Formation of Contract:
1. The contract between us (Rated) and the Curator (the Curator), as set out in these Additional Terms for Curators, is formed on the date on which Rated notifies the Curator of its acceptance of the Curator’s application for a Curator Account to sell its products on the site by accepting upon sign up in-app creating a Rated curator account [and confirms the commission payable by the Curator in return for that service] (the start date).
2. After Rated’s acceptance of the Curator’s application, the Curator’s continued participation as a curator via Rated, is deemed to be confirmation that the Curator accepts these Additional Terms for Curators and that it agrees to comply with them. If the Curator does not agree to these Additional Terms for Curators, it must not proceed with any such activity as a Curator on the site.
3. The services to be provided by Rated under these Additional Terms for Curators are subject to the payment by the Curator of applicable commission within applicable payment periods, which shall be processed automatically by Rated. More information about applicable commission is set out in the Charges and Payment section below.
4. For The Avoidance of Doubt, The Curator Accepts That:
(a) Following the site’s confirmation to a buyer that it has received a buyer’s order for goods from the Curator, such confirmation is also deemed an irrevocable instruction to conclude a contract for the supply of goods between the Curator and that buyer;
(b) A contract for the supply of goods shall be formed between the Curator and the buyer when [the Curator] OR [Rated acting as agent on behalf of the Curator] confirms to the buyer that the Curator accepts the buyer’s order;
(c) At no time shall a contract for the supply of goods exist between Rated and the buyer in relation to any such order processed by the site.
Duration of the Contract:
6. From the start date, Rated shall provide the following services [substantively as described in the [Guidance for Curators]
(a) Provide the Curator with a dedicated area to which it may upload content for the purposes of selling its products. Such dedicated area may be used to list up to 6x different products per video;
(b) Maintain the online payment facilities via which buyers may pay for purchases [and the in-app messaging facility via which buyers and the Curator shall communicate];
(c) Act as commercial agent of the Curator in relation to its sale of its products by:
(i) Receiving and notifying the Curator of requests to purchase products made available via the Curator’s Content;
(ii) Providing a check-out facility including online payment mechanisms via which buyers’ payment for products will be processed;
(iii) Communicating with buyers on behalf of the Curator in relation to purchases;
(iv) Receiving payments from the buyers’ PayPal, Stripe, ApplePay or credit or debit card companies in relation to items purchased and, after the deduction of agreed commission due to Rated [and the addition of commission earned from Brand Partners], transferring such sums to the Curator in accordance with these Additional Terms for Curators and, subject to the date of Rated’s receipt of such payments from the buyers’ credit or debit card companies, such transfer shall be made within [14 days] of the Curator’s confirmation to Rated that the products ordered have been shipped to the buyer;
(v) [receiving and notifying the Curator of its buyers’ requests to return and/ or receive a refund;]
(d) Act as data processor on behalf of the Curator, who is the data controller of the personal data collected and processed by the site in relation to buyers;
(e) [promote the Curator’s products and encourage purchases through the site];
(f) [provide a “featured products” area of the site where the Curator may apply for premium listing of particular products [for an additional fee, the then current price of which will be provided to the Curator [upon request] OR[ insert the details of where such fees will be notified to the Curator]].]
7. The parties agree that Rated’s provision of the Services is subject to and dependant on:
(b) [the Curator, if operating as a business entity, being and remaining established (whether as a company, partnership, unincorporated association or sole trader) in the country in which such entity registered its Account; ]
(c) [the Curator ensuring that its dedicated area of Rated contains all information reasonably required to make a purchase and that such content is regularly updated, including:
(i) [the availability of stock (by labelling products as “in stock”, “out of stock” or “discontinued” and removing items from the site as soon as possible if the last one of a product has been sold or if there is a long delay before new stock of a product will be available);]
(ii) [applicable delivery costs and timings;]
(iii) [product prices, which must include all applicable taxes and other costs (although delivery costs can be detailed separately). In addition, VAT payable must be stated correctly at the rate prevailing at that date.]
(e) The content of the Curator’s dedicated area being in compliance with the Rated Community Policy and with additional instructions reasonably issued to Curators by Rated;
(f) [the content of the Curator’s dedicated area containing no listings for products which are being offered at a price (either with or without applicable delivery costs) that is more expensive than the price (either with or without applicable delivery costs) at which the Curator sells that product on its own website or on any other marketplace or website unconnected with Rated or the Brand Partners covered by these Curator Terms.]
(g) [none of the following details being provided to buyers directly by the Curator either through its dedicated are of the site or otherwise:
(i) Curator’s email address/es;
(ii) Any other details via which a buyer could communicate directly with the Curator, other than through the site.]
(h) [the Curator’s compliance with requirements set out in the [Guidance for Curators][other description (if any) provided about the services to Curators].
Charges and payment:
8. The parties agree and accept that, in consideration of the Services provided by Rated to facilitate the curation, sales and related transactions of the Curator, commission is payable by the Curator to Rated. Commission is calculated by reference to the total transaction amount received (including VAT and any other applicable taxes, if any, and shipping costs) in respect of any sale transaction made via Rated (the “Commission”). If the Commission payable is less than Rated’s minimum Commission, then the Curator will be required to pay the minimum Commission.
10. Commission with be deducted from the Curator’s PayPal account or the funds transferred to the Curator via Stripe or Apple Pay (whichever is applicable).
11. The Commission calculation process is as stated in the additional information provided to you by Rated when you register to participate as a Curator.
12. During the term of the contract between the Curator and Rated under these Curator’s Terms, Rated shall provide details within your Curator dashboard in respect of the Commission payable to and deductible by Rated.
13. [After the commencement of the contract for Curator Services between the Curator and Rated under these Curator’s Terms, the applicable commission may be updated by Rated from time to time in accordance with these Additional Terms for Curators.]
14. Unless otherwise specified, all Commission payments to Rated are [inclusive of VAT and applicable sales taxes] OR [exclusive of [and subject to] VAT at the rate prevailing at the relevant tax point and which is payable to Rated in addition to the commission payments].
15. [ In the event of a buyer’s request to return and receive a refund for goods and subject to (i) the Curator’s prompt processing of such refund and (ii) the Curator providing Rated with reasonably required evidence to confirm such refund, Rated shall reimburse the Curator for the Commission that it paid to Rated in relation to such goods, which sum shall be reduced by an amount equal to the costs (if any) incurred by Rated in relation to such transactions.]
16. Curators are responsible for all taxes (including any associated penalties, fines, charges) relating to the Curator’s sales of items through the third party payment processes provided. Curators must also comply with all applicable laws in relation to such taxes and shall promptly provide Rated with any information reasonably required to verify such compliance. To the extent possible under applicable law, the Curator shall reimburse Rated on demand any costs which Rated incurs as a result of the Curator’s failure to comply.
Commission from our Brand Partners:
17. [In consideration of Curator’s promotion of particular products, commission maybe earned by Curators from Rated’s Brand Partners, whose details and applicable commission will be provided to Curators [within the Curator’s analytics section in app] and/ or when uploading content.
18. Such commission earned will be calculated by reference to [the sales resulting from traffic to that Brand Partner’s site from your content] [and otherwise in the same way that Curator’s commission to Rated is calculated, as described above i.e. by reference to the total transaction amount received (including VAT and any other applicable taxes, if any, and shipping costs) in respect of any sale transaction made.
19. The additional provisos, applicable to the Curator’s commission to Rated, as described above, shall also apply and be construed accordingly in relation to the commission earned by Curator’s from Brand Partners i.e. application of PayPal charges, method via which such payment shall be processed and received by Curator, the provision of information about applicable commission and amounts earned, liability for applicable taxes and what happens when a refund is made etc].
Rated User Protection for Curators:
22. Where buyer users and Curator cannot agree a resolution, Rated will try to mediate a resolution between the Curator and the buyer users. If Rated find that the buyer user was correct in that the item was not as described or was not delivered, subject to the buyer user returning the item to the Curator, the Curator agrees to refund the full sale price of the item and where the Curator fails to do so, the Curator hereby gives Rated permission to do so on the Curator’s behalf.
24. Should the Curator decide to appeal any decision Rated has made under this section of the terms, then please contact us.
25. The Curator is responsible for the shipment of its items to the buyer users.
26. A Curator may request a refund for unused postage via email to Rated . Any refund is subject to the policies of the applicable courier. If the courier refuses to issue a refund, Rated is not liable for any postage amounts paid to such courier. If a refund is issued, it will be provided no earlier than [7 days] after the order date. Any postage or fee refund claims must be filed within [30 days] after the label has been issued.
27. Rated shall not be responsible for any local customs charges, import taxes or duties or any similar charge(s) incurred through the carriage and/or delivery of any shipments and the Curator must satisfy themselves as to whether any of these charges will become due, and if so in what amounts. If any such charges become due as a result of carriage and/or delivery of a shipment and are charged to Rated by any competent authority the Curator agrees to reimburse Rated fully in respect of the same within [7 days] of demand.
28. Each of the parties warrants to the other that it has full power and authority to enter into and perform this contract.
29. The Curator warrants that its activities concerning Rated shall be carried out with reasonable care and skill and in accordance with generally recognised commercial practices and standards, in particular:
(a) It shall comply with all applicable laws;
(b) The curated content provided by it shall be reasonably accurate. In particular, (i) the quality of the products delivered to buyers will be as described and will resemble the visual representations of the product provided by the Curator and (ii) the details of product materials/ ingredients shall be complete and shall highlight ingredients to which food allergies or intolerances are common.
(c) The terms under which it supplies its products to consumer buyers via Rated shall comply with applicable consumer protection laws and guidance and shall contain the information demanded or recommended by such consumer protection laws and guidance (for example, the Curator accepts that it is responsible for notifying the customer of its legal rights concerning cancellation/ returns and refunds and for ensuring that all legal requirements regarding such cancellation/ returns and refunds are met). In addition, the Curator warrants that (i) it shall not attempt to exclude terms implied by law requiring goods to be of satisfactory quality and conforming with the description given of the goods and (ii) it shall provide its products in packaging and labelled in a manner compliant with applicable laws and containing appropriate warnings regarding ingredients to which food allergies or intolerances are common;
(e) When free delivery is not applicable, the delivery charges that it imposes for the delivery of its products purchased via Rated, shall be fair and reasonable;
(f) It holds and shall continue to hold appropriate insurance cover in relation to its potential liability for the supply of its products and its obligations under these Additional Terms for Curators;
(g) It holds and shall continue to hold relevant tax registrations in relation to its supply of products through Rated and it shall account for and pay the sums due for tax liabilities arising as a result of the supply of those items, including in particular the payment of VAT receivable.]
30. Rated shall deliver the Services to the Curator with reasonable care and skill and in accordance with generally recognised commercial practices and standards.
30. Rated will take all reasonable steps to ensure that the area of Rated dedicated to the Curator shall be of a quality and functionality that is consistent with areas dedicated to other Curators.
32. Rated does not warrant that the operation of its website or app will be uninterrupted or free of errors and material defects and the parties also agree that other warranties, conditions or terms implied by law or custom shall not apply to the Services to the Curator.
Limitation of Remedies and Liability:
33. Nothing in these Additional Terms for Curators shall operate to exclude or limit either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.
34. Rated shall not be liable to the Curator for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
35. Save for the matters for which liability is not excluded or limited and which are listed above in paragraphs (a), (b) and (c), Rated’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with its provision of the Services under these Additional Terms for Curators, or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the commission paid to Rated by the Curator in relation to that calendar year.
36. The Curator shall reimburse Rated against all damages, losses and expenses arising as a result of (i) any action or claim of infringement of a third party’s Intellectual Property Rights (defined below), (ii) any breach of the Curator’s warranties or other obligations under these Additional Terms for Curators and/ or (iii) any action or claim of infringement of a third party’s rights under applicable data protection laws arising as a result of the Curator’s storage or processing of a buyer’s data of any kind.
37. As noted in the Formation of Contract section above, no contract for the provision of goods shall exist between Rated and the buyers of the Curator’s items and, for the avoidance of doubt, the parties agree that no items will be held, stored, delivered or handled in any manner for buyers by Rated. Therefore, Rated is not liable in any way for the Curator’s items and/ or for the Curator’s supply of goods to buyers. Nevertheless, the Curator shall notify Rated: (i) immediately in the event of the Curator receiving a complaint or notice of any potential legal action against it or Rated concerning products bought through the site and (ii) of the outcome of any request for to return a product, receive a refund or any complaint handled by it in relation to its activities on the site.
38. Without affecting any other right or remedy available to it, Rated may terminate these Additional Terms for Curators and the associated Account with immediate effect by giving written notice to the Curator if:
(a) The Curator commits a material breach of any term of these Additional Terms for Curators which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) The Curator repeatedly breaches any of the terms of these Additional Terms for Curators in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Additional Terms for Curators;
(c) The Curator suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) The Curator commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Curator;
(f) The Curator suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(g) Any warranty given by the Curator under these Additional Terms for Curators is found to be untrue or misleading.
(h) An Event Outside Our Control (defined below) has continued for a period of more than  days.
39. On [expiry or] termination of these Additional Terms for Curators:
(a) Rated shall promptly suspend public access to the Curator’s area of the site and shall proceed to delete its content accordingly; and
(b) any provision of these Additional Terms for Curators that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Additional Terms for Curators shall remain in full force and effect.
40. Termination or expiry of these Additional Terms for Curators shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
Confidentiality and Data Protection:
41. The parties agree that they shall keep in confidence the other party’s Confidential Information (defined below) that it receives and, except in accordance with these Additional Terms for Curators and for the purposes of providing the services described under these Additional Terms for Curators, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party.
42. Confidential Information means information concerning a party’s business affairs, plans, operations, processes, customers, clients, suppliers, product information, know how, designs, trade secrets, software or any other information that would reasonably be considered to be the confidential information of that business.
43. It shall not be a breach of these confidentiality obligations if Confidential Information is disclosed by the party that receives it and it is or was (i) already in that party’s lawful possession without any obligation of confidentiality; (ii) already in, or subsequently comes into, the public domain other than through a breach of this contract; or (iii) obliged to be disclosed by law or to meet the order of any regulatory authority or government agency.
44. These obligations of confidentiality shall remain in effect for [five] years after the termination or expiry of these Curator’s Terms.
46. The Curator shall [take reasonable steps to obtain Rated prior written approval of] OR [use its best endeavours to ensure that the reputation and commercial interests of Rated are not jeopardised by] media releases and public announcements by the Curator relating to its activities as a Curator on the site, including promotional or marketing material.
Events Outside Our Control:
47. Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Additional Terms for Curators that is caused by an Event Outside Our Control which causes that party’s failure or delays it. An Event Outside Our Control is defined below. For the avoidance of doubt, the parties agree that nothing in this clause shall remove the Curator’s liability to pay commission due for services received by it from Rated.
48. An Event Outside Our Control means any act or event beyond that party’s reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, national emergency, fire, explosion, storm, flood, earthquake, any other inclement weather, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, an inability or delay in obtaining supplies of adequate or suitable materials, restraints or delays affecting carriers or any other impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
49. The Curator may not assign or transfer any of its rights or obligations under these Additional Terms for Curators, unless it has the prior written consent of Rated [nor shall the Curator amend or assign responsibility for the production of its goods or services without the prior written approval of Rated].
Third party rights:
50. No one other than a party to these Additional Terms for Curators, their successors and permitted assignees, shall have any right to enforce any of its terms.
Rights and Remedies
51. Except as expressly provided in these Additional Terms for Curators, the rights and remedies provided under these Additional Terms for Curators are in addition to, and not exclusive of, any rights or remedies provided by law.