Producer Terms & Conditions

These terms are between The Local Exchange Ltd, company number 16287551, trading as FarmCo, registered office 24 Church Street, Gowerton, Swansea, United Kingdom, SA4 3EA, referred to as “FarmCo”, “we”, “us” or “our”, and you, the producer or food business using the FarmCo marketplace.

These terms apply when you apply, list products, receive orders or sell through FarmCo.

Please read them alongside our Privacy Policy.

1. What FarmCo is

1.1 FarmCo operates an online marketplace connecting independent farmers, growers, makers and food businesses with customers.

1.2 FarmCo provides the marketplace and technology. Unless expressly stated otherwise, FarmCo is not the seller of the products listed by producers.

1.3 When a customer purchases one of your products, the contract for the supply of that product is between you and the customer.

1.4 You remain the seller and food business operator responsible for the products you list.

1.5 FarmCo may collect customer payments on your behalf and transfer amounts due to you after deducting commission, refunds, fees or other amounts properly due under these terms.

1.6 FarmCo does not manufacture, produce or process your goods merely because they are listed or sold through FarmCo.

2. Joining FarmCo

2.1 Producers apply through FarmCo or through the FarmCo producer portal.

2.2 Approval is at FarmCo's discretion.

2.3 Before you are activated, we may require:

• your full legal or trading name;
• your business address and contact details;
• local authority food business registration details where required;
• food hygiene information;
• licences, approvals or certifications relevant to your products;
• information about your farm, food business and production practices;
• product and public liability insurance appropriate to your activities;
• bank details for producer payments;
• collection and delivery information;
• product information;
• allergen and ingredient information;
• evidence supporting claims made about your products;
• an on-site visit or FarmCo audit.

2.4 Approval of your application does not automatically mean your products will become publicly available.

2.5 Your account goes live once FarmCo is satisfied that the information required for your operation has been completed and your account has been activated.

2.6 You must keep your business information accurate and current.

2.7 You must tell FarmCo promptly if a registration, certification, licence, approval or insurance policy relevant to your products changes, expires, is suspended or is withdrawn.

3. Food safety and legal compliance

3.1 You are responsible for compliance with all laws and regulations applicable to your food business and products.

3.2 This includes, where applicable:

• food hygiene;
• food safety management procedures;
• HACCP or equivalent procedures;
• food business registration;
• food premises approval;
• traceability;
• product recalls and withdrawals;
• allergen management;
• ingredients information;
• food labelling;
• weights and measures;
• temperature control;
• storage;
• transport;
• animal product rules;
• trading standards;
• product claims;
• consumer protection.

3.3 You must maintain all registrations and approvals required for your business.

3.4 You must tell FarmCo immediately about any serious food safety incident involving products offered through FarmCo.

This includes:

• suspected contamination;
• undeclared allergens;
• incorrect labelling that creates a safety risk;
• product recalls;
• product withdrawals;
• enforcement notices;
• significant complaints involving food safety;
• any matter where there may be a risk to customers.

3.5 You must cooperate fully with FarmCo, your local authority, the Food Standards Agency or another competent authority in relation to any investigation, withdrawal or recall.

3.6 FarmCo may immediately remove a product from sale where we reasonably believe there may be a food safety, legal or customer safety concern.

4. Product information

4.1 You must provide accurate information for every product.

Where relevant this includes:

• product name;
• description;
• ingredients;
• allergens;
• weight or quantity;
• price;
• storage requirements;
• shelf life;
• use-by or best-before information;
• preparation instructions;
• provenance;
• production information;
• certification;
• collection information;
• delivery information.

4.2 Information must not be false or misleading.

4.3 Claims such as organic, free range, grass fed, pasture fed, regenerative, local, sustainable or similar claims must be accurate and capable of being substantiated.

4.4 FarmCo may ask for evidence supporting a product claim.

4.5 You must update information promptly if ingredients, allergens, pack sizes, sourcing, production methods or other material information changes.

5. Prices

5.1 You control your product prices unless a separate arrangement has been agreed with FarmCo.

5.2 FarmCo deducts its commission from amounts payable to you.

5.3 You must not artificially increase a FarmCo price simply to recover FarmCo's commission.

5.4 Prices listed through FarmCo must represent a genuine selling price for the product.

5.5 Genuine price differences may exist where there are differences in pack size, specification, service, collection arrangements, delivery or another legitimate commercial reason.

5.6 FarmCo may contact you where we believe a price is misleading, artificially inflated or materially inconsistent with information you publish elsewhere.

5.7 You may normally update your prices through the producer portal.

5.8 Price changes do not affect orders already accepted.

6. Weekly ordering cycle

6.1 FarmCo operates a weekly marketplace cycle.

6.2 Unless a different deadline is displayed on the marketplace, the weekly order cut-off is Tuesday at 23:59 UK time.

6.3 Orders placed after the cut-off form part of the next available cycle.

6.4 Collection and producer delivery normally take place between Wednesday and Sunday according to the producer's selected collection or delivery arrangements.

6.5 Your collection or delivery day is displayed to customers before purchase wherever the platform supports this.

6.6 FarmCo may operate different cycles for particular producers, seasonal events, holidays or special collections.

6.7 We will give reasonable notice of significant permanent changes to the standard ordering cycle.

7. Fulfilling orders

7.1 You are responsible for fulfilling every accepted customer order relating to your products.

7.2 Products must be prepared accurately and in accordance with the customer's order.

7.3 Products must meet the quality reasonably expected from their description.

7.4 Products must be safe at the point of collection or delivery.

Collection

7.5 If you offer collection, orders must be ready:

• at the collection point you have specified;
• on the stated date;
• during the stated collection window.

Delivery

7.6 If you offer producer delivery, you are responsible for delivering the order according to the delivery information shown to the customer.

7.7 You remain responsible for the product and any required temperature control until it has been handed to the customer or delivered in accordance with the agreed delivery arrangement.

Temperature control

7.8 Chilled and frozen products must be handled, stored, transported and supplied under appropriate temperature-controlled conditions.

Packaging

7.9 Packaging must be appropriate for:

• the product;
• food safety;
• the journey;
• temperature requirements;
• handling;
• reasonable protection against damage or contamination.

Substitutions

7.10 You must not make a material substitution without the customer's agreement unless the customer has expressly authorised suitable substitutions.

Problems

7.11 If you become aware that you cannot fulfil an order, you must tell FarmCo as soon as possible.

7.12 You should not wait until collection or delivery day before reporting a problem that you already knew about.

8. Missed orders and fulfilment standards

8.1 Reliable fulfilment is an essential condition of selling through FarmCo.

8.2 FarmCo records missed, incomplete, late, incorrect and cancelled producer orders.

8.3 Where you fail to fulfil an accepted order without reasonable notice, FarmCo may charge a £10 administration fee for that occurrence.

8.4 FarmCo may waive this fee where circumstances were genuinely outside your reasonable control.

8.5 FarmCo may deduct an administration fee from amounts otherwise payable to you.

8.6 Repeated fulfilment problems may result in:

• a warning;
• temporary restriction of products;
• temporary suspension;
• review of your collection or delivery arrangements;
• removal from FarmCo.

8.7 We will normally discuss repeated fulfilment problems with you before permanent removal unless immediate action is justified by customer safety, legal requirements, repeated serious breaches or another urgent reason.

9. Payments and commission

9.1 FarmCo collects customer payments relating to marketplace orders.

9.2 FarmCo calculates amounts payable to you using order and fulfilment information recorded through the platform.

9.3 An order will normally become payable once the collection or delivery has taken place and either:

• the order has been confirmed as completed; or
• 36 hours have passed since the relevant collection or delivery window without a customer issue being raised.

9.4 Producer payments are normally processed weekly.

9.5 Our current standard processing day is Monday for payable orders from the previous completed cycle.

9.6 Bank holidays, banking delays, disputes, payment processor delays or incomplete producer information may affect the date funds reach your account.

9.7 You are paid your eligible product sales, plus any producer delivery charges payable to you, less FarmCo commission, authorised refunds, applicable administration charges and any other amount properly due under these terms.

Commission

9.8 Your commission rate is confirmed when you join FarmCo and may also be displayed in your producer portal.

9.9 Promotional or founding producer commission rates may have separate conditions which will be confirmed when offered.

9.10 FarmCo will not retrospectively change the commission applied to orders already accepted.

9.11 If FarmCo proposes a material change to your future commission rate, we will give you written notice before the new rate takes effect.

Tax

9.12 You are responsible for your own accounting, tax and VAT obligations.

9.13 FarmCo does not provide tax advice.

9.14 You must provide any tax or VAT information FarmCo is legally required to collect in connection with marketplace transactions.

Records

9.15 FarmCo maintains marketplace order and payment records.

9.16 You remain responsible for maintaining the accounting records legally required for your own business.

9.17 FarmCo may audit marketplace orders, payments, fulfilment records and related producer records where reasonably necessary.

10. Refunds, complaints and customer issues

10.1 FarmCo provides first-line administrative support for marketplace orders.

10.2 Where a complaint relates to your product or fulfilment, FarmCo may refer the matter to you.

10.3 You are responsible for problems relating to products you supplied, including:

• missing products;
• incorrect products;
• spoiled products;
• damaged products;
• unsafe products;
• incorrectly labelled products;
• products materially different from their description;
• fulfilment failures.

10.4 You must respond to a complaint referred to you within 72 hours unless a shorter response is reasonably required because of food safety.

10.5 You must provide relevant information or evidence when reasonably requested.

10.6 Customer statutory rights cannot be excluded by these terms.

10.7 Where a customer is legally entitled to a refund, replacement or other remedy relating to your product, the cost may be deducted from amounts payable to you.

10.8 Where FarmCo reasonably needs to refund a customer because you have failed to resolve a valid complaint, FarmCo may issue the refund and recover the relevant amount from you.

10.9 Repeated valid complaints may result in review, restriction or suspension of your account.

11. Holidays and availability

11.1 You are responsible for ensuring that products are not available for ordering during periods when you cannot fulfil them.

11.2 FarmCo may provide tools such as holiday mode, availability calendars or stock controls.

11.3 You should use these tools for planned holidays, seasonal closure or unavailable collection weeks.

11.4 Orders already placed remain your responsibility unless FarmCo agrees otherwise.

12. Customer relationships

12.1 FarmCo exists to introduce customers and producers and facilitate marketplace transactions.

12.2 You must not use customer information obtained through FarmCo to deliberately divert FarmCo customers away from the marketplace.

12.3 You must not encourage a customer who contacted or purchased from you through FarmCo to complete that same transaction privately for the purpose of avoiding FarmCo commission.

12.4 You must not use FarmCo customer data for your own marketing unless you have obtained the customer's separate lawful permission.

12.5 Customer information provided for fulfilment may only be used for legitimate fulfilment, customer service, legal or record-keeping purposes.

12.6 Serious or repeated deliberate circumvention of FarmCo may result in suspension or termination.

12.7 Nothing in these terms prevents you from operating your own farm shop, website, market stall, wholesale business, delivery service or other independent sales channels.

13. Marketplace visibility and ranking

13.1 FarmCo does not guarantee a particular position, amount of exposure or number of orders.

13.2 Products and producer pages may be displayed differently depending on factors including:

• customer location;
• collection location;
• delivery availability;
• product availability;
• search terms;
• product category;
• relevance;
• stock status;
• collection dates;
• marketplace promotions;
• seasonal relevance;
• editorial features.

13.3 FarmCo may feature producers or products in emails, social media, collections or promotional sections.

13.4 A producer does not acquire a permanent right to a particular marketplace position.

13.5 If FarmCo introduces paid placement or sponsored ranking, it will be identified as such where required.

14. FarmCo audits and transparency

14.1 FarmCo is built around transparency between producers and customers.

14.2 You agree to provide truthful information about your business and production practices.

14.3 FarmCo may request supporting information relating to:

• provenance;
• farming practices;
• ingredients;
• suppliers;
• production;
• certifications;
• food safety;
• traceability;
• collection;
• fulfilment.

14.4 FarmCo may conduct reasonable producer visits or audits.

14.5 You agree to cooperate with reasonable requests relating to the operation, integrity or safety of the marketplace.

14.6 Providing deliberately false or materially misleading information is a serious breach of these terms.

15. Insurance

15.1 Producers must maintain insurance appropriate to the nature, size and risks of their business and products.

15.2 Where FarmCo requires evidence of product liability, public liability or another relevant insurance policy as a condition of activation or continued trading, you must provide evidence on request.

15.3 FarmCo may introduce a specific minimum level of producer insurance cover where reasonably necessary.

15.4 Where a minimum level is introduced, affected producers will be notified before that requirement takes effect.

15.5 Nothing in these terms represents or guarantees that The Local Exchange Ltd or FarmCo holds any particular insurance policy or level of insurance.

16. Indemnity

16.1 To the extent permitted by law, you are responsible for losses, claims, costs or liabilities arising from:

• your breach of these terms;
• unsafe products;
• contaminated products;
• incorrect allergen information;
• unlawful labelling;
• products which are materially not as described;
• your failure to comply with applicable food law;
• your failure to fulfil an order;
• your misuse of customer data.

16.2 You agree to indemnify The Local Exchange Ltd against reasonable losses, liabilities, costs and claims arising directly from those matters where they result from your act, omission or breach.

17. FarmCo liability

17.1 Nothing in these terms excludes or limits liability where doing so would be unlawful.

17.2 Nothing excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

17.3 FarmCo does not guarantee:

• a minimum number of customers;
• a minimum number of orders;
• a particular sales value;
• continued availability of every marketplace function;
• a particular marketplace ranking.

17.4 The internet, payment providers, banking systems, Shopify and other third-party services may occasionally experience interruption or failure.

17.5 FarmCo will take reasonable steps to operate the marketplace but cannot guarantee uninterrupted availability.

17.6 Subject to liabilities that cannot lawfully be excluded, FarmCo will not be responsible for indirect or consequential losses arising from the operation of the marketplace.

17.7 Subject to clause 17.2 and applicable law, FarmCo's aggregate liability to you arising from your use of the marketplace during any 12-month period will not exceed the total commission paid or payable by you to FarmCo during that period.

18. Suspension and restriction

18.1 FarmCo may restrict an individual product or temporarily suspend some or all of your access where there are reasonable grounds.

These may include:

• a food safety concern;
• suspected illegal activity;
• inaccurate allergen information;
• loss of required registration or approval;
• an insurance requirement not being met;
• serious customer complaints;
• repeated fulfilment failures;
• misleading product information;
• misuse of customer data;
• deliberate commission avoidance;
• serious pricing breaches;
• suspected fraud;
• security issues;
• a serious or repeated breach of these terms.

18.2 Where reasonably possible, FarmCo will provide you with the reason for a restriction or suspension.

18.3 Immediate suspension may be necessary where there is a food safety, legal, fraud, security or serious customer protection concern.

18.4 You may contact FarmCo to provide information or challenge the facts on which a restriction or suspension was based.

18.5 Where FarmCo determines that the reason for restriction or suspension has been satisfactorily resolved, access may be restored.

19. Ending your FarmCo account

19.1 You may end your participation in FarmCo by giving written notice.

19.2 Unless we agree otherwise, you remain responsible for orders already accepted.

19.3 FarmCo may terminate your participation by giving at least 30 days' written notice together with the reason for termination.

19.4 The 30-day period may not apply where immediate or shorter termination is permitted or required by law, including where:

• FarmCo has a legal or regulatory obligation to terminate;
• there is an urgent food safety issue;
• fraud or serious unlawful activity is suspected;
• continued access creates a serious security risk;
• you have repeatedly breached these terms;
• another legally recognised urgent reason applies.

19.5 On termination your products will be removed from sale.

19.6 Existing orders may be fulfilled, cancelled or refunded depending on the circumstances.

19.7 Amounts properly due for fulfilled orders will be paid through the normal payment process, subject to refunds, disputes and deductions permitted by these terms.

20. Data following termination

20.1 FarmCo retains transaction, payment, tax, food traceability, audit and business records for the periods required by law or reasonably required for legitimate business purposes.

20.2 Termination does not give you the right to obtain FarmCo proprietary data, information relating to other producers or information FarmCo is prohibited from disclosing.

20.3 Where reasonably available, you may request copies of your own producer sales or payment information before or following termination.

20.4 Personal data will continue to be handled according to our Privacy Policy and applicable data protection law.

21. Communications

21.1 Active producers receive operational communications necessary for marketplace use.

These may include:

• order alerts;
• collection information;
• weekly order information;
• payment information;
• fulfilment issues;
• food safety notices;
• account notices;
• changes affecting marketplace operation.

21.2 Operational messages are part of the service and cannot always be opted out of while your account remains active.

21.3 Promotional marketing communications are separate and may be opted out of in accordance with applicable law.

22. Changes to these terms

22.1 FarmCo may change these terms.

22.2 Where a change materially affects producers, FarmCo will provide notice on a durable medium, normally email.

22.3 Except where a shorter period is permitted by law or an urgent change is required, material changes will normally take effect at least 30 days after notice.

22.4 Changes will not normally apply retrospectively to completed orders.

22.5 If you do not accept a material change, you may stop selling through FarmCo before the change takes effect.

23. Independent businesses

23.1 You operate as an independent business.

23.2 Nothing in these terms creates:

• an employment relationship;
• a partnership;
• a joint venture;
• a franchise.

23.3 FarmCo acts as your agent only where expressly stated, including where it receives customer payments on your behalf.

23.4 You are responsible for your own staff, contractors, taxes, business expenses, registrations and legal obligations.

24. Transfer

24.1 You may not transfer your FarmCo producer account or this agreement to another person or business without FarmCo's written agreement.

24.2 You must tell FarmCo if ownership or control of your food business materially changes.

25. Entire agreement

25.1 These terms, together with documents expressly incorporated into them, form the agreement governing your participation as a FarmCo producer.

25.2 If FarmCo has agreed a separate written commercial term with you, such as a specific commission arrangement, that separate written term will apply where it expressly varies these terms.

26. Governing law

26.1 These terms are governed by the laws of England and Wales.

26.2 Subject to any rights that cannot legally be excluded, the courts of England and Wales have jurisdiction in relation to disputes arising from these terms.