Terms and Conditions

IMPORTANT NOTE: As well as reading the following Terms & Conditions to which you have agreed by using this site, you should also refer to the terms and conditions of each individual Member Partner (our sellers) on their nanookie.co.uk store or product pages before making any order.

Terms of website use and conditions for customers

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website www.nanookie.co.uk (our site), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

Information about us

This site is operated by Nanookie Limited ("We"). We are registered in England and Wales under company number 6936549 and have our registered office at 15 Verney Close, Bramshall, Uttoxeter, Staffordshire ST14 5NJ. Our VAT number is 981548974.

Accessing our site

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us. In order to purchase goods or services from our site you must be registered with us. Any data provided by you will be processed in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

When using our site, you must comply with the provisions of our acceptable use policy.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors including our Shop Keepers) as the authors of material on our site must always be acknowledged.

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you breach these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Reliance on information posted

Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

Our site changes regularly

We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

Transactions concluded through our site

Contracts for the supply of goods or services formed through our site or as a result of visits made by you are governed by the terms and conditions of supply of the Shop Keeper from whom you purchase the goods or services. The goods or services that appear on our site are provided by Shop Keepers and NOT us and the legal contract is between you and that Shop Keeper. We accept orders for goods and services as agents on behalf of any Shop Keeper and as such no contracts are formed between you and us and we cannot accept liability for any goods or services purchased from the Site.

Before purchasing any goods or services you must satisfy yourself that you agree to the standard terms and conditions of that Shop Keeper before you contract with them. You must ensure you are aware of their standard terms and conditions prior to making an offer for any goods.

Please remember when purchasing from a Shop Keeper any personal information you enter will be dealt with in line with their privacy policy and NOT ours, so please read their privacy policies.

We cannot give any undertaking, that products you purchase from our Shop Keepers will be of satisfactory quality and any such warranties are disclaimed by us absolutely. This DISCLAIMER does not affect your statutory rights against the Shop Keeper. We may disclose your customer information related to that transaction to the Shop Keeper.

How the Contract is formed between you and A Shop Keeper

Please note that in all cases, our site accepts orders on behalf of third party sellers (Shop Keepers). Payments for products you purchase from our Shop Keepers is paid directly to the Shop Keepers. The resulting legal contract is between you and the Shop Keeper, and is subject to the terms and conditions of the Shop Keeper, which they will advise you of directly. You should carefully review their terms and conditions applying to the transaction.

After placing an order, you will receive an e-mail from our site that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to that Shop Keeper to buy goods. All orders are subject to acceptance by the Shop Keeper and they will confirm such acceptance to you by sending you an e-mail that confirms that the goods are in stock and the estimated date of dispatch (Order Confirmation). The contract between the Shop Keeper will only be formed when that Shop Keeper sends you the Order Confirmation (Contract).

The Contract will relate only to those goods whose dispatch the Shop Keeper has confirmed in the Order Confirmation. The Shop Keeper will not be obliged to supply any other goods which may have been part of your order until such goods have been confirmed in a separate Order Confirmation.

Our liability

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, We, hereby expressly exclude:

all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and

for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Uploading material to our site

Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.

We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy Viruses, hacking and other offences

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Linking to our site

You may link to our site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.

If you wish to make any use of material on our site other than that set out above, please address your request to info@nanookie.co.uk.

Links from our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Some of the links to our site may be affiliated links. An affiliate is a third party with an indirect or direct link to their website from our site that may result in us receiving a commission or fee in return for directing your custom towards their site.

Consumer Rights

If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you receive the goods. In this case, you will receive a full refund of the price paid for the goods in accordance with the Refunds Policy.

To cancel a Contract, you must inform that Shop Keeper from whom you receive the goods in writing. You must also return the goods to the Shop Keeper immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the goods while they are in your possession. If you fail to comply with this obligation, the Shop Keeper may have a right of action against you for compensation.

You will not have any right to cancel a Contract for the supply of any of the following purchases

Personalised Items
Specially Commissioned Pieces
Perishable Products

Details of this statutory right, and an explanation of how to exercise it, will be provided in the Order Confirmation. This provision does not affect your statutory rights.

Availability and Delivery

Your order will be fulfilled by the delivery date set out in the Order Confirmation or, if no delivery date is specified, then within 30 days of the date of the Order Confirmation, unless there are exceptional circumstances.

Price and Payment

The price of any goods will be as quoted on our site from time to time, except in cases of obvious error.

These prices include VAT but exclude delivery costs, which will be added to the total amount due as set out in our Service Standard.

Prices are liable to change at any time but changes will not affect orders in respect of which our Shop Keeper has already sent you a Order Confirmation.

Our site contains a large number of goods and it is always possible that, despite our Shop Keeper's best efforts, some of the goods listed on the site may be incorrectly priced. Our Shop Keeper will normally verify prices as part of their dispatch procedures so that, where the good's correct price is less than the stated price, they will charge the lower amount when dispatching the goods to you. If a good's correct price is higher than the price stated on the site, the Shop Keeper will normally, at their discretion, either contact you for instructions before dispatching the goods, or reject your order and notify you of such rejection.

They are under no obligation to provide the goods to you at the incorrect (lower) price, even after they have sent you a Order Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.

Payments for all goods must be by credit or debit card through PayPal.

Import Duty

If you order goods from our site for delivery outside the UK, they must be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.

Written Communications

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

Waiver

If we fail, at any time, to insist upon strict performance of any of your obligations under these terms of use or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

Severability

If any of these terms and conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such terms, conditions or provisions will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Entire Agreement

These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

Law and Jurisdiction

Contracts for the purchase of goods through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

Variations

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

Your concerns

If you have any concerns about material which appears on our site, please contact info@nanookie.co.uk.

Thank you for visiting our site.

Business Partners Terms & Conditions

Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).

Additional Fees: the fee for any additional services to be provided by Nanookie as set out in the Fees.

Application Form: an online form available on the Site to be completed by a prospective Shop Keeper detailing, amongst other things, the Goods it wishes to promote and sell and which Package is required.

Business: the Site and/or Nanookie as the case may be.

Contract: the Shop Keeper's application for a Shop and Nanookie's subsequent acceptance of the application on, and subject to, these Conditions.

Commission Fee: a fee to be paid by the Shop Keeper to Nanookie in respect of all sales made through its Shop as detailed in the Fees.

Customer: means a Member who makes an offer to purchase Goods from a Shop Keeper.

Documentation: the user guide and all other related materials in either electronic or hard copy form supplied by Nanookie in relation to the Services.

Fees: the fees as set out in Schedule 3.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Member: a person that registers with the Site.

Nanookie: Nanookie Limited (a company incorporated and registered in England and Wales with company number 06936549) whose registered office is at No 15 Verney Close, Bramshall, Uttoxeter, Staffordshire, ST14 5NJ.

Package: the service package chosen by the Shop Keeper. The packages are set out in Schedule 4.

Policies: the policies published on the Site from time to time which the Shop Keeper's must comply with, including, but not limited to, the Service Standard.

Refund Fee: the refund fee as detailed in the Fees, to be paid by the Shop Keeper to Nanookie in relation to all sales of Goods that are refunded by the Shop Keeper to the Customer.

Refund Policy: the refund policy that forms part of the Service Standard.

Services: the Shopping Community, the Shop and other services provided by Nanookie as detailed in Schedule 1.

Service Standard: the standard of service which the Shop Keeper must reach and maintain as set out in Schedule 2.

Shop: the individually designed, branded and updatable section of the Shopping Community dedicated to the Shop Keeper to promote and sell its Goods.

Shop Keeper: a person who completes an Application Form, is accepted and enters into a Contract with Nanookie to be provided with the Services.

Shop Keeper Information: the data and information provided by the Shop Keeper in its Application Form, in any materials provided to Nanookie for use in the Site and in the Shop Keeper Materials.

Shop Keeper Materials: the content provided to the Shop by the Shop Keeper from time to time for incorporation in the Site which includes, without limitation, any data, pictures, descriptions, information, logos, images or artwork provided or uploaded to its Shop.

Shopping Community: the area of the Site made up of Shops dedicated to the sale and promotion of goods and services.

Site: Nanookie's website whose address is www.nanookie.co.uk or such other address as is notified to the Shop Keeper and the Member's from time to time.

Site Software: the software for the Site used by the Shop Keeper to maintain and manage its Shop.

Star Rating: following completion of a sale a Customer will rate the overall service provided by a Shop Keeper out of five.

Subscription Fee: a charge paid either monthly or annually for the Services which is governed by which Package the Shop Keeper is contracted to, as detailed in the Fees.

Term: means a minimum period of 3 months, or such other period as is agreed in writing by Nanookie with the Shop Keeper from time to time.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Headings in these conditions shall not affect their interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The schedules form part of the Contract.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 A reference to writing or written includes faxes but not e-mail.

1.7 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.8 References to conditions and schedules are to the conditions and schedules of the Contract.

2. Commencement and duration

2.1 If a prospective Shop Keeper wishes to be provided with the Services it shall submit an Application Form to Nanookie.

2.2 An Application Form shall be treated as an offer by the prospective Shop Keeper to contract with Nanookie, but shall not be binding on the Shop Keeper until accepted by Nanookie in accordance with condition 2.3. Nanookie may, at its sole discretion, accept amendments to an Application Form after acceptance.

2.3 Nanookie shall, at its discretion, accept the Application Form and the new Shop will go live to the Shopping Community. Following acceptance Nanookie will issue a password to the Shop Keeper by email within twenty four (24) hours to enable them to start building the Shop.

2.4 The Services supplied under the Contract shall be provided by Nanookie to the Shop Keeper from the date of acceptance by Nanookie of the Shop Keeper's Application Form.

2.5 Subject to condition 10.1 the Services supplied under the Contract shall continue to be supplied for the Term and, after that, shall continue to be supplied unless the Contract is terminated by one of the parties giving to the other not less than one months' notice.

2.6 The term of the agreement shall automatically be extended for a further period of 12 months (Extended Term) at the end of the Term and at the end of each Extended Term, unless a party gives written notice to the other party, not later than one month before the end of the Term or the relevant Extended Term, to terminate the Contract at the end of the Term or the relevant Extended Term, as the case may be.

3. Shop Keeper's obligations

The Shop Keeper undertakes and agrees with Nanookie at all times during the term of the Contract:

3.1 To not do anything that could bring Nanookie into disrepute or damage the reputation of Nanookie.

3.2 To ensure the Shop, at all times, complies with these Conditions, the Policies currently in force and any reasonable instruction from Nanookie and maintain high standards of page presentation. Failure to do so may result in suspension of the Shop until such time as it does.

3.3 To use its best endeavours to protect and promote the goodwill of Nanookie.

3.4 To supply Goods to Customers on its standard terms and conditions of sale in line with the Policies and not on any other terms and conditions.

3.5 To maintain up-to-date stock levels in the Shop and to ensure the Customer's have visibility as to whether particular items are in stock.

3.6 To comply with ordering, invoicing and accounting procedures as set out in the Policies and these Conditions. To keep and maintain up-to-date records of all Orders (as hereinafter defined).

3.7 To ensure that all Shop Keeper Information provided in the Application Form and supplied throughout the Term is true, accurate, current and complete and to update information within its Shop promptly.

3.8 To act towards Nanookie conscientiously and in good faith and not to allow its interests to conflict with the duties that it owes to Nanookie under the Contract and the general law.

3.9 To act towards the Customer conscientiously and in good faith and to ensure that the Start Rating for its Shop does not fall below three (3) stars. Failure to reach this standard within three (3) months of the date of commencement of the Contract, or a failure to maintain this standard may result in suspension of the Services or termination in accordance with clause 10.

3.10 To act towards other Shop Keepers conscientiously and to ensure they make ever effort to not copy the ideas, materials or images of any other Shop Keeper in the Shopping Community.

3.11 Except as authorised by Nanookie, not to act in a way which will incur any liabilities on behalf of the Nanookie.

3.12 To observe, and ensure that all of its employees and agents engaging with Nanookie or the Customers observe, any security requirements that apply on the Site.

3.13 To comply with all reasonable and lawful instructions of Nanookie from time to time concerning the marketing and sale of the Goods, and generally to maintain its Shop in such manner as it thinks best to promote the interest of Nanookie.

3.14 To allow and comply with any and all promotions and activities undertaken by Nanookie in relation to the Site including, but not limited to, online promotions, offline magazine advertisements and third party online and offline publications.

3.15 Promptly and efficiently to deal with any complaint, dispute or after-sales enquiry relating to the Goods raised by a Customer.

3.16 To inform Nanookie promptly of any complaint or after-sales enquiry concerning the Site received by the Shop Keeper.

3.17 To deal directly with the Customer in relation to any request for refunds of any Goods in accordance with the Refund Policy.

3.18 To act in accordance with sound commercial principles in its relations with Customers and Members and to do nothing which Nanookie considers could be prejudicial to its goodwill or commercial interests.

3.19 To maintain at its own expense appropriate offices, administration facilities and systems, including establishing and maintaining access to the World Wide Web, as may be necessary for the effective performance of its duties under the Contract.

3.20 To establish and maintain at its own expense a PayPal account to make and receive payments to and from Nanookie, and to and from customers.

3.21 To ensure that all computer hardware and software used to access the Shopping Community is equipped with up-to-date software, browser software and protection against viruses.

3.22 To ensure that they regularly visit the Site to keep itself up-to-date of any changes made by Nanookie to these Conditions, its Fees or its Policies.

3.23 To not include within the Shop any direct of indirect link to other websites including the Shop Keeper's own website.

3.24 To be responsible for all passwords and other security checks used in conjunction with the Site and the Shop. The Shop Keeper will take all necessary steps to ensure that any passwords and other security checks are kept confidential and are used properly and shall ensure that all employees and agents of the Shop Keeper comply with the terms of this condition.

3.25 To ensure that the Shop Keeper and any agent or employee of the Shop Keeper are the only people to have access to the secure areas of the Site, the Site Software and the Shop.

3.26 To inform Nanookie promptly of any breach or any reason to believe that there has been a breach of conditions 3.24 and 3.25.

3.27 To acknowledge that all Intellectual Property Rights in the Site, the Site Software and the Documentation are vested exclusively in Nanookie and that nothing in these Conditions shall be deemed to vest such rights in the Shop Keeper. The Nanookie name, logo or branding on any material, packaging or elsewhere, whether in electronic or hard copy form may only be used with the express prior written consent of Nanookie.

3.28 To ensure that any Goods offered for sale are genuine and not replica or design copies of any other brands, manufacturers or designers, and that no brand or trademark not owned by the Shop Keeper is used in connection with any Goods, unless permission is provided to Nanookie in the agreed form prior to the offer for sale.

3.29 To agree not to access the Site or Site Software unlawfully, to make copies or derivative works based on the Site or Site Software nor attempt to reverse engineer with the intention of creating a competitive product or service.

3.30 To, at all times, indemnify and keep indemnified Nanookie against all or any costs, claims, damages or expenses incurred by Nanookie, or for which Nanookie may become liable, with respect to any product liability claim relating to Goods supplied by the Site. The Shop Keeper shall maintain adequate product liability insurance and shall ensure that Nanookie's interest is noted on the policy, which policy the Shop Keeper shall supply to Nanookie on request.

3.31 To indemnify Nanookie against any liabilities incurred by the Nanookie as a result of the Shop Keeper breaching any law from time to time in force.

3.32 To allow Nanookie to access the Shop and use any content from the Shop in Nanookie's own promotional and editorial section of the Site.

3.33 To allow Nanookie's authorised representatives at any reasonable time to have access to the Shop Keeper's premises (or to arrange for Nanookie's authorised representatives to have access to other relevant premises) for the purpose of inspecting the Shop Keeper's books and records.

4. Nanookie's responsibilities

Nanookie shall during the Term:

4.1 co-operate with the Shop Keeper in all matters relating to the Services.

4.2 provide such information as the Shop Keeper may reasonably request and Nanookie considers reasonably necessary, in order to be provided with the Services in a timely manner.

4.3 have the power to suspend, either immediately or temporarily, a Shop Keeper's subscription and its use of the Site for any material or persistent breach of the Contract or the Policies or if it considers that there is likely to be a breach of security.

4.4 have sole discretion to the look, content and feel of the Site, including the Shopping Community.

4.5 have no responsibility for the formation and performance of any contract concluded between the Shop Keeper and the Customer.

4.6 have no responsibility for the support and maintenance of the Shop Keeper's software or hardware used to provide the Shop Keeper with access to the Site.

4.7 reserve the right to take immediate and exclusive conduct of a product recall. In such a case the Shop Keeper shall supply such assistance as Nanookie reasonably requires.

4.8 have no obligation to refund any of the Fees received during the Term in the event of termination for whatever reason.

5. Charges and payment terms

5.1 Payment for Goods through the Site will be made by a Member directly to the shop keeper. Nanookie will notify the Shop Keeper of the offer by the Member by email. The Shop Keeper will then confirm acceptance of the order to the Customer and provide an anticipated dispatch date by email. The Member will now be a Customer and a legally binding contract will be in place between the Shop Keeper and the Customer (Order). Order's must be confirmed to the Customer by the Shop Keeper within twenty four (24) hours of deemed notification to them by Nanookie.

5.2 Nanookie shall, once a month invoice the shop keeper for each sale made through nanookie, The invoice will be a Commission Fee from each sale made by the shop keeper in one said month and including the applicable VAT to a bank account notified by Nanookie. The invoice will be sent once a month around the 1^st.. The shop keeper has 30 days to pay the invoice or nanookie has the right to suspend the account until the invoice is paid.

5.3 Once an Order is dispatched, in accordance with the Service Standard, the Shop Keeper shall confirm by email the estimated delivery date for the Goods.

5.4 Nanookie may at any time, without notice to the Shop Keeper, set off any liability of the Shop Keeper to Nanookie against any liability of Nanookie to the Shop Keeper, whether any such liability is present or future, liquidated or unliquidated, under the Contract or not. Any exercise by Nanookie of its rights under this condition shall be without prejudice to any other rights or remedies available to it under these Conditions or otherwise.

5.5 All amounts due by the Shop Keeper under this Contract shall be paid by the Shop Keeper to Nanookie in full without any deduction or withholding (other than any deduction or withholding of tax as required by law), and the Shop Keeper shall not be entitled to claim set-off or to counterclaim against Nanookie in relation to the payment of the whole or part of any such amount.

5.6 In relation to any Additional Fees, the Shop Keeper shall pay each invoice which is properly due and submitted to it by Nanookie within 30 days of receipt to a bank account nominated in writing by Nanookie. Failure by a Shop Keeper to pay an invoice within the 30 days may result in temporary suspension of its Shop until payment is received in cleared funds by Nanookie. Nanookie reserves the right to terminate the Contract for persistent breach of this clause.

5.7 In relation to refunds, if a Customer requests a refund for any Goods in accordance with the Refund Policy, subject to the Shop Keeper's reasonable agreement to the request, the Shop Keeper shall initiate the refund directly through their PayPal account.

5.8 Subject to the provisions of the Refund Policy, Nanookie shall approve such a refund. If the refund is approved by Nanookie within 60 days of receipt of the offer for the Goods by Nanookie from the Member, Nanookie shall return the full amount received for the Goods to the Shop Keeper, for the avoidance of doubt, this includes the Commission Fee. If the refund is approved by Nanookie 60 days after receipt by Nanookie of the offer from the Member for the Goods to be refunded then Nanookie shall charge a Refund Fee in respect of any amount refunded, for the avoidance of doubt, the Commission Fee will be returned to the Shop Keeper. Nanookie will use all reasonable endeavours to approve a refund within forty eight (48) hours of being notified of the prospective refund. Any Refund Fee is not refundable in any circumstances.

5.9 [VAT]

5.10 If the Shop Keeper fails to pay any amount payable by it under the Contract, Nanookie may charge the Shop Keeper interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 5% per annum above the base rate for the time being of Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly and the Shop Keeper shall pay the interest immediately on demand.

5.11 The Shop Keeper shall maintain complete and accurate records of the Goods sold through its Shop in such form as Nanookie shall approve. The Shop Keeper shall allow Nanookie to inspect such records at all reasonable times on request.

6. Quality of Services

6.1 The Shop Keeper warrants to Nanookie that:

(a) the Shop Keeper will maintain its Shop with reasonable care and skill and in accordance with these Conditions and any Policies in force from time to time;

(b) the Goods will conform with all descriptions and specifications provided to the Site by the Shop Keeper; and

(c) the Goods will be provided in accordance with all applicable legislation in force and the Policies in place from time to time.

7. Intellectual property rights

7.1 All Intellectual Property Rights in the Site (including in the content of the Site and the Site Software) and the Documentation, but excluding the Shop Keeper Materials, arising in connection with this agreement shall be the property of Nanookie, and Nanookie hereby grants the Shop Keeper a non-exclusive, non-transferable licence of such Intellectual Property Rights for the purpose of operating and accessing the Service.

7.2 The Shop Keeper warrants to Nanookie that the Shop Keeper Materials:

(a) do not infringe in the UK any third party's Intellectual Property Rights, other proprietary rights or rights of privacy;

(b) do not violate any law, statute, ordinance or regulation in the UK (including the laws and regulations governing export control);

(d) are not obscene, pornographic or liable to incite racial hatred or acts of terrorism and do not contain child pornography;

(e) do not violate any UK laws regarding unfair competition, anti-discrimination or false advertising; and

(f) do not, to the best of the Shop Keeper's knowledge, contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

(Inappropriate Content)

7.3 The Shop Keeper shall indemnify Nanookie against all damages (including costs), losses and expenses arising as a result of any action or claim that the Shop Keeper Materials infringe the Intellectual Property Rights of a third party (Infringement) or constitute Inappropriate Content.

7.4 If Nanookie becomes aware of any Infringement or Inappropriate Content Nanookie shall promptly notify the Shop Keeper in writing of the claim.

7.5 The Shop Keeper shall give Nanookie all information and assistance that Nanookie may reasonably require in relation to any Infringement or Inappropriate Content.

7.6 At Nanookie's request, the Shop Keeper will take complete control over the defence to any claim or action in respect of the Infringement or Inappropriate Content but the Shop Keeper shall make no admissions or settlements without Nanookie's prior written consent.

8. Indemnity

8.1 The Shop Keeper shall indemnify and hold Nanookie harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, Nanookie as a result of or in connection with any claim made against Nanookie in respect of any liability, loss, damage, injury, cost or expense sustained by Nanookie's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract or breach of the Policies by the Shop Keeper.

8.2 The provisions of clauses 7 and 8 shall survive termination of the Contract, however arising.

9. Confidentiality

9.1 The definition in this condition applies in the Contract.

Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties) relating to the Contract, the Site, the Site Software and the Services, where the information is:

(a) identified as confidential at the time of disclosure; or

(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

9.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

9.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

9.4 The obligations set out in this condition 9 shall not apply to Confidential Information which the receiving party can demonstrate:

(a) is or has become publicly known other than through breach of this condition 9; or

(b) was in possession of the receiving party prior to disclosure by the other party; or

(d) was independently developed by the receiving party; or

(e) was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

9.5 The obligations of confidentiality in this condition 9 shall not be affected by the expiry or termination of this agreement.

10. Termination

10.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than one months written notice.

10.2 Without prejudice to any other rights or remedies which the parties may have Nanookie may immediately suspend further provision of the Services or immediately terminate on giving notice to the Shop Keeper if:

(a) the Shop Keeper fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

(b) the Shop Keeper fails to reach or maintain a Star Rating of three (3) stars; or

(c) the Shop Keeper commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or

(d) the Shop Keeper repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or

(e) the Shop Keeper suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

(f) the Shop Keeper commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or

(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Shop Keeper; or

(h) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Shop Keeper; or

(i) a floating charge holder over the assets of the Shop Keeper has become entitled to appoint or has appointed an administrative receiver; or

(j) a person becomes entitled to appoint a receiver over the assets of the Shop Keeper or a receiver is appointed over the assets of the Shop Keeper; or

(k) a creditor or encumbrancer of the Shop Keeper attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days; or

(l) any event occurs, or proceeding is taken, with respect to the Shop Keeper in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 10.2(e) to condition 10.2(k) (inclusive).

10.3 On termination of the Contract for any reason, the Shop Keeper shall immediately deliver to Nanookie all copies of information and data provided by Nanookie to the Shop Keeper for the purposes of the Contract. The Shop Keeper shall certify to Nanookie that it has not retained any copies of information or data, except for one copy which the Shop Keeper may use for audit purposes only and subject to the confidentiality obligations in condition 9.

10.4 If the Shop Keeper fails to fulfil its obligations under condition 10.3, then Nanookie may enter the Shop Keeper's premises and take possession of any items which should have been returned under it. Until they have been returned or repossessed, the Shop Keeper shall be solely responsible for their safe keeping.

10.5 On termination of the Contract for any reason, the Shop Keeper shall immediately pay any outstanding unpaid Fees and interest due to Nanookie. Nanookie shall submit invoices for any Fees that it has supplied, but for which no invoice has been submitted, and the Shop Keeper shall pay these invoices immediately on receipt.

10.6 On termination of the Contract (however arising), the accrued rights of the parties as at termination shall not be affected and the following conditions shall survive and continue in full force and effect:

(a) condition 7;

(b) condition 8;

(d) condition 21.

11. Limitation of remedies and liability

11.1 Nothing in these Conditions or under the Contract shall operate to exclude or limit Nanookie's liability for death or personal injury caused by its negligence or fraud or any other liability which cannot be excluded or limited under applicable law.

11.2 Subject to condition 11.1:

(a) Nanookie's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these Conditions or under the Contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the Commission Fees payable by the Shop Keeper to Nanookie under these Conditions or the Contract in that calendar year; and

(b) Nanookie shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the provision of the Services or under the Contract.

12. Force majeure

Nanookie reserves the right to suspend or to cancel the Contract, in whole or in part, if it is prevented from, or delayed in, carrying on its business and its obligations under the Contract by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of Nanookie or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Shop Keeper.

13. Variation

The Conditions, Fees and Policies may change at any time and it is the Shop Keeper's responsibility to ensure it checks the Site regularly to make and keep itself aware and notified of any such changes.

14. Waiver

14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

15. Severance

15.1 If any provision of these Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of these Conditions shall not be affected.

15.2 If a provision of these Conditions (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16. Entire agreement

16.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).

16.3 Nothing in this condition shall limit or exclude any liability for fraud.

17. Assignment

17.1 The Shop Keeper shall not, without the prior written consent of Nanookie, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.

17.2 Nanookie may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights under the Contract and may sub-contract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

17.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.

18. No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

19. Rights of third parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

20. Notices

20.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to, in the case of Nanookie, the registered address of Nanookie and, in the case of the Shop Keeper, to the address which it provides with the Application Form or any alternative address notified to Nanookie in accordance with this condition.

20.2 Any notice shall be deemed to have been duly received if delivered personally, when left at the address detailed in condition 20.1 or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

20.3 This condition 20 shall not apply to the service of any proceedings or other documents in any legal action.

20.4 A notice or other communication required to be given under the Conditions or under the Contract shall be validly served if sent by e-mail. Any notice sent by e-mail will be deemed to have been duly received if properly addressed and sent or supplied by e-mail, three hours after the notice or other communication was sent or supplied.

21. Governing law and jurisdiction

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

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

Schedule 1 Service Standard

The purpose of the Service Standard is to ensure that all Members, that use and purchase Goods from the Site receive an excellent service.

It is the Shop Keepers responsibility to ensure that its Shop is fully compliant with the Service Standard and any legislation in force from time to time.

To include information on:

1) Delivery/Postage

2) Payment

3) Refunds

4) Customer Relations

5) Order Processing

6) Returns and Refunds for Unwanted Goods

7) Pricing

8) Product Listings

Schedule 2 Fees




		Part 1. Commission Fee

Plus commission on the total price of all items sold @ 8%.

Part 2. Refund Fee

Refund fee of 6% if the refund is not approved within 60 days of the offer by the Member

Part 3. Additional Fees

Extras for both Front Page Ads (£50.00 per week)