Terms and Conditions.

1. Parties and Introduction

1.1. Verbo owns and operates the Verbo Sites (as defined below), an online platform which enables its Customers (as defined below) to replenish products from a wide range of merchants. Verbo promotes, markets and offers for sale third party merchant products through the Sites.

1.2. Merchant, whose details appear in the sign-up form accompanying this Agreement ("Sign Up Form"), offers various Products (as defined below) for sale to its customers via the Merchant Sites (as defined below).

1.3. These Terms and Conditions, together with the Sign Up Form (collectively, this "Agreement") form the basis upon which Verbo and Merchant agree to cooperate to provide a Channel (as defined below) to market in order to promote, market and sell certain Products to Customers through the Sites and to share revenues associated with such sales during the Term (as defined below).

1.4. Verbo offers its Customers an Integrated Checkout Service (as defined below) via the Sites, an application that allows Customers to purchase Products from multiple retailers directly through the Sites. Merchant and Verbo agree that all payments for Orders (as defined below) will be made using the Integrated Checkout Service.

1.5. Where required, Verbo has entered into separate terms with the eCommerce platform that powers the Merchant's website which govern, among other things, the basis on which Verbo will obtain access to Merchant data, products and inventory via the eCommerce platform.

1.6. This Agreement sets out the parties' respective rights and obligations in respect of providing a Channel to market to promote, market and sell certain Products to Customers through the Sites (as defined below).

1.7. Verbo shall receive a commission for all Orders made through the Integrated Checkout Service in accordance with this Agreement.

2. Definitions and Interpretation

2.1. In this Agreement, unless the context otherwise requires:

"Aggregated Anonymous Data" means data submitted to, collected by, or generated by Verbo in connection with Merchant’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Merchant or any individual.

"Agreement" has the meaning given in clause 1.3.

"Affiliate" means, in relation to a body corporate, any subsidiary or holding company of such body corporate, and any subsidiary of any such holding company, in each case from time to time.

"Alternative Marketing Channel" means a referral channel operated by an affiliate or publisher for the purpose of referring a Customer to the Merchant Sites, excluding any channels operated by

  • (i) Verbo or
  • (ii) the Merchant.

"API" means an application programming interface.

"Billing Information" means information concerning a Customer’s credit card or debit card used to process an Order, including, without limitation, account numbers, security codes, and billing addresses.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Business Hours" means the period from 9.00 am to 5.00 pm on any Business Day.

"CDPA" means the Copyright, Designs and Patents Act 1988.

"Channel" means the channel created, via the eCommerce platform, to enable the Products displayed on the Merchant Sites to interoperate with, and be displayed and marketed for sale on, the Verbo Sites.

"Confidential Information" means all non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") under this Agreement, excluding information that:

  • (i) is known by the Receiving Party prior to disclosure by the Disclosing Party without obligation of confidence;

  • (ii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

  • (iii) is acquired by the Receiving Party from a third party that is not under an obligation of confidence with respect to such information; or

  • (iv) is or becomes publicly available through no breach of this Agreement.

For the avoidance of doubt and without limiting the foregoing, the following non-exhaustive list shall constitute Verbo’s Confidential Information: the terms of this Agreement, any technical information or code relating to the Verbo Sites, and any financial or business information regarding Verbo’s operations or planned operations.

"Content Creator" means any third party selected by Verbo for the purpose of creating User Generated Content, as defined below.

"Customer(s)" means any person or entity that makes an Order.

"Customer Information" means all information, other than Billing Information, used to process an Order, including, without limitation, a Customer’s name, address, phone number, e-mail, shipping address, and order details. "Data Controller" has the meaning set out in the UK Data Protection Act 2018. "Data Protection Legislation" means all applicable data protection legislation and regulations.

"eCommerce platform" means any software used by the Merchant that enables the commercial process of buying and selling over the internet like Shopify, BigCommerce, WooCommerce etc.,

"eCommerce platform dashboard" means the interface operated by the eCommerce platform which the Merchant will access in order to obtain information relating to Orders.

"Effective Date" means the date on which this Agreement is accepted by Merchant by submitting the Sign Up Form.

"GTINs" means the 14-digit unique number used to identify Products.

"Integrated Checkout Service" means the application provided by Verbo on the Verbo Sites that enables Customers to purchase Products from multiple merchants directly through the Verbo Sites.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Stripe" means Stripe with offices at 9th Floor, 107 Cheapside, London, EC2V 6DN, together with any of its respective parents, Affiliates and subsidiaries, assigns and successors in title.

"Stripe Connect Services" means the online payment processing service provided by Stripe and as may be used by the parties to process payments of the Products through the Integrated Checkout Service.

"Stripe Terms" means the Stripe Connect terms and conditions as can be found at: https://stripe.com/gb/connect/legal and https://stripe.com/gb/connect-account/legal (as may be amended or updated from time to time), pursuant to which the Stripe Connect Services are provided.

"Launch Date" means the first day the Channel will be open so that Customers can purchase Products through the Verbo Sites.

"Legal Requirement" means any law, proclamation, decision, rule, regulation, order, resolution, notice, rule of court, bye-law, directive, statute, statutory instrument, standards, codes of conduct or other instrument or requirement having the force of law by whomsoever made, issued, declared, passed or otherwise enacted, created or given effect by, without limitation, HM Parliament, the Council, Commission or Parliament of the European Union, any court or other judicial forum, any coroner or commission of inquiry, any local authority or any statutory undertaker or other competent authority or any other person having such power related to or affecting this Agreement.

"Merchant Content" means all content, information, and materials provided by or on behalf of Merchant to Verbo, including, without limitation, all content, information, and materials described in clause 4.1.

"Merchant Marks" means the logos, service marks, trademarks, and trade names owned and/or controlled by Merchant relating to Merchant and/or the Products.

"Merchant Sites" means the various websites, applications and other platforms owned or controlled by the Merchant or other sites powered by the eCommerce platform for the Merchant.

"Non-US Merchant" means a merchant that is not incorporated in the United States of America.

"Order" means any order for Products made via the Integrated Checkout Service on the Verbo Sites, excluding any test orders submitted by or on behalf of Verbo.

"Payment Services Provider" means a third party provider of services for electronic payments.

"PCI DSS" means the Payment Card Industry Data Security Standard, as modified or amended from time to time.

"Personal Data" has the meaning set out in the UK Data Protection Act 2018. "Products" means Merchant’s goods available for purchase on the Merchant Sites.

"Referred Order" means any order for Products made on the Merchant Sites via referral of the Customer from the Sites to the Merchant Sites.

"Repeated Breach" has the meaning given in clause 16.1.

"Return(s)" means a return of any Order made through the Verbo Sites.

"Sales Before Returns" means the actual sum paid by Customers to Merchant in respect of Orders, excluding:

  • (a) if Merchant is a Non-US Merchant, then only:

    • (i) actual shipping costs for the Orders as charged to the applicable Customer; or
  • (b) if Merchant is a US Merchant, then:

    • (i) actual shipping costs for the Orders as charged to the applicable Customer; and
    • (ii) any sales taxes or other local, state or federal taxes that Merchant is obligated to collect on the Orders.

"Merchant Data" means any data, information or other material the Merchant has provided, granted access, uploaded, or submitted to Verbo in the course of using the Integrated Checkout Service.

"Service Provider" has the meaning given in clause 13.2.

"Sign Up Form" has the meaning given in clause 1.2.

"Sites" means collectively:

  • (i) websites, mobile or tablet applications, and any other platforms owned or controlled by Verbo, including, without limitation, verbo.ai and its related country code top-level domains;

  • (ii) Verbo-branded social media pages;

  • (iii) third party product listing advertisements and paid advertising services operated by Verbo; and

  • (iv) any other third parties or platforms not owned and/or controlled by Verbo that Verbo elects at its sole discretion.

"Term" has the meaning given in clause 15.1.

"US Merchant" means a merchant that is incorporated in any state of the United States of America.

"User Generated Content" means media content, including but not limited to text, posts, images, videos, reviews, created by end-users and published on an online or social network.

"Verbo" means RECURBOT Ltd, a company incorporated in England and Wales, with company number 11947289 and with a registered office at Unit 6 Queens Yard, White Post Lane, London, United Kingdom, E9 5EN.

"Verbo App" means the Verbo App which is made available to Merchant by Verbo via the eCommerce platform and which Merchant must install in order to set up the Channel.

"Verbo Content" means all content, information, and materials appearing on the Verbo Sites (but excluding the Merchant Content).

"Verbo Marks" means the logos, service marks, trademarks, and trade names owned by Verbo and used on the Sites.

"Verbo Policies" has the meaning given in clause 14.2.

"Verbo Commission" has the meaning given in clause 10.1.

"Verbo Sites" means collectively:

  • (i) websites, mobile or tablet applications, and any other platforms owned or controlled by Verbo, including, without limitation, verbo.ai and its related country code top-level domains;

  • (ii) Verbo-branded social media pages; and

  • (iii) third party product listing advertisements and paid advertising services operated by Verbo.

2.2 Clause and paragraph headings of this Agreement are to facilitate reference only, do not form a part of this Agreement and shall not, in any way, affect the interpretation hereof.

2.3 A reference to a clause is to a clause of this Agreement.

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

2.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

2.7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

3. Licences and integration into Verbo Sites

3.1. Merchant hereby grants Verbo, and any Content Creators, during the Term a worldwide, non-exclusive, royalty-free, irrevocable, fully paid-up licence to:

  • (i) access the Merchant Content and Merchant Marks via the eCommerce platform or other third party in order to configure and create a Channel between the Sites and the eCommerce platform for the purposes of delivering the Merchant Content to the Sites and to facilitate the transfer of Order information and the payment of Products via the Integrated Checkout Services;

  • (ii) use all Merchant Content provided to Verbo by Merchant via the eCommerce platform or other third party for the purposes described in clause 4.1(iii) and in order to facilitate the transfer of Order information and the payment of Products via the Integrated Checkout Services;

  • (iii) repeatedly and frequently scrape, crawl, spider and use automated bots and programs for the purposes of collecting Merchant Content from the Merchant Sites, displaying such Merchant Content on the Sites, transferring Order information and facilitating the payment of Products via the Integrated Checkout Services;

  • (iv) use and display the Merchant Marks on the Sites;

  • (v) use, copy, create derivative works of, distribute, display, publish, perform, and modify the Merchant Content collected in accordance with this clause 3.1 and Merchant hereby irrevocably and unconditionally waives the benefit of its moral rights arising under Parts I and II of the CDPA and any similar laws of any jurisdiction;

  • (vi) provide links to the Merchant Sites;

  • (vii) place links on the Verbo Sites to the Merchants Sites’ terms and conditions, privacy policy, cookie policy, shipping policy, delivery policy, return policy or other relevant policies of the Merchant Sites which the Merchant requires Customers to accept as part of the Integrated Checkout Service, as nominated to Verbo in writing by the Merchant; and

  • (viii) the names, images, and likenesses of any Product designers,

  • (ix) register, lodge or supply with or to any internet search engines or similar third parties any terms as Verbo sees fit which, for the avoidance of doubt, may include Merchant Marks, Merchant Content and any terms or phrases relating to the Merchant or designers listed on the Merchant's designer page;

  • (x) bid on any keywords or adwords, as Verbo sees fit. For the avoidance of doubt, Verbo is not restricted in relation to the keywords and adwords it may bid on, which may include Merchant Marks, Merchant Content and any terms or phrases relating to the Merchant or designers listed on the Merchant's designer page.

in each case, in order to identify, advertise, market, and promote the Products, the Merchant, the Merchant Content and the Sites;

3.2. The Merchant shall provide appropriate support, access or assistance to enable Verbo to comply with the terms of this Agreement and in particular to interact with the eCommerce platform.

3.3. Any and all goodwill arising from Verbo’s use of the Merchant Marks shall inure solely to the benefit of Merchant. Verbo agrees that nothing in this Agreement shall give Verbo any right, title, or interest in the Merchant Marks other than the right to use the Merchant Marks in accordance with this Agreement.

4. Merchant Obligations

4.1. Merchant shall:

  • (i) install the Verbo App via the eCommerce platform;

  • (ii) permit Verbo to access, via the eCommerce platform or otherwise, Product information including but not limited to, GTINs (where available), Product types, Product names, Product images, Product descriptions, sizes, inventory, current retail prices, other Product details, and information regarding delivery/shipping options by country;

  • (iii) permit Verbo to access, via the eCommerce platform or otherwise, Merchant’s Content, Merchant Marks and any other information reasonably required by Verbo to market the Products on the Sites;

  • (iv) provide Verbo with access to, and permit Verbo to display on the Sites, links to the terms and conditions, privacy policy, cookie policy, shipping policy, delivery policy, return policy or other relevant policies of the Merchant Sites relating to the Products and information relating to the Products’ taxes, shipping costs, shipping options and Product codes and any other information Verbo reasonably requires in order to market the Products;

  • (v) notify Verbo at least one (1) week in advance of any changes to the items listed in clause 4.1(iv) and provide any changes or updates to such items as soon as reasonably practicable after such changes are made;

  • (vi) permit Verbo to access, reproduce, and use any content related to the Products contained on the Merchant Sites on a repeated and frequent basis;

  • (vii) provide Verbo with artwork, text, logos, graphics, and other content for use on the Sites for purposes of marketing, promoting, and advertising the Products;

  • (viii) provide Verbo any other material, content or information that it reasonably requires in order for Verbo to comply with the terms of this Agreement; and

  • (ix) do everything reasonably required (including completing forms where necessary) to enable Verbo to effectively perform the paid search activity as described in 3.1 (ix) and (x).

All of the data and information to be provided under this clause 4.1 shall be collected by Verbo (in accordance with clause 3.1 and this clause 4.1) via the eCommerce platform, or otherwise. Merchant shall provide Verbo with all such information, cooperation, and ongoing technical support as Verbo reasonably requests in connection with Merchant’s obligations in this clause 4.1 and the Merchant consents to Verbo dealing directly with the eCommerce platform for it to perform the Merchant’s obligations.

4.2. Merchant shall make available to Verbo a sufficient number of suitably qualified personnel to ensure the proper fulfilment of Merchant’s obligations under this Agreement.

4.3. Merchant shall access Order information via the eCommerce platform's dashboard.

4.4. Merchant shall be responsible for fulfilling all Orders using the Order information including, without limitation:

  • (i) processing Orders and Returns;
  • (ii) shipping the Products; and
  • (iii) providing to Verbo and Customers all customer service in connection with the Products and Orders.

4.5. Merchant shall provide Verbo with Merchant’s shipping and return policy or updates in accordance with clause 4.1(iv) and clause 4.1(v).

4.6. Customers that make Orders shall be charged in accordance with the current pricing information, shipping, handling, taxes, and fees provided by the Merchant.

4.7. Merchant shall perform the obligations set out in this clause 4 in a professional, workmanlike, and timely manner.

4.8. Without prejudice to Merchant’s obligations under this clause 4, Merchant will ship or deliver the Products to the Customer within the time period specified in the applicable Order, or, if no such time is specified, a commercially reasonable amount of time consistent with industry practice, after the Order was placed.

4.9. Merchant agrees to comply with all Legal Requirements applicable to the supply of the Products and with the terms of its contracts with Customers for the supply of the Products.

4.10. Merchant shall at all times be responsible for the acts and omissions of its subcontractors.

4.11. Merchant shall only use the Verbo App for the purposes set out in this Agreement and in accordance with the terms set out herein. Merchant shall not make improper use of or otherwise misuse the Verbo App.

4.12. Merchant shall pay Verbo in accordance with clause 10.

4.13. Merchant shall ensure that at all times it displays the address of its permanent establishment, its privacy policy, an active customer service e-mail address and a customer service telephone number on the Merchant Sites.

4.14. Unless otherwise advised by Verbo, Merchant shall at all times comply with Stripe’s applicable terms to be found at: https://stripe.com/gb/legal.

4.15. Merchant shall comply with all other reasonable instructions provided to it by Verbo in order to ensure compliance with the requirements of a Payment Services Provider.

4.16. To the extent Merchant has access to Billing Information, it shall be compliant with PCI DSS and with all Legal Requirements applicable to the Merchant’s possession and use of Billing Information.

5. Verbo Obligations

5.1. Verbo shall be responsible for operating, updating, and maintaining the Verbo Sites. For the avoidance of doubt, Verbo shall have absolute and total editorial control over the Verbo Sites, and shall have complete discretion to choose which, if any, of the Products to feature and sell on the Sites and how such Products and Merchant Content are displayed on the Sites.

5.2. Verbo shall collect and transmit to Merchant, via the eCommerce platform dashboard, all relevant information relating to Orders and Customer Information necessary for Merchant to perform its obligations hereunder. Merchant will be able to see details of and information relating to all Orders on the eCommerce platform dashboard. For the avoidance of doubt, Merchant shall be the merchant of record on all Orders.

6. Discoverability on Verbo Sites

Verbo reserves the right to determine the order in which Merchants are listed in Verbo Sites.

7. Costs

7.1. Each party shall bear its own costs and expenses (including legal fees) in relation to the preparation and execution of this Agreement.

8. Intellectual Property Rights

8.1. Subject to the licenses expressly granted herein, Verbo and its licensors (as applicable) retain all legal and beneficial right, title, and interest in and to the Verbo Marks, Verbo Sites and the Verbo Content, including all Intellectual Property Rights and proprietary rights therein, and nothing in this Agreement will operate to transfer such rights to Merchant.

8.2. Subject to the licenses expressly granted herein, Merchant retains all legal and beneficial right, title, and interest in and to Merchant Sites and Merchant Content, including all Intellectual Property Rights and proprietary rights therein, and nothing in this Agreement will operate to transfer such rights to Verbo.

9. Payment for Orders

9.1. Under this Agreement payment for Orders may be processed by Merchant using information transmitted to Merchant via Stripe Connect.

9.2. Verbo shall determine in its sole discretion the manner in which payments for Orders will be processed.

9.3. Verbo shall collect, transmit via the eCommerce platform and make available to Merchant via the eCommerce platform's Dashboard relevant information all Customer Information necessary for Merchant to perform its obligations under this Agreement. Subject to the provisions of this Agreement, Merchant will have all rights in and responsibility for the Billing and/or Customer Information as if that Customer had entered it on Merchant Sites. For the avoidance of doubt, Merchant shall be the merchant of record on all Orders, as set out in clause 5.2.

9.4. Customer payments made pursuant to this Agreement will be processed by Merchant in its usual way using the information provided to it by Verbo or the eCommerce platform.

9.5. Customers purchasing Products through the Sites shall be charged in accordance with the current pricing information, shipping, handling, taxes, and fees provided by the Merchant.

9.6. Verbo shall enable Customers to place Orders for Products on the Verbo Sites using its Integrated Checkout Service. Merchant agrees to provide Verbo with all such information about the Products and technical assistance as Verbo reasonably requires in order to process Orders via the Integrated Checkout Service and the Merchant consents to Verbo dealing directly with the eCommerce platform for it to perform the Merchant’s obligations.

10. Revenues; Payment; Audit Rights

10.1. Merchant shall collect all payments from Customers for Orders. Verbo will receive a percentage of the Sales Before Returns (the "Verbo Commission"). Merchant agrees and acknowledges it is liable to Verbo for the Verbo Commission and that the Verbo Commission will be deducted in the form of "application fee" during payment.

10.2. For the avoidance of doubt, Merchant shall be deemed to have complied with its payment obligations set out in this clause 10 as long as it has paid outstanding amounts due to Verbo to the eCommerce platform by the relevant due date (if any) specified in the relevant invoice.

10.3. From time to time, Merchant may wish to increase the Verbo Commission to benefit from certain promotional activities or services provided by Verbo. Verbo reserves the right to alter the promotional activities and services that it provides to the Merchant if the Verbo share decreases. Any amendment to the Verbo Commission shall be notified in advance by the Merchant to Verbo in writing.

10.4. Verbo has the right to receive payment in the form of the Verbo Commission for every Referred Order, excluding any Referred Order where Merchant can provide sufficient evidence that an Alternative Marketing Channel is the subsequent referral after Verbo of that Customer to the Merchant Site prior to the Customer placing the order for a specific Product.

10.5. eCommerce platform shall retrospectively invoice Merchant directly in connection with the Verbo Commission. All invoices shall be paid by Merchant to the eCommerce platform as specified in the invoice. Merchant shall pay all taxes and duties assessed by any authority in connection with this Agreement and its performance. In the event that any tax withholding is required by applicable law to be made on payment of such Invoice, Merchant shall gross up the amount paid so that the net payment received by Verbo after withholding equals the amount due under this Agreement.

10.6. Except in respect of deduction or withholding of tax required by law (in respect of which Merchant will comply with the preceding provisions of this clause 10), all amounts payable by the Merchant to Verbo, via the eCommerce platform, shall be paid in full without deduction, withholding, counterclaim or set off.

10.7. Upon expiration or termination of this Agreement howsoever caused Merchant shall ensure that any unpaid Verbo Commission is paid to the eCommerce platform within sixty (60) days.

10.8. Any overdue, undisputed amounts due to Verbo under this Agreement shall bear interest (both before and after judgment) at the rate of 4% above the base rate from time to time of Verbo's main bank in the United Kingdom or portion thereof that the undisputed amount remains unpaid calculated from the date when such amount is due up to the date of payment (both inclusive). In the event of any action by Verbo to collect any overdue, undisputed amounts, Merchant shall be responsible for any reasonable costs of collection (including, without limitation, legal fees and expenses).

10.9. Any and all expenses, costs and charges incurred by Merchant in the performance of its obligations under this Agreement shall be paid by Merchant unless Verbo has expressly agreed beforehand in writing to pay such expenses, costs and charges.

10.10. During the Term and for three (3) years thereafter Merchant agrees to maintain full, proper and accurate books, documents, records and information systems, which is to include access to the eCommerce platform, clearly showing all Orders and the calculation of the payments due to Verbo under this Agreement, which shall be kept separate from any books, documents, records and information systems not relating solely to Verbo.

10.11. Upon not less than 10 days’ notice by written request and during normal Business Hours, Verbo (and/or its authorised representative) shall, during the Term and for a period of two years after the expiry or termination of this Agreement, be permitted to inspect or audit the books, documents, records and information systems, which is to include access to the eCommerce platform, showing all Orders, including sufficient evidence to confirm fraudulent Orders, and the calculation of the payments due to Verbo and to take copies of them. Merchant shall on demand provide Verbo (and/or its authorised representative) with all reasonable co-operation and assistance in relation to each audit including without limitation all information requested by Verbo (and/or its representatives) within the scope of the audit and access to the Merchant’s personnel and/or Merchant’s systems and/or premises. Any inspection or audit shall be conducted at Verbo’s expense, except in the event that an inspection or audit discovers a discrepancy in payment owed to Verbo of greater than five percent (5%) of the aggregate sums owed to Verbo in any twelve (12) month period audited, in which case, Merchant shall immediately make up such shortfall by payment to Verbo of the shortfall amount, and in such circumstance shall reimburse Verbo in respect of any reasonable professional charges incurred. If any representative of Verbo is authorised to conduct an inspection or audit on behalf of Verbo, such representative shall undertake in advance to Merchant to keep all information obtained strictly confidential and not to use or disclose any such information except for the purpose of reporting the results of its inspection or audit to Verbo.

11. Fulfillment and Shipping

Merchant will be responsible for fulfilling the order and shipping it to the Customer in accordance with this Agreement.

12. Chargebacks

12.1. In the event of a chargeback:

For Orders processed using Stripe Connect, the Customer will open a dispute with the card issuer. Merchant shall be liable for disputed amounts associated with chargebacks arising from fraudulent use of a Customer’s payment card. Merchant shall be liable for all other types of chargeback claims. Merchant shall also be liable for the handling, managing and administering of chargebacks including, without limitation, liaising with Customers and Third Party Payment Providers in relation to any claims for chargeback claims.

For the avoidance of doubt, Verbo shall have no liability for chargebacks howsoever arising.

12.2. Verbo may require Merchant to cooperate in an investigation of a chargeback, including by requiring Merchant to produce any evidence requested (for example, to show proof of delivery) within 24 hours of any request being made.

12.3. If Verbo is required to compensate Stripe, or other Payment Services Provider, in relation to a claim brought by a customer arising other than from fraud, Merchant shall be required to compensate Verbo for such payment in full.

13. Merchant Payment Obligations

13.1. For all Orders for the Products made in accordance with this Agreement, Merchant shall be responsible for collecting and processing payments using the billing information.

13.2. To the extent Merchant has access to Billing Information, it shall be compliant with PCI DSS and with all Legal Requirements applicable to the Merchant’s possession and use of Billing Information. If Merchant outsources the processing of Billing Information to a third party (a "Service Provider"), Merchant shall ensure that such Service Provider is compliant with PCI DSS and that such Service Provider complies with the relevant terms of this clause 13, and clauses 14.3 and 14.4 of this Agreement. Merchant shall be responsible for all acts and omissions of its Service Providers at all times.

13.3. Merchant shall, at its sole cost and expense:

  • (i) conduct or have conducted the audits required PCI DSS certification;

  • (ii) obtain PCI DSS compliance certification prior to storing, processing, or transmitting Billing Information; and

  • (iii) take all actions required for Merchant to maintain PCI DSS compliance during the Term of this Agreement and for any period of time after the Term of this Agreement that Merchant stores, processes, or transmits the Billing Information. Merchant will remain at all times aware of changes to PCI DSS and implement such changes when required to do so.

13.4. Merchant shall account to and pay Verbo in accordance with clause 9 to clause 13 (inclusive) of this Agreement.

14. Data Protection

14.1 Each party shall comply with Data Protection Legislation and all applicable laws relating to advertising, the internet, privacy, cookies and tracking technology and unfair business practices.

14.2 Verbo shall be entitled to process, use and disclose:

  • (i) the Billing Information and Customer Information it collects;

  • (ii) information it collects about the nature, type and quantity of Products marketed and sold via the Sites; and

  • (iii) information it obtains or receives from the eCommerce platform,

for any purpose as it sees fit provided that it is in compliance with Verbo’s posted terms of use and privacy policy, as the same may be amended from time to time (collectively, the "Verbo Policies") and all Legal Requirements.

14.3 Verbo shall transmit to Merchant, via the eCommerce platform, the Customer Information necessary for Merchant to perform its obligations under this Agreement. Subject to the provisions of this Agreement, Merchant will have all rights in and responsibility for the Customer Information as if that Customer had entered it on Merchant Sites.

14.4 Merchant will and will require the eCommerce platform to, at a minimum, establish and maintain such data security procedures as is necessary to ensure the confidentiality of the Billing Information and the Customer Information and that they are not disclosed contrary to the provisions of this Agreement, the Verbo Policies, or any Legal Requirements including, without limitation, Data Protection Legislation. Without limiting the foregoing, Merchant will, as a minimum (and at its sole cost and expense), establish, implement, and maintain appropriate physical, technical and organisational measures to:

  • (i) maintain the security and confidentiality of such Billing Information and Customer Information, including without limitation, encrypting such information;

  • (ii) prevent unauthorised or unlawful access to or processing of any Billing Information and Customer Information and accidental loss or destruction of or damage to the Billing Information and Customer Information;

  • (iii) comply with PCI DSS at the appropriate level; and protect against unauthorised access to or use of such information that could result in harm or inconvenience to the individuals to whom such information pertains.

14.5 At least once annually, or more frequently upon Verbo's request if required for compliance, legal, or regulatory reasons, Merchant will provide to Verbo all appropriate reviews and reports to monitor Merchant's compliance with its obligations under this clause 14.

14.6 Merchant may use and disclose the Billing Information and Customer Information solely in a manner consistent with all Legal Requirements including, without limitation, by complying in respect of Customers’ Personal Data with the obligations imposed on Data Controllers by Data Protection Legislation, including but not limited to:

  • (i) not disclosing or permitting the disclosure of any such Personal Data to subcontractors or any other third parties unless authorised by this Agreement or specifically authorised in writing by Verbo;

  • (ii) ensuring that any transfer of Personal Data outside the European Economic Area is made in accordance with Data Protection Legislation;

  • (iii) ensuring that it has appropriate operational and technological processes and procedures in place to protect against any unauthorised or unlawful processing, access, loss, destruction, theft, use or disclosure of Personal Data (and to take all reasonable steps to ensure the reliability of any employees of Merchant who have access to Personal Data), and upon reasonable request from Verbo, to submit details of those processes and procedures for scrutiny by Verbo or its auditors;

  • (iv) not doing anything, nor permitting anything to be done, which might jeopardise or contravene the terms of any data protection registration of Verbo; and

  • (v) immediately notifying Verbo if it receives any complaint, notice or communication which relates directly or indirectly to the processing ]of Personal Data, and providing full cooperation and assistance in relation to any such complaint, notice or communication.

14.7 Merchant will promptly in accordance with all Legal Requirements honour any Customer requests to opt-out of receiving non-transactional e-mails (e.g., marketing e-mails) from Merchant.

14.8 Verbo may from time to time serve on Merchant an information notice requiring Merchant, within such time and in such form as is specified in the information notice, to furnish to Verbo such information as Verbo may reasonably require relating to:

  • (i) compliance by Merchant or by its subcontractors with Merchant’s obligations under this Agreement in connection with the processing of Personal Data; and/or

  • (ii) the rights of data subjects, including but not limited to subject access rights.

14.9 Each party shall comply with Data Protection Legislation and all applicable laws relating to advertising, the Internet, privacy, and unfair business practices.

14.10 To the extent that Merchant notifies Verbo that such Merchant Data is Merchant's Proprietary Information, Verbo will keep such information confidential pursuant to this Section 14. Verbo shall retain all right, title and interest in and to any information Verbo learns or creates through the operation of its platform, including the Merchant Data. Merchant acknowledges and agrees that Verbo may (i) internally use and modify (but not disclose) Merchant Data for the purposes of (a) providing the Services and any support or consultation services to Merchant and (b) generating "Aggregated Anonymous Data", and (ii) freely use and make available Aggregated Anonymous Data for Verbo's business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Verbo’s products and services). Notwithstanding anything else, Verbo is permitted to disclose (including through display of Merchant’s logo) that Merchant is one of its Merchants (including in its publicity and marketing materials). Merchant, not Verbo, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Merchant Data. Verbo shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Merchant Data. Verbo is not responsible to Merchant for unauthorized access to Merchant Data or the unauthorized use of the Service unless such access is due to Verbo's gross negligence or willful misconduct. Merchant is responsible for the use of the Service by any person to whom Merchant has given access to the Service, even if Merchant did not authorize such use. Merchant agrees and acknowledges that Merchant Data may be irretrievably deleted if Merchant’s account is ninety (90) days or more delinquent.

15. Term

15.1 This Agreement shall begin on the Effective Date and continue until terminated in accordance with clause 16.

16. Termination

16.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability in any circumstances to the other:

  • (i) on written agreement between the parties;

  • (ii) on Merchant uninstalling the Verbo App;

  • (iii) on Verbo notifying the Merchant of termination in writing.

16.2 Upon expiration or termination of this Agreement howsoever caused:

  • (i) each party shall promptly return to the other (or at the other party’s option, destroy) all of the other party’s Confidential Information in its possession or control;

  • (ii) any licenses granted hereunder shall immediately cease;

  • (iii) all sums owing to a Party under this Agreement shall become immediately due and payable;

  • (iv) Merchant shall promptly process and fulfil all outstanding Orders that were placed by Customers prior to the effective date of such expiration or termination and promptly complete any pending Returns, exchanges, refunds, or other Customer service matters; and

  • (v) the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

16.3 Any provision of this Agreement that contemplates performance, application or observance subsequent to termination or expiration of this Agreement (including but not limited to clauses 1, 2, 7, 8, 9.4, 10.10, 10.11, 13, 16.2, 16.3, 17, 18, 19, 20, and 21 to 31, will survive any expiration or termination of this Agreement or any part thereof, and continue in full force and effect thereafter.

17. CONFIDENTIAL INFORMATION

17.1 Each party agrees that it shall not use or disclose the Confidential Information of the other except as necessary to perform its obligations hereunder.

17.2 Each party agrees not to disclose the other party’s Confidential Information to any person other than its employees, agents, or independent contractors who have a need to know the same to perform its obligations hereunder, and who are under obligations of confidentiality substantially similar to this clause.

17.3 The Receiving Party shall be responsible for any breaches of this clause by its employees, agents, and independent contractors. Each party agrees it shall protect the confidentiality of the other party’s Confidential Information in the same manner that it protects its own Confidential Information, but in any case with not less than a reasonable degree of care. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed, at the Disclosing Party’s direction, and certified by the Receiving Party as having been so returned or destroyed, upon the expiration or termination of this Agreement.

17.4 The parties recognise that the disclosure or use of the Disclosing Party’s Confidential Information by the Receiving Party in breach of the provisions of this clause 17 would cause irreparable injury to the Disclosing Party.

17.5 In the event either party breaches the provisions of this clause 17, the other party, in addition to any other remedies it may have, shall be entitled to seek interim and final injunctive relief. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that the disclosure is required by law, by any governmental or other regulatory authority or by any court or other authority of a competent jurisdiction provided that the Receiving Party shall, to the extent that it is legally permitted to do so, provide to the Disclosing Party prompt prior written notice of such requirement and, where permitted to do so by law, take into account the reasonable requests of the Disclosing Party in relation to the disclosure.

18. REPRESENTATIONS AND WARRANTIES

18.1 Each party represents and warrants to the other party that: it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the licenses granted hereunder.

18.2 Merchant further represents, warrants and undertakes to Verbo that:

  • (i) Merchant is the sole legal and beneficial owner of (or otherwise has sufficient rights to) all Merchant Content and Products;

  • (ii) the Merchant Content is accurate and up-to-date;

  • (iii) no Merchant Content, Merchant Marks, or Products infringe the Intellectual Property Rights of any third party or otherwise violate the rights of any third party; and

  • (iv) Merchant shall, during the Term, comply with all applicable Legal Requirements, including, without limitation, laws relating to advertising, the internet, privacy, and unfair business practices, and the Verbo Policies.

18.3 Except as expressly set forth in this clause 18, the Verbo Sites, their components and any other materials provided by Verbo hereunder are provided "as is" and "as available", and Verbo makes no warranties with respect to the same and hereby disclaims any and all express, implied, or statutory warranties. To the extent that Verbo may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law. Without limiting the foregoing, Verbo makes no representations or warranties with regard to the potential market for the Products or the amount of Sales Before Returns that may be generated pursuant to this Agreement.

19. Indemnification

19.1 Merchant shall indemnify, defend, and hold harmless Verbo and Verbo’s officers, directors, employees, agents (collectively, the "Verbo Indemnified Parties" and each, a "Verbo Indemnified Party") from and against any and all losses, liabilities, damages, fines, and related costs and expenses, including reasonable legal fees, disbursements, and costs of investigation, litigation, settlement, judgment, interest, and penalties ("Losses") incurred by the Verbo Indemnified Parties in connection with any third-party claim, action, or proceeding ("Claim") to the extent arising from or relating to:

  • (i) Merchant’s breach of any of its representations, warranties or undertakings in clause 18;

  • (ii) Merchant’s negligence or wilful misconduct;

  • (iii) Breach of the Merchant’s obligations under clause 12.3, clause 13 and clause 17; or

  • (iv) the Products.

19.2 Verbo agrees to notify Merchant promptly in writing of any Claim, to permit Merchant to defend, compromise, or settle the Claim, and to provide reasonably available information and assistance regarding such Claim; provided that:

  • (i) if Merchant fails to promptly retain legal representation for any such Claim, Verbo (and/or the relevant Verbo Indemnified Party) may, at Merchant’s expense, retain its own legal representation and defend against such Claim;

  • (ii) Merchant’s choice of legal representation shall be subject to Verbo’s prior approval, which shall not be unreasonably withheld, conditioned, or delayed;

  • (iii) in connection with the control or conduct of the defence and settlement of the Claim, Merchant will keep Verbo regularly informed of relevant matters;

  • (iv) Merchant shall not enter into a settlement of any such Claim that imposes any liability or material obligation on the Verbo Indemnified Parties or materially prejudices the Verbo Indemnified Parties’ rights without Verbo’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; and

  • (v) Merchant shall not enter into a settlement of any such Claim without Verbo’s prior written consent unless such settlement is solely for monetary payment by Merchant or a third party and contains an explicit and complete unconditional release of the Verbo Indemnified Parties and an obligation among all parties thereto to be held as confidential.

20. Limitation of Liability

20.1 Subject to clause 20.3, in no event shall either party be liable to the other party for:

  • (i) loss of profits;

  • (ii) loss of business;

  • (iii) depletion of goodwill or similar losses;

  • (iv) loss of anticipated savings;

  • (v) loss of goods; or

  • (vi) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses,

whether or not reasonably foreseeable and even if the first party had been advised of the possibility of the other party incurring that loss or type of loss.

20.2 Subject to clause 20.3(i), Verbo’s entire liability under this Agreement or for any cause of action related to the Verbo Sites, the Sites or Verbo Content, shall be limited to the total Verbo Commission received by Verbo from Merchant in respect of the twelve (12) months prior to the date on which the claim was made.

20.3 Nothing in this Agreement shall limit or exclude: personally delivered, upon delivery

  • (i) the liability of either party for death or personal injury resulting from that party’s negligence, fraud, or fraudulent misrepresentation or any other liability which cannot be limited or excluded by law; or

  • (ii) Merchant’s liability to Verbo under clause 19.1.

21. Notices

21.1 Any notice, request, approval, authorisation, consent, or other communication required or permitted to be given or made pursuant to this Agreement (each, a "Notice") shall be in writing and shall be deemed given and effective: (i) if personally delivered, upon delivery; (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by recorded delivery, within five days of deposit in the mail; or (iv) if by electronic mail, by 9.00am on the next Business Day following transmission.

To Verbo: RECURBOT Ltd. Unit 6 Queens Yard, White Post Lane, London, United Kingdom, E9 5EN

FAO: Legal Department

To Merchant: Unless Merchant notifies Verbo otherwise in writing, to Merchant’s address as written on the Sign Up Form which forms part of this Agreement.

22. Platform to Business Regulation and Dispute Resolution

22.1 Merchants established in, and which offer goods to Customers located in, the European Union may submit complaints pursuant to the Regulation of the European Parliament and of the Council on promoting fairness and transparency for business users of online intermediation services ("Platform to Business Regulation") in relation to:

22.1.1 Verbo’s alleged non-compliance with any obligations laid down in the Platform to Business Regulation which affect the Merchant in the European Union;

22.1.2 technological issues which relate directly to the provision of services under this Agreement in the European Union that affect the Merchant; and

22.1.3 measures taken by, or behaviour of, Verbo relating to the provision of services under this Agreement in the European Union that affect the Merchant.

22.1.4 Verbo will consider and process such complaints and communicate the outcome to Merchant.

22.2 In the event of a dispute which arises in whole or in part from this Agreement (including any question as to its existence, validity or termination) or any transaction conducted as a result of or arising out of this Agreement (the "Dispute"), full details of the Dispute (including the remedy sought) must be set out in writing ("Dispute Notice") and served upon the other party with any documents relied upon. Any party receiving a Dispute Notice must within 14 days of service of it, serve a written reply (the "Reply") on the serving party. A senior representative of each of the parties with authority to settle the Dispute must within 14 days’ of service of the Reply meet in good faith to attempt to resolve the Dispute.

22.3 If the parties are unable to resolve the Dispute in the manner set out in clause 22.1, either party may request by service of a notice in writing that the matter be referred to mediation. The mediator, if not appointed by agreement between the parties within 14 days of the written notice suggesting mediation, shall be nominated by the Centre For Effective Dispute Resolution. All negotiations and/or mediation connected with the Dispute shall be conducted in strict confidence and without prejudice to the rights of the parties in future legal proceedings. Any settlement reached by the parties shall be put in writing and become binding on the parties once signed by a duly authorised representative of each party.

22.4 No party may commence court proceedings until it has attempted to settle the Dispute by negotiation and then by mediation and either the mediation has terminated or the other party has refused to mediate, unless the parties have agreed in writing not to mediate, provided that the right to commence proceedings is not prejudiced by a delay.

23. Entire Agreement and Remedies

23.1 This Agreement sets out the entire agreement between the parties relating to the subject matter herein and supersedes and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

23.2 This clause 23 shall not exclude any liability for or remedy in respect of fraudulent misrepresentation.

24. Waiver and Variation

24.1 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

24.2 Verbo may amend this Agreement from time to time. Verbo will provide notice of any variation(s) to this Agreement to Merchant by email (or other electronic means) along with (i) a copy of the updated Agreement and (ii) a summary of the changes. Any variation(s) to this Agreement notified to Merchant shall become binding on Merchant on the date advised by Verbo. Should Merchant continue to use the Verbo App beyond that date Merchant shall be deemed to have accepted the variation(s).

24.3 Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights or obligations under or pursuant to this Agreement which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Agreement shall remain in full force and effect except and only to the extent that they are varied or amended.

25. Invalidity

25.1 Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

26. Assignment

26.1 Except as provided in this clause 26 or as the parties specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.

26.2 Verbo may assign the benefit of this Agreement to which it is a party, in whole or in part, to, and it may be enforced by any of its Affiliates.

27. Force Majeure

27.1 A party shall not be in breach of this Agreement, or liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (a "Force Majeure Event"), including but not limited to any of the following:

  • (i) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

  • (ii) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

  • (iii) terrorist attack, civil war, civil commotion or riots;

  • (iv) fire, explosion or accidental damage;

  • (v) loss at sea; or

  • (vi) collapse of building structures, failure of plant machinery, machinery, computers or vehicles.

27.2 If the Force Majeure Event prevails for a continuous period of more than six months, any party may terminate this Agreement by giving 14 days’ written notice to all the other parties. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.

28. No Partnership or Agency

28.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

29. Rights of Third Parties

29.1 Except for the Verbo Indemnified Parties as provided in clause 19.1, a person who is not a party to this Agreement shall have no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

29.2 Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

30. Counterparts

30.1 This Agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute but one and the same instrument.

31. Governing Law and Jurisdiction

31.1 This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

31.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute of whatever nature arising out of, relating to, or having any connection with this Agreement (including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement), and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.