2. ACCESSING THE RAINBOW PLATFORM

Use of the Rainbow Platform establishes, and is strictly based on, agreement in full by you, to the following Terms and Conditions:

2.1 Rainbow reserves the right to amend these Terms & Conditions at any time. Any subsequent use by you of the Rainbow Platform will be taken as acceptance by you of the Terms & Conditions in their amended state.

2.2 In order to use the Rainbow Platform, you will sign up for a user account. On your first visit you will select whether you are using the Rainbow Platform as a Buyer or a Seller. You will provide personal identification and/or your business information and then choose a password to set up an account, which will then be verified. You will then be able to start marketing your produce or browsing the platform.

2.3 All payments made for contracts concluded over the Rainbow Platform must be paid for using the Mangopay payment platform, to which Buyers and Sellers must sign up on the terms of Mangopay https://mangopay.com/terms/payment-services_EN_2023.pdf. Rainbow has no liability for payments made using Mangopay and the Buyers and Sellers enter into their own agreement for payment services and to open their own accounts with Mangopay directly. All payment disputes that arise must be dealt with through Mangopay and Rainbow has no responsibility nor liability to you in relation to the use of Mangopay payment facilities. Please refer to clause 8 for the details relating to Mangopay fees.

2.4 You warrant that

2.4.1 you are not in breach of any law or order of any court by using this service;

2.4.2 the information you provide to us in connection with your account is complete and accurate and you will promptly notify us of any changes to it and provide up to date information and documents when required.

2.4.3 all documents you submit to us at any time, are either original documents or true copies of original documents.

2.4.4 your product display will 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 Rainbow Platform.

2.5 You agree that, in visiting and navigating around the Rainbow Platform:

2.5.1 you will use the Rainbow Platform for your own lawful personal or business use only and you warrant that you are not connected in any way to a Prohibited Business (defined at www.mangopay.com/prohibited-businesses) and that you will not act in any way that amounts to a breach of any law and will fully indemnify and hold Rainbow harmless against all claims or demands or other consequences of any breach of this provision.

2.5.2 you will not upload onto any area of the Rainbow Platform any images, graphics, text, hyperlinks, machine readable code or other content that amounts to a breach of the rights, including intellectual property rights, of others and/or which may breach reasonable standards of morality, decency and respect for the interests of others to be treated with civility and/or which may breach the rights in law of others not to be defamed and/or which may breach any right in law whatsoever and shall hold harmless Rainbow against all claims and demands that may relate in any way to such content.

a. you shall use the Rainbow Platform ethically and in order to contract for sale and purchase only (as it is intended), and will not use the Rainbow Platform in a prohibited way, which includes (but is not limited to) using the Rainbow Platform if you are under 16

b. in any way that breaches any applicable local, national or international law or regulation.

c. in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

d. for the purpose of harming or attempting to harm minors in any way.

e. to bully, insult, intimidate or humiliate any person.

f. to send, knowingly receive, upload, download, use or re-use any material which is offensive.

g. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

h. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware and will keep us at all times fully indemnified against any loss or damage resulting from any such upload or risk.

i. in any way that involves child sexual exploitation or abuse.

j. to upload terrorist content.

2.5.3 you will not upload onto any area of the Rainbow Platform any information, whether as to your identity, the purpose of your visit or otherwise, that is not truthful and honest.

2.5.4 Rainbow has the full right to remove at any time, and without notice to you, any content you upload to the Rainbow Platform or to close your account or otherwise restrict access to the Rainbow Platform, if in the sole opinion of Rainbow, you use the Rainbow Platform in a prohibited way.

2.5.5 you will comply with all reasonable instructions given to you in relation to your use of the Rainbow Platform and you agree that Rainbow reserves the right at any time to suspend or cancel your use of, or access to, the Rainbow Platform without prior notice to you.

2.5.6 Rainbow may suspend or withdraw or restrict the availability of all or any part of the Rainbow Platform for business and operational reasons without prior notice to you.

3. LIABILITY

3.1 You accept full responsibility for all actions taken on the Rainbow Platform under your username and all material uploaded under that login. You must keep your login or account access passwords secret to ensure your use of your Rainbow account remains secure.

3.2 Rainbow accepts no liability for any loss or damage resulting, directly or indirectly, from your visit to the Rainbow Platform (including from any bugs or viruses), or through access from the Rainbow Platform, whether a website that is linked from this website, or any website that masquerades as the Rainbow Platform or from data and information appearing through data sharing technologies, or from your use of less than the optimal encryption security, anti-virus or anti-spam protection or other similar procedures, including measures to protect your personal identity, in your browser or e-mail program, or otherwise the manner and procedures you adopt when browsing around the Web.

3.3 Rainbow accepts no liability for any loss or damage resulting directly or indirectly, for any action or lack of action taken by you as a result of the use of the Rainbow Platform, the information or materials appearing on the Rainbow Platform, nor any contractor other arrangement you entered into using the Rainbow Platform. Accessing or acting upon Rainbow Platform content does not imply any duty of care is being assumed by Rainbow nor any responsibility or liability is accepted by Rainbow. Rainbow specifically excludes all responsibility and liability for any reliance placed on Rainbow Platform’s content.

3.4 Whilst Rainbow endeavours to ensure the continuity of the availability of the Rainbow Platform on the Internet, Rainbow gives no guarantee or warranty of the availability of the Rainbow Platform, the payment facility, the content of the Rainbow Platform nor its condition, nor the satisfactory quality, fitness for purpose or performance of any goods that appear on it, and Rainbow excludes all such representations, guarantees or warranties expressly. You agree that the potential for disruption of connectivity extends well beyond technology and events over which Rainbow has any control, covering possible actions by many varied organisations who contribute to the functionality and connectivity of the Internet as well as the users (Buyers, Sellers and Delivery Services), the status of your own software and websites, and that Rainbow accepts no responsibility for (nor any liability for) any loss or damage resulting, directly or indirectly, from any disruption of access or failure or variation of intended functionality that occurs for whatever reason.

3.5 Nothing in this clause is intended to operate to exclude or restrict liability for fraud, misrepresentation or any other liability that cannot be excluded by operation of applicable law.

4. INTELLECTUAL PROPERTY

4.1 You recognise that Rainbow owns all intellectual property rights in the content on the Rainbow Platform and the look and feel of the Rainbow Platform, and your use of the Rainbow Platform does not give you any right, title or interest in any of the content or the source code or frame, nor any intellectual property rights in it. You agree that you will not, either do or assist or permit others to do, anything that breaches Rainbow’s intellectual property rights and, in particular, will not copy or reproduce any element of this website or its code or content, nor use it, or any part of it, to create any content, document, website, image or graphic. In addition you will not create, or permit or assist others to create, any hyperlink to any part of the Rainbow Platform nor take any action that directly or indirectly prevents, in whole or in part, access to, or reduces the enjoyment by you or others of, the Rainbow Platform. Rainbow reserves the right to withdraw linking permission without notice.

4.2 The links to third party websites and third party website contents are provided by Rainbow for convenience only and do not imply Rainbow’s agreement or endorsement of the content nor any affiliation with the third party or their website. Rainbow is not responsible for the operation, management or security of any third party website or its content and therefore exclude all liability for any loss or damage arising out of the use of any third party website and content, including (but not limited to) losses arising from copyright or other intellectual property right infringement, or the introduction of any virus or defects or malfunction in connection with such use. Rainbow’s responsibility (and liability to you) for such links is limited to the maintenance, addition or removal of links at our sole discretion. Please ensure you read each third party’s website legal notices and terms of use.

5. CONTRACTING ON RAINBOW PLATFORM

5.1 The Seller shall upload their goods onto the Rainbow Platform to advertise their goods for sale to Buyers. Rainbow has no power to verify the content of a Seller’s advertisement or the claims made by the Seller and therefore Rainbow accepts no liability for truth, reliability or accuracy of the advertisement nor offers any guarantee in relation to the goods advertised for sale although the goods may be quality checked. Rainbow provides only the platform for the Buyer and Seller to access, enabling the parties to freely enter into a contract of their own choosing.

5.2 The Buyer may place an order with a Seller directly, agreeing with the Seller the nature of the goods (the quantity and quality of the goods, produce or food, its price). If the Seller accepts an order, this will be confirmed to the Buyer by email from the Seller at which point a contract will come into existence between the Buyer and the Seller (Rainbow is not a party to this contract). This contract does not involve Rainbow and Rainbow accepts no liability for the contract, nor for any losses, claims, damages, expenses howsoever arising, directly or indirectly, from or in connection with the contract between the Buyer and the Seller.

5.3 A Seller is not obliged to accept any order from a Buyer. There are many reasons why a Seller may not be able to accept your order and if a Seller cannot accept your order, you will be informed of this by email and you will not be charged. Whether the Seller accepts your order or not, Rainbow is not involved in the negotiations for contract (or any contract you enter into) with the Seller, and cannot intervene or oblige a Seller to enter into or perform a contract with you.

5.4 Once the Buyer and the Seller have entered into a contract, payment for the goods shall be made using the payment platform provided by Mangopay.

5.5 When seeking to sell or purchase any goods on the Rainbow Platform, you enter into a contract directly with the other party on terms agreed between you and that Rainbow has no part in establishing that contract or the terms thereof apart from providing the platform. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Rainbow’s part where none exists.

5.6 The Seller may specify whether or not they accept any returns of their products (please note that in no event will returns of agricultural or fresh produce and returns of personalised products be accepted). In any event, Rainbow has no liability to either the Buyer or the Seller in the event of any dispute over the contract or any dispute over the possibility of, or method for, returning a product. Where the Buyer is a UK based individual consumer, the Consumer Regulations 2015 (reference in clause 12) will apply. In other territories, consumers may benefit from other protective laws.

6. THE PRODUCTS

6.1 The Seller shall represent their goods accurately and appropriately in their advertisement on the Rainbow Platform. All images and descriptions of goods must be as accurate as possible but are for illustrative purposes only and Rainbow cannot guarantee that a device’s display of the colours accurately reflects the colour of the goods. The Seller shall make every effort to be as accurate as possible, although the Buyer should be realistic and accept that natural goods and/ or handmade products may vary in size, weight, capacity, dimension and measurements. If the goods are packaged, the packaging may vary from that shown in images on Rainbow but the Seller must make all reasonable efforts to adequately protect goods despatched.

7. RIGHT TO MAKE CHANGES

7.1 Once a Buyer has placed an order and entered into a contract with a Seller, both parties are legally bound by that contract, as it was agreed. If either party then wishes to make changes to the contract, the parties should contact each other to discuss whether the changes can be made. Neither party is obliged to vary the contract once made, and if no variation is agreed by both parties, then the original contract remains legally enforceable and must be performed.

8. DELIVERY OF PRODUCTS AND LATE DELIVERY

8.1 The Seller must choose a Delivery Service suitable for delivery of the products before accepting the order. This selection may be indicated as part of the product offer or may be negotiated with the Buyer, dependent on circumstances. In any event, the time and type of delivery of products must be agreed before completing the order by selecting one of the Delivery Services available on the Rainbow Platform. The Rainbow Platform provides a choice of three Delivery Services for the Seller to select from and the Seller shall enter into a contract directly with the Delivery Services of their choice, by accepting the terms of the Delivery Services chosen. Links to the Delivery terms appear on the Rainbow Platform when choosing the Delivery Services. Both Seller and Buyer are reminded that Rainbow is not party to the contract and provides no guarantees in relation to performance of the contract by any of the Delivery Services and that Rainbow accepts no responsibility for any arrangement of delivery with the Delivery Services and will not be liable for delays or failure to deliver, nor any resulting losses or damages, howsoever arising.

8.2 Rainbow suggests that Buyers and Sellers take the time to consider and agree all aspects of their contract, including Delivery Services and packaging, liability and the possibility of resulting loss or damage to each party. Rainbow highly recommends that the parties consider (i) appropriate packaging of goods by the Seller to prevent damage during transport or delivery; (ii) insurance for the shipment of goods. Rainbow recommends that the parties record the terms of their contract in writing, dating and signing the final agreement as a record. Rainbow is not a professional advice giver and this recommendation is made purely as guidance, Rainbow shall have no liability for how the parties contract with each other and whether they have considered all aspects of the contract they have entered into.

9. THE PARTIES’ RIGHTS

9.1 Where the parties contract as two businesses, they may act freely to agree their commercial terms of contract with the other party. The parties should agree which law applies to their contract, as Rainbow does not impose any terms of contract nor any law or jurisdiction on the Buyers or Sellers. The rights of each party are therefore dependent on the terms of the contract they enter into and subject to the law and jurisdiction the parties decide.

9.2 In the event that one party is a consumer and the other party is a business, the Consumer Regulations of the consumer’s territory may apply to protect the consumer from unfair practices, for example if the consumer is contracting from the UK, they will be protected by the Consumer Regulations 2015, referenced below in clause 12.

10. PAYMENT USING MANGOPAY PLATFORM AND RAINBOW PLATFORM FEES

10.1 The Sellers must enter into a framework agreement with Mangopay, at https://mangopay.com/terms/payment-services_EN_2023.pdf to open their own accounts with Mangopay. Sellers must accept Mangopay’s terms and conditions in order to access Mangopay services. Sellers therefore contract directly on the terms and conditions of Mangopay for the provision of payment services (“Mangopay FWA”).

10.2 As part of the payment services, and under the Mangopay FWA, Sellers shall open a payment account with Mangopay directly, to register their payment transactions on the Rainbow Platform. Mangopay shall have complete discretion whether or not to open a payment account for any given Buyer, Seller and Rainbow shall have no liability or responsibility for, nor influence over, Mangopay’s decision. Buyers are not required to open an accounts and can simply use the card payment provision on the Rainbow Platform which will process the payment through Mangopay.

10.3 KYC/ KYB fees. Sellers registering with Mangopay as recipients of payment funds through Mangopay, will be subject to either “Know Your Customer” procedures (“KYC”) or “Know Your Business” procedures (“KYB”), depending on whether they are an individual or a business user of the Rainbow Platform. There will be no fee for KYC, however for KYB, Mangopay will apply a charge for the KYB of £1 for the KYB procedure (“KYC Fees”) which will be charged to the relevant Seller and withheld from the payment of their first transaction fee. Where documents provided during KYC and KYB are refused, Mangopay may charge £1 handling fee per document refused by Mangopay as illegible. Rainbow will reclaim such handling fees from the Sellers within 60 days of the claim from Mangopay. To avoid refusal fees, Sellers are encouraged to ensure that documents uploaded are legible and clearly copied or scanned.

10.4 Platform fees. In addition to the KYC fee (payable by Sellers), all users (Buyers, and Sellers) will be charged a platform fee (as specified in the table below) by Rainbow (“Platform Fees”). Out of these Platform Fees, Rainbow will make corresponding payments for transaction fees to Mangopay (including bank charges or card payment charges).

10.5 Mangopay may, in its absolute discretion, require further information relating to any Seller and Rainbow may request such additional information (relating to a payment transaction, the contract or the identity of the contracting parties) on behalf of Mangopay.

11. GENERAL TERMS

11.1 Rainbow adheres to all relevant data protection legislation, including but not limited to the General Data Protection Regulation 2016/679 (“GDPR”) and the Data Protection Act 2018 (“DPA 2018”). In respect of any personal data collected from individuals by Rainbow, Rainbow acts as a controller in respect of this personal data under the GDPR and [has a registration with the ICO]. Rainbow’s privacy policy can be found at privacy policy.

11.2 Rainbow is proud to adhere to the anti-money laundering and the prevention of terrorism legislation and is bound further by its agreement with Mangopay to adhere strictly to security provisions supporting this legislation.

11.3 Rainbow may transfer this agreement to someone else. Rainbow may transfer Rainbow’s rights and obligations under these terms to another organisation. Rainbow will always tell you in writing if this happens and will ensure that the transfer will not affect your rights under the contract.

11.4 Your rights to access Rainbow is personal and non-transferable. You may only transfer your rights and/or your obligations under these terms to another person if Rainbow agrees to this transfer in advance in writing.

11.5 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and Rainbow. No other person shall have any rights to enforce any of its terms.

11.6. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

11.7 Even if Rainbow delays in enforcing this contract, Rainbow can still enforce it later. If Rainbow do not enforce these terms immediately, that will not mean that you do not have to do those things and it will not prevent Rainbow taking steps against you to enforce the terms at a later date.

11.8 Which laws apply to this contract and where you may bring legal proceedings? These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. We note that consumers residing in other territories may be able to bring proceedings in their local courts.