tutti sellers agency agreement

July 2013

Welcome to tutti.co.uk limited’s ("tutti") online sellers (“Sellers”) agency agreement (“Agreement”) for tutti.co.uk (the "Site"). Any person who wants to access the Site to sell goods ("Products") or to use the other services provided (collectively, the "Services") must accept the terms and conditions of this Agency Agreement without change. BY TICKING THE CHECKBOX ON THE REGISTRATION PAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGENCY AGREEMENT. In particular, you acknowledge that you have read and understood the clauses in this Agency Agreement relating to: tutti's disclaimer of warranties; limitation of liability; protection and use of your personal data; and the manner in which tutti may make changes to this Agency Agreement.

SUMMARY

In this Agreement we set out the terms by which you are able to offer your Products for sale by tutti and we are able to sell the Products on your behalf. The Agreement describes our responsibilities to you and your responsibilities to us; it makes clear what rights you grant us in order to be able to offer your Products for sale; it describes how we make payments to you for sales and the charges we make for the use of our Services. The Agreement provides for legal obligations which arise and explains how they are dealt with. Most of the language used in this Agreement is in plain English, but some of it has to be couched in conventional legal language. If there is anything in this Agreement which you do not understand you should seek advice.

1. Eligibility and Registration Requirements

1.1 Use of the Services is limited to parties that can lawfully enter into and form contracts under the laws of England and Wales (for example minors are not permitted to use the Services).

1.2 Only visitors to the Site who register and enter into this Agency Agreement may use the Services in selling on the Site. In order to sell items on tutti, you must also register with tutti to use the tutti Payments service.

1.3 To register as a seller on the Site, the goods you are selling must be physically located in the United Kingdom at the time of sale, or made available for download from the tutti server.

1.4 To register you must provide your real name, address, phone number, e-mail address, and VAT registration number if applicable.

1.5 To have access to the Services, you must provide valid credit or debit card information.

1.6 You warrant to tutti that the information you provide during the registration process (and any notification of change of such information) is true and correct.

1.7 You are obliged to notify tutti of any changes to your registration information immediately.

1.8 tutti reserves the right to reject any registration in its sole discretion.

1.9 If you provide false or incorrect registration information or do not notify tutti of changes to your registration information immediately, tutti reserves the right to terminate your account immediately and without notice to you.

1.10 You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account) and you are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.

2. Agency Agreement

2.1 You supply to tutti Products which tutti will offer for sale on your behalf, on a non-exclusive basis.

2.2 Unless otherwise agreed in writing, tutti will provide storage and shipping services for the Products through its fulfilment house.

2.3 tutti will provide secure server, certificated systems for online sales. (The certificate is currently validated by Thawte.)

2.4 tutti will use accredited service providers to facilitate online transactions. (These are currently NatWest Streamline for creditcard clearance and SECPay, a company within the PayPoint Group, for secure online payments.)

3. Operating Provisions

3.1 You make a consignment of Products to tutti, sending the Products to the tutti fulilment house. (This is currently tutti.co.uk, Coach House Publications, Unit C1, Spithead Business Centre, Newport Road, Sandown, Isle of Wight PO36 9PH, United Kingdom.)

3.2 You send replacement stock of Products to the fulfilment house on notification of sales.

3.3 You set the retail price for Products, plus VAT if you are registered for VAT and where VAT applies.

3.4 tutti will provide on-line Services which will help you to manage your Products. (These include: viewing and downloading sales reports and sales statements; viewing sales of Products; adding new products; modifying sales information about your products.)

3.5 tutti reserves the right to add to, change or withdraw Services as it sees fit.)

3.6 tutti will use all reasonable endeavours to offer Products for sale under this Agreement in accordance with sound commercial practice, providing it does not contravene any governing law or international treaty.

3.7 tutti does not guarantee that Products will be sold.

4. Payments and Accounting

4.1 You agree to provide tutti with details of a bank account or PayPal account where payment can be made to you for sales.

4.2 tutti will make payment on sales within 60 days of the end of the calendar month in which sales are made. (For example, payment on sales in May will be made in July.)

4.3 If VAT is included in the retail price on the sales of your Products, tutti will collect the VAT on your behalf and include it in the payment. You will be responsible for accounting for this VAT.

5. Charges

5.1 tutti will charge an agency fee on the retail price of sales. (This varies according to the service level you have chosen.)

5.2 tutti reserves the right to vary the charges on 30 days’ written notice which may be in the form of a postal letter or an email.

6. Subscription fees

6.1 You agree to pay tutti a monthly subscription fee for Services.

6.2 You agree to supply tutti with details of a valid credit card or debit card from which tutti will take monthly payments in accordance with the agreed level of payment. (Credit card or debit card details are sent to tutti in an encrypted format and are stored by tutti off-line.)

6.3 The monthly subscription fee you pay may change (a) when you add Products or (b) by separate agreement with tutti.

6.4 tutti reserves the right to vary the subscription fees on 30 days’ written notice which may be in the form of an email or postal letter.

7. Ownership

7.1 All Products remain your property until they are sold. (This means that you are responsible for the safe transit of the Products to the fulfilment house. You are also responsible for insurance of the Products at all times prior to their sale.)

8. Grants of Licence, Intellectual Property and Linking

8.1 By entering into this Agreement, you grant tutti, on a non-exclusive, worldwide basis, the right to exercise all copyright, database rights and rights of publicity over the material displayed in your listings in the course of offering your Products for sale, only.

8.2 In return, tutti grants you the right to make personal use of the Services in accordance with this Agreement.

8.3 tutti reserves all right, title and interest in its intellectual property rights in the Site and the Services.

8.4 Suppliers must not include any links (graphical, text or otherwise) in any listing on the Site, except where such links convey users directly to another location on the Site, or to locations which assist in marketing sales of Products on tutti. (By way of example, a link to a recording on YouTube of a performance of the Product.)

9. Data Protection and Privacy

9.1 tutti uses your personal data in the manner set out in the Privacy Notice which is incorporated into this Agreement by reference, in so far as it is applicable to personal data collected or used in connection with the Site and the Services. By using the Services and the Site, you consent to the collection and use of your personal data by tutti in the manner set out in the Privacy Notice. If we decide to change our Privacy Notice, we will post those changes on the Privacy Notice page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it.

10. Warranties and Indemnities

10.1 You warrant that the Products are of a reasonable standard of production and presentation and are fit for the purpose. tutti reserves the right to refuse Products which are not fit for the purpose.

10.2 You (the Seller) shall indemnify and keep tutti (the Agent) indemnified against all actions, suits, proceedings, claims, demands and costs (including any legal costs or expenses properly incurred and any compensation costs and disbursements paid by the Agent on the advice of its legal advisers to compromise or settle any claim) occasioned to the Agent in consequence of any breach of the warranties in this clause 10, or arising out of any claim alleging that the Products sold by the Agent to a third party constitute in any way a breach of this warranty.

10.3 The warranties and indemnities set out in this clause 10 shall survive the termination of this Agreement.

10.4 Disclaimer of Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TUTTI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (c) THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, OR LAWFUL TO SELL. (d) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (e) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF TUTTI. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TUTTI DISCLAIMS ANY AND ALL SUCH WARRANTIES.

11. Term

11.1 This Agreement takes effect from the date when you accept it and lasts for a period of 12 months. When that period ends, the Agreement rolls forward on a month by month basis, and may be terminated on 3 months’ notice, served in writing by post or by email, by the Seller or by tutti.co.uk, or subject to the termination notice under paragraph 12.

12. Termination

12.1 If either party fails to comply with any of the provisions of the Agreement then, if such failure is not capable of remedy, the other may give written notice to such party specifying in what respects it has failed so to comply and forthwith terminate the Agreement, but if such failure is capable of remedy, and unless the defects specified in such notice are remedied within 30 days after service of such notice, the party giving notice may forthwith terminate the Agreement.

12.2 Notices can be sent to you at the e-mail address you provided to tutti. You may send notices to tutti as follows: tutti.co.uk limited, 8 Church Lane, Holme Hale, Norfolk, IP25 7DS, United Kingdom or sell@tutti.co.uk

12.2 Any termination of the Agreement shall be without prejudice to the rights of either party against the other in respect of anything done or omitted to be done under the Agreement prior to such termination or in respect of any sums or other claims outstanding at the time of such termination.