Reboxed - Merchant Terms & Conditions

Version 3.2

Last updated: 28th September 2026

1. Definitions

Platform means Reboxed Ltd, trading as “Reboxed”.

Consumer means the end customer purchasing Products through Reboxed.

Merchant means the supplier of Products presented by Reboxed to Consumers.

Products means refurbished devices and approved accessories listed in the Reboxed catalogue.

Material Breach means a breach that is sufficiently serious in nature, consequence or duration to deprive the affected Party of a substantial part of the benefit it reasonably expected to receive under these Terms.

Merchant T&Cs / Terms means these Merchant Terms & Conditions of Trade, as updated from time to time by Reboxed and notified to the Merchant.

Platform Fees means the service and fixed fees applied by Reboxed for access to the Platform, customer services and related infrastructure.

Delivery Confirmation means courier proof of delivery, including signature or equivalent secure receipt confirmation from the carrier.

ReService™ Fee means the operational service fee charged by Reboxed in connection with customer care and transaction handling, including returns, delivery queries, warranty claims and product condition disputes.

Order Acknowledgement means confirmation from the Merchant’s system that an Order transmitted through the Reboxed API has been successfully received and accepted for fulfilment.

Reconciliation Statement means a periodic report provided by Reboxed detailing Orders, returns, adjustments, operational charges and amounts payable between the Parties.

Relay means Reboxed’s merchant portal, reporting platform and operational management system through which Orders, returns, disputes, warranty claims, performance reporting, reconciliation records, Billing Statements and related operational activities may be managed.

Billing Statement means a periodic sales and reconciliation statement issued by Reboxed through Relay or another designated system, detailing sales activity, returns, adjustments, credits, Carry-Forward Balances and other transaction data for a specified reporting period.

Carry-Forward Balance means any unresolved adjustment, credit, return liability, dispute amount or reconciliation item carried into a future Billing Statement until resolved.

Business Day means any day other than a Saturday, Sunday or public holiday in England and Wales.

Order means a purchase order placed by a Consumer through the Platform for a Product supplied by the Merchant.

Quality Benchmark means the acceptable error or return threshold applicable to Merchant sales, as defined in Clause 10 and Appendix A.

SKU means a stock-keeping unit identifier used to identify a Product listing.

Cut-Off Time has the meaning given in clause 7.1.2.

Delivery Window means the delivery timeframe applicable to an Order under clause 7.1.1, or any different delivery window approved by Reboxed under that clause.

Late Delivery Fee has the meaning given in clause 7.1.5.

Unfulfilled Order and Unfulfilled Order Fee have the meanings given in clause 7.1.7.

2. Partnership Summary

These Terms govern the commercial relationship between Reboxed and the Merchant for the sale of refurbished electronics through the Reboxed online platform, retail channels and marketing partners.

The Parties agree to:

1. supply and market quality refurbished devices that protect the Consumer experience and Reboxed’s brand reputation;
2. maintain open and timely communication concerning stock, pricing, returns and performance; and
3. comply with the service levels and operational standards set out in these Terms, the Appendices and any applicable channel partner agreement signed by both Parties.

By listing Products, fulfilling Orders or otherwise continuing to trade through the Platform, the Merchant is deemed to have accepted these Terms.

Reboxed acts as the merchant of record and customer-facing platform. The Merchant acts as the fulfilment and product supply partner and is responsible for the accuracy, quality and lawful supply of Products.

Reboxed may amend operational processes, service levels and Platform Fees within these Terms by giving written notice to the Merchant. Where a change materially affects the Merchant’s commercial or operational obligations, the Merchant may object in writing within thirty (30) days of notice. Continued use of the Platform after the effective date of the change constitutes acceptance.

Where the Merchant does not accept a Material Change, either Party may terminate these Terms by giving not less than thirty (30) days’ written notice.

Termination does not affect obligations relating to Products sold before the termination date. The Merchant remains responsible for applicable warranty obligations, returns handling and Consumer liabilities relating to Products sold during the term.

Any variation, exception or additional term proposed by the Merchant is valid only where agreed in writing and signed by both Parties.

Nothing in these Terms creates a partnership, joint venture or agency relationship. Each Party acts as an independent contractor.

Reboxed retains discretion over Platform presentation, ranking, search visibility and buy-box allocation.

3. Territory

Sales are limited to the United Kingdom unless otherwise agreed in writing.

4. Products

The Merchant shall supply refurbished electronic devices and approved accessories in line with the Reboxed catalogue and applicable category approvals.

All Products must:

1. be genuine original-manufacturer products;
2. be fully owned by the Merchant and free from third-party claims, liens or encumbrances;
3. meet the applicable VAT treatment notified by the Merchant for each SKU;
4. be data-wiped, network-unlocked and fully functional;
5. have battery health of at least 80%, unless otherwise agreed in writing; and
6. include the accessories required by the Reboxed catalogue and fulfilment standards.

All devices supplied must be United Kingdom specification models unless Reboxed gives prior written approval.

The Merchant must not list or supply international-specification devices without prior written approval. Any unauthorised international device may be rejected, returned at the Merchant’s cost or removed from sale.

Where approval is given, the Merchant must ensure that all specifications, features, functionality, compatibility and customer-facing information are accurate and clearly reflect the approved device.

Reboxed may conduct proportionate spot checks, test purchases and quality reviews to verify compliance with the Reboxed Grading and Fulfilment Guide. Where a spot check is to take place at the Merchant’s premises, Reboxed will give at least five (5) Business Days’ notice and will not conduct more than one such premises inspection per quarter unless there is a material quality, safety or compliance concern.

4.1 Refurbishment Components

Where a Product has been repaired, refurbished or had components replaced before sale, any replacement part must be:

1. an original manufacturer part; or
2. a high-quality equivalent part that does not materially reduce functionality, safety, performance, battery life or customer experience.

The Merchant must not use counterfeit, unsafe, incompatible, unlawfully sourced or materially substandard components.

Where non-original parts are used, the Merchant must maintain sufficient records to evidence their nature and source and provide those records to Reboxed upon reasonable request.

The Merchant must not describe a Product as “Manufacturer Refurbished”, “OEM Refurbished” or equivalent where non-original replacement parts have been used.

Any replacement battery must comply with applicable UK safety requirements and deliver performance substantially equivalent to the original manufacturer specification.

Reboxed may request evidence relating to refurbishment processes, replacement parts, battery health or component sourcing where reasonably required for quality assurance, customer complaint investigation, product safety or compliance.

5. Product Quality and Returns Compliance

All Products must meet the Reboxed TechCheck Grading and Fulfilment Guide.

The Merchant shall maintain a return rate, excluding change-of-mind returns, below four percent (4%) on a rolling ninety-day basis. Reboxed may also monitor a rolling thirty-day return metric for operational visibility.

Where performance exceeds the applicable Quality Benchmark, the Dispute and Escalation Process in Appendix A applies.

Where return rates or quality failures remain materially above the applicable threshold after a reasonable remediation period, Reboxed may give advance written notice and temporarily reduce the Merchant’s Platform visibility or suspend affected SKUs until the issue is remedied.

Where a Product is delivered in a lower cosmetic grade than advertised, the deductions in Appendix A may apply following the Dispute and Escalation Process.

Reboxed may, following that process and based on reasonable and objective evidence:

1. refund or compensate the Consumer; and
2. deduct the corresponding reasonable and proportionate amount from the Merchant’s next payout or reconciliation.

Persistent service-level failures may trigger a performance review. Any temporary suspension or visibility reduction shall end promptly, and in any event within twenty-four (24) hours, after the relevant issue is remedied.

No liability shall be attributed to the Merchant under this Clause until the applicable review concludes that the Merchant is responsible, except where Reboxed holds clear objective evidence of fraud or an immediate product-safety risk.

6. Diagnostic Verification and Records

Reboxed may reasonably request diagnostic test results for any Product listed or sold through the Platform.

Diagnostic reports may include results from Phonecheck, Blackbelt, Asset Science or another equivalent provider approved by Reboxed.

Where requested, the Merchant shall provide the relevant report within two (2) Business Days.

Diagnostic information may be used to:

1. support quality assurance;
2. resolve customer queries or disputes; and
3. support Platform compliance and reporting.

The Merchant shall retain diagnostic records for at least twelve (12) months from the test date and ensure that each report is complete, accurate and linked to the relevant Product.

7. Outbound Delivery Responsibilities

7.1 Delivery Standard and Late Delivery

7.1.1 Delivery standard. Unless Reboxed has expressly approved a different Delivery Window for a Merchant or listing in writing or through the Merchant Portal, the Merchant must ensure each Order is delivered to the Consumer by the end of the next Business Day after the Order is placed, provided the Order is placed before the applicable Cut-Off Time on a Business Day. Orders placed after the Cut-Off Time, or on a non-Business Day, must be delivered by the end of the second Business Day. Delivery is measured by the Delivery Confirmation recorded by the courier.

7.1.2 Cut-Off Time. The Cut-Off Time is 2pm on each Business Day, unless Reboxed notifies the Merchant of a different time in writing or through the Merchant Portal. Reboxed may change the Cut-Off Time on at least seven (7) days' notice.

7.1.3 Dispatch. The Merchant must dispatch each Order on the same Business Day it is placed before the Cut-Off Time, using a courier service appropriate to meet the delivery standard in clause 7.1.1.

7.1.4 Notice of delay. If the Merchant becomes aware that it will not meet the delivery standard for an Order, it must notify Reboxed within four (4) hours of becoming aware, and in any event before the Delivery Window ends, giving the reason for the delay and the expected delivery date. Notice does not extend the Delivery Window or waive any Late Delivery Fee.

7.1.5 Late Delivery Fee. Where an Order is not delivered within the applicable Delivery Window, a Late Delivery Fee of £10 shall apply for each Business Day the Order remains undelivered after that window, up to a maximum of £50 per Order. Where a Next Day Delivery charge has been paid by the Consumer, the fee for the first Business Day late shall be the higher of £10 or that delivery charge.

7.1.6 Exceptions. Late Delivery Fees shall not apply to the extent the delay is caused by Reboxed, the Consumer (including an incorrect address or a failed delivery attempt for which the Consumer is responsible), or a Force Majeure event. Disputes will be handled under the Dispute and Escalation Process in Appendix A.

7.1.7 Unfulfilled Order. Once Late Delivery Fees for an Order reach £50, the Order will be treated as an Unfulfilled Order and a flat Unfulfilled Order Fee of £50 will apply. This replaces, and is not added to, the Late Delivery Fees for that Order. Reboxed may then cancel the Order and refund the Consumer. No more than one £50 fulfilment-related fee (the Unfulfilled Order Fee, or the "Wrong item shipped, faulty, fulfilment error" fee in Appendix A) will apply to the same Order. The Unfulfilled Order Fee is in addition to any amount the Merchant must reimburse under clause 7.2 where the Product is lost, stolen or misdelivered.

7.1.8 Settlement. Late Delivery Fees and Unfulfilled Order Fees will be calculated monthly in arrears and applied as part of the monthly reconciliation under clause 19.6, by deduction from sums due to the Merchant or, where there are insufficient sums due, invoiced to the Merchant. Reboxed will provide a breakdown of each affected Order, the number of Business Days late and the fee applied. These fees recover the additional costs caused by late or failed delivery and are separate from, and in addition to, the ReService Fee, which covers routine customer care on every Order.

7.2 Delivery Risk, Confirmation and Non-Receipt Claims

7.2.1 Delivery risk. The Merchant retains delivery risk until confirmed receipt by the Consumer. Where the Merchant arranges or controls delivery, it remains responsible for loss, theft or misdelivery until Delivery Confirmation.

7.2.2 Delivery Confirmation. Delivery Confirmation must include a signature or equivalent secure courier confirmation from a recognised carrier.

7.2.3 Insurance. The Merchant must maintain suitable transit and courier insurance for Products shipped on behalf of Reboxed. Reboxed recommends declared-value cover equal to the retail value of each Product.

7.2.4 Non-receipt claims. Where Reboxed notifies the Merchant of a non-receipt claim, the Merchant shall, within two (2) Business Days:

(a) provide valid Delivery Confirmation;

(b) initiate a courier investigation and provide the claim or tracking reference; or

(c) provide other reasonable supporting evidence.

7.2.5 Extension. Where the Merchant is waiting for courier information, it may request a reasonable extension, provided it notifies Reboxed before the two (2) Business Day period in clause 7.2.4 ends. Any extension shall not exceed seven (7) Business Days from Reboxed's original notification.

7.2.6 Failure to respond. If the Merchant does not provide a response under clause 7.2.4, or does not resolve the claim within any extension agreed under clause 7.2.5, and in any event within seven (7) Business Days of Reboxed's original notification, Reboxed may refund the Consumer and recover the corresponding amount from the Merchant in accordance with these Terms.

7.2.7 Courier claims. A courier claim does not delay or limit the Merchant's obligation to reimburse Reboxed for a confirmed loss occurring while the Product was under the Merchant's control.

8. Commercial and Financial Terms

The Merchant shall pay the Platform Fees set out in Appendix A.

The Platform Service Fee is calculated on the sale price of each Order, excluding VAT and shipping, and contributes to Platform services, customer access, customer care, finance, transaction costs, data and reporting.

Reboxed may adjust billing methods or settlement timing, including deduction from sales proceeds or self-billing arrangements, where reasonably required and after reasonable notice.

Reboxed shall charge a ReService™ Fee of £1.49 on each successful transaction for customer care and transaction handling.

The ReService™ Fee is non-refundable, including where an Order is later returned, refunded or subject to a warranty claim. It does not apply where a transaction fails for reasons outside the Merchant’s control, including payment failure, cancellation or Platform error.

No quality claim or deduction applies to a Consumer change-of-mind return or where a reported fault is not confirmed and the Product is found to be fully functional and as described.

Unless otherwise agreed in writing, Billing Statements, Merchant invoicing and payments shall be managed under Clause 19. Platform Fees, adjustments and Carry-Forward Balances may be reflected in the applicable Billing Statement.

On thirty (30) days’ written notice, Reboxed may apply reasonable and proportionate operational deductions under Appendix A for fulfilment failures, including late delivery, incorrect packaging, the wrong Product, locked or blacklisted devices, non-functional Products or Products materially not as described.

9. Packing and Fulfilment

Orders received before the Cut-Off Time set out in clause 7.1.2 must be dispatched the same Business Day, in accordance with clause 7.1.3.

Orders must be securely packaged in accordance with the Reboxed Fulfilment Guide and include required Reboxed-branded materials.

The Merchant is responsible for maintaining sufficient packaging stock and notifying supplies@reboxed.co where supplies are running low.

Each Order must include the required compatible accessories at the Merchant’s cost, including applicable charging cables and SIM tools.

Reboxed may request promotional inserts, SIM cards or alternative packaging. Any bespoke requirement must be communicated in writing and agreed before implementation. The Merchant is not required to comply where doing so would demonstrably breach applicable law or third-party intellectual property rights, but must notify Reboxed promptly and cooperate on an alternative.

The Merchant is responsible for shipping costs as set out in Appendix A.

10. Quality Benchmarks and Operational Errors

Reboxed applies a four percent (4%) Quality Benchmark to total Merchant sales on a rolling thirty-day basis.

Quality Errors include misgraded Products, cosmetic discrepancies, confirmed functional defects identified within thirty (30) days and packaging errors.

Quality Errors exclude change-of-mind returns and unconfirmed fault reports where the Product is found to be fully functional and as described.

Reboxed shall provide a monthly Quality Errors report. The Merchant has ten (10) calendar days from receipt to challenge any alleged Quality Error. Disputed amounts shall be paused pending review.

Quality Errors within the benchmark shall not attract charges. Reboxed may apply charges only to Quality Errors exceeding the benchmark, subject to monthly review and Appendix A.

Reboxed shall conduct a quarterly reconciliation to account for timing differences.

Warranty claims arising after thirty (30) days and within twelve (12) months remain the Merchant’s responsibility. A four percent (4%) benchmark applies to warranty claims on a rolling annual basis.

The Quality Benchmark does not apply to operational failures such as double-selling, stock-outs or failure to dispatch, which may be chargeable in full under Appendix A.

Where agreed in writing, the Merchant may provide a replacement Product instead of a financial charge.

10.1 Non-Compliant Components

Any defect, performance issue, battery issue, compatibility issue, safety concern, warranty claim or customer complaint caused or contributed to by counterfeit, unsafe, incompatible, unlawfully sourced or materially substandard replacement parts constitutes a Quality Error.

Where Reboxed reasonably determines that non-compliant components caused or contributed to the issue, it may recover reasonable and proportionate investigation, remediation, replacement, refund, warranty and customer-support costs, subject to the Dispute and Escalation Process.

11. Operational Errors and Stock-Outs

The Merchant shall maintain accurate and up-to-date stock feeds and availability information.

Where the Merchant cannot fulfil an Order due to a stock-out or double sale, it shall:

1. provide a replacement within two (2) Business Days; and
2. notify Reboxed Care within four (4) hours if a replacement is not possible.

The Merchant may offer a like-for-like alternative or an upgrade of equal or greater value, subject to Consumer approval.

Where an Order cannot be fulfilled or replaced, Reboxed may apply a charge under Appendix A where failures are persistent or materially exceed the applicable benchmark.

12. After-Sales Service

Where Merchant support is required, communications shall be sent to the relevant Merchant contact or made available through Relay.

The Merchant shall cooperate in good faith with Reboxed Care and provide timely updates, diagnostics, evidence, repairs or replacement Products reasonably required to resolve a Consumer matter.

13. Return Logistics

Consumer return labels must be issued and tracked through Reboxed systems or through an API or portal integration accessible to Reboxed.

Where a return label is generated outside Reboxed systems, the Merchant shall upload the tracking information on the day the label is issued.

Where a return label has been issued, the Merchant must notify Reboxed within seven (7) Business Days if the Product has not been received. Failure to notify within that period constitutes acceptance of the return for operational purposes.

After notifying Reboxed, the Merchant shall:

1. initiate a carrier investigation within two (2) Business Days; and
2. provide updates within seven (7) Business Days.

Failure to meet these requirements may result in Reboxed refunding the Consumer and recovering the corresponding reasonable and proportionate costs from the Merchant.

13.1 Relay Return Notifications

Reboxed may make return statuses, exceptions, unreceived returns, investigations, disputes and related deadlines available through Relay.

The Merchant is responsible for monitoring Relay and acting within the applicable service levels.

14. Returns Issues and Fraud

The Merchant shall retain and promptly provide evidence reasonably requested in connection with a delivery, return or fraud investigation, including:

1. Delivery Confirmation;
2. full tracking history;
3. return receipt or scan records; and
4. carrier claim references or correspondence.

Where a return has not been received within seven (7) Business Days and the Merchant has notified Reboxed within that period, the Merchant may raise a fraud or carrier claim and must confirm this to Reboxed.

Where an objective investigation shows that loss, delay or non-receipt arose from the Merchant’s actions or failure to follow agreed processes, Reboxed may resolve the Consumer claim and recover the corresponding reasonable and proportionate costs.

Where objective evidence demonstrates Consumer fraud, Reboxed may refuse or recover a refund.

The Merchant shall cooperate with fraud investigations and provide requested documentation within two (2) Business Days.

14.1 Returns Risk Allocation

Reboxed recommends tracked collection or signed-for delivery for all returns.

Where a return is made through a third-party drop-off point or unsecured reverse-logistics service and receipt cannot be proven by objective evidence, the matter shall be investigated under Appendix A.

Reboxed may refund a Consumer and recover reasonable and proportionate costs where the Merchant failed to comply with the applicable delivery, return or fraud obligations and is found responsible following the investigation.

Reboxed, as merchant of record, shall manage chargeback disputes. The Merchant shall provide requested supporting evidence within two (2) Business Days.

Where an objective investigation concludes that a chargeback arose from the Merchant’s failure to comply with these Terms, Reboxed may recover the corresponding reasonable and proportionate chargeback amount, fees and costs.

No liability shall be attributed to the Merchant until the applicable Dispute and Escalation Process concludes, except where Reboxed holds clear objective evidence of fraud.

15. Warranties

The Merchant shall provide a twelve-month warranty for all devices, beginning on delivery to the Consumer.

During the first thirty (30) days, the Consumer may choose a refund rather than a warranty remedy.

Reboxed shall provide a monthly warranty and claims report detailing open, closed and outstanding claims and the Products connected with those claims.

The warranty covers defects arising from the Product or refurbishment undertaken before sale. It does not cover accidental damage, cracked screens or casings, liquid damage, software issues unrelated to refurbishment, PIN or account locks, Consumer neglect, failure to follow instructions or unauthorised third-party repairs.

Where a Product is faulty under warranty, the Merchant shall repair it or replace it with a same-specification or higher-specification Product of equivalent grade. Refunds should be treated as a last resort.

Where the same fault occurs more than once during the warranty period, Reboxed may require a replacement or refund.

16. Performance Management and Reporting

The Parties shall maintain open communication regarding stock, pricing, fulfilment and customer support.

Reboxed may conduct regular performance reviews, including Quarterly Business Reviews.

Reboxed may provide reports, dashboards or other tools covering:

1. sales performance and trends;
2. financial summaries and reconciliation;
3. stock, pricing and competitive benchmarks;
4. customer feedback and return rates;
5. warranty and quality performance; and
6. forecasts where reasonably available.

Warranty and claims reporting shall be provided monthly.

Reboxed may update the format, frequency or delivery method of reporting where reasonably required.

The Merchant shall use available reporting to maintain competitive pricing and accurate stock. Where persistent pricing disparities are identified, Reboxed may request corrective action or temporarily reduce visibility of affected SKUs.

The Merchant shall maintain current business, care, logistics, technical, finance and management contacts and notify Reboxed promptly of any change.

16.1 Merchant Portal Access

Reboxed shall provide the Merchant with access to Relay.

Relay shall be the primary operational interface and may be used for:

1. Orders and fulfilment;
2. returns and warranty claims;
3. customer service and disputes;
4. stock and pricing;
5. Billing Statements and reconciliation;
6. performance reporting and analytics;
7. operational notices and service-level alerts; and
8. sales opportunities, pricing recommendations and marketplace insights.

The Merchant shall use Relay as part of its day-to-day management of the Reboxed sales channel.

Reboxed may rely on notices made available through Relay for operational purposes. The Merchant shall review Relay regularly and promptly identify discrepancies.

16.2 Merchant Users and Contacts

The Merchant shall keep Relay accounts, contact details and permissions accurate and up to date.

The Merchant shall maintain appropriate contacts for finance, customer service, operations, technical support and management.

Access for former employees, contractors or representatives must be removed without undue delay.

Reboxed may suspend, amend or revoke credentials where reasonably required for operational, security, compliance or data-protection purposes.

16.3 Data Security and Access

The Merchant shall keep Relay credentials secure and restrict use to authorised personnel.

The Merchant shall notify Reboxed promptly of suspected unauthorised access, security breaches or misuse.

This Clause does not alter the Parties’ obligations under Clause 20.

17. Technical Integration, Device Identification and Data Reporting

Reboxed provides APIs and technical tools for order processing, inventory management and data exchange.

The Merchant shall:

1. maintain accurate stock and pricing data and update it at least every twenty-four (24) hours;
2. acknowledge and process API Orders within one (1) hour of receipt;
3. upload valid tracking information on the day of shipment;
4. provide IMEI or serial-number data within one (1) Business Day of shipment; and
5. report material technical issues affecting Orders or stock within one (1) Business Day of detection.

All Merchants must comply with the applicable Reboxed API and Integration Guides.

Reboxed may update technical requirements from time to time. Material changes shall be notified in writing with updated documentation.

Reboxed shall use reasonable commercial efforts to maintain its systems, but uninterrupted or error-free operation cannot be guaranteed where third-party infrastructure is involved.

The Merchant remains responsible for stock accuracy and fulfilment.

17.1 IMEI and Device Identifier Reporting

The Merchant shall provide a complete and accurate IMEI, serial number or other unique device identifier for every device sold through the Platform, matched to the correct Order, SKU and VAT treatment.

The identifier must be submitted through the Reboxed API, an approved integration or Relay manual upload within one (1) Business Day of shipment and, in all circumstances, no later than seven (7) calendar days after sale.

Failure of the Merchant’s API, Linnworks or another third-party integration does not remove this obligation. Where an integration fails, the Merchant must use Relay manual upload or another method reasonably specified by Reboxed.

The Merchant shall correct missing, inaccurate, duplicated or incorrectly matched data promptly and maintain records linking each device to its Order, VAT treatment, delivery, return and warranty history.

Reboxed may use device identifiers for reconciliation, VAT records, customer support, warranty, returns, fraud prevention, device-status checks and, where legally permitted and reasonably necessary, recovery or blacklisting.

Where the Merchant fails to comply, Reboxed may require remediation within two (2) Business Days and may temporarily suspend affected listings, restrict further Orders or withhold settlement for affected Orders until the required data is provided.

18. Marketing Support

Subject to the Merchant’s prior written consent, the Merchant grants Reboxed a revocable, non-exclusive, worldwide, royalty-free licence to use its name, logo and approved product images solely for marketing and promotional activity connected with the relationship.

Any use must be accurate, consistent with agreed brand guidelines and limited to the term of these Terms unless otherwise agreed.

Any co-funded campaign or bespoke marketing activity must be agreed in writing.

19. Payment, Invoicing, Billing and Audit Verification

Reboxed shall provide weekly transaction and financial reporting through Relay, including information reasonably required to support reconciliation.

Unless otherwise agreed in writing, the Merchant shall issue weekly invoices based on the applicable Billing Statement.

Payments shall be made under Clause 19.1, net only of undisputed deductions, adjustments or amounts Reboxed is entitled to set off under Clause 19.5.

Platform Fees, returns, chargebacks, quality claims, warranty liabilities and other adjustments may be reflected in a Billing Statement or Carry-Forward Balance.

Reboxed may invoice separately for amounts properly due under these Terms.

Payments may be processed or held through third-party providers, including Stripe Connect, PayPal, Klarna and Clearpay. Reboxed remains responsible for paying the Merchant in accordance with the agreed commercial terms.

Reboxed may introduce alternative payment providers where reasonably required for operational, regulatory or commercial purposes.

19.1 Weekly Billing Statements and Invoicing

Unless otherwise agreed in writing, Reboxed shall issue a weekly Billing Statement through Relay on Monday covering Platform activity for the preceding Monday-to-Sunday period.

Each Billing Statement may include:

1. completed sales;
2. returns;
3. credits and adjustments;
4. Carry-Forward Balances;
5. statement totals; and
6. supporting transaction-level information, including Order references and device identifiers where available.

The Merchant is responsible for reviewing and reconciling each Billing Statement against its own Order, fulfilment, VAT and accounting records and for issuing a valid invoice based on the applicable statement.

The Merchant shall submit its invoice within two (2) Business Days of the Billing Statement being issued.

Subject to receipt of a valid invoice within that period, payment shall be made weekly, ordinarily on the following Friday or, where Friday is not a Business Day, on the next Business Day, unless otherwise agreed in writing.

The Merchant remains responsible for the accuracy, completeness and VAT treatment of its invoice.

Issuing an invoice or receiving payment does not prevent the Merchant from raising a reconciliation query within the review period in Clause 19.2.

19.2 Billing Statement Review and Disputes

The Merchant may notify Reboxed of a discrepancy, omission or challenge within thirty (30) calendar days of the Billing Statement date.

A review or dispute shall not delay payment of the undisputed portion of the Billing Statement.

Reboxed shall review a notified discrepancy and use reasonable endeavours to provide a response, clarification or proposed adjustment within a reasonable period.

Where a discrepancy is agreed, it may be corrected through a future Billing Statement, credit note, debit note or reconciliation adjustment.

The Parties shall work in good faith to resolve notified discrepancies as soon as reasonably practicable. An unresolved matter may be carried forward pending resolution.

Any matter not notified within thirty (30) calendar days shall be treated as accepted for reconciliation purposes, except where it concerns a genuine error, omission, return, fraud matter, chargeback or other item that could not reasonably have been identified within that period.

19.3 Statement Adjustments

Billing Statements are based on transaction, fulfilment, return and operational data available to Reboxed when generated.

Reboxed may amend or correct a Billing Statement where an error, omission, return, fraud investigation, chargeback, credit or other relevant matter is identified after issue.

The adjustment shall be clearly identified in a future Billing Statement, reconciliation statement or separate notice.

An unresolved adjustment may be recorded as a Carry-Forward Balance.

19.4 Missing or Late Invoices

Where the Merchant does not provide a valid invoice within the required period, Reboxed may defer payment until the invoice is received.

Reboxed may, at its discretion, make a payment on account based on the applicable Billing Statement.

A payment on account does not:

1. remove the Merchant’s obligation to issue a valid invoice;
2. constitute acceptance of the Merchant’s underlying records or VAT treatment; or
3. establish an ongoing course of dealing or obligation to make future payments without an invoice.

A payment on account may be corrected, reconciled or adjusted through a future Billing Statement.

19.5 Right of Set-Off

Reboxed may set off an undisputed amount owed by the Merchant against a future payment due to the Merchant.

Where an amount is disputed, Reboxed shall not set off the disputed amount pending completion of the applicable Dispute and Escalation Process. Any separate undisputed amount remains capable of set-off.

Where an invoice issued by Reboxed remains unpaid for more than thirty (30) days after its due date, Reboxed may:

1. deduct the outstanding amount from future Merchant settlements;
2. suspend future payouts;
3. suspend affected listings or trading activity; and
4. exercise any other available contractual right.

Any set-off or suspension shall be reasonable and proportionate.

19.6 Relay Billing and Reconciliation Process

Relay shall be Reboxed’s primary platform for Merchant billing, reconciliation and financial reporting.

Reboxed may continue to use legacy reporting or reconciliation processes during migration. The Merchant shall reasonably cooperate with onboarding, training, testing and operational steps required to transition to Relay.

Relay supports reconciliation but does not replace the Merchant’s accounting, tax or record-keeping obligations.

The Merchant remains responsible for reconciling Platform activity against its own records and identifying discrepancies within the review period in Clause 19.2.

19.7 Audit Verification

Reboxed may, on at least seven (7) Business Days’ written notice, audit the Merchant’s invoicing, reconciliation and credit-note records solely to verify accuracy and compliance with these Terms.

An audit shall:

1. occur during normal business hours;
2. not unreasonably disrupt the Merchant;
3. be limited to information reasonably required to verify invoicing, reconciliation and payment records; and
4. exclude unrelated proprietary systems, trade secrets and third-party confidential information.

Audit information shall be treated as Confidential Information.

The Parties shall work in good faith to resolve discrepancies. Agreed adjustments may be reflected in a future Billing Statement, debit note or credit note.

Reboxed shall not conduct more than one audit in any rolling twelve-month period unless material discrepancies are identified or there are reasonable grounds to suspect fraud, material error or non-compliance.

20. Data Protection

The Parties shall comply with the UK GDPR, Data Protection Act 2018 and all other applicable data-protection law.

Consumer data shall be processed only for purposes permitted by law and the Reboxed Data Sharing Agreement.

The Merchant shall take reasonable measures to prevent unauthorised access, loss or misuse and notify Reboxed of an actual or suspected personal-data breach within two (2) Business Days of discovery.

Reboxed may suspend access or terminate these Terms for a material breach of data-protection obligations.

The Reboxed data-protection contact is partners@reboxed.co.

21. Intellectual Property

Each Party retains ownership of intellectual property created or owned by it before these Terms and intellectual property developed independently outside the scope of these Terms.

Each Party grants the other a non-exclusive, royalty-free licence to use intellectual property only to the extent required to perform these Terms.

Each Party’s trademarks, branding, designs, platform materials and data remain its exclusive property.

Neither Party may copy, transfer or use the other Party’s intellectual property or data except as required to perform these Terms or as expressly authorised in writing.

Consumer data is governed by Clause 20 and the Reboxed Data Sharing Agreement.

22. Confidentiality

Each Party shall keep confidential all non-public commercial, technical, customer and supplier information received from the other Party and shall use it only to perform these Terms.

Disclosure is permitted:

1. to employees, professional advisers, agents or contractors who need the information and are subject to confidentiality obligations; or
2. where required by law, regulation or a competent authority.

Where legally permitted, the receiving Party shall notify the disclosing Party before a compulsory disclosure and disclose only the information required.

This Clause does not apply to information that is public, already lawfully known to the receiving Party or independently developed without use of the other Party’s Confidential Information.

23. Duration, Termination and Amendments

These Terms commence on the Start Date and continue for an initial term of one (1) year, renewing automatically for successive one-year periods unless terminated by either Party on not less than sixty (60) days’ written notice.

During any notice period, the Merchant shall continue to:

1. maintain agreed stock feeds and fulfil all accepted Orders;
2. comply with all applicable service levels, returns, warranty, customer-care and reporting obligations;
3. provide all required tracking, IMEI, invoicing and reconciliation data;
4. cooperate reasonably with an orderly transition or wind-down; and
5. pay or release all undisputed amounts due to Reboxed.

A notice of termination does not entitle the Merchant to cancel an Order accepted before the effective termination date, except where Reboxed agrees otherwise in writing or fulfilment would be unlawful or genuinely impossible.

Where the Merchant cancels, refuses to fulfil or otherwise abandons accepted Orders during the notice period without Reboxed’s prior written agreement, Reboxed may procure replacement stock, refund affected Consumers and recover the reasonable and proportionate resulting costs from the Merchant.

Either Party may terminate these Terms immediately by written notice where the other Party:

1. commits a Material Breach that is incapable of remedy;
2. commits fraud, dishonesty, wilful misconduct or a serious breach affecting Consumer safety, lawful product ownership or data protection;
3. ceases or threatens to cease carrying on all or a substantial part of its business;
4. enters or takes steps towards insolvency, administration, liquidation, a creditor arrangement, a Part A1 moratorium, dissolution or an equivalent process; or
5. acts in a way that creates a material and immediate risk to Consumers, the Platform or the other Party’s reputation.

Where a Material Breach is capable of remedy, the non-breaching Party may give written notice requiring the breach to be remedied within fourteen (14) days. If the breach is not remedied within that period, the non-breaching Party may terminate these Terms immediately by further written notice.

Either Party may terminate these Terms immediately by written notice where the other Party fails to pay an undisputed amount when due and remains in default for fourteen (14) days after receiving written demand for payment.

Reboxed may immediately suspend the Merchant’s listings, Orders, Relay access or future payouts where reasonably necessary to:

1. protect Consumers;
2. investigate suspected fraud or misconduct;
3. prevent further financial or operational loss;
4. address a product-safety, legal or compliance concern;
5. preserve relevant evidence; or
6. manage a material operational or financial risk.

Any suspension shall be reasonable and proportionate and shall remain in place only for as long as reasonably necessary.

Termination or suspension does not affect any right, obligation or liability accrued before the effective date of termination or suspension.

Following termination, the Merchant remains responsible for:

1. all accepted Orders;
2. returns, refunds, chargebacks and fraud claims relating to Products sold during the term;
3. all warranty obligations for the applicable warranty period;
4. all outstanding Billing Statements, invoices, Carry-Forward Balances and reconciliation items;
5. providing records, IMEI data, diagnostics and supporting evidence required to resolve outstanding matters; and
6. paying or returning all sums properly due to Reboxed.

23.1 Change of Control Clarification

A fundraising, share issuance, introduction of financial investors, shareholder reorganisation or internal group restructuring does not, by itself, constitute grounds for termination under this Clause.

24. Governing Law and Disputes

A Party may give written notice of a dispute. The Parties shall attempt to resolve it in good faith under the Dispute and Escalation Process in Appendix A.

If the dispute is not resolved within thirty (30) days of notice, it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

Precedence

In the event of inconsistency:

1. the Reboxed Data Sharing Agreement governs matters relating to personal data;
2. any channel partner agreement signed by both Parties governs solely for the applicable channel and only to the extent expressly stated in that agreement; and
3. these Terms prevail over any earlier agreement, informal arrangement or historical trading practice between the Parties, unless otherwise agreed in writing.

Appendix A - Fees

The operational charges set out in this schedule represent reasonable estimates of the administrative, logistics and customer support costs incurred by Reboxed when resolving fulfilment errors, quality issues or operational discrepancies, including the impact on customer experience, brand reputation and order remediation.

These charges are intended to recover operational costs rather than act as penalties and will be applied reasonably and proportionately in accordance with these Terms. Operational charges will typically only be applied where return rates or operational errors materially exceed the quality benchmarks set out in this Agreement. This does not apply to Late Delivery Fees and Unfulfilled Order Fees, which apply to each affected Order in accordance with clause 7.1.

Quality Claims

Missing, incorrect, or faulty accessories

Appearance - Cosmetic grading penalties 

If the Consumer reports a cosmetic grade lower than advertised by the Merchant, the following deductions will apply:

Merchant Selling Grade	Downgraded To	Deduction
Pristine	Excellent	£25
Pristine	Great	£50
Pristine	Good or below	£75
Excellent	Great	£25
Excellent	Good or below	£50
Great	Good or below	£25
Good	Below Good	£25

Timings for response

Scenario	SLA
Response for all customer care, returns or complaints must be within	4 hours
Refund or notification of blocker – from time of return delivery	1 Business Day
Reboxed will process the return automatically if unresolved (minimum 1 hour notice given)	2 Business Days

Trading Days	Response Time Frame
Mon-Fri – 9:00-17:00	4 hours
Mon-Fri – after hours	Next working day by 11am
Sat-Sun & Bank Holidays	Next working day by 11am

Returns Service Levels

Return type	Response Type	SLA
Delivery confirmation	Product status	Same working day
Returns	SIM or FMI Lock	Next working day
Disputes	Any type	Within 2 Business Days

Dispute and Escalation Process:

This process applies to service levels, delivery issues, quality claims, returns, chargebacks, fraud claims, reconciliation differences, unpaid sums and any other matter where one Party seeks to attribute responsibility or recover an amount from the other.

1. Operational Notice

The issue shall be recorded and notified to the other Party with reasonable supporting information, which may include customer-care records, courier data, diagnostics, Billing Statements, invoices, transaction records or device identifiers.

2. Merchant Response

The Merchant shall respond and provide any available counter-evidence within three (3) Business Days.

Where the matter concerns an urgent Consumer refund, fraud risk, chargeback deadline, product-safety issue or risk of further financial loss, Reboxed may require a shorter reasonable response period.

3. Joint Assessment

The Parties shall assess responsibility using the available objective evidence.

Where the matter cannot be resolved operationally within five (5) Business Days, it shall be escalated to the Parties’ nominated senior operational or finance representatives.

4. Director Escalation

Where the matter remains unresolved five (5) Business Days after senior escalation, either Party may require a call between a director or senior executive of each Party.

The Parties shall use reasonable efforts to hold that call within five (5) Business Days.

A failure by the Merchant to attend or engage in the escalation process shall not prevent Reboxed from determining the matter based on the available evidence.

5. Outcome

Any outcome must be reasonable, proportionate, evidence-based and notified in writing.

The written outcome shall identify:

1. the decision;
2. the supporting basis;
3. any amount payable, refundable or subject to adjustment;
4. the due date for payment or action; and
5. any continuing obligations.

An undisputed amount and any amount determined as payable following completion of this process shall be paid within seven (7) calendar days of the written outcome, unless otherwise agreed.

6. Late Payment and Recovery

Where an amount remains unpaid after its due date, Reboxed may:

1. set the amount off against any future payment due to the Merchant;

2. suspend Merchant payouts, listings or trading activity;

3. record the amount as a Carry-Forward Balance;

4. recover reasonable debt-recovery costs; and

5. charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

For qualifying business-to-business debts, statutory interest is generally 8% above the Bank of England base rate. Fixed recovery sums may also be claimed at £40, £70 or £100 depending on the size of the debt.  

7. Urgent Action

Reboxed may act before completion of this process where reasonably necessary to:

1. refund or protect a Consumer;
2. meet a chargeback or regulatory deadline;
3. prevent suspected fraud or further loss;
4. address product-safety concerns;
5. preserve evidence; or
6. suspend affected Orders or Merchant access.

Any urgent action shall be reviewed through this process as soon as reasonably practicable.

8. Court Rights

Nothing in this process prevents either Party from seeking urgent injunctive relief, commencing debt-recovery proceedings or exercising another legal right where delay would materially prejudice that Party.

Appendix B – Grading Document 

Reboxed Grading and Fulfillment Guide is found here: