Date of last update: 1 December 2019.

Introduction

Welcome to Creoate, the UK’s first wholesale marketplace dedicated to independents! These are the Terms of Service and Use (the “Terms”) of the website located at www.creoate.com (the “Site”), including its sub-domains and mobile optimized version. These Terms shall also include any ancillary terms, policies, guidelines and our Privacy Policy (the “Policy”), among other documents made available by us from time to time (incorporated herein by reference).  The Site is provided to you by Creoate Limited (hereinafter referred to as “Creoate, and also ‘us’, ‘its’, ‘ours’ and/or ‘we’), and used herein refer to our affiliates, assignees, successors and/or brands.

As used herein, the terms ‘you’, ‘your’, and/or ‘yourself’ refer to you, a user/visitor/browser of our Site, whether registered or not through an account.  These Terms constitute a legally binding agreement between you and us.  Your access to the Site is only offered for your individual, non-commercial use, and not for the use or benefit of any third party you may represent.

If you continue to browse and use this Site, you hereby acknowledge and agree to be bound by and under these Terms which, together with our Policy, which will govern Creoate’s relationship regarding the Site and any services offered thereby (the “Service(s)”).  These Terms include a jury trial and class action waiver. These Terms also limit the remedies that may be available to you in the event of a dispute with us.

To prevent any breach of the Terms hereof and to enforce any available remedy, we reserve the right to undertake any technical, legal or administrative measures that we deem necessary, at any time, without prior notice and in our sole discretion.

Creoate is an online marketplace that allows its end users to browse a selection of products from suppliers that list them on our site, and where end users may browse purchase access to such products.

Prohibited Activities

All kind of users agree not to undertake, motivate, or facilitate the use or access of the Site to:

  1. Infringe these Terms or allow, encourage or facilitate others to;
  2. Plagiarize and/or infringe the intellectual property rights or privacy rights of any third party;
  3. Enable any process to data-mine the Site (e.g. robots or similar data gathering and extraction tools);
  4. Disturb the normal flow of Services provided within the Site;
  5. Distribute, post or otherwise make available any content that: (i) infringes or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes any applicable law; and/or (vi) is or can be considered to be obscene, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic or analogous;
  6. Create a link from the Site to another website or document without our prior written consent;
  7. Solicit any person to use a third party service that competes with Creoate;
  8. Obscure or edit any copyright, trademark or other proprietary rights notice or mark appearing on the Site;
  9. Create copies or derivate works of the Site or any part thereof;
  10. Otherwise reverse engineer, decompile or extract the Site’s source code;
  11. Remit or otherwise make or cause to deliver unsolicited advertising, email spam or other chain letters;
  12. Advertise products but otherwise sell products using other platforms or circumvent our mechanisms to sell products;
  13. Collect, receive, transfer or disseminate any personally identifiable information of any person without consent from title holder; and/or
  14. Pretend to be or misrepresent any affiliation with any legal entity or third party.

You also acknowledge and accept that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site and our Services, without refund, reimbursement, or any other credit on our part.

Account

Browsing for products is free, but in order to list or purchase tickets to them, and use some or all of the functionalities and Services provided via the Site, you will need to register for an account.  There are two types of accounts: accounts for end users that purchase products within the Site (the “Participants”) and accounts for suppliers of products (the “Suppliers”).  Both are solely responsible for the activities that occur on their account and for keeping their password secure and confidential.  We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account and/or any product, upon any factual or alleged breach of these Terms.  You must notify Creoate immediately of any change in your eligibility to use the Site, or if you suspect a breach of security or unauthorized use of your account.

Payments

We may use a third-party payment processor to bill you through a payment account, such as your bank account or debit or credit card, linked to your account on the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the payment processor in addition to these Terms. We are not responsible for error by the payment processor. By choosing to use for-fee Services or purchase products, you agree to pay us, through the payment processor, all charges at the prices then in effect for any use of such Services or purchase of such products in accordance with the applicable payment terms and you authorise us, through the payment processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due upon demand.

Service Fees

Creating an account, listing a product and accessing the Services is free unless otherwise agreed with you, Supplier, separately. There are no charges to buyers, unless otherwise explicitly communicated before execution of a transaction. We reserve the right to offer promotions and additional pricing models from time to time. Please visit our Site in order to get further information about our fees, charges and promotions.

Account for Participants

Browsing our products is free and subject to registration in accordance with our online form criteria.  In order to purchase products (among other of our products and Services) you will need to create and verify your account, usually via an email link.  Once verification is complete, you account will be active.

Account for Suppliers

Creating a Supplier account is free, and you will need to verify your Supplier account, usually via an email link. Listing and selling products is free unless otherwise agreed on the understanding that Supplier shall undertake to accept orders from registered Creoate Participants through the Creoate platform.

If you are required to charge any other surcharge, facility fee, costs, expense, royalty or local permits, it is your responsibility to indicate the percentages charged that will your fee and any other cost.

As an Supplier, you will be able to undertake many actions through our Site, including but not limited to: (i) product properties and details within the Site; (ii) review the properties of your products (e.g. name, type, topic, location, length, rating, price), edit and delete them and also mark them as available or inactive for the buyers; (iii) receive, read, see and manage orders and order history; (iv) receive and read buyers’ reviews and testimonials; (v) view/download orders purchased by buyers; and (viii) review and manage order history from buyers.

If your products are out of stock, it will not be displayed in the list in the front end of the Site and can be removed at Creoate’s discretion.  You will also be able to delete your products and your reviews, if necessary.

You hereby represent, warrant and covenant to Creoate and its affiliates, licensors, agents and representatives that you have all necessary authorizations, license and permits to offer any and all products and related products and services, as required under your jurisdiction.

You hereby represent, warrant and covenant to Creoate and its affiliates, licensors, agents and representatives that you are not located in, that you are not a national or resident of, or that you will not promote or sell any product on any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services sanctions.

Taxes

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Creoate may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights mentioned here. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Creoate agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Creoate, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Creoate, and you do not have any authority of any kind to bind Creoate in any respect whatsoever.

Fund remittance

You authorize Creoate to bill your credit card and/or payment processing system account directly or apply outstanding balances and to charge the outstanding balance for your account each calendar month, upon termination of your account, and at any time the balance of fees reaches the designated fee threshold for your account.

Funds obtained from the sale of products will be remitted to your payment processing account typically 5-10 business days following delivery of the purchased order. Creoate may offer advertising opportunities to increase the visibility of your products. Advertising fees vary by opportunity, as indicated from time to time by us.  Any possible advertising fees will be clearly outlined before you commit to purchasing an ad and will be reflected to your monthly bill.

If Creoate terminates a product listing or your account, if you close your account, or if the payment of your fees cannot be completed for any reason, you shall remain obligated to pay Creoate for all unpaid fees plus any penalties and chargeback, if applicable.

Disputes, Chargebacks

A chargeback is typically caused when a customer disputes a charge that appears on their statement. A chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed chargebacks for: (i) customer disputes, (ii) unauthorized or improperly authorized transactions, (iii) transactions that do not comply with card network rules or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.

When a chargeback is issued, you are immediately liable to Creoate for the full amount of payment of the chargeback plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or the financial institutions handling the transaction).  You agree that Creoate may recover these amounts by debiting your account or setting off any amounts owed to you by us.  If we are unable to recover funds related to a chargeback for which you are liable, you will pay us the full amount of the chargeback immediately upon demand.  You agree to pay all costs and expenses, including without limitation, costs assessed by our payment processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid chargebacks unpaid by you.

License

Subject to the terms and conditions of these Terms, Creoate hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable limited right and license to use our Site, platform and Services, for your personal, non-commercial use.  The term of this license shall begin on the date that you complete registration into our Services, and shall end on the earlier date of either your: (i) final access, deletion or uninstall of our Service; or (ii) our termination, and at our sole and ultimate discretion.  Your license will terminate immediately if you attempt to circumvent any technical protection measures used in connection with our Site or Services.

You also hereby grant Creoate an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories throught the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver, create or transfer any post, original audio file, message, chat, files uploaded, data inputted, e-mails sent, or otherwise any content delivered to Creoate.  The aforementioned license shall be for the use and exploitation by Creoate throught the Internet and other communication means, including the right to use, reproduce, distribute, create derivative works from, modify and disseminate any content, in order for Creoate to provide its Services.  Notwithstanding the foregoing, Creoate does not claim any transfer or assignment of any ownership rights in any of your content, and the aforementioned license will not preclude any rights that you may have to use and exploit your content outside the Site.

In addition, you hereby grants to Creoate, an unlimited, non-exclusive, assignable, transferable, sublicensable, irrevocable, royalty free, perpetual and for all the countries and territories in the world, right and license to use, exploit any feedback, suggestion, enhancement, request, recommendation, correction or comment provided by you to us regarding the Site and/or the Services.

Ownership

Creoate retains or has any and all right, license, authorisation, title and/or interest to the Site, the Services and any components therefrom, including but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, videos, images, themes, settings, artwork, sound effects, musical works, and moral rights whether registered or not.  You hereby acknowledge that no title or ownership in the Site or Services is being transferred or assigned and that these Terms should not be construed as a sale or transfer of any rights or any content thereinto.

All rights not specifically granted under these Terms are hereby reserved by Creoate and/or its licensors.  Our intellectual property is protected by applicable laws and international treaties throughout the world.  Respective title holders may or may not be affiliated with us or our licensors, affiliates, partners and advertisers.

Parental Notice

Creoate encourages parents, legal guardians and responsible adults to be actively involved in the safe use of the Internet by children and minors.  Creoate does not knowingly provide its Services to persons under the age of eighteen (18).  If you are under such age, you can only use the Site under the direct supervision of your parent or legal guardian.  Participants over the age of eighteen (18) can use the Site freely, but are otherwise prohibited from providing Creoate with personally identifiable information of persons under the age of eighteen (18) without the consent of their parents or legal guardians.

Creoate does not knowingly collect any kind of information from any person under the age of thirteen (13), and will delete any related information thereto.  For more information, please read our Policy.

No Spam

We will not tolerate any massive delivery of unsolicited bulk communications to our users or to any third party, nor will we allow others to undertake through our Services or Site.  In compliance with the Controlling the Assault of Non Solicited Pornography and Marketing Act (‘CAN-SPAM Act’), any commercial electronic communication (“CEM”) that you receive from us, our partners, licensors, suppliers and affiliates, will require your prior consent to such communication.  Our CEMs will include measures in order for you to stop receiving them, usually through an unsubscribe link.  Please see our Policy for more information.

Digital Millennium Copyright Act (‘DMCA’) Notice

In compliance with the DMCA, you may contact us by email at hello@creoate.com in order to send us a notice regarding any copyright infringement matter.  You can review the DMCA text at the U.S. Copyright Office website.  We are ready to remove any allegedly or factually infringing content displayed on the Site, upon due notice and request by the title holder.

You must notify us of your claim with subject: “Takedown Request”.  Once received, Creoate will study and consider your claim and, if it believes or has reason to believe any content on the Site infringes on another’s copyright, Creoate may delete it, disable or otherwise stop displaying it.

Your notification claim must be in writing and must contain the following information, at the least: (i) your signature and identification, or the ones the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g. address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.

Third party links and platforms

The Site contains links to third party websites and platforms, all of which is necessary in order for us to provide our Services to you.  Such display, linking or connection does not imply any endorsement of such third party websites (or their products and services).

We do not always review the information, pricing, availability or fitness for use of such third party products and services, and they will not necessarily be available or error free or serve your purposes, and any use thereof is at your sole risk.  We do not make any endorsements or warranties, whether express or implied, regarding any products or third party websites, products and services.  Any linked websites are ruled by their privacy policies, terms and conditions and legal disclaimers.  Please read those documents, which will rule any interaction thereof.

Some or all of the images and content displayed on the Site are licensed and/or purchased stock photos, and are only for illustrative purposes, that is, they may not accurately purport the look and form of a certain item, product or service.

Advertising, Opt-out

We may support the Site and our Services through advertising and other commercial opportunities.  These advertisements may be tailored to the content of the Site, and the nature and extent of such advertising by us is subject to change without prior notice.  Please refer to our Policy for information regarding certain advertisement opt-out.

The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorised third party.  Through our newsletter, you may receive information according to your user preferences.  As our user, you will receive a conspicuous communication indicating your subscription thereof, and you will be able to select the amount and type of emails received by you.  If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications, and also in your account preferences.

Updates

Access to the Site may be terminated or suspended without prior notice or liability of Creoate.  You represent and warrant to us that you have all right, title, and interest to any and all content you may post, upload or otherwise disseminate through the Site.

Creoate hereby reserves the right to update, modify, change, amend, terminate or discontinue the Site, the Terms and/or the Policy, at any time and at its sole and final discretion.  Creoate may change the Site’s functionalities and (any) applicable fees at any time.  Any changes to these Terms will be displayed in the Site, and we may notify you through the Site or by email.  Please, refer to the date shown below for the date where effective changes were last undertook by us.  Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.

No endorsement

Any testimonial or review about our company, our products or our Services is made by the respective author and does not does not reflect Creoate’ opinions, nor do Creoate, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof.  The products, statements, images, texts, posts, information, photographs and other content and media displayed on or through the Site are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and  complete scope.  Some or all of the images shown in the Site are licensed and/or purchased stock photos, and are only shown for illustration purposes.

No Warranty

Neither Creoate, nor its affiliates, subsidiaries, officers, employees and agents warrantee that the Site will be error-free, uninterrupted, secure, or produce any particular results; or that any information, quick start guides, sheets, checklists, step-by-step guides, reference guides and/or sample filing forms will be current, useful and/or valid, or that it will produce any particular results or that the information obtained therefrom will be reliable or accurate.  No advice or information given by Creoate or its employees, affiliates, contractors and/or agents shall create a guarantee.

Neither Creoate nor its affiliates, licensors, owners, subsidiaries, brands or advertisers are an attorney or a professional advisor in any industry.  The results described in the Site are not typical and will vary based on a variety of factors outside the control of Creoate.  Your use of any information and/or materials on this Site is entirely at your own risk, for which we shall not be held liable.

Disclaimer of Damages

To the fullest extent allowable under applicable law, Creoate hereby expressly disclaims any and all representations and warranties of any kind with respect to the Site, including any and all liability arising out of or related to any purported facts or information and description of any information, products and/or Services displayed on our Site, including all warranties of any kind, whether express or implied; including, without limitation, warranties of title, merchantability, accuracy, completeness, reliability, suitability, fitness for a particular purpose or non-infringement.

Your use of our Site is at your own risk, and therefore you hereby acknowledge and agree that we supply our Site and Services “as is”, “with all faults”, and “as available”, including all content, quick start guides, sheets, checklists, step-by-step guides, reference guides, sample filing forms, software, materials, services, functions, and/or information made available thereby. It shall be your own responsibility to ensure that any products, Services or information available through this Site meet your specific requirements.

Limitation of Liability

In no event shall Creoate be liable to you or to any third party for any direct, indirect, incidental, consequential, special, exemplary or punitive damages, including but not limited to: damages for business interruption, loss of profits, loss of data, computer or software failure or inaccessibility or any other type of personal damages or losses arising out of or related to your use of or inability to use the Site; however caused or however awarded, regardless of the theory of liability applied (including contract, warranty or tort), whether active, passive or imputed, including negligence, strict liability, product liability or other legal theory, regardless of the product or service offered by action or inaction by merchant; and even if you have been advised of the possibility of such damages.

In recognition of the relative risks and benefits of the Services provided via the Site, to both Creoate and the customer, the risks have been allocated such that you, our customer, hereby acknowledges and agrees, to the fullest extent permitted by law, to limit the maximum cumulative liability of Creoate to you for any and all claims, losses, costs, damages of any nature, arising out of or related to your use of the Site and any Services thereon or whatsoever claims expenses from any cause or causes (including reasonable attorneys’ fees and costs and expert witness fees and costs), to the amount that is or results inferior among: (i) the amount paid, if any, by you to us in connection with the Site and any Services during the twelve (12) months prior to the action giving rise to such liability; or (ii) £100 (One Hundred Great British Pounds).

Certain jurisdictions do not allow the exclusion or limitation of implied warranties or damages.  Henceforth, if you fall under rule of such jurisdictions, part or all of the disclaimers or liability limitations mentioned herein may not apply to you, and you might have additional rights not limited by law.

Indemnification, release

You agree to indemnify, defend and hold Creoate and its independent contractors, affiliates, subsidiaries, officers, employees and agents, and their respective employees, agents and representatives, harmless from and against any and all actual or threatened proceedings (at law or in equity), suits, actions, damages, claims, deficiencies, payments, settlements, fines, judgments, costs, liabilities, losses and expenses (including, but not limited to, reasonable expert and attorney fees and disbursements) arising out of, caused or resulting from: (i) your conduct as Participant and/or Supplier; (ii) your violation of these Terms or our Policy; or (iii) your violation of the rights of any third-party.

Generals

Assignment. You may not assign or transfer these Terms by operation of law or otherwise without our prior written consent.  Notwithstanding the foregoing, we may assign any rights or obligations hereunder.  Any rights not expressly granted herein are thereby reserved.  These terms will inure to the benefit of any successors of the parties.  We reserve the right, at any time, to transfer some or all of Creoate’ assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

Customer support. Creoate shall be responsible for addressing any and all customer claims by you relating to the Site or use thereof, including but not limited to: (i) any product liability claim; (ii) any claim that our Site fails to conform to any applicable law; and (iii) any claim arising under consumer protection or similar legislation.  You can contact Citizens Advice with inquires about your consumer rights.  They can also refer your complaint to local Trading Standards officers who may then investigate on your behalf.  Their phone is 0345 404 0506, and their website is www.which.co.uk/consumer-right.

Force Majeure. Creoate is no liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond Creoate’ reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure.

No Waiver. Failure by Creoate to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

No Relationship. You and Creoate are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

Notices. Any notices or communications among the parties to these Terms shall be done in writing and shall be delivered to any address the parties may provide.  For communications by e-mail, the date of receipt will be the one in which confirmation receipt notice is obtained.

Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms will remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

Applicable Law. Your use of this Site and any cause of action, claim and/or dispute that might arise between the parties hereon, shall be subject to the laws of the United Kingdom, without regard to its conflict of law principles.

Forum. You agree that any dispute arising from or relating to these Terms will be heard solely by a court or tribunal of competent jurisdiction in or nearest to the city of London, United Kingdom.  If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.  You agree that the unsuccessful party in any dispute arising from or relating to these Terms will be responsible for the reimbursement of the successful party’s reasonable attorney’s fees, court costs, and disbursements.

Waiver of Class Actions, Non-Individualized Relief. You acknowledge and accept that claims brought against Creoate shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding.  Unless otherwise agreed by you and Creoate, you may not adjoin or consolidate any claim with more than one person’s; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.

Waiver of Jury Trial. The parties herein waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes be resolved by a competent judge.

Language.  Creoate may provide a translation of the English version of these Terms into other languages; and any translation thereof is only for convenience and the English version shall prevail.

Contact

If you have any questions or queries about us, our Site, our Services, our Policy or these Terms, please contact us by email to hello@creoate.com.