Terms of Business

01. About these Terms

Vapelody.UK is a trading name of Zagran Ltd, registered in England under company number 16334360. These Terms of Business (“Terms”) govern access to and use of the Vapelody.UK business-to-business marketplace and associated services.

Vapelody is intended to enable approved businesses to establish trading relationships, source and supply products, manage wholesale and dropshipping activity, connect supported online stores and commerce channels, exchange operational information and administer related marketplace transactions.

These Terms should be read together with the commercial information shown on the applicable subscription or pricing page, any order-specific or listing-specific terms shown before a transaction is confirmed, and the Privacy Policy and Cookie Policy.

02. Business eligibility

A Vapelody account may be held by a company, partnership, sole trader or other organisation carrying on a genuine business activity. An individual operating an account on behalf of a business must be at least 18 years old and authorised to act for that business.

Vapelody may require information reasonably necessary to verify the identity, authority, trading status, company details, VAT status, business address, payment information or other particulars of an applicant or account holder. Approval is at Vapelody's discretion, exercised reasonably and in accordance with applicable law and these Terms.

Users must ensure that information supplied to Vapelody is accurate, current and not misleading. Vapelody may request further information where reasonably required for verification, safety, fraud prevention, regulatory compliance or marketplace integrity.

03. Contract formation & acceptance

Submission of an application does not of itself create a right to use Vapelody. A contract for Vapelody services is formed when an application has been accepted and the applicable subscription has been activated, or when Vapelody otherwise confirms that paid access has commenced.

By paying a subscription fee, activating a paid plan, or continuing to use the platform after approval where payment is due, the User confirms acceptance of:

• these Terms;
• the price, billing period and commercial conditions shown for the selected subscription;
• any transaction fee or usage fee identified on the applicable pricing page; and
• any additional condition clearly presented before the relevant paid feature or transaction is confirmed.

Vapelody will make the applicable contractual terms available electronically in a form capable of being stored or reproduced and will provide electronic confirmation of subscription activation or an electronically placed order where required.

If a specific written agreement signed by Vapelody and the User conflicts with these Terms, that signed agreement prevails to the extent of the conflict. Commercial details stated for a particular subscription prevail over these Terms only in relation to that subscription's price, billing period, included features or expressly stated commercial condition.

04. Vapelody's role

Vapelody provides marketplace infrastructure and connected-commerce services. Unless Vapelody is expressly identified as the seller in a particular transaction, Vapelody is not the seller of products supplied through Supplier Listings and does not take title to those products.

The commercial contract for goods sourced through a Supplier Listing is between the relevant Supplier and Retailer. Vapelody may facilitate product discovery, catalogue information, order transmission, payment-related records, communication, status updates, synchronisation and other operational functions, but that facilitation does not make Vapelody the manufacturer, importer, distributor, Supplier or Retailer of the goods.

Nothing in these Terms creates a partnership, joint venture, employment relationship, commercial agency or fiduciary relationship between Vapelody and a User, or between one User and another, except to the extent expressly agreed in writing.

05. Accounts, approval & business profiles

Vapelody may place an account in Pending Admin Approval, Active, Suspended or another operational status reasonably required to administer the service.

Certain business profile information, product submissions and later amendments may require approval before publication. Where a previously approved value remains in use while a replacement is reviewed, the proposed value will not become authoritative merely because it has been submitted.

Vapelody may approve, reject, edit with the User's agreement, return for correction or remove submitted information where reasonably necessary to maintain accuracy, presentation standards, legal compliance, product safety or marketplace integrity.

Users are responsible for safeguarding account credentials and for activity carried out through their authorised accounts. Suspected unauthorised access must be reported promptly.

06. Subscriptions, renewals & platform fees

Vapelody may offer monthly, annual or other business subscription plans. The current subscription charge, billing period, included features, usage allowances and any introductory or promotional conditions are those shown on the relevant subscription page when the subscription is purchased or renewed.

Where a subscription is described as recurring, the User authorises the applicable recurring charge until renewal is cancelled in accordance with the subscription controls or other cancellation method made available by Vapelody. Where a plan is non-renewing, access ends at the expiry of the paid period unless a new subscription is purchased.

In addition to subscription charges, Vapelody may charge a transaction or per-item platform fee in respect of qualifying marketplace sales or other chargeable activity. The amount and charging basis are shown on the applicable pricing or subscription page and form part of the contract. Vapelody is not required to reproduce those monetary amounts in these Terms.

Unless stated otherwise, quoted business prices are exclusive of VAT and other taxes properly chargeable. The User is responsible for taxes applicable to its own business, sales and profits.

Vapelody may change subscription charges or platform fees by giving reasonable advance notice. A material increase to a recurring subscription will ordinarily take effect no earlier than the next renewal following the notice period. Changes required by law, taxation or a third-party payment arrangement may take effect sooner where reasonably necessary.

Failure of a due payment may result in restricted functionality, suspension or expiry of the subscription after any notice or retry process that Vapelody elects to provide.

07. Supplier obligations

A Supplier is responsible for the Supplier Listing and for all information and obligations that properly belong to the supply side of a transaction. In particular, a Supplier must:

• provide accurate product descriptions, images, Supplier SKUs, stock information, costs, VAT treatment and supply terms;
• state accurately whether a product is available for wholesale, dropshipping or both;
• keep stock and availability information reasonably current;
• honour accepted orders in accordance with the applicable listing and order terms;
• despatch goods within the promised timeframe and provide accurate carrier or tracking information where required;
• ensure that products are genuine, lawful, safe and compliant with all requirements applicable to their manufacture, importation, distribution and supply;
• hold all rights and permissions required for product names, descriptions, images, trade marks and other material supplied to Vapelody;
• co-operate promptly with returns, corrective action, safety investigations, recalls and reasonable requests for traceability information; and
• notify Vapelody without undue delay of any material safety issue, recall, prohibition, rights complaint or other matter affecting a listed product.

A Supplier must not use Vapelody to offer counterfeit, stolen, unlawful, recalled or unsafe goods, or goods that cannot lawfully be supplied to the relevant market. Restricted or regulated products may be listed only where Vapelody expressly supports the category and all applicable legal conditions are satisfied.

08. Retailer obligations

A Retailer controls its own resale activity and, unless otherwise expressly agreed, determines the selling price charged to its customer. A Retailer must:

• use Supplier information accurately and not make misleading or unsupported product claims;
• maintain lawful pricing, advertising and sales practices;
• comply with the rules of each connected store, marketplace or commerce channel used by the Retailer;
• ensure that products are not offered for sale where the Retailer knows or ought reasonably to know that they are unsafe, recalled, prohibited or materially misdescribed;
• maintain appropriate records identifying the Supplier or source of products sold;
• manage its relationship with its own customers, including customer communications, cancellations, refunds and complaints; and
• comply with all consumer protection obligations applicable when selling to consumers.

Where a Retailer sells to a consumer, the Retailer is responsible for the consumer-facing contract unless another seller is clearly and lawfully identified. This includes compliance with the Consumer Rights Act 2015 and applicable distance-selling, cancellation, refund, pricing and information requirements. Use of dropshipping does not, by itself, transfer those consumer-facing obligations from the Retailer to the Supplier or to Vapelody.

09. Catalogue, Supplier Listings & product approval

Vapelody distinguishes between the identity of a catalogue product and the commercial Supplier Listing through which a Supplier offers that product. A single catalogue product may therefore have more than one Supplier Listing.

Vapelody may review a newly submitted product before it becomes available through the catalogue. During review, Vapelody may correct formatting, request evidence, reject unsuitable material, match a submission to an existing catalogue product or require amendments before approval.

Approval of a product by Vapelody is an administrative marketplace decision. It is not a certification, legal opinion, safety approval, endorsement or guarantee that the product is suitable for every market, Retailer, customer or purpose. The Supplier remains responsible for the product and its compliance.

10. Wholesale & dropshipping

Vapelody supports wholesale and dropshipping as distinct supply methods. The method available for a particular product is determined by the relevant approved Supplier Listing.

• Wholesale: the Retailer purchases goods from the Supplier in the quantities and on the commercial terms shown or otherwise agreed. Title and risk pass in accordance with the applicable order or Supplier terms.
• Dropshipping: the Retailer sells to its customer and the Supplier fulfils the supported order to the delivery address supplied for that purpose. The Supplier remains responsible for the fulfilment obligations allocated to it, while the Retailer remains responsible for its customer-facing sale unless the parties expressly agree otherwise and the arrangement is lawful.

A Supplier is not required to support both methods. A Retailer must not represent a supply method as available where the relevant Supplier Listing does not support it.

11. Orders, acceptance & fulfilment

The Vapelody order flow will indicate the status of an order and, where relevant, whether further Supplier acceptance is required. Unless the order flow expressly provides for automatic acceptance, a contract for goods between Supplier and Retailer is formed when the Supplier accepts the order.

Where automatic acceptance is enabled for a Supplier Listing, the contract between Supplier and Retailer is formed when Vapelody records the order as accepted and makes that status available to the parties.

Supplier stock information may change rapidly. An order may therefore be cancelled or adjusted where stock is genuinely unavailable, provided the Supplier acts promptly, informs the Retailer and does not repeatedly or misleadingly offer unavailable stock.

The Supplier is responsible for picking, packing, despatch, carrier selection and tracking where those functions fall within the Supplier's fulfilment obligation. The Retailer is responsible for providing complete and accurate delivery information.

Each party must review order information promptly and raise an evident discrepancy without undue delay.

12. Connected stores & external commerce channels

Vapelody may allow a Retailer to connect a supported online store and, as the service develops, supported third-party marketplaces, sales channels or social-commerce services. Available integrations may change over time.

The Retailer authorises Vapelody to exchange the product, stock, price, order and status information reasonably required to provide the enabled integration. The Retailer remains responsible for reviewing the information published through its connected channels and for complying with each third-party provider's terms, product rules, listing policies and account requirements.

Synchronisation depends partly upon systems and interfaces outside Vapelody's control. Vapelody does not warrant uninterrupted or instantaneous synchronisation and is not responsible for a third-party platform suspending, restricting or changing its service, API, account rules or technical requirements, except to the extent that a loss is caused by Vapelody's own breach of these Terms.

13. Payments, balances, top-ups & withdrawals

Payment processing may be carried out by one or more external payment service providers. Unless Vapelody expressly states otherwise, Vapelody does not itself provide regulated payment services. A payment provider may apply its own terms, verification requirements, security controls and processing times.

A balance displayed within Vapelody is an operational record of amounts credited, pending, charged, payable or available within the marketplace. It is not a bank account and does not of itself constitute a deposit or other banking product.

Retailer top-ups and Supplier withdrawals may be subject to reconciliation, available funds, payment-provider processing, security review, fraud prevention and the resolution of disputed or reversed transactions. Vapelody may place a reasonable hold on an amount where necessary to investigate a discrepancy, chargeback, suspected misuse or other legitimate financial risk.

Users must not attempt to circumvent Vapelody fees, manipulate transaction records or misstate an order, quantity, refund or cancellation in order to avoid a properly due charge.

14. Cancellations, refunds, returns & chargebacks

14.1 Vapelody subscriptions

Vapelody subscriptions are purchased for business purposes. Consumer cooling-off rights do not ordinarily apply to a business subscription purchased wholly or mainly for the User's trade, business, craft or profession.

A recurring subscription may be cancelled so that it does not renew for a further billing period. Unless the subscription page expressly states otherwise, cancellation takes effect at the end of the period already paid for and access continues until that date, provided the account is not suspended or terminated for breach.

Subscription charges are not normally refundable once the paid subscription period has begun. Vapelody will, however, correct a duplicate charge, an amount taken in error, or another payment that was not contractually due. Vapelody will also provide any refund or other remedy required by law and may, at its discretion, provide a proportionate credit or refund where a material Vapelody service failure has not been remedied within a reasonable period.

Cancellation of an annual plan does not normally create a right to a pro-rata refund for the unused part of the annual period unless the applicable subscription terms expressly provide otherwise or the refund is required by law.

14.2 Platform and transaction fees

A platform or per-item fee is due when the chargeable event defined on the applicable pricing page occurs. Where the underlying transaction is cancelled, reversed or refunded, the treatment of the platform fee follows the fee rules displayed for the relevant plan or transaction. A fee charged in error will be corrected.

14.3 Supplier-to-Retailer product transactions

Returns, credits and refunds between a Supplier and Retailer are governed by the applicable Supplier Listing, order terms, any separate agreement between those businesses and the rights that apply under business sale-of-goods law. There is no general fourteen-day consumer cooling-off period for a transaction made between businesses acting for business purposes.

Nothing in these Terms removes any right or remedy that cannot lawfully be excluded or restricted, including rights arising where goods do not correspond with their description or where other mandatory statutory terms apply.

14.4 Retailer-to-consumer sales

Where a Retailer resells goods to a consumer, the Retailer must provide the consumer with all cancellation, return, repair, replacement, price-reduction and refund rights required by applicable consumer law. For most distance sales, consumers have a statutory cancellation period in addition to rights relating to faulty or misdescribed goods, subject to the statutory exceptions.

The Supplier must provide reasonable and timely assistance where a consumer return, defect, shortage, misdescription or safety issue arises from the Supplier's product or fulfilment obligation. The commercial allocation of the resulting cost between Supplier and Retailer depends upon the cause of the issue, the applicable order terms and the law.

14.5 Chargebacks & payment reversals

The party responsible for the transaction, conduct or breach giving rise to a chargeback, payment reversal, refund or associated provider fee is responsible for the resulting amount to the extent permitted by law and supported by the transaction evidence. Vapelody may adjust marketplace balances to reflect a confirmed reversal, refund or chargeback.

15. Product safety, compliance & recalls

Every business in the supply chain must comply with the product-safety obligations applicable to its role. Suppliers must be able to demonstrate the compliance of products they place or make available on the market and must provide required markings, labels, instructions, warnings and traceability information.

Retailers must not sell a product that they know, or ought reasonably to know, is unsafe. Suppliers and Retailers must retain appropriate source and traceability information and must co-operate with manufacturers, importers, distributors, authorities and Vapelody where corrective action, notification, withdrawal or recall is required.

Vapelody may immediately suspend or remove a product, Supplier Listing or account where there is a credible safety, illegality, recall, counterfeit or serious compliance concern. Urgent safety action does not have to await completion of an ordinary administrative review.

16. Data protection, dropshipping data & confidentiality

Each party must comply with applicable data protection law when handling personal information through Vapelody. Vapelody's own processing is described in the Privacy Policy.

Dropshipping may require a Retailer to provide limited customer information to a Supplier, such as the recipient's name, delivery address and contact information, solely so that the Supplier can fulfil the relevant order, deal with delivery or return issues and comply with applicable law.

Where, in relation to such customer information, the Retailer determines the purposes and essential means of processing and the Supplier processes the information solely on the Retailer's documented instructions, the Supplier shall:

• process the information only for the documented fulfilment purpose or as required by law;
• ensure that persons authorised to process it are subject to confidentiality obligations;
• apply appropriate technical and organisational security measures;
• not appoint a sub-processor except with the Retailer's specific or general written authorisation;
• ensure that an authorised sub-processor is bound by equivalent data protection obligations;
• provide reasonable assistance with data-subject rights, security incidents and other applicable compliance duties;
• notify the Retailer without undue delay after becoming aware of a personal-data breach affecting that information;
• make available information reasonably necessary to demonstrate compliance with these obligations; and
• delete or return the information when the fulfilment purpose has ended, except to the extent retention is required by law.

The Retailer gives general authorisation for a Supplier to use reputable carriers and fulfilment providers where reasonably necessary to perform the order, provided the Supplier remains responsible for putting appropriate contractual protections in place. Any restricted international transfer of personal information must use a lawful UK transfer mechanism.

Where a Supplier determines its own purposes for processing particular information, including processing required by law or for the Supplier's own legal claims, the Supplier acts as an independent controller for that processing and is responsible for its own compliance.

Commercially sensitive information obtained through Vapelody, including non-public Supplier costs, private business contact information, account information and transaction records, must not be disclosed or used for an unrelated purpose except where the information is already lawfully public, disclosure is authorised, or disclosure is required by law.

17. Intellectual property & marketplace content

Vapelody and its licensors retain all intellectual property rights in the Vapelody platform, branding, software, interface, documentation and original platform content. No ownership is transferred to a User by virtue of a subscription.

A User retains ownership of content supplied by that User, subject to any third-party rights. By submitting business-profile or product content, the User grants Vapelody a non-exclusive, worldwide, royalty-free licence for the duration reasonably necessary to host, reproduce, format, moderate, display, distribute and technically adapt that content for operation and promotion of the Vapelody marketplace and enabled commerce functions.

A Supplier also authorises approved Retailers sourcing the relevant product to use approved product content to market and sell that product through their authorised connected commerce channels, subject to the Supplier's rights, any stated brand restrictions and applicable law.

A User must not submit content that infringes intellectual property rights, contains unlawful material, uses fake or manipulated reviews, misrepresents a product or business, or otherwise breaches applicable law.

18. Suspension, termination & account closure

A User may cancel a recurring subscription in accordance with section 14 and the applicable subscription controls. An account may be closed after outstanding transactions, balances, disputes and legal retention requirements have been dealt with.

Vapelody may suspend or restrict an account, Supplier Listing, product or integration where reasonably necessary because of:

• non-payment;
• material or repeated breach of these Terms;
• suspected fraud, misuse or unauthorised access;
• unsafe, unlawful, counterfeit or infringing products;
• materially inaccurate or misleading information;
• a serious or repeated failure to fulfil accepted orders;
• a legal, regulatory, payment-provider or security requirement; or
• conduct that creates a material risk to Vapelody, another User or a customer.

Where reasonably practicable, Vapelody will explain the reason and provide an opportunity to remedy a remediable breach. Immediate action may be taken where delay would create a material safety, legal, security, fraud or financial risk.

Termination does not extinguish rights, liabilities or payment obligations accrued before termination. Clauses intended by their nature to continue, including payment, confidentiality, intellectual property, data protection, liability and dispute provisions, survive termination.

19. Service standards, warranties & liability

Vapelody will provide its services with reasonable care and skill. The platform may nevertheless be unavailable from time to time for maintenance, security work, upgrades, faults or events outside Vapelody's reasonable control.

Vapelody does not guarantee that every Supplier, Retailer, product, external channel, integration, payment or commercial relationship will remain available indefinitely, nor does Vapelody guarantee sales volumes, margins, stock availability, third-party platform acceptance or commercial success.

Nothing in these Terms excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or restricted.

Subject to the preceding paragraph and to the extent permitted by law, Vapelody is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or loss arising solely from the acts or omissions of another User or an independent third-party platform or provider.

Subject to any liability that cannot lawfully be limited, Vapelody's aggregate liability arising out of or in connection with the Vapelody service in any twelve-month period shall not exceed the total subscription and platform fees paid or payable by the relevant User to Vapelody during the twelve months preceding the event giving rise to the claim, unless a different liability cap has been expressly agreed in writing. Any limitation is subject to the requirement of reasonableness where the Unfair Contract Terms Act 1977 applies.

A Supplier shall indemnify Vapelody against third-party claims, regulatory costs and reasonable losses arising directly from unsafe, counterfeit, infringing or unlawfully supplied products, or from materially false Supplier product information, to the extent caused by that Supplier's breach of these Terms or applicable law.

A Retailer shall indemnify Vapelody against third-party claims, regulatory costs and reasonable losses arising directly from that Retailer's unlawful consumer-facing sales practices, misleading resale content or misuse of a connected commerce channel, to the extent caused by that Retailer's breach of these Terms or applicable law.

Neither indemnity applies to the extent that the relevant loss was caused by Vapelody's own breach, negligence or unlawful conduct.

20. General provisions

Vapelody may update these Terms where reasonably necessary to reflect changes to the service, law, regulation, security requirements, payment arrangements or commercial operation. Material changes will be notified in advance where reasonably practicable. If a material change is unacceptable, the User may cancel a recurring subscription before the change takes effect. Continued use after the effective date constitutes acceptance of the revised Terms.

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except that this does not excuse payment obligations already accrued or obligations that should reasonably have been protected against the relevant event.

A User may not assign or transfer its Vapelody contract without Vapelody's prior written consent, not to be unreasonably withheld where the proposed transfer forms part of a genuine transfer of the User's business. Vapelody may assign the contract as part of a reorganisation, financing or transfer of the Vapelody business, provided the User's substantive contractual rights are not materially reduced.

If a provision is held invalid or unenforceable, the remaining provisions continue in force. A failure or delay in enforcing a right does not waive that right.

Except where these Terms expressly state otherwise, a person who is not a party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

These Terms, the applicable subscription terms, any transaction-specific terms and any signed agreement expressly incorporated into the relationship constitute the entire agreement concerning the Vapelody service and supersede prior discussions or representations relating to the same subject matter, without excluding liability for fraud or fraudulent misrepresentation.

21. Governing law, complaints & disputes

These Terms and any non-contractual obligations arising from them are governed by the law of England and Wales.

A User should first raise a dispute through the Vapelody support or Contact process, providing sufficient information to allow the matter to be investigated. The parties should attempt in good faith to resolve a commercial dispute before beginning formal proceedings where it is reasonable to do so.

Subject to any mandatory rule that provides otherwise, the courts of England and Wales have exclusive jurisdiction in relation to a dispute arising out of or in connection with these Terms or the Vapelody service.