Designer/retail seller terms & conditions

(1) Finematter ApS, an overseas company registered in England and Wales with establishment number BR022777 whose establishment address is at 86-90 Paul Street, EC2A 4NE London ('Finematter'); and,

(2) The individual or entity that has the right to enter into this Agreement ('Partner'). 

(a) Finematter owns and operates the Marketplace.

(c) Seller is a jewellery designer and/or retailer and wishes to sell its products and/or services on the Marketplace.

(c) These Terms & Conditions set out, amongst other things, the basis on which Seller appoints Finematter as its agent to enter contracts on Seller's behalf. 

(1.1) Interpretation. The definitions at Clause 14 apply in these Terms & Conditions. 

(1.2) Commencement. These Terms & Conditions comes into effect upon Finematter providing Seller with access to the Finematter Dashboard. Seller acknowledges that such access will not be granted until: (i) it has completed the application process determined by Finematter, (ii) Finematter has accepted the application at its sole discretion and (iii) Finematter has received in cleared funds any applicable fees (such as a Subscription Fee).

(1.3) Acceptance. By Seller accessing the Finematter Dashboard, Seller agrees to be bound by these Terms & Conditions and all documents, information and policies referred to herein. If Seller is accepting these Terms & Conditions on behalf of an entity, Seller represents that they have the authority to do so.  

(1.4) Duration. These Terms & Conditions shall continue for an initial month or annual term (depending on the Subscription Package chosen by the Seller) and unless terminated, shall automatically renew and continue for successive renewal periods of equal length to the initial term.

(1.5) Termination by Seller. The Seller is bound by the Termination Notice of the chosen Subscription Package. The Seller shall remain liable for the full Subscription Fee applicable to the chosen Subscription Package, even in the event of termination prior to the expiry of the relevant subscription period. No pro-rated or partial refunds will be issued. Termination shall not affect Finematter’s rights in respect of any breach of these Terms & Conditions by the Seller arising prior to termination.

(1.6) Termination by Finematter. Finematter may suspend or restrict the Services provided to the Seller at any time, provided that at least fourteen (14) days’ written notice is given. However, no such notice shall be required if: (i) the Seller is in persistent breach of these Terms & Conditions; or (ii) Finematter is subject to a legal or regulatory requirement that prevents it from providing such notice.

(1.7) Offboarding. Following termination of these Terms & Conditions, however it arises, Finematter shall, unless otherwise agreed with the Seller, remove the Seller’s Product(s) from the Marketplace within fourteen (14) days.

(2.1) Appointment of agent. Seller appoints Finematter as its agent to perform the Services and is authorised to:

(a) list and promote the Products on the Marketplace;

(b) negotiate and conclude contracts for the sale of the Products to Customers; 

(c) invoice Customers and collect payment for the Products;

(d) provide customer support services;

(e) provide Product support services;

(f) and process returned Products.

(2.2) Sales Contract. When a Customer purchases one or more Products via the Marketplace, Customer is purchasing them from the Seller. The purchase of Products is subject to the Finematter Terms and Conditions which are incorporated into the contract between Customer and Seller ('Sales Contract'). Each order for Products accepted by Finematter on Seller's behalf shall constitute a new contract incorporating the Finematter Terms and Conditions. 

(3.1) Seller & Product Information. The Seller shall ensure that: (i) all Seller Information; and (ii) all Product Information and details of the Product(s) on the Finematter Dashboard, are and remain true, accurate, up to date, and complete at all times. The Seller must promptly update such information whenever changes occur, and in any event no later than five (5) days following any request from Finematter or any matter requiring an update. 

(3.2) Lead times The Seller shall, where applicable, clearly state on the relevant Product Page that a Product is made-to-order, and must display the corresponding delivery timeframe.

(3.3) Hallmarking responsibility. Seller shall be responsible for ensuring the Product(s) fulfilled bear the necessary hallmarks for said Products to be legally sold and shipped to the Customer. 

(3.4) Fulfilment. Upon receipt of a Customer Order, the Seller shall:

(a) accept any orders received in the Finematter Dashboard within 24 hours;

(b) ensure the Purchased Product(s) are made available for dispatch within the following timeframes:

(i) for Products described on the Marketplace as "in-stock", within 24 hours of receiving a sale confirmation notification from Finematter;

(ii) or for Products described on the Marketplace as "made-to-order", within the timeframe specified in advance by Seller or agreed with the Customer on a case by case basis;

(c) pack the Purchased Product(s) securely in the Seller’s own branded packaging;

(d) download the Shipping Label from the Finematter Dashboard and affix it to the Package;

(e) order a collection or drop off the Package with the relevant courier;

(f) and ensure the Package is sent to the Customer.

(3.5) Fulfillment errors. If an incorrect or faulty item is delivered to the Customer, Finematter will arrange for the return of the product to the Seller, and the associated logistics costs will be charged back to the Seller. Where an order is returned by the Customer due to late dispatch by the Seller, Finematter will likewise charge back the logistics costs to the Seller. In the event that the Seller refuses a legitimate cancellation or return request, resulting in a successful chargeback by the Customer, Finematter reserves the right to deduct the full order value from the Seller’s next payout.

(3.4) Failure to fulfil. The Seller shall fulfil all products and services listed on Finematter.com. Failure or refusal to fulfil a legitimate Customer order shall constitute a material breach of these Terms & Conditions and may result in immediate termination.

(3.5) Returns. The Seller is responsible for setting and maintaining its own return policy via the Finematter Dashboard, and for ensuring that such policy is kept up to date at all times. The Seller must comply with all applicable distance selling laws in the Customer’s jurisdiction, including, for example, the minimum 14-day return right for Customers based in the UK or Europe. The Seller is also required to accept cancellations prior to dispatch, even where production has already commenced, for any items that are eligible for return under the Seller’s policy. In the event a Product is returned by a Customer, Seller shall be responsible for authenticating the returned Product.

(3.6) Warranty Policy. The Seller shall adhere to Finematter’s Warranty Policy, as published on the Marketplace from time to time. Finematter may amend the Warranty Policy at its discretion, provided that Finematter gives the Seller no less than fourteen (14) days’ notice of any material changes. Finematter shall be entitled to fulfil warranty requests made by Customers on the Seller’s behalf, in accordance with the Warranty Policy, including arranging for repairs or other reasonable services. The costs incurred by Finematter in fulfilling such warranty requests shall be charged back to the Seller, either by deduction from the Seller’s next Payout or by way of invoice.

(3.7) Marketplace conduct. The Seller shall not: 

(a) solicit Customers acquired through Finematter;

(b) fulfil orders outside of the platform;

(c) or include promotional materials in Customer orders that encourage direct purchases outside of the platform.

Any such action shall constitute a material breach of these Terms & Conditions, and Finematter reserves the right to terminate these Terms & Conditions immediately and to charge the Seller commission and customer acquisition costs by way of invoice. 

(3.8) Use of Marketplace. Seller shall not use the Marketplace:

(a) in any way that breaches any applicable law; 

(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; 

(c) to send, use or reuse any material that is: (i) illegal, offensive, abusive, indecent, defamatory, obscene or menacing, and/or (ii) in breach of copyright, trade mark, confidence, privacy or any other right, and/or (iii) otherwise injurious to third parties, and/or (iv) objectionable, and/or (v) which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam";

(d) or to cause harm, annoyance, inconvenience or needless anxiety to any person.

(4.1) Product pricing. Subject to Clauses 5.2 and 5.3, the Seller has complete discretion over how it wishes to price its Product(s) but must not price its Product(s) higher than those prices set publicly on its own website or other direct sales channels. It is the sole responsibility of the Seller to ensure Product prices are accurate at all times. The Seller has full autonomy to update its Product prices at any time via the Finematter Dashboard. 

(4.2) VAT, taxes & duties. all Product prices should be exclusive of VAT or other applicable taxes and duties. Finematter retains the right to apply any relevant VAT rate and/or tariff /duty rate as is in force in the relevant jurisdiction of the customer.  

(4.3) Currency fluctuations. Finematter may, at any time and at its discretion, adjust the prices for Products listed on the Marketplace to account for changes in currency fluctuations and exchange rates. 

(4.4) Pricing errors. In case of a sale made with an erroneous price, the Seller is obliged to fulfil at that price. 

(4.5) Promotional campaigns. Finematter may, at its discretion, choose to run promotional campaigns or discount offers, the terms of which shall be decided by Finematter. 

(5.1) Subscription fee. Where a Subscription Fee applies under the Seller’s selected Subscription Package, the Seller shall pay the Subscription Fee to Finematter for the duration of the Term, which will be charged to the Seller’s Bank Card. The initial charge will be made on the date the Seller selects the relevant Subscription Package (the "Start Date") and will continue to be charged at either monthly or annual intervals thereafter, depending on the Subscription Package chosen. For the avoidance of doubt, in the event that these Terms and Conditions are terminated by the Seller following a proposed amendment by Finematter requiring notice, the Subscription Fee shall remain fully payable, and where applicable, any outstanding amounts shall become immediately due and payable in full upon termination.

(5.2) Finematter's Commission Fee. In respect of Purchased Product(s), Finematter shall charge a commission on the Net Sales Price of the Product, excluding VAT, at the commission rate of the chosen Subscription package.

(5.3) Payment Processing Fee. Seller agrees that: 

(a) Finematter or its authorised provider will charge Customer at the time the order for Product(s) is accepted; 

(b) payment made by a Customer to Finematter shall be considered the same as a payment made directly to Seller; 

(c) Finematter may refund the Customer in accordance with the Sales Contract;

(d) and Finematter shall charge the Seller 3% in Payment Processing Fees.

(5.4) Non-fulfillment fee. The Seller shall pay to Finematter a Non-Fulfilment Fee of 50.00 GBP / $65.00 USD / €60.00 EUR / $100.00 AUD payable by the Seller to Finematter for any order for a Product which the Seller doesn’t accept the order, cancels prior to fulfilment or where the Seller sends an incorrect item to the Customer.

(5.5) Payouts

(a) Finematter shall pay Seller the ex-VAT price of the Product(s) sold, plus any domestic VAT collected, minus Finematter's Fee and Payment Processing Fee, at the end of the next calendar month after expiry of the applicable Product returns period, to the bank account available for nomination on the Marketplace by Seller from time to time (“the Payout amount”);

(b) Finematter will remit any domestic VAT collected on behalf of the Seller as part of the Payout Amount;

(c) Finematter will remit the payments due to Seller in the currency selected by Seller; 

(d) Finematter assumes no liability for any acts or omissions of the Customer or any third party;

(e) In the event of non-payment of any of the Fees according to these T&Cs, Finematter retains the right to deduct any such fees from the following Payout.

(5.5) VAT on Fees. Unless specified otherwise, all Fees are subject to VAT or other similar taxes or levies, all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Fees themselves. 

(5.6) Non-payment. If any sum due from the Seller to Finematter under these Terms and Conditions is not paid on or before the due date for payment, then all sums then owing by the Seller to Finematter shall become due and payable immediately and, without prejudice to any other right or remedy available to Finematter, Finematter shall be entitled to: (i) cancel or suspend its performance of the Terms and Conditions or any order, including suspending provision of the Services, until arrangements as to payment or credit have been established which are satisfactory to Finematter; (ii) charge the Seller the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and (iii) deduct payment from any Payout to the Seller.

(6.1) Seller representations and warranties. Seller represents, warrants, and undertakes that:

(a) Seller has full power and authority to enter into and perform its obligations under these Terms & Conditions;

(b) the Products are of high-quality craftsmanship and production standards; 

(c) neither the Products, nor any information provided to Finematter, shall infringe the Intellectual Property Rights of any third party;

(d) Seller will comply with all applicable laws and regulations, including all applicable laws in relation to the assaying, marking and description of Products containing precious metals; 

(e) the Products will not contain conflict stones; 

(f) Seller will commit to regularly working towards bettering their ethical and sustainable practices and will comply with Finematter's sustainability guidelines in so far as possible; 

(g) Seller will only use suppliers that meet the principles listed in Clauses 6.1(e) and 6.1(f);

(h) if Seller is resident or registered:

(i) in the European Union, Seller is compliant with the VAT Mini One Stop Shop rules (MOSS) (as is updated or amended from time-to-time);

(ii) or outside the European Union or in the United Kingdom, Seller is compliant with such equivalent rules being prescribed by applicable law or authority (as is updated or amended from time-to-time).

(6.2) Exclusion of warranties. Other than as set out in these Terms & Conditions, all warranties, conditions, terms, undertakings or obligations of Finematter, whether express or implied, and including any implied terms relating to quality and fitness for any particular purpose are excluded to the fullest extent allowed by applicable law. 

(6.3) Indemnities. Seller shall indemnify, keep indemnified and hold harmless Finematter from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it as a result of or in connection with: 

(a) a breach by Seller of Clause 6.1;

(b) or any allegation, action, demand or claim that the Products, the Product Information, and/or Seller's name and trade marks infringe the Intellectual Property Rights of any third party.

Privacy policy. Finematter shall comply with the Privacy Policy available on the Marketplace.

(8.1) Marketplace, Services and Curated Content. Finematter or its licensors own all Intellectual Property Rights in the Marketplace, Services, and Curated Content. Seller is granted permission to use the Intellectual Property Rights in: the Marketplace and Services subject to the provisions of these Terms & Conditions; and  the Curated Content on its own social media channels, but only if Seller: 

(a) clearly accredits Finematter as the owner of all Intellectual Property Rights (for example "Photo by Finematter");

(b) and tags Finematter using its relevant social media handle (as communicated by Finematter from time to time) within the post or caption.

(8.2) Seller is prohibited from using the Curated Content for any other purposes other than as set out in this Clause 8.1, which, for the avoidance of doubt, prohibits use on Seller's own website, marketing materials or authorising use by third parties.

(8.3) Finematter data. Finematter or its licensors own all Intellectual Property Rights in any data created by or on behalf of Finematter. 

(8.4) Finematter website look & feel. Finematter retains full discretion over the design, layout, and content of the Website (including all areas where Products are displayed), as well as sole authority over the inclusion, positioning, and presentation of any Seller information. Finematter reserves the right to remove any of the Seller’s Products from the Website at its sole discretion.

(8.5) Products, Product Information and Seller trade marks. Seller or its licensors own all Intellectual Property Rights that subsist in the Products, the Product Information, and Seller's name and trade marks. Finematter is granted permission to use the Product Information and Seller's name and trade marks to perform the Services.

(8.6) Withdrawal of infringing items. In the event of any action, demand or claim that the Products, the Product Information, or Seller's name and trade marks infringe the Intellectual Property Rights of any third party, Finematter may, without prior notice, withdraw the allegedly infringing information from the Marketplace until such time as the action, demand or claim is resolved. 

(9.1) Obligation of confidentiality. Each party agrees that it may use the other party's Confidential Information only in the exercise of its rights and performance of its obligations under these Terms & Conditions and that it shall not disclose the other party's Confidential Information including all know­how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind except in accordance with this Clause 9.

(9.2) Exceptions. Each party may disclose the other party's Confidential Information:

(a) to those of its employees, officers, advisers, agents or representatives who need to know the other party's Confidential Information in order to exercise the disclosing party's rights or perform its obligations under these Terms & Conditions, provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this Clause 9 as if it were a party;

(b) or as required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.

(10.1) Unlawful exclusions. Notwithstanding any provision in these Terms & Conditions, neither party excludes or limits any liability to the extent the same cannot be excluded or limited by law.

(10.2) Exclusions of liability. Subject to Clause 10.1, Finematter shall not be liable to Seller in respect of: 

(a) any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), of whatever nature and whether based on contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with these Terms & Conditions or any activities related to these Terms & Conditions;

(b) or  Seller's non-compliance with applicable laws, including those in relation to the assaying, marking and description of Products containing precious metals.

(10.3) Financial cap on liability. Subject to Clause 11.1, Finematter's total liability to Seller shall be a sum equal to the fees paid or payable by Finematter to Seller in accordance with these Terms & Conditions in the preceding twelve (12) months. Finematter's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms & Conditions. 

(11.1) Right to terminate. Either party may terminate these Terms & Conditions immediately if the other party commits a material or persistent breach of these Terms & Conditions. 

(11.2) Consequences of termination. Upon termination: 

(a) each party shall promptly pay to the other any outstanding fees due under these Terms & Conditions. For the avoidance of doubt, this shall include sums due on orders for Products which were accepted prior to termination of these Terms & Conditions, provided such orders have not been cancelled or returned by a Customer during the applicable returns period; 

(b) all rights granted to and by Seller under these Terms & Conditions shall immediately terminate;

(c) and any provision of these Terms & Conditions that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. 

(12.1) Dealing. Seller may not assign, transfer, sub-license or deal in any other manner with any or all of its rights or obligations under these Terms & Conditions, without Finematter's prior written consent. Finematter may transfer, assign, sub-contract or deal in any other manner with any or all of its rights or obligations under these Terms & Conditions, without notifying Seller or receiving Seller's consent.

(12.2) Third parties. Except as otherwise expressly stated, these Terms & Conditions does not give rise to any rights of a third party to enforce any term of these Terms & Conditions.

(12.3) Entire agreement. These Terms & Conditions and all documents referred to herein, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(12.4) Waiver. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terms & Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under these Terms & Conditions shall prevent any future exercise of it or the exercise of any other right, power or remedy.

(12.5) Variation. Finematter may elect to change or supplement these Terms & Conditions from time to time, at its sole discretion. Finematter will exercise commercially reasonable business efforts to provide notice to Seller of any changes to these Terms & Conditions. Within ten (10) business dates of posting changes to these Terms & Conditions (or ten (10) business dates from the date of notice, if such notice is provided), they will be binding on Seller. If Seller does not agree with the changes, Seller may terminate these Terms & Conditions. If Seller continues to use the Services after such ten (10) business day period, Seller will be deemed to have accepted the changes to these Terms & Conditions. In order to participate in certain Services, Seller may be notified they are required to agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms and conditions are hereby incorporated into these Terms & Conditions. 

(12.6) Governing law. These Terms & Conditions 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.

(12.7) Jurisdiction. 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, these Terms & Conditions, its subject matter or formation (including non-contractual disputes or claims).

'Confidential Information'

means any and all confidential information (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other's business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including without limitation information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party;

'Curated Content'

means the photographs, materials and other content created by Finematter or its authorised provider; 

'Customer'

means consumers using the Marketplace to purchase Products;

'Finematter's Fee'

has the meaning given to it in Clause 6.3; 

'Finematter Terms and Conditions'

means the latest version of Finematter's standard terms and conditions with Customers that is available on the Marketplace;

'Intellectual Property Rights'

means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; and (v) wherever existing;

'Marketplace'

means the online marketplace operated by Finematter which, amongst other things (i) showcases a curated selection of design-leading jewellery pieces from independent and high-quality jewellery designers, and (ii) enables Customers to purchase high-end jewellery products directly from Partner;

'Net Sales Price'

means the gross sales price less shipping costs, VAT and other sales taxes;

'Product Information'

means information about each Product, including the price, the description, suitable photographs (where agreed in advance), and all other information requested by Finematter;

'Products'

means the products or services listed, or to be listed, for sale on the Marketplace;

'Purchased Product(s)'

means one or more Products purchased by a Customer via the Marketplace;

'Returns Policy'

means the latest version of Finematter's standard returns policy which is available on the Marketplace;

'Sales Contract'

has the meaning given to it in Clause 2.2;

'Services'

means the services to be provided by Finematter under this Agreement and as more particularly described in the Schedule; 

'Warranty Policy'

means the latest version of Finematter's warranty policy which is available on the Marketplace. 

• Partner page: Finematter shall provide Partner with its own branded page on the Marketplace to showcase Partner and the Products. 
• Promotion services: Finematter shall promote and market the Products on the Marketplace.
• Content creation: Finematter or its authorised providers shall arrange for professional photography of the Products and such other video, photo, editorial and/or promotional content services as Finematter shall determine. A selection of content will be provided to Partner for the purpose of showcasing their Products on the Marketplace. In the event Partner has pre-existing and high-quality content (the suitability of which shall be Finematter's decision), Finematter shall use those existing photographs instead.
• Payment handling: Finematter or its authorised providers shall provide payment processing services, including receipt of payment for the Products from the Customer. 
• Shipping and delivery: Finematter or its authorised providers shall provide shipping of Purchased Product(s) to Customer. Finematter or its authorised shipping provider shall collect Purchased Product(s) from Partner's designated collection location and will deliver the Products to the Customer. 
• Customer service: Finematter or its authorised providers shall provide support services to Customers, or prospective customers, by WhatsApp and email.
• Product support services: Finematter or its authorised providers shall provide ancillary services to Customers, such as re-sizing of Products and Product repair services.
• Insurance: Finematter or its authorised providers shall insure all Purchased Product(s) during shipping transit. Insurance will cover Purchased Product(s) from the point at which they are collected from Partner's collection location to delivery to the Customer.
• Fraud control: Finematter or its authorised providers shall provide fraud prevention services.
• Returns: Finematter or its authorised providers shall provide a returns service, and shall handle the return of any Purchased Product(s) by Customer and deliver the Purchased Product(s) to Partner's designated collection point.
• Hallmarking: Finematter may provide assistance with the assaying, marking and description of Products containing precious metals. Finematter may charge additional fees for this service.