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Retailer Terms and Conditions

The latest version of our retailer terms and conditions, dated 1st January 2022 can be found below.

WHEREAS:

(A) Zopa Embedded Finance Limited is duly authorised to carry on limited permission lending under the Financial Services and Markets Act 2000; and Zopa Embedded Finance Limited and the Retailer wish to set out the Terms and Conditions on which the Retailer shall place its products with Zopa Embedded Finance Limited.

IT IS HEREBY AGREED as follows:

  • 1. DEFINITIONS AND INTERPRETATION:

    • 1.1. Capitalised terms not otherwise defined herein have the meanings given to them in the Order Form. The following words and expressions shall have the following meanings:

      “Affiliate” means in respect of an entity, another entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with the subject entity. “Control”, for purposes of this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or polices of another whether through the beneficial ownership of more than fifty per cent (50%) of the issued share capital, by agreement or otherwise and “Controlled” and “Controlling” shall be construed accordingly.“Agreed Purpose” means the introduction by the Retailer to DivideBuy of individuals wishing to enter into a Credit Agreement for the purchase of Goods or Services, with such Goods or Services being fulfilled by the Retailer.

      “Agreement” means the Order Form and these Terms and Conditions.

      “Application Form” means the DivideBuy application form (pursuant to which the Retailer is asked to demonstrate its achievement of the DivideBuy criteria) signed by the Retailer.

      “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      “Charges” means the subsidy, commissions and other sums payable by the Retailer to DivideBuy as set out in the Order Form.

      “Completion” or “Completed” means the completion of all parts of the Services or delivery of the Goods in full for the relevant Customer’s purchase.

      “Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, clients, customers, products, affairs and finances of either Party, and trade secrets including, without limitation, technical data and know-how relating to the business of either Party, in each case whether or not identified as confidential.

      “Credit Agreement” means an unregulated credit agreement entered into between the Customer and DivideBuy.

      “Customer” means any person who orders Goods or Services from the Retailer and who has entered into a Credit Agreement for the payment (or part payment) of such Goods or Services.

      “Customer Order” means an order for the Goods or Services placed by a Customer with the Retailer which DivideBuy agrees shall be paid for pursuant to a Credit Agreement with DivideBuy.

      “Data Protection Legislation” means all laws applicable from time to time relating to the processing of personal data and/or privacy, including (a) the UK Data Protection Act 2018, (b) the EU General Data Protection Regulation 2016/679 (“GDPR”) as it forms part of the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (the “UK GDPR”), (c) the GDPR, and (d) the Privacy and Electronic Communications Regulations 2003.

      “Deletion Fee” means the fee payable by the Retailer to cover Divide Buy’s costs associated with the removal of software.

      “DivideBuy Fees” has the meaning given to it in clause 6.8.

      “DivideBuy Services” has the meaning given to it in clause 4.1.

      “FCA” means the Financial Conduct Authority of 12 Endeavour Square, London E20 1JN or any success or regulatory body.

      “Force Majeure” means any cause preventing either Party from performing any or all of its obligations which arises from or is attributable to circumstances beyond the reasonable control of the Party so prevented, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the Party so prevented or of any other party), act of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure, breakdown of plant or machinery, fire, flood, storm, disease, epidemic, default of suppliers or sub-contractors, difficulties or increased expense in obtaining raw materials, labour, fuel, parts or machinery, or import or export regulations or embargoes.

      “Goods” means the Retailer’s products which are purchased pursuant to a Customer Order.

      “Intellectual Property Rights” means all vested, contingent and future intellectual property rights including but not limited to patents, goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, domain names in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created.

      “Marketing Materials” means any banners, logos, text or other advertising or promotional materials provided by DivideBuy to the Retailer from time to time which serve to advertise the option to order the Goods or Services from the Retailer under the terms of a Credit Agreement.

      “Order Form” means the order form forming the front sheet to these Terms and Conditions.

      “Public Company” means a company whose shares are traded freely on a stock exchange (and “Public Companies” shall be construed accordingly).“Renewal Term” has the meaning given to it in clause 7.1.

      “Retailer Personnel” means any director, employee, agent or subcontractor of the Retailer, or any person connected with the retailer (as defined by section 252 of the Companies Act 2006).

      “Retailer Terms” means the Retailer’s terms and conditions in respect of the supply of the Goods or Services which apply to Customer Orders.

      “Retailer’s Website” means the Retailer’s website upon which it sells the Goods or Services.

      “Services” means the Retailer’s services which are purchased pursuant to a Customer Order.

      “Shared Personal Data” the personal data which is shared between the Retailer and DivideBuy.

      “Tier” is the term given to distinguish between the different types of retailer depending on the number of employees the retailer employs.

      “Terms and Conditions” means these terms and conditions.

    • 1.2. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, references to any gender shall include all other genders and references to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality. References to the word “include” or “including” are to be construed without limitation.

    • 1.3. The summary and headings are for convenience only and shall not affect the interpretation of any provision of the Agreement.

    • 1.4. References to any enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such enactment as amended or replaced from time to time (or under such a modification or re-enactment).

    • 1.5. Any reference to “day”, “month” or “year” shall mean a calendar day, calendar month or calendar year.

    • 1.6. Any reference to “writing” or “written” includes faxes but does not include writing on the screen of a visual display unit, telexes or e-mail (except where specified otherwise in these Terms and Conditions).

    • 1.7. References to times of the day are to London time and references to a day are to a period of 24 hours running from midnight.

    • 1.8. The Order Form forms part of the Agreement and any reference to the Agreement includes the Terms and Conditions and the Order Form.

    • 1.9. The terms ‘personal data’, ‘data subject’, ‘controller’, ‘process’, ‘personal data breach’, ‘special categories of data’ and ‘supervisory authority’ have the meanings set out in the UK GDPR.


  • 2. BASIS OF AGREEMENT:

    • 2.1. As at the date of the Agreement, DivideBuy is duly authorised to carry on limited permission lending under the Financial Services and Markets Act 2000. The Agreement governs the relationship between DivideBuy and the Retailer where a Customer places a Customer Order.

    • 2.2. The Agreement constitutes the basis of the agreement between DivideBuy and the Retailer and comprises the Order Form and these Terms and Conditions.

    • 2.3. The Agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, and any terms and conditions which the Retailer seeks to impose, relating to its subject matter.

    • 2.4. Nothing in the Agreement shall grant the Retailer authority to (a) grant or amend business on behalf of DivideBuy, (b) commit DivideBuy by contract or otherwise, (c) impose any obligation or liability on DivideBuy, (d) alter any document or Credit Agreement, (e) negotiate or settle any claim on behalf of DivideBuy, or give credit or effect instalments in the name of DivideBuy.

    • 2.5. No variation of the Agreement shall be valid or effective unless it is in writing, refers to the Agreement and is signed or executed by, or on behalf of, each Party.



  • 3. DIVIDEBUY WEBSITE:

    • 3.1. In the event that the Agreement requires the Retailer to access the DivideBuy Website for purposes connected with the Agreement, any use thereof shall be subject to, and the Retailer agrees to comply with, the terms of use on the DivideBuy Website.



  • 4. DIVIDEBUY SERVICES

    • 4.1. DivideBuy will use its reasonable endeavours to provide the following services:,

      • 4.1.1. consideration of applications for Credit Agreements from customers and where agreed by DivideBuy (at its sole discretion) enter into Credit Agreements with Customers from time to time (including on the rates and other commercial terms agreed); and

      • 4.1.2. online support to the Retailer which DivideBuy considers is required in connection with the arrangement, which may include installing an API, supplying a white label/custom branded platform, telephone order system, and/or full online integration, (together, the “DivideBuy Services”).

    • 4.2. DivideBuy warrants, represents and undertakes that:

      • 4.2.1. it has full capacity and authority to enter into and to perform the Agreement; and

      • 4.2.2. the Agreement is executed by an authorised representative of DivideBuy.

    • 4.3. The Retailer acknowledges and agrees that DivideBuy shall be entitled to accept or decline any request for credit at its sole discretion.



  • 5. RETAILER OBLIGATIONS

    • 5.1. The Retailer warrants, represents and undertakes that:

      • 5.1.1. it owns the Goods and has the right to sell, and shall supply, the Goods and/or the Services;

      • 5.1.2. the Goods and Services shall comply in all material respects with their most recent published specification and/or description and will be supplied with reasonable skill and care;

      • 5.1.3. the Goods and Services shall comply with all express and implied terms of the Terms and Conditions, the Sale of Goods Act 1979, the Sale and Supply of Goods and Services Act 1982 and the Consumer Rights Act 2015;

      • 5.1.4. all goods sold and/or services provided to DivideBuy and/or a Customer, and obligations carried out, under or in connection with the Agreement shall be provided with the levels of care, skill and diligence reasonably to be expected of an established, competent and experienced provider of the Goods and/or Services, with reasonable skill and care and in accordance with current best practice in the Retailer’s industry;

      • 5.1.5. all personnel engaged by the Retailer under or in connection with the Agreement have the necessary skills, expertise and diligence to undertake such work;

      • 5.1.6. it will use all reasonable endeavours to ensure that it meets the Customer’s requirements for the times and dates of delivery of the Goods or Services at all times;

      • 5.1.7. it will process Personal Data provided to it by Customers and/or DivideBuy in compliance with the Data Protection Legislation;

      • 5.1.8. it has and will maintain in force for the Term all licences, permissions, authorities, consents and permits required by it to perform its obligations under the Agreement; and

      • 5.1.9. it will only make the Goods and/or Services available to Customers based in the UK.

    • 5.2. The Retailer agrees and acknowledges that DivideBuy is under no obligation to provide credit to any customers

    • 5.3. If the Retailer is in Tier 3 or Tier 4 it shall procure that no member of the Retailer Personnel enters into a Credit Agreement

    • 5.4. The Retailer warrants, represents and undertakes that:

      • 5.4.1. it has full capacity and authority to enter into and to perform the Agreement;

      • 5.4.2. the Agreement is executed by an authorised representative of the Retailer;

      • 5.4.3. there are no actions, suits or proceedings or regulatory investigations pending or, to its knowledge, threatened against or affecting the Retailer before any court or administrative body or arbitration tribunal that might affect its ability to meet and carry out its obligations under the Agreement; and

      • 5.4.4. it will execute all documents and do all such acts as DivideBuy may require to give effect to DivideBuy’s obligations under the Agreement.

    • 5.5. The Retailer agrees to include digital banners promoting the DivideBuy Services on its website in a prominent position visible to Customers visiting the Retailer’s home page, category pages and individual product pages, in the form and manner reasonably requested by DivideBuy from time to time.

    • 5.6. The Retailer appoints DivideBuy as its exclusive provider of credit to the Retailer’s customers for the Term, provided that this exclusivity may be waived for certain providers with prior approval in writing by DivideBuy, from time to time. The DivideBuy Services are provided to the Retailer on a non-exclusive basis and DivideBuy shall be entitled to provide the same or similar services to other retailers.

    • 5.7. The Retailer shall make available to Customers on its website any such information as DivideBuy may reasonably request, including a copy of the terms of a Credit Agreement as amended by DivideBuy from time to time.

    • 5.8. The Retailer shall display the Marketing Materials in accordance with any reasonable instructions of DivideBuy from time to time.

    • 5.9. The Retailer shall, during the Term and for a period of 5 years following expiry or termination of the Agreement, maintain professional indemnity insurance and public liability insurance at the levels set out in the Order From and shall provide to DivideBuy, on request, evidence of the existence of such insurance policy and of payment of the current premia.



  • 6. TERMS OF PAYMENT AND REVIEW

    • 6.1. Subject to clause 6.2 below, DivideBuy shall pay the Price to the Retailer upon Completion of the Services and/or delivery of the Goods.

    • 6.2. DivideBuy reserves the right to require Retailers to provide evidence proving that the Services have been completed and/or the Goods have been delivered to the Customer’s satisfaction and to withhold payment until it has received such evidence as it considers satisfactory.

    • 6.3. The Price is inclusive of any VAT chargeable by the Retailer in connection with the supply of Goods or Services pursuant to the Customer Order. For the avoidance of doubt, DivideBuy shall not be liable in respect of any VAT charge in connection with a Customer Order, whether payable at the time of the Customer Order or at a later date.

    • 6.4. In the event that a Customer cancels its Customer Order or the Credit Agreement, or the Goods or Services are otherwise not Completed or delivered in accordance with the terms of the Credit Agreement or the Retailer Terms or not Completed or delivered within a reasonable period of time (a “Customer Cancellation”), the Retailer shall pay to DivideBuy within 7 days (a) of receipt by the Retailer of cancelled Goods or Services or (b) of written demand from DivideBuy, (whichever is the earlier), or DivideBuy shall deduct from the sums owing to the Retailer, at its discretion, an amount equal to sums paid by DivideBuy to the Retailer in respect of the Customer Order which is the subject of the Customer Cancellation.

    • 6.5. Both Parties acknowledge that Customers have the right to withdraw from their respective Credit Agreements without reason within 14 days from the day following the date of purchase, and in the event of any such withdrawal the Retailer shall reimburse the Price to DivideBuy in accordance with clause 6.4 above.

    • 6.6. In the event that the number of Customer Cancellations exceeds the Customer Cancellation Limit, DivideBuy is entitled to charge the Administration Fee in respect of all Customer Cancellations during that calendar month. For the avoidance of doubt, where a Customer Cancellation relates to a single Customer Order comprising multiple Goods or Services, the Administration Fee will be charged once in respect of each Customer Order (regardless of the number of Goods or Services to be provided thereunder).

    • 6.7. In addition, and without prejudice to the foregoing, the Retailer shall pay to DivideBuy within 7 days of written demand from DivideBuy, or DivideBuy shall deduct from the sums owing to the Retailer, at its discretion, an amount equal to:

      • 6.7.1. any sums paid to the Retailer in error;

      • 6.7.2. any sums paid to the Retailer under the Agreement where the Retailer has failed to comply with the terms and provisions of the Agreement;

      • 6.7.3. any sums paid to the Retailer, its directors, officers and/or employees who have acted fraudulently;

      • 6.7.4. any sums not paid to DivideBuy by the Customer in the event of any dispute prior to, during or after the provision of the Goods or Services; and

      • 6.7.5. sums paid under a Credit Agreement applied for by any Retailer Personnel.

    • 6.8. DivideBuy shall be entitled to (at its discretion) either deduct from the amounts payable to the Retailer prior to making payment to the Retailer, or raise an invoice at the end of each month, in respect of:

      • 6.8.1. the aggregate Processing Fee and Access Fee;

      • 6.8.2. the aggregate amount of Administration Fees; and (together the “DivideBuy Fees”), in each case for that month, and the Retailer shall make the payment by way of direct debit within 14 days of the date of any invoice issued by DivideBuy pursuant to this clause 6.8.

    • 6.9. Save as otherwise required by law all payments under the Agreement shall be made in pounds sterling unless the Parties otherwise agree in writing.

    • 6.10. Where the sale is in relation to goods, DivideBuy shall be entitled to issue a self-billing invoice to act a sales invoice for the Retailer on fulfilment of a Customer Order. Such self-billing invoice shall consist of the total value of the Customer Order, less the Rate Amount. Where the sale is in relation to a service, DivideBuy will issue a remittance advice and commission invoice to the Retailer that DivideBuy will pay the Retailer against.

      Download the self-billing agreement
      here.

    • 6.11. DivideBuy reserves the right to conduct an annual review of the calculation and payment of the Commission, the DivideBuy Fees and/or Customer Orders, and, following completion of such review, make reasonable changes to the Commission and/or DivideBuy Fees on providing 3 months’ written notice to the Retailer. The Retailer shall pay any additional sums within 30 days of the date of any invoice relating to any shortfall identified as part of such reconciliation process.



  • 7. TERM AND TERMINATION

    • 7.1. The Agreement shall commence on the Commencement Date and, subject to clause 7.3, shall continue in force for the Initial Term. On expiry of the Initial Term, the Agreement shall automatically renew for successive one-year periods (each a “Renewal Term”) unless and until terminated in accordance with its terms.

    • 7.2. Either Party shall be entitled to terminate the Agreement without cause on 3 months’ written notice to the other, to expire on or after the expiry of the Initial Term or the then-current Renewal Term.

    • 7.3. Either Party may terminate the Agreement immediately:

      • 7.3.1. if the other Party commits any material breach of the Agreement and, in the case of a breach capable of remedy, fails to remedy it within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or

      • 7.3.2. in the event that the other Party is involved in legal proceedings concerning its solvency, or ceases or threatens to cease trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of a solvent amalgamation or reconstruction, or makes any arrangement with its creditors or an administration order is made or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other Party or notice of intention to appoint an administrator is given by the other Party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or the other Party has a receiver or administrative receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any analogous event occurs in any jurisdiction.

    • 7.4. DivideBuy may terminate or suspend the Agreement immediately in the event that it, in its sole discretion, considers that to maintain the relationship with the Retailer would adversely affect either: (i) the Customer(s); or (ii) DivideBuy’s business and/or reputation.

    • 7.5. The expiry or termination of the Agreement (for whatever reason) shall not terminate any provision or obligation which is expressly or by implication provided to come into or continue in force after such termination (including without limitation obligations to pay fees and clauses 6, 11, 12 and 13) and shall be without prejudice to the accrued rights and liabilities and other remedies of the parties to the Agreement.

    • 7.6. In the event that the Agreement is terminated by DivideBuy pursuant to clause 7.3 or by the Retailer within six months following expiry of the Initial Term, the Retailer shall pay to DivideBuy the Deletion Fee in order to cover DivideBuy’s costs associated with the removal of software. The Parties acknowledge and agree that such costs are a genuine pre-estimate of the loss which would be suffered by DivideBuy in the event that the Agreement was terminated at this point



  • 8. INFORMATION

    • 8.1. The Retailer shall notify DivideBuy immediately and in writing:

      • 8.1.1. of any change in its business address;

      • 8.1.2. in respect of Retailers in Tiers 3 and 4 only, of all changes in the ownership, directors, partners or controllers of the Retailer particularly where a shareholding of 15% or more is involved, and, with the exception of Public Companies, of all changes in the name or trading name of the Retailer and any material change in capital structure;

      • 8.1.3. if any owner, partner, director or controller of the Retailer is or becomes convicted of any criminal offence;

      • 8.1.4. if there is any material change in the cover afforded by the Retailer’s insurance or if it cannot comply with the minimum level required by any applicable statutory enactment or regulation as amended from time to time; and

      • 8.1.5. of any other material change in its circumstances including but not limited to its ownership, capital structure or financial situation which may affect its capacity to carry out its obligations under the Agreement

    • 8.2. In connection with the Agreement, the Retailer has provided DivideBuy with a completed Application Form and, in submitting the Application Form, the Retailer expressly authorises, to the extent legally permitted, DivideBuy to obtain access to all such bank, employment and other records as DivideBuy may deem necessary to verify the information provided in the Application Form.

    • 8.3. The Retailer hereby represents and warrants to DivideBuy that:

      • 8.3.1. the information given in the Application Form to DivideBuy is true and complete in all material respects; and

      • 8.3.2. the Retailer shall immediately inform DivideBuy of any material changes to the information supplied in the Application Form.

    • 8.4. The Retailer shall provide such information as DivideBuy reasonably requires, subject to applicable legislation.



  • 9. COMPLIANCE

    • 9.1. Each Party is responsible for compliance with all its respective legal, licensing and regulatory requirements including industry codes of practice (whether imposed under any law or by the FCA or otherwise) applicable to its business.

    • 9.2. In the event of any changes to applicable laws or the introduction of any regulatory requirements which affect or may affect the Agreement or the regulatory status of either party, DivideBuy shall be entitled to update the terms of the Agreement without the prior consent of the Retailer.

    • 9.3. Subject to the provisions in respect of termination in clause 7 of these Terms and Conditions, where one Party’s compliance with its respective legal, licensing and regulatory requirements including industry codes of practice necessarily requires assistance and/or information from the other Party, that other Party shall use reasonable endeavours to provide such assistance and/or information to the requesting Party as is reasonable in the circumstances.

    • 9.4. The Retailer shall:

      • 9.4.1. comply with all applicable laws, regulations, codes and sanctions relating to anti-slavery, anti-bribery and anti-corruption, including but not limited to the Modern Slavery Act 2015 and the Bribery Act 2010 (“Relevant Requirements”);

      • 9.4.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

      • 9.4.3. have and maintain in place throughout the term of the Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and clause 9.4.1, and will enforce them where appropriate; and



  • 10. INTELLECTUAL PROPERTY

    • 10.1. All Intellectual Property Rights in any materials, works and documents and computer software and hardware belonging to DivideBuy and/or held on behalf of DivideBuy and/or relating to business conducted under the Agreement or for and on behalf of DivideBuy and in the possession of the Retailer shall at all reasonable times be available to DivideBuy and remain owned by DivideBuy or its licensors.

    • 10.2. If the Agreement is terminated or notice of termination is given, all such intellectual property as listed in clause 10.1 above must be delivered or returned to DivideBuy by the Retailer forthwith.

    • 10.3. DivideBuy grants to the Retailer a non-exclusive, royalty free licence to use the Marketing Materials for the Term for the Agreed Purposes.

    • 10.4. The Retailer grants DivideBuy a non-exclusive, royalty free licence to reproduce, adapt or otherwise make use of its name, trademarks, designs or Goods or Services imagery for the Term in any format for use in connection with the DivideBuy Services.

    • 10.5. Save as otherwise provided in the Agreement, the Parties shall not use or make use of any of the other Party’s Intellectual Property Rights, name, trademarks, service marks or logos without first obtaining the written consent and approval of the other Party.



  • 11. CONFIDENTIALITY

    • 11.1. Except to the extent set out in this clause 11, or where disclosure is expressly permitted elsewhere in the Agreement, each Party shall:

      • 11.1.1. treat the other Party’s Confidential Information as confidential; and

      • 11.1.2. not disclose the other Party’s Confidential Information to any other person without the owner’s prior written consent.

    • 11.2. Clause 11.1 shall not apply to the extent that:

      • 11.2.1. such information was in the possession of the party making the disclosure, without obligation of confidentiality, prior to its disclosure;

      • 11.2.2. such information was obtained from a third party without obligation of confidentiality;

      • 11.2.3. such information was already in the public domain at the time of disclosure otherwise than through a breach of the Agreement; or

      • 11.2.4. such information was independently developed without access to the other party’s Confidential Information.

    • 11.3. The Parties may only disclose each other’s Confidential Information to its Personnel who need to know the information. Each Party shall ensure that such its Personnel are aware of, and comply with, these confidentiality obligations.

    • 11.4. The Parties shall not, and shall procure that each of their Personnel do not, use any of the other Party’s Confidential Information received otherwise than for the purposes of the Agreement.

    • 11.5. The Retailer undertakes (except as may be required by law or in order to instruct professional advisers in connection with the Agreement) not to:

      • 11.5.1. disclose or permit disclosure of any details of the Agreement to the news media or any third party; or

      • 11.5.2. disclose that the DivideBuy is a customer or client of the Retailer; or

      • 11.5.3. use DivideBuy’s name or brand in any promotion or marketing or announcement without the prior written consent of DivideBuy.

    • 11.6. Nothing in this clause 11shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other Party’s Confidential Information or an infringement of rights in Intellectual Property.



  • 12. DATA PROTECTION

    • 12.1.The Parties agree that each of them acts as a separate data controller in respect of the Shared Personal Data, and shall process it for the Agreed Purpose, and shall not process it in a way which is incompatible with the Agreed Purpose.

    • 12.2.Each Party shall (and shall ensure that any subcontractors shall):

      • 12.2.1.comply with their respective obligations under the Data Protection Legislation;

      • 12.2.2.process the Shared Personal Data on the basis of one of the lawful grounds listed in the Data Protection Legislation; and

      • 12.2.3.obtain all permissions and consents necessary to disclose the Shared Personal Data to the other Party.

    • 12.3.Each Party shall ensure that (to the extent of its reasonable knowledge and belief) the personal data it discloses to the other Party is accurate and up-to-date.

    • 12.4.Each Party shall, in respect of Shared Personal Data, ensure that their privacy notices are clear and provide sufficient information to Customers and any other affected data subjects for them to understand what of their personal data is being shared, the circumstances in which it will be shared, the purposes for the data sharing and either the identity of the other Party, or a description of the type of organisation that will receive the personal data. The Retailer shall make a copy of DivideBuy’s privacy notice clearly available to customers at or immediately prior to the point of purchase.

    • 12.5.Each Party shall assist the other party in complying with the applicable requirements of the Data Protection Legislation. Without limiting the foregoing, each Party shall:

      • 12.5.1.provide the other party with reasonable assistance in relation to any complaints or allegations in relation to the processing of the Shared Personal Data;

      • 12.5.2.provide reasonable assistance to the other party in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

      • 12.5.3.notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation involving any of the Shared Personal Data; and

      • 12.5.4.provide reasonable assistance to the other party as is necessary to facilitate the investigation, handling, reporting and mitigation of the effects of any personal data breach affecting any of the Shared Personal Data in an expeditious and compliant manner.

    • 12.6.Taking into account the latest standards of security measures, the costs of implementation and the nature, scope, context and purposes of the data sharing, as well as the risk to the rights and freedoms of natural persons, each Party shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, and adequate and appropriate measures for backup and recovery.



  • 13. INDEMNITY

    • 13.1. The Retailer shall indemnify, and keep indemnified, DivideBuy (and hold DivideBuy harmless) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) arising out of or in connection with:

      • 13.1.1.any breach of the warranty or warranties contained in clause 5;

      • 13.1.2.the Retailer’s breach or negligent performance or non-performance of its obligations under the Agreement;

      • 13.1.3.any claim made by a Customer in connection with an alleged failure to provide Goods or Services that comply with the terms of the Consumer Rights Act 2015 or that comply with their most recent published specification and/or description, to deliver the Goods or Services in a timely manner, provide support for the Goods or Services or any other undertaking by the Retailer in relation to the supply, use or replacement of Goods or Services;

      • 13.1.4.any claim made against DivideBuy by a third party arising out of or in connection with the supply of the Goods or Services, to the extent that such claim arises out of breach, negligent performance or failure or delay in performance of the Agreement by the Retailer, its employees, agents or subcontractors;

      • 13.1.5.any claim made against DivideBuy by a third party for death, personal injury or damage to property arising out of or in connection with the supply or use of defective Goods or Services;

      • 13.1.6.any breach of the obligations listed in clause 12, or of the Data Protection Legislation; and/or

      • 13.1.7. any liability arising as a result of section 75 of the Consumer Credit Act 1974

    • 13.2. If any third party makes a claim against, or notifies an intention to make a claim against DivideBuy which may reasonably be considered as likely to give rise to a liability under the indemnity in this clause 13 (“Relevant Claim”), DivideBuy shall:

      • 13.2.1. give written notice of that matter to the Retailer, specifying in reasonable detail the nature of theM Relevant Claim;

      • 13.2.2. not make any admission of liability, agreement or compromise in relation to the Relevant Claim without notifying the Retailer;

      • 13.2.3. provide reasonable assistance to the Retailer for the purposes of assessing the Relevant Claim, at the Retailer’s cost; and

      • 13.2.4. subject to the Retailer indemnifying DivideBuy to DivideBuy’s reasonable satisfaction against any liability, costs, damages or expenses which may be incurred, take such action as the Retailer may reasonably request to avoid, dispute, resist, compromise or defend the relevant claim, at the Retailer’s cost



  • 14. FORCE MAJEURE

    • 14.1. If either Party is prevented or delayed in the performance of any of its obligations under the Agreement by Force Majeure, that Party shall immediately serve notice in writing on the other Party specifying the nature and extent of the circumstances giving rise to Force Majeure, and shall, subject to service of such notice, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events, and for such time after they cease as is necessary for that Party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations under the Agreement.

    • 14.2. If either Party is prevented from performance of its obligations for a continuous period in excess of 3 months, the other Party may terminate the Agreement immediately on service of written notice upon the Party so prevented, in which case neither Party shall have any liability to the other except that rights and liabilities which accrued: (i) prior to such Force Majeure; and (ii) to the extent not affected by the Force Majeure, prior to termination, shall continue to subsist

    • 14.3. The Party claiming to be prevented or delayed in the performance of any of its obligations under the Agreement by reason of Force Majeure shall use reasonable endeavours to bring the Force Majeure event to a close or to find a solution by which the Agreement may be performed despite the continuance of the Force Majeure event.



  • 15. NO PARTNERSHIP OR AGENCY

  • Nothing in the Agreement is intended to or shall operate to create a partnership, joint venture or other relationship of any kind between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of, make commitments, or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).



  • 16. COMPLAINTS

  • Each Party will notify the other promptly on receipt of any complaint from a Customer relating to the subject matter of the Agreement.



  • 17. DELIVERY OF GOODS

    • 17.1. Where Goods are to be delivered to a Customer by the Retailer, they must be delivered to the home address of the Customer specified in the Customer Order. In all cases, Goods ordered by Customers pursuant to a Credit Agreement must be delivered by the Retailer to the Customer promptly and in accordance within any timescales agreed with the Customer.

    • 17.2. Title in the Goods ordered by Customers pursuant to a Credit Agreement shall pass to DivideBuy on execution of the relevant Credit Agreement or, for Goods not in existence on execution of the relevant Credit Agreement, when the Goods come into existence.

    • 17.3. Risk in the Goods will remain with the Retailer until delivery to the Customer and the Retailer remains fully responsible for the Goods prior to delivery. The Retailer shall implement and maintain appropriate levels of insurance with a reputable insurance company for the Goods prior to delivery (including without limitation in respect of transporting the Goods).

    • 17.4. If a Customer alleges that the Retailer has not delivered Goods to the Customer within agreed timescales, the Retailer must produce written or electronic proof of delivery of the Goods to the Customer’s home address within 7 days of DivideBuy’s request for such proof. If DivideBuy does not receive such proof of delivery within such 7-day period, then, within 7 days of receipt of a demand from DivideBuy, the relevant Credit Agreement in relation to the Goods will be cancelled by DivideBuy and DivideBuy will not make payment in respect of those Goods to the Retailer. To the extent any payments have already been made to the Retailer pursuant to the relevant Credit Agreement, the Retailer shall pay to DivideBuy within 7 days of written demand from DivideBuy, or DivideBuy shall deduct from the sums owing to the Retailer, at its discretion, an amount equal to sums paid by DivideBuy to the Retailer in respect of the relevant Customer Order.



  • 18. RETURN OF GOODS

  • In the event that there is any dispute between the Retailer and a Customer as to whether the Goods which are the subject of a Credit Agreement have been returned to the Retailer then, as between the Retailer and DivideBuy, the Customer shall have been deemed to have returned the Goods to the Retailer.



  • 19. CONFLICTS OF INTEREST

  • The Parties will adopt and/or maintain procedures to ensure that each has in place arrangements for the identification and management of any conflicts of interest that may arise in relation to the business subject to the Agreement.



  • 20. LIMITATION OF LIABILITY

    • 20.1. Subject to clauses 20.2 and 20.3, the maximum liability of DivideBuy and its Affiliates under and in connection with any breach of the Agreement in any contract year shall not exceed an amount equivalent to the total Commission paid by the Retailer in that contract year.

    • 20.2. Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence; fraud; and/or fraudulent misrepresentation.

    • 20.3.Subject to clause 20.2, DivideBuy shall not be liable for any of the following (whether direct or indirect):

      • 20.3.1.loss of profit;

      • 20.3.2.loss or corruption of data;

      • 20.3.3.loss of use;

      • 20.3.4.loss of production;

      • 20.3.5.loss of contract;

      • 20.3.6.loss of opportunity;

      • 20.3.7.loss of savings, discount or rebate (whether actual or anticipated); or

      • 20.3.8.harm to reputation or loss of goodwill.

    • 20.4. Where a Customer is unsatisfied with the Goods or Services and requests a refund (in whole or in part) and/or compensation, the Parties agree that, notwithstanding which Party the request for refund is directed to, the Retailer remains at all times fully liable to the Customer in respect of such refund. The Retailer shall indemnify and keep indemnified DivideBuy (and hold DivideBuy harmless) against all liabilities, costs, expenses, damages and losses (calculated on a full indemnity basis) arising out of or in connection with any such request for refund and/or compensation.



  • 21. RIGHTS OF THIRD PARTIES

  • Except as expressly provided herein, no term of the Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a Party to the Agreement. DivideBuy’s Affiliates shall be entitled to the benefits and rights granted to DivideBuy under the Agreement and shall be entitled to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.



  • 22. NOTICES

    • 22.1. A notice given to a Party under or in connection with the Agreement shall be in writing and sent to the Party at the address or e-mail address set out in the Order Form or as otherwise notified in writing to the other Party.

    • 22.2. The following table sets out methods by which a notice may be sent and, if sent by that method, the corresponding deemed delivery date and time:

      Delivery Method Deemed Delivery Date and Time
      Delivery by hand At the time the notice is left at the company address
      Pre-paid first class recorded delivery post or other next Business Day delivery service 9:00am on the second Business Day after posting or at the time recorded by the delivery service if any
      E-mail If sent before 4.00 pm on a Business Day, that Business Day, otherwise on the next Business Day following the day on which the email was sent

    • 22.3. For the purposes of clause 22.2, if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00am on the day when business next starts in England and Wales.

    • 22.4. For the avoidance of doubt, this clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.



  • 23. ASSIGNMENT

    • 23.1. The Retailer shall not, without the prior written consent of DivideBuy (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, charge or deal in any other manner with the Agreement or any of its rights under it, or purport to do any of the same, nor sub-contract any or all of its obligations under the Agreement.

    • 23.2. DivideBuy may at any time assign, transfer, charge, sub-contract or deal in any other manner with the Agreement and any of its right under it.



  • 24. SUCCESSORS AND ASSIGNS

  • The Agreement shall be binding upon and enure to the benefit of, the Parties to the Agreement and their respective successors and permitted assignees, and references to a Party in the Agreement shall include its successors and permitted assignees.



  • 25. SUB-CONTRACTING

  • With the prior written consent of DivideBuy (such consent not to be unreasonably withheld or delayed) the Retailer may perform any or all of its obligations under the Agreement through agents or sub-contractors, provided that the Retailer shall remain liable for the performance of such agents and sub-contractors, and shall indemnify DivideBuy against any loss or damage suffered by DivideBuy arising from any act or omission of such agent or sub-contractors.



  • 26. ENTIRE AGREEMENT

    • 26.1. The Agreement, and the documents referred to in it, constitute the whole and only agreement and understanding between the Parties relating to its subject matter and supersedes and extinguishes any drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the Parties in connection with the subject matter of the Agreement whether existing prior to or at the same time as the Agreement.

    • 26.2. Each of the Parties acknowledges and agrees that in entering into the Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement. The only remedy available to it for breach of a warranty shall be for breach of contract under the terms of the Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.



  • 27. WAIVER AND REMEDIES

    • 27.1. No failure, delay or omission by DivideBuy in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

    • 27.2. No waiver by any Party of any breach or non-fulfilment by any other Party of any provisions of the Agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision and no failure to exercise or delay in exercising any right or remedy under the Agreement shall constitute a waiver of that right or remedy. No single or partial exercise of any such right, power or remedy shall preclude or impair any other or further exercise of it or the exercise of any other right, power or remedy provided by law or under the Agreement. A waiver of a breach of any of the terms of the Agreement or of a default under the Agreement will not prevent a Party from subsequently requiring compliance with the waived obligation.

    • 27.3. Any waiver of any right, power or remedy under the Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. Unless otherwise expressly stated, any waiver shall be effective only in the instance and only for the purpose for which it is given.



  • 28. SET-OFF

    • 28.1. DivideBuy shall be entitled but not obliged at any time or times to set off any liability of the Retailer to DivideBuy against any liability of DivideBuy to Retailer (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. Any exercise by DivideBuy of its rights under this clause shall be without prejudice to any other rights or remedies available to DivideBuy under the Agreement or otherwise.

    • 28.2. The Retailer shall pay all sums that it owes to DivideBuy under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.



  • 29. COUNTERPARTS

    • 29.1. The Agreement may be executed in any number of counterparts and by the Parties on different counterparts but shall not be effective until each Party has executed at least one counterpart.

    • 29.2. Each counterpart shall constitute an original of the Agreement, but all the counterparts shall together constitute one and the same agreement.



  • 30. SEVERANCE

    • 30.1. Each of the provisions of the Agreement is severable. If any provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the remaining provisions of the Agreement shall not in any way be affected or impaired by it. If any provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modifications as may be necessary to make it valid.

    • 30.2. The Parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision. The obligations of the Parties under any illegal, invalid or unenforceable provision of the Agreement shall be suspended while an attempt at such substitution is made.



  • 31. GOVERNING LAW AND JURISDICTION

    • 31.1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

    • 31.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).

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Interest free credit agreements provided by Zopa Embedded Finance Limited trading as DivideBuy are not regulated by the Financial Conduct Authority and do not fall under the jurisdiction of the Financial Ombudsman Service. Zopa Embedded Finance Limited trading as Dividebuy is an appointed representative of Zopa Bank Limited which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and entered on the Financial Services Register (800542 & 993200). Zopa Embedded Finance Limited (14602085) is incorporated in England & Wales and has its registered office at: First Floor, Brunswick Court, Brunswick Street, Newcastle-under-Lyme, ST5 1HH. VAT Number 281765280. Copyright © Zopa Embedded Finance Limited 2024. All rights reserved
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