Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By using the services provided Mindful Industries Ltd., you agree to comply with and be bound by these Terms of Service.
Last Updated: May 15, 2019
These Terms of Service constitute a legally binding agreement between you and Mindful Industries Ltd. governing your access to and use of the services provided by the Mindful Store.
The Site, Application and Mindful Industries Ltd. Services together are hereinafter collectively referred to as the "Mindful Store".
When these Terms mention "Mindful Store", "we", "us", or "our" it refers to the Mindful Industries Ltd. Company you are contracting with.
When these Terms mention "partner", "brand", "you", "your", or "they" it refers to the partnering brand that currently is or planning to contract with Mindful Industries Ltd.
Wherever you reside, you are contracting with Mindful Industries Ltd. (11684593).
Table of Contents
- Scope of Mindful Store Services
- Modification of these Terms
- Store Venue
- Subscription Contract
- Payments & Cancellations
- Initial Stock Fulfilment and Replenishment
- Provision of Retail Space and Display
- Brand Generated Content
- Mindful Store Generated Content
- Product Safety & Liability
- Product Labels
- Product Purchasing
- Ratings and Reviews
- Product Exchange
- Product Returns and Refunds
- Accidental Damage
- Sustainability Compliance
- POS Processing Fees
- Contact Details
1. Scope of Mindful Store Services
1.1 Mindful Store is the first sustainable phygital (physical merged with digital) store in Europe, where sustainable brands are able to display their product, reach the end consumer and get insightful data on their progress, all on a monthly subscription basis. We bring all of the modern sustainable goods together in one space to offer a greater variety to the end consumer. We focus on building brands instead of chasing sales commissions. Our ultimate vision it to make retail sustainable, smart and simple.
1.2 We are taking a completely new and innovative approach to general retail called "Retail-as-a-Service", where we charge brands solely on a monthly subscription fee basis for our services. The reality of today is that when people go into stores, they're really in a research and learning mode and a lot of the purchases are happening not in the store but online at the brand's website, marketplaces or somewhere else. With our subscription business model we help brands get their product discovered and give them access to retail spaces without the high entry barriers or the need of wholesalers in order to reach the end consumer. There are no margins for us to compete for, and unlike in traditional retail our brands get to sell at their own price and keep all the revenue. The key goal here is the discovery process, as customers can simply purchase these products online at a later stage from the official retailer or other marketplaces that our brands are already working with.
2. Modification of these Terms
2.1 Mindful Store reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on our website and update the "Last Updated" date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the services offered by Mindful Store will constitute acceptance of the revised Terms.
3. Store Venue
3.1 Mindful Store is a retail venue which allows consumers to purchase directly from sustainable brands, both from our retail locations and online shop. Mindful Industries Ltd. (Mindful Store) is not involved with any transaction between the consumer and the partner brand, nor does it transfer the legal ownership of the products. It is the brands that are selling directly to the consumer through us. Mindful Store has no control over the quality of the products made available by the partner brands in either our retail locations or online shop.
4. Subscription Contract
4.1 The brand is responsible to fulfil any duties/responsibilities associated with the contract and stated in the additional terms provided specific to each brand.
4.2 The correct signatory, which has significant authority and clearance within the company must sign the contract.
4.3 The contract is confidential and must not be shared with third parties or public and must only be viewed by relevant bodies.
4.4 No amendments to be made to the contract without our approval. Please inform us ahead of signing an we will send another one if necessary.
4.5 The complete subscription coverage, pricing, subscription length and additional terms are outlined in the contract that is signed between the partnering brand and the Mindful Store.
4.6 Once the contract is signed, it becomes a legally binding document, through which both parties are legally accountable and responsible for. No alterations or cancellations can be made once the document is signed, unless a valid reason is provided and is first approved by us.
4.7 Once the contract has been signed, it must be returned to us within five (5) working days, or the brands risks losing the pre-booked retail space.
4.8 The subscription coverage only starts from the date stated on the contract start date, and all contracts and invoices must be signed and paid before the start date.
4.9 Upon the signing of the document, we will send an initial invoice five (5) working days prior to the start date. A recurring invoice used to pay for the ongoing subscription will also be sent five (5) working days prior to the corresponding start date in order to continue the term length.
4.10 All invoices must be paid within five (5) working days, from the issue date, otherwise you risk paying additional fees or having your subscription cancelled.
4.11 Mindful Store will not begin store operations until the first invoice has been fully paid by the partner brand, however we can start to accept stock in the meantime if necessary.
4.12 As the subscription continues, we will reissue an invoice for our subscription services, plus any additional costs and add-on services where applicable 1 week before the date that the subscription is supposed to carry over and continue as of normal, until its termination/finish date.
4.13 Two weeks prior to the subscription ending date, we will send a notification reminding the partner brand that their subscription is due to expire. If the brand wishes to continue and proceed with the renewal of the subscription a new contract will be sent out by us. We may require additional stock replenishment or fulfilment as well.
4.14 If the brand wishes to finish their association with us, then the stock with any additional display and marketing contents will be sent back at the cost of the partner brand. If the partner brand doesn't wish to receive back its stock, we will donate it to a partner charity.
4.15 If we do not receive a response from the brand seven (7) days after their contract has come to an end, we will clear out the display space and allocate it to someone else. If we do not receive a response within fourteen (14) days, any remaining stock and display items will once again be donated to a partner charity.
4.16 In the event that the partner brand constantly pays issued invoices late or performs any of their contractual duties late, or becomes bankrupt or insolvent, Mindful Store may at any time thereafter, terminate the contract between the partner brand.
5. Payments & Cancellations
5.1 Without limiting our rights specified below, Mindful Store may terminate this Agreement, in its sole discretion and with or without cause, at any time by giving you thirty (30) days' notice by phone or email via the partner's person of contact.
5.2 Mindful Store may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under these Terms, the Payments terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Mindful Store believes in good faith that such action is reasonably necessary to protect the personal safety or property of Mindful Store, its Members, or third parties.
5.3 There shall be no refunds or alterations granted to the brand unless valid reasonable circumstances have been provided by the brand, which will be dealt with on a case by case basis. We also reserve the right to choose whether to, grant the refund or cancelation notice, or not.
5.4 The brand is liable to pay every monthly invoice sent by us, until the end of the subscription period outlined in the initial contract.
5.5 Partner brands are liable to pay for their subscription invoices within five (5) working days, from the issue date. The brands recognise that damages will be suffered by Mindful Store on account of late payments which will be difficult and impractical to quantify. Accordingly, if the partner brand fails to pay rent on time, an additional sum equal to ten percent (10%) of the monthly rent will be incurred on top of the initial invoice.
5.6 The contract cannot be cancelled until the end of the stated contract period, unless an agreement has been reached by both parties on reasonable terms. If an agreement is reached an early cancellation fee will apply and must be paid by the partner brand for early termination.
5.7 The cancellation fee will entail a payment of half the remaining contract balance in a single payment. Those are the months that still have not been paid for, but have been contractually obligated to be paid for.
5.8 Following this all the partner's products will be removed from the store the next working day, and will be sent back to the partner brand. The shipping costs for the stock return must be paid by the partner brand and not the Mindful Store. If payment is not made, the brand is encourage to physically collect the remaining stock free of charge. If this is not done after a fourteen (14) day period we will claim complete ownership of the remaining stock, and donate it to a charity. If the brand refuses to continue with the contract and decides to not pay the associated cancellation fees, legal actions will take place against the partner brand.
6. Initial Stock Fulfilment and Replenishment
6.1 We do not claim any ownership whatsoever on the stock or any material that the brand provides us with, as we act on behalf of these brands as disclosed facilitating agents.
6.2 For the initial stock fulfilment we ask our partner to send us the agreed amount of stock, as outlined in the contract, along with any extra display and brand image material that you wish to display.
6.3 Stock should be sent before the contract start date, however we understand that complications may occur and the stock delivery may be delayed due to circumstances outside of the brand's control. If we receive no stock prior to the beginning of the subscription start date, then we will still continue the subscription, however may utilise the allocated space as we see appropriate until the stock has been received. If the brand sends less stock than initially agreed then we may request more depending on customer demand. If the brand sends over 20% more stock than initially agreed, additional charges will be applied for the storage of these goods elsewhere, as space is limited.
6.4 During the subscription we will request stock replenishments to facilitate for further customer demand. We will notify brands according, ahead of time, when stock levels drop below ten percent (10%) of their agreed stock fulfilment amount. If the brand fails to provide us with stock within fifteen (15) working days of the initial request, we have to right to cancel the subscription in order to provide space for compliant brands. The previous applies, unless initially agreed in the contract with us to solely use the space for marketing purposes.
6.5 The brand is always responsible for paying any shipment and customs costs associated with the initial stock fulfilment and any further stock replenishments, whilst they are in partnership with us under the subscription, this includes returns of unsold items if necessary and refunds where applicable. Any customs charges and fees must be prepaid or an invoice will be issued for which the brand must pay, or the equivalent sum will be taken out of remittance payments. We are not liable if the stock is lost or damaged during shipment. The brand will have to deal with the shipment carrier directly to resolve the issue. Thus we strongly recommend that all stock is insured for the value of the goods when being shipped.
7. Provision of Retail Space and Display
7.1 Mindful Store will aim to allocate around 0.045m3
of display space to any given brand as part of the default subscription package, however some space limitations may apply. We aim to provide display space which is 50cm in length, 30cm in width and 30cm in depth, although some dimensions may vary thus we cannot guarantee these exact dimensions. In some instances the retail space may be split over two or more different areas, however the total are will still remain at 0.045m3
7.2 If the brand requires minimal space, an agreed discount will be applied to the subscription price and around 0.0225m3
of space will be allocated. This applies to brands which solely wish to display no more than one product in their product range. Once again, the space provided is not solely based on 25cm in length, 30cm in width and 30cm in depth.
7.3 We retain the right to move your display space to any other part of our store, in the event of redesign or space optimisations. We cannot allocate more space for any given brand, unless previously agreed upon in the contract agreement, through which an additional fee is incurred. For product articles (e.g. clothing), which are more difficult to measure in terms of volume, exceptions may apply.
7.4 The retail space that we provide is under our ownership, therefore brands do not own the space indefinitely. A partner can themselves provide any additional display material or casing to further promote their brand, as long as it meets our store guidelines. We will provide the basic initial items necessary for display purposes as part of the starting subscription coverage, some limitations may apply.
7.5 We cannot display two different brands in one space, an additional subscription space will have to be purchased in order to facilitate for that. If the brand is working with a distributer, anything related to the distributing brand will not be shown on the display. The brand cannot make alterations whatsoever to the store design, space or shelving, only to their own display material, unless prior negotiated and agreed upon with Mindful Store.
8. Brand Generated Content
8.1 Generated content refers to material (including without limitation text, images, audio material, video material and audio-visual material) that you submit as part of the brand's content for display, social media or website purposes. Upon prior agreement with the brand, we under your permission, have the right to distribute your user content in any existing or future media as part of the Mindful Store brand. In some cases your content may be preliminary approved by us.
8.3 Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
8.4 Your user content and its publication in our physical store, online website and social media must not: be libellous or maliciously false; be obscene or indecent; infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right; infringe any right of confidence, right of privacy, or right under data protection legislation; constitute negligent advice or contain any negligent statement; constitute an incitement to commit a crime; be in contempt of any court, or in breach of any court order; be in breach of racial or religious hatred or discrimination legislation; be blasphemous; be in breach of official secrets legislation; be in breach of any contractual obligation owed to any person; depict violence in an explicit, graphic or gratuitous manner; be pornographic or sexually explicit; be untrue, false, inaccurate or misleading; consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage; constitute spam or be clickbait; be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory; cause annoyance, inconvenience or needless anxiety to any person.
9. Mindful Store Generated Content
9.1 The partner brand grant us the right to produce media content, which features their products and brand, in terms of physical advertisement, social media content, website content and promotional content when they sign the subscription contract to feature their products under our brand. The brand also grant us the right to promote their products and brand using third party marketing services.
10. Product Safety & Liability
10.1 Mindful Store does not carry any liability when it comes to product safety. As we operate as disclosed facilitating agents, we do not own or technically sell any products. It is the partner brands who sell directly to the consumer through our retail space, thus all brands must abide to all relevant UK product regulations and safety terms, most of which are outlined below. All brands, where applicable, must comply with the acts outlined below for their relevant category in order to sell their products through the Mindful Store.
10.2 By law all products sold to consumers must be safe. The main responsibility of this falls on the producers or manufacturers as detailed by gov.uk (https://www.gov.uk/guidance/product-safety-advice-for-businesses
10.3 Brands are responsible and liable to make sure that all their products, which are being sold through us, comply with the General Product Safety Regulations 2005 (GPSR) and have been demonstrated appropriately. The General Product Safety Regulations 2005 (GPSR) require all products to be safe in their normal or reasonably foreseeable usage and enforcement authorities have powers to take appropriate action when this obligation isn't met.
10.4 Brands have to comply with the Food Safety Act 1990, which provides the framework for all food legislation in the England, Wales and Scotland. We are not liable for the quality of food that is provided by the brands themselves. As mentioned only liable to the extent of the sell by date and appropriate storage conditions. We do not require food premises approval as food is less than 25% of our trade, we do not handle any wild game meat products and do not sell food outside the county that our business is registered in.
10.5 Brands must comply with the provisions of the Toys (Safety) Regulations 2011 for toys placed on the market. The main requirements are that toys must: satisfy the 'essential safety requirements' in the regulations; be properly marked to ensure traceability; bear the CE mark; be accompanied by instructions for use, and warnings where necessary. Technical documentation and a description of the conformity assessment method used for each toy must be available. As distributors, we have no obligations related to technical documentation but must comply with a request for information or documents regarding the toy's compliance with the safety requirements.
10.6 Brands must comply with the provisions of the Cosmetic Products (Safety) Regulations 2008, which specify that no person shall supply a cosmetic product which may cause damage to human health. All cosmetic products must be clearly labelled. In certain circumstances, additional product information and labelling will need to be displayed near to the products in the retail establishment.
10.7 Brands must comply with the Dangerous Substances and Preparations (Nickel) (Safety) Regulations 2000. These regulations state that no person shall supply and post assembly intended to be inserted into a pierced ear or other pierced part of the human body if that post assembly contains nickel or a nickel compound, unless compliant with the regulation.
10.8 Brands, and sometimes others involved in a product's supply chain, are liable for their products under the Consumer Protection Act 1987. The only aspect to which we take liability is to not display products past their sell by date and keeping the products in appropriate storage conditions.
10.9 If a product is deemed unsafe and causes personal injury or death to any person, or damage to private property, you could be sued for compensation. For this reason, many businesses take out appropriate product liability insurance.
10.10 Brands must comply with the provisions of the Consumer Rights Act 2015, which consolidates existing consumer protection law legislation and also gives consumers a number of new rights and remedies. The act replaces three major pieces of consumer legislation, the Sale of Goods Act, Unfair Terms in Consumer Contracts Regulations 1999 and the Supply of Goods and Services Act 1982. Thus, making some changes to rights to return faulty goods for refund, replacement or repair, and adding new rights on the purchase of digital content. Because of the act, the law is clearer and easier to understand, meaning that consumers can buy and businesses can sell to them with confidence.
11. Product Labels
11.1 The brand must make sure that the product labels and/or packaging carry all the necessary additional markings as required by UK law, as this is the responsibility of the brand. All food and drink products must show certain basic information and list of the ingredients.
11.2 The brand might also have to show certain warnings as detailed in the gov.uk Food Packaging and Packaging guide (https://www.gov.uk/food-labelling-and-packaging
). This includes the display by and expiry dates, as we will not hold any liability for incorrect product labelling.
11.3 Country of origin labelling is, generally speaking, not compulsory in Britain and the EU. The brand does not have to state that their products are "Made in Britain". However, it is necessary to have a label or origin if, as without such a label, the consumer could be misled as to the true origin of the product. Fraudulent origin labelling is illegal. Removing labels of origin from a product made outside of Britain and attempting to sell it as made in Britain is strictly not allowed, is considered as fraudulent, and is illegal.
11.4 Mindful Store does not carry any responsibility for the safety and/or correct labelling of any products sold through our store. We act as facilitators and thus all the liability falls on the brands which manufacture these products.
12. Product Purchasing
12.1 When a consumer makes an instore purchase through one of our retail locations, depending on stock levels, we will provide the consumer with the partner brand's product directly. Payment will be accepted by both cash or debit/credit cards, through which a debit/credit card processing fee will apply by the POS provider. When depositing cash into our online banking system, a small charge by the bank may apply depending on cash levels, which will be taken out during the brand's remittance payment where applicable.
12.2 When a consumer makes an online purchase through our online store, when applicable, we will utilise the process of drop shipping, which entails the partner brand to directly ship to the consumer's address and the partner being responsible for the shipping costs. On other occasions we will send the parcels ourselves, this will mostly occur when the consumer purchases from more than one brand on our online store. This is done in order to further minimise the pollution and the environmental impact caused by the delivery. The associated shipping costs will be transferred on to the consumer. Once again a debit/credit card processing fee applies to the product purchased on our online store, this fee will be taken out during the remittance period and will be stated on the invoice.
12.3 When a consumer makes a purchase through the partner brand website, the brand itself responsible for providing the consumer with the correct product. When a consumer make a purchase through a third party, distributer or an online marketplace, the relevant party is then responsible for providing the consumer with the product. We have simply redirected the consumer to your online store or to an alternative sales channel of the relevant party.
13. Ratings and Reviews
13.1 Within a certain timeframe after purchasing a product, the consumer can leave a public review and submit a star rating about each product. Any Ratings or Reviews reflect the opinion of individual consumers and do not reflect the opinion of the Mindful Store. Ratings and Reviews are not verified by Mindful Store for accuracy and may be incorrect or misleading.
13.2 Ratings and Reviews by consumers must be fair, truthful and factual and may not contain any offensive or defamatory language. Consumers and brands are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about a brand.
13.3 We will aim to get an honest review from the consumer on their overall satisfaction with the product. The testimonial will either be captured online or instore, we then have the right to share this testimonial on our social accounts, online website or physical store. If the review proves to be constantly negative towards a specific product we will pass this information on the brand as a way of improving various aspects of their product.
14. Product Exchange
14.1 In accordance with the Consumer Rights Act 2015, Mindful Store will facilitate a fair instore exchange on the product being exchanged for an equivalent product made by the same brand or somewhat similar product in the brand's product range (charge mark-up price if applicable). The extent of the exchange depends on the condition of the product, the consumer circumstances and a valid reason. The product must be brought into the store and not be completely depleted in order for an exchange to take place, stock limitations apply. At no point may an exchange of products occur between a differing brand and the brand of the product being exchanged, as a refund must first be filed.
14.2 If the product is purchased online, we will request images and a valid reason for an exchange from consumer. If a valid reason exists, we will simply replace the same product or similar alternative produced by the same brand (charge mark-up price if applicable), instead of requesting the consumer to ship it back to us.
15. Product Returns and Refunds
15.1 Instore refunds will proceed with us refunding the consumer in the initial amount paid given a valid reason, that is in line with the Consumer Rights Act 2015. If it is past the 30 days point, we will take the initiative and decide for ourselves if a refund is feasible. The cost of the refund will be put forward to the partner brand itself, and will be stated on the remittance invoice return. Depending on the product, we may request the consumer to return the item in order to receive a refund. Once we have received the product, depending on the condition, we will proceed to sell it or return it to the partner brand.
15.2 Online refunds will take a similar approach, we may request the product to be sent back to us in some circumstances. We will issue a full refund where deemed necessary and state this on the remittance form to the partner brand.
16. Accidental Damage
16.1 Accidental damage of the product may happen on the side of the consumer or the Mindful Store employee and cannot be foreseen. Appropriate measure will be taken to counteract these measure. Depending on the extent of the damage, the product may be still sold. If deemed unsellable, we will utilise one of the display samples as an actual trade product, which was initially agreed upon in the first stock fulfilment procedure.
17.1 We do aim to take the utmost care of the products whilst they are at the Mindful Store, however, stock shrinkage can happen for a number of reasons with theft (shoplifting) being the most common. Our insurer, as is common in the industry, does not provide cover for non-forced theft under any circumstances (such as shoplifting). Note that our store is monitored with CCTV and we prosecute all instances of theft, with the CCTV footage being handed over to the Police, when necessary.
17.2 Another reason for stock shrinkage is damage. If a customer damages a product, and we are aware at the time that this has happened, then we will ask the customer to purchase the damaged item, so long as the reason for the damage was not caused by a fault or an inadequate display. If the damage is discovered after the event and the customer has already left then, unfortunately, our policy does not provide any insured compensation and you must refer to your own insurance cover.
17.3 The partnering brands products are covered by our insurance policy against major events such as fire, flood and forced-burglary. This only applies whilst the products are physically located on our premises and only during the period between the start date and the end date of your rental period inclusive. The partnering brand's products are not covered by our insurance policy if they are not located on our premises or before brand rent has started or after it has ended. Any period of storage after the brand's rental agreement has ended is therefore not covered unless you have renewed your contract by renewing your subscription.
18. Sustainability Compliance
18.1 We choose brands for our stores based on their sustainability values. We use this as a criteria and if at any point we believe the company has been falsifying, abusing or greenwashing the benefits of their products and the overall brand itself, we retain the right to terminate the contract if the true sustainability factors do not meet our guidelines.
19.1 During the year we will reach out to brands to recommend the integration of offers and discounts to be applied to their products. The offer/discount will only apply with prior notice and agreement from the partnering brand as we do not own or claim property of the stock.
20.1 Mindful store will be actively promoting partnering brands and their product range online and offline. This sort of marketing may take various shapes and form and range from, but not limited to paid online advertising, social media content, instore events and physical marketing. More explicit marketing efforts and activities in regards to each brand will be stated in their respective contract. Upon the signing of the subscription contract, the partner brand grants us all rights to use their products and brand for any marketing purposes deemed necessary to promote their brand image overall. The brand also holds the right to declare, ahead of time, if they wish to limit our marketing efforts on their brand specifically.
21.1 Any additional services will be either stated in the initial contract or advertised on our website for later purchase. A one-off payment invoice will be issued upon the purchase of these services.
22.1 All the sales made by the partner brands that occur through our physical store or online shop are automatically stored on our central server. Every two (2) weeks we will verify your transactions in order to produce a remittance statement and remit the total sales specific to each brand to the designated bank current account. We do not charge any sales commissions, however a debit/credit card processing fee will be applied to each customer transaction. This includes instore and online sales and constitutes as the process of self-billing. The monthly remittance payments may occur on any day of the month, and depends on the subscription start date. The funds are usually received by the partner's bank on the next working day, however in some cases it may take longer.
22.2 At the brands discretion we can perform a currency conversion at the live current exchange rate provided by our TransferWise bank account. Please be informed that there will be a small fee associated, which will be passed on to the brand.
22.3 To facilitate for this unique business model, Mindful Industries Ltd. utilises two business current accounts. One account is set up with NatWest Bank Plc and is used mainly for subscription fees, service invoicing, business expenses and operations. Another account is set up with TransferWise Bank which facilitates for all the product sales and remittance payments. Mindful Store's revenue is justified by the revenue that we actually keep and not the transactions that are undergone to facilitate for the sale of product on our partners behalf.
23. POS Processing Fees
23.1 For every transaction between the consumer and the brand a small debit/credit card processing fee will be applied by any POS system that we use, which is an industry standard. This amount is a percentage of the good sold and/or small additional fee. This varies with POS system, which may be changed during the brands subscription period by our store. As every brand will have their own rate of sale, the Mindful Store cannot amount for it in the subscription fee, therefore all debit/credit card processing fees will be taken out directly during the remittance period for each brand.
24.1 VAT On Our Services
24.1.1 All fees are stated net of VAT and, if applicable, subject to reverse charge in your country (Art. 196 of the EU VAT Directive).
24.1.2 Mindful Store acts as a Disclosed VAT Agent for these partner brands (principals), and is itself registered for VAT (VAT: 321 6520 39). Please refer to section 22 onwards of VAT guide (VAT Notice 700) if you have any queries (https://www.gov.uk/guidance/vat-guide-notice-700#section22
24.1.3 We are required to charge all UK businesses the current VAT rate of 20% on top of all listed prices for our services. These include, but not limited to, subscriptions fees and any additional services we provide.
24.1.4 We do not charge VAT on our services when we are dealing directly with EU businesses, if they are themselves providing us with goods or services (https://www.gov.uk/vat-businesses/vat-services-to-eu-businesses
). The partner brand is also subject to reverse charge in their country (Art. 196 of the EU VAT Directive), therefore the partner brand must state in their own country that they are receiving services from a UK business and must account for that service, even if the partner brand doesn't pay or reclaim VAT. We will always require the partner brand's VAT number for EU, in order to back up the statement of not charging VAT, if asked by local authority.
24.1.5 If the brand is working with us though a UK distributor and the distributor provides us with goods and receives all the remittance payments then we are required to charge VAT on this distributor.
24.1.6 We are liable to report all the sales made to EU countries as part of an EC Sales List. This is outlined by these gov.uk terms (https://www.gov.uk/guidance/vat-how-to-report-your-eu-sales
24.1.7 We do not charge VAT on our services when we are dealing directly with Overseas businesses.
24.2 VAT On Partner Products
24.2.1 Partner brands are themselves responsible and liable for correctly accounting for all Tax and VAT that are in direct relation to the sale of their products.
24.2.2 When selling through our store, brands which are registered for VAT in the UK are required to charge the current UK VAT rate on top of their products when they are making a sale to the end consumer and must account for it. However, for some products a reduced VAT rate is applied (e.g. child car seats), whilst others zero VAT rate (e.g. Tea)
24.2.3 If a UK partner brand is not VAT registered, then no VAT can be applied on their products when they make a sale to the end consumer. However we do charge these brands VAT for our services as we are VAT registered.
24.2.4 EU Brands which are registered for VAT in their own country will have to charge their own country jurisdiction's current VAT rate on their products when they are being sold in our store. As a given example a German brand will charge our store's end consumer 19% VAT on its products. Every brand is themselves responsible for charging the correct VAT and correctly accounting for it to their jurisdiction's authority.
24.2.5 EU brands may utilise the method of distance selling. Therefore, EU brands will not need to register for UK VAT as long as they are within their country's distance threshold, which is typically £70,000 (https://www.gov.uk/guidance/vat-what-to-do-if-youre-an-overseas-business-selling-goods-in-the-uk#threshold-for-distance-selling
). Partner brands may be required by their own governing body to provide Intra-European sales reporting.
24.2.6 EU brands which are not registered for VAT must not charge VAT on the products to the end consumer though our store.
24.2.7 EU brands that work with us through a UK distributer will not charge VAT on their products but instead it will be the duty of the distributer to apply VAT on all goods that are sold through our store, as the distributers will be supplying these goods to us.
24.2.8 Overseas companies that wish to sell their goods through our stores directly must be registered for VAT in order to operate, otherwise we cannot sell their goods.
24.2.9 Overseas brands that work with a UK distributer will not be liable for VAT payments. It will be the duty of the distributer to charge VAT on all goods sold though us.
24.2.10 We may register under the Fulfilment House Due Diligence Scheme if there is strong overseas demand to sell goods in our stores (https://www.gov.uk/guidance/fulfilment-house-due-diligence-scheme
25.1 As partner brand you are solely responsible for determining your obligations to report, collect, remit or include in your retail prices any applicable VAT or other indirect sales taxes, corporate or income taxes. Some tax regulations may require us to collect appropriate tax information from brands, or to withhold taxes from remittance payments to brands, or both. If a partner brand fails to provide us with documentation that we determine to be sufficient to alleviate our obligation to withhold taxes from remittance payments to you, we reserve the right to freeze all remittance payments, withhold such amounts as required by law, or to do both, until resolution.
26. Contact Details
Company Name: Mindful Industries Ltd.
Trading Name: Mindful Store
Trading Address: Unit 13, Hatch, Oxford Rd, Manchester, M1 7ED
VAT: 321 6520 39
If you have any questions in regards to these Terms of Service, please email us.