Supplier Terms and Conditions

Who we are and how to contact us

We are The G-Code Store Limited trading as The G-Code Store, a limited company (registration number 14843362). We are based at Bankside 300 Peachman Way, Broadland Business Park, Norwich, Norfolk, NR7 0LB. For information on the best way to contact us, see contact form

When these terms apply

These terms apply to sellers on The G-Code Store, our online marketplace. For previous versions of these terms (and the policies referred to in them) please contact us.

Becoming a seller on The G-Code Store

Our agreement with you

Following receipt of your application, we will undertake a review of the application to determine your suitability as a supplier to The G-Code Store and will endeavour to confirm our acceptance, or notify you of rejection, of your application within 24-hours of receipt. During the application process:

You and we agree to only use and disclose the other's confidential information as necessary for making and considering your application and to comply with the restrictions in How we and you must protect each other's confidential information.
Insofar as you have access to our systems you agree to comply with all relevant restrictions in Your use of our systems.
The provisions in 14 (Other important terms) shall apply to any disputes concerning your application.

An agreement between you and us governed by these terms will come into force when we accept your application.

The policies which form part of these terms

The policies set out below, which you and we must comply with, form part of these terms and our agreement with you. See 13 (Changes to our terms and policies) for how and when we tell you about changes and how you can end this agreement if you're not happy with a change. The policies are:

Acceptable use policy. This sets out what you can and can't do when creating your profile and listings and when responding to customer reviews.

Your warranties about the information you give

You represent and warrant that:

The information you provide to us in connection with your application to become a seller on The G-Code Store is complete and accurate and you'll promptly notify us of any changes to it and keep the supplier profile you create on our supplier interface up to date.
Any documents you submit to us to support your application or in response to any request from us at any time are either genuine documents or true copies of genuine documents.
The master copy of the digital product you provide to us to store on our server, from which copies will be created and delivered to customers, will be delivered free from viruses, bugs, known vulnerabilities and malicious code.

Our rights to verify the information you give us and your compliance with these terms

We may at our option at any time require you to promptly provide us with reasonable evidence that any information you've given us is true and up to date and that such information and your behaviour is in compliance with these terms. Such information includes (but is not limited to) information in connection with your application to become a seller on The G-Code Store, in your supplier profile and in the listings for your digital products. We can suspend or restrict individual listings until you've supplied this evidence and end this agreement if you don't comply with this requirement. See 7 (Suspension of listings, ending of this agreement and disputes).

You permit and instruct us to collect information about you and in connection with your performance of this agreement (including without limitation the digital products you list on The G-Code Store) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

Our communications with each other

When we accept your application to become a supplier we'll give you access to our supplier page. Through the supplier page you will be able to manage your account, sales and prices. We'll generally use our supplier page to tell you about customer orders, questions, cancellations and complaints and also other things about our service, such as changes to these terms and our policies. We may also contact you via telephone, email or other methods.

You should use our supplier page to get in touch with us wherever possible, but we may also give you other ways of contacting us.

Your communications with customers

You must always use the supplier page to communicate with customers who have ordered with you through The G-Code Store or enquired about your digital products through The G-Code Store. Where this is not possible (for example, where a customer, having ordered through The G-Code Store finds and calls you directly), you should enter accurate details of any communications with customers on the supplier interface. This helps us to keep a full record of all communications in relation to any transaction, in case there are any disputes.

If a customer contacts you about your digital products through The G-Code Store you mustn't in any way ask or encourage the customer to buy those digital products (or repeat orders for those or similar digital products) either directly from you or from another source.

Your use of our systems

You may only use our supplier page and the other computer systems that support, operate and comprise The G-Code Store (our systems) for listing and selling your digital products and communicating with us and your customers as envisaged in these terms.

You agree to use all reasonable security practices to prevent unauthorised access or damage to our systems. These practices include but are not limited to:

Making sure any devices you use to access our systems have up to date anti-virus protection and not introducing any viruses into our systems.
Ensuring that your log-in details and passwords for our systems are only used by those with a need to access our systems and comply with the rules set out in these terms and conditions, and that the details are changed regularly.
Telling us immediately if you think that log-in details or passwords are being or may be used in an unauthorised way or that the security of our systems has been compromised in any other way.

Except as permitted by any applicable law which you and we can't agree to exclude, you mustn't:

Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our systems in any form or media or by any means.
Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our systems.
Access all or any part of our systems to build a digital product or service which competes with them.
Use our systems to provide services to third parties or allow or assist third parties to access our systems.
Create multiple accounts to evade punishment or avoid restrictions.

Creating your supplier profile and listing digital products on The G-Code Store

You must create a supplier profile on The G-Code Store. Once you've done this and we have accepted your application, you can create listings to sell your digital products on The G-Code Store through our supplier page. Please note that we may undertake randomised testing and reviews of supplier profiles from time to time to ensure compliance with the terms of this agreement. You represent and warrant that you'll:

Only create listings for digital products which are not prohibited digital products (as set out below at Prohibited digital products. We may undertake randomised testing to ensure compliance with this obligation.
Only list digital products which comply with all applicable legislation and regulations affecting their onwards printing, manufacture, sale, packaging and labelling (where applicable) and don't infringe third party trade marks or other intellectual property rights.
Only list digital products which are safe. You cannot list digital products that are unsafe, that we reasonably believe to be unsafe or that have been or become the subject of a digital product safety alert or recall.
Include in your listings, or where appropriate your supplier profile, all the information about you and your digital products and how you'll fulfil orders that is needed to comply with consumer protection law, as well as any relevant safety information about your digital products.
Provide us with a master copy file of the digital product to store on our secure server pending customer orders, and such file shall be free from viruses, bugs, known vulnerabilities and malicious code.

See also Our rights to verify the information you give us and your compliance with these terms.

You must ensure that your supplier profile and the listings for your digital products:

Comply with our acceptable use policy, which bans things such as obscenity and defamation.
Only feature high quality images and descriptions, which you have all the necessary intellectual property and other rights to use in this way on The G-Code Store and to license to us as set out in Our use of your branding and other intellectual property rights.
Are in the English language and be clear and comprehensible.
Display your valid VAT registration number.
Don't include anything which would encourage or allow customers to contact you other than through the supplier page, such as email or social media contact details, website addresses or other links. We reserve the right to remove such information.
Don't use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing.

You can't list fake, stolen or unauthorised digital products

You may only list digital products that bear another company's authorised brand or logo on The G-Code Store with the consent of all relevant third party intellectual property rights-holders. You must maintain adequate processes and procedures to make sure that your digital products are authentic, authorised for sale, not infringing on any third party intellectual property rights, and not counterfeit or unauthorised copies. If we ask you to, you must promptly provide us with genuine and conclusive documentary evidence showing that you are authorised to sell specific brands, designs, codes or digital products on The G-Code Store. We can suspend a listing for a digital product or terminate this agreement under 7 (Suspension of listings, termination of this agreement and disputes) if you fail to comply with any requirement of this clause.

Prohibited digital products

You may not list for sale through The G-Code Store any digital products which:

Are stolen, replicas, counterfeits or unauthorised copies;
Violate the intellectual property, confidentiality or privacy rights of others;
Violate any laws, including those governing export control and consumer protection;
Contain any material that is obscene, indecent, offensive, abusive or pornographic or which imitate or result in a working firearm or offensive weapon;
You don’t have authority to sell.

This list is not exhaustive and we reserve the right to update, revise or amend this clause from time to time, and we reserve the right to suspend or remove a listing for a digital product or terminate this agreement under clause 7 as we deem appropriate or necessary.

Pricing your digital products (including VAT)

How you price your digital products is entirely up to you and you can change the price for your digital products at any time using the supplier page. Please allow a reasonable time for revised prices to be displayed on The G-Code Store. We'll charge customers the price shown on The G-Code Store at the time they submit their order.

Your prices must be inclusive of Supply VAT.

Platform availability

We do not guarantee that the supplier page to you, and The G-Code Store to customers, will be available at any particular time or location. We reserve the right to take some or all of our systems offline as reasonably required for routine and emergency maintenance or repairs. We'll give you as much notice of such downtime as is reasonably possible. All communications using the internet may be affected by events outside our reasonable control (see Impact of events beyond your or our reasonable control (force majeure)).

Dealing with customer orders, refunds and complaints

What we do when a customer orders

Customers ordering digital products from The G-Code Store must click to accept our standard customer terms which are linked to from the checkout page. If there is any inconsistency between any of the provisions of your customer terms and the provisions of our standard customer terms, the provisions of our standard customer terms shall prevail.

When a customer orders and pays for one of your digital products from The G-Code Store, we, acting as your intermediary, will:

Send the customer an order acknowledgement and order confirmation email in our standard format and so form a direct contract for you to supply your digital product to the customer on our standard terms, inclusive of a downloadable link to the digital product which we will hold on our server. The contract is between you and the customer and you must comply with the standard customer terms.
Promptly inform you of the customer order via the supplier page.
Take payment for customer orders for your digital products when we confirm acceptance of an order on your behalf and send the digital product to the email address provided by the customer on receipt of payment. The supplier interface will tell you whether or not payment has been received for any order.

You appoint us as your agent for the limited purpose of receiving, holding and settling payments to you. You agree that a customer’s payment received by us, on your behalf, satisfies the customer’s obligations to make payment to you, regardless of whether we actually settle such payment to you. If we do not settle any such payment as described in these terms, you will have recourse only against us and not the customer.

We are not responsible for interactions between you and a customer, with the exception of providing the technological means through which you may broadcast and otherwise make your digital products available and for processing payments through our payment gateway. We are not liable for any disputes, claims, losses, injuries or damage of any kind that may arise out of the digital product or supplier/consumer relationship, including but not limited to any consumer’s reliance upon any information provided by you through the platform. You will be solely responsible for handling any disputes with a customer relating to your digital products or content.

Our order confirmation email will serve as the customer's supply VAT receipt issued in your name and on your behalf. Our email will include all the information about the ordered digital product which you've included in your digital product listing as well as separately showing the UK supply VAT collected by you as part of the order. You're responsible for ensuring that this information meets legal information requirements and for compliance with all applicable legal, tax and regulatory requirements in connection with any customer VAT receipt issued in your name.

Where a customer is UK VAT registered, we will, where required by applicable law, provide you with the customer’s UK VAT registration number and details of the relevant supply.

Dealing with customer questions about orders

You must deal promptly and professionally with any customer questions about orders. You must liaise with us if the question relates to any part of the process we're involved in. You and we will co-operate with each other in trying to resolve any such questions.

Dealing with customer cancellations

We'll tell you if a consumer contacts us to cancel an order, including during their 14-day statutory cooling-off period. You must promptly tell us of any refunds due to customers who have cancelled and these will be dealt with as described in How customers are refunded.

How you must handle customer complaints

We'll tell you if a customer complains to us about you or one of your digital products, and provide you with all relevant details about the complaint.

You must deal with complaints we tell you about, and any complaints you receive directly from customers, in a way that complies with consumer law and honour any additional commitments or guarantees you've made in your digital product listing or other marketing or advertising.

You must keep detailed records of how you've dealt with customer complaints and share them with us if requested.

See also 9 (Claims and actions against us in connection with you or your digital products).

Fees and commission on your digital product sales

What we pay you for digital products sold on The G-Code Store

Within 48-hours of receipt of the relevant payment from the customer, you will be able to access the payments owed to you via your supplier page and withdraw such balance to your bank account. We'll pay you the sums received by us from customers for your digital products into your supplier escrow account available through your supplier profile within 48-hours of receipt, less:

Our payment supplier’s fees.
Our commission and any VAT applicable to it.
Any fees (and any VAT applicable to them) or other sums we've invoiced you for and which are unpaid at the time we pay you, whether or not the due date for payment has arrived (see When you must pay our invoices).
Any sums owed to us in connection with any third party claim under Compensation for claims against us which are unpaid at the time we pay you.

We charge customers in the local currency they choose to make the purchase in and account to you in the local currency that you have chosen to receive payment in As a result, the sums you receive will be subject to any variation as a result of the currency exchange rates in place from time to time, and any costs incurred in the exchanging of such currency. We therefore cannot guarantee that the sums you receive following exchange and the deduction of the above fees, will not be less than anticipated.

Our commission is calculated as a percentage of the total price paid by the customer for the digital product at the rate agreed with you in writing and recorded on your supplier page.

You must account to HMRC for any VAT due on UK sales of your digital products on The G-Code Store and fully comply with your tax obligations in connection with the use of our services and the offer and sale of your digital products on The G-Code Store including the collection, reporting, filing and payment of any and all applicable taxes (such as VAT) and other governmental assessments.

When you must pay our invoices

You must pay any invoices we submit to you within 14 days of receipt unless stated otherwise.

Interest on late payments

If either of us fails to make a payment due to the other under these terms by the due date, then, without limiting the other party's remedies, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

How customers are refunded

A customer may be entitled to a refund on the sums paid in the event that:

their order is rejected by us or you for whatever reason after payment has been made but before the digital product is sent to the customer;
they cancel their order during the statutory 14-day cooling-off period and have not accessed or downloaded the digital product prior to their cancellation; or
the digital product is found to be faulty and the customer is entitled to a refund.

In respect of point (c) above, the responsibility of such refund where the digital product is found to be faulty shall be determined as follows:

where the digital product is faulty as a result of the customer having received a corrupted file from us as a result of our error or an error with our server, we will endeavour to provide a further copy of the digital product to the customer. Failing which and if we are unable to resolve the issue with the customer, we will refund the customer; or
where the digital product, its content and/or any instructions therein, are deemed to be faulty and the customer is entitled to a refund, you shall be responsible for refunding the customer, subject to our right to retain any commission received in respect of such purchase. You shall agree with the customer whether such refund will be made directly by you or shall be sent to us in the first instance to pay on to the customer. We reserve the right to charge operating costs as a result.

If you instruct us to refund a customer on your behalf, we'll do so provided we can deduct such sums from money due from us to you. We are not obliged to refund more than the sums collected from the customer at checkout. If we can't deduct such sums from money due from us to you, we may either require you to refund customers directly or choose to refund customers ourselves and you must pay us the sums we refund in this way. See When you must pay our invoices.

Our and your rights of set-off

Save as expressly provided in these terms, you and we shall each pay all amounts due under this agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Orders from outside Great Britain

The G-Code Store only displays information to customers in the English language and only accepts payment in pounds sterling and we make this clear to customers. The G-Code Store also has a co.uk web address. Despite our taking these steps, customers from outside Great Britain may succeed in ordering your digital products from The G-Code Store. Customers from outside Great Britain may have rights under their local laws which apply as well as or instead of their rights under English law and our standard terms for consumers. If you don't wish to accept such orders, it is your responsibility to reject them.

Using each other's branding and other intellectual property rights

Your use of our branding

You may publicise your listings on The G-Code Store outside The G-Code Store, for example, on social media. In doing so you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by The G-Code Store. You can share the urls for your listings and supplier pages and state that your digital products can be bought on The G-Code Store. However, you can't use the The G-Code Store stylised name or logos either on their own or in combination with another word or use the The G-Code Store name in your social media profile name or photo. You also can't create content with the same look or feel as that of The G-Code Store.

As soon as reasonably possible after this agreement ends, you must remove any content that suggests you sell on The G-Code Store from any places you control and use your best efforts to remove such content from any places owned by any third parties.

Our use of your branding and other intellectual property rights

You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish any content, data or information (including trade marks and branding) you provide to us in connection with you and your digital products (your materials) for the purposes of listing and selling your digital products on The G-Code Store and operating, improving and marketing The G-Code Store in any media.

As soon as reasonably possible after this agreement ends, we'll stop all use of your materials on The G-Code Store. However, we reserve the right to continue using your materials for the purposes and period set out in Your obligations after this agreement ends and Our obligations after this agreement ends.

Except as stated above, we won't acquire any rights to your materials and any goodwill generated by our use of your materials on The G-Code Store or through our marketing activities will accrue to you.

Suspension of listings, ending this agreement and disputes

When we'll suspend your listings or end this agreement

We can suspend or restrict any individual listing you make on The G-Code Store if we become aware, or have reason to believe, that what you've told us about your digital product(s) or said about your digital product in the listing for it is not true or up to date or that the digital product or the listing doesn't comply with these terms, including our policies.

We can end this agreement and your rights to use The G-Code Store for any of the following reasons:

You've not complied with these terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated.
It transpires that the information you provided to us as the point of application and at anytime thereafter, is false, misleading, incomplete or inaccurate.
You've not paid one of our invoices by the due date (see When you must pay our invoices).
You've become insolvent or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business or your financial position deteriorates to such an extent that we think your ability to fulfil your obligations under this agreement is at risk.
We reasonably consider that our continuing to provide services to you could expose The G-Code Store to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on The G-Code Store's reputation or the other suppliers selling on The G-Code Store.
We decide to stop providing The G-Code Store or to stop selling your type of digital products on The G-Code Store.
We reasonably determine, or receive information or notice from HMRC, that you are not meeting your tax obligations.

We'll give you at least 30 days' notice that we are ending this agreement unless:

Our legal, tax or regulatory obligations require us to end this agreement without such notice.
It's imperative for us to end this agreement either immediately or on shorter notice. For example, we may end this agreement with immediate effect if you become insolvent or we discover that your digital products are unsafe or counterfeit or present a danger to minors or if we reasonably suspect you of fraud or of using The G-Code Store to spam others.
You've repeatedly broken this agreement.

If we're suspending or restricting an individual listing or ending this agreement, we'll normally give you a written statement of the specific facts or circumstances which led to our decision and which of these terms we consider you've broken. If we're acting in response to a notification from someone else, we'll also share the contents of that notification with you. However, we won't give you such a statement if:

We're subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons.
We're ending this agreement because you've repeatedly broken it.

How you can end this agreement

You may stop using The G-Code Store at any time. This agreement will end when you've informed us, using the supplier page, that you no longer wish to use The G-Code Store and you've removed your digital product listings.

Your obligations after this agreement ends

After this agreement ends (for whatever reason) you must (unless we tell you otherwise):

Immediately remove any listings for your digital products from The G-Code Store.
Leave your customer facing supplier profile (excluding listings for your digital products) live until 14 days after your fulfilment of the last order you received through The G-Code Store, to allow customers to contact you about orders previously submitted. Once this period has expired you must remove your customer facing supplier profile.
Continue to comply with these terms insofar as they relate to customer orders received through The G-Code Store before removal of your digital product listings. You need only comply with the version of these terms which applied when this agreement ended.

Our obligations after this agreement ends

After this agreement ends (for whatever reason) we:

May remove all listings for your digital products from The G-Code Store, if you've not already done so, and reject any order received after this agreement ends.
May remove your customer facing supplier profile from The G-Code Store, if you've not already done so, except that we can keep it live until 14 days after your fulfilment of the last order you received through The G-Code Store, to allow customers to contact you about orders previously submitted.
Remove the master copy of your digital product(s) file(s) insofar as they remain on our server and, where reasonably practicable, return this to you.
Will continue to comply with these terms insofar as they relate to customer orders received through The G-Code Store before removal of your digital product listings, including by paying sums due to you for such orders. We'll comply with the version of these terms which applied when this agreement ended.

Limitations on liability and platform availability

Meaning of liability in these terms

When we talk about liability in these terms we mean every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Liabilities neither you nor we limit or exclude

Nothing in these terms limits any liability (whether yours or ours) which can't legally be limited, including but not limited to liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

The limitations and exclusions set out in this agreement don't apply in respect of any liability arising from your deliberate default, your liabilities to us under 9 (Claims and actions against us in connection with you or your digital products) or your liabilities to us under clause 11 (Data protection obligations).

Types of loss you and we exclude liability for

Except in respect of Liabilities neither you nor we limit or exclude, we won't be liable to you and you'll not be liable to us for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, or any indirect or consequential loss.

We will not be liable to you in respect of any losses you incur as a result of your use of, or trading of your digital content digital products through, The G-Code Store platform.

Caps on your and our liability to each other

Except in respect of Liabilities neither you nor we limit or exclude (which are uncapped), our total liability to you shall be capped to an amount equal to the total commission we receive from the sale of your digital products through The G-Code Store platform during the twelve-month period immediately preceding the event giving rise to such liability.

Payment of uncapped liabilities shall not reduce these caps.

Claims and actions against us in connection with you or your digital products

Dealing with claims against us

We'll pass on to you any complaints we receive, or become aware of, about you or one of your digital products as described in How you must handle customer complaints. However, if anyone, including (but not limited to) a customer, any regulator, HMRC, or any third party rights holder, makes a claim or takes any kind of action against us in connection with:

Your digital products and their supply through The G-Code Store.
Content you've uploaded to or otherwise distributed through our systems irrespective of any checks or approvals we may, or may not, have given, including but not limited to your supplier profile, your digital product listings, your communications with customers, advertising, and any omissions or inaccuracies in such content.
Things we have or haven't done in reliance on information you've provided (or omitted to provide) to us, including our exercise of rights you've granted to us.
Things you have or haven't done including but not limited to any breach of these terms and/or our policies,

(a third party claim), then you must, at our option and as we request, either help us defend or deal with the third party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.

You release The G-Code Store from any claims, demands and damages arising out of disputes with other users or third parties.

Compensation for claims against us

You must indemnify us against, reimburse and compensate us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses (liabilities) we incur arising out of or in connection with any third party claim. See When you must pay our invoices.

Digital product recall and professional liability insurance

Your and our record-keeping obligations

You and we agree to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any of any of your digital products from the market where possible. These records shall include details of customer downloads of the digital product.

Responsibility for digital product recall

You are liable to customers for the recall of any of your digital products. We will provide you with information we hold about customers and your digital products sold to them as reasonably necessary to assist you with your digital product recall obligations.

If we ask you to, you must give us evidence that you have promptly complied with your digital product recall obligations. If you don't do this within a reasonable time, we can do what we think appropriate to protect customers, including contacting customers to alert them to safety issues or recalling the digital product and refunding customers what they paid for it. You must cooperate with us in doing this and reimburse us all liabilities we incur in connection with any recall of your digital products. 9 (Claims and actions against us in connection with you or your digital products) applies in relation to any third party claim that your digital products, or the physical products they help manufacture, are unsafe.

We can notify customers and others about unsafe digital products

We may suspend or restrict listings for unsafe digital products as set out in When we'll suspend your listings or end this agreement and notify the customers and the public of what we have done and why, by whatever means we consider appropriate. We may also include safety warnings about digital products as part of your digital product listings. Should we become aware of such information, we may use information from customer complaints about your digital products and customer reviews when assessing the safety of your digital products, require further information from you about the issues reported and share such information with regulatory and other governmental authorities.

Product and cyber liability insurance

We recommend you maintain product and cyber liability insurance covering your digital products for as long as they are listed on The G-Code Store and for two years after they stop being listed. Such insurance should provide cover appropriate for the nature of the digital products and your liability thereunder and be with a reputable insurer. You must provide a copy of the insurance policy and proof of payment of the current premium to us when we ask for it.

Compliance with the law and our mandatory policies

You must comply with the law and our mandatory policies

You must at all times when doing anything in connection with this agreement comply with:

All applicable laws, statutes, regulations and codes from time to time in force including without limitation the CAP Code.
Our mandatory policies on:

Anti-Money Laundering;
Modern Slavery;
Anti-Bribery;
Data Protection.

Data protection obligations

For the purposes of this clause 12, the following terms shall have the following meanings:

appropriate technical and organisational measures, controller, data subject, personal data, personal data breach, process, processing and processed shall each have the meaning set out in UK data protection law.

UK data protection law means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to either you or us relating to the use of Personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to either you or us.

How we and you treat personal data we share with each other

We'll process your personal data in accordance with our privacy policy.

We and you may share with each other the following types of personal data we've collected in connection with this agreement (shared personal data):

Names, addresses, email addresses and contact details of customers for your digital products.
Information about customer orders for your digital products, including any personalisation requests.
Information about customer queries and complaints in relation to orders.
Information about our respective employees.
Information about individuals working with other organisations that we or you work with.

We and you agree that we shall only process shared personal data which we receive from the other for the following purposes:

Fulfilling orders for your digital products.
Dealing with queries and complaints from customers about your digital products.
Marketing our digital products and services to customers, subject to appropriate consents to marketing being in place and in your case subject to the constraints set out in Your communications with customers.
Dealing with each other's employees and individuals working with other organisations for the purposes of operating this agreement.

Both we and you shall comply with all the obligations imposed on a controller under UK data protection law. If either we or you fail to do so, the other can end this agreement, as set out in When we'll suspend your listings or end this agreement and How you can end this agreement.

Both we and you will:

Ensure that all necessary notices, consents and lawful bases are in place to enable lawful transfer of the shared personal data to the other as well as to their employees and the entities they use in connection with this agreement (permitted recipients).
Give full information to any data subject whose personal data may be processed under this agreement about the nature of such processing. This includes giving notice that, when this agreement ends, personal data relating to them may be retained by or transferred to one or more of the permitted recipients, their successors and assignees.
Not disclose or allow access to the shared personal data to anyone other than the permitted recipients.
Ensure that all permitted recipients are subject to written contractual obligations concerning the shared personal data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement.
Ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
Not transfer any shared personal data received outside the UK without ensuring that

the transfer is to a country approved under UK data protection law as providing adequate protection;
there are appropriate safeguards or binding corporate rules in place, pursuant to UK data protection law;
we or you (as appropriate) otherwise comply with all the obligations imposed under UK data protection law by providing an adequate level of protection to any personal data that is transferred; and
one of the derogations for specific situations in UK data protection law applies to the transfer.

Both we and you shall assist the other in complying with UK data protection law. The things we and you will do include but are not limited to:

Consulting the other about any notices given to a data subject in relation to the shared personal data.
Promptly telling the other about receipt of a data subject rights request in relation to the shared personal data.
Providing the other with reasonable help in complying with any data subject rights request in relation to the shared personal data.
Not disclosing, releasing, amending, deleting or blocking any shared personal data in response to a data subject rights request without first consulting the other, wherever possible.
Helping the other (at the other's cost) to respond to any data subject rights request and to comply with UK data protection law with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators.
On becoming aware of a breach of UK data protection law (by themselves or the other), notifying the other of it as soon as reasonably possible.
When this agreement ends, either deleting or returning shared personal data (and any copies of it) received from the other, unless required by law to store it.
Using technology compatible with the other's technology to process shared personal data, to ensure that transfers to or from the other don't result in inaccuracies.
Maintaining complete and accurate records and information to demonstrate that it has complied with these provisions.
Providing the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of UK data protection law, including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with UK data protection law.

Changes to these terms

How we make changes to these terms

We'll let you know via email or another durable medium about any changes we're making to these terms (including the policies referred to in them), unless they're just editorial changes which don't alter the terms' content or meaning and we will give you as much notice as is reasonable possible before such changes take effect.

We'll give you more notice if a change we're making impacts on the way you do things, either technically or commercially (a significant change). For example, you might need more notice if we entirely remove a feature from The G-Code Store, add a new feature or if you need to adapt your goods or reprogramme your services to continue using The G-Code Store.

We won't give you advance notice if we have to make a change with immediate effect, whether for legal or regulatory reasons or to protect The G-Code Store, our suppliers or our customers from fraud, malware, spam, data breaches or other cybersecurity risks.

If you list new digital products on The G-Code Store after we've told you about any changes (other than a significant change), you will be deemed to have agreed to those changes and they will take effect immediately. It is your responsibility to regularly check this page for the most up to date terms.

Other important terms

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.
Each of us 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, its subject matter or formation.
Neither you nor we (the affected party) shall be in breach of this agreement or otherwise liable for any failure or delay in performing their obligations if such delay or failure results from events, circumstances or causes beyond the affected party's reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for eight weeks, the party not affected may end this agreement by giving 7 days’ written notice to the affected party.
We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with (transfer) any or all of our rights and obligations under this agreement.
You need to get our consent before you can transfer any of your rights and obligations under this agreement, including by using subcontractors.
Neither you nor we (the recipient) shall at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other (the discloser), except:

To the recipient's employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient's rights or carrying out its obligations under or in connection with this agreement. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the discloser's confidential information comply with this clause (How we and you must protect each other's confidential information).
As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

The recipient shall not use the discloser's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

This agreement (comprising these terms and the policies referred to in them) constitutes the entire agreement between you and us in relation to our services. Both you and we acknowledge that in entering into this agreement neither of us relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Both you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in this agreement.
Except for changes made as described in How we make changes to these terms, no variation of this agreement shall be effective unless it is in writing and signed by you and us.
A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
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.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. Neither you nor we require the consent of any other person to rescind or vary this agreement.

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