Terms and Conditions

These Service Terms set out the terms and conditions under which Interior Design Exchange, with a trading address at The Old Stores, Noade Street, Ashmore, Dorset, SP5 5AA herein referred to as ‘IDEx’ or ‘We’, grants to a Seller Member and/or a Buyer Member a licence to use the Site and the Interactive Services (together, the ‘Services’) on www.interiordesignexchange.com (the ‘Site’). IDEx facilitates the provision of an online platform where design industry professionals can come together to browse, buy, sell and source quality design Items. In these Service Terms, references to ‘You’ and ‘Your’ are references to the Approved Seller Member and Buyer Member who are registered on the Site. When You use the Services (together, the ‘Services’), You agree that these Service Terms apply to that use in addition to any other terms and conditions which may apply including the IDEx Privacy Policy, the IDEx Cookie Policy and the IDEx Terms of Use which are incorporated by this reference (together, the ‘Terms’).

1. DEFINITIONS

1.1 In these Service Terms (except where the context otherwise requires) the following words shall have the following meanings:

Acceptance Period: refers to the period of three (3) Business Days from Buyer Member’s receipt of the Item during which Buyer Member must send the Receipt Confirmation Email to IDEx with their Tripartite Acceptance completed.

Acceptance: refers to when Buyer Member sends a fully completed Tripartite Acceptance to IDEx by way of a Receipt Confirmation Email indicating that the Item has been received, inspected and accepted in accordance with Clause 8.3.

Account: means the secure account created by an Approved IDEx Member upon registration and from where the same can access the Interactive Services via their Login.

Approved: means the status whereby an applicant is accepted by IDEx by satisfying the IDEx Member Criteria, there-by qualifying to become an IDEx Member.

Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in the UK.

Buyer Member: a design industry professional who has registered for an Account and who has subsequently been Approved by satisfying the IDEx Member Criteria with a view to browsing, buying and sourcing Items on the Site. A Buyer Member is in the process of buying an Item on the Site.

Codes: refers to all codes of practice (including for these purposes ancillary guidance notes and advice) published by regulatory authorities or other industry professional bodies including but not limited to the Advertising Standards Authority, Trading Standards, the Office of Fair Trading, the Direct Marketing Association, the Information Commissioners Office and the Department for Trade & Industry, to be construed as to include all references to any amendments, modifications or consolidations constituting the most up-to-date versions thereof.

Communications or ‘Comms’: refers to Your way to communicate privately with other IDEx Members via the IDEx Mailer.

Completion Notification: the notification sent by IDEx (along with the Seller Member Invoice) to Seller Member notifying Seller Member that IDEx are in receipt of Buyer Member’s Receipt Confirmation Email and that IDEx is happy to release the Net Item Price proceeds.

Confidential Information: all information (whether technical or commercial disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:

(a) identified as confidential at the time of disclosure; or

(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Confirmation Email: refers to the email sent by IDEx to Buyer Member to confirm receipt of offer to purchase.

Contract: means the legally binding and enforceable agreement that may be formed between Buyer Member and Seller Member when an Exchange is taking place which shall be subject to these Service Terms and any Seller Terms as applicable.

Data: refers to both Personal Data and Financial Data.

Data Protection Legislation: the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of Data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

Delivery: as set out in Clause 8.3.

Delivery Fee: refers to the fee payable for delivery of an Item which can be by Royal Mail, Courier or by Private Arrangement.

Dispatch Confirmation Email: the email sent by Seller Member to IDEx confirming that the Item has been dispatched.

Dispatch Email: refers to the email sent by IDEx to Buyer Member confirming that the Item is on its way.

Dispatch Period: within three (3) Business Days of receipt of the Proceeds Notification.

Dispute: means any dissatisfaction expressed by one IDEx Member against another in connection with an Exchange or by an IDEx Member against IDEx in connection with the provision of the Services.

Escrow Account: refers to an account where Gross Item Price proceeds are deposited pending Delivery and Acceptance whereupon the same (save for the Exchange Fees) shall be released to Seller Member. Money can only be withdrawn from the Escrow Account under certain conditions, such as those listed as a Refund Event.

Exchange: refers to the entire process of buying and selling an Item including the transaction.

Exchange Fees: shall represent the amounts retained by IDEx in partial consideration of providing the Services.

Featured Item: refers to an Item, chosen by IDEx, as being interesting or special which is featured on the home page on a rotating basis. Each Posting Category will have its own featured item.

Fees: includes Membership Fees, Posting Fees, Exchange Fees and any other fees that may be included form time to time.

Financial Data: as defined in the Data Protection Legislation.

Gross Item Price: includes:

the price of the Item;
the VAT on the Item; and,
the Delivery Fee (if applicable).

Item: refers to the tangible interior design product which is posted on the Site for sale by Seller Member on the Site, including a Co-ordinating or Matching Item.

Item Price: means the Gross Item Price less the Delivery Fee.

IDEx Member Mark(s): an IDEx Member’s logos and trade marks (whether registered or unregistered).

IDEx Mailer: refers to the IDEx internal email system whereby IDEx Members can email each other using their IDEx Member ID.

IDEx Member: refers to a professional interior designer or person working within the profession who has joined IDEx. The IDEx Member may browse, sell (Seller Member) or purchase (Buyer Member) Items showcased on the site

IDEx Member Criteria: refers to the criteria that an applicant must meet to verify that they are an interior design professional including but not limited to providing two (2) satisfactory trade references.

IDEx Member ID: refers to the unique reference number allocated to an IDEx Member which is displayed publicly to other IDEx Members on the Site.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Interactive Services: includes the provision of an online platform for browsing, selling, buying and sourcing Items i.e. a website whereupon IDEx acts as an intermediary host provider of quality interior design Items for sale and purchase in addition to other related services as the case may be.

Item Description: refers to the description that Seller Member attaches to a Posting on the Site.

Key Seller Terms: any stand-alone precedential terms which may conflict with the IDEx Terms that Seller Member wishes to govern the Exchange of an Item which may be informational or particularly onerous or which are simply a departure from the IDEx Terms.

Legislation: includes all applicable laws, Acts of Parliament and Treaties as well as Data Protection Legislation and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law in relation to the advertising and the sale and supply of goods including that relating to online activity (as well as technologically neutral legislation) including but not limited to the Electronic Commerce (EC Directive) Regulations 2002; the Provision of Services Regulations (2009); the Business Protection from Misleading Marketing Regulations (2008) etc, to be construed as including references to any amendment, modification, consolidation or re-enactment for the time being in force.

Login: the username and unique password an IDEx Member applies to their Account upon registration.

Losses: means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

Membership Confirmation Email: refers to the email sent by IDEx to an IDEx Member confirming that IDEx has approved them for membership.

Membership Fee(s): refers to the annual basic fees applicable to all IDEx Members as set out in Clause 6.

Net Item Price: means the Gross Item Price less the Exchange Fees.

Co-ordinating and Matching Item(s): refer to Items which are posted on the Site in their own right but which are also related stylistically or otherwise to the primary Item being displayed on any one post such that Seller Member may choose to display one or more Co-ordinating and Matching Items as thumbnails next to the primary Item being displayed.

Notice: means any notice given under these Service Terms which shall be in writing and shall be sent by email or delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by email is deemed to have been delivered at the point it is received in to the other party’s inbox and no failure of delivery notice has been received by the sender. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

Personal Data: as defined in the Data Protection Legislation.

Posting: the listing of the Item and requisite Item Description.

Posting Categories: refers to the pre-determined categories to be selected upon posting an Item.

Posting Fee(s): refers to the amount IDEx charges a Seller Member to upload and post an Item for sale on the Site indefinitely.

Private Arrangement: refers to the delivery of an Item which is not by Royal Mail or Courier and is organised between the Parties via the IDEx Mailer.

Proceeds Notification: refers to the notification sent by IDEx to Seller Member confirming receipt of the Gross Item Price proceeds.

Project Folder: refers to a function on the Site whereby an IDEx Member can store details of Items for future interest or for a particular project. An IDEx Member can have more than one Project Folder on the go at any time and each Project Folder can be titled appropriately for identification purposes by the IDEx Member.

Receipt Confirmation Email: refers to the email confirmation sent by Buyer Member to IDEx with at least the receipt part (if not the inspection and acceptance parts) of the Tripartite Acceptance selected.

Receipt Email: refers to the email that IDEx sends to Buyer Member inviting Buyer Member to send IDEx the Receipt Confirmation Email containing the Tripartite Acceptance.

Refund: refers to the return of proceeds paid by Buyer Member which may or may not include Delivery Fees.

Refund Event: where IDEx provides a Refund to Buyer Member for any reason (whether authorised by Seller Member or not) including the following (where IDEx is satisfied that a Refund is legally due in all the circumstances):

(a) where the Item is not dispatched within the Dispatch Period and Buyer Member requests a Refund for non-delivery; or,

(b) where the Receipt Confirmation Email is received within the Acceptance Period and the Tripartite Acceptance indicates that Buyer Member wishes to return the Item for a Refund due to either the Item being (i) faulty; or (ii) damaged; or (iii) misdescribed.

Refund Processing Fee: a non-refundable fee for processing a Refund payable to a Buyer Member.

Reservation Period: the period of three (3) Business Days, until 10am on the fourth day, during which Buyer Member reserves the sole right to purchase a Reserved Item without having to fully commit. An Item can only be reserved once by an IDEx Member.

Reserved Item: an Item which is reserved for the Reservation Period during which Buyer Member can reserve an Item via the Site pending their customer’s decision and Seller Member is not permitted to sell the Reserved Item to a third party during the Reservation Period, akin to a virtual handshake.

Reserved Item Notice: is the notice that a Buyer Member must send to the Seller Member informing them that they have unreserved the Reserved Item prior to the expiry of the Reservation Period.

Seller Member: a design industry professional who has been Approved and has satisfied the IDEx Member Criteria with a view to browsing and posting Items for sale on the Site. A Seller

Is an IDEx Member who is currently uploading Items for sale on the Site or has Items already on the Site for sale.

Seller Member Invoice: refers to the invoice automatically generated by IDEx and attached to the Completion Notification which instructs IDEx to retain the Exchange Fees and release the Net Item Proceeds to Seller Member.

Seller Terms: refers to Seller Member’s own terms and conditions that govern the Exchange of an Item (excluding Key Seller Terms) to the extent that they do not conflict with the IDEx Terms.

Site: means a website owned and operated by IDEx including www.interiordesignexchange.com

Services: refers to the provision by IDEx of the Site and the Interactive Services including but not limited to back office support such as billing and IT services.

Sourcing Query: refers to when a Buyer Member emails all IDEx Members via the IDEx Mailer requesting if any IDEx Member has a specific Item, or if they can source a specific Item.

Tripartite Acceptance: refers to a Buyer Member’s Receipt Confirmation Email which requires the Buyer Member to expressly tick all three boxes indicating one or more of the following: i.e. Buyer Member (i) has received the Item; (ii) has inspected the Item; and (iii) has accepted the Item (i.e. Buyer Member is happy with the Item and will not be requesting to return the Item for a Refund).

UGC: means content provided, generated, uploaded, embedded or otherwise displayed and/ or stored on the Site by an IDEx Member for the purposes of using the Services which may include but are not limited to, text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on the Site for use by IDEx Members and IDEx.

VAT: means value added tax chargeable under English law for the time being and any similar additional tax.

Visitor: means a visitor to the Site who is not registered nor Approved and who cannot avail of the Interactive Services and who can only access the homepage.

1.1 The Clause headings used in these Service Terms are inserted for ease of reference only and shall not affect construction.

1.2 References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation on the generality of any foregoing words and, general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things and all definitions in Clause 1.1 will apply, where the context requires, to cognate forms and plural and singular forms, and any other forms.

1.3 Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing the singular shall be treated as importing the plural and vice versa.

1.4 References to a person shall be construed so as to include that person’s assigns, transferees or successors in title and shall be construed as including references to an individual, firm, partnership, joint venture, company corporation, body corporate, unincorporated body of persons or any state or agency thereof.

1.5 Words denoting an obligation on an IDEx Member to do any act, matter or thing includes an obligation to procure that it be done and words placing an IDEx Member under an obligation or a restriction include an obligation not to permit or allow infringement of the obligation or restriction.

1.6 Where the IDEx Member is more than one person then all of the obligations and liabilities of those persons to IDEx hereunder shall be joint and several.

1 YOUR AGREEMENT WITH IDEx

1.1 These Service Terms govern the activities of Seller Members and Buyer Members in relation to the use of the Services. By using the Services, You accept the Terms in full and You expressly agree to be bound by all applicable laws and regulations. If You violate these Service Terms, IDEx may terminate Your use of the Site, bar You from future use of the Site and/or take appropriate legal action against You. IDEx reserves the right to change one or more of the terms in these Service Terms (including changes to Fees) at any time, effective immediately upon posting on the Site. Please check this page of the Site periodically. Read it carefully and ensure that You understand its effect before proceeding to use the Services. You agree that IDEx will treat Your use of the Services as acceptance of the Terms including Your continued use subsequent to any changes being posted on the Site. If You disagree with any part of the Service Terms, do not use the Site or the Interactive Services. IDEx is dedicated to facilitating an online open marketplace where an IDEx Member can either wear their selling hat as a Seller Member or their buying hat as a Buyer Member and can therefore take advantage of the Site functions listed at A and/ or B below.

As an IDEx MEMBER:

A. Wearing Your Seller Member hat, You can:

i. browse the full Site;ii. search and view items
iii. post, upload and advertise an Item;
iv. respond to a Sourcing Query;
v. benefit from having Your Item displayed on the Site as a ‘Featured Item’.(at the discretion of IDEx); and,
vi. avail of the ‘Project Folder’ function

B. Wearing Your Buyer Member hat, You can:

i. browse the full Site;
ii. search and view Items;
iii. purchase an Item;
iv. submit a Sourcing Query;
v. reserve an Item for a Reservation Period; and,
vi. avail of the ‘Project Folder’ function.

3. IP LICENCE

3.1 When using the Services, if You publish any UGC via the Site by way of uploading and posting text, links, images, trade marks, logos or videos or contributing to publicly accessible areas of the Site, You automatically grant:

(a) to IDEx, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the Services, including without limitation the promotion and redistribution of all or part of Your UCG (and derivative works thereof) in any media formats and through any media channels; and,

(b) to each IDEx Member, a worldwide, non-exclusive, royalty-free licence to access Your UGC through the Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the Services and under the terms of this IP Licence.

(‘IP Licences’)

‘Publicly accessible’ areas of the Site are intended by IDEx to be available to all IDEx Members and IDEx only (save for that UGC which can be accessed indirectly via the world wide web search engines). Visitors to the Site who do not register for an Account and who do not therefore have a Login can browse limited sections of the Site only, i.e. the homepage, whereas an IDEx Member can benefit from unlimited access to the Site and what the Interactive Services have to offer.

3.1 Unless terminated (or suspended) for reasons set out in this Agreement or unless IDEx is no longer providing the Services to You, the above IP Licences granted by You terminate when You remove or delete Your UGC or deactivate/ cancel Your Account.

3.2 IDEx does not guarantee any confidentiality with respect to UGC and You understand and agree that You are solely responsible for Your own UGC and the consequences of uploading and posting it. IDEx does not claim ownership of the UGC You submit or make available for inclusion on the Site. You retain all of Your ownership rights in Your UGC but You grant the limited IP Licences set out in Clause 3.1 (a) and (b).

3.3 As between You and IDEx (and IDEx Members with whom You might share Your UGC if applicable), You assert and waive any and all moral rights in Your UGC.

4. BECOMING AN IDEx MEMBER

4.1 To become an IDEx Member, entitling You to make use of the Services and to be party to an Exchange via the Site, You agree to comply with the Terms at all times in full.

4.2 You will be invited to fill out and submit an online Account registration form to apply for membership to the Site (‘Membership’). You warrant and represent that the Data that You provide is true, accurate and complete. Your application will undergo a brief approvals process to ensure that the IDEx Member Criteria is satisfactory in order for You to become ‘Approved’. It is in IDEx’s absolute discretion to decide if You qualify (or continue to qualify) to be Approved.

4.3 On becoming an Approved IDEx Member, You will be allocated Your IDEx Member ID which shall be Your identifier and shall be publicly displayed to other IDEx Members.

4.4 In order to provide You with maximum protection, during registration, You will be asked to input Your username (which will be Your email address) and to choose a password to create Your Login and to access your Account on the Site in accordance with these Service Terms. You will keep Your Login relevant to the Site and the Interactive Services confidential and not reveal it to anyone. You are responsible for all activities that are carried out under Your Login. We do not have the means to check identities and will not be liable where Your Login is unlawfully used by another. You agree to notify IDEx immediately by email at info@interiordesignexchange.com of any unauthorised use of Your Login or Account of which You become aware (with “IMPORTANT” in the subject line). You will not create additional accounts for the purpose of abusing the functionality of the Site or other registered IDEx Members or for any other reason in breach of these Service Terms.

4.5 You can freely remove and delete Your UGC and You can cancel Your Account and Membership at any time. Please contact us to have your Account closed if you are no longer using it. See Deactivate My Account Instructions.

4.6 Although IDEx cannot monitor the conduct of IDEx Members off the Site, it is a violation to use any information obtained from this Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any IDEx Member without their prior explicit consent.

4.7 You may not transfer ownership or sell your IDEx Account to another party.

4.8 An IDEx Member may be a business that involves multiple people.

4.9 IDEx Members who do not comply with the Terms may be subject to review, which can result in suspension of Account privileges and/or termination. This includes all Accounts by virtue of association. IDEx reserves the right to suspend the use of the Site for an IDEx Member. Suspended or terminated IDEx Members remain obligated to pay IDEx for any unpaid Fees.

5 ITEM INFORMATION AND POSTING PROCESS

5.1 All Approved IDEx Members may post Items on the Site. All items must be listed in the appropriate Posting Categories.

5.2 If there is bulk selling where there is more than one of the Item which are identical, these can be posted as one Posting. Seller Members may group Items as a set into a single Posting if the Items are being sold and shipped together whereby one single Posting Fee shall be incurred.

5.3 As part of the Posting process, it is the Seller Member’s responsibility in respect of each Item, to provide an accurate Item Description, information and pricing. Market prices for Items can be volatile and can change on a regular basis to be competitive. With this in mind, the Seller Member accepts full responsibility for maintaining current prices especially the price of a Reserved Item during the Reservation Period. A Buyer Member can reserve an Item for the Reservation Period and if they wish to cancel the Reserved Item prior to expiry of the Reservation Period the Buyer Member can send a Withdrawal Notice.

5.4 It is essential that a Seller Member maintains up-to-date and accurate pricing at all times. IDEx suggest the selling price is the trade price of the Item, or thereabouts. A Seller Member must take full responsibility for any pricing errors and all pricing must adhere to all applicable Legislation and Codes. There must be no price mis-indications and all pricing must be broken down to ensure visibility and transparency i.e. there must be no hidden charges for a Buyer Member during an Exchange.

5.5 A Seller Member may choose to display thumbnails of Co-ordinating or Matching Items on the same page as a particular Item.

5.6 A Seller Member may benefit from the ‘Featured Item’ function if IDEx choose to display a Seller Member’s Item.

5.7 All Postings on IDEx must be for a tangible object and each Item must be available for purchase. You may not create a Posting for an Item that is not available for sale. A Posting may not be created solely as an advertisement.

5.8 Items must not be posted as available for rental or lease.

5.9 Delivery Fees for shipping an Item must be reasonable.

5.10 A Posting must not be conditional upon the purchase of another Item.

5.11 Drop-shipping is permitted by IDEx in the following circumstances:

(a) an Item is stored at another/manufacturer’s address, or

(b) an Item is shipped directly to the Buyer Member’s end customer.

5.12 Items described as ‘vintage’ must be at least 20 plus years old. Item Descriptions that describe the decade or age of the Item must be accurate to the best of Seller Member's knowledge. Items described as ‘antique’ must be at least 100 years old. Unaltered Items or Items which have been repaired or restored to their original condition but are at least 20 years old, are allowed to be described as vintage.

5.13 Postings that do not comply with IDEx Terms may be reported. IDEx Members who do not comply may be subject to review, which can result in suspension of Account privileges and/or termination. If IDEx removes an Item posted for violating IDEx Terms, Seller Member is still obligated to pay the Posting Fee for that Item.

6 FEES

6.1 Membership Fee: IDEx shall be entitled to charge an IDEx Member an annual Membership Fee equivalent to a fixed fee of thirty-five pounds (£35.00). IDEx offers two methods of maintaining Your Membership by renewing and paying Your Membership Fees when they fall due (‘Membership Renewal Date’). The payment method is via online banking whereby You make Your initial payment upon receipt of an invoice and all subsequent Membership Fees due on each Membership Renewal Date thereafter shall be paid by Direct Debit.

6.2 Membership Fees are paid for annually. One (1) month prior to the Membership Renewal Date, IDEx will send an invoice to Your email address on file detailing the amount due (and in the event payment has not yet been received, reminder emails will be sent seven (7) days prior to the Membership Renewal Date and on the actual Membership Renewal Date). If payment is still not received in full within fourteen (14) days of the Membership Renewal Date, Your Account shall be terminated and Your access to the Site will be blocked save for the Visitor access to the homepage.

6.3 Posting Fee: IDEx shall be entitled to charge Seller Member a Posting Fee equivalent to four pounds (£4.00) plus VAT on all Items with an Item Price value in excess of one hundred pounds (£100.00) plus VAT. The Posting Fee is not applicable to the first three (3) Items posted by Seller Member regardless of Item Price upon Account sign-up.

6.4 Such Posting Fee shall be made via the Site in respect of each Item. Posting Fees are paid for at the time of posting an Item for sale on the Site. Payment methods are by PayPal. IDEx shall automatically generate an invoice to the IDEx Member.

6.5 Exchange Fees: When a Seller Member completes an Exchange on the Site, IDEx shall be entitled to charge the Seller Member Exchange Fees as a sum equivalent to ten percent (10%) of the Item Price, in respect of every Item sold via the Site. This percentage does not include the Delivery charge.

7 SELLER TERMS AND THE EXCHANGE

7.1 The Item Price of all Items shall be established by the Seller Member but must be reasonable. A Buyer Member shall purchase an Item via the Site. Each purchase of an Item shall be deemed to be an offer by the Buyer Member subject to these Service Terms, the Seller Terms and any Key Seller Terms where applicable. The Buyer Member shall be given the opportunity to check and edit the order before finally submitting it. An invoice will be raised electronically for the Item purchased via the Site and payment of the Gross Item Price shall be made by the Buyer Member. As may be made available by IDEx, payment may be made by online banking or via PayPal. IDEx will send Buyer Member an automatic Confirmation Email via the IDEx Mailer confirming safe receipt of the order. Buyer Member must check that all the details on this Confirmation Email are correct and must contact IDEx as soon as possible if any details are incorrect.

7.2 Purchases of Items are subject to the IDEx Terms. Seller Member agrees to pay for the cost of returning the Item if IDEx receives the Receipt Confirmation Email within the Acceptance Period and the Tripartite Acceptance indicates that the Item is not accepted by Buyer Member due to the Item being either:

(a) faulty;

(b) damaged; or,

and a Refund is made to Buyer Member by IDEx.

7.3 Where Buyer Member wishes to return an Item because they simply do not want it, then Buyer Member will be responsible for paying the cost of returning the Item in no less inferior way than the way it was delivered. If Buyer Member fails to request a Refund and the return of the Item within the Acceptance Period (despite (a) to (c) being applicable), no Refund shall become due under any circumstances. Where IDEx processes a Refund, a Refund Processing Fee shall be payable by Seller Member of a fixed fee sum of twenty pounds (£20.00) plus VAT per Item

7.4 Seller Members are free to impose their own purchase terms on an Item dealing with e.g. delivery, cancellation and returns. Such Seller Terms must be reasonable, be in accordance with the law and must at least comply with those set down by IDEx. Seller Members are responsible for enforcing their own Seller Terms (which must not conflict with IDEx’s site-wide policies). If any Seller Terms carry key important information or are particularly onerous or would be ordinarily unassumed, they must appear as a Key Seller Term which should appear in a prominent place and be highlighted to Buyer Member. An IDEx Member is free to post one or more standalone Key Seller Terms and rely on these Service Terms to govern the Exchange. Key Seller Terms shall prevail if there is a conflict with the IDEx Terms. IDEx reserves the right to request removal or amendment to any Seller Terms or Key Seller Terms.

7.6 IDEx aims to keep the entire Exchange experience consistent across the platform, however, each Seller Member is an independent business so there may be some differences e.g. between accepted methods of payment.

7.7 Third party services may be involved in a transaction (for example: PayPal for monetary transactions and a Courier for Delivery) and these other services may have different policies regarding transactions or use of their services.

7.8 A binding Contract shall not come into existence between a Seller Member and a Buyer Member unless and until IDEx issues a Dispatch Email to the Buyer Member. The Contract will only relate to those Items whose dispatch We have confirmed in the Dispatch Confirmation. If Buyer Member’s order has not been accepted for any reason, Buyer Member will receive an email from IDEx with reasons.

8. SETTLEMENT

8.1 A Seller Member authorises IDEx and its partners, e.g. PayPal, to charge and collect payment of the Gross Item Price by online banking or via PayPal or other forms of payment approved by IDEx in connection with the sale of Items via the Site. IDEx shall hold the Gross Item Price in an Escrow Account.

8.2 DEx shall be entitled to retain the full amount of the Exchange Fees in consideration for the Services it performs under the Terms and the Net Item Price due to a Seller Member shall only be released upon Delivery and Acceptance.

8.3 A Seller Member has a limited time in which they must dispatch the Item and send a Dispatch Email from receipt of the Proceeds Notification from IDEx i.e. the Dispatch Period. Buyer Member has a limited time in which they must notify IDEx that they have received the Item and complete the Tripartite Acceptance by way of the Receipt Confirmation Email i.e. the Acceptance Period. Delivery and Acceptance are only deemed complete when:

(a) IDEx has sent an Confirmation Email to the Buyer Member;

(b) IDEx has sent a Proceeds Notification to the Seller Member;

(d) IDEx has sent a Dispatch Email to the Buyer Member;

(e) the Item has been dispatched within the Dispatch Period (or as otherwise agreed);

(f) IDEx sends the Buyer Member a Receipt Email inviting the Buyer Member to send IDEx the Receipt Confirmation Email containing the Tripartite Acceptance (if necessary); and,

(g) The Buyer Member has sent a Receipt Confirmation Email to IDEx confirming the Tripartite Acceptance within the Acceptance Period.

8.4 The Gross Item Price proceeds are held in the Escrow Account pending the completion of Delivery and Acceptance. Upon such completion, IDEx then sends a Completion Notification to Seller Member along with the Seller Member Invoice entitling IDEx to release the Net Item Price proceeds (‘Release’) to Seller Member. The Release shall take on average three to four (3 – 4) Business Days to process although please be aware that it may take longer subject to banking processing timescales for which IDEx are not responsible. IDEx shall be entitled to make any settlement payments using online banking, whereby funds are transferred direct to Seller Member’s bank account.

8.5 The Acceptance Period is strict and if the Buyer Member fails to submit the Receipt Confirmation Email within the Acceptance Period, IDEx and the Seller Member are entitled to assume automatic Delivery and Acceptance.

8.6 The Seller Member shall pay to IDEx the Exchange Fees. Where the Item Price is stated as exclusive of VAT, it shall be paid in addition by the Seller Member. Exchange Fees plus VAT shall be deducted at source prior to the Release.

8.7 Exchange Fees, Posting Fees and Membership Fees are reviewable upwards by IDEx annually and shall take immediate effect upon posting on the Site.

8.8 All payments for Exchanges between Buyer Member and Seller Member must be processed through or via IDEx. Payments for Exchanges that are made outside of this Site shall be considered a breach of these Service Terms and may result in Your Account being suspended or terminated at IDEx’s discretion for reasons of circumvention referred to at Clause 13. The Seller Member will be liable for all Losses incurred by IDEx as a result including all reasonable legal expenses. Buyer Members must report attempts by a Seller Member to perform the Exchange by circumventing the Site and unlawfully bypassing the payment of any Exchange Fees lawfully due.

8.9 IDEx holds the Gross Item Price proceeds in a separate client account. IDEx is not a deposit taking body and any monies held by IDEx on an IDEx Member’s behalf are not insured deposits and do not accumulate interest of any kind. IDEx will endeavour to ensure that the funds in the Escrow Account are available to the relevant IDEx Member in accordance with these Service Terms.

8.10 If any Refund Event occurs, provided there are Gross Item Price proceeds in the Escrow Account, IDEx shall be entitled to repay such monies to Buyer Member at IDEx’s sole discretion. Where any Refund Event occurs, IDEx shall return to Buyer Member the entire Gross Item Price paid.

8.11 IDEx shall be entitled to offset any amounts payable to IDEx by Seller Member under this Agreement or otherwise against Gross Item Price proceeds of any Item sold or any other amounts payable to IDEx under these Service Terms.

8.12 If either party fails to make any payment due under the Terms by the due date for payment, the other shall be entitled to charge interest on the overdue sum for the period from and including the due date of payment up to the actual date of payment (after as well as before judgment) at the rate of 2% (two per cent) above the base rate per annum from time to time of the Bank of England.

9. INTELLECTUAL PROPERTY

You acknowledge that all Intellectual Property Rights used by or subsisting in the Item are and shall remain the sole property of Seller Member or (as the case may be) may subsist as third party rights, the owner of which is affiliated to Seller Member in the course of business as a licensor. You shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any agents or contractors or any other person to do so. Further information on who owns what in respect of content on the website can be found in our Terms of Use.

10. DATA PROTECTION & PRIVACY

In respect of any Personal Data (as defined in the Data Protection Act 1998 (the ‘1998 Act’) processed by the parties, all parties warrant that they shall comply and will continue to comply with the Data Protection Legislation pursuant to these Service Terms which incorporates the IDEx Privacy Policy and the IDEx Cookie Policy by this reference.

11. WARRANTIES AND INDEMNITIES

11.1 IDEx Members acknowledge that the IDEx Services are limited to providing an open marketplace through which IDEx Members can perform an Exchange in a dedicated wholesale online business-to-business environment. IDEx is not itself directly involved in an Exchange that may take place between IDEx Members. Consequently, IDEx cannot transfer legal ownership of an Item and cannot make any guarantees to an IDEx Member who sells or makes a purchase at their own risk. For the avoidance of doubt, IDEx:

(a) has no control over the quality, morality, safety or legality of an Item posted on the Site;

(b) does not take ownership of any Items posted by a Seller Member;

(d) does not guarantee that any minimum or fixed number of Items will be sold via the Site;

(e) does not guarantee that the information submitted by an IDEx Member is valid and accurate;

(f) does not guarantee that the quality of any Items provided by Seller Members will be of a high standard or not sub-standard;

(g) does not guarantee that there will be availability of Item advertised on the Site; and,

(h) does not guarantee that interruptions of service will not occur during an Exchange or at any time.

The Seller Member further acknowledges and agrees that IDEx may have many other Items for sale on the Site concurrently and IDEx has no responsibility whatsoever for the marketing or promotion of any Item or the success of the sale of any Item, all of which are the Seller Member’s sole responsibility and obligation.

11.2 IDEx Members warrant, represent and undertake to IDEx that:

(a) You represent one or more trade and/ or retail businesses;

(b) You are at least eighteen (18) years of age at the time of applying for Membership;

(c) You have and shall continue to have all necessary licences, rights, consents, and permissions which are required to enable IDEx to use or display Your UGC in the manner contemplated by these Service Terms;

(d) You will comply with all applicable laws including Legislation and Codes;

(e) You agree to cooperate fully with IDEx and any IDEx Member in resolving any Dispute;

(f) You will not be fraudulent or sell or attempt to sell illegal, counterfeit or stolen Items;

(g) all information provided to IDEx or to another IDEx Member in respect of itself (when applying to be an Approved IDEx Member or at any time thereafter) and in respect of any Exchange is true and accurate in all respects;

(h) You are solely responsible for any breach of Your obligations under the Terms due to Your act, omission, default or Your failure to comply with any of Your obligations under the Terms and for the consequences of any such breach or failure; and,

(i) You will keep Your Login details secure and confidential.

11.3 The Seller Member hereby further warrants, represents and undertakes to IDEx that:

(a) all Items are 100% assured and available for immediate sale at the Item Prices listed;

(b) all Items are the property of Seller Member or Seller Member is legally authorised to sell the Item (by law, contract or otherwise) and no third party rights (including any Intellectual Property Rights) will be infringed by Seller Member in advertising the Item for sale via the Site;

(d) You will not sell hazardous or dangerous legally prohibited Items;

(e) the Items do not in any way contain fraudulent, inaccurate or misleading information;

(f) in offering Items for sale via the Site, it is complying with all applicable Legislation and Codes.

11.4 Subject to Clause 13.1, You release, acquit and forever discharge IDEx from any and all Losses (actual and consequential, direct or indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Dispute arising from the sale and purchase of an Item on the Site including any misinformation, mis-described Item, non-delivery of Item, faulty or damaged Items, or inaccurate/ non-genuine advertisement or pricing, or any alleged malpractice arising out of an IDEx Member’s use of the Interactive Services. As the context permits, We make no warranty, and hereby expressly disclaim any liability to You. You shall indemnify and hold harmless IDEx on demand, and shall keep IDEx fully and effectively indemnified against any and all Losses incurred by or asserted against IDEx, arising out of or in connection with:

(a) any breach of these Service Terms or breach of warranty by an IDEx Member or the acts or omissions of an IDEx Member (or its employees, sub-contractors or agents) including an IDEx Member’s use of or inability to use the Services or any Site functionality at any point in time in accordance with the Terms (other than and to the extent that any losses arise directly from breach of these Service Terms by IDEx or by IDEx’s negligence);

(b) the Items infringing a third party’s rights;

(c) any advertisement, marketing or promotion including the Posting of Items and Item Descriptions on the Site (other than any material produced by IDEx) and any reliance placed on it; and,

(d) the information you select form our pre-determined Posting Categories on the Site (as a Seller Member) being inaccurate or incomplete;

(e) Site unavailablity at any time for any period;

(f) in connection with any Seller Terms or Key Seller Terms;

(g) conected to any linked third party website or resources, statements, information, content, products or services that are published on, or may be accessible from, any linked third party website including any third party customer/ client facing policies/ contractual terms or as a result of any reliance placed by You on the completeness, accuracy or existence of the same;

(h) due to any changes which IDEx may make to the Interactive Services, or for any permanent or temporary cessation in the provision of the Interactive Services (or any features within the Interactive Services);

(i) the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the Interactive Services;

(j) any errors or omissions in our Site or in relation to any reliance placed by You on any content on the Site or accuracy thereto;

(k) any breach by a third party arising out of Your use of the Site and/ or the Interactive Services or by Your acts or omissions, including specifically Your use of the Site and/ or the Interactive Services to provide a link to another website or to upload UGC or other information to the Site (unless You have a formal licence or permission from the rightful copyright owner, or are otherwise legally entitled, to post the UCG in question and to grant the IP Licence(s)); and,

(i) any unauthorised access or loss of Data that is beyond our control.

12. LIABILITY

12.1 Nothing in this Clause 12 shall exclude or restrict IDEx’s liability for (i) fraudulent misrepresentations, (ii) any liability where the law does not permit such exclusion of liability, and (iii) death or personal injury arising from negligence.

12.2 IDEx shall not be in breach of any of its obligations under these Service Terms which arise or occur due to the act, omission, default of an IDEx Member or the failure of an IDEx Member to comply with any of their obligations herein.

12.3 Subject to Clause 12.1, IDEx shall not be liable to an IDEx Member for any special, indirect or consequential loss or damage or any loss (whether direct or indirect) of profit, anticipated profits, business, data, opportunity, revenue, goodwill or reputation.

12.4 Subject to Clause 12.1, IDEx’s total maximum liability arising under or in connection with the Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed, in respect of any relevant Item lawfully sold on the Site in accordance with the Terms, an amount equivalent to the monies paid to IDEx by way of Exchange Fees for that specific Item.

12.5 The limitations on IDEx’s liability to an IDEx Member in this Clause 12 shall apply whether or not IDEx has been advised of, or should have been aware of, the possibility of any such losses arising.

12.6 Except as expressly set out herein, IDEx gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.

12.7 No action arising out of or in connection with the Terms may be brought by an IDEx Member more than twelve (12) months after the date of the event from which the claim (or series of related claims) arose.

13. DISPUTES

13.1 IDEx encourages all IDEx Members to resolve their own Disputes. IDEx cannot mediate Disputes between IDEx Members. Where there is a Dispute raised between Buyer Member and Seller Member, IDEx encourages the parties to communicate directly with potential Exchange partners in order to resolve the situation through Communications in a fair, timely and honest manner.

13.2 Your way to communicate privately with other IDEx Members is via the IDEx Mailer. Comms are primarily intended for communicating about Exchanges. IDEx Members may also use Comms to build friendly working relationships. Please use common sense when giving out Data to others and you must use Comms in accordance with our Terms of Use which states in particular that You must not use Comms to send unsolicited advertising or promotions, requests for donations or "spam."

13.3 If a situation cannot be resolved directly between the parties, then as a last resort, You may opt to use the Dispute Resolution Process (‘DRP’) that IDEx provides at its discretion to determine a resolution. The DRP is only an aid to provide the parties with an independent opinion and solution and IDEx is not obliged to provide it. It is a practical solution based on common sense and the IDEx Terms and not a legal solution. IDEx offers no advice, recommendations, endorsements or legal representation under any circumstances and will not make judgements or claims.

13.4 If both parties wish to make use of IDEx’s optional DRP, to initiate the request, both parties must request this in writing and shall each:

(a) provide a brief overview of the issue; and,

(b) state what outcome they would like to achieve.

(the ‘Briefs’)

13.5 The DRP shall not commence until both parties’ Briefs are received. IDEx shall respond to the parties within fourteen (14) days stating whether or not IDEx are willing to offer an opinion (‘Opinion’). If IDEx refuse, that is that. The parties are advised to look to their own mediation and dispute resolution organisations or to commence proceedings. If IDEx are prepared to provide an Opinion, IDEx may include further questions to one or both parties which shall require a response within seven (7) days. If further information is required, this process shall be repeated each time i.e. the IDEx Member shall be given seven (7) days to respond to questions and IDEx shall take approximately fourteen (14) days to either request further information or deliver an Opinion. When IDEx have sufficient information to deliver an Opinion, both IDEx Members then have seven (7) days to notify IDEx if they accept or do not accept the Opinion so delivered. There is no obligation on a party to accept an Opinion but there is no appeals process i.e. IDEx’s Opinion will be based on the information provided to it, the Terms, any Seller Terms or Key Seller Terms and shall be final. Where the relevant responses are not received by IDEx within the time frame, the Dispute shall be dropped from the IDEx agenda.

13.6 IDEx reserves the right to suspend Your Account with immediate effect while the DRP is being conducted. Your Account may be reactivated once an Opinion has been delivered

13.7 The Seller Member agrees to be reachable by telephone during normal business hours. It is the Seller Member’s duty to respond to all enquiries from IDEx in relation to Items that the Seller Member has posted on the Site by telephone and/or email in a prompt and timely manner. The Seller Member recognises that in order to facilitate an efficient, online, open marketplace for the interior design industry, certain enquiries and Disputes need to be responded to and resolved rapidly. The Seller Member therefore agrees to respond fully to all enquiries from IDEx within two (2) Business Days via email or phone. Failure to do so may result in the Seller Member’s automatic withdrawal from the Site resulting in the termination of any and all Seller Member privileges without notice.

13.8 The Services are not available to temporarily or indefinitely suspended IDEx Members. IDEx reserves the right, in its sole discretion, to cancel Accounts that are inactive for six (6) months or more. IDEx further reserves the right to refuse the Services to any business, for any reason, at any time.

13.9 A Buyer Member who paid via PayPal may have a limited time frame in which to file a claim for a Refund of purchase under PayPal's policies; that process is separate from IDEx’s DRP.

14. NON-CIRCUMVENTION

14.1 The IDEx Member hereby legally and irrevocably covenants to IDEx that it will not circumvent or attempt (or cause) to circumvent, avoid, by-pass or obviate either directly or indirectly through any persons(s), firm, business or company by entering into business transactions or ventures with third parties in a manner that results in the loss of actual or potential business opportunity or Fees or revenue for IDEx or otherwise results in any form of financial return or considerations to or for the benefit of the other party or any other company or third party excluding or causing a detriment to IDEx.

14.2 In the event of circumvention of the Terms, whether directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to maximum considerations or Fees as reasonably determined by a court of competent jurisdiction plus any or all Losses incurred to recover the lost revenue. The obligations contained in this Clause 14 shall continue without limit of time notwithstanding termination or expiry of Membership.

14.3 You may not engage in any activity to avoid the payment of IDEx Fees. This includes but is not limited to:

(a) completing a transaction off-IDEx once it has been initiated on the Site;

(b) Posting an item below its intended Item Price;

(d) directing Buyer Members to another online selling platform to purchase the same Item as posted on the Site. This includes posting links/URLs or providing information sufficient to locate the other online selling platform;

(e) contacting another IDEx Member to buy or sell an Item listed on IDEx outside of IDEx’s marketplace.

15. ENTIRE AGREEMENT/ SEVERABILITY

These Service Terms incorporate the IDEx Privacy Policy, the IDEx Cookie Policy and the IDEx Terms of Use which together constitute the entire agreement between You and IDEx in relation to Your use of the Site and/ or the Interactive Services and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of the terms herein, the remaining terms shall remain valid and in force.

16. ASSIGNMENT

These Service Terms shall be personal to You and You may not assign or transfer Your IDEx Membership and Account to a third party. IDEx reserves the right to assign or transfer all or any of its rights and obligations under these Service Terms to any companies in the same group as IDEx or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.

17. NO WAIVER

Failure by either IDEx or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

18. THIRD PARTY RIGHTS

You may enforce these Service Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the "Act"). Except as provided above, these Service Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.

19. LAW AND JURISDICTION

IDEx will try and solve any disagreements quickly and efficiently. If an IDEx Member is not happy with the way IDEx deals with any disagreement and wants to take court proceedings, the IDEx Member must do this within England. Relevant English law will apply to the Agreement and the relevant courts of England will have exclusive jurisdiction in relation to the Agreement.