Magaroo

Website Terms of Use

1. General
   1. Magaroo.com (Website) is operated by Magaroo Limited t/a Magaroo (we, us, our, Magaroo). We are registered in England and Wales under company number 12815132 and have our registered office at 10 Victoria Road South, Southsea, Hampshire PO5 2DA, UK.
   2. This document (together with the documents referred to in it) tells you the terms of service which apply to browsing of our website magaroo.com (Website) and to the creation of a user account to allow you to use our Website to enter into transactions with other users of our Website (Service(s)). These terms apply whether you are a website visitor or a registered user and, unless stated otherwise, any new features, offers or services that we offer will be subject to these terms.
2. Description of Services
   1. Our Services are web-based and allow users that register for an account (each an Account Holder) to access our online platform and to enter into transactions with other Account Holders (Marketplace). The Services that are available to you depend on who you are and your relationship with us. The Website and the Services do not constitute an offer by Magaroo to sell products and services to you. All purchases via our Marketplace are a contract made between a Buyer and a Seller.
      

      User Type	Description of Service
      Buyer	The registration of an account to allow you to buy products from Sellers registered on our Website. Additional Terms for Buyers apply to you and any purchases you make via our Marketplace.
      Seller (employee, agent or contractor of a Seller)	The registration of an account to allow you to set up a Shopfront on our Marketplace and to sell products to Buyers registered on our Website. Additional Terms for Sellers apply to you and any sales you make via our Marketplace.

   2. An Account Holder may enter into transactions on our Marketplace as a Buyer and/or as a Seller.
   3. Our Service may include certain communications from us, such as service announcements, administrative messages and marketing information including information we think may be of interest, details of new features and services.
   4. In order to browse our Website and use the Service, you must arrange for access to the Internet and provide all equipment necessary to make such a connection. You should use your own virus protection software. You agree not to access the Service by any means other than through the interfaces that are provided by Magaroo for access. We do not guarantee that our Website and Services will be free from bugs or viruses.
   5. From time to time we will update and change the Website and Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Although we try to ensure our Website and Services are available 24/7, we cannot guarantee this. We may suspend or withdraw or restrict the availability of all or any part of our Website or Services without notice for any reason.
3. Data and Privacy
   1. We process your personal data in a number of different ways depending on the Services you are accessing from us. Our Privacy Notice and Cookie Notice explain in detail the personal data we collect, how we use your personal data, with whom we share your personal data, how we maintain security of your data and your rights in relation to the personal data we hold about you.
   2. We will only send you marketing information where we have a lawful basis to do so, including, if required, your consent. You have a right to opt out of marketing communications at any time by changing the settings in your user profile or by contacting us at marketing.preferences@magaroo.com.
4. Account Registration
   1. You may only register to become an Account Holder if you are aged 18 or over.
   2. To register to be an Account Holder you must provide us with the information requested on the account registration pages of our Website (Registration Data). The information requested may vary depending on your relationship with Magaroo but will include personal data: see our Privacy Notice.
   3. All payments made through our Services are processed by our third party payment provider and its affiliates: Stripe Payments Europe, Ltd (Payment Processor). On setting up payment details in your account and periodically during the period that you are an Account Holder, our Payment Processor we will use your Registration Data to verify that you are who you say you are, to carry out fraud monitoring, prevention and detection activities and to monitor insights and patterns of payment transactions and other online signals to reduce the risk of fraud, money laundering and other harmful activity. This activity is carried out in accordance with the Stripe Global Privacy Policy.
   4. If you represent a Seller, before accepting you as a Seller, and periodically during the period that you are an Account Holder, Magaroo may check that you are authorised to have access to our Service on behalf of the Seller.
   5. You agree to provide true, accurate, current and complete information as prompted by the Service's registration form, which you must maintain and promptly update as applicable. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that this is the case, we have the right to refuse to register, suspend or terminate your account and refuse any and all current or future use of our Services. We reserve the right, at our discretion and without explanation, to refuse to register, suspend or terminate an account if the checks performed pursuant to clauses 4.3 and 4.4 are not completely satisfactory.
   6. As an Account Holder, you are responsible for maintaining the confidentiality of your account password and your account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify us by emailing security@magaroo.com of any unauthorised use of your password or account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this clause 4.6.
5. Charges and Payment
   1. There is no charge for browsing our Website and becoming an Account Holder.
   2. There are no fees for making purchases on our Marketplace. Fees for Sellers making sales using our Marketplace are set out in Terms for Sellers.
6. Cancellation and Termination
   1. You may close your user account at any time by using our account closure tool.
   2. We may, in our sole discretion and at any time, discontinue providing the Services, or any part of them, with or without notice. If your user account remains inactive for a period of two years from last log-in, we will contact you and give you not less than 30 days notice of closure of your user account. Your user account will be closed if you do not reactivate your user account by logging-in during the notice period.
   3. Cancellation or termination in accordance with clauses 6.1 and 6.2 will take effect on completion of all transactions that may be pending through our Marketplace and you will no longer be able to use our Marketplace to buy and sell products.
   4. After cancellation or termination, we will manage any data relating to your account in accordance with our data retention policies.
   5. We may, in our sole discretion, terminate your account, for any reason, including and without limitation, if we believe the information you have provided to us is not true, accurate, current and complete or if we believe that you have acted in a fraudulent manner or otherwise violated these terms or the Terms for Buyers or Terms for Sellers (as applicable). We will not be liable to you or any third-party for any termination of your access to the Service.
7. User Content and Acceptable Content Standards
   1. As between you and us, you own all rights in and have responsibility for ensuring the legality, reliability, integrity, accuracy and quality of all content (which may include, text, pictures, product information, product reviews, comment) which you upload to our Website (User Content).
   2. When you submit User Content you grant us an unconditional, non-exclusive, transferrable, royalty-free, worldwide licence to use your User Content in any manner necessary for the provision of the Services including to publish it on our Website.
   3. You can remove User Content from our Website by using the tools on our Website. There may be a delay between your instruction to remove User Content and our being able to do this or in some instances removal may be outside of our control.
   4. You must comply with the following Acceptable Content Standards when submitting User Content to our Website:

      You must ensure any User Content is:

      • accurate (where it states facts);
      • is genuinely held (where it states opinions); and
      • complies with applicable law in any country from which it is posted.

      You agree:

      • to provide precise, accurate, reliable and appropriate User Content at all times;

      Any User Content must not:

      • be unlawful, harmful, threatening, defamatory, obscene, deceitful, infringing, harassing, morally repugnant or racially or ethnically offensive;
      • facilitate illegal activity;
      • depict sexually explicit images;
      • promote violence;
      • be discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age;
      • infringe any copyright, database right, trade mark or any other intellectual property right of any other person; or
      • conceal identity or be likely to deceive any person
   5. We may reject, reclassify, or remove any User Content from our Website and Marketplace where, in our sole opinion, it violates our Acceptable Content Standards,
   6. We reserve the right to suspend or terminate your access to our Website if you materially breach the provisions of this section 7 or any of the other provisions of these terms. Further actions we may take include, but are not limited to:
      • removing any offending material from our Website;
      • issuing you with a written warning;
      • legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;
      • further legal action against you as appropriate;
      • disclosing such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
      • any other actions which we deem reasonably necessary, appropriate, and lawful.
   7. We exclude any and all liability arising out of any actions that we may take in response to breaches of these Website Use Terms or our Terms for Buyers or Terms for Sellers as applicable. You agree to indemnify us and our officers, directors and partners from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your User Content and your use of the Service. You are solely responsible for your actions when using the Service.
8. Intellectual Property Rights
   1. We are the owner or the licensee of all intellectual property rights in the Services, Website, and in the material published on it (other than User Content) and any necessary software used in connection with the Services (Software). These works are protected by copyright laws and treaties around the world. All such rights are reserved. Except as expressly authorised by us, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, the Website or the Software, in whole or in part.
   2. You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organisation to content posted on our Website. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
   3. You acknowledge that we will collect data on your use of our Website and Services for performance and service analysis. You grant us a world-wide, royalty-free, non-exclusive, perpetual licence to use non personally identifiable information from such data for the purposes of our business.
9. Third Party Sites
   1. Where our Website and Marketplace contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
   2. We have no control over the contents of those sites or resources and they will have their own terms of use and privacy notices, which you should review. We do not endorse and are not liable for any content, advertising, products, or other materials on or available from such sites or resources.
10. Viruses, Hacking and Other Offences
    1. You must not misuse our Website and Marketplace by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website and Marketplace, the server on which they are stored or any server, computer or database connected to our Services. You must not attack our Website and Marketplace via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.
    2. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website, our Services or to your downloading of any material posted on it, or on any website linked to it.
11. Limitations of our Responsibilities
    1. Our Website and the Marketplace are provided on an "as is" and "as available" basis. We will make reasonable efforts to maintain the Services, however, we are not responsible for any damage, costs, loss of revenue, or other harm to you or your business arising out of unavailability of the Services, mis-delivery or non-delivery of information or communications, restriction or loss of access to the Services or unauthorised or misuse of the Services by you or another due to your sharing of access to the Services.
    2. The Services are provided for the purposes of creating a Marketplace so that Sellers can make online sales to Buyers and Buyers can make online purchases from Sellers. The Services have not been developed to meet your individual requirements and do not offer advice on which you should rely. You should consider obtaining professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Services.
    3. We do not warrant that:
       • the Services will meet your specific requirements;
       • the Services will be uninterrupted or error-free;
       • any products or services purchased or obtained by you through the Marketplace will meet your expectations; and
       • all errors in the Software will be corrected.
12. Our responsibility for loss or damage suffered by you if you are a consumer
    1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill in the provision of the Services. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accept these terms, both we and you knew it might happen.
    2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
13. Our responsibility for loss or damage suffered by you if you are a business
    1. Nothing in these terms shall limit or exclude our liability for (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other matter in respect of which it would be unlawful for us to exclude or restrict liability.
    2. Subject to clause 13.1:
       • we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the provision of the Services; and
       • our total liability to you for all other losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500.
14. General
    1. Failure by us to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision.
    2. We may transfer our rights and obligations under these terms to another organisation. We will tell you if this happens and we will ensure that the transfer will not affect your rights under these terms. You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
    3. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
    4. These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
    5. If you are a business, the English courts will have exclusive jurisdiction over any claim arising from, or related to, these terms. If you are a consumer, you can bring proceedings in the English courts or in a court in the country in which you live. In respect of any infringement of our intellectual property rights, we reserve the right to bring proceedings against you in your country of residence or any other relevant country.
15. Changes to the Terms

    We reserve the right to update and change the terms from time to time by posting the revisions on our Website. If you are an Account Holder, to continue using our Services after any material changes to our terms, you will need to accept the revised changes when you next log in.

16. Contact Us

    If you have any questions, comments or concerns regarding these terms please contact us at legal@magaroo.com.