|
ADOURN TERMS AND CONDITIONS
This Agreement (hereinafter the "Agreement") is made and entered by and between Adourn.com ("Adourn"), the owner and operator of the website with an Internet URL of www.adourn.com (the “Site”), and the designer, being an independent jewellery or fashion accessory designer (hereinafter the "Seller").
The Seller acknowledges that by clicking on the button marked 'I Accept' or by using the website (wholly or partly), the Seller agrees to be bound by these terms. If the Seller does not accept these terms, the Seller will not be able to use the features and functionalities of the Site
1. THE ADOURN SERVICE
1.1 Adourn operates and maintains the Site which is an online marketplace offering independent jewellery designers the facility to advertise and sell their products using the Site (the “Service”).
2. LISTING AND SELLING
2.1 By listing an item on the Site (the “Product”) the Seller warrants that all aspects of the item comply with Adourn’s published policies. The Seller also warrants that it may legally sell the item.
2.2 The Seller agrees to accurately describe items listed on the Site and all terms of sale in the listing. The listings may only include text descriptions, pictures and other content relevant to the sale of that item. The Seller agrees that Adourn reserves the right to modify the listing text to adhere to the Site’s high expected standards.
2.3 The Seller acknowledges and agrees that Adourn only provides the Seller with the Services and access to the Site. Consequently Adourn is not a participant in any way, in the sale and purchase between the Seller and the person purchasing the Product (“User”).
2.4 The Seller shall procure that its contract with the User for the sale of its Product shall be strictly compliant with all applicable law and legislation including without limitation, all legislation relating to the consumer protection, data protection, e-commerce and distance selling.
2.5 The Seller acknowledges that Adourn is not obliged to vet, review or verify the Content and/or the Product to determine whether any such Content and/or Product may result in any liability to any third party. For the avoidance of doubt Content is defined as but not limited to listings, images, photographs, articles, write-ups and comments.
3. ACCOUNT DETAILS
3.1 The Seller agrees that it is solely responsible and liable for all use of the Services and the Site if such use was made using the Seller's login details. Consequently, the Seller shall promptly notify Adourn in the event there is a breach of security or any unauthorised use of the Seller's login details.
3.2 The Seller agrees to keep account information up-to-date and accurate at all times, including a valid email address.
3.3 The Seller agrees to provide and maintain either a valid PayPal account or have provided banking details in order to receive any payments due from Adourn.
4. MESSAGING
4.1 The Seller agrees to use the Adourn messaging system solely for communicating about transactions and orders that are underway. The Seller agrees that it shall not at any time during the Term contact the Users or any other prospective buyers use any other alternative means other than the Site and/or the Services.
4.2 The Seller further acknowledges that Adourn shall not be liable in any way and for any reason for the behaviour of the User or any comments made by the User in respect of the Seller and/or the Product.
5 PRODUCT PRICING
5.1 The Price shall be determined in accordance with the location of the Seller as follows:
in Pound Sterling ('£') if the Seller is located in the United Kingdom;
in Euros ('€') if the Seller is located in the Euro Zone; or
in US Dollars ('$') if the Seller is located in a country other than as set out in clauses X and X inclusive.
5.2 The Price shall be converted into all other applicable currencies (as set out in clause X) based on the currency conversion rate at the time the Seller registers the Price against the Product using the Services. Consequently, the Product shall be made available for purchase by the User in any one of the three (3) currencies.
5.3 For the avoidance of doubt, the conversion rate set out in clause X, when applicable, shall be the mid-market foreign exchange rate as published by Yahoo! Finance at the previous day close the Seller registers the Price against the Product using the Services.
5.4 The Buyer shall be responsible for the payment of all applicable tax which arises out of or in relation to the sale and delivery of the Product.
5.5 The Seller shall keep the retail price of their items consistent across all distribution channels (online and offline) with a retail price difference of no less or more than five (5) percent.
6 FEES
6.1 The Seller shall pay Adourn the Fees in accordance with this clause X.
6.2 The Fees which shall be due and payable to Adourn shall be twenty-five percent (25%) of the price of the Product (“Fees”). Adourn shall notify the Seller of any applicable new Fees. All new Fees shall be applicable immediately upon notification to the Seller by Adourn.
6.3 All Fees shall become due and payable and automatically deducted from the price upon receipt of payment from the Users using the designated third party payment handler. All Fees shall be exclusive of any applicable value added tax (or any successor tax), shipping costs, delivery charges and/or any other applicable tax or charges of any nature whatsoever.
6.4 Adourn shall be entitled to vary the Fees at anytime.
6.5 Adourn's service to Sellers is treated, for VAT purposes, as an electronically supplied service. As a company based in the UK, Sellers are liable to pay VAT for Adourn's services as follows: If the Seller is based in the UK, he or she will be liable to pay VAT at the standard UK rate (20%) on Adourn's seller fee, deductible from the price of the item sold. If the Seller is based outside the UK but within the European Union (EU), the Seller is not liable for VAT if he or she operates as a business (evidenced by a VAT registration number). If the Seller is based outside the UK but within the European Union (EU), the Seller is liable for VAT if he or she does not operate as a business (no VAT registration number). If the Seller is based outside the UK and the EU, the Seller is not liable for VAT.
7 TERMINATION
7.1 Either party ('Terminating Party') may terminate this Agreement for any reason by giving notice to the other of such termination. Adourn shall deactivate the Seller's account with the Site upon such termination.
7.2 The Seller agrees to pay Adourn for all unpaid fees, if applicable, after termination. If you have a question or wish to dispute a charge, contact Adourn.
8 RIGHT TO REFUSE SERVICE
8.1 Without prejudice to any of Adourn's other rights and remedies, Adourn reserves the right, in its sole and absolute discretion, to take any action that it deems necessary and appropriate including without limitation, suspending wholly or partly, temporarily and permanently the Seller's use and/or access to the Site and/or the Services, in the event it considers that there is a breach or threatened breach of this clause X.
9 CONTENT
9.1 Adourn does not claim ownership rights in your Content. The Seller agrees to grant Adourn a licence solely to enable Adourn to use any information or Content you supply Adourn with so that Adourn is not violating any rights you might have in that Content.
9.2 The Seller agrees to grant Adourn a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content.
9.3 The Seller agrees to allow Adourn to store or re-format your Content on Adourn and display your Content on Adourn in any way as Adourn chooses. Adourn will only use personal information in accordance with Adourn’s Privacy Policy.
9.4 By uploading boutique images to Adourn, you agree that Adourn has the right to use your images to promote Adourn in any external press or magazine.
9.5 By posting Content on Adourn, it is possible for an outside website or a third party to re-post that Content. You agree to hold Adourn harmless for any dispute concerning this use.
10 LIMITATION OF LIABILITY
10.1 In no event will the company be liable to the Seller or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including damages for any lost profits or lost data arising from your use of the Site or the Service, even if Adourn is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Adourn’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the lesser of: (a) the amount paid, if any, by you to Adourn for the Services; and (b) ten dollars ($10). Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
11 WARRANTIES AND DISCLAIMER OF WARRANTIES
11.1 No party shall be liable to the other party for any indirect, incidental, consequential, special and/or punitive damages relating to the performance of this Agreement, and/or arising hereunder, even if advised of the possibility of such damages, except as expressly provided in this agreement. Each party disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. except as expressly provided for in this agreement (including without limitation, no representation or affirmation of fact, including, but not limited to, statements regarding suitability for use or performance of the platform or the affiliate technology), whether made by a party's representative, employee or otherwise, shall be deemed to be a warranty by that party for any purpose, and/or give rise to any liability of that party.
12 CHOICE OF LAW
12.1 This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.
13 MODIFICATION OF AGREEMENT
13.1 This Agreement sets forth the entire agreement between you and Adourn pertaining your use of the Site and the Services. Adourn reserves the right, at our sole discretion, to change, modify, add, or delete portions this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date. Your continued use of the Services or the Site after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, do not use or access the Services or the Site. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Adourn's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.
CONTACT
Please contact Adourn at the following address: info@adourn.com.
|