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Terms of Use (Business Customers)

Last Updated: 24/03/26

BACKGROUND:

These Terms of Use, together with any and all other documents referred to herein, set out the terms of use under which you may use this Application, www.lazylister.app ("Our Application"). Please read these Terms of Use carefully and ensure that you understand them. Your agreement to comply with and be bound by these Terms of Use will be predicated by a requirement to read and accept these Terms of Use when signing up for an Account. If you do not agree to comply with and be bound by these Terms of Use, you must stop using Our Application immediately. These Terms of Use do not apply to the sale of services. Please refer to our Business Terms of Sale for more information here.

These Terms of Use apply only to business customers using Our Application in the course of business. If you are an individual consumer using Our Application for personal, non-business purposes, these Terms do not apply to you and you should refer to our Terms of Use (Consumers), available at Terms of Use (Consumers).

1. Definitions and Interpretation

1.1 In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:

Term Definition
Account means an account required for a User to access and/or use certain areas of Our Application, as detailed in Clause 4;
Business Customer means any person, firm, company, or other entity using Our Application in the course of business;
Content means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer or device that appears on, or forms part of, Our Application;
User means a user of Our Application;
User Content means any content submitted to Our Application by Users including, but not limited to, product details, titles, descriptions, specifications, pricing, account settings, preferences and other media uploaded for use in product listings; and
We/Us/Our means LazyLister Limited, a company registered in England under company number 16801336, whose registered address is 8 Raynham Avenue, Manchester, M20 6BW and whose main trading address is 8 Raynham Avenue, Manchester, M20 6BW.

2. Information About Us

2.1 Our Application, LazyLister, is owned and operated by LazyLister Limited, a limited company registered in England under company number 16801336, whose registered address is 8 Raynham Avenue, Manchester, M20 6BW and whose main trading address is 8 Raynham Avenue, Manchester, M20 6BW.

3. Access to Our Application

3.1 Access to Our Application requires a subscription.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Application.

3.3 Access to Our Application is provided on an "as available" basis. We will use reasonable endeavours to ensure the Application is available but do not guarantee uninterrupted access. We may from time to time suspend, withdraw, or restrict availability of all or part of the Application for business or operational reasons, including maintenance or updates. Where reasonably practicable, We will provide advance notice of any planned suspension or withdrawal.

3.4 Our Application uses third-party software and services, including but not limited to BotPress, Clerk, Stripe, Netlify, Amazon Web Services, Google Analytics, OpenAI, Fireworks and Google. Your use of these services is subject to their respective terms and privacy policies. We are not responsible for interruptions, errors, or failures caused by third-party services.

3.5 We may change or replace third-party providers at any time without notice, provided that this does not materially reduce the overall functionality of Our Application.

4. Accounts

4.1 Certain parts of Our Application (including the ability to purchase services from Us) require an Account in order to access them.

4.2 You may not create an Account if you are under 18 years of age. By creating an Account, you confirm that you are at least 18 years of age and that you have the authority to enter into these Terms on behalf of the business.

4.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up to date.

4.4 We recommend that you choose a strong password for your Account, consisting of a combination of lowercase and upper case letters, numbers and symbols. It is your responsibility to keep your password safe. You must not share your Account with anyone else unless your subscription plan specifically permits multiple users. If you believe your Account is being used without your permission, please contact Us immediately at account@lazylister.app. We will not be liable for any unauthorised use of your Account where such use results from your failure to keep your login details secure.

4.5 You must not use anyone else's Account without the express permission of the User to whom the Account belongs.

4.6 Any personal information provided in your Account will be collected, used, and held in accordance with our Privacy Policy.

4.7 If you wish to close your Account, you may do so at any time within your settings. Within 24 hours of receiving your request, we will send a confirmation email to your registered email address acknowledging that your Account closure request is being processed.

Closing your Account will result in:

  1. Removal of access to the Application; and
  2. Deletion or anonymisation of your personal data from active systems in accordance with applicable data protection laws.

We will normally delete or anonymise your personal data within 14 days of receiving your request. However, certain information may be retained for a longer period where retention is necessary:

  1. To comply with legal obligations (including accounting, tax or regulatory requirements);
  2. For the establishment, exercise or defence of legal claims; or
  3. Where we have an overriding legitimate interest permitted under applicable data protection law.

Where you have made payments, transactions, claims or disputes within the previous 30 days, certain transactional records may be retained for up to 60 days for reconciliation, fraud prevention, chargeback management, or dispute resolution. All retained data will be securely stored and processed only for the purposes stated above.

Full details of your data protection rights and how to exercise them are set out in our Privacy Policy.

4.8 If you close your Account, your User Content will be deleted from active systems. However, copies may remain in backup systems for a limited period in accordance with data retention policies.

5. Intellectual Property Rights

5.1 With the exception of User Content (see Clause 6), all Content included on Our Application and the copyright and other intellectual property rights subsisting in that Content, belongs to or has been licensed by Us. This includes but is not limited to all content, software, code, databases, text, graphics, logos, icons, audio, video, data compilations, page layout, underlying code, and any other intellectual property forming part of Our Application (collectively, "Our Content"), which is protected by applicable United Kingdom and international intellectual property laws and treaties.

5.2 Subject to sub-Clause 5.3, you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Application unless given express written permission to do so by Us.

5.3 You may:

  1. Access, view and use Our Application in a web browser (including any web browsing capability built into other types of software or app);
  2. Download Our Application (or any part of it) for caching;
  3. Download extracts from pages on Our Application; and
  4. Save pages from Our Application for later and/or offline viewing.

5.4 Our status as the owner and author of the Content on Our Application (or that of identified licensors, as appropriate) must always be acknowledged.

5.5 You may use any data, reports, or outputs generated through Our Application for your own business purposes, including commercial use on eBay. However, you may not reproduce, redistribute, or resell Our Application itself, or any proprietary content, code, or materials that are not generated from your own data, without first obtaining a licence from Us.

5.6 We reserve the right to revoke the licence granted under Clause 5.3 and/or suspend or terminate your Account if you breach these Intellectual Property Rights provisions.

5.7 Any unauthorised use of Our Content or infringement of Our intellectual property rights may result in legal action, including claims for damages and injunctive relief, in addition to any rights and remedies available to Us under Clause 14.

6. User Content

6.1 User Content on Our Application includes (but is not necessarily limited to) product details, titles, descriptions, specifications, photographs, logos, pricing, account settings, preferences and other data you choose to upload or input in order to use the features of Our Application.

6.2 An Account is required if you wish to submit User Content. Please refer to Clause 4 for more information.

6.3 You are responsible for the User Content you submit and for ensuring that you have the necessary rights to submit it. Specifically, you agree, represent, and warrant that you have the right to submit the User Content and that all such User Content will comply with Our Acceptable Usage Policy, detailed below in Clause 13.

6.4 You shall indemnify Us and keep Us indemnified against all losses, damages, costs, expenses (including reasonable legal fees), claims, demands, and liabilities arising out of or in connection with any breach of the warranties set out in Clause 6.3, including but not limited to any claim that your User Content infringes the intellectual property rights, privacy rights, or other rights of any third party.

6.5 You retain ownership of your User Content and all intellectual property rights subsisting in it.

By submitting User Content to the Application, you grant Us a non-exclusive, royalty-free, worldwide licence to use, store, process, reproduce, display, and adapt your User Content solely for the purposes of:

  1. Providing and operating the Application;
  2. Generating outputs and features requested by you;
  3. Maintaining, improving, and developing the functionality of the Application; and
  4. Complying with legal or regulatory obligations.

The licence will continue only for as long as your User Content remains on the Application and for any limited period necessary to comply with legal obligations, resolve disputes, enforce Our rights, or maintain secure backups. The licence automatically terminates upon deletion of your User Content or closure of your Account, except to the extent retention is required under applicable law or permitted under Our data retention policy.

For the avoidance of doubt, the right to adapt your User Content is limited to the technical processing required to generate outputs and operate the Application. Your User Content will not be made available to other users or used for purposes unrelated to providing the Application and its features to you.

6.6 If you wish to remove User Content from Our Application, the User Content in question will be deleted. Please note, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).

6.7 Our Application uses third-party AI service providers to process User Content and generate outputs. By using AI-powered features, you acknowledge that your inputs will be transmitted to those providers for processing. Further details about how your data is processed, including information about third-party providers and international transfers, are set out in our Privacy Policy.

6.8 We may reject, reclassify, or remove any User Content from Our Application where, in Our sole opinion, it violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.

7. No Scraping, Text or Data Mining

7.1 You may not in any way undertake, enable, permit, authorise, or facilitate any form of web scraping or text or data mining on or with respect to any part of Our Application.

7.2 You may not use any part of Our Application or any data, Content, or information included on Our Application, for the purposes of developing or training AI models or systems.

7.3 The prohibition set out in this Clause 7 covers all purposes for which such activities may be carried out including, but not limited to, the development or training of AI models or systems. This includes, but is not limited to, the use of:

  1. Any bot, robot, scraper, spider, or other automated system, software, algorithm, code, process, tool, or methodology used to access, obtain, copy, or republish any data, Content, or information included on Our Application; and
  2. Any automated techniques designed to analyse digital text or data in order to generate information or to develop or train AI models or systems.

7.4 Sub-Clauses 7.1 to 7.3 shall apply to the fullest extent permissible by law.

7.5 You must not:

  1. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, model architecture, system prompts, training data, or underlying components of the Application;
  2. Use outputs generated by the Application for the purpose of benchmarking, developing, or training competing AI systems; or
  3. Systematically extract or compile outputs, data, or metadata from the Application to create a competing service.

8. Links to Our Application

8.1 You may link to Our Application provided that:

  1. you do so in a fair and legal manner;
  2. you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists; and
  3. you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.

8.2 You may link to specific pages of Our Application provided that:

  1. The content is publicly accessible without circumvention of any access controls;
  2. The link does not bypass subscription requirements or technical protection measures;
  3. The link does not frame, embed, or otherwise present Our Application as part of another website or service; and
  4. The link complies with the requirements set out in Clause 8.5.

8.3 You must not frame or embed Our Application or any part of it on any other website, app, or service without Our express written permission.

8.4 We reserve the right to withdraw linking permission at any time where We reasonably believe these Terms have been breached.

8.5 You may not link to Our Application from any other Application the main content of which contains material that:

  1. is sexually explicit;
  2. is obscene, deliberately offensive, hateful or otherwise inflammatory;
  3. promotes violence;
  4. promotes or assists in any form of unlawful activity;
  5. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
  6. is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
  7. is calculated or is otherwise likely to deceive another person;
  8. is intended or is otherwise likely to infringe (or to threaten to infringe) another person's privacy;
  9. misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive;
  10. implies any form of affiliation with Us where none exists;
  11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, and database rights) of any other party; or
  12. is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

8.6 The content restrictions in sub-Clause 8.5 do not apply to content submitted to sites by other users provided that the primary purpose of the Application accords with the provisions of sub-Clause 8.5.

9. Links to Other Sites

Links to other sites may be included on Our Application. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third-party sites. The inclusion of a link to another site on Our Application is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

10. Disclaimers

10.1 Nothing on Our Application constitutes advice on which you should rely. It is provided for general information purposes only. We do not provide financial, legal or professional advice, and you should not rely on any content or data generated by Our Application as a substitute for independent professional judgement. You are solely responsible for ensuring that your product listings, pricing, and descriptions comply with eBay's policies, applicable laws, and any other legal requirements; verifying the accuracy of any information before acting on it; and seeking professional advice where necessary.

10.2 We warrant that the Application will perform substantially in accordance with its published description and any documentation made available through the Application. This warranty does not guarantee that the Application will be uninterrupted, error-free, or compatible with all third-party software or hardware.

10.3 Except as expressly set out in these Terms, and to the fullest extent permitted by law, all other conditions, warranties, and representations relating to Our Application and its Content, whether express or implied, are hereby excluded. In particular, We do not warrant that the Application will meet your specific business requirements or commercial objectives, and you acknowledge that you are responsible for satisfying yourself that the Application is suitable for your intended purposes.

10.4 Nothing in these Terms shall exclude any implied condition as to title or quiet possession.

10.5 We make reasonable efforts to ensure that the Content on Our Application is complete, accurate, and up to date. We do not, however, make any representations, warranties, or guarantees (whether express or implied) that the Content is complete, accurate, or up to date.

10.6 Our Application uses artificial intelligence and machine learning systems to generate content such as product descriptions, titles, keywords, and other suggestions ("AI Content"). All generated outputs within the Application are produced using AI technology.

10.7 AI Content is provided as an automated drafting and assistance tool only. You are solely responsible for reviewing, editing and approving any AI Content before using it in your listings. We do not guarantee that AI Content will be error-free, complete, or compliant with platform rules or applicable law.

10.8 AI Content is generated automatically based on information you provide and other available data. AI Content may contain inaccuracies, omissions, or unintended bias. It is provided for your convenience only and does not constitute advice or a guarantee of compliance with any law, regulation, or eBay policy.

10.9 We make no representations, warranties, or guarantees as to the accuracy, completeness, or fitness for purpose of AI Content. We accept no liability for any loss, damage or penalties that may arise from your use of or reliance on AI Content.

10.10 You must not input personal data, confidential information, or special category data into any AI-powered features unless explicitly requested for account or payment purposes.

10.11 Certain user inputs may be transmitted to and processed by third-party AI providers in order to generate responses. Such processing will be carried out in accordance with our Privacy Policy.

10.12 If you believe that any AI-generated content is inaccurate, offensive, harmful or inappropriate, you must notify Us immediately so that We can review, remove or correct it where necessary.

10.13 You agree not to use AI Content in a way that infringes the intellectual property rights, privacy rights, or other rights of any person or that violates eBay's terms or applicable law.

10.14 The provisions of this Clause 10 set out your responsibilities when using AI Content. If you have any questions about your obligations, please contact Us at support@lazylister.app.

10.15 We shall not be liable for any failure, delay, or interruption caused by third-party service providers, hosting, or payment processors.

10.16 Details of how we share data with third-party providers are set out in our Privacy Policy.

11. Limitation of Liability

11.1 The provisions of this Clause 11 apply only to the use of Our Application and not to the sale of services, which is governed separately by Our Business Terms of Sale.

11.2 Nothing in these Terms of Use excludes or restricts Our liability for fraud or fraudulent misrepresentation; for death or personal injury resulting from negligence; or for any other forms of liability which cannot be excluded or restricted by law.

11.3 Subject to sub-Clause 11.2, We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: any loss of profits, sales, business, or revenue; loss of business opportunity; loss of anticipated savings; loss of goodwill; or any indirect or consequential loss or damage arising out of or in connection with the use of (or inability to use) Our Application or the use of or reliance upon any Content (including User Content) included on Our Application.

11.4 Subject to sub-Clause 11.2, Our total aggregate liability to you in respect of all losses arising under or in connection with these Terms of Use, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount of Subscription fees paid by you to Us in the 12-month period immediately preceding the event giving rise to the claim.

11.5 Our liability for loss of or damage to your data arising under or in connection with these Terms of Use shall not exceed the total amount of Subscription fees paid by you to Us in the 3 month period immediately preceding the event giving rise to the claim. We shall have no liability for loss of or damage to your data to the extent that such loss or damage results from your failure to maintain adequate backups of your own data.

11.6 We exercise all reasonable skill and care to ensure that Our Application is free from viruses and other malware. However, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Application (including the downloading of any Content from it) or any other Application referred to on Our Application.

11.7 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Application resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

12. Viruses, Malware and Security

12.1 We exercise all reasonable skill and care to ensure that Our Application is secure and free from viruses and other malware.

12.2 You are responsible for protecting your hardware, software, data, and other material from viruses, malware, and other internet security risks.

12.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Application.

12.4 You must not attempt to gain unauthorised access to any part of Our Application, the server on which Our Application is stored, or any other server, computer, or database connected to Our Application.

12.5 You must not attack Our Application by means of a denial of service attack, a distributed denial of service attack, or by any other means.

12.6 By breaching the provisions of sub-Clauses 12.3 to 12.5 you may be committing a criminal offence under the Computer Misuse Act 1990 (as amended). Any and all such breaches will be reported to the relevant law enforcement authorities, and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Application will cease immediately in the event of such a breach.

13. Acceptable Usage Policy

13.1 You may only use Our Application in a manner that is lawful and that complies with the provisions of this Clause 13. Specifically:

  1. you must ensure that you comply fully with any and all local, national, or international laws and/or regulations;
  2. you must not use Our Application in any way, or for any purpose, that is unlawful or fraudulent;
  3. you must not use Our Application to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
  4. you must not use Our Application in any way, or for any purpose, that is intended to harm any person or persons in any way.

13.2 When submitting User Content (or communicating in any other way using Our Application), you must not submit, communicate or otherwise do anything that:

  1. is sexually explicit;
  2. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
  3. promotes violence;
  4. promotes or assists in any form of unlawful activity;
  5. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
  6. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
  7. is calculated or is otherwise likely to deceive;
  8. is intended or otherwise likely to infringe (or threaten to infringe) another person's right to privacy or otherwise uses their personal data in a way that you do not have a right to;
  9. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
  10. implies any form of affiliation with Us where none exists;
  11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks, and database rights) of any other party; or
  12. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

13.3 We reserve the right to suspend or terminate your access to Our Application if you breach the provisions of this Clause 13 or any of the other provisions of these Terms of Use. Specifically, We may take one or more of the following actions:

  1. suspend, whether temporarily or permanently, your Account and/or your right to access Our Application;
  2. remove any User Content submitted by you that violates this Acceptable Usage Policy;
  3. issue you with a written warning;
  4. take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
  5. take further legal action against you as appropriate;
  6. disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
  7. any other actions which We deem reasonably appropriate (and lawful).

13.4 We may suspend or terminate your Account immediately without prior notice where We reasonably believe that a breach has occurred. We are not required to provide you with an opportunity to remedy the breach before taking action under this Clause 13.

13.5 You must ensure that all User Content, including product listings created or managed through Our Application, complies with eBay's current Prohibited and Restricted Items Policy and all other eBay policies.

14. Indemnity

14.1 You shall indemnify Us and keep Us indemnified against all losses, damages, costs, expenses (including reasonable legal fees), claims, demands, and liabilities arising out of or in connection with:

  1. your breach of any of the terms of these Terms of Use;
  2. your use of Our Application, including any listings created or managed using the Application;
  3. any claim that your User Content or your use of AI Content infringes the intellectual property rights, privacy rights, or other rights of any third party;
  4. your breach of eBay's terms of service, policies, or any applicable law in connection with listings created using the Application; and
  5. any claim by a third party arising from or related to your use of the Application.

14.2 This indemnity shall survive the termination or expiry of these Terms of Use.

15. Privacy and Cookies

Use of Our Application is also governed by Our Privacy Policy and Our Cookie Policy. These policies are incorporated into these Terms of Use by this reference.

16. Changes to these Terms of Use

16.1 We may update these Terms from time to time to reflect changes in law, regulatory requirements, technical developments, improvements to the Application, or changes to Our business operations.

16.2 Where a change is material, We will provide at least 30 days' advance notice by email (if you have an Account) or by clearly posting a notice within the Application.

16.3 If you do not agree to the proposed changes, you may terminate your Account and cancel your Subscription before the changes take effect. If you terminate under this Clause, you will not be charged for any period after the date of termination and We will refund on a pro-rata basis any Subscription fees paid in advance for the period after termination.

16.4 If you continue to use the Application after the changes take effect, you will be deemed to have accepted the updated Terms.

16.5 Minor changes that do not materially affect your rights (for example, corrections of errors, clarifications, or non-substantive updates) may take effect immediately.

17. Contacting Us

To contact Us, please email Us at contact@lazylister.app or using any of the methods provided on our contact page at contact@lazylister.app.

18. Communications from Us

18.1 If We have your contact details, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms of Use, Our Terms of Sale, and changes to your Account.

18.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from us at any time, it may take up to 2 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.

18.3 For questions or complaints about communications from Us, please contact Us at contact@lazylister.app.

19. Data Protection

We will only use your personal information as set out in Our Privacy Policy and Our Cookie Policy.

20. Complaints and Dispute Resolution

If you have a complaint about the Application or Our Service, please contact Us in the first instance at:

Email: support@lazylister.app

We aim to acknowledge complaints within 5 business days and to provide a substantive response within 14 business days.

If a dispute cannot be resolved between Us, either party may pursue the matter through the courts in accordance with Clause 25.

21. Entire Agreement

21.1 These Terms of Use, together with the documents referred to herein (including our Business Terms of Sale, Privacy Policy, and Cookie Policy), constitute the entire agreement between you and Us with respect to your use of Our Application and supersede all prior agreements, understandings, and representations, whether written or oral.

21.2 Nothing in these Terms of Use is intended to, or shall be deemed to, establish any partnership, agency, or joint venture between the parties, nor authorise either party to make or enter into any commitments on behalf of the other party.

21.3 Each party acknowledges that in entering into these Terms of Use it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty that is not set out in these Terms of Use. Nothing in this Clause shall limit or exclude liability for fraud or fraudulent misrepresentations.

22. Force Majeure

22.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms of Use where such failure or delay results from any cause that is beyond that party's reasonable control, including but not limited to: acts of God, fire, flood, storm, or earthquake; epidemic or pandemic; acts of government or regulatory authorities; war, civil unrest, or terrorism; power failure, internet or telecommunications failure; failure of third-party services, platforms, or APIs (including eBay); and industrial action or labour disputes.

22.2 The affected party shall notify the other party as soon as reasonably practicable of the force majeure event and its expected duration.

22.3 If a force majeure event continues for a period of 60 consecutive days, either party may terminate these Terms of Use by giving written notice to the other party. In such circumstances, We will refund on a pro-rata basis any Subscription fees paid in advance for the period after termination.

23. Severability

23.1 If any provision of these Terms of Use is found by any court or competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this Clause shall not affect the validity and enforceability of the rest of these Terms of Use. In such event, the parties shall negotiate in good faith a replacement provision that, as closely as possible, achieves the intended commercial result of the original provision.

24. Third Party Rights

24.1 These Terms of Use are made for the benefit of the parties to them and are not intended to benefit, or be enforceable by, any third party. No person who is not a party to these Terms of Use shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

25. Law and Jurisdiction

25.1 These Terms of Use, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, the law of England and Wales.

25.2 Any dispute arising out of or in connection with these Terms of Use, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

26. Waiver

26.1 No failure or delay by Us in exercising any right or remedy under these Terms of Use shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

26.2 A waiver of any right or remedy under these Terms of Use shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

27. Assignment

27.1 You may not assign, transfer, sub-contract, or otherwise deal with any of your rights or obligations under these Terms of Use without Our prior written consent.

27.2 We may assign or transfer Our rights and obligations under these Terms of Use to any successor, acquirer, or affiliate without your consent, provided that such assignment does not materially diminish your rights under these Terms of Use.

28. Notices

28.1 All notices given by you to Us must be given in writing to contact@lazylister.app or by pre-paid first class post to LazyLister Limited, 8 Raynham Avenue, Manchester, M20 6BW.

28.2 All notices given by Us to you will be sent to the email address you have provided in your Account.

28.3 A notice shall be deemed to have been received:

  1. if sent by email, on the next business day after sending; or
  2. if sent by pre-paid first class post, two business days after the date of posting.

28.4 This Clause does not apply to the service of any proceedings or other documents in any legal action, for which the applicable rules of civil procedure shall apply.

29. Survival

29.1 Any provisions of these Terms of Use that by their nature should survive termination or expiry shall continue in full force and effect, including but not limited to:

  1. Clause 5 (Intellectual Property);
  2. Clause 6.4 (User Content Indemnity);
  3. Clause 6.5 (User Content licence, to the extent specified therein);
  4. Clause 7 (No Scraping, Text or Data Mining);
  5. Clause 10 (Disclaimers);
  6. Clause 11 (Limitation of Liability);
  7. Clause 14 (Indemnity);
  8. Clause 19 (Data Protection);
  9. Clause 23 (Severability);
  10. Clause 25 (Law and Jurisdiction); and
  11. this Clause 29.