These terms and conditions for supply of services to other businesses online state the basis on which we Special Gifts Ireland will supply services to Vendors.
www.specialgifts.ie (“site”) is owned and operated by Wizzily Limited, a company registered in the Republic of Ireland under company number 706032. and with our registered office at 82 Claremont Court, Dublin 11, Ireland. We’re called “the Supplier” in this agreement
You’re called ‘the Vendor’ in this agreement. You are the individual, firm, company or other organisation which places an order via the Supplier’s website www.specialgifts.ie (the Website) (the Order).
You can get hold of us in any of the following ways:
Please read these terms and conditions carefully before registering to create your store. By selling on this site, you agree to be bound by these terms and conditions. If you are not willing to be bound by these terms and conditions, please do not sell products on this site.
For information about how we collect and use your personal information, please see our website privacy notice, which is available at https://specialgifts.ie/privacy-policy/
It is agreed that:
If any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out below:
Acts, Legislation: or other similar references shall include any updates and or amendments to the same.
Charges: the charges payable by the Vendor to the Supplier according to the terms of this Contract.
Vendor: the individual, firm, company or other organisation stated as a Vendor who chooses to list and sell products on this marketplace.
Vendor Materials: any materials or information which the Vendor provides to the Supplier in relation to the supply of the Services.
End Customer: the person or entity which places an order for a product listed by the Vendor.
Order: the order placed by the End Customer on the Website.
Services: the services set out in the Services Specification which the Supplier is to supply according to the terms of this Contract.
Services Specification: the description of the Services supplied by the Supplier on the Website wherein the Vendor registers and sells through the website.
Standard Services Charges: the standard services charges for the Services set out on the Website at the time the Vendor receives an order.
Written: and any similar expression, includes e-mail.
It is also agreed that:
The Vendor wishes to acquire services described in the Become a Vendor page (Services) and the Supplier wishes to supply them to the Vendor, on the terms and conditions set out in this agreement (Terms).
The Supplier shall only supply Services to the Vendor on these Terms. (Terms can only be varied in writing signed by an authorised officer of the Supplier).
The Vendor should follow the instructions on the Website in order to add products, add shipping options, and to make it as clear and easy as possible for the End Customer to purchase products with an Order. The Vendor is responsible for ensuring that the terms of the Order are complete and accurate so please check these carefully and make any amendments to any errors as required before publishing products on the website.
Any Orders received by the Vendor are expected to be fulfilled by the Vendor according with the Services on the basis of these Terms.
The Vendor may print or save a copy of the Terms to the Vendor’s computer or server in order that the Vendor can refer to them again in the future.
On receipt of an Order from the End Customer, the Supplier will issue an acknowledgement of the Order so that the Vendor knows that the Order has been received and that the end customer has paid.
If the Vendor cannot fulfil the Order, the Vendor must confirm this in writing to the Supplier and to the End Customer. If payment has already been received payment from the End Customer, both the Supplier and the Vendor will promptly refund the End Customer.
Any failure to professionally fulfil an order may result in the removal of a Vendor’s listing on the website by the Supplier.
The Supplier’s contract with the Vendor for the supply of the Services comprises the Order, these Terms and anything else the Supplier expressly agrees in writing (Contract).
Any descriptions of the Services contained on the Website are only for illustrative purposes and do not form part of the Contract
The Supplier may amend the Services Specification as required by law, or to comply with any relevant regulatory obligations.
The Supplier only supplies services in the Republic of Ireland. Any international vendors who will to sell products on the website will be governed by Irish law.
The Contract is made in the English language only.
The Vendor will pay the Charges for Services set out on the Website at the time when the End Customer places the Order.
The Charges for Services do not include expenses incurred by the third party payment processing service, Stripe.
The Supplier reserves the right to change the Standard Services Charges by giving at least two weeks’ written notice to the Vendor.
Unless otherwise stated the Charges will be inclusive of VAT where applicable. If the Vendor is eligible to pay VAT, this is entirely the responsibility of the Vendor.
The Supplier makes all reasonable efforts to ensure that it does not make errors with the prices that the Supplier charges the Vendor. However, if an error has been made, the Supplier will contact the Vendor to promptly resolve any error. If a fee is due to the Supplier by the Vendor, the Vendor should settle any overdue payment within 30 days.
The standard commission charged by the Supplier for selling on SpecialGifts.ie is 15%. The Vendor will pay the Special Gifts Commission as per the terms, and any other expenses such as the Stripe fee in advance via the Website at the time an End Customer places an Order. The commission payment is facilitated through Stripe which will automatically pay out to the Vendor within a reasonable amount of time after the Order has been placed.
Payment shall be treated as made once the Supplier receives cleared funds.
Time for payment of the Charges shall be ‘of the essence’.
All payments must be made by the Vendor without any deduction or set-off.
If any amounts owed by the Vendor to the Supplier become overdue, then (without compromising any other rights or remedies available to the Supplier), the Supplier:
The Vendor is responsible for all reasonable costs and expenses incurred by the Supplier in relation to the recovery by the Supplier of any amounts owed to it by the Vendor.
The Supplier shall use reasonable endeavours to meet any dates quoted for the supply and completion of the Services, but any such dates are approximate only, and time for the supply and completion of the Services shall not be of the essence.
Either party may request a change to the Services Specification. Any such change must be agreed in writing by the parties, but neither party shall unreasonably refuse its consent.
If a change is requested, the Supplier will provide a written statement to the Vendor setting out:
The Supplier warrants to the Vendor that the Services will be supplied:
Except in relation to the Vendor Materials, all intellectual property rights arising out of the Services belong to the Supplier.
The Supplier grants to the Vendor a fully paid, worldwide, non-exclusive and irrevocable licence of the intellectual property rights to the extent necessary for the Vendor to receive the full benefit of the Services.
The Vendor will:
If the Vendor is delayed or unable to fulfil any of its obligations under the Contract due to any act or omission of the Vendor (Vendor Failure), then the Supplier may rely on such Vendor Failure to relieve it from its obligations under the Contract.
To the extent that the delay or inability to fulfil its obligations is due to the Vendor Failure, then without limiting or otherwise compromising any other rights or remedies available to it, the Supplier:
Any right of suspension under this section is additional to any rights available to the Supplier under the law of any relevant jurisdiction.
The Supplier is not liable to the Vendor for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort, breach of contract, indemnity or otherwise under or in connection with the Contract.
The Supplier’s liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Vendor to the Supplier under the Contract.
Nothing in the Contract shall exclude or limit either party’s liability for any death or personal injury caused by negligence or for any other liability which cannot be excluded or limited by law.
Either party may terminate the Contract, without liability to the other party, if that other party’s business fails.
The other party’s business will be treated for this purpose as having failed if:
Without compromising any other rights or remedies available to it, the Supplier may terminate the Contract without any liability to the Vendor if:
Upon termination of the Contract, however caused, and without compromising any other rights or remedies available to the Supplier, the Vendor shall pay to the Supplier on demand:
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Any term of the Contract which is specifically stated to continue or which, by its very nature, is intended to continue after termination of the Contract, shall continue to bind the parties following termination or expiry of the Contract.
The Supplier shall not be liable to the Vendor for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control.
The Contract represents the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements, representations or understandings between the parties. The parties agree that they shall have no rights or remedies in relation to any representation or warranty that is not included in the Contract.
The Vendor shall not assign, sub-contract, delegate, or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of the Supplier.
If any provision of these Terms is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
No single or partial exercise or failure or delay in exercising any right, power or remedy by a party under the Contract, howsoever arising, shall operate as a waiver by that party of, or impair or preclude any further exercise of that right, power of remedy. To be valid and effective, any waiver must be in writing.
Unless otherwise expressly stated, nothing in the Contract will create or confer any rights or other in favour of any person other than a party to the Contract.
Any written notice under these Terms will be deemed to have been sufficiently served if posted by pre-paid official post, couriered, faxed on receipt of successful answerback, or if sent by e-mail (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on contract matters by e-mail).
The Contract will be governed by the law of the Republic of Ireland, and the parties submit to the exclusive jurisdiction of the Irish courts.
