Terms of Use Agreement
YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 18

This Terms of Use Agreement (the "Agreement") describes the terms and conditions under which you can use the Stock to clear web website which is identified by the uniform resource locator www.stocktoclear.com (the"Website"). This Agreement is entered into between you as the member / browser of the website (the" Member") and Stock to Clear Limited ("Stock to clear").

1 DEFINITIONS
“Member” a person registered as a member on the Website, whether or not a fee is paid in respect of their membership; including for the avoidance of doubt a Premium Member;
“Premium Member” a person who registers as a Premium Member on the Website and who has paid the applicable membership fee;
“Buyer” a Member who sources goods from Sellers through the Website;
“Seller” a member who advertises goods for sale to Buyers through the Website;
“Stock To Clear” Stock To Clear Limited (“we”) is a company registered in England (Company No. 06228694) and our registered office is at 7 Hawkesworth Close, Northwood, Middlesex, HA6 2FT;
2 INTRODUCTION
2.1 Welcome to our Website. The purpose of this Website is to enable Sellers to advertise their goods online. Visitors to the Website have the opportunity to browse the product listings and may obtain details of the Seller advertising products upon also becoming a Member.
2.2 The Website is a business to business service and is intended to be used only by businesses in the course of their trade. This Website is not designed for use by consumers, however, if you do use the Website as a consumer your statutory rights are not affected by these Terms and Conditions.
2.3 The following terms and conditions will apply when you visit, browse and advertise products for sale on our Website. You will be required to click to confirm that you accept these Terms and Conditions in order to register as a Member. We ask that you read these Terms and Conditions carefully.
2.4 If you find yourself unable to agree to these Terms and Conditions then you must not register with us as a Member nor should you advertise products though our Website.
2.5 We do not sell the goods listed on this Website. The Sellers sell their advertised goods. The Sellers alone are responsible for product listing and for the fulfilment of all orders.
2.6 Each Buyer contracts with a Seller directly and any recourse or claim that a Buyer may have in connection with any product sold by a Seller is with that particular Seller.
3 THE SERVICES WE PROVIDE TO MEMBERS
3.1 By entering into these Terms and Conditions, as a Seller you are appointing us to provide the following services subject to these Terms and Conditions:
3.1.1 we will list your products on our Website;
3.1.2 we will use our reasonable endeavours to promote your listed products on the Website;
3.1.3 we will use our reasonable endeavours to promote the Website.
3.2 The only obligations we have to you as a Seller are as set out in these Terms and Conditions.
3.3 We have no responsibility for describing the products listed on this Website, Sellers are wholly responsible for their product description and illustration.
3.4 No sales agency relationship is created between any Member and Stock To Clear, our affiliates, directors, officers, agents or employees by virtue of the display of the Website of any of the Member’s information or products.
4 WHAT DOES IT COST?
4.1 Until the end of April 2009 Membership of the Website is free.
4.2 We may in the future make certain functionalities and features of the Website only available to Premium Members. Please use this link to access further details of Premium Membership.
4.3 Stock to Clear reserves the right to alter the functionalities and features of the Website and to permit or restrict access to certain areas of the Website to any Member for any reason.
4.4 Please note that Premium Member membership fees are only refundable if you send us written notification of termination of your membership within 7 working days of you receiving an email confirmation of your membership. If services have been rendered by us within that time (for example if you have listed goods for sale) we reserve the right to refuse to provide a refund.
5 PURCHASING GOODS AND CONTRACT FORMATION
5.1 Buyers purchase all products listed on the Website from the listed Sellers. The details of the Seller who advertises a product are provide on every product listing page.
5.2 A contract to purchase products from the Website is made between a Buyer and the Seller who lists the goods for sale.
6 RETURNED GOODS
It is entirely the responsibility of each Seller to deal with any returns.
7 MISREPRESENTATION OF YOUR IDENTITY
7.1 Every Member must supply Stock To Clear with valid, up to date and accurate contact information.
7.2 You must not misrepresent your identity.
7.3 Stock To Clear may undertake checks to confirm that the details supplied by Members are correct and that each member is a legitimate trading company. We may require Members to supply forms of identification and we may verify details supplied by Members through recognised providers.
7.4 You must inform Stock To Clear of any changes to your contact details or your identity.
7.5 Any breach of this condition shall mean that Stock To Clear are entitled to remove any existing listings on the Website and to cancel your membership, upon which our agreement with you shall terminate and there shall be no refund of any Membership Fee.
8 SELLERS OBLIGATIONS
Compliance With Laws
8.1 As a Seller with Stock To Clear you undertake to comply with all national and international laws, from time to time in force, which may apply to the advertising and/or sale of your products on the Website, this includes but is not limited to the following pieces of legislation and any amendments thereto:-
8.1.1 Unfair Contract Terms Act 1977;
8.1.2 Sale of Goods Act 1979;
8.1.3 Data Protection Act 1998;
8.1.4 Unfair Terms in Consumer Contracts Regulations 1999;
8.1.5 Consumer Protection (Distance Selling) Regulations 2000;
8.1.6 Electronic Commerce (EC Directive) Regulations 2002;
8.1.7 Privacy and Electronic Communications Regulations 2003; and
8.1.8 Consumer Protection from Unfair Trading Regulations 2008.
8.2 Sellers are required by law and by Stock To Clear to include the following information on each product page:
(i) The full contact details of your business (including your company number and registered office address);
(ii) Details of any trade organisation to which you may belong;
(iii) Clear indications of price, delivery and tax charges;
(iv) Your returns policy which must comply with the Consumer Protection (Distance Selling) Regulations 2000 when you sell to customers in the United Kingdom; and
(v) Your VAT number if you are subject o VAT.
8.3 Sellers agree to indemnify and keep indemnified Stock To Clear in respect of any liabilities, losses, expenses or other costs (including but not limited to all costs and expenses, including any VAT thereon, which we may from time to time incur in connection with the defence of such claims) howsoever incurred as a result of a breach of their obligations under conditions 8.1 and 8.2 including but not limited to any claims made against Stock To Clear by any third party.
Products which may not be advertised or sold
8.4 Stock To Clear has the option, but not the responsibility to view every listing to ensure the quality and nature of the goods listed, Stock To Clear may for any reason refuse to list any product and remove a listed product from the Website at any time.
8.5 You agree to comply with all applicable national laws and regulations in connection with the advertising of products on the Website. You are not permitted to advertise for sale any products, the advertising of which would be unlawful either in the UK or elsewhere. The following types of goods are examples of the types of products which are not suitable for listing on the Website:-
8.5.1 alcohol;
8.5.2 stuffed birds and bird’s eggs;
8.5.3 furs;
8.5.4 ivory or tortoise shell;
8.5.5 any products designed primarily to record conversations of others without their knowledge including telephone bugs, wire tap devices and surveillance microphones;
8.5.6 any goods which are embargoed from import into the UK;
8.5.7 any mailing lists or lists of personal information;
8.5.8 any offensive material;
8.5.9 any human parts and remains;
8.5.10 any erotica or sexually orientated materials;
8.5.11 any pesticides or prescription drugs;
8.5.12 stolen property;
8.5.13 any plants, seeds or pests which may harm the environment;
8.5.14 any drugs or drug related paraphernalia;
8.5.15 any government identification or uniforms;
8.5.16 credit cards.
8.6 You agree to comply with all national applicable laws and regulations in connection with the sale of products advertised on the Website.
Forged, Replica, Unauthorised Copies, Counterfeit and Illegal Goods
8.7 Any counterfeit or unauthorised copy products, (including but not limited to jewellery, watches, accessories, clothing, software programmes, music, DVDs, television programmes, photographs or currency or stamps) are not permitted to be sold or advertised for sale on this Website. This includes any pirated, duplicated, backed up or bootleg copies.
8.8 You are not permitted to sell or advertise for sale any illegal goods on this Website.
Tax
8.9 You agree to comply with all national applicable laws and regulations arising out of the listing and sale of your products on the Website. You agree to indemnify us and keep us indemnified against any liabilities, losses, expenses or other costs (including but not limited to all costs and expenses, including any VAT thereon, which we may from time to time incur in connection with the defence of such claims) howsoever incurred as a result of a breach of your obligations under this condition 8.9 including but not limited to any claims made against us by any third party or HM Revenue and Customs.
9 OBLIGATIONS IN RESPECT OF LICENCES AND PERMITS
9.1 As a Seller you are responsible for obtaining all licences, registrations, permits or approvals necessary or advisable for advertising, promotion, sale and export of your products on the Website and each Seller agrees to indemnify and keep indemnified Stock To Clear in respect of any liabilities, losses, expenses or other costs (including but not limited to all costs and expenses, including any VAT theron, which we may from time to time incur in connection with the defence of such claims) whatsoever incurred as a result of a breach of your obligations under this condition 9.1 including but not limited to any claims made against us by any third party.
9.2 Each Buyer is responsible for obtaining all licences, registrations, permits or approvals necessary or advisable relating to the purchase and importation of products listed on the Website and each Buyer agrees to indemnify and keep indemnified Stock To Clear in respect of any liabilities, losses, expenses or other costs (including but not limited to all costs and expenses, including any VAT thereon, which we may from time to time incur in connection with the defence of such claims).whatsoever incurred as a result of a breach of your obligations under this condition 9.2 including but not limited to any claims made against us by any third party.
10 PRICING
10.1 All Prices listed are the sole responsibility of the respective Seller.
10.2 Sellers should note that prices are deemed to be inclusive of VAT unless otherwise stated, therefore please make sure that your prices accurately reflect any taxes payable in addition to the product price.
10.3 Sellers are asked to pay careful attention to pricing, however an item could be priced incorrectly. Each Seller will have their own terms for dealing with incorrect pricing.
11 USING THE WEBSITE
11.1 We grant Members a limited licence subject to these Terms and Conditions to access and make use of the Website for the purposes set out in these Terms and Conditions.
11.2 You agree not to post or transfer to the Website any material which is obscene, or misleading, inaccurate, defamatory, illegal, or which infringes any copyright or other intellectual property right or which might damage software or hinder the performance of any other parties’ computer system. You agree to indemnify us in respect of liabilities, losses, expenses or other costs whatsoever incurred as a result of a breach of your obligations of this condition including, but not limited to, any claims made against us by any third party.
11.3 The Data Protection Act 1998 (“the Act”) is designed to protect individuals. If you are trading as a sole trader then this is also to protect you when information is collected about you. Accordingly it lays down strict standards of accuracy, relevance and care of such data including how it may be divulged. Any data about individuals who enter into the Website directly or included in any message to us will be subject to the Act and be responsible for its accuracy and relevance and you must have the authority to disclose it and for us to utilise it for the purposes of any transaction concluded for you or by you through the Website. We will process your personal data in accordance with our privacy policy.
11.4 In consideration of agreeing to your use of the Website, you acknowledge that the ownership in any intellectual property rights (including for the avoidance of doubt, copyright, database rights and trade marks) in the Website belongs to us and/or the manufacturers of goods featured. Accordingly, no part of the Website (or its source code) may be used, transferred, copied or reproduced in whole or in part in any manner other than for the purposes of utilising the Website for the purpose set out in these Terms and Conditions. You may not use any method of systematic retrieval of content from this Website to create or compile, directly or indirectly, a collection, compilation, database or director (whether through robots, spiders, automatic devices or manual process) without written permission from Stock To Clear.
11.5 You may not link the Website to any other website without our express authority in writing. Furthermore we do not make any warranties, representations or undertakings about the content of any other website which may be referred to or accessed via hypertext link with the Website and we do not endorse or approve the content of such third party websites.
11.6 Please be aware that to the extent permitted by law, and except as expressly provided for elsewhere in these terms and conditions, we do not accept liability in respect of the Website.
11.7 We reserve the right to refuse access to the Website, terminate accounts, remove or edit content, or cancel orders at our discretion. Further, our Sellers reserve the right not to accept orders at their discretion. If we cancel an order, it will be without charge to you or any monies charged will be refunded in full.
12 THIRD PARTY LINKS AND CONTENT
12.1 The content displayed in the Resources section of the Website is provided or posted by third parties (“Third Party Content”). Stock To Clear is not the author of that content, whether contributed by anonymous Members or paid content providers. Neither Stock To Clear nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of the Third Party Content on the Website. Any third party content is the sole responsibility of the party who provided the content. Stock To Clear is not responsible for the accuracy, propriety, lawfulness or truthfulness of any third party content, and shall not be liable to any Member in connection with such member’s reliance of such Third Party Content. In addition, Stock To Clear is not responsible for the conduct of any Member’s activities on the Website, and shall not be liable to any person in connection with any damage suffered by any person as a result of such Member’s conduct.
12.2 Stock To Clear may allow you access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to Third Party’s websites. You are advised to read such websites’ terms and conditions and/or privacy policies before using them. You acknowledge that Stock To Clear has no control over third party websites, that we do not monitor such websites, and that Stock To Clear is not responsible or liable to anyone for such websites or for any content, products or services made available on such websites.
12.3 Stock To Clear is not responsible for the listings for each product nor for the information listed on the Website about Sellers or Buyers. We do not monitor the content of product listings and each Seller is entirely responsible for their product listings. Each Member is responsible for the information that they provide about themselves and post on the Website and Stock to Clear does not monitor such content.
12.4 Messages or information sent by a member through Communication systems provided by the Website, or through emails, fax or letters to addresses obtained from the website, shall not contain any of the material described in conditions 11.2 and 13.
13 INTERACTIVE SERVICES
13.1 We may from time to time provide interactive services on our site, including, without limitation:
13.1.1 Chat rooms.
13.1.2 Blog board.
13.1.3 Comments and reviews left by Members on Sellers.
(“Interactive Services”).
13.2 Where we do provide any Interactive Service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
13.3 We will do our best to assess any possible risks for Members from third parties when they use any Interactive Service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by a Member in contravention of our content standards, whether the service is moderated or not.
13.4 Where we do moderate an Interactive Service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
Content Standards
13.5 These content standards apply to any and all material which you contribute to the Website (contributions), and to any Interactive Services associated with it.
13.6 You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.
13.7 Contributions must:
13.7.1 Be accurate (where they state facts).
13.7.2 Be genuinely held (where they state opinions).
13.7.3 Comply with applicable law in the UK and in any country from which they are posted.
13.8 Contributions must not:
13.8.1 Contain any material which is defamatory of any person.
13.8.2 Contain any material which is obscene, offensive, hateful or inflammatory.
13.8.3 Promote sexually explicit material.
13.8.4 Promote violence.
13.8.5 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
13.8.6 Infringe any copyright, database right or trade mark of any other person.
13.8.7 Be likely to deceive any person.
13.8.8 Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
13.8.9 Promote any illegal activity.
13.8.10 Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
13.8.11 Be likely to harass, upset, embarrass, alarm or annoy any other person.
13.8.12 Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
13.8.13 Give the impression that they emanate from us, if this is not the case.
13.8.14 Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
14 YOUR PASSWORD AND ACCOUNT
14.1 You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account.
14.2 You agree to accept responsibility for all activities that occur under your account or password.
14.3 You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
14.4 Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering.
15 USE OF NAMES
You grant us a non exclusive licence to use your company and trading name and any logos or other relevant branding elements on the Website and in connection with advertising (in any media) the Website.
16 INDEMNITIES
16.1 If we have any reason to believe or are given notice that any of the products that you have listed are in breach of conditions 8.4, 8.5, 8.6 or 8.7, we shall, without notice to you withdraw the listing from the Website and we reserve the right to cancel your membership, upon which our agreement with you shall cease and there shall be no refund of your Membership Fee.
16.2 You agree to indemnify and keep indemnified Stock To Clear in respect of any liabilities, losses, expenses or other costs (including but not limited to all costs and expenses, including any VAT theron, which we may from time to time incur in connection with the defence of such claims) howsoever incurred as a result of a breach of your obligations under conditions 8, 11 or 13 including but not limited to any claims made against us by any third party.
17 WARRANTIES
We make no warranty or representation that you will be able to successfully sell your products through the Website.
18 LIMITATION OF LIABILITY - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
18.1 This condition 18 sets out the entire financial liability of Stock To Clear (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to you in respect of:-
18.1.1 any breach of these Terms & Conditions;
18.1.2 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions or our trading relationship generally.
18.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
18.3 Nothing in these Conditions limits or excludes the liability of a Seller or Stock To Clear:
18.3.1 for death or personal injury resulting from negligence; or
18.3.2 for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by Stock To Clear.
18.4 Subject to condition 18.2 and condition 18.3
18.4.1 Stock To Clear shall not be liable for:
18.4.1.1 loss of profits; or
18.4.1.2 loss of business; or
18.4.1.3 depletion of goodwill and/or similar losses; or
18.4.1.4 loss of contract; or
18.4.1.5 loss of use; or
18.4.1.6 loss of corruption of data or information; or
18.4.1.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
18.5 Stock To Clear's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of its obligations under these Terms and Conditions shall be limited to a sum equal to any Monthly Membership fee only.
19 EVENTS BEYOND OUR REASONABLE CONTROL
Stock To Clear shall not be in breach of these Terms and Conditions nor shall we be liable for any failure or delay in performance of any obligations under these Terms and Conditions arising from or attributable to acts, events, omissions or accidents beyond its reasonable control including but not limited to any of the following:
(a) acts of God including but not limited to fire, flood, earthquake, wind storm or other natural disaster;
(b) war, threat or preparation for war, arms conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(c) terrorist attack, civil war, civil commotion or riots;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) fire, explosion or accidental damage;
(f) adverse weather conditions;
(g) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
(h) any labour dispute including but not limited to strikes and lockouts;
(i) non performance by suppliers or sub-contractors and interruption or failure of utility service including but not limited to electric power, gas or water;
(j) any loss of internet service, whether in connection with the Website’s server, or the server used by a Member.
20 SUSPENSION AND TERMINATION
20.1 We will determine, in our discretion, whether there has been a breach of our Terms and Conditions through your use of the Website. When a breach has occurred, we may take such action as we deem appropriate.
20.2 Failure to comply with our Terms and Conditions may result in our taking all or any of the following actions:
20.2.1 Immediate, temporary or permanent withdrawal of your right to use the Website.
20.2.2 Immediate, temporary or permanent removal of any posting or material uploaded by you to the Website.
20.2.3 Issue of a warning to you.
20.2.4 Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
20.2.5 Further legal action against you.
20.2.6 Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
20.3 In the event your Membership is terminated for any reason or you stop using the Website, you agree that conditions 8, 16, 18 and 21 shall remain in full force and effect.
21 GOVERNING LAW AND JURISDICTION
The governing law of these Terms and Conditions is English law and you hereby irrevocably submit to the non- exclusive jurisdiction of the Courts of England.