[last updated 15 April 2020]
The Company offers marketplace services that allow the Seller to list certain products and services for sale directly via the digital marketplace. The digital marketplace is operated by Souter Point Limited (the “Company”) under the trading name ‘Help with my visa!’.
Service Terms for Selling on Help with my visa! (the “Service Terms”) concern and apply only to Seller participation in the digital marketplace.
All terms set out in bold typeface have definitions contained within the Definitions section.
Sellers will provide accurate and complete Required Product Information for each product or service made available to be listed for sale through any digital marketplace site and promptly update such information as necessary to ensure it at all times remains accurate and complete.
Sellers will also ensure that products and services and the offer and subsequent sale of any of the same on any digital marketplace site comply with all applicable Laws (including all minimum age and information requirements) and do not contain any sexually explicit, defamatory or obscene materials, and do not violate any third party’s copyright, trademark, design, database or other rights.
Sellers declare that products and services were not produced by forced, prison or child labour.
Sellers may not provide any information for, or otherwise seek to list for sale on the digital marketplace sites, any excluded products; or provide any URL marks for use, or request that any URL Marks be used, on any digital marketplace site.
For each product and service Sellers list on any of the digital marketplace sites, Sellers will provide to the Company the city or town in which the service is delivered, or if delivered remotely, by which delivery channel, such as video conference, telephone, email, messenger or other delivery method.
The Company will list Seller products and services for sale on the digital marketplace on the applicable Launch Date, and conduct marketing and promote Seller products and services via features, advertising, or programmes on or in connection with the applicable digital marketplace site.
The Company may use mechanisms that rate, or allow customers to rate, Seller products and services and/or Seller performance and the Company may make these ratings and feedback publicly available.
The Company will provide Order Information to the Seller for each of Purchase that will be accessible both in the Seller Account area of the digital marketplace and via the email address with which the Seller account is registered.
When using marketplace services, Sellers will:
(a) source, sell, fulfil and deliver products and services, in each case in accordance with the terms of the applicable Order Information, these Service Terms and all terms provided by the Seller and displayed on the applicable digital marketplace site at the time of the order and be solely responsible for and bear all risk for such activities;
(b) retrieve Order Information at least once each business day;
(c) not cancel any Purchase except as may be permitted pursuant to your terms and conditions appearing on the digital marketplace at the time of the applicable order;
(d) fulfil provision of products and services throughout the jurisdiction (except to the extent prohibited by Law);
(e) provide to the Company information regarding fulfilment and order status and tracking (to the extent available) upon request, in each case as requested by the Company using the processes designated by the Company;
(f) notwithstanding any other provision of these Service Terms, ensure that the Seller is the seller of all products and services made available for listing for sale hereunder;
(g) identify the Seller as the seller of the product on all communications or other information included or provided in connection with products and services.
The Seller will accept and inform the Company of any requests for cancellations, returns, refunds and adjustments in accordance with these Service Terms and the Company Refund Policies published at the time of the applicable order and the Company may inform customers that these policies apply to Seller products and services.
The Seller will determine and calculate the amount of all refunds and adjustments (including any taxes and handling or other charges) or other amounts to be paid by the Seller to customers in connection with the Purchase. The Seller will route all such payments through the Company’s payment solution to the original payment method only. The Seller will promptly provide refunds and adjustments that it is obligated to provide as required by Law, and in no case later than fourteen (14) calendar days following after the obligation arises.
The Seller is responsible for any non-performance, non-delivery or other mistake or act in connection with the fulfilment of products and services sold by the Seller, except to the extent caused by:
(a) credit card fraud for which the Company is responsible; or
(b) the Company’s failure to make available to the Seller Order Information as it was received by the Company or resulting from address verification.
The Seller is also responsible for any non-conformity or defect related to any of its products and services or other products or services provided in connection with the Seller’s products and services.
If the Company determines that the performance of the Seller’s obligations under this Agreement may result in claims, disputes, violations of our terms or policies, or cause any other risks to the Company or third parties, then the Company may mitigate them including by determining whether a customer will receive a refund or adjustment for any of the Seller’s products or services for as long as the Company determines any related risks to the Company or third parties persist.
The Seller hereby irrevocably authorises the Company to debit its marketplace services payment account and pay the Company any applicable commission on the sale of its products and services.
Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed in the Local Currency, and all payments contemplated by this Agreement will be charged in the Local Currency.
All taxes or surcharges imposed on fees payable by the Seller to the Company or its affiliates will be the Seller’s responsibility.
The Company has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the digital marketplace, and all aspects of each Seller, including your use of the same.
The Company may assign any of these rights or delegate any of its responsibilities.
In addition to the General Terms, the Seller agrees that the Purchase price stated by it is inclusive of any VAT, customs duty, excise tax or other tax that may be required to be remitted in connection with such sale.
Without prejudice to the generality of the foregoing:
(a) If the Seller is a business that is established in a European Union country and the Seller provides the Company with its valid VAT registration number used for intra-EU transactions, VAT will not be charged by the Company on the fees under these Service Terms provided the Seller is not established in the UK. The Seller hereby gives the following warranties and representations, namely:
(i) that the VAT registration number the Seller submits to the Company belongs to the business the Seller operates, and that business is established in one of the European Union countries;
(ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT registration number the Seller submits to the Company; and
(iii) that the VAT registration number and all other information provided by the Seller is true, accurate and current, and the Seller will immediately update any such information held by the Company in case of any changes.
(b) If the Seller is in business and established in a European Union country, but the Seller does not have a VAT registration number issued by one of the European Union countries, then the Seller will be able to provide the Company with other evidence that the Seller is in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that the Seller is in business. Once the Seller’s evidence is reviewed and accepted by the Company, VAT will not be charged by the Company on the fees hereunder provided the Seller is not established in the UK. The Seller hereby gives the following warranties and representations, namely:
(i) that the evidence the Seller submits to the Company belongs to the business the Seller operates, and that business is established in one of the European Union countries;
(ii) that all transactions regarding the services will be business-related transactions made by the business associated with the evidence the Seller submits to the Company; and
(iii) that the evidence and all other information provided by the Seller is true, accurate and current and the Seller will immediately update any such information held by the Company in case of any changes.
(c) The Company reserves the right to request additional information and to confirm the validity of any Seller account information (including without limitation your VAT registration number, the Office of the Information Security Commissioner, Office of the Immigration Services Commissioner and the Solicitors Regulation Authority and equivalent organisations in the Seller’s jurisdiction) from the Seller or government authorities and agencies as permitted by law and the Seller hereby irrevocably authorise the Company to request and obtain such information from such government authorities and agencies. Further, the Seller agrees to provide any such information to the Company upon request.
(d) The Company reserves the right to charge the Seller any applicable unbilled VAT if the Seller provides a VAT registration number or evidence of being in business that is determined to be invalid.
(e) If the Seller is a business that is established in a European Union country and the Seller provides us with a valid VAT registration number that was issued to the Seller by a European Union country or provide evidence of being in business, the Seller agrees to accept electronic VAT invoices in a format and method of delivery as determined by the Company.
(f) If the Seller is a business that is established in Switzerland or Liechtenstein and provides the Company with a VAT registration number, the Seller agrees to accept electronic VAT invoices in a format and method of delivery as determined by the Company.
“Claims” means to make a demand for money, for property, or for enforcement of a right provided by law. If such a demand is not honoured, it may result in a lawsuit.
“Commission” means the fee payable by the Seller to the Company for the provision of marketplace services at the point a customer buys a product or service from the Seller through the digital marketplace.
“Company” means the legal entity set out in Section A of this Seller Agreement.
“Company Confidential Information” means all information disclosed to the Seller by or on behalf of the Company, whether before or after the date of this Agreement, and whether furnished in writing, orally, electronically, graphically or otherwise, including but not limited to information regarding the Company or its and their affiliates, projects, operations, funds, investments or potential investments, due diligences on such investments, products, clients/investors or prospective clients/investors, and includes any notes, analyses, reports and other documents created by the Seller containing or reflecting such information.
“Covered Person” means a person who is or was a Company, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, trustee, partner, officer, employee or agent of another foreign or domestic corporation, trust, partnership, joint venture or other enterprise.
“Digital Marketplace” refers to the marketplace services provided by the Company and includes the products and services offered for sale by the Seller.
“Excluded Products” means any products or services that the Company has explicitly excluded for sale on the digital marketplace as well as any products or services that contravene requirements stated in this Seller Agreement. Examples of excluded products include but are not limited to any products or services that (a) make an unverifiable, inaccurate, misleading or illegal claim with regards to its success rate, delivery time and/ or relationship with a third party; (b) offer certain standards, abilities or outcomes that cannot be reasonably relied on to be true (e.g. guarantees of a visa); and (c) infringe on any of the clauses in this Seller Agreement.
“Fee Remittance Services” means the remittance by the Company, minus any applicable commission payable to the Company and other charges, of fees paid by the customer for the purchase of products and services offered for sale by the Seller on the digital marketplace to an account designated by the Seller.
“Jurisdiction” means the territory over which these Service Terms extends.
“Launch Date” means the date on which the Company first lists one or more Seller products and services for sale on a particular digital marketplace site.
“Marketing Campaigns” means any activities conducted by the Company that promotes the products and services offered for sale by the Seller, and may include but is not limited to, digital marketing campaigns (whether paid for by the Company or promoted through free to use channels) such as Google Ads, GoogleFacebook Ads, LinkedIn Advertising and various forms of display advertising, direct mail marketing campaigns, promotions run through affiliate schemes and other forms of physical advertising channels.
“Marketplace Services” means the services provided by the Company to enable to Seller to offer for sale its products and services through the digital marketplace, including but not limited to, setting up the Seller on the digital marketplace, marketing the Seller’s products and services through digital marketing campaigns that aim to increase awareness and/ or sales through the digital marketplace, payment services, fee remittance services and any reasonable activities resulting from receipt of a change requested from the Seller.
“Order Information” includes but is not limited to the customer name, date of product or service purchase, date of appointment, name of product or service, any notes created by the Seller in relation to the purchase and any financial transaction information between the customer and the Seller.
“Payment Services” means the collection of fees payable by the customer for the purchase of products and services offered for sale by the Seller through the digital marketplace.
“Products and Services” means the immigration advice services provided by the Seller that are offered for sale through the digital marketplace and may be differentiated by any combination of the country of visa issue, visa type or subtype, delivery channel (e.g. in person, video conference, telephone, email, messenger app, etc.), speed of delivery, time of delivery or any other feature that addresses the needs of a particular user or user group.
“Purchase” means the successful payment by a customer of a product or services offered for sale by the Seller on the digital marketplace.
“Seller” means the legal entity set out in Section B of this Seller Agreement.
“Seller Account” refers to the portal the Seller will be given access to once all Required Product Information has been used to create the products and services the Seller wishes to offer for sale on the digital marketplace. The Seller Account enables the Seller to directly make changes to product and service descriptions, prices and appointment availability, in addition to but not limited to administering its account by performing activities such as changing passwords, creating new users and sending the Company a message.
“Required Product Information” means, with respect to each Seller products and services in connection with a particular digital marketplace site, the following:
(a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies;
(b) visa type and category;
(c) information regarding resource availability status for appointments and availability for at least the subsequent 2 month period;
(d) categorisation within each digital marketplace product category and browse structure as prescribed by thee Company from time to time;
(e) digitised image that accurately depicts the Seller’s products and services, complies with all Company image guidelines and does not include any additional logos, text or other markings;
(f) Purchase Price;
(g) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Seller products and services;
(h) any Seller requirements fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product, such as any additional charges for visa fees, service fees and other such charges not collected through the digital marketplace;
(j) the city or town Seller products and services are delivered from; and
(k) any other information reasonably requested by us (e.g., what a product or service explicitly does not include to prevent any confusion or misunderstanding by the customer).
“Service Fee” means the fee payable by the customer to the Company for the provision of marketplace services at the point the customer buys a product or service from the Seller through the digital marketplace.
“Service Terms” means this Schedule 1: Service Terms for Selling on Help with my visa! Document.
“Total Transaction Value” is the tax-inclusive purchase price paid by the customer for products and services offered for sale by the Seller through the digital marketplace.
“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).