TERMS OF SERVICE

OVERVIEW

This website is operated by Stand Twelve Ltd. Throughout the site, the terms “we”, “us” and “our” refer to Stand Twelve Ltd. The terms “you” and/or “your” refer to any visitor of the Site and/or the Application and any user of the Services, including any Wholesaler or Retailer (as defined below). Stand Twelve Ltd. offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on woocommerce.com. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 – ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – KEY DEFINITIONS

1.  Content means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

2.  Stand Twelve Content means Content that Stand Twelve makes available through the Services including any Content licensed from a third party.

3.  User means a business that completes Stand Twelve’s user account registration process, as described under the “Account Registration” section below.

 

3.1 Wholesaler means a business that completes Stand Twelve’s account registration process in order to sell to registered Retailers

 

3.2 Retailer means a business that completes Stand Twelve’s account registration process in order to buy wholesale goods from registered Wholesalers

 

SECTION 3 – GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 4 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 5 – ACCOUNT REGISTRATION

To access certain features Stand Twelve, you must register to create a User Account (“User Account”) to become a User. Stand Twelve offers two types of Accounts.

1.  Retailer Account for buyers who purchase wholesale goods through the Services for the purpose of resale (Retailers)

 

To purchase goods through the Services as a Retailer, you need to establish a Retail Account, which is free. When you sign up as a Retailer, you will be required to submit customary information such as your first and last name, website address and email address. Additional detail regarding information collected can be found in our Privacy Policy. You acknowledge and agree that by submitting your application to become a Retailer, you authorise Stand Twelve and its designated agents to access your personal and business credit history, including obtaining a consumer credit report, for the purpose of evaluating your eligibility for a line of credit with Stand Twelve. You further understand that credit inquiries may impact your credit score.

By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased and any applicable taxes and other fees that may arise. We reserve the right to correct any errors in pricing. We and the Wholesaler have the right to refuse an order.

 

 

2.  Wholesaler Account for sellers who offer to sell and/or sell their goods to Retailers through the Services.(Wholesalers)

 

To sell goods through the Services as a Wholesaler, you must submit an application to, and be approved by, Stand Twelve. The application process and Wholesaler Account are both free. The application seeks basic information about you, your company and your products. If approved as a Wholesaler, you will be required to submit additional information, including information about your business, where to deposit funds from sales of your products and applicable tax. Additional detail regarding information collected can be found in our Privacy Policy. 

 

 

The two User Accounts gives access to different aspects of the Services.

You may register directly via the Site. In order to register, you will be required to provide certain information (depending on the type of User Account), and you will be provided with a username and a password. You agree that all information you provide to register for a User Account (and/or for any subsequent activity or interaction with Stand Twelve), is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or information you provide, consistent with GDPR.

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to temporarily suspend or permanently terminate your User Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your User Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your User Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

 

SECTION 6 – MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 7 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

Wholesalers will be featured in our weekly newsletters to Retailers at the discretion of Stand Twelve. Wholesalers may request additional features, but this will not be guaranteed.

SECTION 8 – THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party vendors. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Stand Twelve Ltd is a marketplace.  We are not responsible for any communications or agreements made between the Wholesalers and the Retailers, nor will we become involved in the settling of any disputes.

SECTION 9 – TERMS OF SALE

The goods and prices offered on the Stand Twelve website are intended exclusively for B2B.

The automatic order confirmation displayed to the customer and sent by e-mail serves only as documentation of receipt of the order by Stand Twelve and does not constitute acceptance of the order. A sales contract is only concluded when the ordered product has been dispatched to the Retailer by the Wholesaler.

SECTION 9.1 

If no copies of the product selected by the Retailer are available at the time of the customer’s order, Stand Twelve will inform the customer of this in a timely manner. If the product is permanently no longer available, a contract shall not be concluded. If a product ordered by the Retailer is only temporarily unavailable, Stand Twelve will inform the Retailer of this. Should the delivery be delayed for more than four weeks due to the lack of availability on the basis of the delivery time estimated when the order was placed, the Retailer has the right to withdraw from the contract.

SECTION 9.2

Unless otherwise stated in the Wholesaler’s product description, the prices quoted are net prices which do not include the statutory value added tax.

For deliveries to countries outside the European Union, additional costs such as taxes and import duties may be incurred for which neither Stand Twelve nor the Wholesaler are responsible and which are to be borne by the Retailer. These may also include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union but the customer makes the payment from a country outside the European Union.

SECTION 10  – PAYMENT TERMS

Retailers : We offer 60 day invoice payment terms as a payment option. When buying on account, you receive the goods before paying the invoice and you have a payment period of up to 60 days. The payment method invoice purchase presupposes if necessary a successful credit check. With your registration at Stand Twelve, you agree to a possible exchange of data with other companies and credit agencies in case of justified interest and reason. Your data will be treated in accordance with the applicable data protection regulations (GDPR). At the discretion of Stand Twelve, you may, in some cases, be required to make a proforma payment for your first order.

Failure to settle an invoice within the 60 days will result in legal action.

Wholesalers : With your registration at Stand Twelve, you will be asked to supply information about your business, including where to deposit funds from sales of your products and applicable tax. Your data will be treated in accordance with the applicable data protection regulations (GDPR).
Once goods are tracked as delivered on your chosen courier’s tracking system payment will be made to you nominated bank account within 1 – 3 working days. Stand Twelve will deduct 10% commission + VAT from your order total excluding shipping.

SECTION 11  – DELIVERY TERMS

The shipping costs are set by each individual Wholesaler and are calculated in addition to the value of the goods. Occasionally information on shipping costs may not be available to the Retailer. In these instances, Stand Twelve will advise the Retailer on an individual basis once the order has been received so that the sales contract may be concluded.

Goods shall be delivered by tracked shipment to the delivery address specified by the Retailer.

Payments to Wholesalers for deliveries that are not tracked will not be made.

If the transport company returns the shipped goods to the Wholesaler because delivery to the Retailer was not possible, the Retailer shall bear the costs for the unsuccessful shipment, unless it can be proven that he/she is not responsible for the circumstance that led to the prevention of successful delivery.

SECTION 12  – LOSS OR DAMAGE

If the purchased item(s) is/are defective, the Retailer is required to notify Stand Twelve within 48 hours of receiving the delivery. Stand Twelve will notify the Wholesaler immediatley and the defective good(s) must be replaced within a timescale congruent with the advised lead time for the individual Wholesaler.

If the goods show obvious transport damage, the Retailer is requested to complain to the shipper about shipped goods and to inform Stand Twelve accordingly.  Stand Twelve and the Wholesaler are not liable for goods damaged in transport, but will work to endeavour to find resolution with the shipper.

 

SECTION 13 – DISPUTE RESOLUTION

In case of dispute, You and Stand Twelve agree that both parties will attempt to settle any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) using Alternative Dispute Resolution. ADR allows the contracting parties to agree that if a dispute arises, they will use an alternative form of dispute resolution (such as mediation) as a step prior to, or at least alongside, court action or binding arbitration.

 

If any dispute arises in connection with this agreement, a director [or other senior representatives of the parties with authority to settle the dispute] will, within 14 working days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

If the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the ProMediate Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by ProMediate.To initiate the mediation a party must give notice in writing (‘ADR Notice’) to the other party[ies] to the dispute, referring the dispute to mediation. A copy of the referral should be sent to ProMediate. 

Unless otherwise agreed, the mediation will start not later than [28] [working] days after the date of the ADR Notice.’

‘No party may commence any court

proceedings/arbitration in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.’

 

SECTION 13.1 INTERNATIONAL DISPUTE RESOLUTION


‘If any dispute arises in connection with this agreement, the parties will attempt to settle it by mediation in good faith in accordance with the ProMediate Mediation Procedure and the mediation will start, unless otherwise agreed by the parties, within 28 days of one party issuing a request to mediate to the other. Unless otherwise agreed between the parties, the mediator will be nominated by ProMediate. 

The mediation will take place in London, UK 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 28 days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration. ProMediate shall be the appointing body and administer the arbitration. ProMediate shall apply the UNCITRAL rules in force at the time arbitration is initiated. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be 1 and the seat or legal place of arbitration shall beLondon, England.

 

SECTION 14 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Should a Wholesaler on Stand Twelve receive repeated negative feedback, Stand Twelve reserves the right to terminate their User Account without notice.

 

SECTION 15 – PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy (GDPR).

SECTION 16 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 17 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 18 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Stand Twelve Ltd., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 19 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Stand Twelve Ltd. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 20 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 21 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 22 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

Stand Twelve reserves the right not publish any imagery that is deemed inappropriate or offensive.

SECTION 23 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England and Wales.

SECTION 24 – CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 25 – CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at info@standtwelve.com

STAND TWELVE LTD., 69 MUIRKIRK ROAD, LONDON, SE6 1BJ

 

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