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'). 

1) Finematter owns and operates the Marketplace.

2) Partner is a jewellery designer and/or retailer and wishes to sell its products and/or services on the Marketplace.

3) This Agreement sets out, amongst other things, the basis on which Partner appoints Finematter as its agent to enter contracts on Partner's behalf. 

(3.1) Interpretation. The definitions at Clause 14 apply in this Agreement. 

(3.2) Commencement and duration. This Agreement comes into effect upon Partner's acceptance of these terms and, unless terminated earlier in accordance with Clause 12, shall continue until terminated by either party giving at least fourteen (14) days' written notice. 

(3.3) Acceptance. By Partner indicating their acceptance or accessing the Services, Partner agrees to be bound by this Agreement and all documents, information and policies referred to herein. If Partner is accepting this Agreement on behalf of an entity, Partner represents that they have the authority to do so.

(4.1) Finematter shall provide the Services subject to the provisions of this Agreement.

(4.2) Appointment as agent. Partner 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 Customer and collect payment for the Products;

(d) provide customer support services;

(e) provide Product support services; and

(f) process returned Products.

(4.3) Sales Contract

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

(5.1) Partner shall, at all times and unless otherwise agreed, list a minimum of fifteen (15) different Products for sale on the Marketplace, with such Products to be agreed between Finematter and Partner. 

(5.2) Minimum commitment. Partner shall, at all times and unless otherwise agreed, list a minimum of fifteen (15) different Products for sale on the Marketplace, with such Products to be agreed between Finematter and Partner. 

(5.3) Hallmarking responsibility. Partner shall be responsible for ensuring the Products bear the necessary hallmarks for said Products to be legally sold and shipped to the Customer. 

(5.4) Product Information. Partner shall promptly provide Finematter with complete and accurate Product Information and all other information requested by Finematter. Partner shall ensure the description of Products containing precious metals complies with all applicable laws. 

(5.5) Samples. Partner shall, if requested by Finematter: 

(a) loan Finematter a sample of Products for the purpose of product photography for a reasonable period of time. Finematter shall take reasonable care of the Products and shall be responsible for any loss or damage; and/or

(b) allow Finematter to purchase any Product from Partner at cost price. Finematter will use any Products purchased in accordance with this Clause 4.4(b) for the purpose of providing the Services, including but not limited to, extended editorial photography, gifts for influencers and Partner representation; and

(c) pay all postage and packaging costs associated with the shipping of Products in respect of this Clause 4.4.

(5.6) Packaging. Partner shall pack the Purchased Product(s) using the Packaging Kit.

(5.7) Collection. Partner shall:

(a) Ensure that Purchased Product(s) are ready for collection by Finematter or its authorised provider 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; or

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

(b) follow all instructions prescribed by Finematter or its authorised provider, including the printing and affixing of delivery labels.

(5.8) Use of Marketplace. Partner 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"; or

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

(5.9) Returns. Partner shall process the return of Products in accordance with the Returns Policy and unless otherwise stated in the Returns Policy, will accept Products returned by a Customer within fourteen (14) days of receipt. In the event a Product is returned by a Customer, Partner shall be responsible for authenticating the returned Product. 

(5.10) Warranty Policy. Partner shall adhere to the Warranty Policy and unless otherwise stated in the Warranty Policy, will accept Products returned by Customer in accordance with the Warranty Policy. In the event a Product is returned by a Customer, Partner shall be responsible for authenticating the returned Product and shall offer the services as set out in the Warranty Policy to the Customer, free of charge, within the warranty period (as defined in the Warranty Policy). 

(6.1) Pricing. Subject to Clauses 5.2 and 5.3, all Product prices are set by Partner and are exclusive of VAT or other applicable taxes and duties. Partner may adjust the Product prices no more than once per calendar quarter and shall notify Finematter in writing in advance of any price adjustments. The prices for all Products listed on the Marketplace must, at all times, be equal to the price of identical products available for sale on Partner's own website (or, in the event it has no website, in-store) or, in the event Partner sells identical products on a third party platform or website, Partner shall ensure that the price for those identical products is not less than the price of the Products listed on the Marketplace.  

(6.2) 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. 

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

(7.1) Onboarding fee. Partner shall pay Finematter a one-off non-refundable fee to cover Finematter's cost of photographing the Partner’s Products in preparation for listing on the Marketplace ('Onboarding Fee'). For the avoidance of doubt, in the event Partner uses its own photographs or content on the Marketplace, Partner shall not be entitled to a reduction of the Onboarding Fee. 

(7.2) Payment processing services. Partner agrees that: 

1. Finematter or its authorised provider will charge Customer at the time the order for Product(s) is accepted; 
2. payment made by a Customer to Finematter shall be considered the same as a payment made directly to Partner; 
3. Finematter may refund the Customer in accordance with the Sales Contract; 
4. Finematter shall pay Partner the sums it receives from Customers, minus Finematter's 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 Partner from time to time;
5. Finematter will remit the payments due to Partner in the currency selected by Partner; and
6. Finematter assumes no liability for any acts or omissions of the Customer or any third party.

(7.3) Finematter's Fee. In respect of Purchased Product(s), Finematter shall charge:

1. a commission of 35% of the Net Sales Price of the Product, excluding VAT ('Finematter's Fee').

(7.4) VAT and other duties. Fees due under this Agreement are exclusive of VAT, sales or other taxes or duties applicable which where applicable shall be paid in addition at the rate and in the manner for the time being prescribed by law or by any authority in or outside the United Kingdom. 

(8.1) Partner representations and warranties. Partner represents, warrants, and undertakes that: 

(a) Partner has full power and authority to enter into and perform its obligations under this Agreement;

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

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

(d) Partner 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) Partner 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) Partner will only use suppliers that meet the principles listed in Clauses 7.1(e) and 7.1(f);

(ii) if Partner is resident or registered: in the European Union, Partner is compliant with the VAT Mini One Stop Shop rules (MOSS) (as is updated or amended from time-to-time); or outside the European Union or in the United Kingdom, Partner is compliant with such equivalent rules being prescribed by applicable law or authority (as is updated or amended from time-to-time).

(8.2) Exclusion of warranties. Other than as set out in this Agreement, 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. 

(8.3) Indemnities. Partner 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 Partner of Clause 7.1; or

(b) any allegation, action, demand or claim that the Products, the Product Information, and/or Partner'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.

(10.1) Marketplace, Services and Curated Content. Finematter or its licensors own all Intellectual Property Rights in the Marketplace, Services, and Curated Content. Partner is granted permission to use the Intellectual Property Rights in:

the Marketplace and Services subject to the provisions of this Agreement; and 

the Curated Content on its own social media channels, but only if Partner: 

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

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

(10.2) Partner is prohibited from using the Curated Content for any other purposes other than as set out in this Clause 9.1, which, for the avoidance of doubt, prohibits use on Partner's own website, marketing materials or authorising use by third parties.

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

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

(c) Withdrawal of infringing items. In the event of any action, demand or claim that the Products, the Product Information, or Partner'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. 

(11.1) 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 this Agreement 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 10.

(11.2) 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 this Agreement, 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 10 as if it were a party; or

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

(11.3) Survival. This Clause 10 shall bind the parties during the term and for a period of five (5) years following termination of this Agreement.

(12.1) Unlawful exclusions. Notwithstanding any provision in this Agreement, neither party excludes or limits any liability to the extent the same cannot be excluded or limited by law.

(12.2) Exclusions of liability. Subject to Clause 11.1, Finematter shall not be liable to Partner 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 this Agreement or any activities related to this Agreement; or 

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

(12.3) Financial cap on liability. Subject to Clause 11.1, Finematter's total liability to Partner shall be a sum equal to the fees paid or payable by Finematter to Partner in accordance with this Agreement 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 this Agreement. 

(13.1) Right to terminate. Either party may terminate this Agreement immediately if the other party commits a material or persistent breach of this Agreement. 

(13.2) Consequences of termination. Upon termination: 

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

(b) all rights granted to and by Partner under this Agreement shall immediately terminate; and

(c) any provision of this Agreement 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. 

(14.1) Dealing. Partner may not assign, transfer, sub-license or deal in any other manner with any or all of its rights or obligations under this Agreement, 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 this Agreement, without notifying Partner or receiving Partner's consent.

(14.2) Third parties. Except as otherwise expressly stated, this Agreement does not give rise to any rights of a third party to enforce any term of this Agreement.

(14.3) Entire agreement. This Agreement 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.

(14.3) Waiver. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement 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 this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

(14.4) Variation. Finematter may elect to change or supplement this Agreement from time to time, at its sole discretion. Finematter will exercise commercially reasonable business efforts to provide notice to Partner of any changes to this Agreement. Within ten (10) business dates of posting changes to this Agreement (or ten (10) business dates from the date of notice, if such notice is provided), they will be binding on Partner. If Partner does not agree with the changes, Partner may terminate this Agreement. If Partner continues to use the Services after such ten (10) business day period, Partner will be deemed to have accepted the changes to this Agreement. In order to participate in certain Services, Partner 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 this Agreement. 

(14.5) Governing law. This Agreement 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.

(14.6) 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, this Agreement, 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;

'Onboarding Fee'

has the meaning given to it in Clause 6.1;

'Packaging Kit'

means the packing kit provided by Finematter, which shall include: (i) a Finematter branded gift box for packaging the Products; (ii) outer wrapping with sleeve to include the shipping label; and (iii) a proforma invoice;

'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 2.3;

'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. 

1. Partner page: Finematter shall provide Partner with its own branded page on the Marketplace to showcase Partner and the Products. 
2. Promotion services: Finematter shall promote and market the Products on the Marketplace.
3. 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.
4. Payment handling: Finematter or its authorised providers shall provide payment processing services, including receipt of payment for the Products from the Customer. 
5. Packaging: Finematter or its authorised providers shall supply Packaging Kits containing packaging for Products.
6. 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. 
7. Customer service: Finematter or its authorised providers shall provide support services to Customers, or prospective customers, by WhatsApp and email.
8. Product support services: Finematter or its authorised providers shall provide ancillary services to Customers, such as re-sizing of Products and Product cleaning services.
9. 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.
10. Fraud control: Finematter or its authorised providers shall provide fraud prevention services.
11. 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.
12. Hallmarking: Finematter may provide assistance with the assaying, marking and description of Products containing precious metals. Finematter may charge additional fees for this service.