LEGAL
Terms and Conditions
These Terms and Conditions govern access to and use of the Varitya website, marketplace, seller tools, buyer account areas and related services. They also explain the contractual relationship between Varitya, Buyers and Sellers and the responsibilities that apply when products are listed, purchased, paid for, delivered, returned, reviewed or otherwise managed through the Varitya platform.
Important marketplace notice
Varitya operates an online marketplace that enables independent Sellers to advertise and sell products to Buyers. Unless expressly stated otherwise for a particular service, the Seller—not Varitya—is the seller of the products offered through a Seller's store. A contract for the purchase of a product is therefore generally formed directly between the Buyer and the relevant Seller.
Customer payments for marketplace purchases are processed through payment services connected to the relevant Seller. Varitya does not ordinarily receive, hold or redistribute the Seller's customer-sale proceeds. Varitya separately charges Sellers for access to the Varitya platform through applicable subscription plans and other platform fees that may be introduced in accordance with these Terms.
Nothing in these Terms excludes or restricts any right or remedy that cannot lawfully be excluded or restricted, including applicable statutory consumer rights.
1. About Varitya and these Terms
Varitya is operated by [LEGAL ENTITY NAME], trading as Varitya ("Varitya", "we", "us" or "our").
Company number: [COMPANY NUMBER]
Registered office: [REGISTERED OFFICE ADDRESS]
Principal contact email: [LEGAL / SUPPORT EMAIL]
These Terms apply to varitya.com, any Varitya web application, mobile/PWA experience, dashboards, checkout interfaces, messaging tools, seller tools, APIs or other services that expressly link to these Terms (together, the "Platform").
Separate policies may apply to particular features, including our Privacy Policy, Cookie Policy, Delivery & Returns information, Seller Resources, Prohibited Products Policy, payment-provider terms and any plan-specific commercial terms. Where a separate policy forms part of your agreement with us, it should be read together with these Terms.
2. Definitions
- Buyer
- A person who browses, orders or purchases products from a Seller through the Platform.
- Seller
- A business, trader, sole trader, company or other authorised person or entity that operates a store and offers products through Varitya.
- Store
- The Seller's marketplace storefront and related seller account within Varitya.
- Product
- Goods, digital content or other permitted items offered for sale through the Platform, where that category is supported and permitted by Varitya.
- Order
- A purchase transaction between a Buyer and a particular Seller through the Platform.
- Payment Provider
- A third-party payment service used by a Seller or by Varitya for the relevant transaction, such as Stripe, Paystack, Flutterwave or another provider enabled by the Platform.
- Seller Subscription
- A recurring or fixed-duration plan under which a Seller pays Varitya for access to defined marketplace features, limits or services.
- User
- Any Buyer, Seller, Seller staff member, visitor or other person accessing the Platform.
3. Acceptance of these Terms
By creating an account, registering a Store, placing an Order, using Seller tools, accepting an invitation to a Seller team, or otherwise using the Platform after being presented with these Terms, you agree to be bound by them.
If you use the Platform on behalf of a company or other organisation, you confirm that you have authority to bind that organisation. In that case, references to "you" include that organisation where appropriate.
If you do not agree to these Terms, you must not use the Platform.
4. Eligibility and age requirements
You must have legal capacity to enter into the transactions you undertake through Varitya. Seller accounts may only be created and operated by persons authorised to act for the relevant business or trading entity.
Unless Varitya expressly provides an age-restricted service under separate terms, the Platform is not intended to facilitate unlawful sales to minors. Sellers remain responsible for applying any age-verification, identity-verification or delivery controls required for products they are legally permitted to sell.
5. Accounts, registration and security
5.1 Accurate account information
You must provide accurate, complete and current information when creating or maintaining an account. You must promptly update information that becomes inaccurate or incomplete.
5.2 Account credentials
You are responsible for keeping passwords, authentication credentials, recovery information and account access secure. You must not knowingly allow an unauthorised person to use your account.
5.3 Suspicious access
You must notify us promptly if you believe that your account has been compromised. Varitya may require a password reset, temporarily restrict access or take other reasonable security measures where suspicious activity is detected.
5.4 Duplicate or evasive accounts
You must not create duplicate, misleading or deceptive accounts in order to evade limits, enforcement action, fees, verification or account restrictions.
5.5 Communications
You agree that operational notices relating to Orders, account security, billing, disputes, returns, Seller verification and material changes may be delivered electronically through the Platform or to the email address associated with your account.
6. Varitya's role as marketplace operator
6.1 Independent Sellers
Varitya provides technology that allows independent Sellers and Buyers to find one another, communicate, create Orders and manage marketplace transactions. Sellers are independent businesses and are not employees, agents, partners or representatives of Varitya merely because they use the Platform.
6.2 Seller is responsible for the sale
Except where we expressly state otherwise, the Seller is responsible for the Product, description, price, taxes charged by the Seller, legal compliance, stock, fulfilment, shipping, customer service, cancellation handling, returns, refunds, warranties and other obligations arising from the sale.
6.3 No blanket endorsement
We may review, approve, suspend or remove Stores and listings, but doing so does not amount to a guarantee, endorsement or warranty by Varitya regarding a Seller, Product, listing, availability, delivery time or suitability.
6.4 Platform intervention
We may intervene where reasonably necessary to protect Users, enforce these Terms, respond to complaints, comply with law, address fraud or safety concerns, protect platform integrity or facilitate resolution of a dispute. Intervention does not make Varitya the Seller or a party to the underlying sale unless the law requires otherwise.
7. Marketplace country, currencies and cross-border shopping
Varitya is designed as a country-aware marketplace. Visitors may select the marketplace country in which they wish to shop. This setting can affect which Sellers and Products are shown, local-first ranking, delivery eligibility, available Payment Providers and other marketplace features.
Sellers may choose to sell domestically, in selected countries or internationally where the Platform supports this. Displaying a Product in a country does not remove the Seller's duty to comply with all laws that apply to offering, exporting, importing, labelling, delivering or returning that Product.
Products may be offered in different currencies. Varitya does not combine unlike currencies into a misleading single monetary total. Currency conversion, if offered by a bank, card issuer or Payment Provider, may involve separate exchange rates or charges outside Varitya's control.
Buyers are responsible for reviewing the Seller's delivery coverage and any clearly disclosed import duties, customs charges or local taxes that may apply to cross-border purchases. Sellers must provide legally required pre-contract information concerning such charges where applicable.
8. Seller onboarding, verification and store approval
A Seller may be required to complete onboarding steps before selling, including Store details, home country, currency, shipping settings, branding, Product information, Payment Provider connection and Seller Subscription selection.
We may request information needed to verify a Seller, administer the Platform, satisfy reporting or due-diligence obligations, reduce fraud or comply with applicable law. Sellers must provide truthful and sufficiently complete information and cooperate with reasonable verification requests.
Store approval may be conditional, suspended or withdrawn where information cannot be verified, the Store breaches these Terms, legal or safety concerns arise, or continued access would create an unacceptable risk to Users or the Platform.
9. Seller obligations
Each Seller is responsible for its own Store and must:
- operate lawfully and hold all licences, permissions and registrations required for its business;
- ensure that its identity and contact information is accurate and appropriately disclosed to Buyers;
- provide truthful, complete and non-misleading Product information;
- state prices clearly and comply with applicable pricing and consumer-protection rules;
- keep stock and availability information reasonably accurate;
- sell only Products that the Seller has the legal right to sell;
- comply with product safety, labelling, traceability, recall and regulatory requirements;
- honour Orders accepted through the Platform unless cancellation is legally or contractually permitted;
- dispatch and deliver Products within promised or legally required timeframes;
- honour applicable cancellation, return, refund, repair, replacement and warranty rights;
- maintain adequate customer support and respond reasonably to Buyer enquiries and disputes;
- protect Buyer personal data and use it only for legitimate purposes connected with Orders or other lawful processing;
- pay all taxes, charges and regulatory fees for which the Seller is responsible;
- keep Seller Payment Provider credentials and Store staff access secure;
- avoid manipulating reviews, ratings, search results, promotions or marketplace metrics;
- avoid infringing third-party intellectual-property or other legal rights; and
- cooperate with reasonable Varitya compliance, safety, fraud, audit and dispute-resolution enquiries.
10. Product listings, pricing and availability
10.1 Listing accuracy
Sellers must ensure that titles, descriptions, photographs, variants, specifications, dimensions, ingredients where relevant, condition, compatibility, warnings and other important characteristics are accurate and not misleading.
10.2 Images
Product images must fairly represent the Product offered. Images must not unlawfully use third-party copyrights, trade marks, publicity rights or other protected material.
10.3 Prices
Sellers must display prices in accordance with applicable law, including any requirement to make mandatory charges clear before the Buyer commits to purchase. A Seller must not use deceptive reference prices, false discounts, drip pricing or hidden mandatory fees.
10.4 Variants and stock
Where a Product has variants, the Seller is responsible for maintaining accurate variant SKU, price and stock information. The Platform may prevent an Order where the selected Product or variant is unavailable.
10.5 Errors
If a Seller identifies a genuine listing or pricing error, the Seller must act promptly and fairly. Any cancellation based on an error remains subject to applicable law and the Buyer's statutory rights.
11. Prohibited and restricted products
Sellers must not list, offer, advertise or sell any Product that is unlawful in the Seller's location, the Buyer's location, any transit jurisdiction or under applicable platform rules. Varitya may maintain a separate Prohibited Products Policy that forms part of these Terms.
Without limiting that policy, prohibited or restricted listings may include:
- counterfeit, stolen or unlawfully obtained goods;
- unsafe, recalled, defective or unlawfully labelled products;
- items whose sale, import, export, possession or delivery is prohibited or requires an authorisation the Seller does not hold;
- products that infringe intellectual-property rights;
- fraudulent, deceptive or misrepresented goods;
- malware, stolen credentials or unlawful digital-access tools;
- items that facilitate unlawful activity; and
- any category that Varitya has disabled or prohibited for legal, safety, payment-provider or risk reasons.
We may remove a listing, restrict a category, suspend a Store or report relevant information to competent authorities where reasonably required.
12. Product safety, compliance and recalls
Sellers, manufacturers, importers and distributors remain responsible for the safety and regulatory compliance obligations that apply to them. Sellers must not offer Products that are unsafe, subject to a mandatory recall, or otherwise prohibited from sale.
A Seller that becomes aware of a safety issue, regulatory investigation, recall, warning or corrective action affecting a Product offered through Varitya must act promptly, including stopping affected listings where appropriate and notifying Varitya and affected Buyers when legally required.
Varitya may disable Products, retain relevant records, notify Users, cooperate with authorities and take other proportionate steps where a Product-safety risk is identified.
13. Buyer obligations
Buyers must:
- provide accurate delivery, contact and payment information;
- review Product, Seller, price, currency, delivery and return information before ordering;
- pay amounts legitimately due for Orders placed;
- not make fraudulent chargebacks or false non-delivery claims;
- not misuse discount codes, reviews, messages, returns or dispute processes;
- not purchase Products where doing so would be unlawful;
- cooperate reasonably where a Seller or Varitya needs information to resolve an Order issue; and
- treat Sellers, staff and other Users lawfully and respectfully.
14. Orders and contract formation
14.1 Store-separated Orders
Where a cart contains Products from more than one Store, the Platform may separate the purchase into individual Seller Orders. Each Seller Order may have its own currency, shipping charge, Payment Provider, delivery arrangements and contractual relationship.
14.2 Order submission
Submitting an Order is an offer by the Buyer to purchase the identified Products from the Seller on the information presented at checkout. The point at which the Seller accepts the Order and a binding contract is formed may depend on the checkout confirmation, Seller terms and applicable law.
14.3 Stock reservation
The Platform may temporarily reserve stock while checkout or payment is pending. Reservation does not guarantee successful payment or final acceptance. If a reservation expires or payment fails, reserved stock may be released automatically.
14.4 Order records
Varitya may maintain records of Orders, item snapshots, selected variants, prices, discounts, delivery information, payment references and status changes for operational, security, dispute-resolution, reporting and legal purposes.
15. Payments and Payment Providers
15.1 Seller-owned customer payments
Marketplace customer payments are ordinarily processed using the Seller's enabled Payment Provider. Depending on the Seller and marketplace country, available providers may include Stripe Connect, Paystack, Flutterwave or another provider supported by Varitya.
15.2 Separate provider terms
Payment Providers operate under their own terms, privacy notices, fraud controls and technical systems. A Buyer or Seller may be required to comply with those provider terms.
15.3 No guarantee of payment-service availability
Payment authorisation can fail or be delayed for reasons outside Varitya's control. We do not guarantee that a particular Payment Provider, card type, bank or payment method will always be available.
15.4 Fraud and verification
Varitya, Sellers and Payment Providers may carry out reasonable fraud-prevention, security or verification checks. An Order may be delayed, rejected or cancelled where required by law or reasonably necessary to manage fraud or payment risk.
15.5 Chargebacks
Chargebacks and payment disputes are subject to the relevant Payment Provider and card-scheme rules. Sellers remain responsible for providing evidence and managing chargebacks relating to their sales, subject to any Platform tools we make available.
16. Promotions, coupons and discounts
Sellers may create Seller-funded promotions or coupons where enabled. Each promotion may be subject to conditions including dates, eligible Products, minimum spend, maximum uses, customer limits and Seller-specific restrictions.
Promotions have no cash value unless the law requires otherwise. Sellers must not advertise misleading discounts or create promotions that breach pricing or consumer-protection law.
Varitya may refuse, suspend or correct a promotion affected by technical error, misuse, fraud or unlawful advertising, provided that any affected Buyer's mandatory rights are respected.
17. Shipping, delivery and fulfilment
17.1 Seller responsibility
Unless expressly stated otherwise, the Seller is responsible for dispatch, carrier selection, tracking information, delivery performance and compliance with delivery obligations.
17.2 Delivery estimates
Delivery dates displayed by a Seller may be estimates unless expressly guaranteed. Sellers must not make misleading delivery claims and must comply with any legally binding delivery deadlines.
17.3 Address accuracy
Buyers must provide an accurate delivery address. A Buyer may be responsible for reasonable additional costs resulting from an address error where the law permits.
17.4 Risk and title
Risk and ownership of Products pass in accordance with applicable law and the Seller's lawful terms. Nothing in these Terms overrides mandatory consumer rules governing risk during delivery.
18. Consumer cancellation rights
A Buyer purchasing as a consumer may have statutory rights to cancel certain distance contracts, including rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 where those Regulations apply.
The availability, length and effect of a cooling-off period may depend on the Product and the circumstances. Some categories may be excluded or may lose cancellation rights in defined circumstances—for example certain personalised, perishable, hygiene-sensitive or unsealed items, and certain digital content where lawful consent and acknowledgement requirements have been met.
Sellers must provide legally required cancellation information and must not use Store terms to remove rights that the Buyer has by law.
19. Returns, refunds and order problems
19.1 Statutory rights
Consumers may have rights where Products are faulty, not as described, unsuitable under applicable statutory standards, not delivered as agreed, or otherwise fail to conform to the contract. These rights are separate from any voluntary Seller return policy.
19.2 Return requests
Where enabled, Buyers can use Varitya's return/request tools to raise issues with a Seller. The Seller may review the request, communicate with the Buyer, authorise a return and process a refund through the relevant Payment Provider.
19.3 Refund status
An Order being cancelled does not necessarily mean that a refund has been completed. A refund should be treated as completed only when the relevant payment process confirms it.
19.4 Partial refunds
Where lawful and appropriate, Sellers may issue partial refunds. A partial refund does not automatically cancel the remainder of the Order.
19.5 Return shipping
Responsibility for return-shipping costs depends on the reason for return, the Seller's lawful disclosed terms and applicable consumer law.
20. Disputes and escalations
Buyers and Sellers should first attempt to resolve Order problems through the Seller and the Platform's messaging or return-request tools.
Varitya may provide an escalation or administrative-review mechanism. We may review available Order records, messages, tracking, payment events and other relevant information. Any assistance we provide is without prejudice to legal rights and does not prevent a User from pursuing a remedy available under applicable law.
We are not required to adjudicate every private legal dispute between a Buyer and Seller and may decline to determine matters that require a court, regulator, Payment Provider or other competent body.
21. Reviews and ratings
Varitya may permit reviews from verified purchasers or other eligible Users. Reviews must reflect genuine experiences and must not be fabricated, bought, coerced, manipulated or posted for an improper purpose.
Users must not:
- submit fake or misleading reviews;
- offer undisclosed incentives in exchange for positive reviews;
- threaten a User to obtain a particular rating;
- review their own Store or Product using another account;
- coordinate review manipulation; or
- include unlawful, defamatory, abusive, irrelevant or privacy-infringing content.
We may moderate, hide, reject or remove reviews where reasonably necessary to enforce these Terms, preserve review integrity or comply with law. We do not guarantee that every review is accurate.
22. Marketplace messaging and communications
Messaging is intended for legitimate Product enquiries, Order communications, customer support and other permitted marketplace purposes. Users must not use messaging to harass, threaten, spam, defraud or distribute unlawful content.
Varitya may retain and, where reasonably necessary and lawful, review message metadata or content for security, support, fraud prevention, dispute handling and enforcement.
Users must not use marketplace messaging to request unnecessary sensitive information or payment credentials.
23. Seller subscriptions and Varitya billing
23.1 Separate from customer-sale payments
Seller Subscription charges are payments by the Seller to Varitya for use of the Platform. They are separate from customer payments that Buyers make to Sellers.
23.2 Plans
Available plans may differ in price, billing cycle, trial period, Product limits, account limits, features and other entitlements. The applicable plan information shown before subscription forms part of the Seller's agreement with Varitya.
23.3 Billing
Unless stated otherwise, recurring Seller Subscription fees are charged in advance using the billing method and provider selected for Varitya platform billing. Taxes such as VAT may be added where legally required.
23.4 Auto-renewal
Where a plan renews automatically, the Seller authorises recurring charges until the subscription is cancelled or otherwise ends, subject to applicable law and the cancellation information provided at sign-up.
23.5 Trials
A trial may be subject to eligibility rules, duration limits and conversion terms presented before enrolment. We may refuse repeated or abusive trial registrations.
23.6 Failed payments
If a legitimate Seller Subscription payment fails, we may retry payment, restrict paid features, suspend Seller access or require the Seller to select or reactivate a plan, subject to applicable law and any grace period we choose to provide.
23.7 Cancellation
Sellers may cancel through the available account/billing tools or other stated method. Cancellation takes effect in accordance with the plan information shown to the Seller and any mandatory legal rights.
23.8 Plan changes
We may change future plan pricing, limits or features by giving notice appropriate to the circumstances and applicable law. Material changes will not retrospectively alter amounts already properly due for a completed billing period.
24. Seller staff accounts and permissions
A Store Owner may invite authorised staff and assign available roles or permissions. The Store Owner is responsible for deciding who should receive access and for removing or suspending access when no longer required.
Staff must use only the permissions legitimately assigned to them. Attempts to bypass restrictions, access owner-only payment credentials or view another Store's data are prohibited.
Varitya may maintain security and audit records of staff sign-ins, access denials, role changes and other sensitive Store actions.
25. Taxes, duties and platform reporting
25.1 Seller taxes
Sellers are responsible for identifying, registering for, calculating, collecting, invoicing, reporting and paying taxes, duties or similar charges for which they are legally responsible, unless the law expressly places an obligation on Varitya.
25.2 Buyer import charges
Cross-border Buyers may be responsible for import VAT, customs duty, brokerage charges or similar amounts where lawfully applicable and properly disclosed.
25.3 Digital-platform reporting
Where Varitya is required by law to collect, verify, retain or report information about Sellers or marketplace activity to HM Revenue & Customs or another competent authority, Sellers must provide reasonably requested information and keep it accurate. Varitya may disclose reportable information and provide Sellers with required copies or statements.
25.4 No tax advice
Information provided by Varitya about taxes or reporting is general operational information and is not tax advice. Users should obtain professional advice where needed.
26. Intellectual property
26.1 Varitya intellectual property
The Platform, software, design system, branding, logos, interfaces, source code, compiled code, databases, documentation and other materials supplied by Varitya are owned by or licensed to Varitya and are protected by applicable intellectual-property laws.
26.2 Limited right to use the Platform
Subject to these Terms, we grant Users a limited, revocable, non-exclusive, non-transferable right to access and use the Platform for its intended marketplace purposes. No ownership rights are transferred.
26.3 Seller intellectual property
Sellers retain ownership of intellectual-property rights they lawfully hold in their Store names, logos, Product photographs, descriptions and other original content, subject to the licence in section 27.
26.4 Complaints
Rights holders may contact us at [IP COMPLAINT EMAIL] with sufficient information to identify the protected work or right, the allegedly infringing material and the basis of the complaint.
27. User content and licence to Varitya
Users may upload Product information, photographs, Store branding, reviews, messages and other content ("User Content"). You remain responsible for User Content you submit.
You grant Varitya a worldwide, non-exclusive, royalty-free licence, for as long as reasonably necessary to operate, improve, secure, promote and administer the Platform, to host, store, reproduce, resize, format, display and communicate User Content in connection with the Platform and its marketing, subject to applicable law and our Privacy Policy.
You confirm that you have the rights and permissions necessary to provide the User Content and grant this licence.
28. Acceptable use
You must not:
- use the Platform for fraud, money laundering, unlawful trade or other illegal activity;
- attempt to gain unauthorised access to accounts, systems, data or credentials;
- probe, scan or test security controls without written authorisation;
- introduce malware, ransomware, malicious code or harmful automated traffic;
- scrape or harvest data in a manner that breaches law, these Terms or technical restrictions;
- impersonate another person or misrepresent an affiliation;
- circumvent account suspensions, Product limits, permissions or billing controls;
- interfere with the proper operation of the Platform;
- use another User's personal data for unrelated marketing or unlawful purposes;
- publish content that is unlawful, threatening, hateful, defamatory, deceptive or privacy-infringing; or
- encourage or assist another person to do any of the above.
29. Privacy and data protection
Personal-data processing is governed by our Privacy Policy and applicable data-protection law. Depending on the processing activity, Varitya and a Seller may each act as independent controllers, or another legal relationship may apply. Legal status depends on which party determines the purposes and means of the relevant processing, not simply on the terminology used in these Terms.
Sellers that receive Buyer information through an Order must use that information only for lawful purposes, maintain appropriate security and comply with their own data-protection obligations.
Where a separate data-processing agreement is legally required for a service, that agreement may supplement these Terms.
30. Third-party services and links
The Platform may depend on or link to third-party services such as Payment Providers, hosting services, media-storage services, email providers, analytics tools, carriers and external websites.
Third parties operate under their own terms and privacy practices. Unless the law provides otherwise, Varitya is not responsible for independent third-party services merely because the Platform integrates with or links to them.
31. Platform availability and changes
We aim to provide a reliable Platform but do not guarantee uninterrupted or error-free availability. Maintenance, security incidents, third-party outages, deployment work, telecommunications failures or events outside our control may temporarily affect service.
We may add, remove, redesign or update Platform features where reasonably necessary. We will take reasonable steps to avoid materially prejudicing prepaid Seller rights without appropriate notice or remedy where the law requires one.
32. Suspension and termination
32.1 User termination
A User may stop using the Platform at any time, subject to outstanding Orders, lawful retention requirements, Seller Subscription commitments and other obligations that survive account closure.
32.2 Varitya suspension
We may restrict, suspend or terminate access where reasonably necessary because of:
- a material or repeated breach of these Terms;
- fraud, abuse or security risk;
- unsafe, prohibited or unlawful Products;
- non-payment of legitimate Seller Subscription charges;
- failure to complete required verification;
- legal, regulatory or Payment Provider requirements;
- serious harm to Buyers, Sellers, third parties or the Platform; or
- other circumstances in which continued access would create unreasonable legal or operational risk.
32.3 Consequences
Suspension does not automatically cancel outstanding Buyer Orders or remove obligations relating to fulfilment, returns, refunds, taxes, chargebacks, disputes or records.
33. Liability: Buyers and consumers
Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or mandatory consumer rights.
Where you are a consumer, any limitation or exclusion in these Terms applies only to the extent permitted by applicable consumer law.
Varitya is not the Seller of independent Seller Products merely because the Platform facilitates discovery, checkout, messaging or transaction management. Claims concerning a Product, its quality, delivery, conformity, warranty or refund should ordinarily be directed first to the Seller, without limiting any separate right you may have against Varitya under applicable law.
34. Liability: Sellers and business users
This section applies where you use Varitya wholly or mainly for business purposes.
To the maximum extent permitted by law, Varitya will not be liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of business, loss of goodwill or loss arising solely from the acts or omissions of an independent Seller, Buyer, Payment Provider, carrier or other third party.
Subject to liabilities that cannot lawfully be limited, Varitya's aggregate liability to a Seller arising out of or in connection with the Seller's use of the Platform during any twelve-month period will not exceed [LIABILITY CAP – obtain legal advice, e.g. fees paid to Varitya by that Seller during the preceding 12 months or another agreed cap].
The exclusions and cap in this section should be interpreted so that they remain reasonable, enforceable and consistent with applicable law.
35. Seller indemnity
To the extent permitted by law, a Seller will indemnify Varitya against third-party claims, losses, liabilities, penalties, reasonable legal costs and expenses arising from the Seller's:
- unlawful Product or listing;
- breach of product-safety or regulatory duties;
- infringement of intellectual-property rights;
- failure to fulfil or refund Buyer Orders where legally required;
- fraud, wilful misconduct or material breach of these Terms;
- tax obligations for which the Seller is legally responsible; or
- unlawful processing or misuse of Buyer personal data.
This indemnity does not apply to the extent a loss was caused by Varitya's own breach, negligence or unlawful conduct.
36. Events outside reasonable control
Neither Varitya nor a Seller will be treated as breaching an obligation solely because performance is prevented by an event genuinely outside reasonable control, to the extent the law permits. The affected party should take reasonable steps to reduce the impact and resume performance.
This clause does not remove mandatory consumer rights, including rights that arise because delivery has not occurred within a legally required period.
37. Changes to these Terms
We may update these Terms to reflect changes in law, regulation, Platform functionality, security, payment services, business practices or marketplace risks.
Where a change is material, we will provide reasonable notice through the Platform, email or another appropriate channel before the change takes effect where required by law.
Changes will not retrospectively remove accrued mandatory rights. Continued use after an updated version becomes effective constitutes acceptance only to the extent that this method of acceptance is lawful in the circumstances.
38. Notices and electronic communications
Notices may be delivered through the Platform, account dashboard, in-app notification or email. You are responsible for maintaining an email address and contact information that you can access.
Formal legal notices to Varitya should be sent to: [LEGAL NOTICE EMAIL] and, where appropriate, [REGISTERED OFFICE ADDRESS].
39. Governing law and disputes
39.1 Consumers
If you are a consumer, these Terms are governed by [INSERT APPLICABLE GOVERNING LAW AFTER LEGAL REVIEW], but you retain any mandatory protections that apply under the law of your country of residence. Courts with mandatory jurisdiction over consumer disputes remain available to you.
39.2 Sellers and business users
If you are acting for business purposes, these Terms and any non-contractual obligations arising from them are governed by the laws of [INSERT GOVERNING JURISDICTION], and the courts of [INSERT COURT JURISDICTION] will have [exclusive/non-exclusive – obtain legal advice] jurisdiction.
39.3 Informal resolution
Before commencing formal proceedings, Users are encouraged to contact us and allow a reasonable opportunity to resolve the issue, except where urgent relief, a statutory deadline or another legal reason makes that inappropriate.
40. General legal provisions
40.1 Entire agreement
For business Users, these Terms and any documents expressly incorporated into them constitute the agreement between you and Varitya regarding the Platform, except where a separate written agreement expressly overrides them.
40.2 Severability
If a provision is found unlawful or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in effect.
40.3 No waiver
A delay or failure to enforce a right does not waive that right.
40.4 Assignment
Users may not transfer their account or agreement without our prior written consent where such consent may lawfully be required. Varitya may transfer its rights and obligations as part of a corporate reorganisation, sale, merger or transfer of the Platform, provided Users' mandatory rights are not reduced.
40.5 Third-party rights
Except where these Terms expressly state otherwise, a person who is not a party to the relevant agreement has no right to enforce its terms, subject to applicable law.
40.6 Relationship
Nothing in these Terms creates an employment, partnership, franchise, agency or joint-venture relationship between Varitya and a Seller.
40.7 Headings
Section headings are for convenience and do not affect interpretation.
40.8 Survival
Provisions that by their nature should continue after account closure—including provisions concerning payments due, intellectual property, data retention, disputes, liability, indemnities and governing law—continue to apply as appropriate.
41. Contact information
Questions about these Terms may be sent to:
[LEGAL ENTITY NAME] trading as Varitya[REGISTERED OFFICE ADDRESS]
Email: [LEGAL EMAIL]
Support: [SUPPORT EMAIL]
For Order-specific questions, Buyers should normally contact the relevant Seller first through the Varitya Order or messaging area.
Publication checklist for Platform Admin
Do not publish this draft until all placeholders have been completed and verified.
- Confirm the exact legal entity operating Varitya.
- Insert company number and registered office.
- Insert legal, support and IP complaint contact addresses.
- Confirm governing law and court jurisdiction with a solicitor.
- Agree an enforceable Seller liability cap with a solicitor.
- Confirm Seller Subscription cancellation and renewal wording against live billing settings.
- Ensure the Privacy Policy and Cookie Policy match actual data processing.
- Ensure the Delivery & Returns page does not conflict with statutory rights.
- Create/confirm a Prohibited Products Policy appropriate to enabled product categories.
- Review cross-border consumer and product-safety obligations for every country in which Varitya launches.
- Review digital-platform reporting obligations and Seller verification fields.