1. About Batchseed
2. How Batchseed works
Our Users include sellers (we call them Producers) of batches of produce (Batches) and buyers (Batchmates) of shares in Batches. We are not referring to shares by any legal, accounting or investing definition – it’s just a term that we think makes sense in the real world.
3. The agreement between Producers and Batchmates
When a Batchmate accepts a Producer’s invitation to participate in a Batch, a contract is formed between the Batchmate and that Producer in line with the relevant Batch listing. We are not a party to that contract, but we have laid out some implied terms that will apply to that contract when it is formed, as follows.
Producers will be deemed to have agreed with Batchmates:
- To accurately, truthfully and transparently describe the relevant business and production methods that will be used to produce the Batch.
- To provide an honest and realistic estimate for a minimum deliverable product that constitutes one share of the Batch.
- To provide updates as required or advised by us from time to time via the Batchseed platform to Batchmates.
- To provide safe products that meet any hygiene, food safety standards or other applicable statutory or regulatory requirements.
- To use all reasonable endeavours to deliver the Batch to the Batchmate as described on the Batch listing.
- To respond as fully as possible to any queries relating to the Batch made via Batchseed within a reasonable timeframe.
- To use a fully trackable and traceable postal or other delivery service to ensure the proper delivery of the Batch to the Batchmate in accordance with the relevant data provided to the Producer for delivery, or where a Batch is being collected to issue a suitable receipt confirming the name of the person collecting the Batch and the date, time and location at which the collection took place.
- To keep the Batchmate updated if there are reasonably foreseeable circumstances that might arise which may impact the delivery of a Batch as described on the Batch listing.
- Until the Producer formally commits (as requires via the Batchseed platform) to produce a Batch, a Batchmate may cancel the contract and be entitled to a full refund of all sums paid to the Producer under the contract with no further obligation to the Producer.
- To only process a Batchmate’s personal data as is strictly necessary for the purposes of fulfilling their obligations under the relevant agreement and always in line with their requirements under the GDPR.
Batchmates will be deemed to have agreed with Producers:
- To provide accurate and complete personal data or any responses to requests for further information from a Producer so that the Batch can be delivered without undue delay or expense.
- To only contact the Producer where a question is reasonable and related to a specific Batch listing.
- Not to contact or attempt to contact the Producer outside of the Batchseed platform.
- To leave accurate and honest feedback and ratings related solely to the relevant Batch, as soon as is reasonably practicable after delivery (or confirmation by the Producer of non-delivery) of the Batch.
- That the Producer’s maximum liability in law (except for matters where liability cannot be excluded or reduced, including death or personal injury as a result of the Producer’s negligence, misrepresentation or otherwise) for failure to deliver the Batch shall be limited to the value of that Batch actually paid for by the Batchmate.
Producers and Batchmates are both deemed to have agreed that:
- Where any dispute arises between a Producer and a Batchmate, each agrees to act in good faith to the other and shall aim to resolve the situation fairly and reasonably based on all the available evidence. Each also acknowledges that while we are not a party to that contract, we will do what we can (but are not obliged) to help resolve any such disputes fairly.
- If the Producer fails to update the Batchmate of any reasonably foreseeable delays to the delivery of a Batch and that Batch fails to be delivered within the timeframe given on the Batch listing at the time the relevant contract was formed, the Buyer shall be entitled to terminate the contract and shall be entitled to repayment of all sums paid to the Producer under that contract.
- If a Batchmate claims not to have received a Batch delivery and the Producer is unable to provide adequate proof of delivery (or collection) of the products forming that Batch, the Batchmate may terminate the contract and shall be entitled to repayment of all sums paid to the Producer under that contract.
- If the delivered products forming the Batch are materially different to those described on the relevant Batch listing, the Producer shall use best endeavours to justify such deviation to the Buyer and if such justifications would be deemed reasonable by another Producer of similar scale and experience, this shall not be considered a breach of contract and the Buyer shall not be entitled to any remedies for such a deviation.
- Where a Batchmate is entitled to cancel the contract, this will be done as soon as is reasonably practicable and without undue delay.
- The contract formed between the Producer and Batchmate shall be governed by the laws of England and Wales and the courts of England and Wales shall have non-exclusive jurisdiction in relation to any dispute that arises in connection with or as a result of that contract.
4. The agreement between us and our Users
Our role. As a User of the Batchseed platform you acknowledge that we only provide a platform for connecting Producers with Batchmates and that we do not produce, buy or sell any goods or services. We do not get directly involved in resolving disputes that may arise between Producers and Batchmates, but if you need our help we will do what we can to assist you.
User accounts. Users must be at least 18 to ensure that contracts can legally be formed. Your account must contain true, accurate and up-to-date personal information. No bots, no fake names, and no impersonation is permitted. You are responsible for maintaining the security of your account, and you must contact us immediately if you suspect your account has been tampered with or accessed without your permission.
Your behaviour. We want to create a safe and friendly platform suitable for everyone to use. That means we will not permit any User who:
- tries to use Batchseed to intimidate, threaten, harass or otherwise attack another User
- takes any action that violates or might infringe some other person’s legal, contractual or intellectual property rights or duties,
- attempts to mislead Users or attempts to use the platform for any other unscrupulous activity (including for the sale of illegal or unsafe products, spamming or spreading malware or viruses, or using personal data for any purpose other than the legitimate sale of Batches), or
- attempts to subvert any security measures we put in place to protect us or our Users or otherwise attempts to interfere with the Services, including putting any excessive load on our servers (no web scraping or crawling please) or trying to reverse engineer any of our software.
Producers. The following rules apply specifically to Users who are Producers:
- We may make specific guidelines and information that applies solely to Producers available on the Site from time to time and you must comply with them.
- We may require evidence of any hygiene, food safety standards or other applicable legislation in relation to a Batch and this should be made available to us as soon as possible.
- You must only communicate with Batchmates via the Batchseed platform and you should use your best endeavours to respond to any queries raised by Batchmates within 12 business hours.
- You must keep your Batches up-to-date and communication delays or disruption to your Batchmates.
- You agree that we will be responsible for collecting payment from Batchmates in respect of the shares of Batches you make available on a Batch listing.
- Where your specified funding criteria is met, you agree that will shall transfer 50% of that amount (minus our fee) within 5 working days of you committing to produce the Batch.
- The balance of funds shall be transferred to you within 10 working days of the Batch being marked as delivered or complete, provided that we are not notified of a dispute between you and the Batchmate within that time.
- You agree that if you fail to deliver a Batch in accordance with these terms or in line with the contract formed between you and the Batchmate (such contract incorporating the implied terms defined above), the Batchmate shall be entitled to terminate the contract and you shall repay the Batchmate without delay. This means we may immediately refund the balance of any funds that are being held on your behalf, and that we may issue a chargeback for any funds that have already been paid over to you.
Payment processor. All payment services are handled by MANGOPAY SA (Mangopay), registered in Luxembourg (no. B173459). Mangopay is EU licensed and regulated as a financial institution, being approved as an e-money institution by the Luxembourg Financial Sector Regulator and provides services for the issue, use and management of e-money. By using the Batchseed you also agree to the Mangopay framework contract for payment services.
Termination. We may terminate your account if we believe that you are acting outside of these Terms. We shall have no further obligation to you in such circumstances. You may also choose to delete your account at any time. Please contact us if you wish to do so.
5. Other very important stuff
Disclaimer of all warranties. You are using our Services and Batchseed entirely at your own risk. They are provided to you “as is” and “as available” and we do not make any warranties or representations to you of any kind.
Limitation of our liability. So far as is possible under applicable law you agree that we shall have no liability for any damages or losses suffered of any kind by your use of or inability to use Batchseed or the Services.
Our IP and your license to use Batchseed. You acknowledge that Batchseed owns (or has appropriate licences to) all intellectual property rights forming part of the Services and the Batchseed platform. We grant you a revocable license to use Batchseed in line with these Terms and you acknowledge that we may terminate that license at any time, as we see fit, whether you are in breach of these Terms or not.
Your IP and our license to use your content. When you upload information, images, videos or anything else to the Batchseed platform, that is your content. You license us to use that content, on a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable basis. You have no objections to us making changes to that content if we choose to utilise it (meaning we can edit, modify, reformat, take excerpts from or translate any element of it). You also agree and promise to us that you have the appropriate rights to upload that content to us and doing so will not infringe any third party’s rights. Finally, you acknowledge that we are not responsible for any of your content or any mistakes that might appear in it.
Governing law and jurisdiction. These Terms are governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to deal with any dispute that arises between you and us in connection with or arising out of these Terms or your use of Batchseed or the Services.