Terms of service
TERMS & CONDITIONS
Version control and acceptance
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Version |
Date |
Notes |
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2024-11-06 |
06/11/2024 |
Initial version |
These terms are accepted by you when applying for a reseller account and each time an order is placed. By placing an order, you reaffirm your acceptance of these Terms as they apply to that specific order.
Definitions
Goods: “Goods” means the products and software plugins that we manufacture and supply. This includes both hardware products and any associated software plugins that are purchased from us for resale or installation.
Local Sales Agent: “Local Sales Agent” means any authorised agent which we notify to you who represents us in a sales capacity.
1.1 Company details. Rithum Ltd (company number 12809908) (we and us) is a company registered in England and Wales and our registered office is at 128 City Road, London, EC1V 2NX.
1.2 Contacting us. To contact us telephone our customer service team at email accounts@rithumhome.com . How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 Applicability. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
2.3 Changes to terms. We may update these Terms periodically. Updated versions will be posted on our portal and will apply to all new orders placed after the update. If material changes are made, we will notify you via email or through the portal. By continuing to place orders after the update, you agree to the revised Terms.
2.4 Applicability of Terms to all orders. These terms, including any updated versions accepted at checkout, govern each individual order and the reseller relationship as a whole. If there are any conflicts between these Terms and a separate written agreement signed by both parties, the terms of the signed agreement will prevail to the extent of the inconsistency.
2.5 Language. These Terms and the Contract are made only in the English language.
2.6 Your copy. You should save a copy of these Terms for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place an order, or instruct our Local Sales Agent to do this on your behalf. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
(a) If you have placed an order yourself, you will be able to make payment by following the onscreen prompts.
(b) If an order has been placed on your behalf, by us or one of our Local Sales Agents, you will receive details of the order via email and have the option to complete the order by making a payment.
(c) If you have agreed to credit terms with us separately, whether you place the order yourself or it is placed on your behalf, you will be sent an email containing the order particulars. Once you confirm that the order is correct, the order has been placed.
3.2 Payment terms for orders placed by agents: If an order is placed on your behalf by a Local Sales Agent, you remain responsible for confirming the order and making payment within the terms specified by us. In cases of delay or failure to make payment within the agreed timeframe, we reserve the right to cancel the order or take appropriate action.
3.3 Correcting input errors. Our order process allows you to check and amend any errors before making payment or before confirmation if you have credit terms. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.4 Acceptance of updated Terms at checkout. When placing an order, you will be prompted to acknowledge that you accept the current version of the Terms. Please review the Terms each time you place an order, as updates may have been made since your last acceptance.
3.5 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.6.
3.6 Accepting your order. Our acceptance of your order takes place when we send the email to you to confirm it, at which point the Contract between you and us will come into existence.
3.7 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Reselling & marketing
4.1 Marketplace Sales Restriction. You are prohibited from selling the Goods on third-party online marketplaces, including but not limited to eBay, Amazon, or any similar platforms, without our prior written consent.
4.2 Restriction on Online Sales of Professional Products. You are prohibited from selling Professional-type products, including both hardware and software plugins, through online platforms, including your own website or third-party marketplaces. Sales of these products must be conducted through direct channels with customers to ensure proper installation and usage support.
4.3 Country-Specific Sales Limitation. You are permitted to actively sell the Goods only within the country from which you initially applied to become a reseller and the application was approved. Any active marketing or sales efforts outside this country require our prior written approval.
4.4 Reseller Representation. You will not represent yourself as an agent of Rithum in any form other than as an approved Reseller of the Goods. You may only present the warranties provided by Rithum and may not make additional representations or warranties on behalf of Rithum.
4.5 Brand Guidelines and Marketing Restrictions. You agree to comply with the current “Brand Guidelines” provided by Rithum regarding the use of trademarks and other branding assets associated with the Goods. All marketing materials must be submitted to Rithum for written approval at least 3 business days prior to use.
4.6 Internet Marketing Restrictions. No online search engine campaigns, including Google Ads, are permitted without Rithum’s prior written approval. Google Shopping and paid social media advertising are allowed in specific regions, subject to Rithum’s approval of keywords and content.
4.7 Website Standards for Resale. You shall ensure that any website used for selling the Goods:
(a) Fully complies with the Brand Guidelines.
(b) Does not display any third-party marketplace logos (e.g., Amazon, eBay, Facebook).
(c) Contains clear, accurate descriptions and current specifications of the Goods as provided by Rithum.
(d) Uses only Rithum-approved assets and imagery.
(e) Tags the Goods appropriately within relevant categories and does not display them in an inferior manner compared to other brands in the same category.
4.8 Quarterly Promotions. You commit to promoting the Goods through your website and social media channels on a quarterly basis. Planned promotional activities must be submitted to Rithum for approval at least one month in advance.
5.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
5.2 The packaging of your Goods may vary from that shown on images on our site.
5.3 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
6. Delivery, transfer of risk and title
6.1 We will contact you with an estimated delivery date, which will be within one working day after the date on which we email you to confirm our acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 for our responsibilities when this happens.
6.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
6.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.
6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
6.5 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods. We shall repay you the price you paid for the Goods after deducting reasonable storage, insurance and selling costs and any shortfall between the resale price and the price you paid for the Goods.
6.6 If you are unable to take delivery of the Goods within the specified time, you may request a holding period extension by covering any reasonable additional storage, insurance, and holding costs. Such extension requests must be agreed upon in writing.
6.7 For international orders, you are responsible for inspecting the Goods upon receipt. Any damage or loss occurring in transit after the Goods leave our facilities is at your risk, unless otherwise agreed in writing.
7.1 We deliver to countries outside of the UK, EU and USA (International Delivery Destinations).
7.2 If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
7.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
7.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
7.5 You must ensure that the Goods comply with all applicable local regulations and restrictions in the destination country. This includes but is not limited to compliance with laws governing electronic devices, software, and security. We will not be responsible for any issues arising from non-compliance with local laws.
8. Price of goods and delivery charges
8.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes VAT / Sales Tax (where applicable) at the applicable current rate chargeable in the UK, EU or USA for the time being. However, if the rate of VAT / Sales Tax changes between the date of your order and the date of delivery, we will adjust the VAT / Sales Tax you pay, unless you have already paid for the Goods in full before the change in VAT / Sales Tax takes effect.
8.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
8.5 It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a) where the Goods' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and
(b) if the Goods' correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
9.1 You can pay for Goods using a debit card or credit card or via bank transfer. We accept a wide range of cards which are indicated during the checkout procedure.
9.2 Unless subject to a separate credit agreement, payment for the Goods and all applicable delivery charges is in advance.
10. Our warranty for the goods
10.1 We provide a warranty that on delivery and for a period of 24 months from the date of sale to the end customer, the Goods shall:
(a) subject to clause 5, conform with their description; and
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(c) be fit for any purpose held out by us.
10.2 Subject to clause 10.3, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.1;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,
we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full, whether in cash or via a credit note.
10.3 We will not be liable for breach of the warranty set out in clause 10.1 if:
(a) you make any further use of the Goods after giving notice to us under clause 10.2;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.4 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 10.1 to the extent set out in this clause 10.
10.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
10.6 These Terms also apply to any repaired or replacement Goods supplied by us to you.
10.7 The warranty does not cover any damage or defect resulting from improper installation, failure to follow provided instructions, or use with incompatible systems or components. It is your responsibility to ensure that the Goods are correctly installed and compatible with end-user systems before commissioning.
10.8 If you provide installation services for end users, you are responsible for verifying that the Goods are compatible with their systems and for managing any risks associated with on-site installation. We assume no liability for installation errors or subsequent issues arising from incorrect installation practices.
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
11.3 Subject to clause 11.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss or corruption of data, information or software; or
(c) loss of business opportunity; or
(d) loss of anticipated savings; or
(f) any indirect or consequential loss.
11.4 Subject to clause 11.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods in the 12 months preceding the claim.
12.1 Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12.4 In the event of a payment default or material breach by you, we reserve the right to accelerate all outstanding payments, requiring you to pay all due amounts immediately upon termination.
12.5 Termination Due to Dormancy. If no orders are received within a 120-day period, your account may be considered dormant, and Rithum reserves the right to terminate this agreement without notice.
13. Consequences of Termination
13.1 After the termination of the agreement, you may add clauses about handling any remaining stock of the Goods:
(a) Rithum reserves the right to cancel any outstanding orders where delivery would occur after termination.
(b) Rithum may offer to buy back any remaining stock at the price originally paid or at a market rate determined by Rithum. If Rithum chooses not to buy back the stock, the reseller may have a specified period (e.g., 2 months) to sell any remaining inventory, after which any unsold Goods should be returned to Rithum or disposed of as directed.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts. For customers located outside the United Kingdom, English law governs this Contract, and disputes shall be resolved exclusively in the English courts, except where mandatory local law provides otherwise. In such cases, any disputes will be subject to the mandatory jurisdiction of the relevant local court.
16.7 End user licence agreement (EULA). It is your responsibility to ensure that end users of the Goods understand and agree to the terms of our End-User License Agreement (EULA) (https://rithumhome.com/eula) before using the Goods. By purchasing and installing the Goods for end users, you represent that they have accepted the EULA and that all appropriate documentation has been provided to them.
16.8 Intellectual property. All intellectual property rights in and to the Goods belong, and shall belong, to the us and/or our licensors.
16.9 Trademarks. We grant to you a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement and during its term) to use our trademarks on or in relation to the Goods solely for the promotion, advertisement, and sale of the Goods. Any use of our trademarks in a misleading or unauthorised manner is strictly prohibited. All promotional materials using our trademarks must be pre-approved by us in writing. Modification, alteration, or reproduction of our trademarks without prior approval is prohibited.
16.10 Control Change Notification. If there is a change in the beneficial ownership of more than 50% of your issued share capital, you must notify Rithum within 30 days. Rithum reserves the right to terminate this agreement at its discretion in the event of such a change.
16.11 Data Protection Compliance. Both parties agree to comply with all applicable data protection laws concerning the processing of personal and business data.