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 Terms of Service

Effective from 1st January 2025

Contact Information Miscellaneous Governing Law and Dispute Resolution Indemnification Limitation of Liability Intellectual Property Rights Term and Termination Confidentiality and Data Protection Intellectual Property Rights Fees and Payment User Responsibilities ​ Description of Services & Disclaimers Definitions Introduction & Acceptance of Terms

Introduction & Acceptance of Terms

Welcome to Passive POD, operated by JJK Commerce LTD ("Company," "we," "us," "our"). These Legal Terms ("Terms") govern your access to and use of our website https://www.passivepod.net/ (the "Website") and any services, information, or content provided therein or offered by the Company ("Services"). By accessing or using our Website or Services, you ("User," "Client," "you," "your") agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Website or Services. Specific services may be subject to additional agreements ("Service Agreements") which will be provided separately.

Definitions

  • Company: JJK Commerce LTD (Company Number: 15496187), trading as Passive POD.
  • Client/User: Any individual or entity accessing the Website or engaging with the Company for Services.
  • Services: Includes, but is not limited to, e-commerce shop management (such as Etsy), virtual assistant services, product design, fulfilment coordination, strategic consulting, information provided on the Website, and any other services offered by the Company.
  • Confidential Information: Non-public information disclosed by one party to the other, marked as confidential or reasonably understood to be confidential (e.g., business strategies, client data, proprietary methods).
  • Intellectual Property: Copyrights, trademarks, trade secrets, patents, design rights, methodologies, software, know-how, and other proprietary rights.
  • Website: The online platform located at https://www.passivepod.net/ and its subdomains.

Description of Services & Disclaimers

 The Company provides Services aimed at assisting clients with e-commerce operations, potentially including shop creation, management, optimization, design, and related support.

  • Guarantee of Results: Client acknowledges that operating an online business involves inherent risks. The Company makes no guarantees regarding specific outcomes, profitability, account standing with third-party platforms (like Etsy). Any targets or timelines discussed (e.g., profitability targets mentioned in specific Service Agreements) are estimates based on experience and do not constitute binding guarantees unless explicitly stated otherwise in a signed Service Agreement. 
  • Third-Party Platforms: Services involving platforms like Etsy are subject to that platform's terms, policies, and decisions (e.g., account suspension). The Company is not liable for actions taken independently by such third-party platforms unless directly resulting from the Company's gross negligence or willful misconduct in violation of platform policies. 



User Responsibilities ​

  • Accurate Information: You agree to provide accurate, complete, and current information when requested for account setup, service provision, or communication.
  • Legal Rights: You represent and warrant that you have the legal right to provide any information or content you share with the Company and authorize its use for the intended purposes. 
  • Compliance: You agree to comply with all applicable laws and regulations, including the terms of service of any third-party platforms used in connection with our Services. 
  • Cooperation: For specific Services requiring collaboration, you agree to cooperate reasonably with the Company, provide necessary access or credentials securely, and respond to communications in a timely manner. Failure to cooperate may impact service delivery. 
  • Payment: You agree to pay all applicable fees for Services engaged, according to the terms outlined in the relevant Service Agreement or invoice. 



Fees and Payment

Fees for specific Services (e.g., setup fees, profit shares, retainers) will be detailed in separate Service Agreements or invoices. Payments are due as specified. Late or non-payment may result in suspension or termination of Services and potential collection actions as outlined in the Service Agreement or these Terms. All payments shall typically be made in US Dollars (USD) unless otherwise agreed in writing.

Intellectual Property Rights

  • Company IP: The Company retains sole and exclusive ownership of all Intellectual Property related to its methodologies, strategies, processes, software, know-how, website content, and any designs or content created by the Company during the provision of Services, unless explicitly transferred in writing. 
  • Client IP: The Client retains ownership of their pre-existing Intellectual Property and any customer data generated through their activities (subject to platform policies and privacy laws). 
  • License (Designs): If the Company creates designs for the Client's use (e.g., product designs), the Client is granted a limited, non-exclusive, non-transferable license to use those specific designs solely in the context agreed upon (e.g., products sold via the managed shop) for the duration of the service engagement, unless otherwise specified in a Service Agreement.

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Confidentiality and Data Protection

  • Confidentiality: Each party agrees to protect the other's Confidential Information and use it only for the purpose of fulfilling obligations under the engaged Services or these Terms. This obligation survives termination. 
  • Data Protection: The processing of Personal Data is governed by our Privacy Policy [Link to Privacy Policy] and applicable data protection laws (e.g., GDPR, UK Data Protection Act 2018). When processing data on behalf of the Client (e.g., customer order details), the Company acts as a Data Processor, and the Client is the Data Controller, with roles and responsibilities outlined further in our Privacy Policy or applicable Service Agreements.


Term and Termination


These Terms apply as long as you use the Website or Services. Specific Service Agreements will define their own initial term, renewal terms, and termination conditions (including notice periods for termination for convenience or cause). The Company reserves the right to suspend or terminate access or Services for material breach of these Terms or any applicable Service Agreement, including non-payment or failure to cooperate, subject to any notice and cure periods defined therein. Certain clauses (e.g., Payment, IP, Confidentiality, Liability Limitation, Indemnification, Dispute Resolution) shall survive termination.

Intellectual Property Rights


  • Company IP: The Company retains sole and exclusive ownership of all Intellectual Property related to its methodologies, strategies, processes, software, know-how, website content, and any designs or content created by the Company during the provision of Services, unless explicitly transferred in writing. 
  • Client IP: The Client retains ownership of their pre-existing Intellectual Property and any customer data generated through their activities (subject to platform policies and privacy laws). 
  • License (Designs): If the Company creates designs for the Client's use (e.g., product designs), the Client is granted a limited, non-exclusive, non-transferable license to use those specific designs solely in the context agreed upon (e.g., products sold via the managed shop) for the duration of the service engagement, unless otherwise specified in a Service Agreement. 

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

  • Indirect Damages Excluded: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • Liability Cap: EXCEPT FOR OBLIGATIONS RELATED TO INDEMNIFICATION (SECTION 10), BREACHES OF CONFIDENTIALITY OR DATA PROTECTION (SECTION 7), OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR A SPECIFIC SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY UNDER THE RELEVANT SERVICE AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
  • Etsy/Platform Actions: The Company is not liable for damages, losses, or suspensions resulting from actions taken independently by third-party platforms like Etsy, unless proven to be a direct result of the Company's gross negligence or willful misconduct violating platform policies without Client consent.




Indemnification


You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising from: (a) your breach of these Terms or any representation/warranty herein; (b) any content or information you provide that infringes third-party rights or violates law; (c) your operation of your business outside the direct management activities performed by the Company; or (d) your violation of any applicable laws or third-party platform policies.

Governing Law and Dispute Resolution

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. The parties agree to first attempt to resolve any disputes through good faith negotiation. If negotiation fails within thirty (30) days, the parties agree [Choose ONE and delete others, or adapt as advised by counsel: (a) to pursue mediation before resorting to litigation; (b) that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute; (c) to resolve the dispute through binding arbitration administered by [Arbitration Body, e.g., LCIA] in London, UK, according to its rules]

Miscellaneous

  • Entire Agreement: These Terms, along with the Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and the Company regarding the subject matter. 
  • Amendments: The Company may update these Terms from time to time by posting the revised version on the Website. Your continued use of the Website or Services after changes constitutes acceptance. Material changes to ongoing Service Agreements require written agreement. 
  • Severability: If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. 
  • Waiver: No waiver of any term constitutes a waiver of any other term. 
  • Assignment: You may not assign these Terms without prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets. 
  • Relationship: The relationship is that of independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship. 
  • Notices: Notices to the Company should be sent to client@passivepod.net. Notices to you may be sent to the email address associated with your account or engagement

Contact Information

For questions about these Terms, please contact us at contact@passivepod.net.