FlipWP Seller Terms

BACKGROUND:

These Terms of Sale set out the terms under which Paid Listings are sold by Us to customers through this website, https://flipwp.co (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing and submitting a Paid Listing. You will be required to read and accept these Terms of Sale when completing your purchase.  If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase and submit a Paid Listing to Our Site.  These Terms of Sale, as well as any and all Contracts are in the English language only.

  1. Definitions and Interpretation
    1. In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Applicable Contract”means an agreement for the Proposed Transaction entered into between you and the Purchaser(s) after an Introduction of any or all of the Purchasers by Us. For the purposes of the Contract, the said agreement shall be deemed to have been entered into on the date on which it is executed by all of the said parties to it;
“Contract”means a contract for the purchase of a Paid Listing, as explained in Clause 6;
“Introduction”means the provision to you by Us of details of a Purchaser(s), and the terms “Introduce”, “Introduced” and “Introducing” shall refer to that Introduction;
“Introduction Commission”means the commission fee payable by you to Us pursuant to Clause 5;
“Listed Business”means any business featured in a Paid Listing;
“Listing Confirmation”means Our acceptance and confirmation of your purchase of a Paid Listing;
“Listing ID”means the reference number for your Paid Listing;
“Paid Listing”means a premium directory listing posted on Our Site by a User, in exchange for a fee, providing details of a Listed Business;
“Proposed Transaction”means the sale of the Listed Business by you to the Purchaser(s);
“Purchaser(s)”means any person(s), company(ies) or other organisation(s) who are a subscribed User of our services, Introduced to you by Us from time to time as being a potential purchaser of the Listed Business in a Proposed Transaction, and as the context permits, where they enter into an Applicable Contract;
“Transaction Value”means, in relation to any Proposed Transaction, the total amount to be paid under an Applicable Contract by the Purchasers or by any other(s) to you for the Listed Business, whether paid or payable, and whether in cash, securities, capital stock, equity, other assets or property, assumption of debt, funding of any activity or other thing undertaken by you, accounts receivable, inventory, work-in-progress, noncompete agreements, licensing agreements, employment or consulting agreements, or any other consideration or fee received by the Seller under the terms of the Applicable Contract or otherwise to implement the Proposed Transaction.
“User”means a user of Our Site; and
“We/Us/Our”means FLIPWP LIMITED, a company registered in England under company number 13450738, whose registered address is 43 Poole Road, Bournemouth, England, BH4 9DN.
  1. Information About Us
    1. Our Site, https://flipwp.co is owned and operated by FLIPWP LIMITED, a limited company registered in England under company number 13450738, whose registered address is 43 Poole Road, Bournemouth, England, BH4 9DN. 
    2. We list a number of Paid Listings on Our Site for Users to explore potential opportunities to purchase digital product businesses. As a seller User you should satisfy yourself that you wish to sell those digital product businesses before entering into an Applicable Contract with any Purchaser.
    3. The information listed on Our Site is intended to facilitate the purchases and sale of digital product businesses. Use of this Site to collect information on, or make contact with persons for any commercial purpose, including but not limited to making contact to offer you or any third party’s goods or services, or otherwise seeking to solicit business in any way is strictly forbidden.
    4. Any Proposed Transaction is negotiated, formed and entered into between you and the Purchaser(s). We shall assume no responsibility, costs, liabilities, expenses howsoever arising out of or in connection with any Proposed Transaction.
  1. Access to and Use of Our Site
    1. Access to Our Site is free of charge.
    2. It is your responsibility to make any and all arrangements necessary in order to access Our Site.
    3. Access to Our Site is provided “as is” and on an “as available” basis.  We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
    4. Use of Our Site is subject to Our Website Terms of Use https://flipwp.co/terms-of-use/. Please ensure that you have read them carefully and that you understand them.
  1. Business Customers
    1. These Terms of Sale apply to business customers.
    2. These Terms of Sale constitute the entire agreement between Us and you with respect to your purchase of Paid Listings from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
  1. Remuneration for Paid Listings, Pricing and Availability
    1. You hereby appoint Us to provide Users with access to the Listed Business and to identify Purchasers and Introduce them to You in accordance with the terms of the Contract.
    2. Your engagement with Us will not be exclusive, that is to say you may during the period of the engagement appoint any other person(s) or company(ies) or any other entity to find any potential Purchaser of the Listed Business from you or to carry out any similar function for you.
    3. The Introduction Commission, calculated in accordance with the provisions of this Clause 5, shall become due and payable to Us when an Applicable Contract is entered into by all of the parties to it.
    4. You agree to inform Us in writing within 30 days of your entry into an Applicable Contract together with the Transaction Value whereupon We shall submit an invoice to you for the fee due under this Contract. 
    5. The Introduction Commission shall be 1% of the Transaction Value of the Applicable Contract. 
    6. An invoice for the Introduction Commission may be issued by Us at any time after the date on which it becomes due and, if it is valid and correct, it shall be payable by you without any deduction, set-off or counterclaim within 30 days after the date of the Applicable Contract.
    7. You will pay to Us the Introduction Commission and any and all other sums due and payable to such bank account as We may nominate. 
    8. The amount of the Introduction Commission calculated in accordance with this Agreement shall be exclusive of any applicable Value Added Tax (“VAT”) chargeable thereon. The invoice for the Introduction Commission shall show the VAT exclusive amount of the Introduction Commission.
    9. If you fail to pay on the due date any amount which is payable to Us under the Contract then, without prejudice to any other right or remedy available to Us, that amount shall bear interest from the due date until payment is made in full at the rate of 4% above the Bank of England base rate from time to time, both before and after any judgment but at 4% a year for any period when that base rate is below 0%.
    10. We may from time to time change Our pricing. Changes in price will not affect any Paid Listing that you have already purchased but will apply to any new Paid Listing. If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 12.1.
    11. We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order for a Paid Listing that you have already placed.
    12. All prices are checked by Us before We accept your order for a Paid Listing.  In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake.  If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order.  If the correct price is higher, We will give you the option to purchase the Paid Listing at the correct price or to cancel your order.  We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within 7 days, We will treat your order as cancelled and notify you of this in writing.
    13. If We discover an error in the price of your Paid Listing after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error.  You may, however, have the right to cancel the Contract if this happens.  If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 12.4.
    14. Prices on Our Site are shown exclusive of VAT.  
  1. Orders – How Contracts Are Formed
    1. Our Site will guide you through the process of purchasing a Paid Listing.  Before completing your order, you will be given the opportunity to review it and amend it.  Please ensure that you have checked your order carefully before submitting it.
    2. If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end.  We will not be responsible for any delay in the completion of the transaction or in the appearance of your Paid Listing on Our Site that results from you providing incorrect or incomplete information.
    3. No part of Our Site constitutes a contractual offer capable of acceptance.  Your order to purchase a Paid Listing constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of your order does not mean that We have accepted it. Our acceptance is indicated by Us sending you a Listing Confirmation by email. Only once We have sent you a Listing Confirmation will there be a legally binding Contract between Us and you.
    4. Listing Confirmations shall contain the following information:
      1. Your Listing ID;
      2. Confirmation of the Paid Listing purchased including full details of the main characteristics of Our services and the details included in your Paid Listing;
      3. Fully itemised pricing for your Paid Listing including, where appropriate, taxes, and other additional charges;
      4. The period of time for which your Paid Listing will be available on Our Site;
    5. In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. 
  1. Payment
    1. Payment of the Introduction Commission, calculated in accordance with the provisions of Clause 5, shall become due and payable to Us within 30 days of the date when the Applicable Contract is entered into by all of the parties to it. 
    2. Our chosen payment method and account details will be as stated on the invoice provided to you.
    3. We accept the following methods of payment on Our Site:
      1. Card payments accepted by the Stripe payment processor.
  1. Paid Listings
    1. You agree that you will be solely responsible for your Paid Listing and its content. We accept no responsibility for the content of Paid Listings.  Specifically, you agree, represent, and warrant that you have the right to submit the Paid Listing, that all the information in the Paid Listing is accurate and truthful, that all such information will be kept accurate and up-to-date, that no personal data will be included that you do not have the right to include, and that the Paid Listing will comply with Our Acceptable Usage Policy, detailed below in Clause 9.
    2. You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 8.1.  You will be responsible for any loss or damage suffered by Us as a result of such a breach.
    3. You (or your licensors, as appropriate) retain ownership of the content of your Paid Listing and all intellectual property rights subsisting therein. By submitting a Paid Listing, you grant Us an unconditional, non-exclusive, fully transferrable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform, and sub-licence that Paid Listing for the purposes of operating and promoting Our Site.
    4. Your Paid Listing will be made available on Our Site immediately when We send you a Listing Confirmation and will continue to be available for the period stated in the Listing Confirmation, or until the Contract is otherwise ended.
    5. In some limited circumstances, We may need to suspend the availability of Paid Listings for reasons including, but not limited to, fixing technical problems on Our Site.  If your Paid Listing is suspended for such reasons, We will inform you in advance of the suspension whenever possible, explaining why it is necessary. If the suspension lasts (or We tell you that it is going to last) for more than 24 hours, you may end the Contract as described below in sub-Clause 12.2.
    6. If you wish to remove your Paid Listing from Our Site, please contact Us at hello@flipwp.co as soon as reasonably possible to let us know.  Removing a Paid Listing also revokes the licence granted to Us to use that Paid Listing under sub-Clause 8.3. Please note, however, that caching or references to your Paid Listing may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).  You will remain free to reactivate your Paid Listing at any time thereafter by contacting Us at hello@flipwp.co For details of other cancellation rights, please refer to Clauses 11 and 12.
    7. We are not responsible for the content or accuracy of, or for any opinions, views, or values expressed in Paid Listings. Any such opinions, views, or values are those of the relevant User and/or Listed Business, and do not reflect Our opinions, views, or values in any way. We have no control over, nor any involvement in, Paid Listings, and We accept no responsibility for any actions taken, or for any products or services provided by, any Listed Business.
  1. Acceptable Usage Policy
    1. When submitting a Paid Listing, you must not submit or otherwise do anything that:
      1. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
      2. promotes violence;
      3. promotes or assists in any form of unlawful activity;
      4. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
      5. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
      6. is calculated or is otherwise likely to deceive (including any unsubstantiated or unsupportable claims or comparisons concerning the Listed Business or any other business or person);
      7. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
      8. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 9.1);
      9. implies any form of affiliation with Us where none exists;
      10. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyrights, patents, trade marks, and database rights) of any other party; or
      11. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
    2. Paid Listings for the following types of business may not be posted:
      1. Any businesses We decline to list, at our sole discretion.
    3. We reserve the right to suspend or terminate your Paid Listing and your access to Our Site if you materially breach the provisions of this Clause 9. In addition, We may take one or more of the following actions:
      1. issue you with a written warning;
      2. take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
      3. take further legal action against you as appropriate;
      4. disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
      5. any other actions which We deem reasonably appropriate (and lawful).
    4. We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms of Sale.
  1. Problems with Our Service

We will provide Our service to you with reasonable care and skill, consistent with best practices and standards in Our market, and in accordance with any and all information provided by Us about Our services and about Us. We always use reasonable endeavours to ensure that Our services are trouble-free.  If, however, there is a problem with your Paid Listing or with any other aspect of Our services, please contact Us as soon as is reasonably possible by email to Us at hello@flipwp.co.We will use reasonable endeavours to remedy problems as quickly as is reasonably possible and practical.

  1. Ending the Contract
    1. You may end the Contract and have your Paid Listing removed at any time prior to a Proposed Transaction, however subject to sub-Clause 11.2 and Clause 12 (outlining your rights to cancel arising due to something done by Us), you will remain free to reactivate your Paid Listing.
    2. If you purchase a Paid Listing by mistake, please inform Us as soon as possible, and We will cancel the purchase and remove your Paid Listing. 
    3. If you wish to exercise your right to cancel under Clause 11.2, please contact Us at hello@flipwp.co, providing Us with your name, address, email address, telephone number, and Listing ID.
    4. We may terminate the Contract by giving you not less than 24 hours of written notice, to expire on or at any time after 7 days.
    5. Upon the ending of the Contract for any reason:
      1. any sum owing by you to Us under any of the provisions of the Contract shall become immediately due and payable; and
      2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Contract shall remain in full force and effect (This shall include, but not be limited to, your obligation to pay to Us any Introduction Commission resulting from the formation of Applicable Contracts).
  1. Ending the Contract Because of Something We Have Done (or Will Do)
    1. You may end the Contract at any time if We have informed you of a forthcoming change to Our services, or to these Terms of Sale that you do not agree to. 
    2. If We have suspended availability of your Paid Listing for more than 7 days, or We have informed you that We are going to suspend availability for more than 7 days, you may end the Contract immediately, as described in sub-Clause 8.5.  
    3. If an event outside of Our reasonable control occurs and continues for more than 30 days, you may end the Contract immediately. See sub-Clause 14.2.6 for more information. 
    4. If you wish to exercise your right to cancel under this Clause 12, you may do so by contacting Us at hello@flipwp.co, providing Us with your name, address, email address, telephone number, and Listing ID. 
    5. We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services, however please note that you are under no obligation to provide any details if you do not wish to.
  1. Our Liability
    1. We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.
    2. Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total sums paid by you to Us under the contract in question.
    3. Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
  1. Events Outside of Our Control (Force Majeure)
    1. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual, or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
    2. If any event described under this Clause 14 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
      1. We will inform you as soon as is reasonably possible;
      2. We will take all reasonable steps to minimise the delay;
      3. To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
      4. We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability as necessary;
      5. If the event outside of Our control continues for more than 30 days We will cancel the Contract and inform you of the cancellation;
      6. If an event outside of Our control occurs and continues for more than 30 days and you wish to cancel the Contract as a result, you may do so as described in sub-Clause 12.3.
  1. Contacting Us

If you wish to contact Us with (1) general questions or complaints (2) matters relating to the Paid Listing (3) matters relating to ending the Contract you may contact Us by email addressed to hello@flipwp.co. 

  1. Complaints and Feedback
    1. We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
    2. If you wish to complain about any aspect of your dealings with Us, please contact Us by email, addressed to hello@flipwp.co. 
  1. How We Use Your Personal Information (Data Protection)

We will only use your personal information as set out in Our Privacy Policy, available from https://flipwp.co/privacy/.

  1. Other Important Terms
    1. We may transfer (assign) Our obligations and rights hereunder to a third party (this may happen, for example, if We sell Our business).  If this occurs, you will be informed by Us in writing.  Your rights hereunder will not be affected and Our obligations hereunder will be transferred to the third party who will remain bound by them.
    2. The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
    3. If any of the provisions of these Terms of Sale are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale.  The remainder of these Terms of Sale shall be valid and enforceable.
    4. No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
    5. We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Paid Listing, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see sub-Clause 12.1 above).
  1. Law and Jurisdiction
    1. These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
    2. Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.