcohol, solvents, weapons or fireworks) for which you do not hold the relevant licence to do so;
17.1.5 not be misleading, deceptive or in any way contravene any and all applicable consumer, health and safety and e-commerce laws and regulations;
17.1.6 not be obscene, defamatory or be in the reasonable view of OLIO deemed to be offensive and/or inappropriate; and
17.1.7 not supply any age restricted goods.
17.2 In using the Seller Services you must:
17.2.1 at all times keep all information including without limitation, communication and correspondences between you and the Buyers, and all information relating to the transaction process secure and confidential;
17.2.2 ensure your use of the Seller Services is personal to you; and
17.2.3 immediately notify OLIO in the event you have any reason to believe or suspect that a Buyer has breached any of these Terms.
17.3 You further acknowledge and agree that OLIO may, at its sole discretion, immediately remove your Profile from the App where it reasonably considers that such Profile, any information you have uploaded or Items provided, no longer meet the standards that OLIO requires of its Sellers on the App, at its absolute discretion and upon written notice to you.
17.4 Failure by OLIO to exercise its rights under condition 17.3 should not be taken as acceptance by OLIO of any failure on your part to comply with these Terms.
18. ADDITIONAL EXCLUSION OF WARRANTIES
18.1 You acknowledge and agree that OLIO only provides you with the facility to add and supply Items to Buyers by providing you with the Seller Services. OLIO does not warrant, represent or guarantee that you will find any Buyers to supply Food or non-food Items to or achieve any specific results whatsoever.
18.2 You acknowledge and agree that using the Platform through the App may require registration, licensing or approval as a food business with the relevant food authority. OLIO provides information in relation to this area on the App. However, you acknowledge that this is intended as information only and does not constitute advice of any nature. Therefore, it must not be relied on to assist you in making or refraining from making a decision or to assist you in deciding on a course of action. Your use and reliance on any information on the App shall be at your own risk and we shall not be liable whatsoever for any damages and loss which you may incur as a result of or in connection with your use and reliance of such information. You undertake to conduct your own research and ensure that you comply with the requirements applicable to you. OLIO shall not be liable to you for any failure by you to comply with any relevant laws and regulations that may apply to you in the use of the Platform through the App.
18.3 You further agree that OLIO does not vet or verify the identity of the Buyers posted on the App. Consequently, OLIO does not warrant or guarantee:
18.4 the completeness, correctness and accuracy of any Buyer’s Profile;
18.5 that any transactions made by Buyers are genuine; or
18.6 the identity of the Buyers using the App.
18.7 You further acknowledge that OLIO has no control of and therefore has no liability whatsoever in respect of the behaviour, response and quality of the Buyers on the App.
18.8 OLIO provides the Seller Services solely to connect Sellers, with Buyers who may be seeking to Purchase Items from you. You acknowledge and agree that you are solely responsible for all communication with, and any subsequent dealings with, Buyers. You, the Seller, hereby indemnify OLIO in full and on demand against all losses, damages, costs, claims and expenses that OLIO incurs (including but not limited to such losses and damages incurred by OLIO in respect of sickness, disease or death of any Buyer arising out of or in connection with your acts or omissions in the use of the Platform) arising out of or in connection with any of your dealings with, or Items provided to Buyers.
SECTION D: “GOALS”
19.1. The App contains a service called goals.
19.2. The purpose of goals is to provide Users with guidance and inspiration on how to lead a more sustainable life in the form of tips (“Goals”).
19.3. As part of the service, some of the Goals displayed to Users will include links to third party products or services.
19.4. The links displayed to Users are affiliate advertising, further details of which are set out in condition [x] below.
19.5. Please see our Goals FAQs for more details [insert hyperlink to FAQs].
20. AFFILIATE LINKS & ADVERTISING
20.1 As part of the Goals service, OLIO sometimes publishes affiliate advertisements, which means that if a User clicks on a link and purchases an item, OLIO will receive a percentage of the sale, at no extra cost to the User.
20.2 When a User clicks on a link, they will be directed automatically to the website of the third-party product supplier or service provider enabling them to purchase that product or service.
20.3 If a User purchases that product or service via the third-party website, the contract for purchase will be between the User and the third-party supplier or service provider.
20.4 The User’s purchase will be subject to the third party’s terms and conditions for sale of goods or supply of services and the user’s order or purchase will be fulfilled by that third-party.
20.7 OLIO accepts no responsibility or liability for the suitability or otherwise of any third-party products or services for the User and it, in no way, guarantees that a product will be in stock or that a service is available.
20.8 Users are under no obligation to purchase any of the products or services that appear as affiliate advertising in Goals.
20.9 The money generated by OLIO from the affiliate advertising is used to help fund the OLIO App which means OLIO can keep the App, the Platform and the Services as free services for Users.
SECTION E: OLIO MADE – TERMS AND CONDITIONS
1.1 The Made feature in the App facilitates registered Buyers and Sellers to connect, buy and sell handmade Items (“Made”).
1.2 The terms and conditions set out below are specific provisions in relation to Made (the “Made Terms”).
1.3 The Made Terms are incorporated into the Terms and Conditions and the Made Terms include and incorporate:
1.3.1 the Acceptable Use Policy;
1.3.2 the Handmade Policy
1.3.3 the Payments Policy; and
1.3.4 the policy on What Can/Can’t I Share on the App,
1.4 (the “Policies”), and together with the Made Terms they create a legally binding agreement (the “Contract”) between you, the Buyer or the Seller (as applicable) and OLIO.
1.5 By using Made or otherwise indicating your consent, you are agreeing to be bound by the Contract in connection with Made.
If there is anything within the Contract that you do not understand, then please contact us at: firstname.lastname@example.org for help and guidance.
2. THE MADE SERVICE AND OLIO
2.1 OLIO facilitates the Sale and Purchase of Items through the App. Made is a feature in the App that allows homemade Items that are made/designed by Sellers to be posted by Sellers and offered for sale to Buyers. Made allows Buyers to be able to contact the Seller of an Item to place an order for that Item but arrangements for the fulfilment of the order, payment for the Item, and collection or delivery of that Item are made between the Buyer and the Seller.
2.2 If you are a Buyer purchasing an Item from a Seller your contract for purchase is with the Seller and not with OLIO. OLIO is not a party to that contract, we are simply the intermediary who offers a framework to allow Buyers and Sellers to connect.
2.3 It is the responsibility of the Buyer and Seller to agree the process for payment, delivery, refunds, exchanges or cancellation of any orders or Items between themselves.
2.4 Items offered for sale through the App are neither owned by OLIO nor come into OLIO’s possession at any time.
2.5 OLIO in no way warrants or claims that:
2.5.1 the existence, quality, safety, or legality of any Item listed on Made or its packaging are fit for purpose;
2.5.2 any Seller offering Items for sale on Made has obtained the necessary licences, permissions or consents to be permitted to sell those Items; and
2.5.3 Food offered for sale on Made has been made or created by a Seller who is a registered food business.
2.5.4 OLIO does not offer any refunds to Buyers. The exchange or transaction is a private negotiation between Buyer and Seller.
3. USING MADE
3.1 In order to be able to use the Made feature, you must either be a registered user of the App or if you are not already registered, you must register for an Account on the App. If you register as a business on the App to use Made you must guarantee that you personally have the authority of the business to agree to the Contract.
3.2 You must be 18 years of age or older to use Made or you will not be able to enter into the legally binding Contract to buy or sell via Made.
3.3 OLIO seeks to promote legal activity and good conduct on the App however, you understand and agree that in using the App, OLIO is not responsible or liable for the content posted on the App by other users. Furthermore, you may be exposed to content and behaviour that contravenes the Contract and, as such, you understand and agree that you use the App at your own risk.
3.4 You can use the App to interact with other individuals, either online or in person. However, you understand and accept that OLIO does not screen users of the App, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.
4. SELLER OBLIGATIONS
4.1 In addition to the Sellers’ obligations set out in the Terms and Conditions, the following obligations apply to Sellers using Made:
4.1.1 in the UK, if you are selling Food, you must register with your local council/authority in advance to be permitted to sell your homemade Food. Please check and confirm the timescales and permissions with your local authority prior to offering Food for Sale on Made. Further important information on this is contained in our Handmade Policy
4.1.2 if you are selling handmade Food, you must ensure that the handmade Food complies with our Handmade Policy. It is your responsibility to check and read the Handmade Food Policy, it is not OLIO’s responsibility to check if your Food complies with the policy;
4.1.3 if you are selling handmade non-food Items, you must ensure that those non-food Items comply with our Handmade Policy. It is your responsibility to check and read the Handmade Policy, it is not OLIO’s responsibility to check if your non-food Items comply with the policy;
4.1.4 you cannot and must not sell any Items or offer any Items for sale on Made that do not comply with our policy on “What Can/Can’t I Share on the App”.
4.1.5 you will ensure that each of your Item listings contains all the information required by a Buyer to make a purchase, and that such information is wholly complete and accurate;
4.1.6 you agree that you will act in accordance with all applicable laws in connection with your use of Made, creating, designing and making your Items, offering Items for sale on Made and selling and delivering those Items to the Buyer, including, but not limited, to any laws that are applicable in your country of residence/domicile;
4.1.7 you must comply with all applicable product safety and product marking laws and regulations, Trading Standards requirements in respect of the manufacture, packaging, marking, certification (including, without limitation, CE marking) and delivery of the Items that you offer for sale on Made, including, but not limited to, any laws and regulations that are applicable in your country of residence/domicile;
4.1.8 it is your responsibility to obtain any consents, permissions, permits or licences that you or your business requires to be able to sell your Items via Made or otherwise including, but not limited to, any that are required or applicable in your country of residence/domicile;
4.1.9 you may not create, design, make or sell any Item that is incompatible with or breaks any laws or regulations, including, where applicable, laws applicable to food, food labelling, food storage, food delivery and food hygiene or any laws that are applicable in your country of residence/domicile;
4.1.10 if you are selling Food, you must respond accurately to any question from Buyers in relation to the ingredients, allergens or potential contamination from other sources when creating or making the Food;
4.1.11 as a condition of using Made, you agree to comply with the Acceptable Use Policy. The Acceptable Use Policy governs your permitted use of Made;
4.1.12 you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against OLIO, another OLIO user, or any third party;
4.1.13 you are responsible and liable for paying any applicable taxes in relation to any income from sales that you make through Made; and
4.1.14 you must comply with our guidance on safe handovers during Covid-19, as updated from time to time and as applicable during the epidemic/pandemic.
4.2 You acknowledge and accept that the Policies contain information that is applicable in the UK only. We make no promise that the Policies are appropriate for users in locations outside of the UK. If you choose to access and use Made from locations outside the UK, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.
5. BUYER OBLIGATIONS
5.1 In addition to the Buyers’ obligations set out in the Terms and Conditions, the following obligations apply to Buyers using Made:
5.1.1 prior to purchasing any Item from a Seller, you are responsible for checking that any Item offered for sale on Made and the photographs, description of that Item match your requirements as a Buyer;
5.1.2 prior to purchasing any Food from a Seller, you are responsible for asking the Seller for information in relation to the ingredients, particularly if you have any allergies, intolerances or other special dietary requirements;
5.1.3 prior to purchasing any Item from a Seller, a Buyer should read and check the Seller’s terms and conditions of purchase before confirming their order;
5.1.4 prior to purchasing any Item from a Seller, the Buyer should check the Seller’s profile and reviews;
5.1.5 as a condition of using Made, you agree to comply with the Acceptable Use Policy. The Acceptable Use Policy governs your permitted use of Made;
5.1.6 you are responsible for making arrangements with the Seller for the transfer or delivery of the Items to you and it is your responsibility to pay any postage and/or delivery costs;
5.1.7 you must comply with our guidance on safe handovers during Covid-19, as updated from time to time; and
5.1.8 you are responsible for paying the Seller for the Items in accordance with the Seller’s prices and payment terms, including, but not limited to, any applicable VAT.
5.2 You acknowledge and accept that the Policies contain information that is applicable in the UK only. We make no promise that the Policies are appropriate for users in locations outside of the UK. If you choose to access and use Made from locations outside the UK, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.
6.1 OLIO does not provide any payment function, system or payment processing.
6.2 Payment and the terms of any payment are organised and agreed outside of the App between the Seller and the Buyer.
OLIO has created some guidance for payments for Buyers and Sellers in the Payments Policy. However, OLIO is not responsible or liable for any payments, any non-payment or any issues in connection with any payments.
6.3 Use of Made is currently free of charge and no fees or commission for Buyers or Sellers are payable. However, depending on individual mobile phone rates, costs for data transfer may apply when using the App, which will have to be paid by the user.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 In addition to the intellectual property rights provisions set out in the Terms and Conditions, the following terms and conditions apply to Sellers.
7.2 You warrant that:
7.2.1 you are the legal owner or valid licensor of all of the intellectual property rights in and relating to the Items (which includes the data and information relating to you, as a Seller and to the Items), photographs, logos, images and copy that you provide or upload to the listings in Made;
7.2.2 the creating, designing and making of Items offered for sale on Made will not infringe any intellectual property rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such intellectual property rights;
7.2.3 our use of your intellectual property rights by us as set out in condition 7.3 will not infringe any intellectual property rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such intellectual property rights; and
7.2.4 Items offered for sale by you are not replica or design copies of any other maker, brand, designer or manufacturer.
7.3 You permit us to access and use, any User Submissions, content, including photos, that appear on your listing, in connection with Made, the App or OLIO’s business.
7.4 You shall indemnify us in full for any and all damages, liabilities, costs, expenses and/or losses resulting from any breach of this condition 7 in respect of any claim that the normal operation, possession or use of those intellectual property rights by us infringes a third party’s intellectual property rights.
8. DATA PROTECTION
8.2 When using Made, there are circumstances in which both OLIO and a Seller may process a Buyer’s personal data. In those circumstances, OLIO and the Seller are considered separate and independent data controllers of the applicable Buyer’s personal data. In such case, each party is responsible for the personal data it processes in connection with the services provided via Made. If a Buyer discloses personal data to a Seller as part of the sale of handmade Items by the Seller to the Buyer, it is the Seller, not OLIO who will be responsible for the collection, processing and storage of such personal data.
8.3 If you are a Seller, you shall indemnify us in full for any and all damages, liabilities, costs, expenses, fines and/or losses in connection with your breach of any of your data protection obligations when acting as a controller of the personal data of Buyers.
9. LIMITATION OF LIABILITY
9.1 You agree, accept and understand that OLIO does not create, make, manufacture, store, or inspect any of the Items made available for sale via Made. The Items are produced, listed, and sold directly by the Sellers, therefore OLIO cannot and does not give any warranties about the quality, safety, or even legality of any Item. Buyers and Sellers hereby release OLIO from any claims related to Items sold through Made, including any claims in connection with any defective Items, misrepresentations by Sellers, or Items that caused physical injury (for example, product liability claims).
9.2 You acknowledge and agree that Made has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of Made meet your requirements.
9.3 If you use Made for business purposes (and you are not a “consumer” as defined by the UK Consumer Rights Act 2015), you agree that we have no liability to you under any circumstances for any losses, costs, damages or expenses that you may incur through your use of Made whether direct, indirect or consequential (including, but not limited to, any loss of profit, loss of business, business interruption or business opportunity).
9.4 You acknowledge and agree that OLIO is not responsible or liable for any adverse or unfavourable ratings or reviews posted by other users via the App.
9.5 OLIO’s maximum aggregate liability under or in connection with the Made Terms and Policies whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the sum of one hundred pounds Sterling (£100).
10.1 OLIO may suspend or terminate your use of Made and the App or ban you from using Made and the App, if we have reason to believe you, your User Submissions, or your use of Made is in breach of the Contract.
10.2 We will notify you that your Account has been terminated, banned or suspended, unless you repeatedly breach the terms of the Contract or we have legal or regulatory reasons preventing us from notifying you. If OLIO terminates your Account, you will not have a contractual or legal right to continue to use Made or the App.
10.3 You may delete your Account on the App at any time by either: (i) selecting the appropriate function in your Account settings in the application; or emailing OLIO to request your Account to be deleted if you are using the web-based version. If you terminate your account, you may lose any information associated with your Account, including your profile, any User Submission and any related content.
10.4 OLIO reserves the right to change, suspend, or discontinue any of the functions, features or services provided in the App at any time, for any reason, including those referred to in the Terms and Conditions. OLIO will not be liable to you for the effect that any changes to Made may have on you, including your income or your ability to generate revenue through Made.
11. DISPUTES BETWEEN BUYERS AND SELLERS
11.1 Any legal claim related to an Item purchased by a Buyer must be brought directly by the Buyer against the Seller of the Item.
11.2 If any dispute or issue arises between Buyers and Sellers, both parties are encouraged to communicate privately and to try to solve the dispute or issue themselves.
11.3 OLIO is not responsible or liable for resolving any disputes or issues between Buyers and Sellers and OLIO is released from any claims, demands, losses and damages arising out of any disputes between Buyers and Sellers or other parties.
11.4 Any Buyer based in the UK who believes that they have experienced food poisoning as a direct result of any Food purchased from a Seller based in the UK should report their issue directly to the Food Standards Agency and not via the App or to OLIO directly. For any similar issues in jurisdictions outside the UK, the Buyer should check with local agencies and authorities for reporting standards and processes.