Marketplace Terms

Terms and Conditions for the Opply Marketplace between Opply Ltd (Opply or “we/us”) of 7 Bell Yard, WC2A 2JR, United Kingdom and Users which shall mean business purchasers or suppliers of goods as the case may be.

1. Use of the Opply Marketplace

1.1 Opply provides access and login rights to the Opply Marketplace to direct business users only and not for any agent, subcontractors or unrelated third parties. 

1.2 Opply’s privacy notice can be accessed here: www.opply.io/privacy-policy and are included in and form part of these terms and conditions. We will only use your personal information as set out in Our Privacy and Cookie terms.

1.3 Opply provides the Opply Marketplace, together with third party services such as those for payment, to facilitate transactions between users, being business purchasers and the independent suppliers of goods. Fulfilment and shipment of orders are carried out by suppliers. Opply’s obligations under these terms are limited to transaction facilitation and do not extend to the direct physical handling, shipment, or storage of goods. Suppliers are independently responsible for the quality, legality, and delivery of their goods, in accordance with agreed contract terms, specifications, and applicable standards and laws.

1.4 Opply’s obligations apply only to transactions taking place through the Opply Marketplace.

1.5 By gaining access to or making use of the Opply Marketplace and/or any of the services provided by Opply or Opply’s third party providers, such as payment, you agree to be bound by these terms and conditions and the terms specific to the services provided by the third-party provider’s links to which will be provided to you from time to time. Opply deploys dedicated specialist payment services from Rapyd whose terms and conditions can be found here.

1.6 All users shall comply with all laws and regulations applicable to their business in the jurisdictions in which they operate.

1.7 Access to the Opply Marketplace is provided on an “as is” and on an “as available” basis. We may suspend or discontinue access to the Opply Marketplace (or any part of it) at any time. We do not guarantee that the Opply Marketplace will always be available or that access to it will be uninterrupted. We may alter and update the Opply Marketplace (or any part of it) at any time. Access to the Opply Marketplace may be suspended, or terminated at the absolute discretion of Opply if the user breaches the terms hereof or misuses any IP, or for security or maintenance or on any other reasonable grounds to be determined in the absolute discretion of Opply.

1.8 We may alter these Terms and Conditions at any time. Your use of the Opply Marketplace constitutes your acceptance of these Terms and Conditions. Any changes made to these Terms and Conditions will apply to your use of the Opply Marketplace the first time you use it after the changes have been implemented. 

2. Third – party services

2.1 Any use by you of third-party services offered through the Opply Marketplace is entirely at your own risk and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such third-party services before using them.

2.2 You acknowledge and agree that Opply shall have no liability arising out of or in connection with your use of third-party services.

1. If you use a third-party service, you grant Opply permission to allow the provider of that service to gain access to your data and to take any other actions required for the interoperation of the third-party service with the Opply Marketplace. 
2. You accept that any exchange of data or other interaction between you and the third-party provider is solely between you and them and that Opply is not responsible for any disclosure, modification or deletion of your data or other materials, or for any corresponding losses or damages you may suffer, as a result of access by a third-party service or a third-party provider to your data or other materials.
3. In the event of conflicts between the terms and conditions of any incorporated third -party provider and these Terms and Conditions for the Opply Marketplace, these Terms and Conditions for the Opply Marketplace shall prevail. 
4. 1.  

3. These terms and conditions

3.1 Opply may change these terms and conditions at any time, at will, without notice and you agree to be bound by the current version of the terms and conditions. 

3.2 Opply may change the services provided on the Opply Marketplace and these terms and conditions shall apply to the services as may be changed from time to time.

3.3 Opply reserves the right to modify, discontinue, suspend, or terminate the Opply Marketplace and/or any third-party services, or your use of the Opply Marketplace and/or any third-party services for any reason, without notice at any time. 

3.4 Opply shall not be liable to you or to any third party for any such modification, discontinuance, suspension or termination.

3.5 These terms and conditions shall prevail over any other terms and conditions. 

3.6 Nothing on Our Site constitutes professional advice on which you should rely. It is provided for general information purposes only. 

3.7 We make reasonable efforts to ensure that the content on our site is complete, accurate, and up to date, but we make no warranties, representations, or guarantees (express or implied) that this will always be the case. If you are a business user, we exclude all implied representations, warranties, conditions, and other terms that may apply to Content.

4. Opply’s role 

4.1 Opply is acting as the reseller and Merchant of Record (“MOR”) being contractually responsible for the sale of goods to the business purchasers through the Opply Marketplace. Opply facilitates the sale and purchase of goods between purchasers and suppliers but does not take physical possession of the goods at any point. The goods are shipped directly from the suppliers to purchasers, and Opply’s role is limited to transaction facilitation and compliance oversight as the MoR. 

4.2 This includes facilitating all associated financial transactions, collecting and remitting taxes as applicable, and ensuring compliance with relevant consumer laws and regulations.

4.3 Suppliers are independently responsible for fulfilling the orders, including the quality, quantity, specification, legality, packaging, and shipment of their goods directly to purchasers. 

4.4 Opply undertakes reasonable due diligence to ensure that suppliers adhere to agreed standards.

5. How the Opply Marketplace works

5.1 Opply receives purchasers’ requirements for goods and will make these requirements available on the Opply Marketplace to suppliers.

5.2 Each purchaser will state its requirement for goods including, as appropriate, their quantity, quality, specification, and any applicable standard.

5.3 Offers to supply goods will be invited from suppliers and Opply will notify the purchaser of offers received.

5.4 The essential commercial terms of each offer will be set out in the Opply Marketplace, including the description of the goods, their quantity, details of delivery, any Incoterms applicable, the price and payment terms.  Purchaser acknowledges that the goods offered may not meet its requirements and that it is the purchaser’s responsibility to review the offer and check that it fully meets purchaser’s requirements.

5.5 The price of goods shown shall, unless otherwise specified, be inclusive of any VAT.

5.6 Opply will use its reasonable endeavours to make available to each purchaser a summary of the supplier’s terms and conditions of business.  

5.7 Any contract shall incorporate the commercial terms set out in the Opply Marketplace (such as description of the goods, price, payment and shipping terms) and the supplier’s terms and conditions of business, both of which it is the purchaser’s responsibility to review.

5.8 If an offer is approved by the purchaser, Opply will inform the supplier of the purchaser’s identity and conclude a contract for those goods on behalf of the purchaser as MOR and the purchaser shall purchase those goods from Opply, acting as MOR on those terms. Payment for the goods, together with any additional fees, commissions and taxes, shall be made through third party services embedded in or accessed through the Opply Marketplace and Opply shall require the purchaser to pay cleared funds into that account as a condition of it entering into a contract with the supplier to purchase the goods as MOR. 

5.9 Duties shall be payable separately to the applicable authorities by the buyer or supplier in accordance with their contract. 

5.10 Opply does not promise to proceed with any transaction and may withdraw or change any requirement before any contract is concluded.

5.11 The supplier may withdraw an offer by giving notice to Opply, provided notice is received by Opply before the contract is concluded. 

5.12 Suppliers are solely responsible for the accuracy and completeness of any information posted on the Opply Marketplace, including any offers prepared on supplier’s behalf by Opply, and supplier undertakes to check regularly that the information is current and to keep it up to date.

5.13 Suppliers are responsible for accurately describing products to be sold on the Opply Marketplace and ensuring that products described in their offer are available for sale at the time any contract with Opply as MOR is concluded.

5.14 Products supplied shall conform to their description and shall be fit for their intended purpose.

5.15 Opply shall have no liability to either the supplier or the purchaser for any breach of contract or negligence by either the supplier or purchaser, however arising or caused, arising out of or in connection with the sale of goods, nor have any interest in or responsibility for any dispute relating to that contract.

5.16 Opply will charge the purchaser a fee on each sale to the purchaser made through the Opply Marketplace or where the introduction was made through Opply. 

5.17 Opply will charge the supplier a fee for the use of the Opply Marketplace on each sale made through the Opply Marketplace or where the introduction was made through Opply. 

5.18 Supplier and purchaser hereby irrevocably authorise Opply to deduct their fee for using the Opply Marketplace at the time of payment for the goods, or in the case of subscription fees, at the point of subscription. 

5.19 VAT Collection and Remittance: As the MOR, Opply is responsible for collecting and remitting VAT applicable to transactions on the Opply Marketplace. This process is based on the tax information provided by suppliers and in accordance with the tax rates and laws applicable to the transaction. Opply will use its reasonable endeavours to ensure this tax information is applied correctly to each transaction.

5.20 Supplier Responsibility for Accurate Tax Information: Suppliers are required to provide Opply with accurate and current tax rates for their goods or services, as well as any changes in tax legislation that may affect their offerings on the marketplace. While Opply applies this tax information to transactions, suppliers hold the responsibility for the accuracy of the information they provide.

5.21 Duties and Import Taxes: For international transactions, Opply facilitates the provision of information regarding applicable duties and import taxes based on the information available. However, the responsibility for determining and paying any duties and import taxes rests with the purchaser or supplier, and in compliance with the relevant customs regulations and laws.

5.22 Compliance and Accuracy: Opply commits to compliance with tax laws and regulations in its role as MOR. However, the accuracy of VAT, duties, and import taxes ultimately depends on the correct information being provided by suppliers and purchasers. Both parties are encouraged to verify tax rates and customs obligations to ensure compliance with all applicable laws.

5.23 The purchaser acknowledges that:

1. The information that Opply receives concerning the rate and amount of VAT applicable to the transaction is provided to Opply by the supplier. 
2. Opply does not check the accuracy of the information provided and Opply does not warrant by relaying this information to the purchaser that the information is correct.
3. Opply does not obtain information from the supplier regarding applicable duties. 
4. Opply is not responsible for determining whether (and if so at what rate) VAT or duties apply to the sale and accounting for and paying VAT and duties is the responsibility of the purchaser and supplier (as the case may be) according to the contract between them and the relevant laws in force governing the sale.  

6. Indemnity

The purchaser and the supplier shall indemnify Opply against any liability incurred by Opply in properly discharging its obligations under these terms and conditions, except to the extent that the liability arises as a result of the negligence of or breach of these terms and conditions by Opply.

7. Survival

Any provision of these terms and conditions 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.

8. Compliance

Each party shall at its own expense comply with and assist the other party to comply with all laws and regulations relating to its activities in the Opply Marketplace, and with all and any conditions binding on it in any applicable licences, registrations, permits and approvals. Such laws shall include the Data Protection Legislation, the Bribery Act 2010, the Criminal Finances Act 2017 and the Modern Slavery Act 2015.

9. Limitation of liability

9.1 Unlimited Liability – Nothing in these terms and conditions shall limit or exclude the liability of any party for:

1. Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable).
2. Fraud or fraudulent misrepresentation.
3. Any matter in respect of which it would be unlawful to exclude or restrict liability.

9.2 Limitations of Liability – Subject to the provisions on unlimited liability:

1. Opply shall not under any circumstances whatever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
   1. any loss of profit, revenue, or anticipated savings; or
   2. any loss that is an indirect or secondary consequence of any act or omission of any other party.
2. Opply’s total liability in respect of all other loss or damage arising under or in connection with the performance of its obligations in respect of the operation of the Opply Marketplace, or as MOR, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of: (a) the total aggregate, fees paid to Opply by such purchaser or, fees paid to Opply by such supplier (as applicable) in respect of all transactions forming the subject of such claim, and (b) £100.
3. Opply will have no liability to any party in excess of the limitation of liability specified in clause 9.2.2. 
4. The seller and the purchasers shall be solely responsible for settling any disputes between themselves arising hereunder for any breaches of contract or tort arising from returns, refunds, failures of delivery, specification, condition, delays, quality, quantities or any other matters in respect of the supply of goods facilitated through the Opply Marketplace.
5. Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be lawfully excluded or restricted.
6. The Opply Marketplace is not intended to be used other than in the course of your business and is not available to personal consumers.
7. We exercise reasonable skill and care to ensure that the Opply Marketplace is secure and free from viruses and malware; however, We do not guarantee that this is the case.
8. You are responsible for protecting your hardware, software, data, and other material from viruses, malware, and other internet security risks. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Opply Marketplace. You must not attempt to gain unauthorised access to any part of the Opply Marketplace, the server on which it is stored, or any other server, computer, or database connected to it. You must not attack the Opply Marketplace by means of a denial of service attack, a distributed denial of service attack, or by any other means. By breaching these provisions, you may be committing a criminal offence under the Computer Misuse Act 1990.  Any and all such breaches will be reported to the relevant law enforcement authorities, and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use the Opply Marketplace will cease immediately in the event of such a breach.

10. Force majeure

No party shall be in breach of agreement nor liable for delay in performing, or failure to perform, any of its obligations hereunder affected by the event if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such an event the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 60 days, the party not affected by the event may terminate this agreement or any contract with Opply affected by the event by giving 14 days written notice to the affected party.

11. Intellectual property

11.1 All Content included on the Opply Marketplace and the copyright and other intellectual property rights in that Content belongs to or has been licensed by us, unless specifically labelled otherwise. 

11.2 You must not use such information, data, or copyright material unless you have Opply’s written permission to do so. 

11.3 You are granted a limited licence to access and use the Opply Marketplace solely and exclusively for the purposes of having authorised purchase and sale transaction facilitated and concluded in accordance with these Terms and Conditions.

11.4 All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.

11.5 You may access, view, and the Opply Marketplace in a web browser (including any web browsing capability built into other types of software or app) and you may the Opply Marketplace (or any part of it) for caching. 

11.6 You may print one copy and download extracts of any page(s) for personal use only. You may not modify the printed copies or downloaded extracts in any way. Images, video, audio, or any other Content downloaded from must not be used separately from accompanying text. 

11.7 Our status as the owner and author of the Content (or that of identified licensors, as applicable) must always be acknowledged. 

11.8 You may not use any Content saved or downloaded from for commercial purposes without first obtaining a licence from us (or our licensors, as applicable). This does not prevent the normal access, viewing, and use for general information purposes by business users or consumers. 

11.9 “Content” shall mean any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of the Opply Marketplace [or our website].

12. Confidentiality

12.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted below. 

12.2 Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives, subcontractors (including third party service providers) or advisers who need to know such information for the purposes of exercising the party’s right’s or carrying out its obligations under this agreement. Each party shall ensure that its employees, officers, representatives, subcontractors (including third party service providers) or advisers to whom it discloses the other party’s confidential information comply with this; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

13. Entire agreement

13.1 This agreement and any documents referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14. Variation

Opply may change these terms and conditions and the services in accordance with clause 3, but no variation of this agreement by any other party shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Severance

16.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

16.2 If any provision or part-provision of this agreement is deemed deleted under, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. Notices

17.1 All communications shall be by email or made through the Opply Marketplace.

17.2 This clause shall not apply to the service of any proceedings or other documents in any legal action, arbitration, or other method of dispute resolution.

18. No partnership, joint venture or agency

18.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party (except to the limited extent set out expressly in these terms and conditions), or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in these terms and conditions.

18.2 Each party confirms that, in entering into and discharging its obligations under this agreement, except to the extent required of Opply acting as MOR, it is acting on its own behalf and not for the benefit of any other person.

18.3 The provisions of the Contracts Rights of Third Parties) Act 1999 shall not apply to any third party other than to the supplier and the purchaser in any transaction facilitated by Opply hereunder.

19. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

20. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.