Terms of Use
1. GENERAL
1.1 The following terms and conditions (“Terms of Use”) apply to the customer’s (“Customer”, “you”) use of all websites offered by Sell-o AB reg.nr. 556852-2832 (“Sello”) and they form a legally binding agreement between Sello and Customer. By using Sello’s websites (“the Services”) you acknowledge that you have read and understood these Terms of Use and you agree to be bound by the terms and conditions set out herein.
1.2 You may only accept the Terms of Use if you have legal authority to do so. If you are a private person you must be eighteen (18) years or older to sign up for the Services and to accept the Terms of Use. If you enter into these Terms of Use on behalf of a legal entity you must be authorized to enter into binding agreements on behalf of the legal entity concerned under applicable law.
1.3 Your use of the Services is regulated by these Terms of Use and you understand and agree that compliance with them is a prerequisite for your right to use the Services.
1.4 Sello retains the right to update, amend or otherwise modify these Terms of Use in its own discretion. You will be notified of updates, amendments and modifications in due time prior to their entry into force and they will take effect on the date stated in the notification to you. Your use of the Services constitutes an acceptance of the Terms of Use, hence your continued use of the Services shall be regulated by any updated Terms of Use from the date of their entry into force.
2. CONSUMER WITHDRAWAL
2.1 In the event Customer is a ”consumer” (”consumer”), all relevant laws and regulations shall apply to the consumer.
2.2 Any Customer who is a natural person who, in relation to activities covered by these Terms of Use, is acting for purposes which are outside his trade, business, craft or profession shall have a period of fourteen (14) days, to withdraw from the Terms of Use without giving any reason (“Withdrawal period”). The Withdrawal period shall expire after fourteen (14) days from the day of the conclusion of these Terms of Use.
2.3 The right of Withdrawal applies where:
- the Terms of Use are entered into between Sello and Customer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the parties, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded, or
- the Terms of Use are entered into between Sello and Customer in the simultaneous physical presence of Sello and Customer, in a place which is not the business premises of Sello, and
- Customer has informed Sello of his/her decision to withdraw from the Terms of Use by an unequivocal statement in accordance with paragraph 15.1 of these Terms of Use or using the the model withdrawal form as set out in Appendix I(B) to directive 2011/83/EU of 25 October 2011 on consumer rights and the Distance and Off-Premises Contracts Act. 2.4 If Customer withdraws from the Terms of Use in accordance with this paragraph 2, Sello shall reimburse Customer all relevant payments received from Customer. Customer is not entitled to any reimbursement if Customer has accessed the Services during the Withdrawal period.
3. MEMBERSHIP AND PAYMENT
3.1 Sello offers Customer an initial free trial period where Customer is given a possibility to try the Services free of charge. The free trial period offered by Sello entitles you to use the Services free of charge for a period of 14 days from the moment that you register an account to use the Services. During the free trial period Sello suggests that you try the relevant functions and features of the Services to evaluate whether you wish to become a paying Customer by the end of the free trial period. You are only entitled to one (1) free trial period. To continue using the Services after the free trial period you are required to become a paying Customer.
3.2 Your monthly payments to Sello consist of a fixed fee and a variable fee depending on the profits made. The variable fee corresponds to a percentage of your monthly sales (turnover) The variable fee is calculated by Sello on a monthly basis and the amount to be paid corresponds to a percentage of all your sales (VAT excluded). You can find all fees here.
3.3 Sello will not charge any variable fee for orders which have been canceled with due cause and in accordance with these Terms of Use. Cancellation of orders without due cause is considered a breach of these Terms of Use which may give rise to legal liability under paragraph 7.
3.4 Sello shall debit Customer in arrears for the Services. Customer’s Payments to Sello shall be made by one of the payment methods set out below:
- Credit card payments
- Bank transfer (Invoice)
3.5 Any late payment shall accrue interest according to the Swedish Interest Act. In the event of non-payment by the Customer Sello retains the right to inactivate the Customer’s account.
3.6 Customer agrees that any information regarding credit cards or other payment instruments may be shared by credit agencies, companies processing payments and other companies involved in the payment process related to these Terms of Use and that Sello has the right to provide any information if Sello should be required by law to provide such information.
3.7 Sello reserves the right to make general price adjustments and to amend the payment methods referred to above in its absolute discretion. Sello also retains the right to increase the prices for individual Customers in case of violations of the conditions set out in paragraph 6.1 f. Such changes shall be announced in due time before they take effect.
3.8 Sello further reserves the right to downgrade Customers from a premium account to a free version account if the Customer is not actively using the Services for marketplaces other than Tradera for a period of three months. In case of a downgrade, any additional services and features that are included in the premium account will be terminated.
4. PRIVACY AND SURVEILLANCE
4.1 When you sell your products on affiliated marketplaces, your customers’ data, including your customers’ personal data, is registered and stored. You remain responsible for ensuring the privacy and security of your customers. You are the controller of your customers’ personal data and you remain responsible for ensuring compliance with all applicable data protection laws when you collect your customers’ personal data and share such data with Sello and third parties, including where personal data is made available to third parties with the use of an API key generated by Sello. As controller of personal data you are further responsible to ensure that you are entitled to process the personal data under applicable data protection law. It is further your responsibility to inform your customers of your processing activities regarding their personal data. Information provided by you to your customers shall include information regarding the processing of personal data which Sello performs on your behalf. Sello shall not under any circumstances be responsible for unlawful processing of personal data resulting from your use of the Services. Sello’s processing of your customers’ personal data and your personal data is regulated by Sello’s Privacy Policy, which you can find here.
4.2 Sello does not monitor all content generated by Customer and has no obligation to do so. However, Sello reserves the right to monitor all content generated by you when you use the Services, including your customers’ personal data, and to edit, delete or remove any content Sello finds inappropriate. Such deletion or removal may be performed without prior notice. Sello shall not be liable for any direct or indirect/consequential losses for any loss of data.
4.3 Sello does not assume responsibility for any opinions expressed in the comment fields on its websites. Such opinions only reflect the opinion of the person posting the comment and shall not be interpreted as reflecting Sello’s or Sello’s associated partners’ opinions. If you should discover that any content on the websites violates applicable laws or these Terms of Use or is otherwise inappropriate, please report it to kundtjanst@sello.nu.
4.4 Sello may process your personal data for direct advertising purposes, including but not limited to offer you promotions and news of our Services. This is further regulated by Sello’s Privacy Policy.
5. WARRANTIES BY SELLO
5.1 Sello’s websites and applications are provided on an as-is basis and Sello does not provide any express warranties including without limitation regarding the standard, delivery, timing and security of the Services. Sello does not guarantee that the Services will be provided without interruptions nor that the Services are free from defects and other errors. Sello shall take reasonable measures to ensure the availability of the Services. Sello does however not guarantee any percentage rate of availability of a specific function, website or application included in the Services.
5.2 Sello may suspend the provision of the Services, for example in case of scheduled maintenance or in the event of a virus, worm, trojan or other attacks on Sello’s IT environment.
5.3 Sello reserves the right to modify, suspend, remove and amend the Services, including the content of the Services, in its own discretion and without prior notice. Amendments that significantly alter Customer’s use of the Services will, however, be announced in due time prior to their entry into force.
5.4 Sello is not responsible for services or any other activities provided by its associated partners. Sello shall not be held responsible for any measures taken by its associated partners, including but not limited to changes in ownership, insolvency and/or litigation.
6. WARRANTIES BY CUSTOMER
6.1 Customer represents and warrants that:
(a) Customer is an authorized representative with legal authority to enter into these Terms of Use.
(b) Customer has full legal rights, and is authorized to use and allow the use by the parties to these Terms of Use and third parties, to all content Customer has inserted and processes in the Services.
(c) The content it has inserted and processes in the Services, including all products, and/or any other features that may be linked from the content are lawful and legal and cannot be regarded as unlawful for the purposes of these Terms of Use. In the event the content and/or products are claimed to be unlawful or illegal in any jurisdiction, Customer accepts full responsibility and shall reimburse any costs that Sello may incur in relation to such claim. This includes but is not limited to any virus or other distracting program or device that could incur or injure any computer system.
(d) Customer owns the intellectual property rights to the content it has inserted and processes in the Services. Customer thus warrants that the content and/or products cannot be held to be defamatory, offensive or in any other way lead to a claim that may lead to extra costs incurred by Sello.
(e) Any information provided by Customer is correct and legal.
(f) Customer shall not damage, interfere with or prevent access to the Services or otherwise harm the Services. Customer shall only use the Services to an extent which can be considered as standard. If Customer uses more server power and data than standard and this adversely affects other Customers, Customer will be warned. If Customer continues using the Services with extensive resources, notwithstanding Sello’s warning, Customer will be blocked from further use of the Services, without any reimbursement of payments already made to Sello.
6.2 Customer accepts that neither Customer nor Sello shall have the right to base a claim on any written or oral warranties and representations not stated in these Terms of Use. Notwithstanding anything said in these Terms of Use so far, neither party excludes liability for gross negligence, fraudulent misrepresentation or personal injury.
6.3 Customer shall bear all costs relating to the use of the Services, including but not limited to contributions to the Internet Service Provider (“ISP”).
7. CUSTOMER’S BREACH OF THE TERMS OF USE
7.1 If Customer violates a provision of these Terms of Use, Sello shall, even without proof of intent or negligence, be entitled to damages for all loss caused to Sello on account of the breach of the terms. In the event of Customer’s substantial breach of contract, Sello shall also be entitled to terminate the agreement with Customer with immediate effect and suspend Customer from further use of the Services. Customer shall not be entitled to any reimbursement of payments previously made to Sello.
8. INDEMNITY
8.1 Customer agrees to indemnify and hold Sello and its affiliates and employees harmless against all liability, damages claims, demands, reasonable legal costs and expenses of whatsoever nature arising out of or in connection with or as a consequence of any breach under these Terms of Use and in particular breach of any warranties and representations.
9. LIMITATION OF LIABILITY
9.1 Sello shall not be held liable for any delays and/or non-delivery of the Services under these Terms of Use. Sello shall not be liable for any indirect or consequential loss. Such as, including but not limited to, loss of profits, loss of revenue, loss of content or any other data. Sello’s liability under these Terms of Use shall at all times be limited to the amount equal to the total fees paid by Customer for the Services during the three (3) months prior to the claim giving rise to incurred costs by Sello and/or breach of contract or if three (3) months have not passed since Customer signed up for the Services, the total fees divided into the number of months of duration of the Terms of Use between Customer and Sello. Notwithstanding anything said in the Terms of Use so far, the total damages paid out under these Terms of Use shall not exceed 100 000 SEK.
9.2 Any claim for compensation by Customer must be made at least two (2) months after the date when Customer first became aware of the breach.
10. COMPETITION AND NON-SOLICITATION
10.1 Sello shall have the right to co-operate and/or enter into agreement with any other third party including other customers and Sello shall have no restriction on competition. Sello may further independently develop, sell and use products and other material even if similar to products or other material sold by Customer.
11. SECRECY
11.1 Customer undertakes that without prior written consent from Sello no commercial or technical information including without limitation pricing, data, financial information, software specifications, development and proprietary algorithm, which Customer has come to know in one way or another through the performance by Sello under the Services of these Terms of Use, shall be disclosed in whole or in part to any third party, except to the extent necessary for the exercise of its rights granted under these Terms of Use. Customer shall use all reasonable means to preserve the secrecy of such confidential information, such undertaking to continue in so far and for so long as such confidential information has not become part of the public domain. This article shall survive the expiration of the Terms of Use.
11.2 Sello undertakes to keep Customer’s content in the Services confidential pursuant to Sello’s Privacy Policy.
12. TERM AND TERMINATION
12.1 These Terms of Use shall enter into force on the date when Customer signs up for the Services and shall, unless terminated according to the provisions in these Terms of Use or as may otherwise be agreed, expire as provided in clause 12.2 below.
12.2 Each party shall have the right to cause these Terms of Use to be terminated at any time from one (1) month from the date on which Customer signed up for the Services by giving the other party written notice to that effect not less than one (1) month in advance.
12.3 Notwithstanding the provisions under clause 12.2 above, these Terms of Use may be terminated: by either Customer or Sello with immediate effect upon written notice if the other party should become insolvent or a petition in bankruptcy should be filed by or against it, or a receiver of its property or a substantial part thereof should be appointed.
12.4 Notwithstanding anything said in these Terms of Use so far, Sello shall have the right to terminate these Terms of Use for convenience by giving forty-eight hours (48) written notice.
12.5 For Customers who are consumers a Withdrawal period of fourteen (14) days applies in accordance with paragraph 2 of these Terms of Use.
13. ASSIGNMENT
13.1 Neither these Terms of Use nor any rights under these Terms of Use shall be assigned or otherwise transferred by Customer without the prior written consent of Sello. Sello shall have the right to assign all or part of these Terms of Use without Customer’s approval. These Terms of Use shall bind and insure to the benefit of the successors and permitted assigns of the parties.
14. ENTIRE AGREEMENT
14.1 These Terms of Use is the entire agreement between Customer and Sello with respect to this subject matter, and supersedes all prior and contemporaneous discussions, communications and agreements, written or oral, with respect thereto. Customer and Sello confirm that they have not been induced to enter into these Terms of Use as a result of any representation or statement which is not set out herein.
14.2 These Terms of Use may be changed only by a written document signed by authorized representatives of Sello and Customer.
15. MISCELLANEOUS
15.1 Any notice to be given by either party pursuant to these Terms of Use must be in writing and may be sent by email to the e-mail address of the recipient party.
15.2 These Terms of Use are in the English language only, which language shall be controlling in all respects. Any versions of these Terms of Use in any other language will be for accommodation only and will not be binding on either Sello or Customer.
15.3 Sello and Customer understand and agree that their relationship hereunder is one of contract and that they are not and shall not be construed as partners, joint ventures, or agent and principal. In no event shall either party be authorized to act for or on behalf of the other party.
15.4 If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid under any applicable statute, rule or law, Sello and Customer agree that such invalidity shall not affect the validity of the remaining provisions of these Terms of Use, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. Headings used in these Terms of Use are provided for convenience only, and shall not in any way affect the meaning or interpretation hereof.
16. LAW AND JURISDICTION
16.1 Sello and Customer endeavor to use their reasonable efforts to negotiate to settle any dispute or claim that may arise in relation to these Terms of Use.
16.2 In the event any dispute or claim cannot be settled between Sello and Customer, the Swedish courts shall have jurisdiction on these Terms of Use and Swedish law shall apply.
