Skip to main content
Free delivery on all orders

The Cricket Store (UK) Services Agreement - Supplemental Terms

The terms below will apply to Merchants as of the “Effective Date” defined in the Order Form.

  • Definitions
    • General Supplemental Terms

    The following Supplemental Terms apply to all Merchants who have signed the Order Form and are active as of the Effective Date defined within the Order Form.

    DEFINITIONS

    The following terms have the respective meanings given to them below:

    "Activation Fee" means a Fee paid by Merchant to The Cricket Store Ltd in consideration of The Cricket Store’s work to activate Merchant on the The Cricket Store website.

    "Agreement" means the Order Form, the Definitions and the Supplemental Terms.

    "Aggregate Data" means aggregate, anonymised data related to Merchant's transactions in connection with The Cricket Store Services.

    "Applicable Law" shall mean all applicable laws, statutes, regulations and codes from time to time in force

    (including without limitation all applicable data protection and privacy laws).

    "Brand Matter" means an event that, in The Cricket Store’s reasonable judgement, would jeopardise the ability of the Merchant to comply with or perform this Agreement, or prejudice the goodwill or reputation of The Cricket Store Ltd or its Affiliates, including, but not limited to, matters related to the alleged violation of the Community Guidelines or any Applicable Laws.

    "Confidential Information" means any confidential, proprietary or other non-public information disclosed by or on behalf of one party (the "Discloser") to another (the "Recipient"), whether disclosed verbally, in writing, or by inspection of tangible objects, and includes, without limitation, transactional, operational, performance and other data or information (including, The Cricket Store Data, Customer’s information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational) and/or that is related to the sale of Merchant’s Items to Customers through the The Cricket Store website and the terms and conditions of this Agreement. Confidential Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient.

    "Customer" means a customer of the Merchant.

    "Customer Feedback" means information provided by a Customer in response to prompting by The Cricket Store website, including rating of Item(s) and comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the The Cricket Store website, and either the delivery services (provided by either a Marketplace Courier or Aggregator Courier) or the Non-Delivery Method experience.

    "Damage Fee" means a Fee paid by Merchant to The Cricket Store Ltd for the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear.

    "Courier" means a Marketplace Courier.

    "Device" means a tablet or other portable device made available by The Cricket Store Ltd or its Affiliates to Merchant to access and use the The Cricket Store Services.

    "Dispute" means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with the Agreement or any term condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of the Agreement.

    "Effective Date" means a date to be confirmed by The Cricket Store Ltd upon which this Agreement will become effective. "Fees" means any applicable fees charged by The Cricket Store Ltd to Merchant, including the Service Fee, the Activation Fee, and the Damage Fee.

    "Feedback" means information provided by Merchant to The Cricket Store including feedback, suggestions, comments, ideas, or other concepts relating to The Cricket Store’s products and services.

    "Force Majeure Event" means occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage.

    "Indemnified Party" means the party receiving indemnification from the Indemnifying Party.

    "Indemnifying Party" means the party providing indemnification to the Indemnified Party.

    "Initial Term" means a period which will commence on the Effective Date and, unless earlier terminated as provided in the Agreement, will continue for a period of one (1) year from the Effective Date.

    "Invoice Details" means information required for the accurate calculation and preparation of invoices by The Cricket Store.

    "Item" means sports equipment, memorabilia, or any other product made available by Merchant to Customer via the The Cricket Store website.

    "Item Revenue" means the Retail Price (plus VAT and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable) and any refunds given to the Customers on behalf of Merchant.

    "Losses" means any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees).

    "Marketplace Courier" means a FedEx courier who intends to perform delivery services on behalf of The Cricket Store Ltd. 

    "Marketplace Item" means an Item transferred by Merchant to Customer via the Marketplace Method.

    "Marketplace Item Payment" means the Retail Price of the Marketplace Item(s) sold by Merchant via The Cricket Store website.

    "Marketplace Item Revenue" means the total Marketplace Item Payment (including any VAT collected on Merchant’s behalf) earned by Merchant, less the Marketplace Service Fee and any refunds given on behalf of Merchant to Customers.

    "Marketplace Method" means a Method whereby The Cricket Store Ltd will request a Marketplace Courier to collect Marketplace Items and deliver such Marketplace Items to Customer. The Cricket Store Ltd will purchase delivery services from the Marketplace Courier and sell those delivery services directly to the Customer. Merchant has no contractual relationship with the Marketplace Courier by virtue of this Agreement.

    "Marks" means the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party or its Affiliates.

    "Merchant" means the party who entered into the Agreement with The Cricket Store Ltd.

    "Merchant Location" means the physical premises owned and/or operated by or in connection with the Merchant, including all warehouses, workshops and/or brands operated by or in connection with the Merchant from that premises.

    "Merchant Marketing Materials" means videos, still images, information or other materials provided to The Cricket Store Ltd and/or its Affiliates for use in connection with the display of Merchant’s Items on The Cricket Store website.

    "Merchant Site" means an online store or catalogue that is operated by or on behalf of the Merchant.

    "Method" means a method by which Items requested by a Customer through The Cricket Store website may be transferred from Merchant to such Customer.

    "Non-Delivery Item" means an Item transferred by Merchant to Customer via the Non-Delivery Method.

    "Non-Delivery Item Payment" means the Retail Price of the Non-Delivery Item(s) sold by Merchant via The Cricket Store website (including any VAT).


    "Non-Delivery Method" means a Method whereby Merchant may allow Customers to collect Items requested from a specified location without the involvement of a Courier.

    "Notice Period" means a period of reasonable notice, as allowed by Applicable Law, after which amended

    Supplemental Terms will take effect.

    "Offer" means a short-term promotional offer that is created and fulfilled by Merchant that is intended to stimulate Customer demand through The Cricket Store website (e.g., discounts).

    "Offer Costs" means the amount spent by Merchant on an Offer.

    "Offer Materials" means, with respect to an Offer, all suitable material to be provided by Merchant including artwork of Merchant’s trademarks and trade names.

    "Offer Tools" means proprietary, automated tools provided by The Cricket Store Ltd to Merchant which allow Merchant to create and provide Offers to Customers. 

    "Personal Data" means any information relating to an identified or identifiable natural person (“data subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

    "Renewal Term" means a one (1) year period where the Agreement automatically renews.

    "Representatives" means with respect to a party, its or its Affiliates’ respective officers, directors, employees or agents.

    "Required Documentation" means all documentation required by The Cricket Store from Merchant, including but not limited to business licence, identification, tax identification, information regarding VAT status, banking documentation, and all Invoice Details.

    "Retail Price" means the original listed price determined by Merchant for each Item to be made available for sale via The Cricket Store website prior to any discounts or promotions.

    "Service Fee" means a Fee paid by Merchant to The Cricket Store Ltd in consideration for the use of The Cricket Store Services. Merchant's Service Fee for each specific Method is specifically set forth in the Order Form.


    "Substandard Item" means any Item that fails to meet the Criteria or standards required by Applicable Laws.

    "Supplemental Terms" means the Definitions, the General Supplemental Terms, the Specific Supplemental Terms and any other terms applicable to the use of the The Cricket Store Services, The Cricket Store Tools, and/or The Cricket Store website and shared with the Merchant.

    "Term" means the Initial Term together with all Renewal Terms.

    "Territory" means UK.

    "Transportation Method" means a mode of transportation that will be used for the purpose of providing delivery services in accordance with the Specific Supplemental Terms for the Aggregator Method.

    "The Cricket Store Ltd" means THE CRICKET STORE LTD, a company registered under the laws of the United Kingdom (registration number: 12774526) whose registered address is 57 Jordan Street, Liverpool, England, L1 0BW

    "The Cricket Store Data" means all data related to the access and use of The Cricket Store Services and The Cricket Store Tools, including but not limited to all Personal Data related to Merchant and Customers.

    "The Cricket Store website" means a website, application or other technology interface made available by The Cricket Store LTD and/or its Affiliates to Customers, on a royalty-free basis, to purchase Items and, if applicable, delivery services.


    "The Cricket Store Marketing Materials" means video, still images and/or other materials created by The Cricket Store (or a party designated by The Cricket Store acting on The Cricket Store’s behalf) for marketing and other efforts related to The Cricket Store website.

    "The Cricket Store Services" means certain services made available by The Cricket Store LTD to Merchant to facilitate the marketing, sale and provision Items by Merchant to Customers, including on-demand lead generation, logistics, payment processing, marketing, operational and other support.

    "The Cricket Store Tools" means a website, application and/or other technology interface, made available by The Cricket Store LTD to Merchant, on a royalty-free basis, in connection with The Cricket Store Services.


    "VAT" means any value added tax payable in accordance with the Value Added Tax Act 1994 and regulations supplemental thereto and any other taxes of a similar nature imposed in the United Kingdom in substitution for, or levied in addition to this.








    GENERAL SUPPLEMENTAL TERMS

    The Cricket Store Ltd may amend the Supplemental Terms from time to time, as allowed by Applicable Law, upon giving a reasonable Notice Period and by The Cricket Store Ltd posting such amended Supplemental Terms on this website or The Cricket Store Ltd otherwise making such amended Supplemental Terms available to Merchant. However, the Notice Period will not apply where an amendment is required by law or relates to the expansion or introduction of new services or functionalities to the existing The Cricket Store Services and/or The Cricket Store Tools or any other change which is effectively favourable to Merchant and does not reduce the scope of its rights or increase its responsibilities. Merchant’s continued access to or use of The Cricket Store Services and/or The Cricket Store Tools after such amended Supplemental Terms become effective constitutes Merchant’s consent to be bound by the amended Supplemental Terms. If Merchant objects to any amended Supplemental Term, Merchant may terminate this Agreement in accordance with clause IV of the Order Form.

    1. The Cricket Store Services.
    1. General. The Cricket Store Ltd will make the The Cricket Store Services available to Merchant including, but not limited to, on-demand lead generation, logistics, payment processing, marketing, operational and other support. The Cricket Store Services are solely for use by Merchant, subject to the terms of this Agreement.
    2. Appointment of Limited Payment Collection Agent.
      1. Merchant hereby appoints The Cricket Store Ltd as Merchant’s limited payment collection agent solely for the purpose of: (A) accepting payment of the Retail Price of Items (plus any applicable VAT and other fees collected on Merchant’s behalf) sold by Merchant via the The Cricket Store website, via the payment processing functionality facilitated by the The Cricket Store Tools, and (B) transferring to Merchant the Retail Price (plus VAT and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable), and any refunds given to the Customers on behalf of Merchant ("Item Revenue").
      2. Merchant agrees that payment collected by The Cricket Store Ltd on Merchant’s behalf will be considered the same as payment made directly to Merchant. 
      3. If reasonable, The Cricket Store Ltd may adjust the transfer of Item Revenue collected on Merchant’s behalf for reasons including, but not limited to, failure to fulfil the provision of an Item as ordered. Merchant may dispute any such adjustments through The Cricket Store Tools within fourteen (14) calendar days of Merchant being notified of such adjustment. The Cricket Store Ltd reserves the right to, and Merchant authorizes The Cricket Store Ltd to, collect the amount of such adjustments via a deduction from the Item Revenue collected on Merchant’s behalf, or by debiting Merchant’s payment method on record, or otherwise seeking reimbursement from Merchant.
      4. In exceptional circumstances only (as determined by The Cricket Store Ltd in its sole discretion, acting reasonably), The Cricket Store Ltd reserves the right to temporarily or permanently cancel or suspend a payment to Merchant. The foregoing exceptional circumstances shall include, but not be limited to, any legal or regulatory risk or potential breach of Applicable Laws associated with the transfer of such payment to Merchant, the actual or expected initiation of insolvency or bankruptcy proceedings against Merchant and any failure by Merchant to provide the Required Documentation in accordance with clause 1(c) of these General Supplemental Terms.
      5. The Cricket Store Ltd may, from time to time, request information from Merchant to confirm Merchant’s identity as may be necessary under any applicable compliance obligations before transferring any payments to Merchant and may refuse to process payments owed to Merchant in accordance with clause 1(b)(v) of these General Supplemental Terms if there exists a legal or regulatory risk or potential breach of law or regulation associated with such transfer to Merchant.
      6. The Cricket Store Ltd may engage any of its Affiliates to perform the activity of limited payment collection agent on The Cricket Store Ltd’s behalf. Please see the General Supplemental Terms for additional payment terms.

    1. The Cricket Store Tools. The Cricket Store Ltd may make available certain The Cricket Store Tools to Merchant, and Merchant may access and use those The Cricket Store Tools solely in connection with Merchant’s use of the The Cricket Store Services. The Cricket Store Tools, including all intellectual property rights therein, are and shall remain the property of The Cricket Store Ltd., its Affiliates or their respective licensors. Neither this Agreement nor Merchant’s use of the The Cricket Store Tools or The Cricket Store Data conveys or grants to Merchant any rights in or related to the The Cricket Store Tools or The Cricket Store Data, except for the limited licence granted above. Merchant shall retain access to The Cricket Store Tools for the Term. In the event of a breach of this Agreement or any other terms agreed between The Cricket Store Ltd and Merchant, The Cricket Store Ltd retains the right to revoke access to The Cricket Store Tools without prior notification, and without having to provide any data to Merchant after such revocation.

    2. Device. Devices shall at all times remain the property of The Cricket Store Ltd and/or its Affiliates. Merchant agrees that the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear, will result in a Fee of £200 ("Damage Fee"). Merchant agrees that The Cricket Store Ltd may deduct the Damage Fee from Merchant's Item Revenue.
    3. The Cricket Store website. Merchant acknowledges and agrees that once it has accepted a request for an order of Items, the The Cricket Store website may provide certain information about Merchant to the Customer, including Merchant’s name and contact number. As between Merchant and The Cricket Store Ltd, The Cricket Store Ltd and/or its Affiliates will retain sole and absolute control over the The Cricket Store website (and all elements of the user experience and user interface relating to The Cricket Store website), including, without limitation, with respect to:
    4. the personalisation of the The Cricket Store website for Customers; ii. the prioritisation and display of options available to Customers; iii. the search functionality and results provided to Customers; and
    1. adding, removing or otherwise modifying any feature or functionality made available through The Cricket Store website to optimise reliability or efficiency on the The Cricket Store website.
    1. No Service Guarantee. The Cricket Store Ltd and its Affiliates do not guarantee the availability or uptime of The Cricket Store Tools or The Cricket Store website. Merchant acknowledges and agrees that The Cricket Store Tools and The Cricket Store website may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, The Cricket Store Tools and The Cricket Store website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and The Cricket Store Ltd and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
    2. Disclaimer of Warranties. This clause applies only to the maximum extent permitted by Applicable Law, and does not (and is not intended to) override any rights that Merchant has pursuant to Applicable Law. The Cricket Store Ltd and its Affiliates provide, and Merchant accepts, The Cricket Store Tools and The Cricket Store website on an "as is" and "as available" basis. The Cricket Store Ltd and its Affiliates do not represent, warrant or guarantee that Merchant's access to or use of the The Cricket Store Tools or The Cricket Store website: (i) will be uninterrupted or error free; or (ii) will result in any requests for orders of Items (and delivery, if applicable). The Cricket Store Ltd and its Affiliates make no representations, warranties or guarantees as to the actions or inactions of Customers who may request or receive Items (and delivery services, if applicable), and The Cricket Store Ltd and its Affiliates do not screen or otherwise evaluate Customers. By using the The Cricket Store Tools, Merchant acknowledges and agrees that Merchant or a Courier may be introduced to a third party that may pose harm or risk to Merchant,

    Couriers or other third parties. Merchant and their Aggregator Couriers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of The Cricket Store Services and The Cricket Store Tools. The Cricket Store Ltd does not represent, warrant or guarantee the safety of any Items. Notwithstanding The Cricket Store’s appointment as limited payment collection agent of Merchant for the purpose of accepting payment from Customers on its behalf, The Cricket Store Ltd and its Affiliates expressly disclaim all liability for any act or omission of Merchant, any Aggregator Couriers, any Customer or other third party.

    1. Complaints. In connection with the provision of The Cricket Store Services to Merchant, The Cricket Store Ltd, on behalf of Merchant, may respond to complaints by Customers about Items and/or delivery sold by Merchant via The Cricket Store website.
    2. Suspension of The Cricket Store Services. The Cricket Store Ltd, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, Merchant’s access to The Cricket Store Services and The Cricket Store Tools if: i.Merchant fails to provide Required Documentation in a timely manner; ii. Merchant’s account is in arrears; iii. A Brand Matter has occurred; or iv. Merchant is, or The Cricket Store Ltd reasonably believes Merchant is, in breach of this Agreement.
    1. Merchant’s Obligations.
    2. Availability of Items. Merchant will make Items available for purchase through The Cricket Store website during its normal business hours.
    1. Merchant will prepare, manufacture, handle and store all Items in accordance with Applicable Laws.
    2. Merchant will determine any Criteria that apply to Items and Merchant is responsible for ensuring that the Items meet the applicable Criteria as displayed to Customers in The Cricket Store website. The Cricket Store Ltd, at its sole discretion, reserves the right to remove from The Cricket Store website any Item for sale by Merchant deemed unsuitable for sale the The Cricket Store website.
    1. Item Inventory and Responsibilities
      1. Item Responsibilities By Method
        1. For Items transferred via the Marketplace Method, with respect to the Items themselves, Merchant is responsible for complying with all health and safety laws and regulations applicable in relation to preparation, manufacturing and packaging of Marketplace Items. Substandard Items are Merchant's responsibility. With respect to delivery, Merchant remains responsible for all items up to the point where the Items are transferred to a Marketplace Courier, but Merchant is not responsible for the delivery itself. However, Merchant will ensure that Items are appropriately packaged in order to mitigate the risk of damage during transit.
        2. Merchant acknowledges and agrees that The Cricket Store Ltd never takes title to any Item transferred under any of the aforementioned Methods.
      2. Merchant is responsible for costs related to reimbursement to Customers in the event any such Customer(s) request a refund for Substandard Items or otherwise unsatisfactory Item(s) (including, without limitation, any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable). In addition, if a Substandard Item is delivered to a Customer via the Marketplace Method, The Cricket Store Ltd may assess a Substandard Item Delivery Fee to Merchant to offset the cost of delivery of the Substandard Item. The Cricket Store Ltd may deduct refunds (including the Substandard Item Delivery Fee) from the Item Revenue transmitted to Merchant under this Agreement in accordance with The Cricket Store’s refund policy located at https://www.thecricketstore.uk/policies/refund-policy (or as otherwise provided to Merchant), as updated from time to time, provided always that Merchant has received notification of such refund policy.

    2. Documentation. Merchant will provide all documentation required by The Cricket Store Ltd (including but not limited to business licence, identification, tax identification, information regarding VAT status, banking documentation, and all Invoice Details) ("Required Documentation"). Merchant is solely responsible for providing The Cricket Store Ltd with, and maintaining, accurate bank account information.
    3. Restrictions. Merchant will not, and will not allow any third party to: (i) use The Cricket Store Services, The Cricket Store Tools, or any other transactional, operational, performance or other data or information that is related to the sale of the Items (and, if applicable, delivery) to Customers through The Cricket Store website to compete with The Cricket Store, its Affiliates or The Cricket Store Services; (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the The Cricket Store Services or The Cricket Store Tools (except to the extent that Applicable Law prohibits reverse engineering restrictions); or (iii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, The Cricket Store Services or The Cricket Store Tools (except as otherwise authorised by The Cricket Store Ltd).
    4. Tax. Merchant is responsible for ensuring the accuracy of its own tax filings.
  • Ratings. Merchant acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the The Cricket Store website to provide a rating of such Item(s) (and, if applicable, delivery) and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on The Cricket Store website, and the delivery services (provided by a Marketplace Courier). The Cricket Store Ltd reserves the right to use, share, and display Customer Feedback in any manner in connection with the business of The Cricket Store Ltd without attribution to or approval of Merchant. The Cricket Store Ltd reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other Personal Data, violate any privacy laws and regulations or other Applicable Laws, or violate The Cricket Store’s content policies.
  • Reporting. The Cricket Store Ltd will provide Merchant with information regarding the number of Items sold by Merchant to its Customers.The Cricket Store will also provide information to Merchant regarding any refunds given to its Customers by The Cricket Store Ltd on Merchant’s behalf, including the date of the transaction, the Item(s) refunded, the reason for the refund and any other information The Cricket Store Ltd is permitted to provide under applicable privacy laws and regulations.
  • Fees, Retail Price of Items and Taxes.
    1. Fees and Taxes.
    1. Fees. In consideration for the use of The Cricket Store Services, The Cricket Store Ltd will charge Merchant a "Service Fee" for each specific Method as specifically set forth in the Order Form (together with the Activation Fee, the Damage Fee, and any other applicable fees charged by The Cricket Store Ltd to Merchant, the "Fees").
    2. Payment Terms. All Fees under this Agreement will be paid in pound sterling. The Cricket Store Ltd will deduct any Fees from the payment The Cricket Store Ltd collects from Customer on Merchant’s behalf, as detailed below.
    3. Costs and Expenses. Except as may be expressly set forth in this Agreement, each party will be responsible for its expenses and costs in connection with this Agreement.
    4. Taxes on Fees.
    1. All Fees payable pursuant to this Agreement are exclusive of VAT.
    2. If VAT is chargeable on any Fees, the Merchant shall pay to The Cricket Store Ltd an amount equal to the amount of the VAT in addition to and at the same time as payment of the Fees.
    3. Fees shall be paid free and clear of and without deduction for or on account of withholding tax (if applicable). If Merchant is required to make such a deduction or withhold such tax, the sum payable by Merchant shall be increased to the extent necessary to ensure that The Cricket Store Ltd receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.
    1. Retail Price of Items and Taxes.
    1. Merchant is the "retailer" or "seller" of all Items. Merchant is responsible for determining and setting the original listed price, prior to any discounts or promotions, for each Item to be made available for sale via The Cricket Store website (the "Retail Price"). The Retail Price for each Item will include VAT and Merchant is solely responsible for determining and setting the rate of applicable VAT to be charged to Customers for Items available on The Cricket Store website. To the extent that Merchant does not inform The Cricket Store Ltd of the applicable VAT rate, Merchant expressly authorises The Cricket Store Ltd to make such determination on its behalf and Merchant hereby acknowledges and agrees that The Cricket Store Ltd will have no liability for the accuracy of any such determination. Merchant expressly authorises The Cricket Store Ltd, at Merchant’s direction, to collect such VAT on Merchant’s behalf.
    2. Merchant is solely responsible for the accounting for the applicable VAT chargeable in connection with the sale of Items. 
  • Invoices. Merchant grants a mandate to The Cricket Store Ltd, pursuant to which, for each order completed using The Cricket Store website, The Cricket Store Ltd may issue an invoice and/or receipt for Items and delivery services to Customers in Merchant's name and on Merchant’s behalf provided that Merchant has completed the required Invoice Details. Merchant may dispute invoices and/or receipts issued by The Cricket Store Ltd on Merchant's behalf within a period not exceeding three (3) days from the issuance date of the invoice and/or receipt. Failing this, Merchant is deemed to have validated said invoice and/or receipt. It is understood that Merchant will carry out storing and archiving of invoices and/or receipts in compliance with Applicable Laws.
  • Method Restrictions and Limitations.
    1. Temporary Usage Restriction. The Cricket Store Ltd, at its discretion, reserves the right to restrict or otherwise limit Merchant’s access to the The Cricket Store website for a period of time for reasons including, without limitation, to prevent or otherwise limited unfulfilled orders
    2. Transfer Restrictions. The following restricted items may not be transferred via The Cricket Store Ltd website: people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, or any items that Merchant does not have permission to transfer. The Cricket Store Ltd reserves the right to prohibit transfer of additional Items at its sole discretion.
  • Marks.
    1. Marks. Subject to this Agreement, each party hereby grants to the other party (and, in the case of The Cricket Store Ltd, to its Affiliates) a limited, non-exclusive and non-transferable licence during the Term to use such party’s respective Marks, on a royalty free basis, in connection with the activities related to this Agreement. This licence includes the right to reproduce, adapt and represent (in connection with all or part of the activities related to this Agreement) the Marks for the entire world, using all means and media, and without any restriction of any kind as regards exploitation methods, number of prints, dissemination or utilisation. All uses of a party’s Marks (owned or licensed, as applicable) by the other party will be in the form and format specified or approved by the party that owns (or is a licensee of, as applicable) such Marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party. Any use or display of Merchant’s Marks by The Cricket Store in connection with making Items available through The Cricket Store website in the ordinary course of business will not require any such prior, express, written consent. All goodwill related to the use of a party’s Marks by the other party will insure to the benefit of the party that owns (or is a licensee of, as applicable) such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any licence or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Merchant agrees that it will not, and will ensure that Aggregator Couriers do not, try to register or otherwise use and/or claim ownership in any of The Cricket Store Marks, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
  • Marketing and Promotional Activities.
    1. Marketing. The Cricket Store may showcase the availability of Merchant’s Items via The Cricket Store website through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. The Cricket Store (or a party designated by The Cricket Store acting on The Cricket Store’s behalf) may create video, still images and/or other materials for marketing and other efforts related to The Cricket Store website ("The Cricket Store Marketing Materials"). Merchant agrees that The Cricket Store Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of The Cricket Store. Additionally, if Merchant Marketing Materials are used in connection with the display of Merchant’s Items on The Cricket Store website, Merchant hereby grants The Cricket Store a non-exclusive, royalty free right to use, reproduce, adapt, represent, and display such Merchant Marketing Materials in connection with Merchant’s Items and other promotional activities relating to The Cricket Store Services, for the entire world, during the Term, using all means and media, and without any restriction other than as required by Applicable Law as regards exploitation methods, number of prints, dissemination or utilisation.
    2. No Additional Amounts. Merchant acknowledges and agrees that, through advertising and marketing, The Cricket Store may seek to attract new merchants to The Cricket Store and to increase existing users of The Cricket Store Services and The Cricket Store website. Merchant acknowledges and agrees such advertising or marketing does not entitle Merchant to any additional monetary amounts beyond the amounts expressly stated in this Agreement.
    3. Merchant Promotional Offers. The Cricket Store Ltd may authorise Merchant to use certain automated tools that allow Merchant to provide promotional Offers to Customers through The Cricket Store website in accordance with the terms of this Agreement. Merchant agrees that it is solely responsible for fulfilling and, subject to technical and functional limitations of the automated tools, defining the Offers provided by Merchant to its Customers.
    1. Merchant Promotional Offers. Subject to this Agreement and any other guidelines or eligibility criteria for Offers that The Cricket Store Ltd may make available from time to time, The Cricket Store Ltd hereby authorises Merchant to use The Cricket Store’s proprietary, automated tools ("Offer Tools") to create and provide Offers to Customers. Unless otherwise specified by The Cricket Store, Merchant will be solely responsible for defining each Offer (within the scope of functionality provided by the Offer Tools), including, without limitation, the start date, end date, and budget for each Offer. Each Offer will be subject to The Cricket Store’s prior written approval. Merchant is responsible for providing to The Cricket Store Offer Materials in a format and within deadlines specified by The Cricket Store Ltd for such to be reproduced for the provision of the Offer to Customers.
    2. Enhanced Promotional Placements. Subject to The Cricket Store website functionality, The Cricket Store Ltd may provide enhanced promotional placement or other visual treatment for the Offers through the start and end date identified by Merchant. Merchant acknowledges that the time period of enhanced promotional placement for an Offer (if applicable) may vary due to a number of factors including Merchant’s budget, the start and end date for an Offer, and other The Cricket Store website functionality.
    3. Merchant’s Responsibilities. Merchant will honour and fulfil the terms of the Offer. Merchant represents and warrants that Merchant will run all Offers in accordance with all Applicable Laws which apply to the Offers. Merchant represents and warrants that Merchant possesses all necessary authority, rights, licences, consents and permissions to run the Offer (including, without limitation, the rights to any Offer Materials provided to The Cricket Store). Merchant will not use an Offer to make charitable donations. For free or reduced Delivery Charge Offers, Merchant will be solely responsible for the reduction to the amount that The Cricket Store Ltd collects from Customers with respect to the Delivery Charge.
    4. Reporting and Offer Costs. The Cricket Store Ltd will use good faith efforts to provide Merchant with reasonable information regarding Merchant's Offers, which may include, without limitation, the Offer Costs and the number of Items sold in connection with an Offer. The Cricket Store Ltd, in its sole discretion, may highlight Offers and/or the results of Offer in its own marketing materials.
    5. Service Fees. For Items where an Offer has been applied as a discount to the Retail Price of the Item, The Cricket Store Ltd will charge Merchant a Service Fee based on the discounted Retail Price and not the full Retail Price. If Merchant's Offer consists of a discount on delivery, the Service Fee will be calculated as described in the Agreement and will not change. Merchant agrees that Merchant is solely responsible for Offer Costs and that The Cricket Store Ltd may deduct Offer Costs from Merchant's Item Revenue. If Merchant is paid for an Item, it is responsible for the Service Fee and relevant Offer Costs.
    6. Modification, Suspension, Discontinuation. The Cricket Store Ltd reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Offer Tools or the ability for Merchant to provide Offers. Merchant agrees that neither The Cricket Store nor any of its Affiliates shall be liable to Merchant (or to any third party) for the Offer or the Offer Tools, including for any modification, suspension or discontinuance of the Offer or the Offer Tools or providing Merchant with the ability to provide Offers.
    1. Ranking. We may use certain parameters to determine how prominently Merchants appear in The Cricket Store website (the “Parameters”). These Parameters are selected to optimise the marketplace experience for all users of The Cricket Store website, including you and Customers. The main Parameters used for ranking include the time you have been on the The Cricket Store website, customer preferences (evidenced, for example, by previous orders, searches or clicks), cricket bat weights, promotional offers, contextual factors (for example, the time of day, the day of the week), past ordering experiences (based, for example, on feedback, acceptance of orders and preparation time), availability, pricing, profitability (for The Cricket Store Ltd), basket size, estimated delivery time, new product ranges, alphabetical order and any paid advertising you place on the The Cricket Store website. The Parameters are taken into account any time merchants are displayed in The Cricket Store website, including in response to a Customer's search query and in the home feed. You can influence how prominently you appear in The Cricket Store website by making promotional offers and receiving positive feedback from Customers. The Cricket Store Ltd shall provide you with fifteen (15) days’ notice of important changes to the Parameters.
    2. Publicity. Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.
  • Confidential Information; Personal Data; Feedback.
    1. Definition. Each Recipient agrees that it will not disclose the Discloser’s Confidential Information to any third parties other than Representatives, or use it in any way other than as necessary to perform this Agreement. Each Recipient will ensure that Confidential Information will only be made available to those of its Representatives who have a need to know such Confidential Information and who, prior to any disclosure of such Confidential Information, are bound by written obligations of confidentiality with respect to such Confidential Information that are no less stringent than those set forth in this Agreement. Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorise others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on use and disclosure of Confidential Information will not apply to the extent: (i) the Discloser has authorised such use or disclosure (and Merchant hereby authorises The Cricket Store Ltd to disclose the terms of this Agreement to Merchant’s franchisees in connection with executing contracts that reference this Agreement with such franchisees) and (ii) a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose (to the extent legally permissible) and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form. Neither party makes any representation or warranty that Confidential Information is complete or accurate; all

    Confidential Information is provided "as is".

    1. Privacy. Merchant agrees to use Personal Data provided to Merchant by The Cricket Store Ltd solely for the purpose of providing Items to Customers under this Agreement. Merchant agrees to use Personal Data provided to Merchant by The Cricket Store Ltd solely by using The Cricket Store Tools provided by The Cricket Store Ltd and shall not copy, store, retain, remove from The Cricket Store Tools or otherwise process the Personal Data. Only in the Aggregator Method, Merchant is permitted to copy Personal Data provided via The Cricket Store Tools and share it with its Aggregator Couriers for the sole purpose of providing Items to Customers in accordance with this Agreement, and will be responsible for compliance with applicable data protection regulations as a data controller, or the responsible party, for such Personal Data as specified in clause 5(a) of the Aggregator Method Specific Supplemental Terms. In respect of any Personal Data transferred by The Cricket Store Ltd to Merchant, the parties agree that they shall enter into the Data Processing Agreement (controller to controller) in substantially the form attached hereto, included as part of the Aggregator Method Specific Supplemental Terms.
    2. Aggregate Data. Merchant acknowledges that The Cricket Store may use aggregate, anonymized data related to Merchant’s transactions in connection with The Cricket Store Services ("Aggregate Data") and may share Aggregate Data with a commercial partner to achieve any commercial purpose, as described in paragraph (h) below. If Merchant allows a third party to provide technology services to Merchant in connection with Merchant’s obligations under this Agreement, then The Cricket Store may share Aggregate Data with such third party to enable the provision of The Cricket Store Services to Merchant.

    3. Third Party Disclosure. Merchant acknowledges that The Cricket Store may share Merchant contact information (including name, address, email, and phone number) with third parties necessary to Merchant's onboarding on The Cricket Store website, including logistics and/or delivery service providers (for the delivery of Devices or other equipment), as well as photography services (for any photography which may be provided by a third-party provider on behalf of The Cricket Store).
    4. Passwords. Merchant is responsible for maintaining the integrity of information related to Merchant’s access and use of The Cricket Store Tools and related The Cricket Store Services, including any password, login or key information. Merchant represents and warrants that Merchant will not share such information with any third party.
    5. Data Identification Restriction. Without limiting any other provision of this Agreement, including any provision in this clause, Merchant will not merge any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, for the purpose of re-identification, targeted marketing, analytics or any other similar purpose.
    6. Feedback. Merchant may, but is not obligated to, provide or otherwise make available to The Cricket Store certain feedback, suggestions, comments, ideas, or other concepts relating to The Cricket Store’s products and services ("Feedback"). However, to the extent that Merchant provides or otherwise makes available Feedback to The Cricket Store, Merchant hereby grants to The Cricket Store a perpetual, irrevocable, worldwide, royalty free, fully sublicensable right to use, reproduce, adapt, represent and otherwise exploit such Feedback, during the Term, using all means and media, and without any restriction of any kind with regard to exploitation methods, number of prints, dissemination or utilisation.
    7. Access to The Cricket Store Data. The Cricket Store Data you have access to through your use of The Cricket Store Services and The Cricket Store Tools, includes onboarding data (e.g. bank account information, contact information), operational data (e.g. order history, delivery information and other metrics), financial data (e.g. Item Revenue due to you, Fees due to The Cricket Store Ltd, past payout amounts), and feedback (from Customers). After expiry or termination of this Agreement, you will lose access to The Cricket Store Data. The Cricket Store has access to The Cricket Store Data via The Cricket Store Tools and may use it for the purposes described in ​​The Cricket Store’s Privacy Notice and for commercial purposes, unless expressly prohibited by this Agreement. The Cricket Store may share data with third parties, for example with service providers that assist The Cricket Store Ltd in providing The Cricket Store Services, and it is not possible for Merchant to opt-out of such sharing. The Cricket Store may also share Aggregate Data with selected partners for commercial purposes related to The Cricket Store website (“Partner Sharing”). It is not possible for Merchant to opt-out of Partner Sharing, however Merchant’s data is not individually identifiable within Aggregate Data. In case The Cricket Store Data is also considered, in accordance with applicable laws, Merchant’s Personal Data, the information provided in, and the rights afforded under, The Cricket Store’s privacy notice shall, in case of a conflict, supersede this paragraph.

  • Indemnification.
    1. Indemnified Claims. Each party (the "Indemnifying Party") will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the "Indemnified Party") from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, "Losses") with respect to any third party claim arising out of or related to: (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents (in Merchant’s case but excluding The Cricket Store and Marketplace Couriers to the extent they are Merchant’s agents) in their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party’s (in Merchant’s case) representations, warranties or covenants in this Agreement; and (iii) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party.
    2. Merchant will indemnify, defend and hold harmless The Cricket Store Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Merchant’s violation or alleged violation of any applicable retail products or other health and safety code, rule or regulation, (B) Merchant’s failure to determine the applicable VAT and other fees charged; (C) Merchant’s failure to apply correct VAT rates, including those rates adjusted by The Cricket Store on Merchant’s behalf; (D) VAT, other fees, penalties, interest and other costs related to Merchant’s obligations; (E) Merchant copying, storing, retaining, removing from The Cricket Store Tools or otherwise processing the Personal Data, except as permitted by clause 11(b) of these General Supplemental Terms; (F) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any: (i) Merchant Marketing Materials; and/or (ii) Offer run by Merchant and use of Offer Materials; and/or (G) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising or use of, or otherwise relating to, any Offer run by Merchant, whether or not any claim arises during the Term of the Agreement, except in the case of each of (A)-(E) above, to the extent such harm was directly caused by the gross negligence or willful misconduct of The Cricket Store or its employees, agents or Couriers. With respect to the indemnities in (F) and (G) above, approval by The Cricket Store Party of any Offer or use of any Offer Materials shall not affect this right of indemnification.
    3. Procedure. Each Indemnified Party will provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgement, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at the Indemnifying Party’s expense.
  • Auditing/Investigations. During the Term of the Agreement and for a period of 12 months after expiry or termination of it, on:
    1. an annual basis; and/or
    2. in case of any suspected or actual breach of (a) the Community Guidelines or any other code of conduct applicable to Merchant, (b) the Agreement, or (c) any of Merchant’s obligations under any applicable labour, anti-slavery or anti-bribery and corruption provisions, laws, regulations, guidelines and codes by Merchant or any Representative;

    The Cricket Store Ltd shall have the right to audit (directly or indirectly) at Merchant’s offices, or request and receive copies of, any or all of Merchant’s records including, but not limited to payroll slips, social contribution expenses, tax returns, receipts and expenses, at Merchant’s cost, subject to at least twenty four (24) hours’ written notice. Merchant shall also inform The Cricket Store Ltd immediately in writing should it or any Representative be under investigation by any relevant authority in relation to any such potential or actual breach. The Cricket Store reserves the right to send Merchant questionnaires to assess compliance with the Agreement, to which Merchant agrees to reply within twenty-four (24) hours from the moment the questionnaire is sent, or a different deadline if specified in the questionnaire.

  • Governing Law. This Agreement shall be governed by and construed in accordance with the laws as specified in the Order Form without regard to its conflict of laws provisions. In case you face issues using The Cricket Store Services and/or have complaints about The Cricket Store Services or this Agreement, you can contact us free of charge via email james@thecricketstore.uk so our team can follow up. We will inform you of the outcome within a reasonable period of time.
  • Dispute Resolution. In the event of any Dispute arising out of or in connection with the Agreement, the parties agree in the first instance to discuss and consider referring the Dispute to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure (https://www.cedr.com). The parties remain free to jointly identify any mediator of their choice in the event of a Dispute.
  • General.
      1. Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
      2. Modification. Any modification or amendment to the Order Form shall be effective only if in writing and signed by both parties, provided that The Cricket Store Ltd reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Any modification or amendment to the Supplemental Terms shall be in accordance with clause II(B) of the Order Form.

    1. Severability. If any provision of the Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remainder of the Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of the Agreement.
    2. Force Majeure Event. Any delay in or failure by either party in the performance of this Agreement shall be excused if and to the extent such delay or failure is caused by a Force Majeure Event. The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimise any resulting delay in or interference with the performance of its obligations under the Agreement.
    3. Assignment. Merchant may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of The Cricket Store Ltd. ​​The Cricket Store Ltd may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. The Cricket Store Ltd shall be expressly discharged from all obligations and responsibilities arising after the assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
    4. Relationship between the Parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment or worker relationship (including from a labour law, tax law or social security law perspective), between The Cricket Store Ltd (and/or its Affiliates) and Merchant. No party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorised representative of the other party. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement. Except as otherwise expressly provided herein with respect to The Cricket Store Ltd acting as the limited payment collection agent solely for the purpose of collecting payment from Customers on behalf of Merchant, the relationship between the parties under this Agreement is solely that of independent contractors.

    5. Entire Agreement. This Agreement contains the full and complete understanding and agreement between the parties and supersedes all prior and contemporary understandings and agreements, whether oral or written. In this Agreement, the words "including" and "include" mean "including, but not limited to."
    6. Third Party Beneficiaries. Merchant acknowledges that there are no third party beneficiaries to this Agreement and The Cricket Store Ltd’s Affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, except with respect to The Cricket Store Ltd and The Cricket Store Ltd’s Affiliates.
    7. Liability. Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that Merchant or The Cricket Store Ltd may have under Applicable Laws that cannot be lawfully limited or excluded.
    8. Payment Processing Errors. The Cricket Store Ltd reserves the right, in its sole discretion, to seek reimbursement from Merchant if The Cricket Store Ltd discovers payment processing errors. The Cricket Store Ltd may deduct from Merchant's Item Revenue, debit Merchant's payment method on file, or seek reimbursement from Merchant by any other lawful means to correct any errors. Merchant authorises The Cricket Store Ltd to use any or all of the above methods to seek reimbursement.
    9. Notice. Any notice will be sent to the address of the relevant party listed in the Order Form and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) three (3) days after being sent by overnight courier, charges prepaid; or (c) by electronic mail to the designated recipient.