Terms and Conditions

Version 2.3

Background

1. Squelch Marketplace Limited is a company registered in England & Wales, Company No. 14988072. Registered Office Address: 2a Charing Cross Road, London WC2H 0HF. The registered office is an administrative address and is not represented as premises from which licensable retail sales of alcohol are made. Squelch Marketplace operates through www.squelch.wine and other derivatives such as .com, .co.uk and others (collectively the “Website”)
   The Website offers various services to buy and sell items, generate invoices and receipts, request valuations and communicate with other registrants and other functions. Everything associated with the functioning of and interaction with the Website are collectively referred to as our System(s).
2. This agreement applies as between you, the User of the Website and Squelch Marketplace ("Squelch Marketplace", "we" or "us"), the owner of the Website. Your agreement to comply with and be bound by these Terms and Conditions of Use is deemed to occur upon your registration to the Website. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.
3. Nothing in these Terms affects any statutory cancellation or other consumer rights that cannot lawfully be excluded. Where a consumer purchases a paid service from Squelch Marketplace, including Buyer Protection, any statutory cancellation rights and any request for that service to begin during a cancellation period will be dealt with in accordance with applicable consumer law and the information provided at the point of purchase. We may amend these Terms from time to time. Amendments apply prospectively from the time they are published and, unless required by law or expressly agreed otherwise, the Terms in force when an order is placed will govern that order.

Using Squelch Marketplace

4. You must:
   1. Comply with all applicable laws, statutes and regulations regarding your use of our services and the purchase and sale of alcohol both in the UK and your jurisdiction if you do not live in the UK; and
   2. Be over 18 if operating from within the United Kingdom. If you are operating from outside the United Kingdom you must comply with local laws for the minimum age for buying and selling alcohol; and
   3. You must have the capacity to enter into legally binding contracts; and
   4. If you register as a business you represent that you have the legal capacity to bind that business to the contract. If you do not have such capacity you accept that you will become personally liable; and
   5. You must be legally entitled to sell the item(s) you list for sale on the Website.
   6. If you do not satisfy the requirements in paragraphs 4(a) to 4(e), you must not use our services.
   7. Squelch Marketplace may at any time request information reasonably required to verify a user's identity, trade status, legal authority to buy or sell alcohol, or the legal and contractual compliance of a listing or transaction. This may include proof of delivery, provenance information, business details and addresses, and copies or details of any Personal Licence, Premises Licence or other relevant authorisation. Users must provide accurate information promptly when requested.
5. Squelch Marketplace allows you to buy or sell directly with another party only where the proposed transaction can lawfully take place.
   1. The sale by retail of alcohol in England and Wales is a licensable activity under the Licensing Act 2003. In the case of an online, telephone or other remote retail sale, section 190 of the Licensing Act 2003 treats the sale as taking place at the premises where the alcohol is appropriated to the contract, meaning where it is identified and specifically set apart for delivery to the purchaser. Any licensable retail sale must therefore take place from appropriately authorised premises and in accordance with the applicable licence conditions.
   2. Where wine remains in duty suspension at an HMRC-approved excise warehouse, Squelch Marketplace may permit an in-bond sale or transfer only where the transaction and warehouse movement are lawful and all applicable excise, customs and warehouse requirements are satisfied.
   3. A sale may fall outside the meaning of a "sale by retail" under section 192 of the Licensing Act 2003 only where all applicable statutory conditions are satisfied. Where a seller relies on the exclusion for a sale to a trader, this includes that the buyer is purchasing for the purposes of that buyer's trade, that the sale is made from premises owned by the seller or occupied by the seller under a lease to which Part II of the Landlord and Tenant Act 1954 applies, and that the alcohol is for consumption off those premises. Users are responsible for ensuring that the conditions on which they rely are genuinely satisfied.
   4. Where a listing is designated "Trade Only", it is offered only to buyers whom Squelch Marketplace has approved for trade purchasing. A buyer purchasing through a Trade Only route represents and warrants that the purchase is genuinely for the purposes of the buyer's trade and not for personal consumption. Squelch Marketplace may require evidence of identity, business activity, business address, trading status and, where relevant, any Premises Licence, Personal Licence, AWRS approval or other authorisation. Trade Only status does not by itself determine whether a transaction is exempt from licensing requirements.
   5. If a proposed transaction would amount to a licensable retail sale and the seller does not hold the authorisation required to make that sale directly, the seller must not dispatch the wine directly to the buyer. Squelch Marketplace may suspend or cancel the transaction, restrict the listing to an appropriate buyer category, or require the wine to be sent to premises appropriately authorised for the sale of alcohol and nominated by Squelch Marketplace. For duty-paid sales between private individuals, the nominated fulfilment route set out in these Terms is mandatory unless Squelch Marketplace expressly confirms another lawful route for that transaction. Where Squelch Marketplace arranges a sale on behalf of a private seller through nominated premises, it acts as agent for that seller and not as principal purchaser or reseller of the wine.
   6. In the United Kingdom it is a criminal offence to carry on a licensable sale of alcohol without the required authorisation. Users must not use Squelch Marketplace to attempt to avoid or circumvent any licensing requirement.
6. Squelch Marketplace provides a marketplace through which users may offer, sell and buy wine and other items and services. The contract for the sale of wine is between the buyer and the identified seller. Where Squelch Marketplace acts as agent for a seller, including in a nominated-fulfilment transaction or under the optional VIP consignment service, it acts on behalf of that seller and not as principal purchaser or reseller of the wine. We do not independently authenticate or inspect every listing before it is published. However, we may review listings and user information, conduct identity, trade-status, licensing and transaction checks, request supporting evidence, and pause, restrict, remove or re-route listings or transactions where reasonably necessary for legal, regulatory or platform compliance. Subject to those controls, we do not control, and will not be held responsible for:
   1. The truth or accuracy of any listing or feedback; and
   2. The authenticity, quality, safety or legality of any item advertised; and
   3. The seller's title to the goods or ability to deliver them; and
   4. The buyer's ability or willingness to complete the transaction; and
   5. The actions or any inactions of any of the users.
7. Squelch Marketplace cannot and does not warrant that each user is who they claim to be. We operate identity, transaction and compliance checks and maintain records of buyer and seller accounts. For users seeking or holding Trade Buyer status, we may require and retain evidence of business and licensing status before approval, at the point of a transaction and periodically thereafter. Users must keep information supplied to Squelch Marketplace accurate and up to date and must notify us promptly of any change that may affect their legal authority to buy or sell alcohol. We may re-verify a user's status, suspend or withdraw Trade Buyer status, restrict listings or transactions, or request further evidence at any time where reasonably necessary for legal or regulatory compliance. You should also make your own enquiries and not transact with a user if you have any concerns as to their bona fides.
8. You will not hold Squelch Marketplace responsible for other users' actions or inactions. Because we do not and cannot be involved in user-to-user dealings where we are not acting as agent, in the event that you have a dispute with one or more users, you release Squelch Marketplace (and our agents and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
9. By purchasing an item you agree to be bound by the conditions of sale included in the item's description so long as those conditions of sale are not in violation of this Agreement or unlawful.
10. You must accurately describe your item and all terms of sale on the listing page of our site. All items must be listed in an appropriate category. It can be a contravention of UK consumer law to charge fees that are not described in your Marketplace listing unless you clearly state that a buyer needs to enquire about any extra charges prior to listing. e.g. if you are offering to ship an item the shipping price (within the UK) must be included in the listing OR you must state that the shipping cost should be requested prior to purchase.
    
    Squelch Marketplace may, at its discretion, edit, pause, remove or return to draft any listing where we reasonably believe there is an error, inconsistency, duplicate listing, misleading description, incorrect category, incorrect bottle/case quantity, incorrect vintage, pricing error, delivery issue, legal concern, or other matter that may cause buyer confusion or expose users or Squelch Marketplace to risk.
    
    Where we make a material change to a live listing, we will usually notify the seller. Sellers remain responsible for checking that their listings are accurate and complete.
11. If a seller receives an order at or above the stated price, then they are obliged to complete the transaction.

Trade Only Listings and Licensing Checks

Squelch Marketplace may designate or restrict listings as Trade Only where this is appropriate for legal or regulatory compliance. Trade Buyer approval is a platform control and does not replace any requirement imposed by the Licensing Act 2003 or other applicable law.

By creating or maintaining a listing, the seller represents and warrants that the wine can lawfully be offered and sold through the route selected and that all information relevant to that assessment is accurate, including whether the wine is duty paid or held in duty suspension. A seller who is not authorised to carry out a licensable retail sale at their own premises must not dispatch duty-paid wine directly to a consumer. A duty-paid private-to-private transaction may proceed only through the mandatory Squelch Fulfilment Centre process described in these Terms or another lawful route expressly authorised by Squelch Marketplace. Trade Only sales are permitted only where the applicable requirements, including any relevant exclusion under section 192 of the Licensing Act 2003, are satisfied.

Where a seller relies on the section 192 exclusion for a Trade Only sale, the seller must before completion confirm that the statutory conditions are satisfied, including the premises condition described in clause 5(c), and must provide reasonable supporting evidence if requested by Squelch Marketplace.

Squelch Marketplace may keep records of the information and evidence used to assess a user's trade or licensing status and may carry out further checks during the life of an account or before allowing a particular transaction to proceed. If we are not satisfied that a proposed transaction can lawfully proceed, we may prevent, pause, cancel, re-route or require consignment of that transaction.

Age Verification

All buyers and sellers using Squelch Marketplace must be at least 18 years old. Where a transaction proceeds under a Premises Licence or other authorisation that requires age verification, Squelch Marketplace and/or its nominated warehouse, fulfilment provider or courier may require proof of age at account verification, checkout, collection or delivery. Alcohol must not be handed to a person under 18 and delivery or collection may be refused where satisfactory proof of age is not provided. Orders routed through the Squelch Fulfilment Centre will be sent onwards using a delivery service with the age-verification arrangements applicable to that transaction. Where the required age or identity checks cannot be completed, the parcel may be refused or returned to the fulfilment centre.

Duty-Paid Private Sales: Squelch Fulfilment Centre

Where duty-paid wine is sold on the Website by a private seller to a private buyer, the seller must send the wine to the fulfilment address nominated in the relevant order instructions (the “Squelch Fulfilment Centre”), and not directly to the buyer. This requirement does not replace the separate arrangements for lawful in-bond transfers or sales to approved trade buyers.

The seller must follow the address and dispatch instructions provided by Squelch Marketplace, securely package the wine, use a suitable tracked delivery service and clearly include the unique Squelch Slip or order reference supplied for the shipment. The fulfilment premises and provider may change from time to time; sellers must use the destination notified for that particular order. Where an alternative route is legally appropriate, it may be used only if Squelch Marketplace expressly authorises it for the relevant transaction.

At the nominated premises, the incoming wine will be received, identified and allocated to the relevant buyer’s order for onward dispatch. Squelch Marketplace arranges this process in the name and on behalf of the seller as agent. Squelch Marketplace does not buy the wine from the seller or acquire it for resale merely because the wine passes through the Squelch Fulfilment Centre. The contract for the wine remains between the seller and the buyer, and ownership passes between them in accordance with their contract and applicable law.

Squelch Marketplace or its nominated fulfilment provider will arrange onward delivery to the buyer, including applicable age-verification checks. The buyer must provide accurate delivery and contact details and co-operate with delivery age-verification requirements. If a parcel cannot be identified, matched to an order or delivered, Squelch Marketplace may contact the parties and arrange an appropriate resolution, including return or re-delivery where necessary.

Receipt of the wine by the Squelch Fulfilment Centre is not receipt by the buyer, and does not by itself complete the order, start a buyer-receipt confirmation period or trigger release of seller funds. The rules on completion and release of funds apply by reference to delivery to the buyer, not arrival at an intermediate fulfilment location.

This routine post-order fulfilment process is separate from the optional VIP consignment service under which a seller may consign wine before it is sold. Nothing in this section excludes rights or obligations which cannot lawfully be excluded.

Listing Availability and Cross-Listing

Sellers may advertise or list the same wine for sale elsewhere. However, if a seller becomes committed to sell any of the wine through another auction, marketplace, merchant, broker, private sale or other sales channel, the seller must immediately remove the relevant listing from Squelch Marketplace or reduce the quantity available on Squelch Marketplace to reflect the remaining stock.

Sellers must not leave wine listed as available on Squelch Marketplace where they are already obliged to complete a sale of that wine elsewhere. If a Squelch Marketplace buyer purchases wine that the seller has already committed to sell elsewhere, Squelch Marketplace may cancel the transaction, refund the buyer and take appropriate action in relation to the seller's account.

Make an Offer

Where the Website allows a buyer to make an offer, submitting an offer is a proposal to purchase at the price offered. Making an offer does not reserve the wine and does not create a completed order.

A seller may accept, reject or counter an offer. Offers remain open indefinitely unless rejected, withdrawn or otherwise cancelled in accordance with these Terms. Both buyers and sellers may withdraw an offer at any time before checkout and payment have been completed.

If a seller changes the listing price, any outstanding offers, including previously accepted offers where checkout has not been completed, will automatically lapse.

If an offer is accepted, the buyer may proceed to checkout and purchase the wine at the agreed price. Accepted offers have no expiry time and remain valid unless withdrawn by either party, the seller changes the listing price, or the wine becomes unavailable.

Acceptance of an offer does not constitute a completed sale or guarantee that the wine will remain available. An order is only placed once checkout and payment have been successfully completed.

Unless and until checkout and payment are completed, the listing remains live at its advertised price and may still be purchased by another buyer. If another buyer completes a purchase first, the wine will no longer be available and any outstanding or previously accepted offers will lapse.

Marketplace Orders, Buyer Protection and Release of Funds

When a buyer purchases wine through Squelch Marketplace, the buyer's payment is processed by our regulated payment provider and held while the transaction is completed.

Once tracking or other reasonable evidence indicates that the wine has reached the buyer’s final delivery address, the buyer will be asked to confirm receipt or raise any issue within the timeframe notified by Squelch Marketplace. For orders routed through the Squelch Fulfilment Centre, dispatch by the seller and receipt at that centre are not final delivery to the buyer.

If the buyer confirms receipt, Squelch Marketplace may mark the order as complete and release funds to the seller.

Where Buyer Protection has not been selected, if the buyer does not confirm receipt or raise an issue within the timeframe notified by Squelch Marketplace following final delivery, Squelch Marketplace may mark the order as complete and release funds to the seller.

For orders without Buyer Protection, buyer silence, failure to respond to messages, being away from the delivery address, or failure to check email will not normally prevent Squelch Marketplace from completing an order where tracking or proof of final delivery to the buyer indicates that the wine has been delivered.

Where Buyer Protection is selected, seller funds are not automatically released merely because the seller has dispatched the wine, a courier reports delivery, or a standard response period has elapsed. The buyer must confirm receipt for the normal release of funds, and any issue raised will be handled under the applicable dispute process. Buyer Protection does not give buyers an automatic right to return wine for any reason, does not guarantee the taste or condition of wine once opened, and does not allow buyers to delay resolution of disputes indefinitely.

Buyer Protection is a service provided by Squelch Marketplace to assist with payment release and dispute handling. It is not an insurance policy and does not provide replacement-value or market-value cover for wine.

If an issue is raised before completion, Squelch Marketplace may pause release of funds while it reviews the matter. Squelch Marketplace may request photographs, courier evidence, seller comments, provenance documents, delivery information or other reasonable evidence from either party.

Proof of delivery may include courier tracking, delivery confirmation, GPS data, delivery photograph, signature, name of recipient, confirmation from a bonded warehouse, or other evidence reasonably accepted by Squelch Marketplace.

Where final delivery is made to a business address, workplace, warehouse, reception, concierge, shared building, nominated address or other address provided by the buyer, delivery to that address may be treated as delivery to the buyer unless clear evidence shows otherwise. For the avoidance of doubt, this does not include an intermediate delivery to the Squelch Fulfilment Centre.

Buyers must inspect the delivery promptly and notify Squelch Marketplace of any issue as soon as possible, and in any event before the order completion deadline stated in any order email, dashboard notification or message from Squelch Marketplace.

If a buyer is away or unable to inspect the delivery personally, it is the buyer's responsibility to ensure someone at the delivery address can receive and check the parcel, or to notify Squelch Marketplace before the order completes.

For duty-paid wines or wines held by a seller outside bond, the seller is responsible for packing the wine appropriately and using a suitable tracked courier to the destination provided in the order instructions. For duty-paid private-to-private sales this destination is the Squelch Fulfilment Centre, rather than the buyer’s address. Other lawful routes remain subject to their applicable dispatch instructions.

Sellers are strongly advised to use appropriate wine packaging and suitable compensation or cover for the value of the wine for any shipment they arrange. Responsibility for loss, damage or delay depends on the relevant stage of the journey, the arrangements made for that stage, and applicable law. Where Squelch Marketplace or its nominated fulfilment provider arranges onward delivery from the Squelch Fulfilment Centre, that onward journey is arranged by Squelch Marketplace or its provider on the seller’s behalf.

Sellers must respond promptly to buyer or Squelch Marketplace messages relating to an active order, dispatch goods within the stated or reasonable timeframe, provide tracking or proof of delivery where requested, and notify Squelch Marketplace immediately if the wine is unavailable or there is any issue fulfilling the order.

If a seller fails to dispatch the wine, provide a reasonable update, or respond to the buyer or Squelch Marketplace within a reasonable period, the buyer may request cancellation of the order. Squelch Marketplace may make reasonable attempts to contact the seller and may, at its discretion, cancel the transaction and refund the buyer. Repeated failure to communicate, dispatch or complete orders may also result in suspension of the seller account and removal of active listings.

Wine Condition, Authenticity and Opened Bottles

Squelch Marketplace does not authenticate every bottle listed on the marketplace. Buyers should make their own enquiries before purchase, particularly for high-value, rare or older wines.

If a buyer has concerns about authenticity, provenance or condition, these should be raised before purchase or, if discovered on delivery, before the order completes and before the bottle is opened or altered.

Squelch Marketplace may ask the seller for further photographs, provenance, storage history or other information, but any decision to proceed with a purchase remains the buyer's responsibility.

Fine wine is an agricultural product and Squelch Marketplace does not guarantee how any bottle will taste once opened. Cork taint, oxidation, premox, ullage-related issues, seepage, fragile corks, bottle variation or other age-related issues may occur, particularly with older wines.

Unless agreed in advance by Squelch Marketplace and the seller, Buyer Protection does not normally cover claims made after a bottle has been opened, as opening the bottle materially changes its condition and may make fair assessment or return impossible.

Any authenticity, condition or description concern should be raised before opening the bottle and before the order completes.

If Squelch Marketplace reasonably considers that a wine has been materially misdescribed, is materially different from the listing, or that further review is required, Squelch Marketplace may pause completion of the order while it reviews the matter.

Transport Protection Services

Squelch Marketplace may offer a paid transport protection service for eligible shipments. This service may be subject to approved packaging, approved couriers, declared value limits, evidence requirements, exclusions and an excess.

Where such a service is offered, the specific terms will be provided at the point the service is made available.

Unless Squelch Marketplace has expressly agreed otherwise in writing, sellers remain responsible for choosing an appropriate delivery method and securely packing wine for any journey they arrange. For a duty-paid private-to-private sale, the seller must send the wine to the Squelch Fulfilment Centre, and onward delivery to the buyer will be arranged by Squelch Marketplace or its nominated provider.

Consignment sales (VIP Service)

12. Where a seller uses the option to consign wines for sale, the wine must be delivered to the warehouse or premises nominated by Squelch Marketplace. Where Squelch Marketplace requires consignment for licensing compliance, the seller must not complete or dispatch a direct sale and the wine must not be sold through that route until Squelch Marketplace confirms that the relevant consignment arrangements are in place. You acknowledge that you have read and agree to our Terms and Conditions of Shipping, Storage & Collection.

Misuse of Squelch Marketplace

13. Squelch Marketplace may at our sole discretion and without providing any explanation or justification refuse our services to anyone at any time.
    • You are specifically warned that it is an offence to attempt to buy or sell alcohol without the necessary legal authorisation. It is also a serious offence to attempt to buy or sell alcohol upon which the appropriate duty and taxes have not been paid (except when that alcohol is held and sold on the basis of it remaining in bond or duty suspension)
    • Sellers are responsible for ensuring that their listings and sales comply with all applicable alcohol licensing, excise and customs laws, including the Licensing Act 2003.
    • Squelch Marketplace may suspend or remove any listing, restrict a listing to approved Trade Buyers, require further verification, cancel a transaction before completion, or require a consignment sale if there is any doubt about legal or licensing compliance.
    • You must not use Squelch Marketplace to send or attempt to send unsolicited commercial communications (spam).
    • You agree to use user information only in accordance with applicable laws and regulations (including, without limitation, data protection laws).
14. Without limiting any other remedies, including legal action, Squelch Marketplace may suspend or terminate your account if we have reasonable grounds to believe that.
    1. you have abused our rules these terms and conditions in any way; or
    2. we are unable to verify or authenticate any information you provide to us; or
    3. your actions may cause financial loss or legal liability for you, our users or us.
15. Whilst using the site you will not:
    1. manipulate the price of any item or interfere with other users' listings; or
    2. circumvent or manipulate Squelch Marketplace's fee structure, the billing process, or fees owed to Squelch Marketplace; or
    3. post, list or upload false, inaccurate, misleading or defamatory content (including personal information) ; or
    4. take any action that may undermine the feedback or ratings systems (such as displaying feedback information on, or exporting feedback information to, non-Squelch Marketplace sites, or using it for purposes unrelated to Squelch Marketplace) ; or
    5. transfer your Squelch Marketplace account (including feedback) and User ID to another party; or
    6. distribute viruses or any other technologies that may harm Squelch Marketplace, or the interests or property of Squelch Marketplace users; or
    7. copy, modify, or distribute Squelch Marketplace's copyrighted works or trade marks, or other content from the Site, without our express consent; or
    8. collect information about users, including email addresses, without their express consent; or
    9. post, list or upload content or items in inappropriate categories or areas on the Site; or
    10. breach any laws, sell any counterfeit items or otherwise infringe the copyright, trade mark or other rights of third parties; or
    11. fail to pay for items purchased by you; or
    12. fail to deliver items purchased from you and that the buyer has paid for; or
    13. infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; or
    14. violate any law, statute or regulation (including, but not limited to, those governing liquor licensing, consumer protection, unfair competition or misleading advertising) ; or
    15. be defamatory, libellous, unlawfully threatening or unlawfully harassing; or
    16. attempt to circumvent the Squelch Marketplace system by conducting transactions off the Squelch Marketplace system; or
    17. use Squelch Marketplace's system or information to send unsolicited emails or other messages except as specifically related to a particular transaction; or
    18. abuse or threaten other Squelch Marketplace users or employees; or
    19. link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; furthermore
    20. you cannot list any item on the site (or engage in any transaction that was initiated using our service) that, by paying to us the listing fee or the final value fee, could cause us to violate any law, statute or regulation and you agree to indemnify us for any loss suffered by us or another user as a result of such actions; and
    21. You acknowledge that Squelch Marketplace reserves the right to monitor any and all communications made to us or using our System; and
    22. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Squelch Marketplace site or any transaction taking place on the site. You may not disclose or share your password with any third parties; and
    23. You may not display contact details within your listings or use a listing to solicit potential buyers to contact you via any medium other than the Squelch Marketplace site save as required for invoicing and receipting purposes following the successful sale of an item; and
    24. Squelch Marketplace reserves the right to charge commissions and fees at our usual rates on any transactions executed directly between users (without using our System) who have previously traded with one another on the Website in the previous four weeks.

International Customers

16. If items are being ordered from outside the purchaser's country of residence, import duties and taxes may be incurred once the items reach their destination. Squelch Marketplace is not responsible for these charges and we emphasise that we do not undertake to identify these or make any calculations or estimates in this regard. If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures. The purchaser of the Goods will also be the importer of record and as such should ensure that the purchase is in compliance with the laws of the country into which the Goods are being imported.
    Where you list items on the site that are lying outside the UK or otherwise sold subject to the imposition of UK duties and taxes this must be explicitly stated within your listing description.
    Squelch does not act as importer of record or accept liability for customs clearance or duties.

Intellectual Property

17. Subject to the exceptions in Clause 18, all Content included on the Website including but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Squelch Marketplace, our affiliates or other relevant third parties. By using the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

Third Party Intellectual Property

18. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable. Subject to Clause 19 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

Use of our Intellectual Property

19. Material from the Website and our Systems may not be re-used without written permission.

Links to Other Websites

20. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Squelch Marketplace or that of our affiliates. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

Links to this Website

21. Those wishing to place a link to this Website on other sites may do so only to the home page of the site www.squelch.wine/ without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Squelch Marketplace.

User Accounts

22. In order to use the services and facilities provided by our website you are required to create an Account which will contain certain personal details and financial information. You are specifically forbidden from opening or attempting to open more than one account, other than where you are operating separate accounts for your business and personal use. By continuing to use this Website you represent and warrant that:
    1. all information you submit is accurate and truthful; and
    2. you have permission to submit Payment Information where permission may be required; and
    3. you will keep this information accurate and up-to-date; and
    4. Your creation of an Account is further affirmation of your representation and warranty and acceptance of our Terms and Conditions of Use; and
    5. It is recommended that you do not share your Account details, particularly your username and password. Squelch Marketplace accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you have reason to believe that your Account details have been obtained by another without consent, you should contact Squelch Marketplace immediately to suspend your account. In the event that unauthorised use is made of your account Squelch Marketplace accepts no liability or responsibility for that.
    6. You must be 18 years of age to open an account. Squelch Marketplace may ask for ID verification including copies of photo ID and proof of account registered address.

Fees

23. Unless otherwise stated, all fees are quoted in UK pounds sterling plus UK VAT as applicable. You are responsible for paying all applicable taxes and for all other costs you incur to buy, procure a listing from us or access our servers. We may in our sole discretion add, delete or change some or all of our services at any time. Invoices will be sent electronically. Our current selling Fees are set out in the Fees section of How to Sell. Seller commission is calculated on the total amount paid by the buyer, including the wine price and any duty, VAT, delivery charges or other amounts collected through Squelch in connection with the order.
    Please note that some Squelch Marketplace seller fees are payable whether or not the sale is successfully completed between the buyer and seller.
24. Squelch Marketplace requires all Marketplace users to pay their fees by credit or debit card or bank transfer and the amount of such fees will be automatically debited from the card used at registration once a transaction is concluded. Squelch Marketplace will send you an invoice and confirmation of payment for any fees that are charged. All card payments are processed securely by PCI DSS compliant providers. Squelch does not store or have access to raw card data.

Licence

25. To enable Squelch Marketplace to use the information you supply us with so that we are not violating any rights you might have in that information, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise the copyright, trademarks, database rights and all other intellectual property rights you have in the content, in any media known now or in the future. In addition, you waive all moral rights you have in the content to the fullest extent permitted by law. Squelch Marketplace will only use Your Information in accordance with our Privacy Policy.

Privacy

26. Squelch will process personal data in accordance with UK GDPR and the Data Protection Act 2018. Buyer and seller details are shared where necessary to fulfil the contract, including with appointed fulfilment providers and couriers for the receiving, matching, dispatching and delivery of wine. The lawful basis for this processing is the performance of the contract and our legitimate interests in facilitating transactions. Please refer to our Privacy Policy for further details. A user may request a copy of any personal information we hold by writing to: The Data Controller, Squelch Marketplace Limited, 2a Charing Cross Road, London WC2H 0HF
27. We do not sell or rent your personal information to third parties for their marketing purposes. We use your information only as described in the Squelch Marketplace Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.
28. Our Website enables users to share personal and financial information in order to complete transactions. When users are involved in a transaction, they may obtain access to each other's name, User ID, email address, and other contact information, postal information and financial information. We cannot guarantee that other users will respect the privacy or security of your information. You must respect other users' privacy and you undertake not to store such information unless explicitly approved by the user.
29. You agree that we may use Personal Information provided by you in order to conduct appropriate anti-fraud and anti-money-laundering checks. In the event of your default in a transaction, Personal Information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information
30. In the interests of preventing fraudulent use of credit, debit and charge cards the names, addresses and other information supplied during the registration process will be validated by the card merchant company against commercially available records. By registering with Squelch Marketplace you consent to such checks being made. Any information given may be disclosed to a registered Credit Reference Agency which may keep a record of the information. This is done only to confirm your identity, a credit check is not performed and your credit rating will be unaffected.
31. If you do not wish us to send to you our newsletter and other marketing communications relating to our business by email, you can click the unsubscribe link in any of our marketing emails.

Notices

32. Except as explicitly stated otherwise, notices to Squelch Marketplace shall be sent by registered mail to Squelch Marketplace Limited, 2a Charing Cross Road, London WC2H 0HF, or by email to cheers@squelch.wine which will deem to have been received only when we have responded acknowledging receipt. We shall send notices to you by e-mail or by registered mail or ordinary mail (in our discretion) to the email address or postal address (as applicable) that you provided to Squelch Marketplace when you registered as a member of Squelch Marketplace. Notices sent to you by either e-mail or post shall be deemed to have been received by you 24 hours after they are sent, unless we receive notice that the email address is invalid.

Assignment

33. In our sole discretion, we may assign this User Agreement to a third party by giving you notice in accordance with the Notices section above (and without your prior consent), provided that we assign the User Agreement on the same terms or terms that are no less advantageous to you.

Governing Law and Dispute Resolution

34. This User Agreement and supplementary agreements shall be governed by and construed in accordance with English law. You and Squelch Marketplace both agree to submit to the exclusive jurisdiction of the English Courts. If a dispute arises between you and another user, we strongly encourage you to attempt to resolve the dispute by means of a mediation conducted by a mediation provider accredited by the Civil Mediation Council prior to any further legal action being taken.

Limitation of Liability

35. Squelch Marketplace accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. Users should be aware that they use the Website and its Content at their own risk. In particular (and without prejudice to the foregoing) Squelch Marketplace will not be liable in the following circumstances:
    1. Any calculation as to potential tax or excise duty liability given on the site is for illustrative purposes only and its accuracy is not guaranteed; or
    2. In respect of a seller attempting to sell goods which do not comply with their description; or
    3. In respect of a seller who sells or attempts to sell goods upon which the appropriate taxes and duties have not been paid; or
    4. In respect of a buyer not concluding a purchase; or
    5. In respect of sellers failing to deliver goods.
36. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, or for fraud, or for any other liability that cannot lawfully be excluded under the Consumer Rights Act 2015 or the Unfair Contract Terms Act 1977
37. Whilst every effort has been made to ensure that these terms and conditions and those of supplementary agreements adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
38. Squelch Marketplace acts as agent for a seller where expressly provided in these Terms, including nominated-fulfilment and VIP consignment arrangements. No partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. We and our suppliers provide the Squelch Marketplace Website and our services "as is" and without any warranty or condition, express or implied.
39. We and our suppliers specifically disclaim the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
    As far as possible Squelch Marketplace verifies the identity of all users. However we make no guarantees as to the identity of any user and cannot accept any liability for losses incurred due to fraud or misrepresentation on the part of any user
40. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control.
41. You agree to indemnify us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, against any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your breach of any law or the rights of a third party.

Consignment Terms (VIP Service)

This agreement applies to all wines consigned to Squelch Marketplace.

Title

42. By consigning your wines for sale you warrant that you are the sole owner of the goods and have an unrestricted right to transfer ownership of the items to a Buyer free of all 3rd party rights or claims.

Eligibility for Sale

43. Unless expressly stated by you, you warrant that the goods are eligible for sale in free circulation in the UK and that where the goods have been imported in to the UK by you or on your behalf that all applicable taxes and duties have been paid in full.

Condition of the listings

44. You warrant that you have notified us of all circumstances and details (including storage, reconditioning and other such matters) likely to affect the value or quality of the wine consigned as far as these matters are known to you.

Squelch Marketplace's rights in relation to the sale of the consignment

45. Squelch Marketplace and yourself shall agree a price for your wines.
46. Squelch Marketplace may include an image to illustrate the sale of a listing. Where you have listed a wine for sale prior to consigning it to us or provide an image to us where we are listing the wine on your behalf we reserve the right to edit these images.
47. We may, in our sole discretion, alter the description of any consigned listing including adding tasting notes, modifying references to ullage and similar.
48. We reserve the right to withdraw any listing from sale where we have reasonable doubts about the authenticity, quality, provenance or other matters.
    1. We may withdraw a listing from sale where you as seller commit any serious and irremediable breach of this agreement.
    2. We may withdraw a listing from sale where we believe that the sale of the listing would potentially expose us to legal claims or damage our commercial reputation.

Claims

49. You agree to indemnify Squelch Marketplace in the event of any claim against us relating to a listing sold by consignment, other than where this claim relates to any matter directly between Squelch Marketplace and the Buyer or the Buyer and any representative or agent of Squelch Marketplace.

Payment of Proceeds

50. We will pay you all proceeds of sale less VAT, commission and any other applicable charges within 15 days or within a reasonable time from the receipt of payment from the buyer where payment has not been received from the buyer within 15 days of the sale of an item.
51. Before reselling uncollected goods, Squelch will provide at least 30 days’ written notice to the seller in accordance with the Torts (Interference with Goods) Act 1977.

Transport, Shipping and Storage

52. By consigning items to us for sale you agree to our Terms and Conditions of Shipping, Storage & Collection.

Terms and Conditions of Shipping, Storage & Collection

These terms and conditions apply to all collections, deliveries and any storage arranged by Squelch Marketplace. Where an order follows the standard “Duty-Paid Private Sales: Squelch Fulfilment Centre” route, the specific requirements in that section take precedence to the extent of any inconsistency. The optional VIP consignment terms continue to apply to that separate service.

Prices

53. Shipping prices are non-contractual and may be subject to change without notice.
54. Where storage of listings is required after purchase, listings may be transferred to a Squelch Marketplace reserve or nominated warehouse account. Any storage charge will be at the rate notified by Squelch Marketplace or the nominated warehouse before or when the storage arrangement is made.
55. For the optional VIP consignment service, prices for delivery after sale include repacking into suitable protective packaging prior to shipment. For other transactions, any repacking arrangements will be as specified for the relevant delivery service.

Consolidation of listings for shipment

56. If several consigned listings are purchased together or within a short time frame we will endeavour to ship these items together to minimise transport costs. However we cannot be held responsible for any failure to do this or any additional costs arising from non-consolidation of shipments.

Other methods of shipment

57. Where our advertised delivery methods are not available we reserve the right to use other methods to deliver your wine to you.
58. We may from time to time opt to ship listings within a single consignment via separate methods. Without detriment to clause 4 above, where we opt to split a shipment this will be at our own cost.

Time and speed of Delivery

59. Squelch Marketplace shall ship goods within a reasonable time from the date of purchase. We aim to dispatch items within 7 days of purchase but where consigned items are stored at premises other than the nominated fulfilment location this period may be extended to 21 days.

Insurance & Risk

60. Where Squelch Marketplace has arranged insurance for consigned items, the scope and period of cover will be as notified for the relevant consignment. Unless otherwise explicitly agreed in writing, sellers should not assume that wine is insured by Squelch Marketplace while it is in transit to a nominated warehouse or premises.
61. Squelch Marketplace does not acquire ownership of wine merely by arranging its receipt, handling, storage or onward delivery. As between the seller and buyer, ownership and risk pass in accordance with their sale contract and applicable law. Receipt at an intermediate Squelch Fulfilment Centre does not, of itself, constitute delivery to the buyer or transfer delivery risk to the buyer.
62. For the optional VIP consignment service, shipping and insurance arrangements remain subject to the terms notified for that service and applicable law. For standard duty-paid private-to-private orders routed through the Squelch Fulfilment Centre, the seller arranges the inward journey and Squelch Marketplace or its nominated provider arranges onward delivery. Insurance or transport protection for either journey applies only to the extent expressly confirmed for that shipment; any sums recovered under applicable cover will be dealt with under its notified terms, including any excess.
63. A buyer may have separate statutory or contractual rights against a card issuer or payment provider. Nothing in these Terms permits double recovery for the same loss.
64. All notifications of loss, damage or short delivery must be made to Squelch Marketplace as soon as possible and confirmed in writing within 7 days of receipt of the goods.
65. No liability or responsibility can be accepted by Squelch Marketplace, our insurers or agents where goods have been signed for without first being checked, including items signed for as 'unchecked'.

Agreement With Buyers Of Wines Sold By Consignment (VIP service)

Definitions:

• Consigned to us for sale ‐ Wines offered by their respective Sellers through Squelch Marketplace under our consignment service, with Squelch Marketplace acting solely as agent on behalf of the Seller. Squelch Marketplace does not purchase or take ownership of the wine, and the contract for sale remains between the Seller and the Buyer.
• Seller ‐ The consignor of the listing or listings for sale
• Buyer ‐ Any person opting to purchase a listing via the 'Buy Now' option
• Listing ‐ An identifiable parcel of wine offered for sale. Contracts for sale are for a specific listing.

Our Role

66. Where listings have been consigned to us for sale, Squelch Marketplace acts solely for and in the interests of the Seller. We do not act for Buyers and do not give advice to Buyers. When we make statements about a Listing or provide information about the condition of a listing we do so on behalf of the Seller of the Listing. Buyers may wish to take independent advice on Listings and their value before purchase. www.wine-searcher.com can assist Buyers in this respect.
67. Where listings have been consigned to us for sale, the Seller has authorised Squelch Marketplace to sell their Listing(s) as an agent on behalf of the Seller and Squelch Marketplace acts only as agent for the Seller. Any statement or representation we make in respect of a Listing is made on the Seller's behalf and any contract for sale is between the Buyer and the Seller and not with us.
68. For consignment sales where Squelch sells on behalf of a private seller and the buyer is acting as a consumer, the buyer will have any rights that apply under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, including any applicable 14 day cancellation period unless an exemption applies. Returns and cancellations will be handled in accordance with these regulations.
    This cooling off period applies only to consumer buyers and does not apply to buyers purchasing in the course of business.
69. Squelch Marketplace does not owe or undertake or agree to any duty or responsibility to you in contract or tort (whether direct, collateral, express, implied or otherwise). If you successfully buy a listing via the ‘Buy Now' option, at that stage we do enter into an agreement with you as the Buyer.

Descriptions of listings

70. Each listing is sold by its respective Seller to the Buyer of the Listing. Squelch Marketplace reserves the right to use stock photographs unless these would be unrepresentative of the condition of the listing(s) offered for sale.

The Seller's responsibility to you

71. Save as described in Clause 71, the Seller does not make or agree to make any representation of fact or contractual promise, guarantee or warranty and undertakes no obligation or duty, whether in contract or in tort (other than to the eventual Buyer as set out herein), in respect of the accuracy or completeness of any statement or representation made by him or on his behalf which is in any way descriptive of any listing or as to the anticipated or likely selling price of any listing. Other than as set out herein, no statement or representation in any way descriptive of a listing is incorporated into any Contract for Sale between a Seller and a Buyer.

Squelch Marketplace's responsibility to Buyers

72. Save as described in Clause 71, Squelch Marketplace does not make or agree to make any representation of fact, and undertakes no obligation or duty (however arising) in respect of the accuracy or completeness of any statement, representation or description made by Squelch Marketplace or on Squelch Marketplace's behalf which is in any way descriptive of any listing offered on the site. No statement or representation by Squelch Marketplace or our behalf in any way descriptive of any listing is incorporated into this agreement.

Alterations

73. Squelch Marketplace may, at its sole discretion, amend listing descriptions relating to listings sold by consignment before or during a sale. Amendments may not always beflagged within the description of a listing.

Contracts between the Buyer and Seller and the Buyer and Squelch Marketplace

74. When an item is purchased via a 'Buy Now' option, a contract for sale of the listing will be entered into between the Seller and the Buyer. You will be liable to pay the buy now price plus any VAT and duty payable if you require the wine to be removed from Bond. Squelch Marketplace will collect the amounts owing under this contract on behalf of the seller.
    At the same time, a separate contract is also entered into between Squelch Marketplace and the Buyer and you agree to pay Squelch Marketplace any buyer's premium and VAT advertised as applicable to the listing.

The Seller's and/or Squelch Marketplace's liability

75. Other than any liability of the Seller to the Buyer of a Listing under the Contract for Sale, and save as described in Clause 71, neither we nor the Seller are liable for any error, misdescription or omission in any description of a listing whether contained within the listings description or otherwise, whether given orally or in writing and whether given before or during the listing of the item.
76. Under all circumstances neither we nor the Seller will be liable for any loss of business, profits, revenue or income, or for loss of reputation, or for disruption to business or wasted time on the part of management or staff, or for indirect losses or consequential damages of any kind, irrespective in any case of the nature, volume or source of the loss or damage alleged to be suffered, and irrespective of whether the said loss or damage is caused by or claimed in respect of any negligence, other tort, breach of contract (if any) or statutory duty, restitutionary claim or otherwise.
77. In any circumstances where we and/or the Seller are liable in relation to any listing, whether in damages, for an indemnity or contribution, or for a restitutionary remedy or otherwise, our and/or the Seller’s combined liability will be limited to a maximum of the Purchase Price of the listing, irrespective of the nature, volume or source of any loss or damage alleged or sum claimed, and irrespective of whether the liability arises from negligence, other tort, breach of contract, statutory duty or otherwise.
78. Nothing set out above will be construed as excluding or restricting (whether directly or indirectly) our liability or excluding or restricting any person's rights or remedies in respect of any other liability to the extent the same may not be excluded or restricted as a matter of law. The same applies in respect of the Seller, as if references to us in this paragraph were substituted with references to the Seller.

Contract between Squelch Marketplace and the buyer

This contract governs the relationship between Squelch Marketplace and the Buyer of any listing(s) sold by consignment.

79. This agreement shall be treated as including all clauses above under our notice to buyers.
80. Squelch Marketplace acts as an agent for the Seller and has no responsibility to you for any breach of contract or other default by the Seller.
81. Where the Buyer is a consumer, risk in the goods passes in accordance with applicable consumer law. In other cases, risk passes to the Buyer once the Buyer has committed to purchase the listing and payment has been confirmed, unless otherwise agreed.
82. Title to the goods will remain with the Seller until Squelch Marketplace has received cleared funds whereon it will pass to the Buyer.
83. We will release the listing(s) to the Buyer on receipt of cleared funds, subject to any rights of retention contained in this agreement which may be held by Squelch Marketplace or the seller.
84. Payment for wines sold on consignment with Squelch Marketplace should be received as cleared funds within 7 days of the date of invoice. Where payment has not been received, Squelch Marketplace may use any payment method lawfully authorised for that purpose or contact the buyer to arrange payment. Where the buyer is acting in the course of business and payment is received later than 7 days from invoice, Squelch Marketplace reserves the right, where applicable, to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. That statutory interest provision does not apply to consumer buyers. This clause does not apply to invoices where a seller invoices a buyer themselves, for example direct Marketplace listings. Payment can be made by the following methods:
85. Payment
    1. By bank transfer: you may pay for any listings invoiced by us by Bank Transfer. Please make payments to Squelch Marketplace Ltd, Lloyds Bank, Sort Code 309950, Account No. 85651468 and include your name and the relevant invoice numbers in the transaction reference.
    2. By Credit or Debit Card
    The amount received by Squelch Marketplace should not be less than the amount invoiced to you. You may need to make additional allowances for bank fees and currency conversions.
86. We may deduct and retain for our own benefit from the monies paid by you to us the Commission payable by the Seller in respect of the Listing as well as our commissions and VAT and any interest earned until payment to the Seller.
87. Until you have paid the Purchase Price and our commissions in full the Listing will be either be held by us as agent on behalf of the Seller or held by any warehouse we may use as agent on behalf of the Seller and ourselves on the terms contained in our Terms and Conditions of Shipping & Storage.
88. We will store the listing for you until you request us to arrange delivery of the listing or to make it available for collection. If delivery, collection or longer term storage has not been explicitly arranged with us within 2 weeks of a sale you will be charged £2 per week per case or part case for storage.
89. Buyers wishing to collect listings or to have them stored or delivered should refer to our Terms and Conditions of Shipping and Storage.
90. If, three calendar months after the sale, any listings remain uncollected or undelivered and we have not received explicit instructions to store the listings on your behalf, Squelch Marketplace reserves the right to sell the goods in question to recover storage fees.
91. We will not be liable to you for any loss of business, business profits, revenue or income or for loss of business reputation or for disruption to business or wasted time on the part of the Buyer’s management or staff or, if you are buying the Listing in the course of a business, for any indirect losses or consequential damages of any kind, irrespective in any case of the nature, volume or source of the loss or damage alleged to be suffered, and irrespective of whether the said loss or damage is caused by or claimed in respect of any negligence, other tort, breach of contract, statutory duty, bailee’s duty, a restitutionary claim or otherwise.
92. Unless you buy the Listing as a Consumer, in any circumstances where we are liable to you in respect of a Listing, or any act, omission, statement, representation in respect of it, or this agreement or its performance, and whether in damages, for an indemnity or contribution or for a restitutionary remedy or in any way whatsoever, our liability will be limited to payment of a sum which will not exceed by way of maximum the amount of the Purchase Price of the Listing plus buyer’s premium (less any sum you may be entitled to recover from the Seller) irrespective in any case of the nature, volume or source of any loss or damage alleged to be suffered or sum claimed as due, and irrespective of whether the liability arises from negligence, other tort, breach of contract, statutory duty, bailee’s duty, a restitutionary claim or otherwise.

We will not be liable, whether in negligence, other tort, breach of contract, statutory duty, in restitution, under the Misrepresentation Act 1967 or in any other way, for any lack of conformity with, or any inaccuracy, error, misdescription or omission in, any description of the listing or any entry or estimate in respect of it, whether made by us or on our behalf or by or on behalf of the seller (whether made on our website, by email, in writing, orally or otherwise) and whether made before or after this agreement.

These Terms constitute the entire agreement between the parties. If any part of these Terms is found to be invalid or unenforceable, the remaining terms will continue in full force and effect.

Payment Provider (Ryft Pay) Terms and Conditions

Ryft Pay is regulated by the Financial Conduct Authority (FCA) as an Authorised Payment Institution (No. 972895) and used as our payments partner and handles payments on our behalf.

Ryft Pay's Terms and Conditions can be found here .