Provenance Hub Producer Services Agreement Version 3.1

Updated 28th August 2024
This version of this Agreement in English is the definitive legal version.
General Terms

Welcome to Provenance Hub, a suite of optional seller services including SELLING ON PROVENANCE HUB.

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND PROVENANCE HUB LIMITED (THE "AGREEMENT"). BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE PROVENANCE HUB SITE.

As used in this Agreement, "we," "us," and “Provenance Hub" means the Provenance Hub company named in the applicable Service Terms and "you" and “your” means the applicant (if registering for or using a Service as an individual), or the business the applicant is employed by or represents (if registering for or using a Service as a business). Capitalised terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.

1. Enrolment
By registering for or using the Services you confirm that you did not rely on any oral or written representations made by employees of Provenance Hub and/or any of its affiliates and that you chose the service based on your own due diligence and consideration. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Provenance Hub’s Privacy Notice.

2. Service Fee Payments
Fee details are described fully in the applicable Service Terms and Program Policies. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you authorise Provenance Hub to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.

3. Term and Termination
The term of this Agreement will start on the date of your completed registration for use of the Selling On Provenance Hub Service and continue until terminated by us or you as provided below. You may at any time terminate your use of the Selling on Provenance Hub Service immediately on notice to us via email, Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 14 days advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Provenance Hub’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including via Producer Office, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 15 and 17 of these General Terms survive.

4. Licence
You grant us a royalty-free, non-exclusive, worldwide, right and licence for the duration of your original and derivative intellectual property rights to use, any and all of Your Materials for the Services or other Provenance Hub product or service, and to sublicense the foregoing rights to our affiliates and operators of Provenance Hub Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the applicable Provenance Hub Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

5. Representations
Each party represents and warrants that: (a) if it is a business, it is duly organised, validly existing and in good standing under the laws of the territory in which the business is registered; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorisations its grants hereunder; (c) any information provided or made available by one party to the other party or its affiliates is accurate and complete, and it will promptly update such information as necessary to ensure it at all times remains accurate and complete, (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its member states, or other applicable government authority and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

6. Indemnification
6.1 Your indemnification obligations.
You will defend, indemnify, and hold harmless Provenance Hub, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable laws; (b) Your Products, including the offer, sale, fulfilment (except Your Products fulfilled using the Fulfilled By Provenance Hub service), refund, cancellation, return, or adjustments thereof, and any personal injury, death (to the extent the injury or death is not caused by Provenance Hub), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or, based on specific indications, alleged breach of any representations you have made.
6.2 Provenance Hub’s indemnification obligations. Provenance Hub will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Provenance Hub’s non-compliance with applicable laws; or (b) allegations that the operation of an Provenance Hub store infringes or misappropriates that third party’s intellectual property rights.
6.3 Process.
If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

7. Limitation of Liability
Both parties are only liable for damages suffered as a result of wilful misconduct or gross negligence. In case of minor negligence, the parties are only liable for (a) injury to life, body, or health; or (b) foreseeable typically occurring damages resulting from the breach of a fundamental contractual obligation.

8. Insurance
You will maintain at your expense throughout the Term public third party liability insurance with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the Provenance Hub Site, including product liability and bodily injury. At our request, you will provide to us certificates of insurance evidencing the coverage required by this Section 8 to the following address: Provenance Hub Limited, 7 Bell Yard, London, WC2A 2JR; and with a copy via email to risk@provenancehub.com.

9. Tax Matters
Your use of Services is subject to Provenance Hub’s Tax And Regulatory Policy listed under the PROGRAM POLICIES. You will comply with any applicable tax laws and fulfil all obligations to the tax authorities in a timely and complete manner.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as VAT and Intrastat returns and issuing VAT invoices/credit memos where required. Provenance Hub is responsible for collecting, remitting or reporting any VAT or other taxes arising from sales on the Provenance Hub Site. Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, sales, use or similar taxes from you, you will pay such taxes to us.
If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

10. Self Billing
When A Transaction is carried out for any of Your Products on the Provenance Hub Site, you agree that Provenance Hub will issue a self-billed invoice from you to Provenance Hub. A self-billed invoice may be for a debit or credit. Your agreement for Provenance Hub to issue self-billing invoices will start from your Selling on Provenance Hub Launch Date and continue until the date on which this Agreement is terminated by us or you (see clause 3 'Term and Termination’ and the ‘Producer Services Agreement’. Self-billed invoices will contain any information that we determine is required to issue a VAT-compliant invoice under the applicable Law. Provenance Hub may retain this information and use it as required by Law. You must notify us immediately if you (i) are aware of any additional information that needs to be provided to the self-billed invoices to comply with the applicable Law, (ii) cease to be registered for VAT, or (iii) change your VAT registration number. Self- billed invoices will be issued in the currency of the applicable Provenance Hub order transaction. Each self- billed invoice will be considered accepted if you do not reject it within 30 days from the date of issue. You agree to not raise separate sales invoices for the transactions covered by a self-billed invoice.

11. Confidentiality and Personal Data
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Provenance Hub’s exclusive property except for customer personal data owned by the respective customer; (b) you and your affiliates will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party except as required to comply with the law; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the Provenance Hub Mark as defined in and according to the Trademark Usage Guidelines available in Producer Office; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
We act as a data controller of any customer personal data collected via the Services. You are controllers of the customer personal data that are strictly necessary to fulfil orders and may not use any such customer personal data (including contact information) for any purpose other than fulfilling orders, via Provenance Hub, in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

12. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.
This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any Person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions of this Agreement are intended to be and are for the sole and exclusive benefit of Provenance Hub, you, and relying customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use.

14. Suggestions and Other Information
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Provenance Hub Site or Service (including any related Technology), you will, to the extent necessary and authorised by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

15. Modification
We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.
However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17. Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
16. Password Security
Any password we provide to you may be used only during the Term to access Producer Office (or other tools we provide) to use the Services, electronically accept Your Transactions, and review your completed Transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account or Producer Office in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

17. Miscellaneous
The laws of England and Wales govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute relating in any way to your use of the Services or this Agreement will be adjudicated in the courts of London in England and Wales. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Provenance Hub, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganisation; and effective upon such assignment, the assignee is deemed substituted for Provenance Hub as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.
Provenance Hub retains the right to immediately halt any Transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorised items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.
The authentic language of this Agreement and subsidiary or associated documentation is English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail.
Provenance Hub will provide notice to you under this Agreement by posting changes on Producer Office or on the applicable Provenance Hub Services site to which the changes relate, by sending you an email notification, or by similar means. You must send all notices and other communications relating to Provenance Hub to our Producer Partner Support team via Producer Office, email to producerteam.uk@provenancehub.com; or similar means. We may also communicate with you in connection with your product listings, sales, and the Services electronically and in other media, and you consent to such communications. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
Definitions
As used in this Agreement, the following terms have the following meanings:
"Provenance Hub Associated Properties" means any website, device, service, feature, or other online point of presence, or any type of media, other than an Provenance Hub Site, through which any Provenance Hub Site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described.
"Provenance Hub Site" means provenancehub.com
"Content" means copyrightable works under applicable Law and content protected by database rights.
"Excluded Products" means, as applicable, the products or items set forth in Producer Office in the Product Content Restrictions
"Insurance Limits" means one of the following as a minimum level of cover: Five Hundred Thousand Euros (€500,000) OR
Four Hundred Thousand British Pounds (£400,000)
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means the applicable one of the following:
Euros if your registered office for tax purposes in in France, Germany, Spain or other country where the EURO is the designated national currency by the national government.
British Pounds GBP if your registered office for tax purposes is the United Kingdom.
"Order Information" means, with respect to any of Your Products sold through any Provenance Hub Site by Provenance Hub, the order information and shipping information that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Program Policies" means all policies and program terms provided on the Program Policies page.
"Provenance Hub" and "Provenance Hub Limited" means Provenance Hub Limited. Registered in England
and Wales with company number 11292255 and whose registered address is 7 Bell Yard, London, WC2A 2JR.
"Sales Proceeds" means the net monies owed by Provenance Hub Site to you, in the course of any of Your Transactions, for which a self-billed invoice has been produced. This excludes any taxes or duties.
"Producer Office" means the online portal and tools made available by Provenance Hub to you, for your use in managing your orders, inventory and presence on a particular Provenance Hub Site or any other online point of presence.
"Service" means each of the following services that Provenance Hub makes available on one or more of the Provenance Hub Sites: the Selling on Provenance Hub Service; the Fulfilment by Provenance Hub Service; and any related services we make available.
"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for or use the applicable Service and any subsequent modifications we are permitted to make to those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.
"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your affiliates to Provenance Hub or its affiliates.
"Your Product" means any product or service that you: (a) have offered to Provenance Hub to be made available for sale by Provenance Hub through the Selling on Provenance Hub Service; or (b) have fulfilled or otherwise processed through the Fulfilment by Provenance Hub Service.
"Your Sales Channels" means all sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores.
"Your Taxes" means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason (i) in connection with sale of products or services by you to Provenance Hub or through or in connection with the Services, (ii) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange, or (iii) otherwise in connection with any action, inaction or omission of you or your affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. Also, as it is used in the Fulfilment by Provenance Hub Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Provenance Hub or any of its affiliates in connection with or as a result of (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Provenance Hub; or (b) the fulfilment, shipping, gift wrapping or other actions by Provenance Hub to Your Products pursuant to the Fulfilment by Provenance Hub Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) by Provenance Hub through a Provenance Hub Site.

Selling on Provenance Hub Service Terms & Contract of Supply Agreement

The Selling on Provenance Hub Service ("Selling on Provenance Hub") is a Service that allows you to list certain of your products and services for sale by Provenance Hub via the Provenance Hub Sites. Selling on Provenance Hub is operated by Provenance Hub Limited. The ‘Selling on Provenance Hub’ Service Terms incorporates a contract of supply agreement between us. Not withstanding any availability or stock levels that you may have notified us of though Producer Office, via email to producerteam.uk@provenancehub.com, or by other similar means for Your Products, you agree to make available to, and to supply Your Products to Provenance Hub from the date at which your products are first made available for sale on the Provenance Hub Site, and until such time as this agreement (“Selling on Provenance Hub”) is terminated as set out in clause 3 ‘Term and Termination’ of the ‘Producer Services Agreement’.
These Selling on Provenance Hub Service Terms are part of the Provenance Hub Producer Services Agreement ("Producer Services Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Provenance Hub. Unless defined in these Selling on Provenance Hub Service Terms (including the Selling on Provenance Hub Definitions), other terms terms and capitalised terms have meanings given them in the Producer Services Agreement.

S-1. Your Product Listings and Orders
S-1.1 Products and Product Information
You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product or service that you make available to be listed for sale through any Provenance Hub Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and the offer and subsequent sale of any of the same on any Provenance Hub Site comply with all applicable Laws (including all marking and labelling requirements) and do not violate any third party’s copyright, trademark, design, database or other rights. You may not provide any information for, or otherwise seek to list for sale on the Provenance Hub Sites, any Excluded Products; or request that any URL Marks be used, on any Provenance Hub Site. For each item you list on any of the Provenance Hub Sites, you will provide to us the full address from which the item ships.
S-1.2 Product Listings, Merchandising & Order Processing
We will list Your Products for sale and make them available for purchase from Provenance Hub on a particular Provenance Hub Site(s) on the applicable Selling on Provenance Hub Launch Date, and conduct merchandising and promote Your Products in accordance with the Producer Services Agreement (including via the Provenance Hub Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable Provenance Hub Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and Provenance Hub may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds relating to sales made on the Provenance Hub Site(s) attributed to a corresponding self-billed invoice will be paid via bank transfer to your nominated bank account(s) subject to the terms of the Provenance Hub Payment and Currency Terms and Conditions.
S-1.3 Shipping and Handling Charges
For those of Your Products sold on or through the Provenance Hub Site we will determine shipping and handling charges payable to you, hereafter referred to as ‘Shipping Bonus’, if applicable, via and subject to those set out and agreed in the Provenance Hub Shipping Bonus Schedule. For those of Your Products that are fulfilled using Fulfilment by Provenance Hub, please refer to the Fulfilment by Provenance Hub Service Terms.

S-2. Sale and Fulfilment, Refunds and Returns
S-2.1 Sale and Fulfilment
Other than as described in the Fulfilment by Provenance Hub Service Terms (if you use the Fulfilment by Provenance Hub Service), when using the Selling on Provenance Hub Service, you will make available to Provenance Hub for purchase and resale Your Products and: (a) fulfil, ship and deliver Your Products that are not fulfilled using the Fulfilment by Provenance Hub Service, and make available to Provenance Hub Your Products that are fulfilled using Fulfilment by Provenance Hub, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Producer Services Agreement, and all terms provided by you and displayed on the applicable Provenance Hub Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the applicable Provenance Hub Site at the time of the applicable order (which terms and conditions will be in accordance with the Producer Services Agreement) or as may be required under the Producer Services Agreement; (e) ship and fulfil Your Products throughout the Provenance Hub Site (except to the extent prohibited by Law or the Producer Services Agreement); (f) provide to Provenance Hub information regarding shipment, fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products and services made available for listing for sale by Provenance Hub hereunder; (h) include an order-specific packing slip within each shipment of Your Products; (i) not send customers emails confirming orders, shipments or fulfilment of Your Products. For those of Your Products that are fulfilled using Fulfilment by Provenance Hub, if any, the Fulfilment by Provenance Hub Service Terms will apply to the storage, fulfilment and delivery of such Products.
S-2.2 Cancellations, Returns and Refunds
For all of Your Products that are not fulfilled using Fulfilment by Provenance Hub, you will accept and process cancellations, returns, refunds and adjustments in accordance with these Service Terms, the Provenance Hub Refund Policy, Program Policies and Provenance Hub Customer Guarantee published at the time of the applicable order. If there is any conflict between the service terms, cancellation terms , refund policy or the customer guarantee mentioned in the foregoing sentence, the effect of these shall be limited in so much as that the cancellation, returns, customer guarantee or refund policy that Provenance Hub has offered to its customer for Your Products will also be offered by you to Provenance Hub. Except as otherwise set forth in the Program Policies, such terms as published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments to Provenance Hub that you are obligated to provide as required by Law and by any terms in the Producer Services Agreement, the applicable Provenance Hub Refund Policy, Provenance Hub Customer Guarantee or in this ‘Selling on Provenance Hub’ Service agreement, and in no case later than thirty (14) calendar days following after the obligation arises.

S-3. Problems with Your Products
S-3.1 Delivery Errors, Nonconformities & Recalls
You are responsible for any non-performance, non-delivery, misdelivery, theft, damage or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which Provenance Hub Limited is responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfilment by Provenance Hub, if any, the Fulfilment by Provenance Hub Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non- conformity or defect in, or any public or private recall of, as well as any other safety concerns related to, any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products. If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Provenance Hub or third parties, then we may mitigate them including by determining whether a customer will receive a refund, adjustment or replacement for any of Your Products for as long as we determine any related risks to Provenance Hub or third parties persist.
S-3.2 Customer Guarantee
If we inform you that we process a claim under the “Provenance Hub Customer Guarantee” offered on a particular Provenance Hub Site or any other dispute relating to the offer, sale or fulfilment of Your Product(s), concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim or dispute is your responsibility, you (i) will not take recourse against our, Provenance Hub’s, customer, and (ii) are responsible for reimbursing Provenance Hub Limited for the amount paid to you by Provenance Hub for the transaction as detailed in the self billed invoice for the corresponding transaction (including taxes and shipping bonus, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re- presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.
S-3.3 Handling of Returns
For all returns, Provenance Hub will decide if these will be sent directly from its customer to you, or if it will arrange for these returns to be processed at a local or national returns centre. Where returns are sent to a local or national returns distribution centre, Provenance Hub will process these and create a self billed credit note at the time of receipt, and whilst Provenance Hub may at its discretion collate multiple returns for Your Products together, and send these to you at a later date, it will not do so less than every 45 days. Irrespective of the foregoing sentence, the receipt of returned goods by Provenance Hub will have the same effect as if they had been received by you.
S-4. Compensation
You hereby irrevocably authorise Provenance Hub to offset any amounts that are payable by you to us (in reimbursement or otherwise) against payments we may make to you in respect of self-billed invoices for Your Products that you supply and sell to us, including; (a) the applicable Referral Fees; and (b) the non-refundable Selling on Provenance Hub Subscription Fee to cover the cost of registering for your Selling on Provenance Hub seller account and the ongoing costs of maintaining it. The Selling on Provenance Hub Subscription Fee is payable in advance for each month (or for each transaction, if applicable) during the term of this Agreement.

“Selling on Provenance Hub Subscription Fee” means the fee specified in your Selling on Provenance Hub Fee Schedule. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Producer Services Agreement; (y) “Shipping Bonus” has the meaning set out in the
definitions of this Selling on Provenance Service Terms and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the applicable Provenance Hub Site specified on the Provenance Hub Site at the time of Your Transaction, based on the categorisation by Provenance Hub of the type of product that is the subject of Your Transaction.
All taxes or surcharges imposed on fees payable by you to us or our affiliates will be your responsibility.

S-5. Provenance Hub’s Websites and Services
Provenance Hub has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the Provenance Hub Stores, and all aspects of each Selling Service, including your use of the same. Provenance Hub may assign any of these rights or delegate any of its responsibilities.

S-6. Tax Matters
Without prejudice to the generality of the foregoing:
(a) If you are a business that is established in a European Union country and you provide us with your valid VAT registration number used for intra-EU transactions, VAT will not be charged by Provenance Hub on the fees under these Service Terms or on Self-Billing Invoices provided you are not established in the United Kingdom, and did not supply a VAT registration number issued by United Kingdom authorities. You hereby give the following warranties and representations, namely: (i) that the VAT registration number you submit to Provenance Hub belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT registration number you submit to Provenance Hub; and (iii) that the VAT registration number and all other information provided by you is true, accurate and current, and you will immediately update any such information held by Provenance Hub in case of any changes.
(b) If you are in business and established in a European Union country, but you do not have a VAT registration number issued by one of the European Union countries, then you will be able to provide Provenance Hub with other evidence that you are in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that you are in business. Once your evidence is reviewed and accepted by Provenance Hub, VAT will be charged by Provenance Hub on the fees and Self Billing Invoices hereunder. You hereby give the following warranties and representations, namely: (i) that the evidence you submit to Provenance Hub belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the evidence you submit to Provenance Hub; and (iii) that the evidence and all other information provided by you is true, accurate and current and you will immediately update any such information held by Provenance Hub in case of any changes.
(c) Provenance Hub reserves the right to request additional information and to confirm the validity of any seller account information (including without limitation your VAT registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.
(d) We reserve the right to charge you any applicable un-billed VAT if you provide a VAT registration number or evidence of being in business that is determined to be invalid.
(e) If you are a business that is established in a European Union country and you provide us with a valid VAT registration number that was issued to you by a European Union country or provide evidence of being in business, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.
(f) If you are a business that is established in Switzerland or Liechtenstein and provide us with a VAT registration number, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.
S-7. Risk and Retention of Title
When A Transaction is made for Your Products on the Provenance Hub Site you will be notified via Producer Office. At the time you fulfil and ship the order, the legal and beneficial title of the goods shipped shall pass to Provenance Hub, and compensation due for them becomes the sole responsibility of Provenance Hub. Not withstanding anything contained within this clause or the foregoing sentence (S-7 Risk and Retention) risk of damage to or the loss of goods does not pass to Provenance Hub, and this liability shall remain, until such time as the goods have been duly delivered to, and where applicable signed for by the addressee at the address as stipulated in the ‘Shipment Notification’.

S-8. Inspection, Shortage and Defective Goods
The terms by which we handle any shortages or defective goods shipped under this agreement, or the time by which an inspection must be carried out will be wholly derived by the appropriate sections of the Provenance Hub Customer Guarantee and Returns Policy, which form part of your contract of supply for your products and services to Provenance Hub as detailed in S3.1 ‘Delivery errors and non-conformities’.

S-9. Third Party Rights
A person who is not a party to this Agreement shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

Selling on Provenance Hub Definitions
"Provenance Hub" and "Provenance Hub Limited" means Provenance Hub Limited. Registered in England
and Wales with company number 11292255 and whose registered address is 7 Bell Yard, London, WC2A 2JR.
"Provenance Hub Refund Policies" means the return and refund policies published on a particular Provenance Hub Site and applicable to products sold by Provenance Hub Limited via such Provenance Hub Site.
"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory product data provided to Provenance Hub for Your Product; or (b) the Provenance Hub standard shipping window that requires shipment within one (1) business day, one (1) business days after the date on which the relevant order is placed by the customer.
"Purchase Price" means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).
"Required Product Information" means, with respect to each of Your Products in connection with a particular Provenance Hub Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific product origin and provenance information, product options (b) SKU and EAN/UPC numbers or other identifying information as Provenance Hub may reasonably request; (c) information regarding stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by Provenance Hub from time to time); (d) digitised images that accurately depicts only Your Product, complies with all Provenance Hub image guidelines and does not include any additional logos, text or other markings; (f) Purchase Price in the local currency for all countries in which you wish the product to be sold as well as your Local Currency; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) product dimensions; (k) weight; (l) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) (p) the state or country Your Products ships from; and (q) any other information reasonably requested by us (e.g., full product labelling information or certifications or awards).
"Selling on Provenance Hub Launch Date" means the date on which we first list one of Your Products for sale on a particular Provenance Hub Site.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the Producer Services Agreement; however, as used in these Service Terms, it means any and all such transactions through Selling on Provenance Hub only.

Selling on Provenance Hub Fee Schedule

The Selling on Provenance Hub Service ("Selling on Provenance Hub") is a Service that allows you to list certain products and services for sale on the Provenance Hub Sites by Provenance Hub to its customers. Selling on Provenance Hub is operated by Provenance Hub Limited. You will be sent your detailed Selling on Provenance Hub Fee Schedule thats applies (all fees are VAT exclusive).
Selling Fees
When we sell Your Item, Provenance Hub collects the amount paid by the buyer (including the item price and any shipping, gift wrap, or other charges). Provenance Hub enters into a contract to supply Your Item to the buyer, subject to the prevailing Customer Conditions of Sale published at the time of the sale.
Selling on Provenance Hub Subscription Fee
Selling on Provenance Hub Subscription Fee: This may be waived for a promotional period from date of signing. (£25.00 pcm standard fee)
Referral Fees
Producers pay a referral fee on each of their products sold by Provenance Hub on the Provenance Hub Sites. For all products, Provenance Hub deducts the applicable referral fee percentage calculated on the total gross sales price. The total sales price is the total amount paid by the buyer for Your Product, including the item price and any gift wrapping charges, tax, VAT or duties.
Refund Administration Fee
If we refund for an order, we will refund you the amount of the referral fee you paid for the Your Product(s), minus the applicable Refund Administration Fee, which is the lesser of GBP 1.00 or 5% of the applicable referral fee.
Selling on Provenance Hub Shipping Bonus Schedule
The Selling on Provenance Hub Service ("Selling on Provenance Hub") is a Service that allows you to list certain products and services for sale on the Provenance Hub Sites by Provenance Hub to its customers. Selling on Provenance Hub is operated by Provenance Hub Limited. The following Selling on Provenance Hub Shipping Bonus Schedule applies (all fees are VAT exclusive).
Shipping Bonus
For every order for one or more of Your Products that YOU fulfil and ship, irrespective of the number of Your Item(s) it contains, Provenance Hub pays you a “Shipping Bonus” dependant on the final shipping destination country as detailed below. You agree that no additional shipping, handling or fulfilment costs or charges will be made to Provenance Hub by you. The applicable Shipping Bonus will be applied to to the corresponding self- billed invoice, or, and at our discretion a separate self-billed invoice credit note no later than 7 days from the date of dispatch.
Where an item or order is Fulfilled by Provenance Hub (FBPH) no Shipping Bonus will be Paid.
Refund Administration Fee
If we refund for an order, for which you have received a Shipping Bonus, which is subject to the terms of the Provenance Hub Returns Policy or Provenance Hub Customer Guarantee, and if a refund for all or part of Your Transaction been applied for this by Provenance Hub to its customer will reclaim from you the amount of the shipping bonus.

Selling on Provenance Hub Payment & Currency Terms and Conditions

Provenance Hub Payment Terms

When Provenance Hub sells Your Item(s), it receives payment for these from its customer and will make available to you the Order Information to enable you to fulfil and ship the order on Provenance Hub’s behalf via Producer Office (unless you are using the Fulfilment by Provenance Hub Service). This will include the details of which of Your Products you are to dispatch, and the name and address to which the order should be dispatched. Provenance Hub produces a self billed invoice from you to Provenance Hub (as detailed in the ‘Producer Services Agreement’ and ‘Selling on Provenance Hub’ Service Terms) for each order that you fulfil and dispatch on its behalf. Within 14 days of the shipment of the order we will make payment for this self-billed invoice to the bank account ("Your Bank Account”), less any refunds, fees, costs and reimbursements due to us ("Reverse Transactions”) that are owed by other transactions.
Provenance Hub may process transactions in currencies other than Your Local Currency. As a result Provenance Hub self-billed invoices may be in a currency other than Your Local Currency. You have the option to provide Provenance Hub with bank account details for each of the currencies that we offer on the Provenance Hub Site. If you do not provide us with bank accounts for the payment of self-billed invoices in these other currencies, then you hereby authorise Provenance Hub to convert these funds into the currency of “Your Bank Account” via the Provenance Hub Currency Convertor.

Provenance Hub Currency Convertor

Use of Provenance Hub Currency Converter for Sellers is governed by the Provenance Hub seller service agreement (e.g. Provenance Hub Producer Services Agreement) that you have entered into with Provenance Hub Limited or one of its affiliates ("we", "us", "our"), as supplemented by the following terms and conditions. In addition to Provenance Hub Currency Converter for Producers, the Provenance Hub seller service agreement governs your offering of products for purchase on provenancehub.com (the "Provenance Hub Site") and our fulfilment of your products, including payment of self-billed invoices (“Invoice Payment") to the bank account that you specify in your Provenance Hub Producer Office ("Your Bank Account"), as well as any refunds, fees, costs and reimbursements due to us ("Reverse Transactions").
1. When you elect to use Provenance Hub Currency Convertor for Producers, you are only asking us to change the currency in which we make payment to you for a self-billed invoice (and any necessary Reverse Transaction) to the currency of the country/region in which Your Bank Account is located ("Your Bank Location Currency"). You are not tendering payment in one currency and receiving from us another currency, nor are we altering the currency of a self-billed invoice.
2. Any conversion from or to Your Bank Location Currency using Provenance Hub Currency Convertor for Producers will take place at the exchange rate applied by our third party service provider at the time we initiate the Invoice Payment or Reverse Transaction, which incorporates and reflects all fees and charges for payment in the currency you select ("Applicable Exchange Rate"). Such third party service provider will then facilitate the conversion of the currency of each Invoice Payment or Reverse Transaction from or to Your Bank Location Currency. We may share information about you or your transactions with any such third party service provider as required to complete your Invoice Payment or Reverse Transaction, as applicable. Exchange rates fluctuate under market conditions that are not under our control, so the Applicable Exchange Rate for each Invoice Payment and each Reverse Transaction might be different. The Applicable Exchange Rate only applies at the time of each Invoice Payment or Reverse Transaction and may change for future Invoice Payment and Reverse Transactions.
3. You may discontinue use of the Provenance Hub Currency Convertor for Producers at any time. If you do so, you must first update the information for Your Bank Account to include a bank account for which the local currency is the same as the currency of the transactions for Your Products on the Provenance Hub Site. Subsequent Invoice Payments may take up to an extra 14 days to allow for the updated bank account information to take effect.
4. When using Provenance Hub Currency Convertor for Producers, you bear the risk, if any, that the exchange rate at the time of sale of your products on the Provenance Hub Site, or at the time when any refund, reimbursement, fee or cost is incurred, differs from the Estimated Exchange Rate and/or the Applicable Exchange Rate. Your use of Provenance Hub Currency Convertor for Producers and these terms and conditions are independent of, and do not provide any additional rights with respect to, your contractual obligations. For clarity the buyer of your products on the Provenance Hub Site is neither involved in providing Provenance Hub Currency Convertor for Producers to you, nor a party to these terms and conditions.
5. We may make changes to Provenance Hub Currency Convertor for Producers and these terms and conditions at any time and solely at our discretion. Any changes (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Provenance Hub Currency Convertor for Producers (where this does not materially adversely affect your use of Provenance Hub Currency Convertor for Producers); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive will be effective upon the posting of such changes on your Provenance Hub seller account or on the Provenance Hub Site. Any other changes will be effective 15 days after the posting of such changes on your Provenance Hub seller account or on the Provenance Hub Site. You are responsible for reviewing these locations and informing yourself of all applicable changes or notices. You should refer regularly to your Provenance Hub seller account and the Provenance Hub Site respectively to understand the current terms and conditions related to Provenance Hub Currency Convertor for Producers. YOUR CONTINUED USE OF THE PROVENANCE HUB CURRENCY CONVERTOR FOR PRODUCERS AFTER ANY SUCH CHANGES HAVE BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO AND/OR THESE TERMS AND CONDITIONS, YOU MUST NOT CONTINUE TO USE THE PROVENANCE HUB CURRENCY CONVERTOR FOR PRODUCERS. You will be subject to the terms and conditions in force at the time that you use Provenance Hub Currency Convertor for Producers, unless any change to these terms and conditions is required to be made by law or government authority (in which case it will apply to all orders as required by that law or government authority). If any of these terms and conditions is deemed invalid, void, or for any reason unenforceable by a court, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.
6. Our failure to enforce your strict performance of any provision of these terms and conditions will not constitute a waiver of our right to enforce such provision or any other provision of these terms and conditions subsequently.
7. We may terminate your use of Provenance Hub Currency Convertor for Producers for convenience with 30 days’ advance notice. We also retain the right to immediately suspend or terminate your use of Provenance Hub Currency Convertor for Producers if we determine that (a) you have materially breached an applicable agreement with us and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be, used for deceptive or fraudulent, or illegal activity; or (c) your use of Provenance Hub Currency Convertor for Producers has harmed, or our controls identify that it might harm, other
Sellers, customers, or Provenance Hub’s legitimate interests.
8. From time to time our third-party service provider may restrict, place on hold or delay payments made to
you via this service pending further information. You will supply any reasonable request for further information requested by them to us within a reasonable period of time, or within period of time required by them to release any hold or restriction they have placed on our payment to you, or to prevent further delay in the completion of future payments.

DECLARATION

By signing I confirm that I have read and accept to be bound by the terms of the ‘Producer Services Agreement’, ‘Selling on Provenance Hub & Contract of Supply Agreement’, ‘Selling on Provenance Hub Fee Schedule’ , ‘Selling on Provenance Hub Shipping Bonus Schedule’ and terms of the ‘Selling on Provenance Hub Payment & Currency Terms and Conditions’ contained herein and that I am duly authorised to accept them on behalf of a business or organisation, if I am acting on behalf of a business.