SELLER TERMS AND CONDITIONS OF USE
Section 1 - General
1.1. These Terms and Conditions of Use (“Terms”) contain the terms and conditions that govern use of Telecommunication Services of Trinidad and Tobago Limited’s (hereinafter referred to as “TSTT” or “the Company”) e-commerce services (“Services”) for the sale and purchase of consumer and merchandise products.
1.2. The Services include access to the Company’s e-commerce marketplace known as Parlour which consists of the website (parlourcaribbean.com) (“the Site”) together with supporting IT, logistics, and payment infrastructure (“the Platform”).
1.3. The Terms apply to vendors (“Sellers”) seeking access to and use of the Platform in order to operate an online store for the sale of products.
1.4. By registering for or using the Platform, the Seller (on behalf of yourself or the business you represent) agrees to be bound by these Terms, including any guidelines which are applicable to use of the Platform (“Guidelines”). The Terms take effect when the Seller clicks on the “I Accept” button or checks the box presented with these Terms.
1.5. If there is any conflict between these Terms and the Policies, then these Terms will prevail over the Guidelines.
1.6. Please read these Terms carefully before accessing or using the Site to sell products. If you do not agree to all the Terms, then you should not accept the Terms.
1.7. The Company reserves the right to update and change these Terms from time to time by posting such updates and changes to the Site. Any updates or changes will be effective as of the date of posting on the Site. Sellers are advised to check the Site, the Terms, and any additional posted service terms from time to time for any updates or changes. The continued use of the Site after any amendment to the Terms published constitutes Seller’s agreement to, and acceptance of, the amended Terms.
Section 2 - Seller Account
2.1 To access and use the Platform and operate an online store, the Seller must register for an account (“Seller Account”) by completing an application form (“Seller Application Form”). The Company may reject the Seller’s application for a Seller Account, or cancel an existing Seller Account, for any reason, in the Company’s sole discretion.
2.2 The Seller must be 18 years or older.
2.3 Upon approval of the Seller Application Form, the successful Seller will receive account credentials – i.e. a username and password. This is an initial one-time password, which must be changed by the Seller.
2.4 To access the Seller account, the Seller must log into the Parlour Seller Page URL https://parlourcaribbean.com/csmarketplace/account/login/ and input the username and password.
Section 3 – Services
3.1 The Services being provided to the Seller by the Company are intended to facilitate the online sales of the Seller’s consumer and merchandise products via the online store (“Products”) to customers interested in purchasing the Products (“Shoppers”). Shoppers place orders of the Seller’s products through the Platform.
The Services include the hosting of an e-commerce platform and associated reporting, training support, customer support, technical support, payment services and delivery services. In consideration of the provision of these Services, the Seller shall pay the fees as specified at Clause 6.3 herein to the Company.
3.2. Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. The Company reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on the Platform or on any related website is inaccurate at any time without prior notice (including after a shopper submits an order).
Section 4 - Obligations of Seller
4.1. The Seller acknowledges and agrees that:
4.1.1. The Seller shall be solely responsible for all activity and content uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on the online store inclusive of product description, photos, images, videos, graphics, written content, audio files, codes, disclaimers, and prices.
4.1.2. The Seller will provide public-facing contact information, a refund policy and order fulfilment timelines on their online store.
4.1.3. Any contract of sale through the online store is solely and directly between Seller and the Shopper.
4.1.4. The Seller shall be solely responsible for all applicable taxes, duties, or other similar payments arising out of the sales of its products and the Company shall not be responsible for collecting, reporting, or remitting any taxes arising from any transaction.
4.1.5. Accurate pricing information for Products is provided on the online store.
4.1.6. The Seller shall not upload any description, image, text, or graphic which is unlawful, illegal, objectionable, obscene, vulgar, contrary to public policy, prohibited or is in violation of intellectual property rights including but not limited to trademark and copyright of any third party.
4.1.7. The Seller shall provide a full, correct, accurate and true description and image(s) only for the Products.
4.1.8. The Seller shall be solely responsible for the quality, authenticity, merchantability, guarantees, and warranties for the Products.
4.1.9. The Seller shall ensure that Products dispatched to the Shopper are of the same description, quality, quantity, and price as are described and displayed on the online store and for which the Shopper has placed an order.
4.1.10. The Seller shall not offer any products for sale on the online store, which are prohibited for sale, dangerous, against public policy, banned, unlawful, illegal, or prohibited under the laws of Trinidad and Tobago.
4.1.11. The Seller shall be solely responsible for any dispute which may be raised by the Shopper relating to the Products.
4.1.12. The Seller shall always endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
4.1.13. The Seller shall always be responsible for compliance with all applicable laws and regulations, inclusive but not limited to Consumer Protection and Safety Act, Sales of Good Act and Unfair Contract Terms Act.
4.1.14. The Seller shall always act fairly and not misuse the Platform or the Services.
4.1.15. The Seller shall not do anything to damage or abuse other sellers’ listings or ratings.
4.1.16. The Seller shall not do anything to influence Shoppers’ ratings, feedback, and reviews.
4.1.17. The Seller shall not use the Platform to send unsolicited or inappropriate communications.
4.1.18. The Seller shall not attempt to circumvent the Platform’s sales process by conducting sales transactions off platform (e.g. direct cash transaction or direct WhatsApp transaction).
4.1.19 The Seller shall maintain a good Seller Account Health rating (AHR) to aid in identifying problem areas that can be compromising to the business and action the changes to improve or reverse negative patterns. The Seller shall also maintain specific performance metrics (as outlined below):
|Order Return Rate||ORR||
The Order Return Rate (ORR) is a key measure of a Seller’s ability to provide a good Shopper experience. It includes all orders with one or more defects represented as a percentage of total orders during a given 60-day time.
Sellers are expected to maintain an ORR under 5% to sell on the Platform.
An ORR above 5% may result in account deactivation.
|Order Refund Rate||ORER||
The Order Refund Rate (ORER) is a key measure of a Seller’s ability to resolve Shopper return requests without it escalating to a refund request. ORER is calculated as the percentage of all order refunds requested over total orders, during a 60-day period.
Sellers are expected to maintain an ORER under 3% to sell on the Platform. An ORER above 3% may result in account deactivation.
|Order Cancellation Rate||OCR||
The Order Cancelation Rate (OCR) includes all Seller-cancelled orders represented as a percentage of total orders during a given 7-day time. OCR only applies to Seller-fulfilled orders.
Sellers are expected to maintain an OCR under 3% to sell on the Platform. An OCR above 3% may result in account deactivation.
|Order Process Rate||OPR||
The Order Process Rate (OPR) includes all orders with shipment confirmations completed after the expected 48-72 hour processing time. OPR is represented as a percentage of total orders over both, a 30-day period. OPR only applies to Seller-fulfilled orders.
Sellers are expected to maintain an OPR under 3% to sell on the Platform. An OPR above 3% can result in account deactivation.
|Valid Tracking Rate||VTR||
The Valid Tracking Rate (VTR) includes all shipments with a valid tracking number represented as a percentage of total shipments during a given 30-day time period. VTR only applies to Seller-fulfilled orders.
Sellers are expected to maintain a VTR greater than 95% for their shipments. A VTR below 95% in a product category may result in restrictions on your eligibility to participate in Premium Shipping and guaranteed delivery.
|Shopper Feedback Rate||SFR||
The Shopper Feedback Rate (SFR) measures your response rate to Shopper queries and complaints via the Parlour messaging tools. It is calculated as a percentage of the total number of responses over the total number of messages submitted by Shoppers, over a 60-day period.
Sellers are expected to maintain a an SFR of over 98%, effectively responding to all messages submitted by Shoppers.
Reference should be made to the Parlour Quality Assurance Guidelines.
4.1.19. The Seller shall comply with the following Guidelines:
- Parlour Code of Conduct
- Parlour Privacy Notice
- Parlour Security Guidelines for Sellers
- Parlour Order and Customer Care Guidelines
- Parlour Quality Assurance Guidelines
Section 5 - Obligations of the Company
5.1. The Company shall provide access to the Parlour University URL (https://welcometoparlour.thinkific.com/bundles/parlour-u) which provides information to Sellers on e-commerce, pricing, presenting products, and acquisition of shoppers.
5.2. The Company shall, at all times, have the right to remove, block or, delete any text, graphic or image(s) uploaded on the online store in the event the said text, image, graphic is found to be in violation of any law or in breach of these Terms. In such an event, the Company also reserves the right to forthwith close the online store and terminate the Services without notice.
Section 6 - Seller Fees
6.1. The Company shall collect payments on behalf of the Seller in respect of orders received via the online store. The Seller will not invoice the Company.
6.2. All sums received for sales of Products will be collected by the Company and the Company will remit the appropriate sums to the Seller after deducting all applicable service fees and accounting for returns.
6.3. The service fees payable by the Seller shall vary according to the agreed package (“Seller Package”). There are four tiers available for Seller Packages: Starter, Growth 1, Growth 2, and Enterprise. Each Seller selects the package they wish to be assigned to during the account registration phase.
The service fees are as follows:
6.3.1. Subscription Fee: A fixed monthly rate payable by the Seller to be listed on the Parlour platform. The Subscription Fee may vary according to the agreed Seller Package. The Subscription Fees are subject to change based on market conditions.
6.3.2. Commission Fee: A fixed percentage of the price of each product sold. The Commission Fee may vary according to the agreed Seller Package. The Commission Fees are also subject to change based on market conditions.
6.3.3. Transaction Fee: A fixed fee to cover the processing of payments for Products purchased. In the event that the Seller cancels an order, the Seller is still liable to pay the Transaction Fee to the Company.
6.3.4. Delivery Fee: A fixed fee to cover the cost of delivery of the Product to the Shopper. The Delivery Fee is payable by the Seller if delivered product is damaged or has a defect or other quality issue and shopper opts to receive a replacement.
Section 7 - Representations and Warranties
7.1. The Seller understands and agrees that the use of the Services is at the Seller’s own risk.
7.2. The Services are provided on an “as is” and “as available” basis without any warranty or condition and the Company expressly disclaims all warranties, express and implied, including, but not limited to, implied warranties of merchantability, quiet enjoyment, quality of information, title/non-infringement, and fitness for a particular purpose.
7.3. The Seller understands and agrees that the operation of the Service may not be uninterrupted or error- free and the entire risk arising out of the use of the Service remains with seller.
7.4. The Seller agrees that the Parlour platform only facilitates the sale of products, and that the Seller is solely responsible and liable for the Product and its design, function, condition, manufacturing, warranties and guarantees.
Section 8 - Indemnity and Limitation of Liability
8.1. The Seller shall be solely liable for any claims, damages, or allegations with respect to the Products and shall hold the Company harmless and indemnified against all such claims and damages.
8.2. To the extent permitted by applicable law, in no event shall the Company be liable for lost profits or any special, incidental, direct, indirect, or consequential damages arising out of or in connection with the Platform, Services or these Terms.
8.3. The Company shall not be liable for any claims arising out of any negligence, misconduct, or misrepresentation by the Seller or any of its representatives.
8.4. The Seller agrees to indemnify and hold the Company harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Seller’s breach of these Terms, or violation of any law or the rights of a third party or arising out of the use of the Services.
8.5. In no event will the Company or any of its employees, agents, officers, or directors be liable for any damages arising out of or in connection with the Terms, or Seller’s use of the Services in particular, but not limited to, the use or impossibility of use of the Service or any errors, omissions, defects, viruses, delay in transmission, interruption of service or loss of data, except where such damage is due to the Company’s negligence or willful misconduct.
8.6. The extent of the Company’s liability in contract, tort (including negligence) or for the breach of any statutory duty or otherwise arising by reason of or in connection with the Seller Terms or howsoever otherwise shall not exceed the aggregate amounts payable by the Seller to the Company related to the Services giving rise to the claim.
Section 9 - Electronic Communications
9.1. When you use the Services or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically.
9.2. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfies any legal requirement that such communications be in writing.
Section 10 - Copyright
10.1. The compilation of all content included in or made available through the Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the exclusive property of the Company or its licensors.
Section 11 - Trademark
11.1. The Parlour trademark may not be used in connection with any product or service, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Parlour brand.
11.2. All other trademarks not owned by the Company or its licensors, which appear on the Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Parlour.
Section 10 - Intellectual Property Rights
10.1 All intellectual property rights owned by one Party shall remain vested in such Party. For the avoidance of doubt, the intellectual property rights in the Platform and Services shall be vested in the Company.
10.2 Subject to Clause 10.3.2 below, the Company and Seller hereby mutually agree to indemnify each other and hold each other harmless against any liability, costs, claims and expenses which may be incurred by the other arising out of a claim by a third party relating to the infringement of intellectual property rights in the Services, Platform, data, specifications, or documentation supplied by one party to the other hereunder.
10.3 A party shall not be obliged to indemnify the other under Clause 10.2 where:
10.3.1. Such infringement is caused by an act of the party seeking indemnity.
10.3.2. The party seeking indemnity does not promptly notify the other in writing of the details of any claim or does not give sole conduct and control of all negotiations and litigation to the other party; or
10.3.3. The party seeking indemnity at any time admits liability or otherwise attempts to settle or compromises a defense to any claim or does not give to the indemnifying party such advice and assistance as it shall reasonably require.
10.4. The Seller retains ownership over all materials uploaded to the online store.
10.5. The Company shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with Seller’s Parlour Store to promote the Services.
Section 11 - Confidentiality
11.1. “Confidential Information” means all business or technical information of either Party (including but not limited to information relating to either Party’s products, services, technology designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development, or know-how) whether such information is designated by either Party as “confidential” or “proprietary”.
11.2. Each Party agrees that it will: (a) not disclose Confidential Information to any third party, or use the Confidential Information disclosed to it by the other Party except as contemplated by this Agreement; and (b) take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, each Party may disclose Confidential Information to its employees, affiliates and/or contractors who have entered into a nondisclosure agreement, the terms of which are at least as restrictive as those contained herein.
11.3. Confidential Information does not include information that:
11.3.1. Is in or enters the public domain without breach of this Agreement.
11.3.2. The receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
11.3.3. The receiving Party knew prior to receiving such information from the disclosing Party.
11.3.4. The receiving Party develops independently without use of the disclosing Party’s Confidential Information.
11.3.5. Is disclosed pursuant to any judicial or governmental order or request, but only to the extent so ordered, provided the recipient takes reasonable steps to give the disclosing Party sufficient notice to contest such order or request.
Section 12 - Privacy
12.1. You acknowledge and agree that your use of the Services, including information transmitted to or stored by the Company, is governed by the Privacy Notice.
Section 13 - Term and Termination
13.1. The Services shall commence from the date of acceptance of these Terms and shall continue for a period of one (1) year unless terminated by either party (“Initial Term”).
13.2. Upon expiration of the Initial Term, the Services shall be renewed automatically for further one (1) year periods unless either party gives the other written notice of its intent not to continue with the Services at least thirty (30) days prior to the then current term.
13.3 Either party may terminate the Services without cause by giving the other at least thirty (30) days prior written notice. Sellers shall be liable for the applicable Subscription Fees due for the remainder of the Term, where the Services are terminated without cause.
13.4. If the Company breaches these Terms, the Seller may terminate the Services without penalty.
13.5 The Company may suspend the Seller’s Account or terminate the Services within 30 days’ advance notice.
13.6 The Company may suspend the Seller’s Account or terminate the Services with immediate effect:
13.6.1. The Seller has materially breached the Terms and failed to remedy raised issues within seven (7) days of notice. If the breach exposes the Company to liability toward a third party, the Company is entitled to reduce, or waive, the aforementioned remedy period at its discretion.
13.6.2 The Seller has consistently compromised the Shopper’s experience on the Platform, maintained a negative Seller Account Health trend, and held a negative Seller Rating. Refer to the below indicators as outlined in the Parlour Quality Assurance Guidelines.
• Sellers are expected to maintain an Order Return Rate (ORR) under 5% to sell on the Platform. An ORR above 5% may result in account deactivation.
• Sellers are expected to maintain an Order Refund Rate (ORER) under 3% to sell on the Platform. An ORER above 3% may result in account deactivation.
• Sellers are expected to maintain an Order Cancellation Rate (OCR) under 3% to sell on the Platform. An OCR above 3% may result in account deactivation.
• Sellers are expected to maintain an Order Process Rate (OPR) under 3% to sell on the Platform. An OPR above 3% can result in account deactivation.
13.6.3. The Seller Account has been, or the Platform’s controls identify that it may be used for deceptive or fraudulent, or illegal activity.
13.6.4. The Seller’s use of the Platform has harmed, or the Platform’s controls identify that it might harm, other Sellers, Shoppers, Stakeholders, or the Company’s legitimate interests. The Company will promptly notify the Seller of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where the Company has reason to believe that providing this information will hinder the investigation or contribute to deception, fraudulent, or illegal activity, or will enable the Seller to circumvent platform safeguards.
13.6.5. The Seller becomes insolvent or bankrupt or if the Seller enters any arrangement with their creditors or if any legal action is taken or threatened against the Seller’s property.
13.6.6. The Company has reason to believe that the Seller has provided the Company with false, inaccurate, or misleading information either for the purpose of obtaining from the Company or at any time during the provision of Services.
13.6.7. The Seller uses the Service in a way prohibited by the Parlour Code of Conduct Guidelines (for Sellers).
13.6.8. The Company is required to comply with instructions of Government, an emergency services organization or other competent or regulatory authority.
13.6.9. In the Company’s opinion it is necessary to do so for security, technical or operational reasons.
13.7. The Seller will remain responsible for performing all obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
13.8. On termination of the Terms, all related rights and obligations under the Terms immediately terminate.
13.8.1. The Company at its sole discretion, may terminate a Seller’s account, access to the Platform or the Services, or any sales or purchases or offers for same, immediately and without notice, for any reason, including but not limited to the following infringements:
188.8.131.52 Any activity that harms, may harm, or will harm Shoppers or fellow Sellers legitimate interests.
184.108.40.206. Listing stolen or illegal items.
220.127.116.11. Failure to fulfill an order for which payment was accepted.
18.104.22.168. The use of threatening or abusive language, or attempts to intimidate the Platform’s staff, partners, agents, fellow sellers, or shoppers.
22.214.171.124. Inclusion of personal or political commentary that may be considered defamatory.
126.96.36.199. Attempting to delay or avoid Shoppers’ return requests beyond seven (7) days to justify the non-compliance of the Seller’s responsibilities.
13.8.2. The Company will continuously monitor and address Seller Account Health issues. Established repeat infringers will be notified and have their Seller Accounts terminated forthwith.
13.8.3. The Company will promptly notify the Seller of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where the Company has reason to believe that providing this information will hinder the investigation or circumvent our safeguards.
13.9. The Seller may terminate the Terms with the Company for any reason by notifying the Company in writing via email to firstname.lastname@example.org. This communication and request to terminate must be submitted by the owner of the Seller Account. The Seller will be invited to participate in an exit interview to help the Company better understand the reason for their termination.
13.10. Upon termination, the online store will be closed down, with all reference and links to the store disabled. All products linked to the online store will be removed from the Platform. All access to the Platform’s backend (“Seller Portal”) will be blocked, with no further access to dashboards and reports associated with the online store.
13.11. For Sellers opting to terminate the Terms with the Company, they are encouraged to disable all products and inventory linked to the online store prior to submitting the written request to terminate. The Company will action the termination within one (1) business day of receipt of written notice. Should the Seller fail to disable products, and a Shopper place an order before the Company can shutter the store, the Seller is responsible for fulfilling the order submitted.
13.11.1. All outstanding orders assigned to the Seller must be completed, i.e. processed and sent out for delivery, before final payouts can be actioned on the deactivated account.
13.12. Upon termination of the Services by either party for any reason:
13.12.1. The Company will cease provision of the Services and the Seller will no longer be able to access the Seller Account.
13.12.2. Unless otherwise provided in the Terms, the Seller will not be entitled to any refunds of any Fees, pro rata or otherwise.
13.12.3. Any outstanding balance owed to the Company for use of the Services up to the effective date of such termination will immediately become due and payable in full.
13.12.4. The online store will be taken offline.
13.12.5. The Seller will promptly return to the Company or destroy, at the Company’s option, all Confidential Information in its possession.
Section 14 - Force Majeure
14.1. Neither party shall be liable to the other for any loss, damage, cost or expense which may be suffered by the other party as result of any delay or failure in the performance of its obligations under these Terms to the extent that such delay or failure is due to causes of Force Majeure, which shall mean causes proved to be beyond such party’s control and without the party’s fault or negligence, including without limitation any Act of God, natural disasters fire, flood, explosions, earthquakes; epidemics or quarantine restrictions; any act of Governments, civil or military authorities; war, insurrection or riots; strikes, labour, disputes, lock-outs, or embargoes, provided that in all such cases such party exercises due diligence in promptly notifying the other party hereto in writing of any known or anticipated delay and recommences the performance of its obligations under the Terms immediately on cessation of such delay.
Section 15 - Relationship of Parties
15.1. Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency, or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Seller, and the Seller shall not represent neither shall have, any power or authority to speak for, represent, bind, or assume any obligation on behalf of the Company.
Section 16 - Assignment
16.1. The Seller acknowledges and agrees that the Seller may not transfer its Parlour Seller Account or any of its rights and responsibilities under these terms without the Company’s prior written consent.
16.2. The Company however, may, for business reasons transfer any of its rights and responsibilities under these Terms without the Seller’s permission.
Section 17 - Severability
17.1. If any provision of these Terms shall be found to be unenforceable, it shall not invalidate the remainder of the terms.
Section 18 - Governing Law
18.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Trinidad and Tobago and the courts of Trinidad and Tobago shall have exclusive jurisdiction.