Seller Terms and Conditions
The following information describes how our relationship works. When you register to sell items on the Apollo Black Limited (hereinafter referred to as IndieMaker) website, respond to enquiries, and list your product, intellectual property or business for sale, negotiate and conclude a transaction via the IndieMaker system or in any way utilise any other services offered via the IndieMaker website, you are deemed to have read, understood and agreed to these terms as unmodified by you. Should you not agree to these terms do not continue to use the IndieMaker website.
These Terms and Conditions include the policies found at indiemaker.co (collectively "the Terms"). Please make sure you read and understand these policies which deal with various aspects of our relationship with you.
No sales representative, affiliate, dealer, agent, officer or employee of IndieMaker has the authority to change or modify these Terms, except pursuant to an official revised version of these Terms, and you may not rely on any such change or modification. These Terms cannot be changed by you and our activation or provision of any services to you does not indicate our acceptance of any changes made by you to our Terms.
Important clauses that limit our responsibility or involve some risk for you may be in bold. You must pay special attention to these clauses.
- Business Day means Monday to Friday, but excludes a day which is an official bank holiday in the England and Wales;
- Business Hours means the hours between 08h00 and 17h00 on a Business Day;
- Data Protection Laws means all laws and regulations relating to data protection or personal privacy that apply in a relevant jurisdiction, including (without limitation, and as applicable) (i) Regulation (EU) 2016/679 (the GDPR) and any applicable national implementing laws as amended from time to time (including, in the United Kingdom, the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy); and (ii) all other applicable laws concerning the processing of personal data and/or privacy; and (iii) legally binding subordinate legislation, regulations, codes of conduct or guidance issued by an authority responsible for data protection and/or privacy in such a jurisdiction;
- Effective Date means the date on which you accepted the terms and conditions for a service or product, be that in writing or by way of electronic medium, for example by clicking I agree on a web page or via your mobile phone, including telephonic acceptance;
- GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
- Fees means the subscription and other fees set out at Annexure A;
- IndieMaker, we, us and our means Apollo Black Limited;
- Intellectual Property Rights shall mean all intellectual property, including patents, trade and service marks, trade names, rights in designs, copyrights, topography rights, rights in databases, trade secrets and know-how, in each case whether or not registered and including registrations and applications for registration of any of these, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
- Listing means any product, Intellectual Property, or business listed on our website for sale;
- Marks means any trademarks, logos, brand names, domain names or other marks of IndieMaker;
- Personal Data has the meaning given in applicable Data Protection Laws; and
- Personal Data Breach means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
- Subscription Fee means a monetary value paid on a recurring basis; and
- Success Fee means a monetary value paid once-off on completion of a successful sale; and
- Unlocking Fee means a fee set out at Annexure A payable on an offer being made on a Listing; and
- Virus means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re- arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Conclusion of Agreement
You warrant that you have the contractual capacity to enter into this Agreement with us. If the Agreement is signed by a person acting in a representative capacity on behalf of you, the signing party hereby warrants that all of the information relating to the entity, partnership, association or other person whom he/she represents and which he/she has supplied to IndieMaker at any time will be true, accurate and complete. IndieMaker reserves the right to treat all misrepresentations by you as a fraud and you indemnify IndieMaker against any loss or damage that IndieMaker may sustain resulting from such misrepresentation.
You agree to pay the Fees to IndieMaker as set out at Annexure A hereto.
You agree not to attempt to take conversations with buyers "offline", in order to avoid IndieMaker Fees. Fees will still be levied on sales which are taken ‘offline' and will be invoiced accordingly. Furthermore such action on your part will be deemed to be a material breach of this agreement.
Correctness of information and Moderation
You hereby warrant that all information you supply is correct and that you have the right to all Intellectual Property, including without limitation the trademarks in any names and logos, in the information provided to us. You furthermore undertake to ensure that all information will be continuously updated and kept accurate.
In addition you acknowledge that IndieMaker reserves the right not to list your Listing as determined in their sole but reasonably exercised discretion.
IndieMaker reserves the right to de-list you as a seller without notice, or refuse to take further Listings, where there is non-compliance with these Terms or for any reason as may be determined in their reasonably exercised discretion which may result in a poor buyer experience or which may potentially damage IndieMaker's reputation. These reasons include but are not limited to: repeated failure to update your information on request, repeated failure to respond to enquiries timeously, or misrepresentation of the standard / nature of your Listing, infringement of IndieMaker or third party Intellectual Property or severe or consistently negative reviews.
In this regard you specifically indemnify IndieMaker from any and all damages you or IndieMaker may suffer as a result hereof.
User Name and Password
You will need a user name and password in order to enable you to gain access to and/or use a service. You will not be able to access and/or use a service without a user name and password. Your user name will be utilised throughout all negotiations but not on the conclusion of any sale or other legal agreement between you and any buyer.You agree that:
- you will use your user name and password for your own personal use only;
- you will not disclose your user name and password to any other person for any reason whatsoever and that you will maintain the confidentiality thereof;
- in the event that your password is compromised, you will immediately notify IndieMaker and change your password;
- you, as the holder of the user name and password acknowledge you are solely responsible for all Listings and transactions, irrespective of whether the service has been utilized or is being utilized by you or not and accordingly the entire amount outstanding on your account will be deemed to have arisen from (or relate to) your access to and/or use of a IndieMaker service;
- you agree to cause all persons who use any services under your account or with your authorization to comply with these Terms and acknowledge that the acts or omissions of all persons who use services under your account or with your authorization will be treated for all purposes as your acts or omissions;
- you will not attempt to circumvent IndieMaker's user authentication processes or engage in attempts to access IndieMaker's network where not expressly authorised to do so.
Protection of Personal Information
To the extent either party processes any Personal Data of the other for purposes of using or providing the service, each party shall comply with its respective obligations under applicable Data Protection Laws.
Service Delivery and Interruptions
IndieMaker will use reasonable endeavors to make its services available to you, and to maintain the availability thereof for use by you. However, we provide the services “as is” and "as available" and do not warrant or guarantee that the services will at all times be free of errors or interruptions, be always available, fit for any purpose, not infringe any third party rights, be secure and reliable, or will conform to your delivery timeline requirements.
IndieMaker will use its best endeavors to notify you in advance of any maintenance and repairs which may result in the unavailability of a service, but can not always guarantee this.
We have a support team working Mondays to Fridays from 8:30am- 5:00pm GMT+2.
All support will be on a best efforts basis. We will endeavour to assist you as soon as is commercially reasonable but cannot guarantee any specific turn around times.
Should you, fail to pay any amount on the due date for payment then IndieMaker may, without prejudice to any of its other rights:
- take all such further steps as may be necessary to recover the outstanding amount (including all legal costs actually incurred by us in recovering or attempting to recover the sums outstanding) from you, including without limitation the use of debt collection mechanisms;
- charge interest at the rate of 5% (five per cent) per annum above the base rate from time to time of the European Central Bank on the overdue amount, calculated from the due date until the date of payment (both dates inclusive), which interest, if charged, will be capitalised monthly;
- terminate this agreement with immediate effect.
Should you be in breach of any provision of this agreement IndieMaker shall be entitled, without prejudice to any other rights that it may have and without notice to you, to forthwith:
- afford you a reasonable opportunity to remedy the breach; or
- suspend your access to a service;
- cancel all agreements concluded between us; or
- claim immediate performance and/or payment of all your obligations in terms hereof.
Warranties and Indemnity
You hereby warrant the following:
- You have the right to enter into this agreement; and
- You will at all times act in a lawful manner and ensure compliance with all applicable laws and regulations;
- You have the right to use all Intellectual Property Rights including trade marks (registered or unregistered), names and logos and that IndieMaker will not infringe any third party Intellectual Property Rights by displaying your Listing;
- All information provided by you is accurate and true in all material respects;
- You will not use the service in any way that entails or facilitates illegal activity, entails the depiction of sexually explicit images, relates to indecent images of minors promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability, is otherwise illegal or causes damage or injury to any person or property, relates to storage or distribution of any Viruses; and
- You will not sell or offer for sale any Personal Data.
You hereby indemnify IndieMaker unconditionally and irrevocably and agree to hold IndieMaker harmless against all loss, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whensoever arising, suffered or incurred by IndieMaker or instituted against IndieMaker as a result of (without limitation):
- your use of our services;
- your failure to comply with the Terms and a provision of any agreement concluded between us;
- any unavailability of, or interruption in the service;
- Your failure to comply with the provisions of any piece of law or regulations applicable to you; and
- any other cause whatsoever relating to our provision of services to you.
Disclaimer and Limitation of Liability
To the extent permitted by applicable law, IndieMaker shall not be liable to you for any direct damages howsoever arising and neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this agreement, whether resulting from negligence, breach or any other cause. To the extent that a competent court or tribunal finally determines, notwithstanding the limitation contained in this clause, that IndieMaker is liable to you for any damages, IndieMaker's liability to you for any damages howsoever arising shall be limited to the of any Unlocking Fees if any.
Amendments: IndieMaker reserves the right to amend this agreement from time to time. Any new version of the Agreement will be displayed on our website together with the date on which it will become effective, which will never be less than 30 (thirty) days after the date on which it is first published. It is your obligation to visit our web site on a regular basis in order to determine whether any amendments have been made.
Intellectual Property: Nothing contained in this agreement shall, unless the contrary is expressly stated elsewhere in this agreement, be construed as an express or implied license of, or transfer of any rights in or to, any copyright, trademark, trade names, logos, devices, patents or other intellectual property owned or used by each party and each party shall respectively retain all such rights.
Whole Agreement: This agreement constitutes the sole record of the agreement between the parties with regard to the subject matter hereof. No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
Non-Variation: No addition to, variation of, or agreed cancellation of, this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties.
Waiver: No relaxation or indulgence which any party may grant to any other shall constitute a waiver of the rights of that party and shall not preclude that party from exercising any rights which may have arisen in the past or which might arise in future.
Certificate of Indebtedness: Any amount due and payable by you to IndieMaker in terms of any agreement between us at any time, shall be determined and proved by a certificate signed by one of IndieMaker's directors, whose appointment, qualification and authority need not be proved.
Third Party Rights
This agreement does not confer any rights on any person or party (other than the Parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or email to the other party at its address set out in this agreement, or such other address as may have been notified by that Party for such purposes.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in normal business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received when it is capable of being retrieved by the addressee in that the email is received on the email server of the recipient.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each Party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Should IndieMaker, instruct an attorney pursuant to any breach or failure to perform any obligation on your part, or be required to direct any correspondence to you regarding such breach or failure to perform, then without prejudice to any other rights which IndieMaker may have, it shall be entitled to recover from you all legal costs incurred by it, whether or not legal proceedings are instituted against you, and which costs shall be payable on demand.
Domicilium Citandi et Executandi
You hereby select the address provided when they registered as your address for the service of legal documents: . Either Party shall be entitled from time to time by written notice to the other to vary its given address to any other address which is not a post office box or to vary its other domicilium contact details.