|is as defined in clause 4.1.
|the online marketplace platform hosted by Sanelo at marketplace.sanelo.com, known as the ‘Marketplace’ through which Partners may display details of their Services and offer those Services to the Customer.
|an order for Services submitted by the Customer to a Partner in accordance with clause 10.
|a Partner which is registered to offer its Services on the Marketplace to the Customer.
|Partner Sale Terms
|is as defined in clause 7.2.
|the website hosted by Sanelo at sanelo.com, known as ‘Sanelo Moving’ through which Sanelo may display details of their Services and offer those Services to the Customer
|Sanelo Sale Terms
|is as defined in clause 7.2.
|the goods and/or services offered by a Partner to the Customer on the Marketplace.
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) The terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes emails.
(c) No rule of construction shall apply in the interpretation of this agreement to the disadvantage of one party on the basis that such party put forward or drafted this agreement or any provision of this agreement.
2.1 We are Sanelo, the provider of Sanelo Moving and the Marketplace.
2.2 Sanelo Moving is our platform where we offer and sell the Services of Sanelo and our Group Companies to you.
2.3 The Marketplace is our platform where third party Partners offer and sell Services in a variety of formats, prices and locations to you. Partners may promote, offer and contract for the sale of their products and the supply of their Services to you on our Marketplace.
2.4 The Marketplace operates as an intermediary platform with functionality which allows such Partners to contract directly with you and, whilst we may on occasion provide ancillary services for the fulfilment of that contract, we do not in any circumstances act as the agent or representative of either you or the Partner in relation to any such transactions. Sanelo does not have any possession of any Services advertised by the Partner’s and we have no involvement in the contract between you and the Partner.
2.5 You acknowledge and agree that your engagement of a Partner is at your own request and risk and, subject to clause 16.1, Sanelo shall not be liable to you for any liabilities, costs, expenses, damages and losses suffered or incurred by you arising out of or in connection with any act, omission or default of a Partner of any nature whatsoever.
2.6 We license you to use the Marketplace, as permitted in these terms.
3.1 In addition to these terms, the Services set out will be governed by the following terms Services ordered through the Marketplace shall be governed by the relevant Partner Sale Terms.
4.1 Registration on the Marketplace provides you with an account on the Marketplace (“Account”).
4.2 By registering for an Account, you agree to these terms.
4.3 You are responsible for maintaining control over your Account including ensuring that only you use and access your Account.
4.4 You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your Account.
4.5 You should ensure that you exit from your Account at the end of each session. You must promptly notify us of any unauthorised use of any of your usernames or passwords as soon as you become aware of it. For security purposes, we may change the username and/or password from time to time.
5.1 You must:
(a) not infringe our intellectual property rights or those of any third party in relation to your use the Marketplace or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
(b) not use, send, display, post, publish, submit, upload or otherwise transmit to the Marketplace or to us or any Partners that: (i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including “spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, invasive of privacy or is otherwise reasonably determined by us to be objectionable or injurious to any third parties; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; (x) violates or attempts to violate the privacy rights, publicity rights, intellectual property rights, contractual rights or any other rights of any person; or (xi) breaches any applicable law, rule or regulation. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending content without prior notice, terminating or suspending your Account or access to the Products and/or reporting such content or activities to law enforcement authorities;
(c) not use, send, display, post, publish, submit, upload or otherwise transmit tothe Marketplace, to us or to any Partners that contain viruses, worms, trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or which allows your Account or any part of the Marketplace to function in any manner not incorporated by us in its original design and/or in a manner damaging to the name or reputation ofthe Marketplace;
(d) not collect or harvest any information or data from the Marketplace or any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
All intellectual property rights in the Marketplace and the Services throughout the world belong to us (or our licensors) and the rights in the Marketplace and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Marketplace or the Services other than the right to use them in accordance with these terms.
7.1 Partners are fully responsible for all content which they upload and display on the Marketplace relating to your Services, including all information, text and images and Sanelo will not be held liable for any content uploaded by a Partner.
7.2 All Services sales made to you via the Marketplace will be made on the relevant Partner’s standard terms for sale of Services (“Partner Terms and Conditions“), the current version of which shall be made available on the Marketplace to you at all times.
7.3 The display of Serviceson our Marketplace constitutes a Partner’s unconditional offer to sell those Services in accordance with the Partner Terms and Conditions, and upon the completion by you of the product ordering process for the Services on the Marketplace platform, including acceptance of the Partner Sale Terms, a valid and binding contract will exist between you and the Partner for the sale and purchase of that Services on the Partner Sale Terms.
8.1 The Marketplace or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
8.2 You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
9.1 The images of the Services on the Marketplace are for illustrative purposes only. Although every effort is made to display the Services accurately, no guarantee is given that your computer’s display accurately reflects the colour, size or any other feature of the Services. Your Services may vary from those images.
9.2 The packaging of your Services may vary from that shown on the images on the Marketplace.
10.1 Each Order on the Marketplace shall constitute a separate contract between you and the Partner as the contracting parties.
10.2 Please follow the onscreen prompts to place an Order. The Ordering process allows you to check and amend any errors before submitting your Order. Please check your Order carefully before confirming it. You are responsible for ensuring that your Orders are complete and accurate. You shall give the Partner all necessary information that it reasonably requires in order to accept and fulfil your Orders.
10.3 After you place an Order, you will receive an email from Saneloacknowledging that it has been received, but please note that this does not mean that your Order has been accepted. The Partner’s acceptance of your Order will take place as described in clause 10.4.
10.4 A Partner’s acceptance of your Order takes place when it sends an email to you to accept it, at which point a contract between you and the Partner (“Servicesagreement”) will come into existence. If there is any conflict or inconsistency between the terms of this agreement and any Services agreement, the terms of the Services agreement shall prevail.
10.5 If a Partner is unable to supply you with the Services for any reason, they will inform you of this by email and the Order will not be processed. If you have already paid for the Services, you will be refunded the full amount including any delivery costs charged as soon as possible.
11.1 Access to and use of the Marketplace is provided by Sanelo to you free of charge. Whilst Sanelo reserves the right to introduce a fee in the future for your access to and use of the Marketplace, if Sanelo elects to introduce such a fee then it will inform you in advance and you will then have the right to either continue to use the Marketplace or terminate your access to either platform at your option.
11.2 The prices for the Services are either:
(a) displayed on the Marketplace; or
(b) available by requesting a quote from our Partners (for Services on the Marketplace); or
(c) obtainable from our Partners when you click on their referral link.
11.3 We and our Partners take all reasonable care to ensure that the prices of Services are correct at the time when the relevant information is entered onto the Marketplace system. However, if we discover an error in the price of any Services you have ordered, you will be contacted to inform you of this error and you will be given the option of continuing to purchase the Services at the correct price or to cancel your Order. Your Order will not be processed until your instructions are confirmed. If it is not possible to contact you using the contact details you provided during the Order process, the Order will be treated as cancelled and you will be notified in writing (to include email).
11.4 Sometimes Orders may be rejected, for example, if your Order is mistakenly accepted and processed where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing. We or the Partner may cancel the supply of the Services and refund you any sums you have paid.
11.5 You acknowledge that the Prices for the Services may be modified or updated from time to time, but changes will not affect the Prices of any Orders you have placed which have already been accepted.
11.6 The prices of Services includes VAT which will be charged (where applicable) at the applicable current rate chargeable in the UK for the time being. If the rate of VAT changes between your Order date and the date that the Services are supplied, the rate of VAT that you pay will be adjusted, unless you have already paid in full before the change in the rate of VAT takes effect.
11.7 The price of the Services does not include delivery charges. The delivery charges are as advised to you during the check-out process, before you confirm your Order.
12.1 Further information on payment terms can also be found in the relevant Partner Sale Terms.
12.2 You can only pay for Services ordered via the Marketplace using a debit card or credit card via the payment Stripe system.
12.3 Payment for the Services and all applicable delivery charges shall be made in advance.
13.1 We do not warrant that any Services comply with the laws, regulations or standards outside the United Kingdom.
13.2 The nature of any warranty will vary depending on the nature of the Services supplied. However, a warranty is typically provided that on delivery the goods or services shall:
(a) subject to clause 9, conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the us or the Partner.
Sanelo may use the Customer’s data provided on or in connection with the Marketplace platform to evaluate and improve the performance of either platform including to improve scheduling and deliveries of Services.
Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://www.sanelo.com/privacy-policy and it is important that you read that information.
16.1 Nothing shall limit or exclude either Sanelo’s or a Partner’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation, or any matter in respect of which it would be unlawful for either Sanelo or a Partner to exclude or restrict liability.
16.2 Subject to clause 16.1, if we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
16.3 The Marketplace has not been developed to meet your individual requirements. Please check that the facilities and functions of the Marketplace meet your requirements.
16.4 Subject to clauses 16.1 and 16.4, Sanelo’s total liability to you for all losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to an amount equal to the total sums paid and/or payable by the Customer for Services under this agreement in the 12 month period prior to the occurrence of the event giving rise to such liability.
17.1 Either party may immediately terminate this agreement at any time, for any reason. Termination of this agreement pursuant to this clause 17 shall not terminate any Orders then in effect (if any), which will continue and be terminable only in accordance with their applicable terms and conditions.
17.2 The provisions of any clauses of this agreement which are expressed to, or by their nature are intended to, survive termination shall survive any termination of this agreement.
18.1 To the fullest extent permitted by law, we expressly disclaim all warranties of any kind which are not expressly set out in the Sanelo Standard Terms forming part of the relevant Services agreement. We make no warranty that the quality of any Services provided to you through the Marketplace will meet your expectations, or that defects, if any, will be corrected.
18.2 We make no representation that the operation of the Marketplace will be uninterrupted, secure or error free, and we will not be liable for the consequences of any interruptions or errors. The Marketplace is provided on an “as is” and “as available” basis.
18.3 We shall have no responsibility for any damages suffered by you in connection with the Marketplace including but not limited to loss of data, non-deliveries or mis-deliveries of content or email, errors, system downtime, network or system outages, file corruption, service interruptions caused by our negligence or the negligence of any other user of the Marketplace, or problems arising as a result of data or software distributed by, downloaded or accessed from or through the Marketplace.
18.4 Whilst we take reasonable precautions and care in compiling the content on the Marketplace, we do not make any representations or warranties of any kind (expressly or implied) with respect to the content or operation of the Marketplace and any such representations and warranties are excluded. We do not accept any liability for losses or damages, whether direct or indirect, that you may suffer as a result of your reliance on the content on the Marketplace, and the Marketplace is made available on the basis that all liability whatsoever for any loss or damage arising out of or in connection with your reliance on the content of the Marketplace is excluded by us to the fullest extent permitted by law.
18.5 We do not control the content posted or distributed by any Partner on or through the Marketplace and so we assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of any content distributed or made available by any Partner through the Marketplace.
19.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from a force majeure event.
19.2 You and Sanelo are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, representative, or employment relationship between you and Sanelo.
19.3 We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 30 days’ notice of any change by emailing you. If you do not accept the notified changes you will not be permitted to continue to use the Marketplace.
19.4 Neither party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause or causes beyond its reasonable control.
19.5 No remedy conferred by any provision of this agreement is intended to be exclusive of any other remedy except as expressly provided for in this agreement and each and every remedy shall be cumulative and shall be in addition to every other remedy given there under or existing at law or in equity by statute or otherwise.
19.6 No person who is not a party to this agreement has any right under the agreements (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any terms of this agreement.
19.7 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
19.8 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
19.9 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
19.10 Our waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Our failure or delay to enforce your strict performance of any provision of this agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this agreement.
19.11 Except as otherwise specifically provided herein, this agreement constitutes the entire agreement between you and us relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded.