Pricing Tools Terms

1. Pricing Tools

1. For the purpose of these Pricing Tools Terms, “Pricing Tools” mean and include the following functionalities, tools and programs:
   1. “Comparative Pricing Functionality”: allows You to compare a recommended or historical price for an item in comparison to the current selling price, in order to establish the value of the discount to the buyer. It includes, but is not limited to “sale event + markdown”, “sale event”, “comparative pricing tools” like recommended retail pricing (RRP), comparing to a manufacturer-set market value; and “historical pricing” ('was'), comparing to a price previously charged in the relevant market.
   2. “Cross-Selling Functionality (CSF)”: allows You to adjust the pricing of Your listings when they are offered and sold to buyers as part of a cross promotional offer. This means that You can offer buyers certain offers or discounts when they buy certain items or a combination of items. The discount can either be a percentage or fixed amount. CSF may include, but is not limited to, the use of the following tool on the eBay Site such as Multi-Buy, Order discount, eBay Coupons and Coded Coupons.
2. All of the above Pricing Tools enable You to offer discounts on your listings (“Promotion”) to eBay buyers under the hereby contractual conditions.
3. Each of the Pricing Tools functionality may not be available on all eBay Sites (eBay Site means any eBay local site where the Promotion is offered by You to eBay users. It includes mobile web, applications and tools, but does not include any current or future domestic co-branded properties in which eBay currently participates or may participate in the future).

2. Use of Pricing Tools

1. You will only be able to use any Pricing Tools if you are a registered seller on eBay and have been invited to use such Pricing Tools by eBay in its sole discretion.
2. Your use of Pricing Tools is subject to You complying at all times with eBay's policies, in particular but without limitation: (i) eBay’s minimum standards for all sellers; (ii) eBay’s Prohibited and restricted items policies; and (iii) eBay's Comparative Pricing Policy (if the above mentioned functionalities are available on the eBay Site you operate and have been made available to You). eBay has the right to temporarily or permanently exclude You from using Pricing Tools should You fail to meet these requirements and/or comply with these policies.
3. eBay can at any time and in its sole discretion expand or limit participation or use of the Pricing Tools, or restrict and limit its use.
4. eBay, in its sole discretion, shall decide whether and where on the eBay Site listings issued from any Pricing Tools will be displayed to eBay buyers, and whether and in a manner of its choosing to explain to eBay buyers what those offers are and how they operate. This includes, but is not limited to, eBay's decision to display items that have strike-through pricing using Comparative Pricing Functionality.
5. You represent, warrant and undertake that You shall provide the buyer and eBay with accurate information related to performance, efficacy and price (including the current recommended retail price and/or the current selling price without any discount (both referred to as “List Price”) of items included in Your Promotions. Any discounted price shall be as set by You for a Promotion on the eBay Site and You shall offer the listing and market the Promotion (including where such marketing is not on the eBay site) in accordance with all applicable laws, codes and regulatory guidance in the respective country where the Promotion will be offered and promoted. The buyer and eBay are exclusively relying upon Your representation of all such information provided by You, including but not limited to the List Price, and You shall be responsible for any fines or penalties that may be imposed as a result of Your Promotions, including but not limited to the product itself and/or any inaccurate or misleading statement of the information. You acknowledge and agree that eBay may display a “% off” on the eBay site(s) in connection with the Promotion, to represent a discount to the List Price.
6. You acknowledge and agree that where you use multiple Pricing Tools and offer multiple Promotions, if a buyer attempts to use a Promotion to purchase an item which is eligible for multiple Promotions, eBay will automatically process the best value Promotion available to the buyer so that the buyer receives the greatest discount available, regardless of which Promotion was in fact used by the buyer.
7. You represent and warrant and undertake that when marketing or sharing any Promotion (including, but not limited to, Coded Coupons) whether on or off the eBay site (including, but not limited to, Your marketing and social media channels), shall comply with all applicable laws, codes (including, but not limited to, the CAP Code) and regulations in respect of offering and promoting such Promotion. In respect of the CAP Code in particular, you must comply with the following non-exhaustive list:
   1. Include a start date and an end date for the Coded Coupons;
   2. Ensure that the end date is accurate and not misleading. You must not end, or cause to end, the Coded Coupons prior to the end date. In the event that the Coded Coupons come to an end prior to the end date as a result of, for instance, the set budget being reached, you commit to ensuring that an updated budget is entered to ensure that the buyers can take advantage of the coupon until the initially stated end date without any interruption;
   3. State and clearly link to the terms and conditions applicable to the Coded Coupons;
   4. Clearly state all significant conditions when sharing the Coded Coupons and not share the Coded Coupons if you are unable to do so. Significant conditions include, but are not limited to, the minimum purchase price that the Coded Coupon can be applied to, the maximum discount the buyer can receive, the period during which the Coded Coupon is valid, the maximum number of redemptions, and any item restrictions or exclusions.

3. Deals

1. For the purposes of this section 3, “Deals” mean featured promotions on the eBay site promoting those seller listings which eBay in its discretion considers may be of particular interest to eBay buyers (by reason of, for example, the selling price, buying trends, seasonality).
2. Your Promotions may, in eBay’s absolute discretion, be featured on the Deals section of eBay sites and You hereby consent to the inclusion of any such Promotion on the eBay sites. You recognise that, as a result of the additional prominence that your Promotions may receive as result of featuring on the Deals section of the eBay site(s), You may be required to comply with additional terms and/or policies with regard to eBay Deals as may be notified by eBay to You.
3. You have no entitlement whatsoever to request any Promotion to feature on the Deals section of any eBay site and the inclusion by eBay of Your Promotion on the Deals section of any eBay site does not imply that any of Your Promotions will in the future be included in such section.

4. Coupon Terms

i) eBay Coupons

1. The terms in this Section 4(i) apply to your use of eBay Coupons, if applicable.
2. From time to time eBay may invite you to participate in an eBay curated "eBay Coupon Event". You will be able to review and join or decline to join the specific eBay Coupon Event.
3. During the time period specified in the eBay Coupon Event ("eBay Promotion Dates"), eBay shall display promotional codes ("eBay Coupons"), and these eBay Coupons will be redeemable by qualifying recipients during the period of validity specified in the Coupon Event ("eBay Coupon Valid Dates"). The eBay Coupons can be applied to the purchase of certain items or items within certain eBay selected categories ("eBay Coupon Eligible Items") and expire at the end of the eBay Coupon Valid Dates.
4. The eBay Coupons shall be subject to the eBay Coupon terms and conditions specified in the eBay Coupon Event.
5. During the eBay Promotion Dates, you shall ensure that the non-discounted price for all eBay Coupon Eligible Items shall be no greater than their prices on eBay in the fourteen (14) days preceding the eBay Promotion Dates.
6. When a qualifying recipient redeems an eBay Coupon to purchase an eBay Coupon Eligible Item, you will receive payment equal to the discounted price of the eBay Coupon Eligible Item.
7. Your participation in the eBay Coupon Event does not change any fees due to eBay, all of which shall be based on the discounted price of the eBay Coupon Eligible Item for which an eBay Coupon was redeemed.

ii) Coded Coupons

1. The terms in this Section 4(ii) apply to your use of Coded Coupons, if applicable.
2. From time to time, in Seller Hub Promotions you may create a seller offered Coupon (“Coded Coupon”) and offer exclusive discounts to buyer groups of your choosing by creating a “Coded Coupon Promotion”.
3. During the time specified in the Coded Coupon Promotion (“Seller Promotion Dates”), you shall display Coded Coupons, and these Coded Coupons will be redeemable by qualifying recipients during the period of validity in the Coded Coupon Promotion (“Coded Coupon Valid Dates”). The Coded Coupons can be applied to the purchase of certain items offered by you or items within certain categories selected by you (“Coded Coupon Eligible Items”) and expire at the end of the Coded Coupon Valid Dates.
4. You agree that the Coded Coupons will be available for the recipients to use throughout the Coded Coupon Valid Dates, irrespective of any budget that you have set when using this functionality. In the event that the budget set is reached, resulting in the Coded Coupons to end prior to the end of the Coded Coupon Valid Dates, you shall do such action as is necessary to ensure that the buyer continues to be able to use the Coded Coupons as initially communicated throughout the Coded Coupon Valid Dates.
5. The Coded Coupons shall be subject to the Coded Coupon terms and conditions specified in the Coded Coupon Promotion.
6. During the Seller Promotion Dates, You shall ensure that the non-discounted price for all Coded Coupon Eligible Items shall be no greater than their prices on eBay in at least the fourteen (14) days preceding the Seller Promotion Dates.
7. When a qualifying recipient redeems a Coded Coupon to purchase a Coded Coupon Eligible Item, you will receive payment equal to the discounted price of the Coded Coupon Eligible Item.
8. Your participation in the Coded Coupon Promotion does not change any fees due to eBay, all of which shall be based on the discounted price of the Coded Coupon Eligible Item for which the Coded Coupon was redeemed.
9. You agree to comply with, and provide buyers with, in relation to the Coded Coupons, any and all significant conditions of the Coded Coupon, such as those stated in section 2 above. In particular, when sharing the Coded Coupons, you must ensure that all the significant conditions, including item eligibility, restrictions and expiry dates are clearly communicated. You shall make available to the Buyer the Coded Coupon Terms and Conditions, as the same may be updated from time to time by amended terms being posted.
10. You acknowledge and agree that You are the organiser of any Coded Coupon and Coded Coupon Promotion and eBay (UK) Limited and its group companies are not the organisers of any Coded Coupon and Coded Coupon Promotion. eBay (UK) Limited and its group companies will not be responsible for your or any third party's performance or failure to perform any services related to any Coded Coupon or Coded Coupon Promotion, or for any costs, damages, accident, delay, injury, loss, expense, or inconvenience that may arise in connection with the use of any Coded Coupon or Coded Coupon Promotion.
11. eBay reserves the right to suspend, change or cancel any Coded Coupon and/or Coded Coupon Promotion on your behalf at any time, in the event of circumstances arising which in eBay's opinion make it necessary for it to do so, including where such Coded Coupon and/or Coded Coupon Promotion does not comply with eBay’s User Agreement or any of its policies.

5. License

1. In consideration of eBay paying You a nominal fee of one Pound Sterling (£1), the receipt and sufficiency of which is hereby acknowledged, You hereby grant to eBay a non-exclusive, royalty free, worldwide, transferable, sublicensable (through multiple tiers) right to: (i) use, store, reproduce and display Your trade mark(s), service mark(s), logo(s); and (ii) use, store, reproduce, adapt, modify and display the listing content and any additional content You provided for the Promotion (e.g. text, images); in each case only for the purposes of marketing and promoting the promotional campaign (“License”).
2. The License shall apply only during the duration of these Pricing Tools Terms.
3. You herewith represent and warrant that You have all rights and licenses necessary to grant eBay the License.

6. Fees

1. eBay does not currently charge a fee for use of the Pricing Tools.
2. You are subject to all other fees, including but not limited to insertion fees, final value fees and feature fees as agreed between You and eBay pursuant to the eBay User Agreement and/or any other agreement between You and eBay.
3. Please note that in accordance with the eBay User Agreement and Fees Policy, eBay will give you notice of any proposed charges for the use of the Pricing Tools by email, by posting the changes on the eBay site or via "My Messages". Changes are effective (thirty) 30 days after either such notice being given or updated terms being posted to the eBay site or upon acceptance at the time of using a Pricing Tool, whichever is earlier.

7. Term and Termination

1. These Pricing Tools Terms will commence as described above and You may cease using the Pricing Tools at any time. Without limiting other remedies, eBay may immediately terminate Your use of the Pricing Tools if You violate any of these Pricing Tools Terms.
2. In addition, eBay reserves the right, in its sole discretion, to suspend temporarily or to terminate permanently access to the Pricing Tools or to replace the functionality of the Pricing Tools with or without notice. Such suspension or termination will not relieve You of Your obligation to fulfill orders that have already been placed in response to Promotions or Your obligation to pay any fees already incurred from the listing or sale of items listed using the Pricing Tools. The following sections survive any termination of these Pricing Tools Terms: “Fees, "Indemnity," and "General."

8. Indemnity

1. You agree to defend, indemnify and hold harmless us, our affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, penalties and/or expenses (including but not limited to legal fees) arising from:
2. (a) Your use of and access to the Pricing Tools; (b) Your violation of any term of or referenced in these Pricing Tools Terms; (c) Your product and any information or lack of information You provided or failed to provide; (d) any Coded Coupons and Coded Coupon Promotions, including where eBay cancelled these on your behalf because it deemed that doing so was necessary; (e) any Coded Coupons and Coded Coupon Promotions (f) Your Content and / or Mark or (f) infringement in or by any of Your Listings, Your Content of any third party Intellectual Property Rights, including without limitation any, copyright, property, or privacy right.

9. General

1. These Pricing Tools Terms (including all terms and policies referred to herein) are the entire agreement between you and eBay and supersede all prior understandings, and representations of the parties with regard to the subject matter hereof.
2. If eBay does not enforce any particular provision, eBay is not waiving its right to do so later. If a court finds any of the Pricing Tools Terms unlawful, invalid or unenforceable, the remaining Pricing Tools Terms will not be affected. eBay may automatically assign these Pricing Tools Terms in its sole discretion in accordance with the notice provision below.
3. eBay may amend these Pricing Tools Terms at any time by email, via "My Messages" or by posting the amended Pricing Tools Terms on this site. Except as stated elsewhere, all amended Pricing Tools Terms shall automatically be effective (thirty) 30 days after they are initially posted. These Pricing Tools Terms may otherwise not be amended except in writing hand signed by You and eBay. For the purposes of this provision, "in writing" does not include an email message and "hand signed" does include e-signatures via DocuSign.
4. These Pricing Tools Terms shall be governed and construed in all respects by the laws of England and Wales.