Seller agreement

Version RC-SELLER-2026-09-v3 · 14 September 2026

This agreement is between the Seller and Circle Operator identified in its agreement record. The record identifies the Circle, chosen routes, start date, settlement arrangements and any separately agreed charges. It forms part of this agreement. Only the schedules for the agreed routes apply.

Products and selling routes

The Seller may offer products for purchase by Circles, direct sale to members, or both. Each Circle chooses which products and route to list. An offer does not guarantee listings or orders and does not create exclusivity.

Once offered, an item’s name, pack size and quantity per item must remain fixed. A different item needs a new product card. Required information must stay complete and accurate, including ingredients, allergens, responsible-business details, storage and warnings where applicable.

The Seller can update product information live. For direct sales, changes appear on weekly market cards and price changes apply only to future orders. Removing an offer stops new orders but does not cancel orders already placed, which remain covered by the Terms of Sale.

The Seller permits use of its authorised product descriptions, images and name to display and fulfil agreed offers. It must have the rights it grants. Private growing records are not included in that permission.

Safety and responsibility

Each party is responsible for the legal duties applying to its own products and activities, including registrations, labelling, storage, transport and records. Each maintains any legally required or separately agreed insurance and provides relevant evidence on reasonable request.

Tell the other party immediately about unsafe goods or a material error affecting existing orders or stock. Cooperate on withdrawals, recalls and traceability, including independently copied resale cards. Updating the original card alone is insufficient for an urgent safety correction.

The Circle Operator may pause affected sales where information is incomplete, stock is unavailable, safety is in doubt or the law requires it. It will explain the reason and what needs resolving. Routine information changes do not require a publication review.

Information and records

Use member and business information only for the agreed activity or a separate lawful purpose. Follow any applicable data arrangements. The Seller supplies accurate legal, payment and tax details required for sales and reporting, and reports changes. Tax identifiers and bank credentials are kept outside the public agreement.

Ending or changing the arrangement

Either party may stop future offers or end the relationship on reasonable written notice, allowing any longer minimum notice required by law. Urgent safety measures may take effect immediately. Ending does not remove existing payment, fulfilment, refund, recall or record obligations, or any termination rights required by law.

A new Circle Operator needs a valid transfer or new appointment. Editing the organisation chart does not replace a contracting party. Material contractual changes require agreement before they apply.

English and Welsh law and courts apply. Nothing excludes liability or rights that cannot lawfully be excluded.

Schedule A — direct-to-member sales

The Seller appoints the Circle Operator as its disclosed agent to advertise agreed products, conclude sales with members in the Seller’s name, receive payment, coordinate fulfilment and administer order issues. The Seller remains the legal seller. Handling or transporting goods does not make the Circle Operator their owner.

When the Circle Operator receives funds and applies them to an accepted purchase, including through funded member credit, the Seller accepts that amount as paid by the member. An unfunded reservation or bookkeeping entry alone is not payment. A delay or failure in onward settlement does not revive the member's payment obligation; the Circle Operator remains liable to settle with the Seller.

The Seller sets the member price and supplies accepted orders under the Terms of Sale. The Circle Operator administers cancellations, shortages and refunds consistent with those terms and member rights. It records adjustments to seller proceeds, explains disputed deductions and settles undisputed amounts on the timetable in the agreement record.

The Circle Operator funds any member refund or replacement due because of its own failure or a failure in storage or handling by a Host it appointed. It uses its own funds, preserves the Seller's payment and pursues recovery from the Host itself; the Seller's payment is not conditional on that recovery. If the Seller has already funded the remedy, the Circle Operator promptly reimburses it. While the cause of an incident at that Host is disputed, the Circle Operator advances any remedy due; costs may be reassigned to the Seller only to the extent attributable to the Seller's own failure, with supporting records.

Member money is held in a bank account separate from operating money and used to settle purchases or make refunds due. The Circle Operator keeps seller proceeds distinct in its records from its own retail receipts. No commission or other charge is payable unless separately agreed in writing before the relevant sales.

The Seller and Circle Operator will fulfil accepted orders under mutually agreed fulfilment arrangements, as updated by agreement from time to time. Routine changes to handover locations or times do not require a new signature to this agreement.

This appointment does not cover an organisation selling through its own Circle; those are its own sales.

Schedule B — purchases by the Circle

The Seller sells to the Circle Operator, which then sells to its members on its own account. Purchase terms identified and agreed before order acceptance take precedence over this schedule for that purchase.

Unless those terms say otherwise, the purchase becomes binding when the Seller accepts the order. The accepted order records the goods, quantity, price, applicable tax, delivery arrangements and payment due date. Substitutions or changes require agreement. Ownership passes on payment; risk passes when goods are physically delivered to the Circle Operator or its authorised recipient.

Goods must match the accepted description and agreed shelf life and be safe, correctly labelled and fit for any agreed purpose. The Circle Operator reports shortages or faults promptly. The Seller replaces or refunds affected goods as appropriate; reporting promptly does not waive rights for hidden defects.

The Circle Operator manages purchased stock, retail prices and its own product card independently. The Seller permits copying and adapting authorised product information and images for selling that stock, including after this agreement ends. The Circle Operator is responsible for its edits; the Seller remains responsible for its own information and supply duties. Importing a card does not itself purchase goods or transfer stock.