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
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
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
Onboarding Information become out of date in any way, You must notify Us as soon as
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
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
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.
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).
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.
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
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
8.17 FORESTData will include data that falls within the definition of “personal data” (as defined in
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
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
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
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:
(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
9. FOREST Content And Merchant Materials
9.1 You acknowledge that FOREST and any and all elements thereof shall be deemed as FOREST
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
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
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
Engagement Is Between You And Developer
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
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.
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
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
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
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.
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
(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).
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
(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
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.
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
(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
(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
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
(f) commencing legal action against You;
(g) reporting You to the relevant regulatory authorities for criminal prosecution;
(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.
18.1 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;
(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.
19.1 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.
20.1 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.
21. Limitations Of Liability
21.1 Nothing in these Merchant Terms limits any liability which cannot legally be limited, restricted
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
(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
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.
22.1 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
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
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
(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
24.3 We may terminate Your Account without cause by giving You not less than 30 days’ 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
(a) You have no Products listed on FOREST. This includes Product listings via video, or
(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
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
(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
or for any other valid reason. We have no liability to You or to the Buyer in the event of any
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.
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
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.
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
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.
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.
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
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.
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.
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
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.
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.
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
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
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
(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
(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
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
(g) Our Fees will be deducted directly from the funds transferred to you through the Connected
(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:
(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
● 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.
(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
(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
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.
(a) If You are a Merchant based in China, and use FOREST to sell Products to Buyers in the UK, the
following provisions apply:
(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
(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;
(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”.
(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
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.
(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
● 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.
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.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or conFORESTus basis).
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
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
(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
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;
(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
(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
(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
(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
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;
(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
(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
(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