Terms & Conditions For Vendors
In this document, the terms “us,” “we,” or “our” refer to Indiewood Network Ltd. and our website at https://www.bakersby.com, including its sub-domains and associated web-based and mobile applications.
A “Customer” is a person who registers on our website to use our Customer Services, which include all the features and functionality we offer to our Customers, such as product search and purchases, Vendor search, and more.
A “Vendor” is an individual or entity that has created an account with us to use our Vendor Services, which include features such as product uploads, stock management, store display, and more.
“User” is a collective term used to refer to anyone browsing our website, whether they are a Customer, a Vendor, or another person.
All of the text, information, graphics, audio, video, and data available through our Website are collectively known as “Content”.
2. Commencement of the agreement, cancellation, suspension and termination
This agreement, referred to as the “Term,” shall remain in effect during the period in which we offer Vendor Services to you, the Vendor.
The Term will commence when the following conditions are met:
• The Vendor successfully registers to one of the available Subscription Plans on our website and provides legally valid, accurate, and truthful information on all the registration fields.
• We verify the Vendor’s registration details.
• The Vendor sends us a copy of the required legal documents.
• We approve the Vendor’s account and grant permission to use our Vendor Services.
3. Termination, suspension or cancellation of services
Either party has the right to terminate, suspend or cancel the Term at any time. We may terminate, suspend or cancel your account if:
• False information was provided during registration or any time during the Term of providing Vendor Services.
• You fail to comply with any of the Legal Terms published on our website.
• Payment for charges is not made by the due date, resulting in us downgrading your Monthly or Yearly Subscription to a Free Plan. You will be bound to our Free Plan conditions in such a scenario.
• Required legal documents are not sent to us through our online form before creating your Vendor account.
• You do not inform us through our online form of any changes made to your Vendor Documents within 10 days, or fail to send us updated Vendor Documents within 10 days of informing us of any changes.
• Your Food Premises Approval License and/or a Food Business Registration License has been failed or revoked.
• You fail to fulfill any order placed on your store without providing a reasonable explanation to us and the Customer(s) who placed the order(s).
• We, at our sole discretion, determine that your eligibility or suitability to be listed on our website or to receive our Vendor Services is no longer valid.
In the event that we decide to suspend, cancel, or terminate your Vendor Account, we will send you an email explaining our reasons before the effective date of the restriction or suspension. This will give you an opportunity to address and rectify any issues.
If we terminate the Agreement or our services to you, we will email you a statement outlining the reasons for termination at least 30 (thirty) days before the termination becomes effective. However, this does not apply if:
• We are legally or regulatory required to terminate the provision of Vendor Services to your Vendor Account.
• You have repeatedly violated your obligations under our Legal Terms.
If you need to clarify any facts that led to the restriction, suspension, or termination, you can contact us using our contact form.
If your Vendor Account or our Vendor Services are cancelled, suspended, or terminated by either us or you, the following terms will apply:
• You are required to pay all outstanding charges up to and including the date of suspension or termination.
• You are responsible for fulfilling any outstanding orders placed on your Vendor Account.
• All information and copies of your legal documents will be destroyed after termination by either party. If you require a copy of your documents, please download them before suspending, cancelling, or terminating your account. It is your responsibility to keep a local copy of your documents and any documents automatically generated by our website during the Term.
• The termination of the Term does not affect any pending responsibilities, rights, or unpaid charges incurred by either party before termination.
4. Our services
Through our website, we offer a web-based application that enables Vendors to sell their products directly to Customers. By using our website, you agree to authorize and appoint us as your commercial representative to handle all transactions and dealings with Customers upon the purchase of products through our Vendor and Customer Services.
Our Vendor Services are provided to you under the following terms:
• Any contract to sell and/or buy Products via our Website is made exclusively between you and a Customer and we are not involved in such contract at any point;
• We facilitate the negotiation of the sale of Products between you and Customers through the use of our website, e-mail communication services, social media marketing, our Vendor and Customer Services;
• The Products offered for sale on our Website are neither owned by us nor come into our possession at any time.
• You are responsible to provide your services to your customers with reasonable care.
• You are responsible to upload your own products and set your own prices and shipping options.
• You are responsible to keep an up-to-date profile with your current business or trading address, a valid email address and a valid phone number, your trading and legal name.
Our responsibilities include:
• Providing our Vendor and Customer Services with reasonable skill and care
• Using reasonable efforts to restore any faults in the provision of our services as soon as possible
• Reserving the right to revise or change any of our Legal Terms at any point. If we do so, we will inform you of these changes on the front page of our website for 15 days after these changes took effect.
5. Obligations and duties
You have the obligation to ensure the following conditions are met at the time of registration and throughout the duration of this contract:
• Your business is established or incorporated in the United Kingdom or the Republic of Ireland
• You are listed as a Director on Companies House and the information provided about yourself and your company matches the information held on Companies House (e.g. company registration number, trading address, company name, VAT number, etc.)
• You are at least 18 years old
• You have a trading (operating) address in the United Kingdom or the Republic of Ireland
Prior to registering a Vendor account on our website, you are responsible for providing us with copies of the following documents:
• Driving licence or passport
• Recent utility bill or bank statement in your name (dated within the last 2 months from the point of registration) that clearly displays your full address
• Valid telephone number and email address
In the event that any changes or amendments are made to the details we hold about you and/or your business, you agree to provide us with updated documents that reflect these changes. You can do so by visiting the relevant page on our website.
You agree to keep your details up-to-date during the term of this contract.
You acknowledge and agree that we are not liable to pay or refund any charges you may have incurred during the Term of this contract if any of the following apply:
• You lost access to your computer and/or internet connection, and as a result, were unable to operate your Vendor Account, resulting in a loss of income.
• You lost or had your account password stolen, resulting in a loss of access to your account and failed to inform us immediately, resulting in fraudulent activities, loss of income, and/or financial charges.
• You stopped using our Vendor Services without canceling, suspending, or terminating your account, resulting in ongoing charges to your credit card, whether or not you used the services during that period.
• While we may serve as an intermediary in legal disputes between Vendors and Customers, we are not legally, morally, or financially liable in such disputes, nor are we responsible for mediating them. Our role is merely to assist in finding a quick and satisfactory resolution for both parties. If such resolution cannot be found, we reserve the right to step away and allow the parties involved to escalate the issue as they see fit.
7. Securing and protecting your account
To help secure and protect your account, we recommend that you never save your password on a public or private computer and always log out of your account after each session to prevent unauthorized access.
As the account owner, you are responsible for the security and proper use of your passwords, your Vendor Account, and the use of our Vendor Services through your Vendor Account. Please remember to log out after each session and inform us immediately if you forget or lose your password or suspect it has been stolen. If you believe your password or Vendor Account has been or is about to be compromised, please let us know right away.
We reserve the right to deny access to your Vendor Account or change your password (with your notification and the option to create a new one) if we suspect it has been compromised, as well as immediately suspend your Vendor Account if we suspect fraudulent activity.
8. Your storefront
To ensure a pleasant shopping experience for all customers and maximize sales, we maintain full control over the appearance and layout of our website, including how your store and products are presented. By using our platform, you agree to the following terms:
• We reserve the right to dictate how your store and products are displayed on our website.
• If we discover any issues with your store or product listings, such as typos in product names, incorrect categorization, or poor-quality images, we may request that you correct them promptly. If necessary, we may also make the changes ourselves without prior notice.
• If you receive a notice to correct any issues, you must do so within 15 days.
In cases where we identify problems with a product, we may ask you to make necessary changes or make them ourselves. If the issues are not addressed within 15 days, we may remove the product from your store. This could happen if:
• The product image misrepresents the product being sold.
• The product image is of poor quality or doesn’t clearly show the product.
• The product is miscategorized.
• The product is mistagged.
• The product is grossly overpriced.
• The product is not properly taxed. We must report any suspected tax evasion to the relevant authorities.
Overall, by using our website, you agree to our terms of service and accept that we have the right to control how your store and products are presented to our customers.
9. When closing your account
Prior to closing your account, you must fulfill any outstanding orders to the satisfaction of your customers.
• You acknowledge that all files automatically generated by our platform, such as VAT files, receipts, order ledgers, and transaction history, will be permanently and irreversibly deleted once you close your account.
• You also acknowledge that all content that you uploaded to your account, including product names, pictures, descriptions, and company information, will be permanently and irreversibly deleted upon closing your account.
• You accept that you will permanently and irreversibly lose access to your customers’ database, as well as their details and order history, once you close your account.
10. Quality of presentation
You agree to maintain a high standard of presentation for your store and comply with guidelines notified to you from time to time by us. This includes the form and content of copy and product imagery.
You must also comply with our instructions concerning the presentation of your store and the display of your products.
If you fail to comply with our instructions, we may suspend some or all of your products, or your entire account, until you rectify any issues we find and follow our instructions.
11. Vendor and product information
You agree to provide true, accurate, and complete information about yourself, your store, and the products you sell.
You agree not to provide false, inaccurate, or misleading information, and not to post offensive, indecent, obscene, pornographic, menacing, abusive, or defamatory content.
You agree to comply with all applicable laws and regulations in your country, county, or city.
You also agree not to harm our reputation or brand, and not to engage in misconduct, illegal, or fraudulent activity that may create financial, legal, or reputational liability for us.
Stock information guidelines:
• You are responsible for displaying accurate stock availability information for all products on your website using the ‘out of stock’ and ‘is available’ options on the CMS, and for updating this information regularly.
• If a product is out of stock but new stock is expected to become available to the customer within four weeks, you must indicate the expected availability date on your storefront.
• If a product is no longer available for sale, you must mark it as discontinued on your storefront.
• If a product is awaiting stock for a prolonged period (four weeks or more), you must remove it from your storefront until it becomes available again.
• If a customer places an order for a product that is out of stock and you have not displayed it as such, resulting in the need for a refund, you may be charged a Single Commission Fee on that order.
• Your product prices should include all taxes.
• You must set the current UK VAT rate for your products and comply with VAT regulations.
• You have the freedom to choose how to price your products.
14. Product listing and categorisation
Product listing and categorisation guidelines:
• You need to upload your product range within 2 weeks of joining our website.
• Failure to do so will result in account suspension until you upload your product range.
• You must follow our product display standards and categorize your products correctly.
• You can request to have your product featured in one or more online catalogue categories, but we have the final say on which category is most appropriate.
• Each product should be listed in only one category, with variations such as size or quantity considered part of the same product and not listed separately.
• You are responsible for providing accurate and complete information about each product, including mandatory allergens and ingredients.
• You should avoid using excessive tags or spam keywords in product titles.
• If you wish to promote the same product as another Vendor on the site, any conflicts or issues that arise are solely the responsibility of the relevant Vendors to resolve. We will not be liable for any such scenario or issues.
15. Legal requirements
You must comply with our Terms and Conditions and all applicable laws and regulations, which include:
• UK and EU competition laws
• Product safety and marking laws and regulations, Trading Standards requirements, allergens, and CE marking for the Products you sell
• Modern slavery legislation
• Bribery legislation
• Under the UK and EU competition laws, you must not exchange any commercially sensitive information with other Vendors.
You must maintain your own policies and procedures to ensure compliance with UK legislation throughout the Term.
If you become aware of any claim against us or you arising from a defect in your Products or failure to comply with applicable laws or regulations, you must inform us immediately.
You will compensate us for any liabilities, costs, expenses, fines, damages, and losses we incur in connection with any claim under this Clause, including legal expenses.
You must maintain appropriate insurance for your business and provide us with relevant information upon request.
You must comply with our reasonable instructions regarding product recalls, and we reserve the right to take exclusive conduct of the product recall if necessary.
You must maintain accurate records to enable the immediate recall of any Products.
We may immediately suspend or terminate your subscription and use of the Service in the event we reasonably believe or suspect that any Vendor Information does not comply with the provisions of this clause.
16. Contract of sale
You acknowledge and agree that when you accept an order through the CMS, it is an instruction to us to conclude a contract of sale between the Vendor and the Customer. Once you have accepted the order, you cannot go back on it. The contract of sale is concluded when we (acting as your commercial agent) send an order confirmation email to the Customer. We have no responsibility for the performance of any such contract.
17. Processing customer orders
We will notify you by email of any order awaiting your acceptance. You acknowledge that we do not promise the reliability of email communications and you must check the CMS daily for alerts of new orders.
Following receipt of such notification you agree to, within a maximum of two Working Days, and as a matter of best practice within twenty four hours, confirm your acceptance or rejection of each and every order, using the CMS, and provide an estimated dispatch date. You will use your best efforts to accept every order.
Following acceptance of an order through the CMS, you agree to:
• Fulfil the Customer order as soon as reasonably possible;
• Confirm to the Customer the time and method of dispatch;
• Dispatch the Customer order to ensure that it reaches the Customer within the timelines advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;
Notify the Customer promptly through the CMS at each of the following stages:
• Receipt of order notification, with an estimated dispatch date;
• Dispatch of an order with an expected delivery date;
• Any enquiries relating to the order; and
• Processing of an exchange or refund.
18. Communication with customers
You agree to limit all correspondence with any Customer to the purposes of processing a Customer order.
• All communication must be conducted via the CMS. If this is not possible, then any communication must include a reference to us at all times.
• You may not include any references to your own website, email address, other correspondence address, or any promotion of services outside those offered through us.
• You are required to include any relevant materials with the dispatch of a Customer’s order, which we will make available for purchase on the CMS.
• Any breach of these communication obligations will be considered a significant breach of these Conditions under Clause 1.B and may also constitute a breach of Data Protection Legislation.
• You must respond to any Customer enquiries or complaints within one Working Day and in a courteous and timely manner. If any enquiries or complaints are not resolved promptly, you must advise us as soon as possible.
19. Cancellations and refunds
Upon receiving a cancellation or refund request from a Customer (either directly or through the Cancellation Form), you agree to initiate the refund process as promptly as possible if the Customer has grounds and/or the right to ask for it. If you don’t agree with the cancellation or refund request you must inform the Customer as promptly as possible.
20. Delivery and fulfilment
You agree to adhere to the Delivery agreement that you established when creating your products, at all times.
21. The CMS
You agree not to use the CMS or Site beyond the scope of use set out in these Conditions. You also agree not to access the CMS unlawfully, modify or make derivative works based on the CMS, attempt to reverse engineer or access the CMS with the intention of creating a competitive product or service, or copy or build any concepts, features, functions, or graphics based on the CMS. You acknowledge that damages may not provide an adequate remedy for breach of this clause and that we will be entitled to seek other legal remedies to prevent the occurrence or continuance of any alleged breach of this clause. Additionally, you agree that the Intellectual Property Rights in the CMS are owned exclusively by us and nothing in the Conditions will be deemed to confer any rights in the CMS to you.
22. Your code of conduct
You agree to always maintain respectful and cooperative behavior when interacting with us, our staff, customers, and other Vendors. Any impolite or abusive communication through any public or private channel will not be tolerated. We reserve the right to suspend your Storefront and/or terminate the Agreement immediately if you breach this clause.
23. Our intellectual property rights and statement
You acknowledge and agree that we own all Intellectual Property Rights related to the Bakersby name, logo, and branding. You may only use these elements on any promotional material, packaging, or elsewhere, in accordance with these Conditions or with our prior written consent.
All Intellectual Property Rights in the Service, Software, and Documentation belong solely to us or our licensors, as appropriate. Any Intellectual Property Rights we create during the provision of the Service will remain our property.
We grant you permission to use the Software and Documentation only for the purpose of accessing and using the Service during the Term. This permission is non-transferable, and we reserve the right to terminate it at any time. Nothing in these Conditions grants you permission or any other right to use our other Intellectual Property Rights.
If we or our agents produce photographs or images of your Products, you may use them only for display on the Site or in printed material produced by us. You may be charged a license fee for using such photographs or images in violation of this clause.
You may not bid on the Site name, our brand or brand name, or variations of them, on Google or any other search engines.
24. Your intelectual property rights and statement
By providing or uploading any content, including photographs, logos, images and copy to the Site, you represent and warrant that you are the legal owner of all the Intellectual Property Rights in and relating to the Products, or that you have valid permission to use such Intellectual Property Rights. You also promise that your use of the Intellectual Property Rights in the Products will not infringe any third party’s Intellectual Property Rights and that there will be no claim against us by any third party arising in relation to the use of such Intellectual Property Rights.
You allow us to access and use the content that appears on your Storefront or any other promotional material in our own editorial content or promotional activity related to us, you, your business, and Products.
If there is a claim that our normal operation, possession, or use of the Intellectual Property Rights in the Products infringes a third party’s rights (“Intellectual Property Rights Infringement Claim”), you agree to compensate us for any damages, liabilities, costs, expenses, and/or losses resulting from such a breach. You also agree to make any necessary alterations, modifications, or adjustments to the Intellectual Property Rights to make them non-infringing.
If we become aware of any Intellectual Property Rights Infringement Claim by a third party, we will notify you immediately. We will be entitled to take sole conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim and may settle or compromise such claim or action at our sole discretion. You agree to provide us with reasonable assistance in the conduct of such defence, including with all court procedures and the provision of all relevant documents.
If we request it, you agree to take conduct of the defence to any claim or action in respect of any Intellectual Property Rights Infringement Claim. However, you must not admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon our express written instructions.
25. Your data
By providing us with any information, data, comments, or images (including Vendor Information), you grant us permission to use, license, disclose, and distribute such content for any purpose. This includes disclosing your information to third-party service providers so that they can contact you directly about their products and/or services. This permission is ongoing and cannot be revoked or charged for by you, and we may exercise this permission worldwide. You acknowledge that you have waived your rights to be acknowledged as the author of your Vendor Information and to object to our use of your Vendor Information in any form during the Term of your contract with Us.
26. Data protection
We will both comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, yours or our obligations under the Data Protection Legislation.
We both acknowledge that for the purposes of the Data Protection Legislation, we are the data controller and you are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). You will process such Personal Data relating to a Customer as may be shared with you via the CMS when such Customer purchases a Product from you through the Site. You will carry out processing of Personal Data of such Customer solely to the extent, and for such period, as is necessary for the purposes of fulfilling the relevant order of the Product by the Customer.
Without affecting the general position set out above, you will, in relation to any Personal Data processed in connection with the performance by you of your obligations under this Agreement:
• process that Personal Data only on our written instructions unless you are required by the laws of any member of the European Union or by the laws of the European Union applicable to you to process Personal.
• ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
• ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
• not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
• we or you have provided appropriate safeguards in relation to the transfer;
• the data subject has enforceable rights and effective legal remedies;
• you comply with your obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
• you comply with our reasonable instructions notified to you in advance with respect to the processing of the Personal Data;
• assist us, at our cost, in responding to any request from a Data Subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
On becoming aware of any Personal Data Breach you agree to:
• notify us as soon as possible, and in any event no later than 72 hours from your establishing that a Personal Data Breach has occurred;
• provide timely information relating to the Personal Data Breach as it becomes known or as is reasonably requested by us; and
• follow our reasonable instructions to promptly take reasonable steps to contain, investigate and mitigate any Personal Data Breach;
• at our written direction, delete or return Personal Data and any copies of the Personal Data to the Customer on termination of the Agreement unless required by Applicable Law to store the Personal Data; and
• maintain complete and accurate records and information to demonstrate your compliance with this clause and allow for audits by us or our designated auditor.
You agree to compensate us in full for any and all liabilities, costs, expenses, fines, damages and losses (including any foreseeable losses, as explained at Clause 4.J.vi above) we incur in connection with any claim arising out of, this clause or paid or agreed to be paid by us in settlement of the claim and all legal or other expenses incurred by us in or about the defence or settlement of the claim. We will notify you in writing as soon as possible after becoming aware of the claim. This clause will survive termination or expiry of these Conditions however they come to an end.
27. Marketing and campaigns
We may run promotions on the Site from time to time, in addition to any promotions you run in your Storefront. These promotions may include free delivery, discounts, or other promotional activities for some or all products on the Site. We will inform you of the nature and terms of any promotion, and you can choose whether or not to participate if you are required to bear the costs.
You need to cooperate with all the activities we undertake to promote, sell or market your products, whether directly through the Site, offline publications produced by us, or other websites or publications not produced, owned or operated by us.
We may provide other opportunities for you to market or distribute your products, such as through pop-up stores or specific marketing campaigns. We will give you more information about these opportunities when they arise, and the terms and conditions for each campaign will be shared with any participating Vendor.
You are responsible for paying all charges as notified to you by us in accordance with the agreement. Charges are subject to taxes and levies, which you will also be responsible for paying. If you do not pay any amount due to us by the due date, all sums owing to us will become due immediately. We may suspend our performance of obligations under the agreement until satisfactory payment arrangements are made. We may also charge you the cost of obtaining payment or judgment, including legal fees. If you have multiple Storefronts with us, we may offset the sums you owe us against payments due to you.
29. Charges explained
The Charges comprise, as relevant and applicable:
• The Subscription Fee;
• The Commission Fee;
• Transaction Fee
The Subscription fee:
We reserve the right to charge you a monthly or annual Subscription Fee inferior, equal or superior to the value stated upon signing up to use our services, depending on your current subscription plan. If we make any amendments to the cost of your subscription plan, we will give you a 30-day notice prior to implementing it. You can choose to close your account and terminate our agreement during this time if you wish to do so.
The Commission fee:
We reserve the right to charge you a Commission Fee equal or superior to the value stated upon signing up to use our services and every time you sell a product (on Commission Based plans). You will be able to see the cost of this fee, on a per product basis, upon creation of a new product on your storefront. This fee currently stands at 18%. If we make any amendments to the fee percentage, we will give you a 30-day notice prior to implementing it. You can choose to close your account and terminate our agreement during this time or to move to a subscription plan.
The Transaction fee:
We use Stripe as our payments processor. Stripe charges a 1.4% fee plus £0.20 on every transaction. This fee will be charged from the total price of your product, every time you sell a product. This fee is charged on all subscription plans.
30. How we pay you
As part of your appointing us as your commercial agent (as set out in Clause 6.A of these Conditions), you agree that we also act as your exclusive agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by you via the Site (or any other sales channel which we may offer to you from time to time).
Both you and we acknowledge and agree that except as otherwise provided in these Conditions (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, we, acting as your commercial agent, are neither the buyer nor the Vendor of the Product(s) and are not a party to the contract of sale of Product(s) between you and the Customer.
Payment for Product(s) by Customers through the Site will be through payment methods made available from time to time, using our current online payment processing system (Stripe).
You can opt between two payment models:
• If you opt to be paid via bank transfer please provide your bank account details under your bakery manager > Settings > Payment tab.
• Due Payments via Bank Transfer will be made every 1st and every 15th of each calendar month. In order to make payments cleared and available to you, you, the Vendor, will have to fulfil pending order and mark them as delivered.
• You can opt to create a Stripe Account and connect it to your storefront. You can do this under your bakery manager > Settings > Payment tab.
• Payments made this way will automatically be credited in your Stripe Account upon sale of one or more of your products. You are still obliged to fulfil your order and to treat your customer(s) with fairness as per your own terms & conditions, stated on your storefront.
From time to time we may retain a portion of the payment due to you in order to provide for refunds due or expected to be due to a Customer in the ensuing period. If refunds exceed your sales in a particular period, any future payments will be used to clear your negative balance and the difference leftover will be paid when the next payment is due.
You agree to ensure the banking details on your account are kept up-to-date, and you agree to notify us of any changes on the next Working Day. You agree to be responsible for paying any banking charges or other administrative expenses incurred by us as a result of any inaccuracies in any such information.