By giving us your email address or mobile phone number to sign up to use our Marketplace, and by accessing and/or using our Marketplace and related Services you accept these terms

There are other terms that may apply to you

We may make changes to these terms

These terms may be updated from time to time. The most current version will always be published on our Marketplace so every time you wish to use our Marketplace or related Services, please check to ensure you understand the terms that apply at that time.

Whenever we update these terms, we will tell you via your account (if you are a Trader) and/or by email or another durable medium, where possible. We will also clearly state that they have been updated (with the relevant version date) at the top of this page.

Normally, we will give you at least 15 days' notice before such changes take effect. We will give you more notice if a change we are making impacts on the way you do things, either technically or commercially (a “Significant Change”). For example, if you are a Trader, you might need more notice if we entirely remove or add an important feature on our Marketplace.

We will not give you advance notice if we have to make a change with immediate effect, whether for legal or regulatory reasons or to protect our Marketplace, our Sellers or our Buyers from fraud, malware, spam, data breaches or other cybersecurity risks.

If you are a Seller and you list new Products on our Marketplace after we have told you about any changes (other than a Significant Change), you will be deemed to have agreed to those changes and they will take effect immediately.

If you are unhappy with any changes we tell you about, you can terminate our agreement in accordance with clause 24.5.

You must register to use our Marketplace and keep your account details safe (for Traders only)

You can register to become a Trader on our Marketplace.

Upon registering as a Trader, you will be asked to set up your account using your email address or mobile phone number and to create a trader profile, for which we will ask you for some personal details, such as your name and email address, so please make sure you are using a private and secure internet connection. To access and use our Marketplace, you are responsible for providing your own means of access via the internet at your own cost.

Your account and trader profile are personal to you and the information you provide must be kept accurate and up to date. Creating an account with false information is a breach of these terms.

You must not share your account with anyone else. You are responsible for anything that happens through your account unless you have terminated our agreement and therefore closed your account or reported misuse. If you know or suspect that anyone other than you has accessed your account, you must promptly notify us at hello@continue.co.

In using our Marketplace or doing anything in connection with our agreement, you must at all times comply with all applicable laws, statutes, regulations and codes from time to time in force.

We may, at our option and at any time, require you to promptly provide us with reasonable evidence that any information you have given us is true and up to date and that such information and your behaviour is in compliance with these terms. This might include, by way of example, information in connection with your registration to become a Trader, in your trader profile and in the listings for your Products (if you are a Seller). If you are a Trader, we can suspend or restrict individual listings until you have supplied this evidence and may terminate our agreement with immediate effect by notice in writing to you, if you do not comply with this requirement.

You permit and instruct us to collect information about you and your performance of our agreement (including about the Products you list on our Marketplace, if you are a Seller) and to disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

You must only communicate with other Traders via the interfaces in your account (for Traders only)

You must always use the relevant interface in your account to communicate with Sellers (if you are a Buyer) or Buyers (if you are a Seller). This helps us to keep a full record of all communications in relation to any transaction, in case there are any disputes.

If you are a Seller, and a Buyer contacts you about your Products, you must not in any way ask or encourage the Buyer to buy those Products (or repeat orders for those or similar products) either directly from you or from another source.

If you are a Seller, you must deal promptly and professionally with any Buyer questions about orders using the buyer interface in your account. You must liaise with Continue, who operate our Marketplace and manage customer support, if the question relates to any part of the process we are involved in. You, Continue and us will co-operate with each other in trying to resolve any such questions.

Listing Products on our Marketplace (for Sellers only)

Once you have registered as a Seller and have created a trader profile, you can list Products for resale on our Marketplace through your account. You represent and warrant that you will:

• Only list Products which are not prohibited (as set out in our List ofProhibited Items);
• Only list Products that are authentic, authorised for resale, not infringing others’ trade marks, copyright, patents or other intellectual property rights, and not counterfeit or unauthorised copies. If we ask you to, you must promptly provide us with genuine and conclusive documentary evidence showing that you are authorised to resell your Products on our Marketplace;
• Only list Products which comply with all applicable legislation and regulations affecting their manufacture, sale, packaging and labelling; and
• Only list Products which are safe. You cannot list products that are unsafe, that we reasonably believe to be unsafe or that have been or become the subject of a product safety alert or recall. We may require product safety documentation before permitting you to list certain products. For information on your product safety obligations, see https://www.gov.uk/guidance/product-safety-advice-for-businesses. Include all the information about you and your Products and how you'll fulfil orders that are needed to comply with consumer protection law. Our seller interface will prompt you to provide this information, but you're responsible for making sure you comply with the law. For more on these information requirements, please see the Trading Standards' advice on online selling at www.businesscompanion.info.

We can suspend a listing for a Product or terminate our agreement with immediate effect by notice in writing to you, if you fail to comply with any requirement of this clause.

Your trader profile and Product listings must:

• Comply with our Acceptable Use Policy set out in Schedule 1;
• Only feature high quality images and descriptions, which you have all the necessary intellectual property and other rights to use in this way on our Marketplace and to license to us;
• Be in the English language, and clear and comprehensible;
• Display real-time information about how many of each Product you have, ready to dispatch. You must delist any Products that are no longer available;
• Not include anything which would encourage or allow Buyers to contact you other than through the interface of their account, such as email or social media contact details, website addresses or other links. We reserve the right to remove such information; and
• Not use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including keyword stuffing.

How you price your Products is entirely up to you and you can change such amounts at any time through your account. We will charge Buyers the price shown on our Marketplace at the time they submit their order.

Your prices must be inclusive of the following: (i) VAT; (ii) any non-optional packaging charges; and (iii) any customs duties, clearance charges, taxes, brokers' fees, transaction fees and other amounts payable in connection with the sale of your Products to Buyers, which must all be shown separately. Buyers are responsible for delivery charges but you must show what those charges will be.

We may invite you to participate in promotions on our Marketplace, for example, by paying us for a more visible listing or offering discounts. The terms of such promotions will be available through your account and by submitting any of your Products for such a promotion you agree to the relevant terms.

We (or businesses we control) also sell products on our Marketplace. In addition, how we sell your Products may differ from how we sell other businesses' Products.

Buyers’ orders, cancellations and refunds (for Traders only)

If you are a Seller then, when we send you a sales confirmation, you must (i) subject to your account confirming that payment has been received from the Buyer, supply the Products to the Buyer in the way and within at least the timescale set out in your Product listing; and (ii) comply in full with the sales terms set out in clause 8.

Our order confirmation email will serve as the Buyer’s VAT receipt issued in the relevant Seller’s name and on its behalf. Our email will include all the information about the ordered Products which the relevant Seller has included in its Product listing as well as separately showing any VAT collected as part of the order. If you are the Seller then it is important to note that you are responsible for ensuring that this information meets legal information requirements and for compliance with all applicable legal, tax and regulatory requirements in connection with any Buyer VAT receipt issued in your name. For more on consumer law information requirements, please see the Trading Standards advice on online selling at www.businesscompanion.info.

A Buyer may cancel an order if the ordered Products have not already been despatched at the time of receiving the cancellation and, in any event, if the relevant Seller has not despatched the ordered Products within 5 days. We will tell the relevant Seller if a Buyer contacts us to cancel an order. When we do so, or when a Buyer contacts the relevant Seller directly to cancel an order, such Seller must comply with any commitments it has made in its Product listing or other marketing or advertising. The relevant Seller must promptly tell us of any refunds due to a Buyer who has cancelled.

If a Seller instructs us to refund a Buyer on its behalf, we will do so by releasing the Buyer’s payment held in escrow back to the Buyer. We are not obliged to refund more than the sums collected from the Buyer at checkout and that are held in escrow. If, for whatever reason, we cannot refund the Buyer using the sums held in escrow or the amount of the refund exceeds the sums held in escrow, we may either require the Seller to refund the Buyer directly or choose to refund the Buyer ourselves and the Seller must pay us the sums we refund in this way.

Sale terms applicable to Products sold via our Marketplace

The terms of sale applicable to the resale of Products by Sellers to Buyers via our Marketplace are a matter for the relevant Seller and Buyer. Neither we nor Continue are a party to that contract.

Buyers acknowledge that where they are buying Products from private individuals not acting in the course of their trade, business, craft or profession, the protection afforded them under UK consumer laws is unlikely to apply.

The Buyer will be charged for an ordered Product when the Buyer places their order. The Buyer will not own the ordered Product if the Seller has not received payment in full.

If the Seller is delayed in supplying an ordered Product caused by an event outside their control, the Seller will contact the Buyer as soon as possible to let them know and do what they can to reduce the delay. As long as the Seller does this, the Seller won't compensate the Buyer for the delay, but if the delay is likely to be substantial the Buyer can contact [xx] to cancel their order and receive a refund.

A Product's true colour, condition, look and/or feel may not exactly match that shown on the Buyer’s device or in the Seller’s Product listing or its packaging may be slightly different.

Subject to these terms (including clauses 8.2 and 8.5), the Seller agrees to provide the Buyer with Products that are as described in their Product listing on our Marketplace, and that meet all the requirements imposed by law. If the Buyer thinks there is something wrong with the Product they’ve been supplied, Buyer must contact the Seller via the relevant interface in its account within 2 days of the Product being delivered, giving details of what’s wrong along with supporting evidence (for example, photographs). The Seller may also require that the Product is returned to them, at the Seller’s cost, for closer examination. The Seller, acting reasonably and in good faith, agrees to instruct us to refund the Buyer if the Buyer’s complaint is substantiated.

Buyers’ complaints (for Traders only)

If you are a Buyer then you acknowledge and agree that all complaints about a Seller and/or their Products are passed to, and dealt with by, that Seller. Neither we nor Continue accept any responsibility or liability for a Seller’s compliance with its obligations to you.

We will tell a Seller if a Buyer complains to us about them or one of their Products, including any complaints that Products have not been delivered or that there is something wrong with them. We will provide the relevant Seller with all relevant details about the complaint.

If you are a Seller, you must deal with complaints we tell you about and any complaints you receive directly from Buyers, where applicable, in a way that complies with consumer law (see the Trading Standards advice on online selling at www.businesscompanion.info) and that honours any commitments or guarantees you have made in your Product listing or other marketing or advertising.

We offer assistance to Sellers and Buyers to help them resolve disputes arising out of the supply or non-supply of Products through our Marketplace. You agree to co-operate fully in this process which, for Buyers, includes returning Products to us, at the Seller’s cost, and providing us with any information or evidence (including photographs) reasonably requested by us.

If you are a Seller, your communications with Buyers about complaints must be made through, or where this is not possible, accurately logged in, your account.

If you are a Seller and, in relation to any dispute with a Buyer, you do not engage in dispute resolution in good faith nor instruct us to refund such Buyer, as required by these terms, then we may refund and/or compensate the Buyer on your behalf (including by releasing relevant sums held in escrow back to the Buyer). We can also do this if you do not abide by any commitment you have made during dispute resolution, any settlement reached through mediation or any ruling made by a court or other competent authority. You must reimburse us for payments made in compensation.

Buyers’ reviews (for Sellers only)

We and you agree to use our best efforts to make sure that Buyer reviews on our Marketplace are from Buyers who have bought Products and tried them and who are not connected with you or in any way encouraged or incentivised to post a favourable review.

We, and you using your account, may invite Buyers to whom Products have been sold to review them. Buyers submitting a review do so in a prescribed format which may involve a free text box. Our Marketplace may block language in Buyer reviews which is not permitted under our Acceptable Use Policy set out in Schedule 1 but we do not guarantee that it will do so. You are responsible for checking reviews for compliance with our Acceptable Use Policy and for telling us if you consider that a review breaches it. If we agree, we will remove the review from our Marketplace and inform the Buyer that we have done so.

You may respond to reviews using your account, provided your response complies with our Acceptable Use Policy. We will publish responses below the review unless we reasonably think that it does not comply with our Acceptable Use Policy (we may remove responses on this basis at any time after they have been published).

Apart from inviting Buyers to review their Products in accordance with clause 10.2, you must not directly or indirectly contact Buyers (whether through your account or using any other contact details you may have) either to encourage them to submit any review or a favourable review or to change or withdraw a review. You must not encourage Buyers to submit reviews of Products they have purchased on our Marketplace anywhere other than via your account.

Getting paid for Products sold on our Marketplace and what Traders must pay for using our Marketplace (for Traders only)

Continue, as operators of our Marketplace, manage all sales transactions and payments related to Products sold through it.

In addition to paying the price of the Products purchased via our Marketplace, Buyers must also pay Continue a transaction fee, being 10% of the total price payable by the relevant Buyer for the Products (including VAT) (the “Buyer Protection Fee”). The Buyer Protection Fee is deducted from sums received from Buyers as payment for Products, before the proceeds of the sale are paid to Sellers. The rate of the Buyer Protection Fee shall be clearly displayed at the point of sale and may be changed from time to time.

We may choose whether Sellers using our Marketplace are to be paid their proceeds of sale in cash or to receive a Store Credit from us – and we will make this clear to Sellers when they sign up to use our Marketplace:

• if we choose cash, then Continue, acting as our agent, shall pay the proceeds of sale for the purchased Products (held in escrow) to the Seller after deducting:
  • the Buyer Protection Fee (see clause 11.2); and
  • our commission for the sale, which shall be a percentage of the total price received from the relevant Buyer for the Products (excluding the Buyer Protection Fee, any transport or insurance charges and VAT) (our “Commission”). Our current rates of Commission will be clearly displayed to Sellers at the point of listing Products for sale.
• if we choose a Store Credit, then no Commission shall be payable and Continue shall issue, on our behalf, the Store Credit to the Seller. For these purposes, the “Store Credit” shall be an amount to spend in our stores and online, equal to at least the total price payable by the relevant Buyer for the Products (excluding the Buyer Protection Fee, any transport or insurance charges and VAT)., provided always that the cash or Store Credit shall only be paid or issued once either: (i) the relevant Buyer of the purchased Products has explicitly agreed that the Products were delivered and there is nothing wrong with them; or (ii) 2 days from delivery of the Products has lapsed without the Buyer raising any complaint (if a complaint is received, the cash remains in escrow until the complaint is resolved).

Sellers acknowledge and agree that payments to them of sums received from Buyers as payment for their Products shall be managed through a third-party service provider such as Stripe. Sellers are advised to refer to the third-party service provider’s own privacy policy for details as to how they process and store Sellers’ bank account details in a secure manner.

Continue, acting as our agent, will collect payment for Sellers’ Products from Buyers, on your behalf, and pay these sums to Sellers in accordance with clause 11.3. Before remitting sums, Continue, acting on our behalf, may also deduct: (i) any fees (and any VAT applicable to them) or other sums we have invoiced Sellers for but which are unpaid at that time, whether or not the due date for payment has passed; and (ii) any sums owed to us in connection with any Third Party Claim (defined in clause 29.1) which are unpaid at that time. Buyers are charged in pounds sterling and you are paid in pounds sterling.

Any sums due to us from a Seller that are not automatically deducted from the payments we collect from Buyers must be paid within 30 days of the Seller receiving an invoice from us in respect of such sums.

If we or you fail to make a payment due to the other under these terms by the due date and such payment is not the subject of a bona fide dispute, then, without limiting the other party's remedies, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

You must fully comply with your tax obligations in connection with the use of our Services and the offer, sale and purchase of Products on our Marketplace including the collection, reporting, filing and payment of any and all applicable taxes (such as VAT) and other governmental assessments.

We do not charge you Commission on sums paid by Buyers and refunded to them but we reserve the right to charge a fee plus VAT in respect of such any refunds we process for them.

Save as expressly provided in these terms, you and we shall each pay all amounts due in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

How you may use material on our Marketplace

We or Continue are the owner or licensee of all intellectual property rights in our Marketplace, and in the material published on it. That material is protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off, and may download extracts, of any page(s) from our Marketplace and you may draw the attention of others to content or product listings on our Marketplace. You must not modify the paper or digital copies you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. If any of the extracts you print off or download contain anyone else’s personal data (e.g. their name, photo or likeness), you must keep this confidential and not share it with anyone else without their express permission.

Our or Continue’s status (and that of any identified contributors) as the authors of material on our Marketplace must always be acknowledged (except where the material is user-generated).

If you print off, copy, download, share or repost any part of our Marketplace in breach of these terms, we have the right, without notice, to suspend or cancel your account and/or to disable your username or password used to access your account. In these circumstances, you must also, at our option, return or destroy any copies of the materials you have made (except that you are permitted to print off a copy of these terms). If you breach the restrictions in clause 12.2 regarding other people’s personal data, we may have to have recourse to other legal remedies to prevent you using, sharing or distributing such personal data.

We do not nor does Continue represent that content available on or through our Marketplace is appropriate for use or available in all locations.

No text or data mining, or web scraping

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Marketplace or any Services provided via, or in relation to, it. You may not access or collect data from our Marketplace or related Services using automated means or attempt to access data you do not have permission to access.

This clause 13 should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).

This clause 13 will not apply insofar as we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

Access to and use of data generated through use of our Marketplace (for Traders)

Your use of our Marketplace will generate data (including personal data) about orders, Buyer queries, ratings and reviews for Products, and other matters.

If you create content directly on our Marketplace, or post, upload or otherwise share (“Share”) information or content to our Marketplace (including populating your trader profile and creating Product listings), or make contact with other Traders and/or Visitors of our Marketplace, you must comply with our Acceptable Use Policy set out in Schedule 1.

You are responsible for the information or content you Share on our Marketplace. You warrant that you have the right to Share such information and content and that it complies with our Acceptable Use Policy. You are liable to us and will indemnify us for any breach of that warranty. This means you will be responsible, and will reimburse us, for any losses we suffer or incur as a result of you not complying with that warranty.

We will consider any information or content you Share on our Marketplace to be non-confidential and not protected by any trade mark, patent or copyright (i.e. to be non-proprietary and in the public domain). You own, outright or under licence, the information and content that you Share, but you grant us and other Traders and/or Visitors a limited licence to use, store and copy it and to make it available to others. The rights you license to us are described in clause 15.

We also have the right to disclose your identity to anyone who is claiming that any information or content Shared by you on our Marketplace violates their intellectual property rights or their right to privacy.

In Sharing information or content on our Marketplace, you must be careful not to include personal data, particularly if it relates to other people (e.g. their name, location or photo/likeness). Please note that, as a basic rule, you should not use others’ personal data unless you know that you have the right to do so.

We are not obliged to publish any information or content you Share and have the right to remove it if, in our opinion, it does not comply with our Acceptable Use Policy. If you wish to contact us in relation to information or content you have shared but we have taken down, please contact hello@continue.co.

Rights you are giving us to use information or content you Share

User-generated content is not approved by us

Our Marketplace may include content Shared by other Traders and/or Visitors, including trader profiles, Product listings and Buyer reviews. This content has not been verified or approved by us. The views expressed by other Traders and Visitors on our Marketplace do not represent our views or values.

You agree that neither we, nor Continue, are responsible for other Traders’ and Visitors’ content. Your use of others’ content Shared on our Marketplace is at your own risk.

Do not rely on the materials on our Marketplace

The materials on our Marketplace are not intended for you to rely on them. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of these materials.

Although we make reasonable efforts to update the information on our Marketplace, neither we, nor Continue, make any representations, warranties or guarantees, whether expressed or implied, that the materials on our Marketplace are accurate, complete or up to date.

We are not responsible for any websites linked to on our Marketplace

Where our Marketplace contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. Neither we, nor Continue, endorse or approve any third party website nor the content of any third party website made available or linked to via our Services. We have no control over the contents of those websites or resources.

Use of branding and other intellectual property rights (for Sellers only)

You may publicise your Product listings outside of our Marketplace, for example, on social media. In doing so, you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by us or Continue.

You can share the urls for your listings and state that your Products can be bought on our Marketplace. However, you cannot: (i) use our Marketplace’s stylised name or logos either on their own or in combination with another word or use our Marketplace’s name in your social media profile name or photo; or (ii) create content with the same look or feel as that of our Marketplace, in both cases unless you have our written consent.

As soon as reasonably possible after our agreement ends, you must remove any content that suggests you sell on our Marketplace from any places you control and use your best efforts to remove such content from any places owned by any third parties.

As soon as reasonably possible after our agreement ends, we will stop all use of your Seller Materials on our Marketplace. However, we reserve the right to continue using your Seller Materials for the purposes and period set out in clause 15.

Your use of our systems (for Traders only)

You may only use your account and the other computer systems that support, operate and comprise our Marketplace (our “Systems”) for listing and reselling, or buying, Products and for communicating with us (or Continue, as the operators of our Marketplace) and your Buyers or Sellers (as the case may be) as envisaged in these terms.

You agree to use all reasonable security practices to prevent unauthorised access or damage to our Systems.

We are not responsible for viruses and you must not introduce viruses

We do not guarantee that our Marketplace will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programs and platform to access our Marketplace. You should use your own virus protection software.

You must not misuse our Marketplace or Systems by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise do anything that could disable, overburden, interfere with, or impair the proper working, integrity, operation, or appearance of our Marketplace and related Services.

We may make changes to, withdraw or suspend, our Marketplace

We may update and change our Marketplace from time to time to reflect changes to our Services, our Traders' needs and our business priorities. We will try to give you reasonable notice of any major changes.

We do not guarantee that our Marketplace, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Marketplace for business and operational reasons (including routine and emergency maintenance and repairs). We will try to give you reasonable notice of any suspension or withdrawal. All communications using the internet may be affected by events outside our reasonable control.

Our rights if you do not comply with these terms

If you are a Trader, we have the right, at any time and without notice, to suspend or cancel your account and/or to disable your username or password used to access your account if, in our reasonable opinion, you have failed to comply with any of these terms (including, without limitation, our Acceptable Use Policy set out in Schedule 1 or obligations to pay sums to us). In these circumstances, you agree not to create another account or to otherwise use our Services without our permission.

If you are a Seller, we can suspend or restrict any individual Product listing you make on our Marketplace if we become aware, or have reason to believe, that what you have told us about your Product or said about your Product in the relevant listing is not true or up to date or that the Product or the listing does not comply with these terms (including, without limitation, our Acceptable Use Policy), or is otherwise unlawful.

We also have rights to terminate our agreement in certain circumstances, as specified under clause 24.

We will not be liable to you for any losses that you may suffer or incur as a result of us exercising our rights under clauses 23.1 or 23.2.

If we are suspending or restricting an individual Product listing or ending our agreement, we will normally give you a written statement of the specific facts or circumstances which led to our decision and which of these terms we consider you have broken. If we are acting in response to a notification from someone else, we will also share the contents of that notification with you. However, we will not give you such a statement if:

• we are subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons; or
• we are ending our agreement because you have repeatedly broken it.

We will send our statement to you via email or another durable medium. Where we are suspending or restricting an individual Product listing, we will send the statement before or at the time of the suspension or restriction. If we are terminating our agreement, we will send the statement at the same time that we give notice that we are terminating our agreement.

Terminating our agreement

If we or you commit a material breach of our agreement which:

• is not capable of being remedied; or
• is capable of being remedied but which the breaching party fails to remedy within 30 days of a written notice setting out the breach and requiring it to be remedied being given by the other party,

the other party (not in breach) may terminate our agreement immediately by giving written notice to the breaching party.

For the purposes of clause 24.1, a material breach means a breach that has a serious effect on the benefit the terminating party would otherwise derive from our agreement.

If we or you repeatedly breach any of the terms of our agreement in such a manner as to reasonably justify the opinion that our or your conduct (as the case may be) is inconsistent with having the intention or ability to give effect to the terms of our agreement, the other party (not in breach) will be entitled to terminate our agreement with immediate effect upon written notice to the breaching party.

If we or you become Insolvent, the other party will be entitled to terminate our agreement with immediate effect upon written notice to the Insolvent party.

If you are a Trader, you may also terminate our agreement if you decide to stop using our Marketplace for any reason, including because you are not happy with changes we are making to these terms. In these situations, you must give us notice that you are terminating our agreement as follows:

• Upcoming changes. If you are terminating our agreement because we have told you about an upcoming change to these terms, you have a right to terminate our agreement within 30 days of us telling you about the change and the agreement will end at the end of those 30 days. The exceptions are that you cannot terminate our agreement in this way because of a change if:
  • You are a Seller and have listed new Products on our Marketplace after being told about the change (although this will not prevent you from terminating our agreement for a Significant Change (defined in clause 4.3)); or
  • You have previously told us that you accept the change.
• Any other reason. If you are terminating our agreement for any other reason, you must give us at least 30 days’ notice in writing that you are stopping use of our Marketplace.

We can end our agreement and your rights to use our Marketplace for any of the following reasons:

• We reasonably consider that our continuing to provide Services to you could expose our Marketplace to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on our Marketplace’s reputation or on the other Sellers selling on our Marketplace;
• We reasonably determine, or receive information or notice from a relevant authority, that you are not meeting your tax obligations.

In these circumstances, we will give you at least 30 days' notice that we are ending our agreement unless: (i) our legal, tax or regulatory obligations require us to end our agreement without such notice; or (ii) it is imperative for us to end our agreement either immediately or on shorter notice. For example, we may end our agreement with immediate effect if we discover that your Products (if you are a Seller) are unsafe or counterfeit or present a danger to minors or if we reasonably suspect you of fraud or of using our Marketplace to spam others.

On termination of this agreement:

• all licences granted under this Agreement that are not expressed to continue post-termination or expiry shall immediately terminate;
• such termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of our agreement which existed at or before the date of termination.

If you are a Seller, then after our agreement terminates you must (unless we tell you or agree with you otherwise):

• Immediately remove any listings for your Products from our Marketplace;
• Leave your trader profile (excluding listings for your Products) live until 60 days after your fulfilment of the last order you received through our Marketplace, to allow Buyers to contact you about orders previously submitted. Once this period has expired you must remove your trader profile; and
• Continue to comply with these terms insofar as they relate to Buyers orders received through our Marketplace before removal of your Product listings. You need only comply with the version of these terms which applied when our agreement ended.

After this agreement ends, we:

• may remove all listings for your Products (if applicable) from our Marketplace, if you have not already done so, and reject any order received after our agreement ends;
• may remove your trader profile from our Marketplace, if applicable and you have not already done so, except that, if you are a Seller, we can keep it live until 60 days after your fulfilment of the last order you received through our Marketplace, to allow Buyers to contact you about orders previously submitted; and
• will continue to comply with these terms insofar as they relate to Buyers orders received through our Marketplace before removal of the relevant Product listings, including by paying sums due to Sellers for such orders. We will comply with the version of these terms which applied when our agreement ended.

How to complain if you are not happy with our Services including any decisions we have taken

If you want to complain about our Services or the way we have treated you, including because you (where you are a Seller) disagree with us refunding or compensating a Buyer, restricting or suspending a listing for your Products or ending our agreement, please email us at hello@continue.co.

You and we agree to try our best to resolve all complaints. If we cannot resolve your complaint in this way, either of us can request mediation. In addition, we are both able to bring legal action at any time.

Our responsibility for loss or damage suffered by you (if you are a consumer)

Subject to clause 32 (Losses we never limit or exclude), we are responsible for foreseeable losses you suffer as a result of us breaching these terms unless the loss is:

• Unexpected. This means that it was not obvious that the loss would occur and nothing you told us before starting to use our Marketplace meant that we should have expected it (so, under the law, the loss was unforeseeable).
• Caused by a delaying event outside of our control, provided we have taken the steps set out in clause 28.
• Avoidable. This means the loss was something you could have avoided by taking reasonable action.
• A business loss. This means any loss you suffer in connection with your trade, business, craft or profession (such losses are dealt with clause 31).

Our responsibility for loss or damage suffered by you (if you are a business)

Subject to clause 32 (Losses we never limit or exclude), we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: loss of sales, income or revenue, loss of business, loss of profits, loss of anticipated savings, loss or corruption of data, information, or software, loss of goodwill, or any indirect or consequential loss.

Subject to clause 32 (Losses we never limit or exclude), your remedies set out in these terms are your sole and exhaustive remedies. All warranties, conditions, and other terms implied by law (whether as to quality, merchantability, description, fitness for purpose or otherwise) are excluded.

Losses we never limit or exclude

Nothing in these terms shall limit or exclude your statutory rights (where you are a consumer).

We do not in any way exclude or limit our liability for: (i) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (iv) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

Claims and actions against us in connection with you or your Products (for Sellers only)

We will pass onto you any complaints we receive about you or your Products as described in clauses 1.3 and 9. However, if anyone including, by way of example, a Buyer, any regulator, HMRC (or other tax authority), or any third party, makes a claim or takes any kind of action against us and/or Continue in connection with::

• your Products and their supply through our Marketplace;
• content you have uploaded to, or otherwise distributed through, our Systems (defined in clause 24.1 above), including but not limited to your trader profile, your Product listings, your communications with Buyers, advertising, and any omissions or inaccuracies in such content;
• things we have or have not done in reliance on information you have provided (or omitted to provide) to us, including our exercise of rights you have granted to us;
• things you have or have not done including any breach of these terms and our policies, (each, a “Third Party Claim”), then you must, at our option and as we request, either help us or Continue to defend or deal with the Third Party Claim or defend or deal with it on our or Continue’s behalf, in each case at your own expense. If we ask you to defend or deal with a Third Party Claim on our or Continue’s behalf, you must get our or Continue’s (as the case may be) prior written agreement before settling it or attempting to do so.

You must also reimburse us and/or Continue, when we ask you to, for any liabilities, fines, penalties, costs, expenses, interest, damages and losses (“Liabilities”) we or Continue incur arising out of or in connection with any Third Party Claim.

Events outside our control

We will not be liable or responsible for any failure or delay in providing our Services to you which is caused by an Event Outside Our Control (defined below).

In these circumstances, we will contact you as soon as possible and do what we reasonably can to minimise the impact on you. As long as we do this, we will not compensate you for the delay or failure to provide our Services.

How your personal information may be used

Your personal information will only be used as set out in our Continue’s Privacy Policy, as amended from time to time.

Which country's laws and courts apply to any disputes?

These terms are governed by English law. You and we agree to the exclusive jurisdiction of the courts of England and Wales, except if you reside in Northern Ireland or Scotland — in which case you may bring proceedings there.

Other Important Terms

Variations. Except where stated otherwise in these terms (for example, in clause 4), no variation of these terms shall be effective unless it is in writing and signed by you and us.

Terms that continue after termination. Provisions of these terms that expressly or by their inherent nature should survive termination or expiry of these terms shall survive termination or expiry.

No agency, etc. Nothing in these terms creates any agency, partnership, joint venture, employment or franchisee relationship between you and us.

Severing illegal terms. If a court finds part of these terms invalid, illegal or unenforceable, such terms shall be deemed deleted and the remaining terms will continue in full force and effect.

We may transfer our agreement to someone else. We may transfer our rights and obligations under these terms to a third party, whether by way of assignment, mortgage, subcontract or otherwise. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these terms.

You need our consent to transfer our agreement to someone else. You may only transfer your rights or your obligations under these terms (whether by way of assignment, mortgage, subcontract or otherwise) to a third party person if we agree to this in writing.

Nobody else has any rights under our agreement. Our agreement based on these terms is between you and us. No other person shall have any rights to enforce any of its terms, including under the Contracts (Rights of Third Parties) Act 1999.

Even if we delay in enforcing these terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of you breaching these terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide our Services, we can still require you to make the payment at a later date.

We always appreciate your feedback. But we may use feedback and other suggestions without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential.

You must not:

• Say or do anything that could be defamatory of us or Continue (or might otherwise bring them into disrepute).
• Say or do anything that is in any way discriminatory (either directly or indirectly) to another Trader, Visitor, or to Continue’s or our members of staff.

You must not use our Marketplace:

• In any way that breaches any local, national or international law or regulation including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• To send, knowingly receive, upload, download, share, post, use or re-use any material which does not comply with our content standards.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

Your Content:

• Must be accurate and kept up to date.
• Must comply with English law and the law applicable in any country from which it is posted.
• You must ensure that you have the rights and consents (including in any third-party owned intellectual property) you need in relation to Your Content.

Your Content must not (in addition to the general rules in Section 3):

• Include any personal data that you are not totally confident in sharing or which could cause you or others harm.
• Be obscene, offensive, hateful or inflammatory.
• Infringe any copyright, database right, trade mark or other intellectual property right of any other person.
• Include video content that has been or would be likely to be given an R18 certificate by the BBFC.
• Include video content not suitable for BBFC classification.
• Be likely to deceive any person.
• Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Contain illegal content or promote any illegal content or activity.
• Be in contempt of court.
• Be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person.
• Give the impression that Your Content emanates from us or Continue, if this is not the case.
• Advocate, promote, incite any person to commit, or assist any unlawful or criminal act.
• Contain a statement that is or could be understood as encouraging or inducing terrorism.
• Be pornographic.

Illegal content

• Terrorism offences.
• Child sexual exploitation or abuse offences including grooming and child sexual abuse material.
• Encouraging or assisting suicide (or attempted suicide) or serious self-harm offences.
• Harassment, stalking, making threats or abuse offences.
• Hate offences.
• Controlling or coercive behaviour offence.
• Drugs or psychoactive substance offences.
• Firearms or other weapons offences.
• Unlawful immigration or human trafficking offences.
• Sexual exploitation of adults offences.
• Extreme pornography offence.
• Intimate image abuse offences.
• Proceeds of crime offences.
• Fraud and financial services offences.
• Foreign interference offences.

You must not upload, post, create on our Marketplace, share or cause any uploading, posting, creation or sharing of:

• A grossly offensive, indecent, obscene or menacing message intending to cause offence, menace, distress or anxiety.
• A false message knowing it to be false, intending to cause non-trivial psychological or physical harm to a likely audience, and with no reasonable excuse.
• A message threatening death or serious harm while intending or being reckless as to whether the object of the threat would fear it would be carried out.
• Flashing images reasonably foreseeable to harm someone with epilepsy, without a reasonable excuse.
• A communication that intends to encourage serious self-harm.
• An unsolicited sexual image or “deepfake” intending to cause alarm, distress or humiliation.
• A sexually explicit deepfake.

Additional provisions for video content

• You must comply with our guidance on use of maturity or sensitivity ratings on video content.
• You must tell Continue immediately if you upload a video containing criminal material or restricted content.
• You must not upload videos likely to incite violence or hatred against any protected group.

Advertising

• You must not upload content promoting services or web links to other sites.
• You must not upload video ads for:
  • Cigarettes and other tobacco products, e-cigarettes or prescription-only medicine;
  • Alcoholic drinks targeting under 18s or encouraging immoderate consumption.
• Any video advertising you upload must not:
  • Prejudice respect for human dignity.
  • Include or promote discrimination.
  • Encourage behaviour prejudicial to health, safety, or the environment.
  • Cause harm to persons under 18 or exploit their trust, inexperience, or credulity.