Term Conditions Page

You (the Merchant) and the Buyer. We are not a party to the Sales Contract. You are solely

responsible for discharging Your obligations under a Sales Contract and We shall have no

liability to You (or any Buyer) for any failure by You to do so nor shall We be liable to You

for any failure by a Buyer to comply with its obligations under the Sales Contract.

5.3 You must comply with all applicable laws, orders, regulations, legal requirements, and codes

of practice, in each case in force at the relevant time, in respect of Your offer, promotion and

sale of Products on FOREST, both in the version of the Platform on which you are selling (for

example, the UK version) and Your location (collectively, “Applicable Law”). It is a material

breach of these Merchant Terms if You do not comply with Applicable Law.

Who Can Use FOREST?

5.4 Merchants can use FOREST to offer Products to Buyers.

5.5 IMPORTANT: If You do authorise a third party to do this for You, You will remain

responsible for all their activities on FOREST.

Do We Sell Products On FOREST?

5.6 No, We do not sell Products on FOREST. Merchants use FOREST to offer and sell Products to

Buyers.

6. Registering As A Merchant And Listing Products

How To Register As A Merchant

6.1 Before registering as a Merchant on FOREST, You will need to open a Platform account

(“Account”).

6.2 You will be asked to provide certain information (“Onboarding Information”) to Us during

the Merchant registration process. We may use Your Onboarding Information to among other

things assess whether or not You will be authorised to use FOREST as a Merchant. Authorisations

are at Our sole discretion.

6.3 It is a material breach of these Merchant Terms if You do not provide any Onboarding

Information or You provide incomplete or inaccurate Onboarding Information. Should Your 

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Onboarding Information become out of date in any way, You must notify Us as soon as

reasonably practicable.

How To List Products, Product Details And Enhanced Terms

6.4 Once You have been authorised as a Merchant, You will be able to list Products for sale.

6.5 In order to list a Product for sale, You must upload certain details in respect of the Product

(“Product Details”).

6.6 As a minimum, You must offer and comply with the terms of sale set out in FOREST User Terms

of Use and Sale ("Terms of Sale") but You may elect to offer improved cancellation, return

and refund rights to Buyers than those specified in the Terms of Sale (“Enhanced Terms”).

You acknowledge that, pursuant to Clause 7.5, any Enhanced Terms that You elect to offer will

form part of the Sales Contract entered into between You and the Buyer for the relevant Product.

All Enhanced Terms that You offer must comply with the FOREST Customer Order Cancellation,

Return and Refund Guidelines.

6.7 It is a material breach of these Merchant Terms to: (a) upload any Product Details that are

incomplete and/or inaccurate; (b) otherwise provide any incomplete and/or inaccurate details

of Your Products to Buyers prior to, during or after the placement of an Order; or (c) offer any

Enhanced Terms that You are not reasonably able to comply with or that do not comply with

these Merchant Terms or the FOREST Customer Order Cancellation, Return and Refund

Guidelines.

6.8 It is Your responsibility to provide Us with all information that You are required under

Applicable Law as the trader selling the Product to communicate to a Buyer, as a consumer of

the Product, prior to the conclusion of an Order. It is a material breach of these Merchant Terms

to fail to provide such information as part of the Product Details that You upload.

6.9 You are responsible for ensuring that any listing, sale and provision of Products on FOREST by

You complies at all times with Applicable Law. Any policies or guidelines that We provide

(for example the FOREST Customer Order Cancellation, Return and Refund Guidelines) are

intended to facilitate Merchant compliance and ensure a positive shopping environment on

FOREST, however, they are not exhaustive and are not intended as legal advice.

6.10 You shall ensure that You have adequate stock of any Products listed for sale. If You do not

have adequate stock of Products to satisfy reasonably anticipated demand, You must not list

the Product(s) for sale.

7. Accepting Offers And The Sales Contract

7.1 You may offer and sell Your Products to Buyers using the features made available to You

on FOREST from time to time.

7.2 The availability of some functionalities used for promoting and selling Products may be

restricted to certain Merchants, as determined at Our sole discretion.

7.3 When a Buyer selects to purchase one of Your Products on FOREST, and clicks ‘Buy Now’, the

Buyer is making an offer to You to buy that Product on the Terms of Sale, including any

Enhanced Terms that You have elected to include for the relevant Product.

7.4 Once the offer has been made, an attempt to take payment will be made.

7.5 If the payment attempt is successful, an order acknowledgement will then be sent to the Buyer

and a legally binding contract for the sale of the Product between You and the Buyer will be

formed on the Terms of Sale including any relevant Enhanced Terms (“Sales Contract”).

8. Fulfilling Orders, Shipping And Complying With The Sales Contract

8.1 You are responsible for the processing, fulfilment and shipment of all Orders in compliance

with the Terms and each Sales Contract. 

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8.2 It is a material breach of these Merchant Terms if You do not arrange for the shipment of a

Product to the Buyer after an Order has been confirmed in accordance with the Additional

Jurisdiction-Specific Terms or if the Product that You do send to the Buyer does not conform

in all material respects with the description of the Product provided to the Buyer pre-Order or

You in any other way breach the terms of Your Sales Contract for such Order.

General Communication With Buyers

8.3 We offer You features to communicate with the Buyers to facilitate the fulfilment of Orders

and to respond to enquiries from Buyers. You can also review and reply to comments from

Buyers towards any specific Order.

8.4 You acknowledge and agree that Your messages shall comply with any relevant policies or

guidelines that govern Your use of FOREST from time to time.

8.5 From time to time, You may run sales promotions in respect of Products (for example, price

reductions, buy one get one free offers, and free shipping offers).

8.6 If You elect to run a sales promotion for one or more Products, You must ensure that such

promotion is run in accordance with Applicable Law and all industry guidance and standards

in respect of promotions (including pricing practices).

Reviews

8.7 Buyers may be permitted to leave reviews of Products that they have purchased on FOREST.

8.8 You must not:

(a) leave any reviews (or instruct any third parties to leave any reviews) on any Products

(whether a Product that You sell or a Product of another Merchant); or

(b) procure that a Buyer leaves a review on any Product (whether a Product that You sell

or a Product of another Merchant) to the extent that You determine, or in any way

instruct the Buyer as to, the content of that review or the general positive or negative

nature of that review.

8.9 Subject to the foregoing, You are not prohibited from incentivising Buyers to leave reviews in

respect of Your Products (but not the Products of other Merchants). For the avoidance of doubt,

in incentivising a Buyer to leave a review You must not make the incentive in any way

conditional upon the content or the general positive or negative nature of that review.

Returns, Replacements And Cancellations

8.10 You must comply with the terms of each Sales Contract and the FOREST Customer Order

Cancellation, Return and Refund Guidelines including with respect to acceptance of Buyer

requests for returns and cancellations and the provision of replacement Products and refunds.

8.11 It is a material breach of these Merchant Terms if You do not provide a Buyer with a refund or

a right to cancel an Order or replace a Product where the Buyer has a right to the same under

the Sales Contract and/or Applicable Law.

8.12 You agree that, for the FOREST Communication Period (defined below),FOREST reserves the right

to conduct all communications with Buyers on Your behalf in relation to any refund,

cancellation, return, non-delivery or any other issues or complaints in relation to Products

(together, “Product Issues”). For each Product, the “FOREST Communication Period” is 30

days from the day on which a Buyer receives the relevant Product or, if the Product is not

received by the Buyer, 30 days from the date of sale of the relevant Product (or such other

period as FOREST may determine). You hereby authorise FOREST: (a) to make decisions in relation

to any Product Issues within the FOREST Communication Period (including authorising refunds,

replacements, price reductions or any other action that FOREST considers appropriate in the

circumstances); and (b) if relevant, to deduct any monies payable to the Buyer as a result of

such decisions from Your Account without any further notice to or approval from You.

Following the expiry of the FOREST Communication Period, FOREST may direct You to

communicate with the Buyer directly.

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Product Recall

8.13 You are responsible for complying with any recall or safety notice required to be given in

respect of any Product promoted or sold by You under Applicable Law. You agree to

immediately remove any Product from FOREST if it is subject to any recall or safety notice, and

it is a material breach of these Merchant Terms if You do not immediately remove any such

Product from sale, and supply all information that We may reasonably request in relation to the

Product within 24 hours of Our request.

How Do The Logistics Work?

8.14 Please see Additional Jurisdiction-Specific Terms, for information on how logistics work in

Your jurisdiction.

What Data Will We And You Have Access To And What Rights Do You Have To Use It?

8.15 You will have access to the certain data which You, Merchants and Buyers provide for the use

of, or is generated through the use of, FOREST (the “FOREST Data”).

8.16 We will have access to all of the FOREST Data. We may share certain FOREST Data with third

parties.

8.17 FORESTData will include data that falls within the definition of “personal data” (as defined in

Our Privacy Policy). You acknowledge that You are an independent controller of any FOREST

Data that You receive or is made available to You.

8.18 You may only use FOREST Data for the purposes of processing and fulfilling an Order, complying

with Your obligations under Sales Contracts, where necessary handling refunds, cancellations,

enquiries or claims from Buyers in relation to an Order and in accordance Your Merchant

Privacy Policy as permitted by Applicable Law (“Permitted Purpose”).

8.19 You must provide a privacy policy to Us as part of the Onboarding Information that You

provide on registration in accordance with Clause 6.2 (“Merchant Privacy Policy”). The

Merchant Privacy Policy must, in accordance with Applicable Law, as a minimum: (i) identify

You as the data controller and explain how Buyers can contact You; (ii) set out what Buyer

personal data You will collect viaFOREST; (iii) explain why You use this personal data; (iv)

explain which lawful basis You are relying on in order to collect and use the personal data; (v)

explain how long You will retain the personal data for; and (vi) tell Buyers what rights they

have in relation to Your use of their personal data, and when they can complain to a supervisory

authority.

8.20 You must provide Buyers with access to Your Merchant Privacy Policy on the ‘Product Detail

Page’.

8.21 You must collect, use and process all FOREST Data in accordance with Your Merchant Privacy

Policy and Applicable Law at all times.

8.22 You are not permitted to use FOREST Data for any purpose(s) other than the Permitted Purpose,

for example You may not: (i) sell or trade FOREST Data; (ii) use FOREST Data other than for the

Permitted Purpose, unless the Buyer has provided their prior consent in accordance with the

requirements of Applicable Law; or (iii) use FOREST Data to send any direct marketing or

promotional messages or communications to a Buyer by email or any other method of direct

communication with a Buyer, unless You have obtained the Buyer’s prior express and informed

consent in accordance with Applicable Law.

8.23 You may not use the FOREST’s messaging functionality for any marketing or promotional

purposes.

8.24 You shall take sufficient security measures to ensure the security of FOREST Data in Your

possession and You shall delete such FOREST Data as soon as reasonably possible, and in

accordance with Applicable Laws.

8.25 You shall co-operate with Us and provide such information and assistance as We may

reasonably require, including to enable Us:

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(a) to comply with Our obligations under Applicable Laws in respect of FOREST Data; and

(b) to deal with and respond to all investigations and requests for information relating to

FOREST Data from the relevant individual or from a regulator.

8.26 If You receive any complaint, notice or communication from an individual or a regulator which

relates directly or indirectly to their sharing of FOREST Data pursuant to these Merchant Terms,

or to Our compliance with the Applicable Laws, You shall notify Us as soon as reasonably

practicable.

9. FOREST Content And Merchant Materials

FOREST Content

9.1 You acknowledge that FOREST and any and all elements thereof shall be deemed as FOREST

Content (as defined in the FOREST Terms of Use). Subject to these Merchant Terms and the

FOREST Terms of Use, We hereby grant You a non-exclusive, limited, non-transferable, nonsublicensable, revocable, worldwide licence to access and use FOREST and the FOREST Content

solely to exercise your rights and perform Your obligations as a Merchant in accordance with

these Merchant Terms and the Terms of Sale. You acknowledge and agree that, upon any

termination of Your account, these Merchant Terms and/or the FOREST Terms of Use, this licence

granted to You in respect of FOREST and the FOREST Content will automatically terminate.

Your License to Us

9.2 By using FOREST, You grant to Us and Our affiliates a perpetual, worldwide, irrevocable, royaltyfree, fully transferable, sub-licensable licence to among other things host, reproduce, display,

stream (including live streaming), distribute, modify, run, copy, publicly perform, make

available, publish, translate, make derivative works of, any content, data, information You

provide to Us about You and Your Products (“Merchant Materials”) and to authorize other

users of the Platform or third parties to view, access, download, reproduce, make derivative

works of, publish and/or transmit the Merchant Materials, in any form or medium on FOREST

and the Platform, to use the same to market and promote FOREST both on and off the Platform,

and to improve FOREST, the Platform and Our other products and services.

9.3 This licence by You to Us does not impact Your ownership of Your intellectual property rights

or other rights in and to Your Products or Merchant Materials in any way.

9.4 You acknowledge and agree that Your Merchant Materials shall comply with any content or

listing guidelines that we issue from time to time.

9.5 The foregoing does not impact any right You may have to have data deleted under Applicable

Laws.

10. Developers

Engagement Of Developers

10.1 We may from time to time offer the FOREST Open Platform to third parties (“Developers”) for

the Developers use to develop application programming interfaces (APIs) and to connect and

interact with Merchants, in relation to matters including order management and fulfilment,

customer services, creator and campaign management, and product management

(“Development Services”).

Engagement Is Between You And Developer

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10.2 In any and all cases that You procure Development Services, You acknowledge and agree that

the Developer is an independent contractor of Yours, providing services to You pursuant to an

agreement between You and the Developer, to which We are not a party.

10.3 Developers carry on a profession or business on their own account and if You engage

Developers You acknowledge You do so as a customer or client of the Developer and not of

Us. You understand that Developers are not employees, workers, agents or contractors of Us.

10.4 In all circumstances, We will not:

(a) be a party to any contract between You and the Developer;

(b) determine the pricing of the Development Services;

(c) be responsible for the procurement or provision of the Development Services between

You and Developer and any contract between You and Developer; or

(d) be responsible for any liability or enforcement under or in connection with any contract

between You and the Developer.

10.5 You acknowledge and agree that:

(a) We are not liable for the acts, omissions, errors, representations, warranties, negligence,

or breaches of any Developer or any property damage, or other damages or expenses

resulting therefrom and take no responsibility whatsoever regarding the Development

Services rendered by Developers generally or to You specifically; and

(b) We have no liability for any claims in relation to any contract between You and the

Developer, including but not limited to claims related to Your Products, any call to

action and/or other promotional messages or the Development Services provided by the

Developer.

11. Fees

11.1 All payments due from You under these Merchant Terms shall be made and shall be paid free

and clear of and without deduction or liability for, and any and all taxes, deductions and/or

withholdings unless required by Applicable Law.

11.2 The fees (“Fees”) that We charge for Your use of FOREST are calculated as a percentage of the

purchase price paid by the Buyer for an Order.

11.3 You can find the Fee that applies to You from time to time in the Seller Centre.

11.4 We may change the Fees from time to time at Our sole discretion by providing written notice

(including via in-app message or email) to Merchants, in accordance with Clause 4.

11.5 The Fees charged by Us are exclusive of any applicable tax including but not limited to Valueadded Tax (“VAT”), goods and services taxes, consumption taxes, sales tax, use tax, turnover

tax or other indirect tax or its equivalent.

12. How Can You Authorize Other Users To Manage Your Account?

12.1 You may authorize one or more Platform users (each, an “Authorized User(s)”) to manage

Your Account for accessing or using FOREST in full or in part. The engagement of such

Authorized User(s) is solely between You and Your Authorized User(s), to which We are not

a party and shall have no liability.

12.2 You must ensure that any and all of Your Authorized User(s) are not minors (the definition is

subject to Applicable Laws) and have legal capacity to enter into a binding agreement with You

and to act on Your behalf.

12.3 Your Authorized User(s) is accessing or using FOREST on behalf of You. Any act or omission by

Your Authorized User(s) under Your Account shall be deemed as an act or omission of You. 

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12.4 You must procure that Your Authorized User(s) comply(ies) with these Merchant Terms. Any

breach by Your Authorized User(s) shall be deemed as a breach by You of these Merchant

Terms. You are fully responsible and liable for the access or use of FOREST by Your Authorized

User(s).

12.5 You shall notify Us immediately if You become aware of any breach or violation of these

Merchant Terms by any of Your Authorized User(s).

12.6 You may authorize, adjust the scope of authorization, terminate the authorization or otherwise

manage the authorization granted by You to Your Authorized User(s). We reserve the right to

suspend or terminate Your Authorized User's(s') access to Your Account and/or FOREST with or

without notice if We are aware of any breach or violation of these Merchant Terms or applicable

guidelines or policies by Your Authorization User(s) without liability to You or Your

Authorized User(s).

12.7 Any suspension or termination of Your Account will result in the suspension or termination of

access to Your Account by any and all of Your Authorized User(s).

13. Rules For Using FOREST

13.1 To use FOREST, You must agree to abide by these Merchant Terms as well as any relevant

policies or guidelines that govern Your use of FOREST from time to time (“FOREST Policies”).

FOREST Policies, Product Eligibility and Restricted and Prohibited Products

13.2 Any Product You promote or sell on FOREST must be legal and safe and meet Our Product

eligibility criteria.

13.3 You may not offer or sell any Product if it appears in the FOREST Prohibited Products Guidelines.

You must comply with any restrictions that apply to any restricted products.

Acceptable Uses

13.4 You may only use FOREST for the purposes of promoting and selling the Products that You have

the title and right to sell to Buyers. You may not use FOREST for any other purpose.

13.5 Without prejudice to the foregoing, You may not use FOREST or the Platform for any of the

following purposes or do any of the following acts:

Compliance with Applicable Law and third party rights and Buyer experience

(a) any act or omission which breaches any Applicable Law;

(b) any act which infringes the rights of any third party (including under Applicable Law);

Systems security and integrity

(c) distributing viruses or any other technology that are intended or may reasonably be

expected to harm the interests of Us, Our affiliates, Buyers, Merchants or other third

parties;

(d) using any bot, spider, scraper, data mining or extraction tools, or any other automated

means of access to the Platform or FOREST unless You have Our express written

permission to do so;

(e) undertaking any act which is intended or may reasonably be expected to interfere with

the normal running of FOREST or the Platform;

(f) circumventing any technical protection or security measure We apply to FOREST or the

Platform or any other of Our or Our affiliate’s systems; or

(g) any attempt to direct Buyers to non-authorized landing pages (including without

limitation invalid landing pages, landing pages asking Buyers to input personal

information to proceed and which cannot be skipped and landing pages automatically

downloading files to a Buyer’s computer).

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14. Infringing Products And Materials

14.1 We take the intellectual property rights of others very seriously. You may not:

(a) display, host, make available, offer or stock Products for sale under, exploit or

otherwise use any Merchant Materials on or in connection with FOREST which infringe

any third-party intellectual property right under Applicable Law (“Infringing

Materials”); or

(b) offer, promote or sell any Product onFOREST if it is counterfeit or otherwise infringes any

third party intellectual property right under Applicable Law (“Infringing Product”).

14.2 Offering to sell or otherwise dealing with an Infringing Product or Infringing Materials on the

Platform and/or onFOREST is a material breach of these Merchant Terms.

14.3 We have a process by which people can report alleged infringements of intellectual property

rights. You can find information about how Our reporting process works in the FOREST

Intellectual Property Policy.

14.4 Similarly, You may not use FOREST to infringe the intellectual property rights of Us or any of

Our affiliates.

15. Customs And Tax Policy

15.1 We are responsible for collecting and paying any and all taxes applicable to any sale, including

VAT or similar taxes, unless You are established in the United Kingdom and sell Products that

are located in the United Kingdom at the point of sale, or We inform You that You are

responsible for VAT, in which case You will be responsible for VAT chargeable on the sales.

15.2 Prices charged by You on FOREST must include all applicable VAT (and any other taxes), to

enable Us to pay the correct VAT and tax treatment of the Products. If any customs duties or

other additional charges apply in relation to Products (or their delivery), You must include such

duties and charges in the prices stated to Buyers on FOREST.

15.3 Upon request from Us, You shall provide information regarding the nature, value and location

of the Products sold on FOREST, and sufficient information as is necessary in accordance with

Applicable Law to determine the identity and location of the customer in order to enable Us to

determine the correct VAT and tax treatments of the Products.

15.4 If We are required by Applicable Law to collect any tax or duty from You, You agree to notify

Us of the amount of any such tax payable and the time limit for payment of such tax and pay

such amount to Us or for Us to retain such amounts from the sums remitted to You with respect

to sales on FOREST.

15.5 Any applicable tax, including but not limited to value-added tax, goods and services taxes,

consumption taxes, sales tax, use tax, turnover tax and other indirect tax or its equivalent, will

be charged by Us on top of the Fees and payable by You.

15.6 If any deduction or withholding tax is required by Applicable Law, You will notify Us and will

pay to Us any additional sums necessary to ensure that We receive the Fees agreed under these

Merchant Terms. You will also provide to Us any documentation reasonably required to

demonstrate the sums withheld and that they have been paid to the relevant taxing authority.

15.7 We will not act (and You will not designate Us) as declarant, importer or exporter of record, or

any equivalent role, in respect of Products imported or exported to or from any jurisdiction.

Subject to the laws and requirements of the jurisdiction of the Buyer and the jurisdiction from

which the Products are shipped, You shall (as appropriate): (i) act in the capacity of importer

and/or exporter Yourself; (ii) designate the Buyer to act as importer of the Products (and

empower the carrier to act on the Buyer’s behalf); or (iii) designate a willing and suitable

authorised third party to act in such capacity.

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16. Representation And Warranties

16.1 By accepting these Merchant Terms, You represent and warrant to Us that:

(a) all information provided by You to Us is accurate, complete and will be kept up to date;

(b) You will keep Your Account access details confidential and acknowledge that You are

responsible for access to Your Account which You authorise or which results from You

not keeping Your Account access details confidential and secure;

(c) any Product You Offer will be in-stock, safe, of satisfactory quality, fit for purpose,

correspond to the description You provide to Buyers and be free from defects;

(d) any Product You promote or sell may be lawfully marketed, sold and distributed

without restriction;

(e) You have the right to promote, sell or Offer any Product You promote, sell or Offer;

(f) any Product You promote or sell will be manufactured, supplied, delivered, packaged,

labelled, stored and handled in accordance with Applicable Law and all applicable

industry guidelines and standards;

(g) no Products You promote or sell were produced, manufactured, assembled or packaged

by forced, prison, or child labour;

(h) the Merchant Materials provided by You are accurate and complete, and comply with

Applicable Laws and applicable guidelines;

(i) You will comply with all FOREST Policies and all Applicable Laws;

(j) in respect of each Order, You will comply with the terms of the applicable Sales

Contract; and

(k) You will put in place and maintain, at all times, appropriate insurance to cover Your

potential liabilities to Us under these Merchant Terms and Buyers under all Sales

Contracts.

16.2 We represent and warrant to You and You represent to Us that each:

(a) is a business, duly registered and of good standing under the laws of the jurisdiction

where it is established;

(b) has the authority and rights to enter into these Merchant Terms and perform its

respective obligations under these Merchant Terms.

16.3 You represent and acknowledge that in executing these Merchant Terms, You do not rely, and

have not relied upon any representations or statements made by Us or Our agents,

representatives, or attorneys with regard to the subject matter, basis, or effect of these Merchant

Terms beyond the representations and statements expressly contained herein.

17. What Happens If You Breach These Merchant Terms Or The FOREST Policies?

17.1 If We know or reasonably suspect that You are in material breach of these Merchant Terms or

any of the FOREST Policies, We may take corrective measure(s), including without limitation:

(a) sending a formal warning message;

(b) delisting a Product;

(c) suspension of Your Product listing privileges;

(d) temporary or permanent suspension of Your seller benefits, Your enrolment in affiliate

programmes, or Your access to FOREST;

(e) deleting Your Account and permanently prohibiting Your access to the FOREST

marketplace;

(f) commencing legal action against You;

(g) reporting You to the relevant regulatory authorities for criminal prosecution;

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(h) withholding Fees otherwise due to You, or setting off amounts You owe Us, in order to

recoup any amounts that You owe Us or any Buyers.

18. Confidentiality

18.1 During the course of Your use of FOREST, You may receive or obtain access to information

relating to Us, to FOREST, its business and products, FOREST and the way it operates that is not in

the public domain (“Confidential Information”).

18.2 These Merchant Terms shall also be treated as Confidential Information.

18.3 You agree that You will not at any time: (i) use the Confidential Information for any purpose

other than as is necessary for You to perform Your obligations under these Merchant Terms;

and (ii) disclose the Confidential Information to any third party other than:

(a) to employees, subcontractors and advisers who need to have access to the Confidential

Information to enable You to perform Your obligations under these Merchant Terms;

or

(b) as may be required by Applicable Law or any governmental or regulatory authority.

18.4 You shall retain the Confidential Information for only as long as is necessary. You shall delete

the Confidential Information at the end of the Term or as soon as it is no longer required to

comply with Your obligations under these Merchant Terms or Applicable Law.

19. Disclaimers

19.1 FOREST is provided on an “as is” basis, and We disclaim any and all representations, conditions

and warranties, express or implied, including without limitation, merchantability, satisfactory

quality, fitness for a particular purpose or non-infringement, unless otherwise expressly set out

in these Merchant Terms.

19.2 We provide no warranty that FOREST or the Platform will always be available or error free.

19.3 We shall have no liability if any information (including without limitation Product prices, or

any other prices) shown on FOREST or the Platform is incorrect.

19.4 You expressly acknowledge that We have no special relationship with or fiduciary duty to You.

You acknowledge that We make no warranty regarding the results of Your use of FOREST; how

You may interpret or use FOREST; or what actions You may take as a result of having been

exposed to the Platform or the Buyer on FOREST.

19.5 In no event will We or Our affiliates be liable to You for any Merchant Materials being taken

down from the Platform.

19.6 You acknowledge that We do not grant You use of FOREST on an exclusive basis and that other

Merchants may offer and sell Products onFOREST.

20. Release

20.1 You release Us from all liability for You having acquired or not acquired any relationship with

Buyers and/or Developers through FOREST.

20.2 In the event that You have a dispute with a Buyer, a Developer or any third party, You agree to

release Us (including Our affiliates and each of Our and their respective officers, directors,

employees, agents, successors, representatives, shareholders, and suppliers) from claims,

demands and damages of every kind and nature, known and unknown, suspected and

unsuspected, disclosed and undisclosed, foreseeable or unforeseeable, arising out of or in any

way connected to such disputes with the Buyer, Developer or any third party. 

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21. Limitations Of Liability

21.1 Nothing in these Merchant Terms limits any liability which cannot legally be limited, restricted

or excluded.

21.2 We will not be liable to You for any of the following, whether in contract, tort (including

negligence), misrepresentation, restitution or otherwise:

(a) loss of profits or anticipated profits, revenues, business opportunities, goodwill, or

anticipated savings;

(b) data loss; or

(c) indirect, incidental, special, consequential or punitive damages; or

(d) any matter beyond Our reasonable control.

21.3 We are not liable for the acts, errors (including pricing errors), omissions, representations,

warranties, breaches or negligence of You, or for any personal injuries, death, property damage,

or other damage or expenses resulting therefrom, to the maximum extent permitted by

Applicable Law.

21.4 We are in no way responsible for the performance or non-performance of You for the

engagement with any Developer or any other third party You engage or work with or wish to

engage or work with, or for Your performance or non-performance under a Sales Contract.

21.5 Subject to the above paragraphs, Our maximum total aggregate liability under or in connection

with these Merchant Terms shall not exceed the total Fees You paid in accordance with Clause

11 in the six months prior to the relevant cause of action.

22. Indemnities

22.1 You agree to indemnify, defend and hold Us and Our affiliates and any of their employees,

directors or agents harmless from and against any claim that arises out of or relates to:

(a) a Product You promote and/or sell on FOREST including, without limitation, arising out

of or in connection with consumer statutory rights, product liability, product safety or

any other claim that may arise under Applicable Law;

(b) Infringing Materials, Infringing Products or any other actual or alleged infringement of

a third party's intellectual property rights in connection with a Merchant Materials

and/or Product You promote and/or sell on FOREST, Merchant Materials You provided,

or Your use of or activity on FOREST;

(c) any sales, use, value added, excise, business or other taxes or fees, levies, demands or

any customs or duties charges levied on any sale You make on FOREST or Your

procurement of services from Developers;

(d) Your engagement and procurement of services from Developers or their agents, or any

other third parties in relation to FOREST or the Platform;

(e) Your failure to comply with any Applicable Law that relates to data privacy and/or any

of Your obligations under Clauses 8.14 to 8.25 and/or any data privacy obligations

applicable to You pursuant to the Additional Jurisdiction-Specific Terms; and

(f) Your breach of any of the warranties or obligations given by You under Clauses 8

(Fulfilling Orders, Shipping and Complying with the Sales Contract), 13 (Rules for

Using FOREST), 14 (Infringing Products and Materials), 15 (Customs and Tax Policy)

and 16.1 (Representation and Warranties) and any Additional Jurisdiction-Specific

Terms.

22.2 These indemnities cover any liability or expense arising from claims, losses, damages,

settlements, judgments, fines, litigation costs, co-operation with regulatory authorities, and

legal fees.

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23. Term

These Merchant Terms come into force on the day You accept them. They will continue in

force until they are terminated by either You or Us in accordance with these Merchant Terms.

24. Restriction, Suspension And Termination

Our Rights To Restrict Or Suspend Your Account

24.1 We may remove a Product listing, suspend or restrict Your access to Your

Account immediately if:

(a) You are in breach of these Merchant Terms, including the FOREST Policies;

(b) We have reason to believe that Your Account has been used for any fraudulent or illegal

activity;

(c) Your use of FOREST or the Platform is at risk of harming Buyers, other Merchants or Us

(and/or their/Our legitimate interests); or

(d) You have received an unreasonable number of Buyer complaints.

24.2 Any suspension or restriction will remain in place until We have received from You

confirmation that You have remedied the breach(es) and/or provided evidence that the activity

or harm described is not or is no longer a threat.

Our Rights To Terminate

On Notice

24.3 We may terminate Your Account without cause by giving You not less than 30 days’ notice.

Without Notice

24.4 We may terminate Your Account immediately upon giving notice, if: (a) We are subject to a

legal or regulatory obligation which requires Us to terminate the provision of FOREST to You in

a manner which does not allow Us to provide the notice provided for in Clause 24.3; (b) We

exercise a right of termination under an imperative reason pursuant to national law; or (c) We

can demonstrate You are in breach (or have repeatedly been in breach) of these Merchant Terms.

Your Rights If We Restrict, Suspend Or Terminate Your Account

24.5 If We do restrict, suspend or terminate Your Account, You will have recourse to the dispute

resolution mechanisms set out in Clause 27 (Dispute Resolution) below.

Your Rights To Terminate

24.6 Subject to Clause 24.7, You may terminate Your use of FOREST by closing Your Account by

giving notice to Us by email.

24.7 You may close Your Account pursuant to Clause 24.6 provided the following conditions are

met:

(a) You have no Products listed on FOREST. This includes Product listings via video, or

livestream;

(b) You have no outstanding or incomplete Orders;

(c) more than 90 days have passed since Your last Order was completed; and

(d) Your FOREST account balance is zero, and there are no outstanding customer transactions,

payments or refunds due.

Our Rights To Terminate Your Sales Contract With Buyers

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24.8 FOREST may terminate Your Sales Contract with a Buyer and may, or upon FOREST’s request You

will cancel the order and require the return of any Products sent to the Buyer and You will

refund any amounts paid by the relevant Buyer if:

(a) the Buyer does not comply with their obligations under the Sales Contract;

(b) the Buyer does not make any payment when it is due;

(c) a Product is damaged before it is delivered to the Buyer;

(d) You fail to deliver or procure the delivery of the Product(s) within a specified period of

time;

(e) You have run out of or do not have sufficient inventory;

(f) the price listed was incorrect; or

(g) the Buyer does not, within a reasonable time of asking, provide You (or Us) with

information that is necessary for You (or Us) to provide the Products (for example your

delivery address),

or for any other valid reason. We have no liability to You or to the Buyer in the event of any

such termination.

25. Effects Of And Rights On Termination

25.1 On termination of Your Account, all related rights and obligations under these Merchant Terms

immediately terminate, except that You will remain responsible for performing all of Your

obligations to Buyers, Developers and any other third parties in connection with transactions

entered into before the effective date of the termination and for any liabilities that accrued

before or as a result of the termination.

25.2 The following Clauses of these Merchant Terms shall survive termination: 9 (FOREST Content

and Merchant Materials); 15 (Customs and Tax Policy); 18 (Confidentiality); 21 (Limitations

of Liability); 22 (Indemnities); 25 (Effects of and Rights on Termination); 26 (Miscellaneous

Terms); 27 (Dispute Resolution) and 28 (Governing Law and Jurisdiction).

26. Miscellaneous Terms

Changes To FOREST

26.1 Subject to Clause 4, We may make changes to FOREST or to the Platform from time to time

without giving prior notice to You (including withdrawing FOREST and the Platform from the

market (in whole or in part)).

26.2 If You do not like the change(s) notified to You or otherwise made, You are entitled to terminate

Your contractual relationship with Us by closing Your Account and ceasing to use FOREST, in

accordance with Clause 24.6 (Restriction, Suspension and Termination) above.

Feedback

26.3 If You provide Us with any oral and written reports, or any materials, information, ideas,

analyses, concepts, documents, communications, or know-how (collectively “Feedback”)

regarding FOREST or anything related to FOREST, You hereby irrevocably grant Us a worldwide,

sole, irrevocable, royalty-free and fully paid-up licence to use and exploit such Feedback in Our

sole discretion. 

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26.4 Feedback shall be deemed Our Confidential Information and We may use or exploit Feedback

without any accounting or payment to You or any third party.

Sanctions

26.5 You agree to comply with all applicable trade, economic, and financial sanctions, laws and

regulations (collectively, “Sanctions”), and agree not to cause Us to violate any of the

Sanctions. You represent that You are not: (1) operating, organized, or resident in a country or

territory that is the target of comprehensive Sanctions (presently, Cuba, Iran, North Korea,

Syria, and the Crimea region of Ukraine); (2) identified on a Sanctions-related list of any

applicable government authority, including (where applicable) those designated persons

maintained by the People's Republic of China, the United States, the European Union, the

United Kingdom, or the United Nations or OFAC's Specially Designated Nationals and

Blocked Persons List; or (3) owned or controlled by, or acting for or on behalf of, one or more

persons described in the above items (1) or (2). You shall procure that Your subsidiaries,

directors, officers, employees and affiliates comply with this Clause. Should We reasonably

determine that You are in violation of this Clause, or that We cannot perform Our obligations

under this Agreement due to Sanctions-related prohibitions, We may terminate this Agreement

effective immediately.

Relationship Between The Parties

26.6 You expressly acknowledge and agree that You, as a Merchant, are an independent organization

(as applicable). Nothing in these Merchant Terms shall create any partnership, joint venture,

agency, employee-employer, franchisor-franchisee, subcontracting or sales representative

relationship between You and Us or any of Our affiliates.

26.7 You may not enter into any agreement on Our behalf.

26.8 We do not make any representations or warranties of any kind with respect to You, Buyer, or

these Merchant Terms, nor shall We be deemed to endorse You or any Buyer even if We

provide services to You.

Entire Agreement

26.9 These Merchant Terms together with the FOREST Policies constitute the entire agreement

between You and Us and supersede and replace all previous agreements, promises, assurances,

warranties, representations and understandings between You and Us, whether written or oral,

relating to its subject matter.

26.10 You agree that You have not relied on and have no remedies in respect of any statement,

representation, assurance or warranty (whether made innocently or negligently) that is not set

out in these Merchant Terms. You agree that You shall have no claim for innocent or negligent

misrepresentation based on any statement in these Merchant Terms.

No Waiver

26.11 A failure or delay by Us in exercising any right or remedy provided under these Merchant

Terms or under Applicable Law shall not constitute a waiver of that or any other right or remedy,

nor shall it prevent 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 these Merchant Terms or under

Applicable Law shall prevent or restrict the further exercise by Us of that or any other right or

remedy.

Severance

26.12 In the event that any provision of these Merchant Terms shall be determined to be illegal or

unenforceable, that provision will be limited or eliminated to the minimum extent necessary so

that these Merchant Terms shall otherwise remain in full force and effect and enforceable.

Remedies

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26.13 Any breach of these Merchant Terms may cause irreparable harm to Us for which damages

may not be an adequate remedy, and therefore, We will be entitled to seek injunctive relief with

respect thereto in addition to any other remedies.

Third Party Rights

26.14 Unless it expressly states otherwise, these Merchant Terms do not give rise to any rights to any

third party to enforce any term of these Merchant Terms. Our rights to rescind or vary these

Merchant Terms are not subject to the consent of any other person.

Assignment

26.15 You are not permitted to transfer Your rights or sub-contract Your obligations or both under

these Merchant Terms to any third party without Our prior written consent. Any attempt to do

so shall be void. We may transfer these Merchant Terms, our rights or obligations to anyone

else provided that this does not significantly disadvantage you.

Third Party Services

26.16 We do not endorse the information contained on third party websites or services outside the

Platform, or guarantee their compliance with any Applicable Law, accuracy, reliability, quality,

or completeness. Since third party websites or services and the content thereon are outside of

Our control, if You choose to access any such website or services, You do so entirely at Your

own risk.

Notice

26.17 We may provide notices to You under these Merchant Terms to the email address provided by

You in Your Account.

26.18 You may provide notices to Us under these Merchant Terms by email.

Force Majeure

26.19 We will not be liable for any delay or failure to perform any of Our obligations under these

Merchant Terms for reasons, events or other matters beyond Our reasonable control.

Interpretation

26.20 Clause and paragraph headings are for convenience of reference only and shall not affect the

interpretation of these Merchant Terms.

26.21 A person includes a natural person, corporate or unincorporated body (whether or not having a

separate legal personality).

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

plural shall include the singular.

26.23 “Including”, “include”, “included” and analogous terms will be interpreted as if they had been

accompanied by the phrase “but not limited to”.

26.24 These Merchant Terms shall be binding on, and enure to the benefit of, the parties to these

Merchant Terms and their respective personal representatives, successors and permitted assigns,

and references to any party shall include that party’s successors and permitted assigns, and in

case of Merchant, its personal representatives.

26.25 A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time.

27. Dispute Resolution

Disputes Between You And A Buyer

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27.1 You are responsible for promptly and fairly resolving any dispute between You and a Buyer.

We may facilitate communications between Merchants and Buyers, but are not a party to any

such dispute and have no obligation to do so.

27.2 If a Buyer submits to Us any claim or dispute between You and the Buyer, We will ask You

and the Buyer to provide Us with any documents and information We reasonably requests in

order to allow Us to facilitate the resolution of disputes.

27.3 You undertake under these Merchant Terms to comply fully with any settlement or resolution

agreed with a Buyer pursuant to these Merchant Terms.

Disputes Between You And Us

27.4 Subject to any right You may have to raise a complaint under any internal complaints handling

procedure (as set out in the Additional Jurisdiction-Specific Terms below), in the event of a

dispute between You and Us, the dispute will be resolved pursuant to Clause 28 (Governing

Law and Jurisdiction).

28. Governing Law And Jurisdiction

28.1 These Merchant Terms and any dispute or claim (including non-contractual disputes or claims)

arising out of or in connection with it or their subject matter or formation shall be governed by

and construed in accordance with the laws of England and Wales.

28.2 We and You irrevocably agree 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 these Merchant Terms or their subject matter or formation.

29. Additional Jurisdiction-Specific Terms

29.1 The following terms apply in addition if Your usual residence is in the relevant jurisdiction.

Where applicable, Additional Jurisdiction-Specific Terms prevail to the extent of any

inconsistency with the rest of these Merchant Terms.

UK, France, Germany, Italy, Spain FOREST Provider

(a) You acknowledge that the relevant entity providing the Platform is Perceiver Limited, which is

registered in England with its registered office at 2 Temple Back East, Temple Quay, Bristol,

United Kingdom, BS1 6EG, and references to “We/Us/Our” in these Merchant Terms shall be

construed accordingly.

How Do Logistics Work?

(b) You are responsible for the fulfilment of and shipment of Products to Buyers. When shipping

Products to Buyers You must follow the steps below:

● You may only use approved logistics partners to ship Products to Buyers. A list of approved

logistics partners is available in the Seller Centre. For the avoidance of doubt, We will have no

commercial relationship with the logistics partner You choose to engage to ship Your Products.

You are solely responsible for all delivery costs and payments due to the logistics partner.

● You must comply with the requirements set out in the FOREST Customer Order Shipping

Guidelines, including requirements on packing and labelling Products.

● When you ship a Product, You must submit tracking information to us on the Seller Centre

"Tracking Content". We will then share this Tracking Content with our logistics tracking

partner to track the Order.

● You represent and warrant that: (i) You either are the sole and exclusive owner of the Tracking

Content or have all rights, licenses, consents and

releases necessary for use of the Tracking Content by Us and our tracking logistics partner; and 

18

(ii) neither the Tracking Content, the provision of any other tracking information to Us, Our

submission, uploading, publishing or otherwise making available of such Tracking Content,

nor our logistics tracking partner's use of such Tracking Content will infringe, misappropriate

or violate a third party’s intellectual property or proprietary rights, or rights of publicity or

privacy, or result in the violation of any applicable law or regulation.

● You further agree that:

○ You will not share or transmit any material or content that (i) is unlawful, offensive,

harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene,

pornographic, libellous, invasive of another‘s privacy, hateful racially, ethnically or

otherwise objectionable; (ii) You do not have a right to transmit under any law or under

contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to

any person; (iv) infringes any intellectual property or other proprietary rights of any

party; (v) constitutes unsolicited or unauthorized advertising, promotional materials,

commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid

schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) contains

malicious content, software viruses 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 (vii) is illegal, or intend to promote or

commit an illegal act of any kind; or (vii) in Our, or Our logistics tracking partner's

opinion, is objectionable or which restricts or inhibits any other person from using or

enjoying our logistic tracking partner's services, or which may expose Us, our logistics

tracking partner, or other parties to any harm or liability of any type, or disrepute;

○ You will not impersonate any person or entity, or falsely state or otherwise

misrepresent Your affiliation with a person or entity;

○ We, and Our logistics tracking partner, are under no obligation to store, retain, publish

or make available any Tracking Content and that You shall be responsible for creating

backups of any such Tracking Content if necessary; and

○ Under no circumstances shall We, or Our logistics tracking partner be liable in any way

for any Tracking Content, including, but not limited to, any errors or omissions in any

Tracking Content, or any loss or damage of any kind incurred in connection with the

use of or exposure to such Tracking Content made available via Our logistics tracking

partner's website or platform.

Receiving Payments For Purchases On FOREST

(c) Notwithstanding the other provisions of these Merchant Terms (including without limitation

Clause 5 (Functioning of FOREST) and Clause 11 (Fees)), and any other terms as set out in the

documents referred in these Merchant Terms, You acknowledge that We do not, under any

circumstances, provide any payment services to you, Developers or any other parties, including

without limitation:

(i) processing any payments or refunds for You;

(ii) accepting or processing payment from or to Buyers;

(iii) transferring payments to or from You;

(iv) providing any merchant acquisition or other payment processing services; or

(v) entering into possession of any funds generated from sales or refunds, at any

time (other than the Fees which we are entitled to),

(collectively, "Payment Services").

(d) All Payment Services will be provided to You by Stripe Payments UK Ltd. (FCA reference

900461) through its Connected Account service ("Connected Account"). Stripe is not connected

to Us and You will need to open an account with Stripe as a condition to using FOREST.

(e) As a condition of the Payment Services for FOREST being provided through Stripe, you agree to

provide Us with accurate and complete information about You on request, and you authorise Us

to share this and any transaction information related to your use of the payment processing 

19

services provided by Stripe. You expressly authorise Us to pass instructions to Stripe and to

share such information with Stripe regarding payments for Your Products as necessary to support

the Payment Services that Stripe provides to You, including without limitation:

● whether there are any refund requests, return requests or disputes raised by the Buyer

within 14 days from the date the order status on FOREST is changed to “delivered”, the

conclusion of any settlement agreement between Buyer and You as a result of refund

requests, return requests or disputes raised, and how monies will be processed in

accordance with such settlement agreement;

● any order, ruling, award or judgement from a competent court, arbitration tribunal or

authority which directs the release of monies;

● amounts to be deducted from payments from the Buyer which are due to Us or any

other affiliates or parties, including any platform fees and logistic service fees that are

due to Us;

● amount to be deducted from payments to be made to you if a Buyer successfully obtains

a refund after 14 calendar days from the change in order status to “delivered”;

● any other information in relation to the transactions between Buyer and You, including

sale, refund or cancellation, as determined by Us or otherwise in accordance with these

Merchant Terms as set out in this Agreement, the FOREST Policies or any other terms as

agreed between You and Us.

(f) You acknowledge and agree Stripe may decline to create a Connected Account or may limit the

functionality associated with Your Connected Account until you have provided Us with sufficient

information.

(g) Our Fees will be deducted directly from the funds transferred to you through the Connected

Account.

(h) You must use the Connected Account at all times in accordance with the Stripe Services

Agreement and any rules on restricted businesses which are provided by Stripe.

(i) If You do not enter into the Stripe Services Agreement with Stripe, We will not be able to provide

FOREST to You as we are unable to provide any Payment Services to You, which means that You

will not receive payments for Your Products sold on FOREST.

If You Are A Merchant Established In The UK Or The EU And Use FOREST To Sell Products To

Consumers Located In The UK Or EU The Following Provisions Shall Apply:

Ranking

(j) The main parameters we use when determining whether and how Your Products are offered to

Buyers (“Ranking”) are:

● Buyer activity on FOREST and how relevant this is to the Product: Such as clicking on product

listings or engaging with content.

● Buyer information: Information Buyers disclose in their account and how relevant this is to the

Product. For example, their age, gender, location, or interests they have disclosed to Us on their

user settings

● Product listing quality: We measure product listing quality by assessing relevant features of the

product listing, such as whether the images of the Products are of a low quality.

Changes

(k) Provided that the laws of your jurisdiction require prior notification (including the UK, France,

Germany, Italy and Spain):

(i) We will provide You with 15 days’ notice of any changes to these Merchant Terms; or

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(ii) where We deem that a longer period is required to allow for You to make technical or

commercial adaptations to comply with the changes, such longer period as we may

specify in the notice.

(l) Notwithstanding Clause 29.1(l)(ii), we may change these Merchant Terms at any time

immediately upon notice to You where:

(i) We are permitted to do so under the laws of the jurisdiction in which you are based;

(ii) the changes are editorial changes which do not alter the content or meaning of the Terms;

(iii) We are subject to any legal or regulatory obligation which requires Us to change the

Terms in a manner which does not allow Us to provide advance notice; or

(iv) We need to change the Terms to address an unforeseen and imminent danger related to

defending the Platform or FOREST, Buyers or Merchants from fraud, malware, spam, data

breaches or other cybersecurity risks.

(m) Any changes will not have retrospective effect.

(n) If You do not agree to the change(s) notified to You pursuant to Clause 29.1(l)(ii), You are

entitled to terminate Your contractual relationship with Us at any time within 15 days of receiving

the notice of the change(s) subject to Clause 24.7. Where we provide you with 15 days’ notice

pursuant to Clause (l)(ii), if you list any new Products during the 15 day period, you will be

deemed to have waived your right to terminate under this Clause.

(o) If You are exercising Your right to terminate Your contractual relationship with Us as a result of

changes to these Merchant Terms as described in Clause (o) (Changes to these Merchant Terms),

and You do not meet the conditions for shop closure set out in Clause 24.7, upon receipt of notice

from You, we will immediately suspend Your Account and deactivate the promotion and sale of

Your Products, however your Account will not be closed until the conditions set out in Clause

24.7 are satisfied.

Statements Of Reasons For Restrictions, Suspensions And Terminations

(p) If We restrict or suspend Your promotion or sale of particular Products or terminate Your

Account, We will provide a statement of reasons at the time notice is given. No statement of

reasons will be given where We:

● are subject to a legal or regulatory obligation not to provide the specific facts or circumstances

or the reference to the applicable ground or grounds; or

● where notice to terminate is given and We can demonstrate that You have repeatedly infringed

these Merchant Terms.

(q) If We have provided You with a statement of reasons, You will have the opportunity to clarify

the facts and circumstances within the framework of Our internal complaint-handling process set

out below.

Complaint Handling Procedure

(r) If You have a complaint about FOREST, Your access to or use of FOREST, these Merchant Terms or

any alleged act of Us, You can lodge a complaint via Our internal complaint handling system by

sending an email, or by sending a message via our in-app customer service tool. You can also

request information about the functioning and effectiveness of our internal complaint handling

system by sending an email, or by sending a message via our in-app customer service tool.

(s) We are willing to enter into mediation (whether You are not satisfied with the outcome of our

internal complaint handling system or otherwise). For these purposes, We are willing to engage

CEDR as mediators, but We and You may agree to use alternative mediators. We are not obliged

to engage in mediation where: (a) You seek to re-mediate an issue in respect of which a mediator

has previously held that You have not acted in good faith; or (b) You have made repeated

unsuccessful mediation attempts. We will bear the cost of a reasonable proportion of the total

costs of any mediation. 

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29.2 China

(a) If You are a Merchant based in China, and use FOREST to sell Products to Buyers in the UK, the

following provisions apply:

FOREST Provider

(b) You acknowledge that the relevant entity providing the Platform is Perceiver Limited, which is

registered in England with its registered office at 2 Temple Back East, Temple Quay, Bristol,

United Kingdom, BS1 6EG and references to “We/Us/Our” in these Merchant Terms shall be

construed accordingly.

Registration

(c) Merchants based in China will need to create a specific FOREST Cross Border Merchants Account

(“XBorder Account”). For more details on the registration process for Merchants based in China,

please see FOREST Cross-Border Seller Registration Guidelines. Note that XBorder Accounts will

not have access to the Platform, but will have access to Seller Centre and other ancillary

functionality necessary to sell Products to Buyers in the UK. Note that, for Merchants based in

China, references to “Account” throughout these Merchant Terms, should be understood as

references to the XBorder Account.

Changes To Terms

(d) We may make changes to these Merchant Terms on written notice to You, such changes taking

effect on the date specified in the notice to You.

How Do Logistics Work?

(e) You are required to use the logistics services provided by Us to deliver all Products from You to

Buyers to fulfil orders placed by Buyers on FOREST in the UK. Further details are set out in FOREST

Logistics Terms. You must comply with the FOREST Logistics Terms.

(f) If the FOREST Logistics Terms between You and Us are terminated for any reason, these Merchant

Terms between You and Us will automatically terminate, and You will no longer be permitted to

act as a Merchant on FOREST.

(g) If Your Account, or these Merchant Terms are terminated for any reason, the FOREST Logistics

Terms between You and Us will automatically terminate.

Personal Data Transfers

(h) Where there is a transfer of Personal Data subject to EU Regulation 2016/679 ("GDPR") by Us

to You outside the EEA, and such transfer is not governed by an "adequacy decision", is otherwise

"subject to appropriate safeguards" or if a "derogation for specific situations" applies, each within

the meanings given to them in Articles 45, 46 and 49 of the GDPR respectively (an "ex-EEA

Transfer"), the ex-EEA Transfer shall be governed by the the standard contractual clauses

approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021,

for transfers of personal data in countries not otherwise recognised as offering an adequate level

of protection for personal data by the European Commission (as amended and updated from time

to time (the “SCCs”) which are hereby incorporated into these Merchant Terms and executed by

the parties with the following amendments (with references in this paragraph 1.6 to Clauses being

to Clauses of the SCCs) with You as the 'Data Importer' and us as the 'Data Exporter':).

(i) All footnotes and explanatory notes in the SCCs are deleted;

(ii) As the ex-EEA Transfer is a controller to controller transfer, only the

provisions relating to Module 1 apply to such ex-EEA Transfer, and the

provisions relating only to Modules 2, 3 and 4 are deleted and shall not apply

to such ex-EEA Transfer;

(iii) Clause 7 shall be included and the references to it being "optional" in the

Clauses shall be deleted;

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(iv) The "OPTION" in Clause 11(a) shall not apply and the wording in square

brackets in that Clause shall be deleted;

(v) In respect of Clause 13(a) (supervision), the following wording shall apply:

"The Irish supervisory authority shall act as competent supervisory authority".

(vi) In respect of Clause 17 (governing law), Irish law shall apply;

(vii) In respect of Clause 18 (choice of forum and jurisdiction), the relevant courts

shall be the courts of those of Ireland.

(viii) Annex I of the SCCs shall be completed with the information set out in

Appendix I of these Merchant Terms.

(ix) Annex II of the SCCs shall be completed with the information set out in

Appendix 2 of these Merchant Terms.

(i) Where there is a transfer of Personal Data by Us subject to GDPR as it forms part of the law of

England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union

(Withdrawal) Act 2018 (“UK GDPR”) to You outside the UK, (an "ex-UK Transfer"), and such

transfer is not governed by an adequacy decision made by the Secretary of State in accordance

with the relevant provisions of the UK GDPR and the DPA, then, subject to the remaining

provisions of this clause, the SCC shall apply to such ex-UK Transfer in the same way as set out

in paragraph 29.2(h) for ex-EEA Transfers, save that the following amendments shall to the

application of the SCCs for these purposes shall apply (with references in this paragraph to

Clauses being to Clauses of the SCCs):

(i) the SCCs shall be read and interpreted in the light of the provisions of the UK

GDPR and the DPA, and so that they fulfil the intention for them to provide

appropriate safeguards as required by Article 46 of UK GDPR;

(ii) the SCCs shall not be interpreted in a way that conflicts with rights and

obligations provided for in the UK GDPR and the DPA;

(iii) the SCCs are deemed to be amended to the extent necessary so they operate:

(A) for ex-UK Transfers made, to the extent that the UK GDPR and the

DPA apply to our processing when making that ex-UK Transfer; and

(B) to provide appropriate safeguards for the ex-UK Transfer in

accordance with Articles 46 of the UK GDPR Laws; and

(iv) without prejudice to the generality of clauses 29.2(i)(iii), the SCCs are

amended as follows:

(A) Clause 6 Description of the transfer(s) is replaced with:

“The details of the transfers(s) and in particular the categories of

personal data that are transferred and the purpose(s) for which they are

transferred) are those specified in Annex I.B where UK Privacy Laws

apply to the data exporter’s processing when making that transfer.”

(B) References to “Regulation (EU) 2016/679” or “that Regulation” are

replaced by “UK GDPR and DPA” and references to specific Article(s)

of “Regulation (EU) 2016/679” are replaced with the equivalent

Article or Section of UK GDPR and DPA;

(C) References to Regulation (EU) 2018/1725 are removed;

(D) References to the “Union”, “EU” and “EU Member State” are all

replaced with the “UK”;

(E) Clause 13(a) and Part C of Annex II are not used; the “competent

supervisory authority” is the ICO;

(F) Clause 17 is replaced to state “These Clauses are governed by the laws

of England and Wales”.

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(G) Clause 18 is replaced to state:

“Any dispute arising from these Clauses shall be resolved by the courts

of England and Wales. A data subject may also bring legal proceedings

against the data exporter and/or data importer before the courts of any

country in the UK. The Parties agree to submit themselves to the

jurisdiction of such courts.”

(j) In addition, the following provisions apply

1. If Our compliance with data protection legislation requirements relating to international

transfers of personal data is affected by circumstances outside of Our control, including if the

SCCs or any other legal instrument for international transfers of personal data is invalidated,

amended or replaced, then We will work together in good faith to reasonably resolve such noncompliance.

2. Subject to paragraph 4, if You become aware that any law enforcement, regulatory, judicial or

governmental authority (an "Authority") wishes to obtain access to or a copy of some or all of

the personal data, whether on a voluntary or a mandatory basis, then You shall: (i) immediately

notify Us of such Authority's request; (ii) if You are a Processor of the personal data, inform

the Authority of this and that We have not authorised You to disclose that personal data to the

Authority; (iii) inform the Authority that such requests should be made to Us (as the original

Controller) in writing; and (iv) not provide the Authority with such personal data unless and

until authorised by Us.

3. In the event You are legally prohibited from complying with paragraph 3, You shall use

reasonable efforts to challenge such prohibition.

4. If You make a disclosure of personal data to an Authority (whether with Our authorisation or

due to a mandatory legal compulsion) it shall do so only to the extent legally required.

5. Paragraphs 3 and 4 shall not apply in the event that You have a reasonable and good-faith belief

that urgent access is necessary to prevent an imminent risk of serious harm to any individual.

In such event, You shall notify Us as soon as possible following such Authority's access and

provide Us with full details of the same, unless and to the extent legally prohibited from doing

so.

6. You shall not knowingly disclose personal data in a massive, disproportionate and

indiscriminate manner that goes beyond what is necessary in a democratic society.

If there is any conflict or ambiguity between these Merchant Terms and SCCs, the provisions contained

in the SCCs shall have priority (but only to the extent and in respect of the transfer, and not in respect

of any other processing activity).

Receiving Payments For Purchases On FOREST

(k) Notwithstanding the other provisions of these Merchant Terms (including without limitation

Clause 5 (Functioning of FOREST), Clause 18.3 and Clause 11 (Fees)), and any other terms as set

out in the documents referred in these Merchant Terms, You acknowledge that We are not Your

collection agent, and We do not under any circumstances, provide any payment services to You

or any other parties including without limitation:

(i) processing any payments or refunds for You;

(ii) accepting or processing payments from or to Buyers;

(iii) transferring payments to or from You;

(iv) providing any merchant acquisition or other payment processing services; or

(v) entering into possession of any funds generated from sales or refunds, at any

time (other than the Fees which We are entitled to),

(collectively, “Payment Services”)

(l) The Payment Services will be provided to You by Our affiliate, PIPO (HK) Limited (“PIPO”) in

its own capacity or through its other affiliates (other than Us) or other partners engaged by it.

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(m) As a condition to using FOREST, You are required to enter into a merchant payment service

agreement (“Merchant Payment Service Agreement”) with PIPO, which will stipulate the

terms and conditions of the Payment Services that PIPO may agree to provide to You. If You do

not enter into the Merchant Payment Service Agreement with PIPO, We will not be able to

provide FOREST to You, because We are unable to provide any Payment Services to You, which

means that You will not receive payments for Your Products sold to Buyers in the UK on FOREST.

(n) For the avoidance of doubt, You acknowledge and agree that while We may provide instructions

on Your behalf to PIPO to facilitate or support the Payment Services that PIPO provides to You

in accordance with the terms of the power of attorney as set out below, any Payment Services

that PIPO provides to You will be provided by PIPO in its own capacity (including through its

other affiliates or partners), and We are not acting as an agent or delegate of PIPO with respect

to such Payment Services. We will not be liable to You for any losses suffered as a result of any

breach or default by PIPO under the Merchant Payment Service Agreement, or any other

agreement that You enter into with PIPO with respect to the Payment Services or otherwise.

Power Of Attorney

(o) You acknowledge that as the provider of FOREST, We will have information on transactions

(including orders, conclusion of sales, payments and refunds to be made between Buyer and You).

As such, it will be more efficient and expedient for Us to provide instructions to PIPO on Your

behalf, to facilitate and support the Payment Services that PIPO provides to You.

(p) In this regard, You appoint Us as Your attorney and authorise Us to provide information and

instructions to PIPO on Your behalf, so that PIPO may carry out the Payment Services for You.

Without limitation, You authorise Us to notify PIPO of the following events:

● whether there are any refund requests, return requests or disputes raised by the Buyer within 14

days from the date the order status on FOREST is changed to “delivered”, the conclusion of any

settlement agreement between Buyer and You as a result of refund requests, return requests or

disputes raised, and how monies will be processed in accordance with such settlement

agreement;

● any order, ruling, award or judgement from a competent court, arbitration tribunal or authority

which directs the release or monies;

● amount to be deducted from payments to be made to You if a Buyer successfully obtains a

refund after 14 calendar days from the change in order status “delivered”; and

● any other information in relation to the transactions between Buyer and You, including sale,

refund or cancellation, as determined by Us or otherwise in accordance with the terms as set

out in this Agreement, the FOREST Policies or any other terms as agreed between You and Us.

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Appendix 1

A. LIST OF PARTIES

Data exporter(s): Perceiver Limited, which is registered in England with its registered office at 2

Temple Back East, Temple Quay, Bristol, United Kingdom, BS1 6EG

Data importer(s): The Merchant entity entering into the Merchant Terms

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Buyers and Merchants (as defined in the Merchant Terms)

Categories of personal data transferred

Information required to allow the Buyer to complete their purchase and arrange delivery of their

products (name, email, address, payment details)

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into

consideration the nature of the data and the risks involved, such as for instance strict purpose limitation,

access restrictions (including access only for staff having followed specialised training), keeping a

record of access to the data, restrictions for onward transfers or additional security measures.

None

The frequency of the transfer (e.g. whether the data is transferred on a one-off or conFORESTus basis).

Continual

Nature of the processing

Logistics and payment

Purpose(s) of the data transfer and further processing

To allow Buyers to purchase Products (as set out in the Merchant Terms) and to allow the Merchant to

complete such purchase and arrange for the delivery of any Products to the Buyer and other ancillary

purposes connected to the sale of Products on the app or website.

The period for which the personal data will be retained, or, if that is not possible, the criteria used

to determine that period

For the duration of the Merchant Terms

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

……………………..

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Ireland.

________

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Appendix 2

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND

ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

These Minimum Security Measures may be changed from time to time by Perceiver Pte (acting reasonably)

providing Merchant with a replacement. They are to be implemented by Merchant in relation to any Personal Data

transferred under this Merchant Terms. Merchant will document, implement and maintain an information security

program that meets the standards of best industry practice to protect such Personal Data, which will include:

I. System Entry Control

Establishing, maintaining, monitoring, and using appropriate technical, physical, administrative, and

organisational safeguards consistent with the highest industry standards to secure against a Security Incident

including, at a minimum:

(a) Secure user authentication protocols and system access control;

(b) Use of mature and appropriate physical security, current malware, antivirus, and security

software that includes e-mail filtering and malware detection;

(c) Use of proper network protection measures;

(d) During idle times, company-issued equipment (e.g., company-issued laptops) are automatically

locked;

(e) Encourage use of complex passwords;

(f) Concept of least privilege, allowing only the necessary access for users to accomplish their job

function. Access above requires appropriate authorisation;

(g) IT access privileges are reviewed regularly by appropriate personnel;

(h) Network monitoring services in place 24 x 7 x 365 to detect unauthorised activities;

(i) Vulnerability scanning and remediation in place;

(j) Penetration testing as appropriate;

(k) Encryption protocols applied as necessary under various circumstances.

II. Physical Access Controls

Merchant shall take, among others, the appropriate security measures in order to establish the identity of the

authorised persons and prevent unauthorised access to Merchant's premises and facilities in which the data are

processed.

III. Data Access Control

Merchant shall take technical and organisational measures in order to prevent unauthorised activities in the data

processing systems outside the scope of any granted authorisations including, at a minimum:

(a) User and administrator access to the network a role-based access rights model. Authorization

model grants access rights to data only on a “need to know” basis;

(b) Administration of user rights through system administrators;

(c) Number of administrators is reduced to the absolute minimum;

(d) Perform internal audits as required to assess high risk processes, technologies, and people;

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(e) Prohibit each employee from disclosing the Personal Data to any unauthorised third party or

using the Personal Data in an unauthorised manner.

(f) Where encryption of data is used, proper key lifecycle management practices are in place.

IV. Data Transfer Control

Merchant shall take technical and organisational measures in order to ensure that Personal Data cannot be read,

copied, altered, or removed by unauthorised persons under their electronic transmission or during their transport

or recording on data carriers and to guarantee that it is possible to examine and establish where Personal Data are

or have been transmitted by data transmission equipment including, at a minimum:

(a) Remote access (including during remote maintenance or service procedures) to the IT systems

are to be via VPN tunnels, where appropriate, or other secure, encrypted connections;

(b) Encryption protocols applied as necessary under various circumstances;

(c) Data storage devices and paper documents are locked away when not in use (e.g., clean desk

policy);

(d) Appropriate destruction and disposal of documents;

(e) Physical destruction processes in place to industry standards;

(f) Secure communication session established via TLS or similar protocols across core

applications/services;

(g) Encrypted certificates utilised for authentication between core web client and core web server.

V. Input Control

Merchant shall take appropriate technical and organisational measures in order to ensure that it is subsequently

possible to verify and establish via log files whether and by whom Personal Data have been entered into data

processing systems, altered, or removed.

VI. Framework Control

Merchant shall take technical and organisational measures in order to ensure that any Personal Data transferred

under this DSA can only be Processed for the purposes specified in the DSA including, at a minimum:

(a) Clear and binding internal policies contain formalised instructions for data processing

procedures;

(b) Clearly articulated contractual protections in place as appropriate in underlying contracts;

(c) Regular staff training on the proper use of the computer security system, the security backup and

disaster recovery procedures, and the importance of security to ensure compliance with

contractual arrangements and maintain awareness regarding data protection requirements;

(d) Secure destruction processes in place to industry standards;

(e) Periodic access reviews that monitor employee access controls;

(f) Merchant's corporate network is separated from its user services network by means of complex

segregation devices.

VII. Availability Control

Merchant shall take technical and organisational measures in order to protect the data from accidental destruction

or loss including, at a minimum:

(a) Appliances for the monitoring of temperature and humidity in data centers;

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(b) Fire/smoke detectors and fire extinguishers or fire suppression system in data centers;

(c) Use of mature and appropriate anti-virus software that includes e-mail filtering and malware

detection;

(d) Data recovery measures and emergency plan in place and regularly tested;

(e) Implementation of mature and appropriate backup methods including physical separation of the

backup data and storage of data stored in a redundant archive;

(f) Use a combination of full, differential, and cumulative backups to ensure data integrity and

timely restoration for core data, as appropriate;

(g) To ensure an uninterrupted supply of power to the system, redundant power supply units are

built into the systems wherever possible;

(h) Integrity of stored data regularly verified using checksums;

(i) Processes in place to move data traffic away from affected area to uncompromised area in case

of failure;

(j) Preventative maintenance is performed to ensure continued operability of equipment.

(k) Appropriate Denial of Service and Distributed Denial of Service technolog in place to defend

against network and systems based resource starvation attacks