Supplier trading terms
Version 1.2
These Trading Terms apply to Suppliers and cover the commercial mechanics of listing, selling and getting paid on the Platform. They should be read together with the Platform Terms of Use (which covers definitions, ISP's role, how Suppliers are shown to Partners, non-circumvention, and general conduct and governing law) and the Privacy Notice. Where there is a conflict, these Trading Terms take precedence on the trading matters they cover; the Platform Terms of Use take precedence on platform-wide matters.
1. Onboarding & Verification
Supplier must be a validly incorporated or registered business entity capable of exporting Products from its country of origin.
As part of onboarding, Supplier shall provide and keep current the registration details the Platform asks for in its country (for a Supplier in India: its Importer-Exporter Code (IEC), GST registration, PAN and, where applicable, EPCH or equivalent export-council membership; for a Supplier in China: its Unified Social Credit Code), and any other information ISP reasonably requires to assess and assign a Trust Tier (Unverified / Verified / Audited).
Supplier warrants that all information and documentation it provides is accurate, current and not misleading, and shall notify ISP promptly of any change.
ISP may suspend or decline to publish a Supplier's listings pending verification, and may rely on third-party verification services without independently investigating their accuracy. A "Verified" or "Audited" Trust Tier reflects the outcome of the relevant verification or audit process only, and is not a guarantee by ISP of a Supplier's ongoing conduct, financial standing, or Product quality. How Supplier's information is verified and stored is set out in the Privacy Notice.
Supplier's Trust Tier also decides how it is shown to Partners: by its trading name once Verified or Audited, and by its supplier code until then, as set out in clause 4 of the Platform Terms of Use. Supplier's trading name, brand story and logo are approved by ISP, and later changes to them are requested through the Platform.
2. Product Listings and Compliance Warranties
Supplier warrants, in respect of each Product listed, that: it owns or has the right to sell the Product and to use all images, descriptions and trade marks submitted; the listing (including price, specification, lead time and minimum order quantity) is accurate and not misleading; the Product, its packaging and its labelling comply with all Applicable Laws of the destination market notified to Supplier for that Order, including (where relevant) UK/EU product safety requirements, fire-safety regulations for upholstered furniture, CE/UKCA marking for electrical or lighting products, and FSC or equivalent timber-legality requirements; the Product does not infringe any third party's intellectual property rights; and the Product has been manufactured in accordance with applicable labour, health and safety and environmental standards, and Supplier will provide reasonable evidence of such compliance (for example SA8000, BSCI or equivalent certification) on request. This last warranty also reflects Supplier's modern-slavery undertaking: Supplier warrants that it does not use forced, bonded or child labour anywhere in its own operations or supply chain.
Supplier retains ownership of all intellectual property rights in the Products and in any images, descriptions or materials it submits (including, where Supplier is named to Partners, its trading name, brand story and logo, "Supplier Materials"), and grants ISP a non-exclusive, royalty-free licence to host, reproduce, adapt and display Supplier Materials on the Platform and in related marketing, for as long as the relevant listing remains live and for a reasonable period afterwards for record-keeping.
3. Orders and Fulfilment
Supplier appoints ISP as its non-exclusive commercial agent to present its Products on the Platform, receive Orders from Partners, issue invoices and credit notes in Supplier's name on its behalf, and collect payment from Partners on its behalf. Each confirmed Order is a contract of sale between Supplier and the Partner. ISP passes each Order to Supplier once the Partner has paid for it as the Partner Trading Terms require, with a date by which to dispatch it; ISP is Supplier's point of contact for the Order, and goods are delivered to the freight forwarder ISP nominates. Each Order moves through the stages shown on the Platform (Requested, Confirmed, Shipped, In transit, Delivered), and may be cancelled; ISP confirms delivery. Supplier shall confirm or decline each Order within 2 Platform business days and keep the Order status current, recording each shipment on the Platform with its bill of lading (or equivalent transport document). Supplier is not told the Partner's identity.
ISP may, acting reasonably, override an Order's status where necessary to resolve a dispute or fulfilment issue, including at a Partner's reasonable request.
Supplier is responsible for packaging and dispatching confirmed Orders in accordance with the agreed Incoterm (see clause 4) and any shipping instructions provided. For an Order paid by deposit, Supplier shall not dispatch until the Platform shows that the Partner has paid the balance.
Freight arranged through the Platform: where freight for an Order is arranged through the Platform and is to be paid by Supplier to the freight provider, ISP passes the freight amount the Partner has paid on to Supplier with the shipment payment under clause 4, and Supplier shall pay the freight provider accordingly.
Cancellation: if an Order, or the part of it not yet shipped, is cancelled (including because Supplier declines it or cannot fulfil it), ISP refunds the Partner what it paid for what is cancelled, nothing further is paid to Supplier for it, and Supplier shall repay ISP any amount already passed on to it for what is cancelled, which ISP may deduct from Supplier's next payments.
4. Commission, Payment, Customs and Export Compliance
ISP collects payment for each Order from the Partner on Supplier's behalf and passes it on to Supplier, less the Commission, only once and to the extent that the Partner's payment has been received by ISP. ISP does not pay Supplier from its own funds and does not guarantee that a Partner will pay. Subject to that: (a) 30% of the Order's value at Supplier's price is paid within 3 days of the later of Supplier confirming the Order and ISP receiving the Partner's deposit or advance payment; and (b) 70% of the value of each shipment at Supplier's price is paid within 7 days of the later of the shipment being recorded on the Platform with its bill of lading and ISP receiving the Partner's balance or advance payment. Payments are made in the currency of Supplier's prices on the Platform, with no currency conversion applied to them.
"Commission" means ISP's fee for its services as Supplier's agent: the amount by which the price shown to Partners exceeds Supplier's price, calculated as specified in Supplier's onboarding confirmation or on the Platform's then-current rate card from time to time, which may vary by product category, Supplier or product. It is deducted from what ISP collects. ISP records the Commission on each payment and may issue Supplier a statement or invoice of it; Supplier may ask ISP for a statement of the Commission on any payment at any time.
First Order free: no Commission is charged on the first Order placed with Supplier through the Platform, whichever Partner places it (including one from an accepted quote). That Order is priced to the Partner at Supplier's price, without Commission (other than ISP's currency conversion margin, where one applies), and Supplier receives Supplier's price for it. If that Order does not go ahead (for example, it is rejected by the Partner's approver, lapses, or is cancelled before anything is dispatched), the next Order placed with Supplier is the free one; ISP may also restore it in other cases.
Plans: before confirming its second Order, Supplier chooses one of the plans offered on the Platform: Plan A (Commission only), or Plan B (a monthly or yearly subscription fee, with a lower Commission rate and the benefits described on the Platform, such as more Products on sale, a Pro Supplier badge, featured placement within its category, buyer analytics and a named ISP contact). The Commission rates, the Plan B fees, the number of Products each plan allows on sale or awaiting review, and the benefits of each plan are those shown on the Platform's then-current rate card. The Commission rate that applies is recorded on each Order and does not change for that Order.
Plan B fee: the fee is invoiced at the start of each billing cycle in Supplier's payout currency, and is payable by bank transfer within 14 days. Plan B's lower Commission rate and benefits apply only once the first fee of the subscription has been paid. If a fee is not paid within 14 days of its invoice, Supplier moves to Plan A. Supplier may move from Plan A to Plan B at any time, and from Plan B to Plan A at the end of the billing cycle it has paid for; fees already paid are not refunded.
All amounts are exclusive of any value added tax, GST, customs duty or other tax or duty, which shall be accounted for by the party on whom it falls under Applicable Law. Supplier's prices, and payments to Supplier, may be in INR, CNY, USD, EUR or GBP as agreed at onboarding.
Supplier is responsible for accurate completion of export documentation, including HS code classification and declared customs value, for each Order. Unless otherwise agreed, Products are supplied on the Incoterm (2020 edition) specified for the relevant Order - typically Ex Works (EXW) or Free on Board (FOB); responsibility for carriage, insurance, import clearance and duty beyond that point passes as set out in the applicable Incoterm. Any landed-cost estimate shown on the Platform is indicative only and is not a binding customs valuation, quotation, or guarantee of actual duty, freight or clearance costs.
Supplier shall hold and maintain all export licences, registrations and approvals required under Indian law (or the law of its country of origin) to lawfully export the Products.
Problems and deductions: where a Partner reports a problem with an Order (for example goods damaged, short, or not as described), ISP shares the report with Supplier without identifying the Partner, and Supplier shall respond within 2 working days. ISP decides the outcome within 10 working days of the report, acting reasonably and taking Supplier's response into account, and Supplier agrees to be bound by it. Where ISP decides that Supplier is responsible, in whole or in part, Supplier's share (up to the value of the affected goods at Supplier's price) is refunded or credited to the Partner on Supplier's behalf, from amounts ISP holds for Supplier or deducted from Supplier's next payments.
5. Warranties, Liability and Indemnity
Except as expressly stated in these Terms, ISP provides the Platform "as is" and excludes all other warranties to the fullest extent permitted by Applicable Law. As seller, Supplier is responsible for the quality, safety, legality and fitness for purpose of its Products; ISP is not.
Supplier shall indemnify ISP against any loss, liability, cost or claim arising from: (a) breach of Supplier's warranties under clause 2; (b) a Product causing injury, death, loss or damage; (c) infringement of a third party's intellectual property rights; or (d) Supplier's breach of Applicable Law.
Subject to Applicable Law, neither party is liable to the other under these Terms for any indirect or consequential loss, or for any loss of profit, revenue or anticipated savings, except as the parties may separately agree. ISP's aggregate liability to Supplier under these Terms in any 12-month period is capped at the greater of £1,000.00 or the Commission ISP earned from Supplier in that period.
Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, fraud, or any other liability that cannot lawfully be excluded or limited.
6. Term, Suspension and Termination
These Trading Terms apply from the date Supplier accepts them (including by ticking the acceptance checkbox during onboarding) until terminated.
Either party may terminate for convenience on 30 days' written notice. ISP may block Supplier as set out in clause 4 of the Platform Terms of Use, and may suspend or terminate immediately on notice if Supplier breaches these Terms or the Platform Terms of Use, fails verification, or if ISP reasonably believes continued listing poses a legal, safety or reputational risk.
Termination does not affect Orders already confirmed at the date of termination, which shall be fulfilled in accordance with these Terms unless the parties agree otherwise.
7. General
Entire agreement: these Trading Terms, together with the Platform Terms of Use, the Privacy Notice, any Order-specific terms and the then-current rate card, constitute the entire agreement between Supplier and ISP in relation to their subject matter.
Variation and severability: these Trading Terms may be updated and apply, in each case, as set out in the Platform Terms of Use.
Acceptance: Supplier confirms its acceptance of these Trading Terms by ticking the relevant checkbox during onboarding on the Platform, which constitutes execution of a binding agreement, in addition to its acceptance of the Platform Terms of Use.