1. Overview

Thank you for your interest in becoming a Retailer on the Sparkinity wholesale online marketplace, accessible through its sites (collectively, the “ Site ”) and mobile applications (collectively, the “ Application ”) (together, the “ Services ”). Throughout these Retailer Terms of Service (“ Retailer Terms ”), the terms “ Sparkinity ,” “ us ,” and/or “ we ” refer to Sparkinity Limited a company incorporated and registered in England and Wales under company number 10958055, whose registered office address is 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, support@sparkinity.com. The terms “ you ” and/or “ your ” refer to you as a user of the Services as a Retailer. These Retailer Terms, along with Sparkinity’s Terms of Service (the “ General Terms ”) and Privacy Policy, govern your purchase of goods as a Retailer through the Services. These Retailer Terms reference and link to various Sparkinity policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Retailer Terms. By confirming the Retailer Terms when registering, you acknowledge and agree to the set forth below. Capitalised terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Retailer Terms, the word “include” or “including” means “including, but not limited to”.

IF YOU BECOME A SUBSCRIBER TO ONE OF OUR PAID MEMBERSHIPS AND PAY BY CREDIT CARD, YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW PURSUANT TO THE TERMS SET FORTH BELOW.

2. Key Definitions

a “ Brand means a person or entity that markets and sells Products through the Services.

b “ Retailer ” means a person or entity that purchases Products through the Services.

c “ Successful Delivery ” means the delivery of all ordered items from the Brand to the Retailer's designated delivery address and the confirmation of delivery from the shipping provider.

3. Account Registration – Retail Account

User Account. To purchase goods through the Services as a Retailer, you must register, create a retailer account and be approved by Sparkinity for an account (“User Account”), as further set forth in the General Terms. Sparkinity will use good faith efforts to review your application to become a Retailer as soon as possible. We reserve the right to deactivate your account if we find that you are in breach of these Retailer Terms, including in the event that you are selling products in non-Sparkinity approved locations or on other platforms other than Sparkinity (as further set forth in these Retailer Terms). You acknowledge that Sparkinity is not obligated to accept you as a Retailer. You hereby release Sparkinity from any liability regarding the acceptance process.
Qualifications. To qualify for a User Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (licensed spaces may also qualify at our discretion). You must also have where the jurisdiction requires, and upon request provide proof of, a valid reseller’s permit or ID (or your region’s equivalent documentation). You may also be asked to provide your company registration number, or regional equivalent.

4. Product and Content Compliance

You acknowledge and agree that Sparkinity is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by Sparkinity’s Product Guidelines and/or are not prohibited under Sparkinity’s Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labelling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Brand’s jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Brands and their products. You hereby release Sparkinity from any liability with respect thereto, and agree to indemnify, defend and hold Sparkinity harmless for any claims as set forth in the Indemnification section below.

5. Orders

a Prohibition on Fulfilment Using Third Party Websites. You agree to not fulfil orders on third party websites unless they are approved by Sparkinity. Prohibited sites include Amazon, eBay, and Etsy.

b Order Minimums. Brands may specify a minimum UK Pounds, or regional equivalent, amount a Retailer must spend before a Brand is willing to sell to a Retailer (an “Order Minimum”). This amount is set by each Brand and may vary between Brands. Brands have the option to set a different Order Minimum for sale and free return orders and any reorders you place with them.

c Right to Refuse. You acknowledge and agree that Brands may refuse to complete your purchase and Sparkinity may cancel a purchase for any reason.

d Inventory. Sparkinity will encourage Brands to have sufficient inventory to sell goods to Retailers. However, you acknowledge and agree that Sparkinity does not guarantee a Brand's inventory or that there will be enough product to sell to you.

e Testers and Samples. Brands may sell testers. You may add only one tester per product SKU to any full order. Samples are currently not made available by a Brand. Please note that in the event you purchase testers, they are non-returnable and non-refundable.

f No Circumvention. You acknowledge and agree that you will place all orders for a Brand's product through the Services for any Brand that you are first introduced to through the Services. You acknowledge and agree that you will not influence Brands, or otherwise circumvent Sparkinity’s process or the Services, by transacting orders with Brands you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your User Account and your ability to purchase products on Sparkinity in the future.

g Sparkinity Protection. Where offered and available, Sparkinity Protection is a program in which Brands, at their option, offer Retailers 90 days of postal code exclusivity protection for orders placed with that Brand on the Services. That means that the first Retailer to order from the Brand in a specific postal code will have 90 days of exclusivity with that Brand for the postal code where the Retailer is located. No other Retailers in that postal code will be allowed to purchase products from that Brand during the 90-day exclusivity period from Sparkinity. If the Retailer does not re-order from the Brand after the 90-day exclusivity period ends, then Sparkinity Protection ends for that Retailer, and another Retailer in that same postal code will be able to place an order and trigger Sparkinity Protection for 90 days. Sparkinity Protection is only available for orders placed on the Services. Sparkinity cannot guarantee the exclusivity of postal codes beyond purchases placed on the Services and shall not be held responsible in such circumstances.

h Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive any product that you order through the Services. Sparkinity does not offer drop shipping to customers of Retailers. Retailers are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise.

j Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including VAT and sales taxes, as well as any other payments or filings required under applicable law. You hereby release Sparkinity with respect thereto, and agree to indemnify, defend and hold Sparkinity harmless against any and all such (withholding or other) taxes, contributions, penalties and/or interest. All our fees are exclusive of VAT unless otherwise indicated. Dutch VAT will be levied at the standard rate on fees to Dutch based Retailers and EU based Retailers that do not present a valid VAT identification number. If no Dutch VAT is due on our services, VAT, GST or sales tax may be due in your jurisdiction via a reverse charge mechanism. You are solely responsible for correctly reporting and paying any such taxes via such reverse charge mechanism.

6. Payment

a Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card but excluding pre-paid cards) with your User Account. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a User Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorise any Brand, Sparkinity, any of their respective affiliates and any payment processor for any of them to charge the payment method with any payment due from you using the information you have supplied to Sparkinity, and/or (where applicable) to credit that payment method and/or to make any adjustments if necessary. Sparkinity reserves the right to correct any errors in pricing. We will ensure that your default payment method on file in your User Account is charged for amounts due from you. If this fails, any other payment method you have included in your User Account may be charged.

b Payment Processors. Third-party service providers may be used for payment card acquiring, fraud alerts, payment processing and the disbursement of funds to Brands from which you make purchases. You acknowledge and agree that Sparkinity may share information about you with such payment processors in order to complete any transaction.

c Conclusion of Order Contracts. In relation to the conclusion through the Sparkinity platform of any contract for the purchase of goods by you from a Brand (a “Contract”), Sparkinity acts as agent for the Brand and is appointed and authorised by the Brand to conclude Contracts on the Brand’s behalf. Accordingly, where payment of any amount payable by you to a Brand in respect of any Contract is made to Sparkinity, this shall discharge your obligation to the Brand to the extent of the amount so paid. Sparkinity does not act as agent for you in relation to the negotiation or conclusion of, or any payment made under, any Contract.

d Payment timings. In respect of payments by you to Brands in respect of Contracts, Sparkinity is granted a discretion by the Brands to determine which of four payment timings shall be available to you by the Brands in respect of the purchase price under such Contracts (the “Purchase Price”), these being:

f Availability of 30, 60 or 90 Days Terms. In determining on behalf of the Brands whether to make 30 60 or 90 Day Terms payment timings available to you in respect of any Contract, Sparkinity will consider your credit standing and the aggregate amount outstanding from you in respect of all other Contracts under which payment has not yet been made in full (the “ Outstanding Credit Amount ”). Sparkinity may in its discretion set a credit limit (the “ Credit Limit ”) which shall apply to all your Contracts such that if the extension of 30, 60 or 90 Days Terms to any new Contract will cause the Outstanding Credit Amount to exceed such Credit Limit, Payment on Pro Forma Terms shall be applied to that Contract. However, you shall have the option to avoid this consequence by logging onto your User Account and paying down amounts outstanding under other Contracts to reduce the Outstanding Credit Amount by the requisite amount. Sparkinity reserves the right to change any Credit Limit from time to time in its entire discretion and you may request an increase to your Credit Limit through your User Account. Sparkinity may also apply a maximum Contract purchase price size for Contracts to which 30, 60 or 90 Day Terms may be applied. You agree that you will not create multiple accounts in an attempt to circumvent spending limits.

g Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make payment when due of any part of the Outstanding Credit Amount or any other amount owing under these Terms, Sparkinity may:

Sparkinity reserves the right in these circumstances, acting on behalf of the relevant creditor, to turn over the collection of any amount due from you to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt.

h Indemnity to Sparkinity. You acknowledge that, if you fail to make payment when due of any part of the Outstanding Credit Amount or other amount owing under these Terms, Sparkinity may, as a matter of good platform management, make payment of the amount due to the relevant creditor (the “Discharged Creditor”). You acknowledge and agree that to the extent that Sparkinity does this, you shall be liable to Sparkinity in the same amount and to the same extent as you were liable to the Discharged Creditor and you shall indemnify Sparkinity against any costs, detriment, damage or losses which it suffers as a consequence of your non-payment of any part of the Outstanding Credit Amount or other amount owing under these Terms when due.

7. Sale or Free Return

On qualifying orders with eligible Brands and products you have 60 days from the date the order is placed in which to return items that have not been sold or you do not want to keep. You are not obliged to return items. You have the same number of days to pay the invoice. The return shipping cost will be paid by Sparkinity. Returned items must be unused, in resalable condition and in the original packaging. Underwear, swimwear, creams, beauty products and incomplete packaging cannot be returned once opened. You are obliged to make payment of the Purchase Price for all items that have not been returned by the day falling 60 days after the date the order is placed. If you have already made payment then you will be refunded for the items that have been returned and verified. Items are to be returned to Sparkinity and not the Brand. This does not affect your statutory rights in connection with faulty items.

8. Shipping Costs and Lead Times

b Shipping Costs Unless Sparkinity has authorised free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight or size of the package and where the package is being shipped from.

b Lead Times. You acknowledge that lead times vary on how long it takes for a Brand to ship a product. Average lead times are displayed on the Brand's page and/or when the product is in your cart. If any order takes longer than 2 weeks to ship, your invoice due date and return window (if applicable) are automatically extended by 2 weeks. Once the Brand accepts the order, the expected shipment date will be updated in your User Account. You will receive a notice once the product has shipped, giving you a tracking number and letting you know the cost of shipping. This information is also available in your User Account.

9. Returns, Refunds, Cancellations

b Returns. Sparkinity offers free returns on Sale or Free Return orders placed with qualifying Brands. From the date the order is placed, you have 60 days to return the product as well as pay the invoice (“Return Eligibility Period”). Not all products are eligible for return. When goods are returned to Sparkinity by a Retailer, Sparkinity may at its option redistribute those products through its various redistribution channels. To qualify for free returns and prevent future charges, you must adhere to Sparkinity return policies as outlined in our Returns, Refunds and Cancellations Policy. You acknowledge and agree that any orders from a Brand not covered in Sparkinity’s Return Policy are not eligible for return, except under certain limited circumstances described therein. Although Sparkinity agrees to pay free shipping on returned items that qualify, you acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items for free under this Section.

b Refunds and cancellations. If you receive a product that is damaged, the shipment has missing items, wrong items, or you do not receive the product by the expected shipment date, you must report the issue within 14 days of receiving the product as outlined in our Returns, Refunds and Cancellations Policy. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.

Sparkinity reserves the right to accept or reject any missing, wrong, non-delivery or damaged report filed by a Retailer in its sole reasonable discretion, including in the event Sparkinity suspects any fraudulent activity. Sparkinity’s decision whether to accept a damaged, wrong, non-delivery or missing claim shall be final.

10. Sparkinity Messenger

Retailers and Brands may contact each other directly through Sparkinity Messenger on the Services. You agree to use Sparkinity Messenger only for legitimate business purposes, such as asking questions about a Brand’s products, the status of an order or to resolve business issues. You agree to not abuse Sparkinity Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to get answers to your questions or resolve issues, you may also contact Sparkinity directly.

11. Product Content

Limited Licence. Sparkinity displays various Content related to the products, including photographs, product descriptions, Brand stories and any other related content for sale on its Services. You are granted a limited, non-assignable, non-sublicensable and revocable licence to use Content related to a product that you purchase on the Services on your own company’s website for the sole purpose of reselling that same product. Notwithstanding the foregoing, you agree that you will not use any such Content in any ad or media campaign, including postings, emails, ads or any other communication on Facebook, Instagram or Google, among others, without the express written consent from the owner of that Content.
You acknowledge and agree that you are merely a licensee of the Content and that you do not own, and will not claim any ownership rights in, the Content. You further acknowledge and agree that Sparkinity is not responsible, nor shall Sparkinity be held liable, for any Content, and Sparkinity makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libellous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.

12. Disputes

For any disputes regarding an order or product from a Brand, you agree to try to informally resolve the dispute directly with the Brand using Sparkinity Messenger. If you are not able to resolve the dispute, you may contact Sparkinity to help resolve the issue. Sparkinity will use good faith efforts to assist you and the applicable Brand to resolve such disputes.

13. Indemnity

You are responsible for any loss or damage caused to third parties in connection with these Retailer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services. You, therefore, agree to defend, indemnify, and hold Sparkinity, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Retailer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services to the maximum extent permitted by applicable law.

14. Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER SPARKINITY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPARKINITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPARKINITY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED £100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPARKINITY AND YOU.

15. Termination

If you breach any of these Retailer Terms, Sparkinity will have the right to temporarily suspend or permanently terminate your User Account, these Retailer Terms and/or the General Terms in its sole discretion and without prior notice to you. Sparkinity reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Sparkinity terminates these Retailer Terms, your User Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.
You may terminate your relationship with Sparkinity at any time by contacting Sparkinity’s support team at support@sparkinity.com or as otherwise indicated in your User Account portal. Sparkinity will close your User Account once there has been an accounting of all monies due and owing.

16. Controlling law and jurisdiction

These Retailer Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England. The application of the United Nations Convention on Contracts for the International Sale of Goods, private international laws (e.g. conflict of laws principles) and consumer protection e-commerce regulations, where relevant, are expressly excluded. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.