1.1.   These terms and conditions (the “Terms“), our Policies and any other documents that we refer to below, set out and form the legally binding agreement (the “Contract“) between you and us.

1.2.   By creating an account with KVIST Boutique as a Seller, or otherwise consenting or agreeing to the Terms, you agree to be bound by these Terms. It is important that you read and understand these Terms before agreeing to them.

Commission means 20% of the Sale Value.

Controller means as defined in the Data Protection Laws.

Confidential Information means any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, Intellectual Property Rights, or software of either party.

Customer means the customer purchasing the Products via the Website.

Data Protection Laws means all applicable law relating to the processing, privacy, and/or use of Personal Data, as applicable to either party or the Website, including:

1.         the GDPR;
2.        the Data Protection Act 2018;
3.       any laws which implement or supplement any such laws; and
4.       any laws which replace, extend, re-enact, consolidate or amend any of the foregoing (whether or not before or after the date of this  Contract).        

First Year means our first year of live trading from 08.11.2021 to 07.11.2022.

Founder Members means Sellers who have registered via our online form, been approved by us and set up an account on our Website with a minimum of five live Products by 21.11.2021.

GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

Handcrafted Policy means our policy for selling handcrafted Products on our Website.

Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trade marks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, domain names, business names, rights in computer software, , semiconductor topography rights, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;

KVIST Boutique means the trading name of a division of KVIST architecture & design Ltd.

Personal Data means as defined in the Data Protection Laws.

Policies means any policy (including, but not limited to the Handcrafted Policy and any guides relating to content and style) which we may notify and make available to you through the Portal (or otherwise) from time to time.

Portal means the Seller’s area of the Website where you upload and manage your Product listings/sales.

Products means the products and goods that you wish to promote and sell through the Website.

Sale Value means the monetary value of each sale of a Product, after any applied discounts (if applicable) but excluding delivery charges.

Seller Content means images, photographs, graphics, diagrams, drawings, interviews, videos, descriptions, copy, dimensions and any other materials or information that you provide to us to market and sell the Products via the Website.

Website means the website available at www.KVISTBoutique.co.uk and the associated Portal.

we / us / our means KVIST Boutique.

Working Days means a day other than a Saturday, Sunday or public holiday in England.

you / Seller means the seller who offers Products for sale via our Website in accordance with the Contract.

3.1.   Website: our Website provides a platform for you to offer your Products for sale to Customers. You authorise us to process sales of your Products to Customers who place orders via the Website. Once an order has been placed, the contract for sale and purchase is between you and the Customer.

3.2.   Transactions: we will process payments for your transactions electronically through a third-party payment processor. We do not accept payment for Products except via our Website.

3.3.   Refunds: where a Customer is entitled to a refund in accordance with the stated returns or refunds policy this will be processed via the Portal and payment processor.

3.4.   Pay-outs: you will receive payment via the payment processor for all sales of your Products made, less: (a) our agreed Commission; (b) any transaction fees; and (c) other deductions that we are entitled to make.

3.5.   Content: we reserve the right to remove from the Website any material that is uploaded by you or on your behalf that we consider to be unacceptable for any reason. We will inform you as soon as practicable if that happens and we shall seek to resolve it.

4.1.   Login: Once registered and approved, you will be invited to create an account for the Portal enabling you to upload details of your profile and Products to the Portal.

You must ensure that your account log-in details and your password are kept confidential and that the Portal is only accessed by a responsible member of your business who has been trained to upload Seller Content on the Website. Any unauthorised access must be notified to us immediately.

4.2.   Compliance: You must comply with our Policies and guidelines, including handing Customer data, and all other reasonable requirements with regard to all Seller Content, information, data, images and graphics concerning your business and the Products that you offer for sale via our Portal.

You will also comply promptly with any reasonable requests or instructions by us or our authorised personnel concerning the use of our services or Portal.

4.3.   Products: Every Product listed for sale must be original, of a high quality, and handcrafted and made in the UK. These are core values of KVIST Boutique so that we maintain the integrity and quality of the Website.

Handcrafted items are Products that are made and/or designed by you in accordance with our full Handcrafted Policy.

When you sell handcrafted Products, you agree that:

All handcrafted Products are made or designed by you and made in the UK.

You must use your own high-quality photographs or video content — not stock photos, artistic renderings, or photos used by other sellers or sites.

If you are selling Custom Order Products:

Products must be available to purchase at the set price that is clearly advertised.

If you are using photographs of previous work with options for customisation (such as colour choices) included in the listing, you must make it clear in your description that the photos shown are just examples.

All Product descriptions and information must be accurate. The price and availability of all Products must be clearly displayed and kept up to date. Where applicable, VAT must be shown and included in the sale price.

4.4.   Availability: You must only offer Products for sale that you have in stock or are able to supply once an order has been accepted by you within the stated timescale.

You must have a minimum of five different Products listed and available, with at least one of each Product available for sale at any one time unless specifically agreed with KVIST Boutique. We do not require that out of stock items have to be replaced with a like-for-like Product.

4.5.   Appropriate Content: You must not include, provide or upload to the Portal any Seller Content or other material that is misleading or inaccurate or might reasonably be considered inappropriate, offensive, defamatory or illegal. Also, you must not provide a link to another website (except with our previous written consent).

4.6.   Order Process: When an order is placed by a Customer, you will immediately have a contract with the Customer for the supply and fulfilment of the Product(s) ordered and you will be responsible for performing that contract.

Once an order has been placed you agree to:

4.6.1.fulfil the Customer order as soon as reasonably possible;

4.6.2. confirm to the Customer the time and method of dispatch;

4.6.3. 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;

4.6.4. notify the Customer promptly through the Portal or another agreed channel at each of the following stages:

1. receipt of order notification, with an estimated dispatch date;
2. dispatch of an order with an expected delivery date;
3. any enquiries relating to the order; and
4. processing of an exchange or refund,

4.6.5. include with all orders the appropriate item of KVIST Boutique stationery and such additional documentation or material as may be required and/or provided by us.

4.7.   Communication with Customers

You agree to ensure that any and all correspondence with any Customer will:

4.7.1. be solely for the purposes of managing a Customer order or to direct Customers to us for refunds;

4.7.2. be via the KVIST Boutique Portal or, if that is not possible, then at all times include a reference to us; and

4.7.3. not be for the purposes of self-promotion, marketing or to direct Customers away from our Website to order directly from you.

You agree to respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within three Working Days and to advise us of any escalated unresolved Customer enquiries as soon as possible.

4.8.   Delivery: You are responsible for arranging the delivery of your Products to the Customer in accordance with the agreed delivery terms and for the costs associated with delivery.

5.1.   We cannot currently process the purchase of bespoke or custom orders (“Custom Orders”) via the Website. Customers seeking to engage you for this type of work will be directed to a contact form.

5.2.   We will liaise directly with you about arranging any such Custom Orders and a Commission will be applicable on the agreed Sale Price.

5.3.   Any bespoke or custom orders made directly to you (not via the Website) are not subject to any Commission or fee payable to KVIST Boutique.

6.1.   As all sales made via the Website are ‘distance sales’ for the purpose of consumer protection legislation in the UK, you will be aware that in some, but not all, cases, the Customer may have a right to cancel the contract with you within a specified period (usually 14 days) and you must include this right in your contract with Customers.

6.2.   If any Product is defective, damaged or incomplete or if there is an incorrect delivery, the Customer should immediately notify you and us. In these circumstances the Customer will be entitled to an appropriate replacement, repair or refund in respect of the damaged or defective Product and reimbursement of the reasonable cost of returning the Product to you.

7.1.   The Commission is the fee we charge you for any sale you make from using our Website.

7.2.   The Commission is subject to review and may be increased from time-to-time.

7.3.   Any additional services that we provide to you may be subject to an additional fee.

7.4.   All sales are subject to a card transaction fee which you will be responsible for paying.

7.5.   We may choose to change our payment processor at any time resulting in our card transaction fee being subject to change.

8.1.   You authorise us to:

8.1.1.process all payments made by Customers of your Products purchased via our Website; and

8.1.2.process any refunds notified to us in accordance with our returns and refunds policy.

8.2.   Payments due to you for sales will be paid to you less commission and any other agreed fees and charges (including, but not limited to, payment processing fees).

9.1.   You warrant and undertake to us that, for the duration of the Contract between us:

9.1.1.your business is established in the United Kingdom and that the identification data of your business and authorised personnel is accurate and will be kept up to date;

9.1.2.you and those authorised by you will discharge your obligations under these Terms with skill, care and timeliness;

9.1.3.your use of the Website will not have any adverse effect on our service or the functionality of our Website or introduce any virus or cause any harm;

9.1.4.all Products sold by you will be fit for purpose, meet their description on the Website and be free from any third-party claims, rights and interests;

9.1.5.no Seller Content or other material uploaded by you or on your behalf will subject KVIST Boutique to any claim or allegation of infringement of any Intellectual Property Rights of any third party;

9.1.6.you will comply with all legislation and regulations applicable to the sale of your Products, including all product safety and product marking laws and regulations and trading standard requirements; and

9.1.7.you will, at all times, maintain a consistently high-quality standard with regard to your sales, Products and (where applicable) after-sales service and you will ensure that no action of yours or of any of your personnel or suppliers adversely affects our services, Website or our reputation.

10.1.  The Intellectual Property Rights in the Website (with the exception of the Seller Content) and any materials, designs and documentation prepared by us are, and will remain, the property of KVIST Boutique or its licensors.

10.2.  We hereby grant you a non-exclusive, revocable, non-transferable, non-sublicensable licence to access the Website and use the Portal to the extent necessary for the purposes of the Contract between us, but not for any other purpose.

10.3.  You hereby grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable licence to the Content and any content that you upload to our Portal or is publicly available for us to utilise for the Website and for selling, promoting and marketing the Products and your business.

10.4.  We reserve the right to take extracts or edit the Seller Content to suit the formatting of social media platforms and advertising material without seeking your prior approval.

10.5.  You agree not to access, use or permit access to, all or any part of the Portal in order to copy, modify or reverse engineer any part of it or with the objective to build a product or service which competes with it.

11.1.  We shall have no liability to you for any loss of profit or other economic loss, foreseeable losses, loss of data, loss of business or any other economic, indirect or consequential loss, costs, expenses, damages or other claims that arise in connection with the Terms, or for any liability incurred by you to a Customer, or to any other person, whether arising from the provision of our services, the Website or otherwise.

11.2.  In the event of any dispute arising out of or in connection with the sale of a Product by you to a Customer, the dispute will be a matter for resolution between you and the Customer.

11.3.  If a claim is made against us in connection with any sale of your Products, whether by the Customer or any third party, you irrevocably agree to compensate us in full for any loss or damages we incur as well as our costs and expenses (including legal and other professional fees) in defending or settling the claim.

11.4.  Nothing in these Terms excludes or limits liability for death or personal injury caused by our or your negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.

11.5.  Subject to condition 11.4, our total liability to you if we fail to comply with the Contract will be limited in aggregate to a maximum of £250.

12.1. Both parties will comply with all applicable requirements of the Data Protection Laws. This condition 12 is in addition to, and does not relieve, remove or replace, yours or our obligations under the Data Protection Laws.

12.2. We both acknowledge and agree that, for the purposes of the Data Protection Laws, we are both independent Controllers. You are free therefore to process such Personal Data relating to a Customer when such Customer purchases a Product from you through the Website. You may 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.

12.3. We will ensure that we have all necessary rights and notices in place for lawful transfer of Personal Data to you for the duration and purposes of this Agreement.

12.4. You will, in relation to any Personal Data processed in connection with the performance by you of your obligations under this Contract:

12.4.1.   only process that Personal Data in accordance with the Data Protection Laws;

12.4.2.   ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

12.4.3.   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

12.4.4.   maintain complete and accurate records and information to demonstrate your compliance with this condition 12 and permit us to audit you for compliance purposes.

12.5. We consent to you appointing such third-party processors of Personal Data as are required by you to fulfil your obligations under this Contract. You confirm that you have entered or (as the case may be) will enter into a written agreement with the third-party processor which include terms which are substantially similar to those set out in this condition 12.

12.6. You agree to remain fully liable to us for all acts or omissions of any third-party processor you appoint in relation to this condition 12, and you will promptly give us a list of all such sub-processors if we ask.

12.7. You agree to compensate us in full for any and all liabilities, costs, expenses, fines, damages and losses we incur in connection with any claim arising out of any breach by you of this condition 12 including any 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.

12.8. This condition 12 will survive termination or expiry of the Contract.

13.1.  The parties shall keep all Confidential Information confidential, except in accordance with these Terms, and will not, without the written consent of the other party, disclose any Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information).

13.2.  For the avoidance of doubt, you authorise us (including our employees, agents and contractors) to hold and process any information you provide to us in connection with you or your business.

13.3.  The obligations of confidentiality under these Terms will not extend to any matter which either party can show:

13.3.1. is in or has become part of the public domain, other than through a breach of the Terms or other confidentiality obligations;

13.3.2. was lawfully in the possession of the recipient before the disclosure under the Terms took place;

13.3.3. was independently disclosed to it by a third party entitled to disclose the same; or

13.3.4. is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.

13.4.  The obligations of confidentiality under this condition 13 will remain in force for three (3) years after the termination or expiry of the Contract.

14.1.  We reserve the right to give you notice at any time to terminate the Contract between us if:

14.1.1. you commit a breach of any of these Terms or (in the case of a remediable breach) you fail to remedy it within 10 Working Days of being requested to do so;

14.1.2. you cease or suspend trading, become insolvent, unable to pay your debts or declared bankrupt or, if a limited company, you have a liquidator, receiver or administrative receiver appointed; or

14.1.3.  you or any of your personnel act or fail to act in any way that in our reasonable opinion is unacceptable and/or harmful for any Customer or for the reputation of KVIST Boutique, KVIST architecture & design Ltd (trading as KVIST Interior Design) or other Sellers on the Website.

14.2.  We or you may terminate the Contract for any reason on 30 days’ written notice.

14.3.  During the termination notice period:

14.3.1.   your Products will continue to be displayed on the Website and will be available to order;

14.3.2.   you will still be responsible for any Customer communications and any refunds or returns;

14.3.3.   you will still be liable for any Commission or any other fees due to us; and

14.3.4.   all of your other obligations set out in the Contract will continue to apply.

14.4.  On the date that the Contract terminates:

14.4.1. you will cease to have access to our Portal;

14.4.2. all Seller Content concerning your business and Products will be removed from the Website; and

14.4.3. we will account to you for any amounts owed at the termination date less any amounts due to us from you.

15.1.  We will not have any liability to you if we are prevented from performing any of our obligations due to circumstances beyond our reasonable control. These includes, but are not limited to, internet disruption, power failure, fire, flood, act of nature, terrorism, civil disturbance, strike, epidemic (including coronavirus and any regulations relating to control of the epidemic) or difficulty in obtaining labour (“Force Majeure”). In any of these circumstances we reserve the right to suspend the Contract between us and we will not be liable for any breach of contract during a period of Force Majeure. We will inform you as soon as practicable of a Force Majeure event.

15.2.  The same terms will apply if you are affected by Force Majeure.

15.3.  Each of us will make all reasonable efforts to mitigate the effect of Force Majeure. If it continues for more than 60 days, ether party may give notice to terminate the Contract between us.

We reserve the right to amend these Terms and our Policies from time to time for any reason. This may include changes in market conditions or in technology, changes in payment methods, or changes in relevant laws and regulatory requirements. The changes will take effect on a date notified to you and they will not affect any contract for the sale of Products that is concluded before then.

Notices: Any notice to be given by either of us to the other may be delivered by email, by hand or by first class post. A notice will be treated as delivered two Working Days after it is posted, or on the day of delivery in the case of email or hand delivery if this is during normal working hours of the recipient, otherwise, it will be on the next Working Day.

Assignment: Neither we nor you may transfer or assign any of our respective rights or obligations arising under the Contract without the other party’s prior written consent.

Entire agreement: The Contract forms the entire agreement between us relating to your use of our services, the Website and supersedes any previous discussions, representations, correspondence, understanding or agreement between us relating to the subject matter of the Contract.

18.1.      If there is a dispute which we cannot settle by direct negotiation, either of us may require that it is referred to mediation before any legal proceedings are commenced. Any dispute that is not settled by agreement or mediation will be finally decided by the English courts.Bottom of Form

18.2.  The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

18.3.  Subject to condition 18.1, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).