DrinksBox: Supplier Terms

DRINKSBOX SUPPLIER TERMS

Last updated: 11/05/2026

1. Who we are and how to contact us

1.1 DrinksBox Limited ("DrinksBox", "we", "us" or "our") is registered in England and Wales under company number 16420125 and our registered office is Suite 5, Fulham Business Exchange, The Boulevard, Imperial Wharf, London, SW6 2TL. Our VAT number is 515 1807 11.

1.2 To contact us, please email support@drinksbox.com or telephone our customer service line on 0800 107 5970.

1.3 How to give us formal notice of any matter under this agreement is set out in clause 4.3.

2. Application of these Terms

2.1 We operate the website https://www.drinksbox.com including any sub-domains, the DrinksBox mobile application available on iOS and Android devices, and any other platforms or access points which allow access to an online marketplace ("DrinksBox") to facilitate the sale of alcoholic and non-alcoholic drinks ("Products") between suppliers and trade buyers and the provision of related services. The software underlying the website and DrinksBox is developed and licensed to us by our parent company, SKUBox Limited.

2.2 Use of DrinksBox is subject to our Platform Terms of Use. Yours and your customers' use of DrinksBox will generate data (including "personal data"), about orders, customer queries, ratings and reviews for your products, and other matters. Further information about how we process personal data relating to suppliers is set out in our Privacy Policy. Further information about how we use cookies is set out in our Cookie Policy. Please take time to read these documents as they are important.

2.3 These terms and conditions ("Terms") apply to sellers on DrinksBox.

2.4 DrinksBox permits sales to approved trade buyers only. You will not access or use, or to seek to access or use, DrinksBox to sell any products or provide any services to any consumer or to any business which we have not approved as a trade buyer.

3. Becoming a seller on DrinksBox

3.1 For information on how to apply for approval as a seller on DrinksBox, please see https://www.drinksbox.com.

3.2 During the application process:

you and we agree to only use and disclose the other's confidential information as necessary for making and considering your application and in accordance with clause 28.6;
insofar as you have access to our systems you agree to comply with all relevant restrictions in Your use of our systems.

3.3 An agreement between you and us governed by these Terms will come into force when we accept your application as a seller on DrinksBox. We will also enter into a commercial terms agreement with you setting out the commission rates, delivery contributions and invoicing arrangements (the "Commercial Terms Agreement"), a self-billing agreement with you setting out our self-billing arrangements for VAT purposes (the "Self-Billing Agreement") and an authorisation in respect of the Approved Warehouse and its warehouse management system (the "Approved Warehouse Authorisation"). The Commercial Terms Agreement, the Self-Billing Agreement, the Approved Warehouse Authorisation and any mandatory policies we notify to you from time to time form part of this agreement. In the event of any conflict between them, these Terms prevail.

3.4 During the term of our agreement with you, you appoint us as your agent to conclude contracts on your behalf for the sale of your products to approved trade buyers on our Buyer Terms, which are linked to from the checkout page.

3.5 To place products for sale through DrinksBox, you must have an account with our nominated payment service provider. You must also enter into a Self-Billing Agreement with us before you list any products on DrinksBox (see clause 14.4). We will provide you with further details when we approve you as a seller and we may update such information from time to time on written notice to you.

3.6 See clause 27 for how and when we tell you about changes to these Terms and how you can end this agreement if you're not happy with a change.

3.7 You represent and warrant that:

you are, and will remain, established in Great Britain (England, Wales or Scotland but not Northern Ireland);
your products are held in premises managed or operated by London City Bond Limited (the "**Approved Warehouse**") pursuant to a written agreement between you and London City Bond Limited;
the information you provide to us in connection with your application to become a seller on DrinksBox is complete and accurate and you will promptly notify us of any changes to it and keep the supplier profile you create on our supplier interface up to date; and
any documents you submit to us to support your application or in response to any request from us at any time are either genuine documents or true copies of genuine documents.

3.8 We reserve the right to carry out, or to procure the carrying out of, such identity, credit and compliance checks on you and your business as we reasonably consider appropriate from time to time. By submitting your application and using DrinksBox, you consent to the carrying out of such checks.

3.9 We may at our option at any time require you to promptly provide us with reasonable evidence that any information you have given us is true and up to date and that such information and your behaviour is in compliance with these Terms. Such information includes (but is not limited to) information in connection with your application to become a seller on DrinksBox, in your supplier profile and in the listings for your products. We can suspend or restrict individual listings until you have supplied this evidence and end this agreement if you don't comply with this requirement.

3.10 You permit and instruct us to collect information about you and in connection with your performance of this agreement (including without limitation the products you list on DrinksBox) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

3.11 You authorise us to exchange information about you and your account with the Approved Warehouse as reasonably necessary for the operation of the platform, including but not limited to order fulfilment, stock availability and account status. You acknowledge that such information will be transmitted and processed through the warehouse management system used by the Approved Warehouse.

4. Our communications with each other

4.1 When we accept your application to become a supplier we'll give you access to our supplier interface. We'll generally use our supplier interface to tell you about customer orders, questions, cancellations and complaints and also other things about our service, such as changes to this agreement and our policies. We may also contact you via telephone, email or other methods.

4.2 You should use our supplier interface to get in touch with us regarding operational matters wherever possible, but we may also give you other ways of contacting us.

4.3 Any notice given under or in connection with this agreement must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

4.4 A notice is deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
if sent by email, at 9.00 am the next working day after transmission.

4.5 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. You may change your email address for notices by following the prompts on DrinksBox.

4.6 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

5. Your communications with customers

5.1 You must always use the supplier interface to communicate with customers who have ordered with you through DrinksBox or enquired about your products through DrinksBox.

5.2 If a customer contacts you about your products through DrinksBox you must not in any way ask or encourage the customer to buy those products (or repeat orders for those or similar products) either directly from you or from another source.

6. Your use of our systems

6.1 You may only use our supplier interface and the other computer systems that support, operate and comprise DrinksBox ("our systems") for listing and selling your products and communicating with us and your customers as envisaged in these Terms.

6.2 You agree to use all reasonable security practices to prevent unauthorised access or damage to our systems. These practices include but are not limited to:

making sure any devices you use to access our systems have up to date anti-virus protection and not introducing any viruses into our systems;
ensuring that your log-in details and passwords for our systems:

are only used by your employees and subcontractors, who in each case are required to comply with the rules set out in Your use of our systems;
are not shared between users; and
are changed as and when prompted by our systems;

telling us immediately if you think that log-in details or passwords are being or may be used in an unauthorised way or that the security of our systems has been compromised in any other way.

6.3 Except as permitted by any applicable law which you and we can't agree to exclude, you must not:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our systems in any form or media or by any means;
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our systems;
access all or any part of our systems to build a product or service which competes with them;
use our systems to provide services to third parties or allow or assist third parties to access our systems;
create multiple accounts to evade punishment or avoid restrictions.

7. Creating your supplier profile and listing products on DrinksBox

7.1 To become a supplier on DrinksBox, you must complete our online registration form. Once submitted, we will create your supplier account and provide you with access to our supplier interface, through which you can create listings to sell your products on DrinksBox. You represent and warrant that you will:

only create listings of the types approved by us in writing;
only list and sell products which you are legally entitled to sell, including where applicable holding all necessary licences, permits and authorisations required by law to sell such products, and you must promptly notify us if you cease to hold any such licence, permit or authorisation,
only list and sell products which comply with all applicable legislation and regulations affecting their manufacture, sale, packaging and labelling and don't infringe third party trade marks or other intellectual property rights;
only list and sell products which are safe. You cannot list products that are unsafe, that you or we reasonably believe to be unsafe or that have been or become the subject of a product safety alert or recall. We may require product safety documentation before permitting you to list certain products. For information on your product safety obligations, see https://www.gov.uk/guidance/product-safety-advice-for-businesses;
only list and sell products which are held in the Approved Warehouse at the time of their sale to customers. You are not permitted to list products which will be collected from any other location than the Approved Warehouse;
include in your listings, or where appropriate your supplier profile, all the information about you and your products, as well as any relevant safety information about your products including allergen information.

7.2 You must ensure that your supplier profile and the listings for your products:

only feature high quality images and descriptions, which you have all the necessary intellectual property and other rights to use in this way on DrinksBox and to license to us as set out in clause 17;
are in the English language and are clear and comprehensible;
display your valid VAT registration number;
don't include anything which would encourage or allow customers to contact you other than through DrinksBox, such as email or telephone numbers. We reserve the right to remove such information; and
don't use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing.

7.3 You must hold enough stock of your products to meet reasonably expected demand. If you experience any event outside your reasonable control that affects or may affect your ability to fulfil orders, you must notify us as soon as reasonably possible.

7.4 You may only list products that bear another company's authorised brand or logo on DrinksBox, or which embody other third party intellectual property rights, if those products were either made in the UK or imported into the UK with the consent of all relevant third party intellectual property rights-holders. You must maintain adequate processes and procedures to make sure that your products are authentic, authorised for sale, not stolen, and not counterfeit or unauthorised copies. If we ask you to, you must promptly provide us with genuine and conclusive documentary evidence showing that you are authorised to sell specific brands or products on DrinksBox. We can suspend a listing for a product or terminate this agreement under clause 20.1 if you fail to comply with any requirement of this clause.

7.5 You warrant that on delivery to a customer, your products shall:

conform in all respects with their description (including any use-by or sell-by date); and
be free from material defects in design, material and workmanship.

7.6 If we or a customer give notice in writing within a reasonable time of discovery that some or all of the products do not comply with these Terms, you shall at your option and cost replace the defective products or refund the price of the defective products in full. The reasonable costs of return will be met by you where the products are confirmed to be defective. You shall only be permitted to refuse to replace or refund the defective products if (i) the defect arose after delivery to the customer as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions, or (ii) the products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

7.7 These Terms also apply to any replacement products supplied by you to any customer.

8. Your pricing of Products

8.1 How you price your products is entirely up to you and you can change the price for your products at any time using the supplier interface. Please allow a reasonable time for revised prices to be displayed on DrinksBox. We'll charge customers the price for your products shown on DrinksBox at the time they submit their order, plus delivery fees set by us if applicable.

8.2 The price you set for your products is the price exclusive of VAT. VAT will be added at checkout by DrinksBox at the applicable rate. Your price must not include supply VAT but must include:

any UK import VAT and customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with your importation of goods prior to their sale to customers; and
all other non-optional charges including but not limited to packaging and insurance.

9. Duty

9.1 You are solely responsible for the payment of all UK alcohol duty and any other excise duty payable in respect of your products. DrinksBox does not act as your agent for duty purposes and has no responsibility for calculating, collecting or paying duty on your behalf.

9.2 You must provide us with evidence of duty payments in respect of your products when we reasonably request it and you authorise us to verify your duty payment status with the Approved Warehouse. If you fail to provide satisfactory evidence or if we become aware that duty payments are outstanding, we may suspend your listings until the position is resolved.

9.3 You must indemnify us against any liability, loss, cost or expense (including any penalties or interest) arising from any failure by you to pay duty when due.

10. Promotions

10.1 You may set promotional prices for your products at any time using the supplier interface. Promotional prices set by you will be funded entirely by you. We reserve the right to remove or suspend any promotional price you set if we reasonably consider it to be unlawful, misleading or otherwise damaging to the reputation of DrinksBox. We will notify you as soon as reasonably practicable if we do so.

10.2 We may set limits on promotional pricing through the supplier interface, including maximum duration and frequency. Any promotional price that exceeds those limits may be removed or suspended by us without further notice.

10.3 From time to time, we may offer you the opportunity to include your products in special promotions, discounts and similar offers (each a "Promotion").

10.4 Your participation in a Promotion may be subject to eligibility criteria and / or agreement of separate terms.

10.5 We may limit, restrict or discontinue a Promotion at any time in our absolute discretion.

11. Loyalty programme

11.1 We operate a loyalty programme for trade buyers on DrinksBox. Your participation in it is automatic and there is no cost to you. We may from time to time offer optional supplier-funded loyalty features, which will be subject to separate terms. Further details of the loyalty programme will be made available to you from time to time and are subject to change.

12. Customer orders, refunds and complaints

12.1 Customers ordering products from DrinksBox must accept our Buyer Terms, which are linked to from the checkout page.

12.2 When a customer orders one of your products from DrinksBox, we, acting as your agent in your name and on your behalf, will:

send the customer an order acknowledgement in our standard format;
promptly inform you of the customer order and inform the Approved Warehouse of the customer order;
unless the Approved Warehouse informs us (on your behalf) that the order cannot be fulfilled, accept the customer's order and upon the dispatch of your products from the Approved Warehouse, form a direct contract for you to supply your product to the customer on our [Buyer Terms](/terms/buyer The contract is between you and the customer. If you, or the Approved Warehouse on your behalf, tell us that you can't fulfil an order, we will send the customer an order rejection in our standard format; and
take payment for customer orders for your product in accordance with the payment terms we have agreed with the customer.

12.3 The Approved Warehouse will pick, pack and deliver the order to the customer in accordance with the terms agreed between you and the Approved Warehouse.

12.4 DrinksBox allows deliveries to customers within mainland UK only excluding the Scottish Highlands. We arrange deliveries to customers on your behalf in accordance with the terms agreed between you and the Approved Warehouse.

12.5 We act as your disclosed agent for the purposes of the legal contract of sale between you and customers. However, for VAT accounting purposes we act as an undisclosed agent, which means HMRC treats the transaction as if there are two sales: a deemed sale from you to us and a sale from us to the customer. In practice, this means we issue VAT invoices to customers in our own name and we issue self-billed VAT invoices to you for the deemed sale in accordance with the Self-Billing Agreement entered into between us pursuant to clause 14.4. This VAT arrangement is without prejudice to the nature of the legal contract of sale, which remains at all times directly between you and the customer. We will make clear to customers before they purchase products that, although their contract of sale is with you, VAT invoices will be issued by DrinksBox. We only permit customers to cancel an order pursuant to our Buyer Terms.

12.6 You must deal promptly and professionally with any customer communication, whether raised directly by a customer or by us on a customer's behalf. You must liaise with us promptly if any customer communication relates to any aspect of the platform or order process that we're responsible for or involved in. You and we will co-operate with each other to resolve such communications and you must respond to any matter we raise with you within 2 working days.

12.7 We'll tell you if a customer complains to us about you or one of your products, including any complaints that products have not been delivered or that cancelled orders have not been refunded and we'll provide you with all relevant details about the complaint.

12.8 You must deal with complaints we tell you about, and any complaints you receive directly from customers, in a way that seeks to resolve the complaint efficiently.

13. Fees and optional services

13.1 When we accept you as a seller on DrinksBox, we will agree with you the rates and fees applicable to your use of DrinksBox, including our commission rate, delivery recharge and any other fees payable by you to us. We may introduce or vary fees from time to time, including in respect of existing listings, and will notify you of any such changes in accordance with clause 27.

13.2 We may from time to time make optional services available to you on DrinksBox. Any such optional services will be subject to separate terms and fees as notified to you at the relevant time.

14. Payments to you for sales on DrinksBox

14.1 We'll pay you the deemed sale price of your products (being the price paid by the customer excluding VAT, less our commission) plus VAT on that amount, less:

any delivery recharge in respect of your orders, as notified to you from time to time, and any VAT applicable to it;
any fees or other sums we are due from you including any costs incurred by us with third parties in connection with your sales and any VAT applicable to them; and
any sums owed to us in connection with any **third party claim** (see clause 24.7) which are unpaid at the time we pay you.

14.2 We charge customers in pounds sterling and account to you in pounds sterling.

14.3 Our commission is calculated as a percentage of the net sale price paid by the customer for the product (including for packaging, personalisation and any optional extras but excluding VAT and delivery charges), at the rates agreed with you when we accept you as a seller on DrinksBox (and as may be amended by mutual agreement from time to time).

14.4 As a condition of selling products on DrinksBox, you must enter into a self-billing agreement with us in the form we provide, in accordance with HMRC Notice 700/62 (the "Self-Billing Agreement"). The Self-Billing Agreement is subject to annual review and renewal in accordance with its terms. If you fail to enter into the Self-Billing Agreement before listing products on DrinksBox, or if the Self-Billing Agreement is not renewed or is terminated for any reason, we may suspend your account and withhold payments due to you until a valid Self-Billing Agreement is in place, or terminate this agreement in accordance with clause 21.2. The Self-Billing Agreement will in any event terminate automatically when this agreement ends.

14.5 You must fully comply with your tax obligations in connection with the use of our services and the offer and sale of your products on DrinksBox including the collection, reporting, filing and payment of any and all applicable taxes (such as VAT, plastic packaging taxes and duties) and other governmental assessments.

14.6 We will remit sums due to you on a weekly basis, within 14 working days of receipt of the relevant customer payment, via our nominated payment service provider and subject to their terms. We may change the payment frequency on reasonable written notice to you. We are not liable for any delay in payment caused by technical issues affecting our platform or our nominated payment service provider, or for any action taken by our nominated payment service provider in respect of your account.

15. How customers are refunded

15.1 Where you instruct us to refund a customer on your behalf, we'll do so provided we can deduct such sums from money due from us to you. We are not obliged to refund more than the sums collected from the customer at checkout. If we can't deduct such sums from money due from us to you, we may either require you to refund customers directly, and you must do so promptly.

15.2 You authorise us to issue refunds to customers on your behalf, without requiring your prior instruction, where we reasonably consider it necessary to do so in order to resolve a complaint promptly, address a delivery failure or product defect, or protect the reputation of DrinksBox. We will notify you as soon as reasonably practicable where we have done so and will deduct the amount of any such refund from sums due to you.

15.3 We may at our discretion choose to fund a refund to a customer from our own resources. Where we do so, we are acting in our own right and not as your agent. This does not affect our right to recover such sums from you where the refund arose as a result of your breach of these Terms or your failure to fulfil an order in accordance with them.

15.4 We reserve the right to charge you commission on sums paid by customers and subsequently refunded to them together with any reasonable costs we incur in respect of any such refunds we process for you.

16. Our and your rights of set-off

Save as expressly provided in these Terms, you and we shall each pay all amounts due under this agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

17. Using each other's branding and other intellectual property rights

17.1 You may publicise your listings on DrinksBox outside DrinksBox, for example, on social media. In doing so you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by DrinksBox. You can share the urls for your listings and supplier pages and state that your products can be bought on DrinksBox. However, you can't use the DrinksBox stylised name or logos either on their own or in combination with another word or use the DrinksBox name in your social media profile name or photo. You also can't create content with the same look or feel as that of DrinksBox.

17.2 As soon as reasonably possible after this agreement ends, you must remove any content that suggests you sell on DrinksBox from any places you control and use your best efforts to remove such content from any places owned by any third parties.

17.3 You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish any content, data or information (including trade marks and branding) you provide to us in connection with you and your products ("your materials") for the purposes of listing and selling your products on DrinksBox and operating, improving and marketing DrinksBox in any media. Our use of your trade marks and branding will comply with any brand guidelines you have provided to us.

17.4 As soon as reasonably possible after this agreement ends, we'll stop all use of your materials on DrinksBox. However, we reserve the right to continue using your materials for the purposes and period set out in clause 23.

17.5 Except as stated above, we won't acquire any rights to your materials and any goodwill generated by our use of your materials on DrinksBox or through our marketing activities will accrue to you.

18. Platform availability

We aim to make the supplier interface available to you and DrinksBox available to customers on a 24/7 basis. We reserve the right to take some or all of our systems offline as reasonably required for routine and emergency maintenance or repairs. We'll give you as much notice of such downtime as is reasonably possible. All communications using the internet may be affected by events outside our reasonable control (see clause 19). We will not be liable to you for any loss or damage arising from any unavailability of or interruption to our systems, whether scheduled or unscheduled.

19. Events outside our control

19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by any act or event beyond our reasonable control ("Event Outside Our Control"), including acts of God, fire, flood, earthquake, storm or other natural disaster, epidemic or pandemic, terrorist attack, war, civil commotion, government action or restriction, failure of public or private telecommunications networks, strikes or industrial action, or any failure or delay on the part of third party service providers including the Approved Warehouse or other logistics providers.

19.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this agreement:

we will contact you as soon as reasonably possible to notify you; and
our obligations under this agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

20. Suspending listings

20.1 We can suspend or restrict any individual listing you make on DrinksBox if we become aware, or have reason to believe, that:

what you have told us about your product or said about your product in the listing for it is not true or up to date;
the product or the listing doesn't comply with these Terms or is otherwise unlawful;
the product is or may be the subject of a regulatory investigation, product safety alert or recall;
the listing is or may be connected with fraudulent or deceptive activity; or
the listing is or may be damaging to the reputation or interests of DrinksBox.

20.2 We will notify you as soon as reasonably practicable when we suspend or restrict a listing and the reason for doing so. We will lift the suspension or restriction promptly once we are satisfied that the relevant issue has been resolved, subject to you providing us with any evidence we reasonably require in accordance with clause 3.9.

21. Ending this agreement

21.1 You may stop using DrinksBox at any time. This agreement will end when you have informed us that you no longer wish to use DrinksBox by emailing support@drinksbox.com or calling 0800 107 5970. Your obligations following termination are set out in clause 23.

21.2 We may give you notice at any time to end this agreement. We will use our best efforts to give you 30 days' advance notice of ending this agreement, but we may give shorter or no notice where required by law, regulation, for operational reasons or where we reasonably consider it necessary to protect the reputation or interests of DrinksBox, our suppliers or our customers. On such notice taking effect, we may remove your product listings.

22. Making a complaint to us

22.1 If you want to complain about our services or the way we have treated you, including because you disagree with us refunding or compensating a customer, restricting or suspending a listing for your products or ending this agreement, please contact us by emailing support@drinksbox.com or calling 0800 107 5970.

22.2 You and we agree to use reasonable endeavours to resolve all complaints efficiently.

23. Obligations after this agreement ends

23.1 After this agreement ends (for whatever reason) you must (unless we tell you otherwise) continue to comply with these Terms insofar as they relate to customer orders received through DrinksBox before this agreement ended, including cooperating with us to resolve any customer communications relating to those orders. You need only comply with the version of these Terms which applied when this agreement ended.

23.2 After this agreement ends (for whatever reason) we:

will remove all listings for your products from DrinksBox and reject any order received after this agreement ends;
will fulfil all customer orders received before this agreement ended in accordance with these Terms, including by paying sums due to you for such orders;
will handle all customer communications relating to your products, including any complaints or queries arising from orders placed before this agreement ended;
may remove your customer facing supplier profile from DrinksBox, except that we can keep it live until 60 days after fulfilment of the last order you received through DrinksBox, to allow customers to contact you about orders previously submitted; and
will comply with the version of these Terms which applied when this agreement ended.

24. Limitations on liability

24.1 When we talk about liability in these Terms we mean every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

24.2 Nothing in these Terms limits any liability (whether yours or ours) which can't legally be limited, including but not limited to liability for:

Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation; and
Any liability which may not be excluded pursuant to applicable law.

24.3 Nothing in these Terms limits your liability pursuant to clauses 24.7 and 24.8

24.4 Subject to clauses 24.2 and 24.3, we won't be liable to you for:

loss of profits;
loss of sales or business;
loss of revenue;
loss of agreements or contracts;
loss of anticipated savings;
loss of or damage to goodwill or reputation;
loss of or damage to data;
business interruption;
any indirect or consequential loss.

24.5 Subject to clauses 24.2 and 24.3:

our total liability to you in respect of any individual sale of products through DrinksBox, or in respect of any paid service provided by us to you, shall not exceed the greater of (i) £100; or (ii) the net-of-VAT sale price of the product or service that gives rise to the liability; and
our aggregate liability to you for all losses arising under or in connection with this agreement in any 12-month period shall not exceed £10,000.

24.6 We are not a party to your agreement with the Approved Warehouse and accept no liability for any act or omission of the Approved Warehouse, including but not limited to incorrect picks, shortages, breakages, damage to or deterioration of your products, or delays in dispatch. Your recourse in respect of any such matter is against the Approved Warehouse under your existing arrangements with them.

24.7 If anyone, including (but not limited to) a customer, any regulator, HMRC, couriers, the Approved Warehouse, or any third party rights holder, makes a claim or takes any kind of action against us in connection with:

your products, their importation to the UK and their supply through DrinksBox;
content you have uploaded to or otherwise distributed through our systems, including but not limited to your supplier profile, your product listings, your communications with customers, advertising, and any omissions or inaccuracies in such content;
things we have or haven't done in reliance on information you have provided (or omitted to provide) to us, including our exercise of rights you have granted to us;
things you have or haven't done including but not limited to any breach of these Terms and our policies,

(a "third party claim"), then you must, at our option and as we request, either help us defend or deal with the third party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.

24.8 You must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damagesand losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers' fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses ("associated liabilities") we incur arising out of or in connection with any third party claim.

24.9 Nothing in this clause limits either party's obligation to make payments expressly due under this agreement.

25. Product recall and product liability insurance

25.1 You and we agree to maintain appropriate, up-to-date and accurate records, including batch numbers and any other identifying features of your products, to enable the immediate recall of any of your products from the market. You must retain such records for a minimum of six years from the date of sale of the relevant products, or such longer period as reflects the shelf life of the relevant products.

25.2 You are solely liable for the product recall of any of your products and all consequences arising from it. We will provide you with information we hold about customers and your products sold to them as reasonably necessary to assist you with your product recall obligations.

25.3 If we ask you to, you must confirm to us within 48 hours the steps you are taking to comply with your product recall obligations and provide us with full documentary evidence of compliance within 5 working days. If you don't do this, we can do what we think appropriate acting reasonably to protect customers, including contacting customers to alert them to safety issues or recalling the product and refunding customers what they paid for it. You must cooperate with us in doing this and reimburse us all associated liabilities we incur in connection with any recall of your products.

25.4 You must maintain product liability insurance with a minimum cover of £2,000,000 covering your products for as long as they are listed on DrinksBox and for two years after they stop being listed. You must provide a copy of the insurance policy and proof of payment of the current premium to us when we ask for it. You must notify us immediately if your product liability insurance is cancelled, lapses or is materially altered in any way.

26. Compliance with the law and our mandatory policies

26.1 You must at all times when doing anything in connection with this agreement comply with:

all applicable laws, statutes, regulations and codes from time to time in force including without limitation the Licensing Act 2003, the Alcohol Wholesaler Registration Scheme, food safety and labelling regulations, the CAP Code, applicable data protection legislation, the Business Protection from Misleading Marketing Regulations 2008, and any other applicable regulatory requirements relating to the manufacture, sale, marketing and distribution of your products; and
our mandatory policies as provided to you from time to time in accordance with clause 27.

27. Changes to these Terms and our policies

27.1 We'll let you know via email, the supplier interface or another durable medium about any changes we're making to these Terms (including the policies referred to in them), unless they're just editorial changes which don't alter the Terms' content or meaning.

27.2 We will use reasonable efforts to give you at least 15 days' notice before such changes take effect. We won't give you advance notice if we have to make a change with immediate effect, whether for legal or regulatory reasons or to protect DrinksBox, our suppliers or our customers from fraud, malware, spam, data breaches or other cybersecurity risks.

27.3 If you list new products on or otherwise continue to use DrinksBox after we have told you about any changes, you will be deemed to have agreed to those changes and they will take effect immediately. For the avoidance of doubt, continuing to fulfil orders placed before the changes took effect shall not of itself constitute acceptance of the changes.

27.4 If you're unhappy with any changes we tell you about, you can end this agreement in accordance with clause 21.1.

28. General

28.1 Assignment

We may assign or transfer our rights and obligations under this agreement to another entity but will always notify you via email or the supplier interface if this happens.
You may only assign or transfer your rights or your obligations under this agreement to another person if we agree in writing.

28.2 Waiver

If we do not insist that you perform any of your obligations under this agreement, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

28.3 Severance

Each paragraph of this agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

28.4 Third party rights

This agreement is between you and us. No other person has any rights to enforce any of its terms.

28.5 Governing law and jurisdiction

This agreement is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the English courts.

28.6 Confidentiality

In this clause, confidential information means any information of a confidential nature concerning the business, assets, affairs, customers, clients, suppliers, pricing or commission rates of the disclosing party, or any other information designated as confidential by the disclosing party. For the avoidance of doubt, confidential information does not include data generated through the operation of, or your use of, DrinksBox, which shall be owned by and freely usable by DrinksBox.
Neither you nor we (the recipient) shall at any time disclose to any person any confidential information of the other (the discloser), except:
1. to the recipient's employees, officers, representatives, contractors, subcontractors or advisers (or those of its corporate group) who need to know such information for the purposes of exercising the recipient's rights or carrying out its obligations under or in connection with this agreement. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers (or those of its corporate group) to whom it discloses the discloser's confidential information comply with this clause;
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
3. information that is or becomes publicly available other than as a result of a breach of this clause; or
4. information that was already known to the recipient before disclosure.
The recipient shall not use the discloser's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
Notwithstanding the foregoing restrictions, we may collect, use and commercialise data generated or observed through the operation of, or your use of, DrinksBox for any purpose, including developing and selling market intelligence, analytics and reporting services.
The obligations in this clause shall survive termination of this agreement for a period of five years, save that our rights under clause 28.6(d) shall survive termination indefinitely.

28.7 Entire agreement

This agreement (comprising these Terms and the policies referred to in them) constitutes the entire agreement between you and us in relation to our services. Both you and we acknowledge that in entering into this agreement neither of us relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Both you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.