Terms of Service
Hello! Welcome to Style Carousel. These terms of service (“Terms“) constitute a legally binding agreement between you and Solutions Carousel Limited, a company limited by shares and incorporated in Hong Kong with Company Registry number 2395783 (hereinafter referred to as “SC“, “we“, “us“, or “our“) with effect from 10 January 2022 for current users, and immediately upon acceptance by new users (“Agreement”).
SC provides its users (“Users”) services through its curated marketplace for the rental and purchase of verified designer fashion items in accordance with these Terms (“Services“). Some of those Services are accessible at www.stylecarousel.com and any other websites such as rentify.shop (including any applications for mobile, tablet and other smart devices and application program interfaces) (“Site“) through which SC makes those Services available (Services and Site, together are hereinafter collectively referred to as the “Platform”).
A User is the individual registering for or using the Services, or, if registering for or using the Services as a business, the business employing the User and any of its affiliates.
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS MAY HAVE CHANGED SINCE YOU LAST ACCESSED OR USED THE PLATFORM.
1 | USE OF PLATFORM
Introduction. The Platform enables Users that are seeking to rent or buy verified luxury fashion items (“Customers”) to connect online with Users that are seeking to lend or sell such items (“Merchants”) and to make arrangements with each other to rent or purchase the items. Merchants may create listings of their items via the Platform (“Listings”) and, in the case of rental listings, determine the fee for the rental (“Rental Fee”) by setting the sale price of their item. Customers may rent or buy those items by request, subject to the Merchant’s approval and our verification (“Order Requests”) or by placing an order for pre-verified items which are ready for dispatch (“Next Day Rentals”). Merchants may use the Platform to build their own online shop to create and post listings.
Our role. During the performance of the Services, Users acknowledge that unless otherwise specified our role is limited to facilitating the availability of the Platform and, in certain circumstances, to act as a limited agent between Users in accordance with these Terms which include, but are not limited to certain payments services to Users, such as payment collection services, payments and payouts, in connection with and through the Platform. We do not act as a Merchant of the items and at no time become the owner of any items unless explicitly specified otherwise.
Use and availability. Due to the nature of the internet, we cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. We may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. We may improve, enhance and modify the Platform and introduce new Services from time to time. We make no representation that the Platform is appropriate or available for use outside Hong Kong and/or Singapore (“Operating Regions“). Those who choose to access the Platform or any part thereof from outside Operating Regions do so at their own risk and are responsible for compliance with applicable local laws. The Platform may contain references or cross references to products or services that are not available or approved by the appropriate regulatory authorities in your country. Such references do not imply that we intend to announce or make available such products or services to the general public, or in your country.
Beta testing and disclaimer. We are currently in beta testing phase (“Beta”) and offering you access to the Platform as a beta tester. The Platform is made available to you on a limited basis only – all access and use remains entirely at your risk. During Beta, the Platform may be subject to frequent and possibly substantial changes as we look to improve the Platform or related services and features. We reserve the right to change the Platform, and any service or material we provide on the Platform without notice. You agree that we are not liable for any loss or damage that you or any other person incurs by any change to the Platform. We would appreciate your Feedback by emailing us at firstname.lastname@example.org, or by other means of communication in accordance with these Terms. Please notify us of all bugs, glitches, lack of functionality or other problems on the Platform and share your ideas for enhancements that come to your attention during the Beta. We encourage you to publicly talk and write about the Platform. When doing so, please take into account that the Platform is in Beta and everything is subject to change. We ask you to refrain from publishing full reviews, public tests, screenshots or anything else that might unfaithfully represent the Platform. Of course, we would prefer if you provide any constructive criticism to us directly. If there is any conflict between this section 1A (Beta testing and disclaimer) and any other provision of these Terms, this section will prevail.
Collective Content. We may, at our sole discretion, invite and enable Users to create, list, upload, post, send, receive and / or store content, such as text, photos, audio, video, or other materials, comments and information on or through the Platform and our third party social accounts linked to the Site such as Disqus, Facebook and Instagram (“User Content“). We may, and we may enable Users to, in our sole discretion, access and view User Content and any content that we make available on or through the Platform, including our proprietary content and any content licensed or authorised for use by or through us from a third party (“SC Content“) (SC Content and User Content, together are hereinafter collectively referred to as “Collective Content“).
Content removal. Users agree not to post, upload, publish, submit or transmit any User Content that is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive, is defamatory, libelous, obscene, pornographic, vulgar or offensive, promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, is violent or threatening or promotes violence or actions that are threatening to any other person, promotes illegal or harmful activities or substances or violates these Terms. We may, without prior notice, remove or disable access to any User Content that we find to be in violation of these Terms or our then-current Policies, or otherwise may be harmful or objectionable to us, any User, third party or property.
No obligation to monitor. You acknowledge that we have no obligation to monitor the access to, or use of, the Platform by any User or to review, disable access to, or edit any User Content, but have the right to do so to I) operate, secure and/or improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), II) ensure Users’ compliance with these Terms, III) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body, IV) respond to User Content that we determine is harmful or objectionable or V) as otherwise set forth in these Terms. Users agree to cooperate with and assist us in good faith, and to provide us with such information and take such actions as may be reasonably requested by us with respect to any investigation undertaken by us or a representative of us regarding the use or abuse of the Platform.
Evidentiary data. To the extent necessary and for evidentiary purposes in respect of any investigation undertaken by us in accordance with these Terms, we are expressly permitted to avail ourselves of any content or data (including User Content, programs, files, recordings, identifiers, passwords, transactions or other elements from the Site) in electronic format or media and created, received or stored directly or indirectly by us via our systems.
Communication from us. We may contact you for the purposes of notifying you about the status of your order, sending you reminders, facilitating secondary authentication and providing other notices, updates and information and you consent to receiving such communications (including by way of mail, emails, text messages, calls, automatic telephone systems and push notifications) at the contact information provided by you to us (each a “Communication”). You may opt out of receiving certain Communication by contacting us or following any unsubscribe procedures provided with therein. You acknowledge that opting out of receiving Communication from us may impact your use of the Platform.
Other communications. You are solely responsible for all of your communications and interactions with any other User or person you communicate or interact with as a result of your use of the Platform. You understand that we do not make any attempt to verify, review or inspect any statement or item made by any User or other person on or through the Platform except as explicitly set out in these Terms. We make no representations or warranties as to the conduct of any User or any other user of the Platform. You agree to take reasonable precautions in all communications and interactions made with other Users or any other persons with whom you communicate or interact with as a result of your use of the Platform, including, but not limited to, any User, particularly if you decide to meet offline or in person regardless of whether such meetings are organised by us. We explicitly disclaim all liability for any act or omission of any User or other third party.
No endorsement. We do not endorse any User, Listing or item. Any promotion, description, re-posting, advertisement or reference by us to any User, Listing or item is not an endorsement, certification or guarantee by us about any User, Listing or item, including of the User’s identity and whether the User or relevant Listing or item is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of items and other Users whom you contact or interact with via the Platform.
No liability. By accessing or using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from us with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Users via the Platform regarding any rentals or Listings made by you. This limitation shall not apply to any claim by a Merchant against us regarding the remittance of payments received from a Customer by us on behalf of a Merchant, which instead shall be subject to the limitations described under section 9 (Limitation of Liability; Disclaimer of Warranties) of these Terms.
2 | USER REGISTRATION
You are not permitted to access the Platform if you are under the age of 18 or if your registered account with us (“SC Account“) has been suspended or removed by us for any reason. You register for an SC Account through the platform via the registration page, by installing an app or any such other method which connects you to any part of our Platform for the purpose of creating an SC Account with us. You may not have more than one active SC Account unless we authorise you to do so. Additionally, you are prohibited from assigning, selling, trading, or otherwise transferring your SC Account to another party. You represent and warrant that you are of legal age to form a binding contract and are not a person barred from receiving the Services under the laws of Hong Kong or any other applicable jurisdiction. When you register for an SC Account, you will be required to select a username. You also agree to provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form and keep your SC Account and profile information (“User Profile”) up-to-date at all times. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
IF YOU DO NOT MEET THE FOREGOING ELIGIBILITY REQUIREMENTS, YOU MAY NOT ACCESS OR USE THE PLATFORM OR COLLECTIVE CONTENT.
B. Account and Profile
Registering your account. You must register an SC Account to access and use certain features of the Platform. If you are registering an SC Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. You may register an SC Account using an email address and creating a password, or through your account with certain third-party social networking services, including, but not limited to, Facebook and / or Google (each such account, an “SNS Account“).
Account owner. Subject to the below section (Registering on behalf of employer), the person signing up for the Services by opening an SC Account will be the contracting party for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding SC Account we may provide to the account owner in connection with the Services. With regards to Merchants, you are responsible for ensuring that the legal name of the account owner (including the legal name of the company that owns the shop, if applicable) is clearly visible on the shop’s store front.
Registering on behalf of employer. If you are signing up for the Services on behalf of your employer, your employer will be the registered account owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Linking accounts. As part of the functionality of the Platform, you may link your SC Account with SNS Accounts, by either: I) providing your SNS Account login information to us through the Platform or II) allowing us to access your SNS Account, as permitted under the applicable terms and conditions that govern your use of each SNS Account. You represent that you are entitled to disclose your SNS Account login information to us and/or grant us access to your SNS Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third-party service providers. You have the ability to disable the connection between your SC Account and your SNS Account at any time, by accessing your ‘My Account’ section of the Site.
SNS Content. By granting us access to any SNS Accounts, you understand that we will access, make available and store (if applicable) any content that you have provided to and stored in your SNS Account (“SNS Content“) so that it is available on and through the Platform via your SC Account and User Profile. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in those SNS Accounts, personally identifiable information that you post to your SNS Accounts will be available on and through your SC Account on the Platform. Please note that if a SNS Account or associated service becomes unavailable or our access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform. Please note that your relationship with the third-party service providers associated with your SNS Accounts are governed solely by your agreement(s) with such third-party service providers.
User Profile. Once you have logged in to your SC Account you may input your User Profile information. Certain types of information are compulsory without which your access to certain Services will be limited, in particular, your telephone number, email address, payment details and shipping information. There is also the possibility of communicating additional optional information which you may elect to keep private or make available to the public, such as a profile photo, your preferred designer brands and your preferred sizes. When posting photos on your User Profile, you promise that you own such photos and that you do not infringe any third-party publicity rights or intellectual property rights in or to the posted photos. You expressly authorise us to use, broadcast and reproduce that photograph on the Platform, in accordance with these Terms.
Payment information. Payment information provided by you will be maintained in your SC Account and you agree to keep such information valid and accurate and to keep such information current at all times. You may save and edit your credit card information (or any other payment method) (“Payment Method”) by selecting ‘Payment Options’ under your ‘My Account’ section of the Site or by emailing us at email@example.com. You must notify us immediately if your Payment Method is lost, stolen, invalidated or has expired. Your Payment Method may be used by us to guarantee any fees or charges with respect to your use of our Services. You hereby expressly authorise us and our third party payment processor to charge any such amounts to your Payment Method and to apply those amounts in accordance with these Terms. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you remain responsible for any uncollected amounts and authorise us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactive the unsettled account or sign up for a new account. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Services or any portion thereof.
Payment processing. All credit card transactions on the Site are processed using Stripe, a secure online payment gateway that encrypts your card details in a secure host environment. We do not store credit card information on our servers and take reasonable care to make our Site secure. To help ensure that your shopping experience is safe, simple, and secure, we use Secure Socket Layer (SSL) technology. Furthermore, we take reasonable care, in so far as it is in our power to do so, to keep the details of your order and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when accessing or ordering from the Site.
Payout Account. With respect to receiving funds from us, you (as a Merchant or participant in our Affiliates and Brand Ambassador Program) must add and keep updated your payout details by selecting ‘Get Paid’ under your ‘My Account’ section of the Site or by contacting us by telephone during business hours: first name and surname linked to the bank account into which they wish to receive payment from SC, bank/sort code, bank address, branch code, account number, PayPal account and/or other account accepted by us, and it is compulsory to provide this prior to accepting Order Requests and payout requests (“Payout Account”). You are responsible for ensuring that the payout details you provide to us are accurate and up-to-date. We are under no obligation to recall funds transferred to an incorrect Payout Account. We will not be liable for any amounts transferred to an incorrect Payout Account due to incorrect account details submitted by you or if your instructions to update such information is not given sufficiently in advance. We advise that you carefully review your Payout Account details before submitting it to us.
Security. If you access or use the Platform, you are responsible for maintaining the confidentiality of your SC Account and password, and for restricting access to your computer or any other such device used to access the Platform. You agree to accept responsibility for all activities that occur under your SC Account or password. Because of this, we strongly recommend that you exit from your SC Account at the end of each session. You agree to notify us immediately of any unauthorised use of your SC Account or any other breach of security. No third party is authorised by us to ask for your credentials, and you must not request the credentials of another User. We reserve the right to refuse Service to anyone at anytime (which includes, but is not limited to, the right to refuse to process and thus accept a transaction), terminate accounts, or remove or edit any content at our sole discretion for any reason or no reason. We will not be liable to you or any third party for withdrawing, removing, screening or editing any item, Listing or any other content or Service from the Platform, refusing to process a transaction or unwinding or suspending any transaction after processing has begun.
3 | VERIFICATION OF ITEMS
A. Eligible Items
Only certain luxury fashion items are accepted by us via the Platform. All items listed for rent, sale or otherwise made available on or through the Platform must meet certain standards in accordance with our ‘Item Quality Standards’ as posted on the Site which we may update from time to time without prior notice to you (“Eligible Items”).
B. Verification Process
Verification process. We verify (in person or by electronic means) either the identity of the Merchant or those Eligible Items delivered to us promptly upon receipt in order to confirm that the items delivered to us conform with the relevant Listing description in accordance with this section 3B (Verification Process) of these Terms (“Verification Process”). Only those Eligible Items which have passed this inspection will be made available for rent or sale on the Platform (“Verified Items”). Users acknowledge and agree that, notwithstanding the fact that we are not a party to the agreement between the relevant transacting Users, we act as their agent for the limited purpose of conducting the Verification Process on their behalf.
Receipt from Merchant. The Verification Process will be conducted when we receive an item from the Merchant for the purpose of fulfilling an Order Request. If at such time we determine that the item does not, in our sole discretion, adequately conform with the Listing description, we may, but are not obligated to, contact the relevant transacting Users and negotiate on their behalf to amend the relevant Listing (which may include reducing the price and adjusting other details). If an agreement is reached, the Listing will be amended accordingly and the item will be deemed to have passed the inspection. Otherwise the item will be deemed to be a non-conforming item and the transaction relating thereto will be cancelled in accordance with these Terms.
Receipt from Customer. The Verification Process will also be conducted when we receive a returned rental item from the Customer. Minor damage to the item due to normal wear and tear is expected during the rental (including removable stains, mendable tears, missing buttons, loose stitching and such other damage to the item) for which the Customer may be liable in accordance with subsection 4D (Damage) of these Terms. Upon receipt of a returned rental item from the Customer to us, we will determine, in our sole discretion, the nature of any such damage and have the item cleaned, repaired and/or restored using a third party specialist of our choice and based on their advice to us.
Prohibited Items. During the Verification Process, we will use reasonable efforts to prevent the circulation of counterfeit items and those which infringe applicable laws or regulations or third-party rights (“Prohibited Items”) in accordance with our ‘Prohibited Items Policy’.
4 | BORROWER AND BUYER SPECIFIC TERMS
The following Terms apply to your access and use of our Platform as a Customer.
A. Placing Rental and Purchase Orders
Process. You may place an order (“Order“) for rent (“Rental”) or sale for the purchase price displayed on the relevant Listing and at checkout (“Purchase“), on the Site with a credit card or other approved payment method which may be advertised on the Site from time to time. By so doing, you represent that you are authorised to use the chosen payment method for the purpose of placing such Order. Once your Order has been placed, an email acknowledging your Order will be sent to you. This email is not an acceptance of your Order, just a confirmation that we have received it. All Orders are subject to the ‘Cancellation Policy’ and must be guaranteed by a valid credit card at the time the order is placed or the order reservation will be automatically released. Renewing a rental or reserving a rental item, regardless of how far in advance, is placing an Order.
Payment verification. When you place an Order, we may charge your Payment Method nominal amounts, not to exceed ten Hong Kong Dollars (HKD$10) in the aggregate. Before we proceed with your Order we may ask you to confirm such amounts charged to your Payment Method for payment verification purposes.
Order Requests. Merchants are solely responsible for honouring any accepted Order Requests. Upon receipt of an Order Request, the Merchant is required to either approve or deny the Order Request and ensure we receive the relevant item within a certain period; otherwise, the Order Request will automatically expire and the order will be cancelled.
Next Day Rentals. Merchants agree to accept all Orders placed for items made available to Customers as Next Day Rentals which are pre-verified items stored with us for immediate dispatch to you.
Your agreement. By placing an Order, you choose to enter into a transaction with the Merchant to rent or buy their item and you agree, and understand that, you will be required to enter into an agreement with the Merchant and accept any additional terms, conditions, rules and restrictions associated with such rental or purchase. You acknowledge and agree that you, and not us, will be responsible for performing the obligations of any such agreement (except with respect to those obligations we are required to perform on your behalf as your agent in accordance with these Terms) and that we are not a party to such agreement.
Payment services. You acknowledge and agree that, notwithstanding the fact that we are not a party to the agreement between you and the Merchant, we act as the Merchant’s payment collection agent for the limited purpose of accepting certain payments from you on behalf of the Merchant as described in these Terms. Upon your payment of such funds to us, your payment obligation to the Merchant for the agreed upon amount is extinguished, and we are responsible for remitting the funds to the Merchant in the manner described in these Terms, which constitute our agreement with the Merchant. In the event that we do not remit any such amounts, the Merchant will have recourse only against us and not you directly.
Rental Period. Verified Items are available for rent on a weekly basis of seven (7) consecutive days (“Rental Period”) from and inclusive of both the start date (“Start Date”) and the return date (“Return Date”) each as stated at checkout.
Rental Protection. In consideration for your use of the Platform we charge you a fee to help us cover certain costs associated with our performance of the Verification Process and for cleaning, repairing and restoring the item with respect to normal wear and tear (“Rental Protection”) up to $200 (“Rental Protection Coverage”). The Rental Protection fee is non-refundable (except as expressly set out otherwise in these Terms) and you are solely responsible for paying any such fees to us. You will have an opportunity to review the Rental Protection fee applicable to your Order prior to checkout. We reserve the right to change the Rental Protection fee at any time without prior notice to you.
Rental Order Fees. On or prior to each Start Date, you agree to pay us the Rental Fee and the Rental Protection fee at the weekly rate stated at checkout for each Rental Period the item is on loan to you (“Rental Order Fees”). Unless specified otherwise under these Terms, you will continue to be liable for any and all Rental Order Fees in respect of each item which remains on loan to you until the item is returned to us in accordance with these Terms.
Payment of Total Fees. The charges applicable to your Order will be the total of the Rental Order Fees, Purchase Order fees and any delivery fees (“Total Fees”). You will have the opportunity to review the Total Fees before you place your Order. Upon placing the Order, you agree to pay us the Total Fees and you authorise us and our third party payment processor to charge your Payment Method for such amount. Certain credits issued to you for use on our Site (“Credits”) may be used towards your Rental Fee at the time of checkout in accordance with these Terms and our ‘Credits Policy’. Credits do not apply towards any Purchase Order fees.
Acceptance. Unless you cancel your Order, acceptance of your order will be completed when we email you to confirm the items have been dispatched. Content (including without limitation product images, descriptions, pricing, stock availability, and sizing information) on this Platform constitutes an invitation to treat by the Merchant or other relevant party, not a binding offer. We reserve the right not to accept your Order in the event, for example, the Merchant rejects your request in accordance with these Terms, that we are unable to obtain authorisation for payment, that the item ordered is unavailable or does not pass the Verification Process and is withdrawn, or that you do not meet the eligibility requirements set out within the Terms. You acknowledge and agree that we may place limits on the rental of items, including but not limited to restricting orders placed under a single SC Account, payment method or billing or shipping address.
Listing errors. We will be under no obligation to accept or fulfil an Order for an item that has failed to pass the Verification Process, was listed incorrectly (including, but not limited to, being listed at an incorrect price) or for any other reason as determined by us at our sole discretion and we reserve the right to cancel any such Order that has been accepted or is in transit. If the item that is the subject of your Order is cancelled for any reason, we will use reasonable efforts to contact you by email or telephone to inform you that we have not accepted your Order. If you have already paid, we will refund you the Total Fees. In the event that an Order is recalled in transit, we will process your refund once the relevant items have been safely returned to us. Cancellations are made in accordance with our ‘Cancellation Policy’ and you agree that we will not have any liability for such cancellations or refunds.
B. Receiving Orders
Delivery service. Within the relevant time frame following the placement of your Order, we will dispatch your Order to your specified address using a courier selected by us at our discretion. Delivery times appearing, or referenced to, on the Platform commence from the dispatch date and are only estimates based on the information provided to us by the relevant courier. Accordingly, we make no guarantees as to actual delivery times.
Dispatch delays. Please note that while we aim to dispatch all Rental Orders on or before the Start Date and all other Orders within a reasonable time frame or otherwise as specified on the Platform at the time of checkout, certain circumstances may impact the actual date of dispatch. If dispatch of your Rental Order is delayed for any reason we will contact you as soon as possible to let you know and take steps to minimise the effect of the delay. We will not be liable for any delays to your Order and do not make any guarantees as to the actual date of dispatch. With regards to Rental Orders, if there is a risk of delay by more than one (1) working day you may request to cancel your Rental Order and receive a full refund of the Rental Order Fees and any delivery fees directly in connection with that Rental Order. Furthermore, all credit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your Payment Method refuses to authorise payment to us, we will not be liable for any delay or non-delivery.
Receipt. Upon delivery to your specified address, responsibility for the items pass to you. If a recipient other than you is specified for delivery purposes then you accept that evidence of a signature by such recipient or any person at that delivery address is evidence of delivery and fulfilment by us, and transfer of responsibility in the same way. You acknowledge that an address where a recipient can physically receive the package is highly recommended and that we will not be liable for any delivery delays or additional delivery fees. We do not bear liability for any packages left unattended. If you are unable to locate a confirmed delivery, you are required to contact us immediately so that an investigation may be opened with the assigned carrier. We are not able to proceed with the resolution of the lost Order until we receive the results of the investigation.
Purchase Orders. Unless otherwise agreed, all Purchase Orders are final sale and sold to you on an ‘as is” basis without warranty of any kind. Purchase Orders are not returnable nor refundable.
Condition of item. You agree and understand that certain Verified Items are pre-owned and are thus not in new condition. You agree and accept our opinion regarding the Verification Process (including our determination of the condition of the item) as final.
No liability. The use of any item will be at your own risk and we will not be held liable for any issues, damages, complaints, claims or other grievances associated with such use (including any fit, quality, condition, health or safety related issues).
C. Rental Order Returns and Renewals
Return Date. No later than the close of business on the Return Date, you agree to ensure that we safely receive the return rental (together with any accessories, tags and packaging included with your rental) at the specified return address; or renew the Rental Period for those rental items you wish to keep past the Return Date by notifying us prior to the Return Date and paying any applicable Rental Order Fees.
Complimentary returns. You may use the shipping waybill included with your Rental Order to return the rental item to us free of charge using either the collection service or the self drop-off service. Upon dispatch of your Rental Order, you will receive an email notification from us specifying the return details. If you choose to use this complimentary return service, please be aware of the posting deadlines, which will vary depending on your location, to ensure that the package will be received by us in time. To avoid delay, kindly ensure that you are available at your specified address at the relevant collection time and that the item is well packed in accordance with the packing guidelines provided by the selected carrier. If the collection needs to be rescheduled, additional charges and fees may apply for which we will not be liable. You are liable for any and all such additional charges and fees.
Other return services. You may return items to us using any other delivery service available to you, at your expense. We will not be liable for any damage to or loss of any items during transit when the package is delivered in this way. We recommend that you obtain proof of posting with an online tracking number and insurance, as appropriate. Please contact us to obtain return delivery details.
Personal items. We are not responsible for any personal items left in the package delivered to us. At your request we may assist in attempting to locate such items, but we are not obligated to and assume no liability for doing so.
Limits. We reserve the right to limit, cancel or prohibit the number of items that you may rent and require you return any or all rental items in your possession at any time, at our sole discretion. For compliance or operational reasons, we may require you to pay a cash deposit prior to dispatching the Rental Order to you.
D. Rental Order Late Returns, Non-Returns and Damage
Authorisation. Upon placing a Rental Order, you hereby expressly authorise us and our third party payment processor to charge your Payment Method up to double the item’s original value as stated on the relevant item Listing (“Original Value”) for the purpose of guaranteeing payment of those amounts which may become payable by you under this section 4D (Rental Order Late Returns, Non-Returns and Damage).
Non-Return. If we fail to receive the return rental item by the close of business on the Return Date in accordance with section 4C (Rental Order Returns and Renewals) and these Terms, you agree to purchase the item at its Original Value or at such other agreed upon amount (“Purchase Price”). You authorise us and our third party payment processor to charge your Payment Method the Purchase Price. The Purchase Price is non-refundable except as set out under subsection 4D (Refund of the Purchase Price) below.
Damage. You agree to treat the rental item with great care whilst it is in your possession and to follow any advice we give you to keep any items we deliver to you safe (including any instructions provided with the item) and you must not attempt to alter, clean, repair or restore the item unless written approval has been obtained by us and the Merchant. We cannot accept liability for damage to items we have supplied which is caused by your failure to follow this advice. Furthermore, you are responsible for any and all damage to the item which is not covered by the Rental Protection Coverage. We will thoroughly inspect all rental items returned to us in accordance with the Verification Process. If during inspection of the item, we discover any damage, you hereby expressly agree to pay us for all necessary cleaning, repairing and restoring costs as advised by third party service provider(s) of our choosing which is not covered by the Rental Protection Coverage, up to the Purchase Price (“Additional Repair Costs”). However, we will not attempt to repair, restore or clean the item if such third party service provider(s) advise us that I) the cost of cleaning, repairing and/or restoring the item will exceed the Purchase Price or II) that the item has been damaged irreparably. Instead, the item will be considered to have not been safely received by us and deemed a non-return.
Late returns. Rental items received by us within 21 days of the initial Return Date (the “Auto-Renewal Period”) will be deemed to have been renewed in accordance with section 4C (Rental Order Returns and Renewals) of these Terms unless specified otherwise under these Terms. The Rental Order Fees will be applied at the original weekly rate for each additional Rental Period the item remained on loan to you during the Auto-Renewal Period (“Renewal Fees”). You hereby expressly agree to pay us those Renewal Fees which are payable by you in addition to any Rental Order Fees and Additional Repair Costs. Credits or any other discounts or promotions may not be applied towards the renewal of Rental Periods in this way. If the rental item is not received by us prior to the close of business on the last day of the Auto-Renewal Period, it will be deemed a non-return.
Refund of the Purchase Price. If the returned rental item is safely received by us on or before the close of business on the last day of the Auto-Renewal Period, we will refund the Purchase Price to you less Additional Repair Costs, Renewal Fees and those other amounts due and owing by you to us under these Terms, if any.
Packaging. You will receive your Rental Order together with certain packaging (such as packing boxes, garment bags, dust bags etc.) which must be returned to us. This packaging is not for you to keep and is lent to you by us for your convenience and to protect the rental items. You agree to pay, and hereby expressly authorise us and our third party payment processor to charge the Missing or Damaged Packaging fee (as published in our ‘Fees & Charges Schedule’) using your Payment Method for each packaging that is not safely returned to us at the end of your Rental Period.
Item ownership. We do not transfer legal ownership of items from the Merchant to the Customer. Unless otherwise agreed, you will become the item’s lawful owner upon payment of the Purchase Price and the rental item having been deemed a non-return in accordance with this section 4D (Rental Order Late Returns, Non-Returns and Damage) on an ‘as is” basis without warranty of any kind.
Item retrieval. We are not responsible for the loss or damage to any of your items in our possession. However, if your item is in our possession following payment of the Purchase Price and the rental item having been deemed a non-return, you may request we return it to you within seven (7) days from when it was deemed a non-return by emailing us at firstname.lastname@example.org and paying to us a $100 retrieval fee for each item and reasonable delivery fees, if any. Once payment of such fees has cleared, we will return the item to you at your specified address. We will not be responsible for packages which are undeliverable and/or sent back to us by the courier due to an incorrect address or otherwise. If a request is not made in accordance with this paragraph, we will acquire title to such item from you and we will have the right to freely dispose of it as we see fit in our sole discretion.
Liability. Please note that you are liable for any late or non-return, regardless of any third party involved with the return.
E. Subscription Plans
Plans. Users who subscribe to our StylePass will receive access to certain exclusive Services and benefits (“StylePass“). Your access to, and use of, these StylePass Services are non-transferable and exclusive to you. Upon subscribing, a certain number of Credits will be allocated to you depending on the selected plan. These Credits will be issued to you for your immediate use on or about the date of your subscription or such other date specified in the relevant plan. Each month thereafter, additional Credits will be issued to your SC Account on or about that same date for your immediate use in accordance with your selected plan.
Fees. Upon subscribing for a StylePass, you will receive access to StylePass Services. The commitment period is as specified in the relevant plan (“Subscription Cycle“). You agree to pay the subscription fee at the applicable monthly rate for the Subscription Cycle and you authorise us and our third party payment processor to charge your Payment Method in accordance with these Terms. You agree to pay all other applicable fees including Rental Protection and delivery fees, if any, as displayed at checkout or elsewhere on the Platform.
Trials. From time to time we may offer subscriptions at a special rate for a trial period. Your eligibility to participate in any special offer during the trial period is determined solely by us. Your access to any trial offer is provided at our sole discretion. The Services available to you during your trial period may differ from those available during subsequent Subscription Cycles.
Limits. Trial discounts, offers and promotions may be redeemed as described in the relevant promotion and may be subject to additional or different terms. Unless expressly specified otherwise, trials are not transferable, may not be combined with other offers or redeemed for cash and are void where prohibited. You understand and agree that unless expressly specified otherwise, trials are available only to new Users that have never had a paid transaction via the Platform before and there is only one trial permitted per Payment Method and it is a violation of these Terms to sign up for a trial if you have signed up for an SC Account or trial in the past or to have more than one SC Account or trial at the same time. We reserve the right, in our absolute discretion, to determine your eligibility for a trial. If in our discretion we believe you are not eligible for a trial, we reserve the right to prevent you from signing up for a trial or to terminate your promotional subscription. If we terminate your trial because you have violated these Terms, you understand that you will not be eligible for a refund.
BILLING AND AUTO-RENEWAL
Billing Date. Unless expressly specified otherwise, you will be charged the first month’s subscription fee at the applicable monthly subscription rate on the date that you subscribe to your StylePass (“Billing Date”).
Auto-renewal. Thereafter, your Payment Method will be automatically charged the subscription fee at the applicable rate each subsequent month until your subscription is cancelled or terminated. Recurring charges will occur on a going-forward basis each month on or about the same date as your initial Billing Date. For example, if you purchase your StylePass subscription on 1 January, your subscription will automatically renew on 1 February. In the event such a date does not exist, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if your initial Billing Date is January 31st, your next payment date is likely to be February 28th, and your Payment Method would be charged on that date. Your renewal date may change due to changes in your subscription.
Renewal Offer. Prior to the expiration of the Subscription Cycle, we may contact and offer you a StylePass Services renewal (“Renewal Offer“). If you agree with the Renewal Offer, your access to StylePass Services will be renewed in accordance with terms and conditions of that Renewal Offer.
Acceptance. Upon the expiration of the Subscription Cycle, if: (a) we are unable to contact you regarding a Renewal Offer; (b) you have not agreed to any Renewal Offer; or (c) you have not provided us any notice to terminate your existing subscription, you accept and agree that we may continue to provide you with access to StylePass Services at the then prevailing monthly rate subscription on offer at that time as decided by us at our discretion on the same or shorter Subscription Cycle without notice and you authorise us and our third party payment processor to charge your Payment Method such amounts. Note that even if you do not use your subscription or access the Site, you will be responsible for subscription fees until you cancel your subscription, or it is otherwise terminated.
New plan. If a new subscription is added or your current subscription is changed to a different subscription, all such subscriptions will be governed by these Terms and each will continue indefinitely until canceled or terminated in accordance with these Terms. Unless otherwise specified, any existing benefit, offer, rebate offered to you during your trial period or previous Subscription Cycle will no longer apply.
Acknowledgement. You agree and acknowledge the initial and recurring payment features of your subscription and you fully accept responsibility for all recurring charges prior to cancellation or termination of your SC Account. You further agree and acknowledge that we may submit periodic charges without further authorisation from you until you provide prior written notice (receipt of which must be confirmed by us) that you have terminated this authorisation or cancelled your subscription or your SC Account. This notice will not affect charges that have already been submitted or are in process.
USE OF CREDITS
General. Depending on the subscription plan you choose and purchase, you will be allotted Credits to be used solely to rent items as a subscriber. Credits will be issued to your SC Account according to your chosen subscription and you can choose how you use your Credits across the various rental items available to you through that subscription. Credits do not apply to any Purchase Orders.
Roll over. Credits will continue to roll over into future months for up to one year from the date of issue or until your subscription expires, unless expressly specified otherwise.
Credits policy. If your subscription is canceled or terminated, you may continue to use all valid unused Credits until the subscription expires at the end of the relevant trial period or Subscription Cycle. There will be no refund for any unused amount. To learn more please read our Credits Policy.
SUBSCRIPTION CANCELLATION AND EXPIRY
General. You may cancel your subscription at any time by emailing us at email@example.com from the email address registered with your SC Account stating that you would like to cancel your StylePass subscription at any time, but your subscription and access to StylePass Services won’t expire until the end of the relevant trial period, Subscription Cycle or such other agreed upon date. This means your subscription will continue for the remainder of that period and you will not receive a refund.
Cancellation. You can cancel your subscription anytime by contacting us at firstname.lastname@example.org. Unless otherwise agreed, you may cancel within 14 days of subscribing to any StylePass Trial for free and your StylePass subscription will continue until the end of that first month’s billing period. For all other StylePasses, you may cancel at anytime and a 50% cancellation fee for each subsequent month of your Subscription Cycle will apply. We will charge such amount to your Payment Method on or about the day that we received your cancellation request.
Failure to return products. Please ensure you that we safely receive all your return rental items on or prior to the expiry (or pause date) of your subscription, otherwise such rentals will be deemed a non-return and you will be charged the Purchase Price in accordance with 4D (Rental Order Late Returns, Non-Returns and Damage) and any other relevant fees, if any. You authorise us and our third party payment processor to charge your Payment Method any and all such amounts.
Payment failure. If we are unable to successfully receive payment from you on the date any amount owing to us becomes due, we may withhold the issue of Credits to your SC Account. We may retry your monthly payment and ask you to update your Payment Method. If your payment clears within 28 days, your subscription will resume, otherwise we may terminate your subscription with immediate effect (and you will no longer have access to any StylePass Services, including the issue of new Credits or the use of issued Credits) or take any other action we deem appropriate, at our sole discretion. You will remain liable for any and all outstanding subscription and other fees, if any, for the remainder of that Subscription Cycle.
Reactivation. If your subscription or SC Account has been deactivated due to non-payment or otherwise, you may request a reactivation by emailing us at email@example.com. We reserve the right to charge you a reactivation fee. You will be responsible for paying any outstanding balance before placing any new Orders or subscribing to any of our Services.
STYLEPASS BETA PLANS
As a StylePass subscriber, you will have the opportunity to rent designer styles at a fixed rate (“Fixed Rate“) for your selected Subscription Cycle or such other rate depending on your selected StylePass tier or package. StylePass members may also benefit from exclusive discounted Purchase Price for items available for sale. This exclusive price will be displayed on the Listing and at checkout if applicable. Additional features and benefits may be accessible to you from time to time as displayed on the Site. You agree to pay for all other applicable fees and charges as displayed at checkout or elsewhere on the Platform including Rental Protection and delivery fees, if any. Upon subscribing, a set number of Credits will be issued to you depending on your selected StylePass for your immediate use towards the Rental Fee of certain items available on the Platform. This date will also be your first Billing Date. If a free month trial applies to your subscription, you will receive your first free month in addition to your committed Subscription Cycle and you will be charged your first subscription fee for the Subscription Cycle starting on the next Billing Date. An additional set of Credits will be issued to you each month thereafter in accordance with this section F (Subscription Plans). The details of StylePass are more fully described here.
Guarantee. Our cancel for free anytime guarantee applies to new StylePass members only who have never transacted on the Site before using our Credit system. Users who have previously subscribed to any StylePass, membership or package or have transacted with Credits (including any ambassador programs such as SFC, Collaborator, Stylists or otherwise have received any discounted Services) do not qualify as a new StylePass member.
CHANGES AND TERMINATION OF THE STYLEPASS BETA PLANS
Right to modify. As StylePass is a beta plan, we reserve the right to modify the StylePass (including the subscription fee) or terminate StylePass or your StylePass subscription at our sole discretion. Unless specified otherwise, any price changes to your subscription will take effect on your next Subscription Cycle upon notice communicated by posting on the Platform or such other means as we may deem appropriate from time to time. If you do not cancel your subscription, you will be deemed to have accepted these new fees.
Plan termination. If we terminate your StylePass subscription, we will provide you with, as determined in our sole discretion, either a) a prorated refund for the remainder of your current applicable subscription, or b) continued access to StylePass for the remainder of that applicable Subscription Cycle or part thereof, in accordance with these Terms. However, we will not give any refund for termination related to conduct that, in our discretion, violates any terms set out in these Terms or any applicable law. We may at our sole discretion choose to provide you with continued access to StylePass Services for the remainder of that applicable period of your Subscription Cycle, but we are not obligated to do so.
5 | LENDER AND SELLER SPECIFIC TERMS
The following Terms apply to your access and use of our Platform as a Merchant.
A. Lending and Selling Your Items
Create listings. You may create Listings to lend your Eligible Items to other Users for rent via the Platform by following the instructions provided to you by us or any relevant third party services. To create or edit a Listing using the in app listing tool, select ‘Create Listing’ on the Site or ‘edit’ on the relevant Listing once you have logged in and follow the prompts on screen. You will be asked a variety of questions about the rental item to be listed or edited, including, but not limited to the category, designer brand, colour, condition, size, fit and pricing. Upon submission of this information, your Listing will be made publicly available on the Platform, subject to our approval and these Terms at all times. You understand and agree that the placement or ranking of your Listings in search results may depend on a variety of factors, including, but not limited to, our curation, User preferences and ratings.
Mandatory. You agree to appoint us as an agent to do the following on your behalf within the framework of our Platform and in accordance with these Terms:
I. Conduct the Verification Process;
II. Publish the item description and other relevant information provided in a rental Listing with all the content inputted by you and, where appropriate, edit such User Content as to the accuracy of the images, description and condition; and
III. Accept an Order request.
Order Requests. Other Users will be able to rent and buy your Eligible Item based upon the information provided in your Listing, subject to your prior approval and verification by us in accordance with the Verification Process. If an Order Request has been placed for your item, you will be sent an email notifying you of such request. You may follow the link provided in your email or visit the ‘Order Dashboard’ section of the Site to either accept or reject the Order Request. Your selection must be made within 24 hours, otherwise the request will expire and the Order will be automatically cancelled.
Accepting requests. You will be notified by email upon the submission of an Order Request by a Customer. To accept the Order Request, you must provide us with your billing and shipping information under the ‘Payment Options’ section of your SC Account and by doing so, you authorise us and our third party payment processor to charge your Payment Method any amounts due and owing to us under and in accordance with these Terms. Once you have accepted the request, an email confirmation will be sent to you.
Next Day Rentals. Upon completion of your item’s initial Order Request transaction, your item will be inspected again in accordance with the Verification Process if it is returned to us from the Customer. If your item passes this inspection, we will store it for the purpose of making your item available on the Platform as a pre-verified Next Day Rental item until it is retrieved by you in accordance with these Terms. In order to facilitate the Next Day Rental process, we may adjust your item’s Listing to reflect the current condition of the item in accordance with the Verification Process and accept any Order placed for such Verified Item on your behalf without prior notice to you. By leaving your Verified Item with us, you agree to accept these and any other terms and conditions applicable to Next Day Rentals (which we may update from time to time without prior notice to you) as and when they are posted on the Site (“Next Day Rental Program”). You may withdraw your item from the Next Day Rental Program at anytime by retrieving your item in accordance with section 5B (Retrieval request) of these Terms.
Exclusive agent. Unless otherwise agreed, we will have the sole and exclusive right to act as your agent to rent and sell those Eligible Items you make available for rent or sale on the Platform immediately upon your acceptance of those respective item’s rental or sale request in accordance with these Terms and you shall not try to rent or sell any of these items yourself or appoint any other person or company to rent or sell them for you until they are retrieved from us and successfully returned to you in accordance with section 5B (Retrieving Items) of these Terms.
Free packing material. Upon request, complimentary packing materials such as garment bags, dust bags, security seals or boxes may be provided to you upon your acceptance of an Order Request. Delivery fees may apply depending on your location. You must follow any packing instructions provided to you (including our requirement for the security seal provided to be signed and properly affixed to the package or item(s)). If you choose to use your own packaging or use our packing material improperly, it will call into question as to whether the item received by us is the same as the one you sent and we will not be responsible for any loss or damage. Any packaging provided to you is for the purposes of collecting and securing the rental item (and not for you to keep). If any packaging is not safely returned to us together with your collected item, you agree to pay us the Missing or Damaged Packaging fee as published in our ‘Fees & Charges Schedule’.
Collection of item. Once you have accepted an Order Request, you will be provided with instructions on how to self-drop off or deliver your item to us within a specified period. Fees may apply for certain collection and delivery services. In order to fulfil the Order, we will need to inspect the item or verify the Merchant in accordance with the Verification Process.
Transit Insurance. Upon collection of your item, you agree to provide us with any documentation required upon request and in a form acceptable to us, the insurer and the proposed carrier for the purpose of making a claim. Furthermore, if the item is lost or damaged by the carrier to which it was consigned for shipment, your compensation will depend on the compensation proposed by such carrier, if any. We recommend that Merchants obtain appropriate insurance for their items if they wish to insure their items beyond the insurance coverage taken out by us and/or the proposed carrier, if any. Please review any such insurance policy that you may have for your items carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply.
Rescheduling collection. You acknowledge that if the assigned carrier is unable to successfully collect the item from you on its first attempt, the collection may be rescheduled and additional fees may apply for which we will not be liable. You will be liable for any such additional fees.
Other delivery methods. Alternatively, you may deliver the items to us using a courier of your choice and at your expense. We will not be liable for any damage to or loss of any items during transit when the package is dispatched in this way. We recommend that you obtain proof of posting with an online tracking number and insurance, as appropriate. Please contact us to obtain delivery instructions.
Personal items. We are not responsible for any personal items left in the package delivered to us (including any tags, receipts, accessories or other items not described as a part of your item in the relevant Listing). At your request we may assist in attempting to locate such items, but we are not obligated to and assume no liability for doing so.
Cancellations. You may cancel an accepted Order Request in accordance with the ‘Cancellation Policy’ upon which you agree to pay the Cancellation Fee to us. You also agree that cancellations of the Order, and the refund of the Total Fee (or part thereof) as a result of any Order cancellation, are permitted in accordance with these Terms. You agree that we will not have any liability for any such cancellations or refunds. Items not received by the Customer or by us within a specified period of time as displayed on the platform from when you accepted the Order Request will be automatically cancelled and the Cancellation Fee will apply.
Non-conforming item. If your item is deemed to be a non-conforming item during the Verification Process, you will be notified by email. You agree to pay us the ‘Non-Conforming Item Fee’ as published in our ‘Fees & Charges Schedule’ and reasonable handling and two-way delivery fees and the cost of insurance, if any. You agree that we and our third party payment processor may collect those fees using any Payment Method. Once we have received payment of this amount, you may arrange to have the non-conforming item returned to you in accordance with section 5B (Retrieving Items) of these Terms within seven (7) days of the email notification having been sent to you, otherwise the item will be deemed an unclaimed item (“Unclaimed Item”).
Promotion. To promote the Platform and to increase the exposure of listings to potential Customers, Listings and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Listings and other User Content may be translated, in whole or in part, into other languages. We cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
Your agreement. If you choose to enter into a transaction with a Customer to lend or sell an item, you agree and understand that you will be required to enter into an agreement with the Customer and you agree to be bound by any additional terms, conditions, rules and restrictions associated with such rental or sale imposed thereto between the parties. You acknowledge and agree that you, and not us, will be responsible for performing the obligations of any such agreement (except with respect to those obligations we are required to perform on your behalf as your agent in accordance with these Terms) and that we are not a party to such agreement.
Compliance. You are responsible for complying with all obligations binding upon you, including making all necessary declarations to the relevant authorities in order to comply with all applicable laws and regulations and we do not assume any liability in this regard. You acknowledge and agree that you alone are responsible for any and all User Content you post on or via our Platform. Accordingly, you represent and warrant that the rental or sale of your item on or via the Platform, or a User’s use, of such item will not breach any agreements you have entered into with any third parties and will be in compliance with these Terms and all applicable laws, tax requirements, intellectual property laws and rules and regulations that may apply in connection thereto and not conflict with the rights of third parties. By making your item available for rent or sale on or via the Platform you confirm that I) you are the rightful owner of such item and that all necessary permission has been obtained to lend and sell such item if you do not have full authority to do so, II) you have the rightful owner’s permission to lend and sell such item in your name as though such item were your own if you are lending and selling such item on behalf of somebody else, III) the item is not a Prohibited Item, IV) the item conforms to the description provided by you on or via the Platform (including in any relevant Listing) and V) the item is in line with our ‘Item Quality Standards’. Please note that we assume no responsibility for a User’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations.
No liability. We will not be liable for any delays (including those caused due to a missed collection or other delivery delays, the non-fulfillment of an Order by the Merchant or the Verification Process) or for performing any other Service on your behalf. You are responsible for ensuring that upon our receipt of the item, we will have sufficient time to carry out the Verification Process and fulfil the Order on time. We will not be liable under any circumstance for the loss or damage of any item to the extent permitted by law. Any tools or information we provide in connection with your SC Account, including tools to allow you to view information about past transactions or to calculate certain data, are provided as a convenience only and you use them at your sole discretion and risk.
Outsourced services. Furthermore, you agree and understand that as a part of our Services we may outsource certain services to our partners or other third party service providers for, or in connection with, the delivery, the Verification Process and the storage, repair, cleaning and restoration of your item. We will not be liable for any loss or damage caused to you or any of your items by such third party or any complaints associated thereto and we disclaim all liability in this regard. If your item is lost or damaged by such third party service provider, your compensation will depend on the compensation proposed by that third party service provider, if any. At your request, we may assist you with any dispute that you may have with such third party, but we are not obligated to and assume no liability for doing so.
Independent contractor. If you choose to use the Platform as a Merchant, your relationship with us is limited to being an independent, third-party contractor, and not our employee, agent, representative, joint venturer or partner for any reason. As such, you act exclusively on your own behalf at all times and for your own benefit and you do not act on our behalf or for our benefit under any circumstances.
B. Retrieving Items
Retrieval request. To retrieve an item of yours stored with us, you may submit a request by following the instructions posted on the Site under the “Order Dashboard” section of your SC Account. By submitting your request to us, you agree to pay us a $100 retrieval fee for each item and reasonable delivery fees, if any, and you authorise us and our third party payment processor to charge your Payment Method for such amount(s). The item must not be the subject of a Rental Order transaction at such relevant time. Once we have received payment of all amounts due and owing by you to us under these Terms, we will arrange to have the item returned to you or available for self-collection.
Non-receipt. We will attempt to contact you by telephone and send an email notification to you if we are unable to return an item to you, specifically I) when we are unable to receive a confirmation from you regarding your return address, II) such item is not collected by you within a specified period or is sent back to us by the courier as undeliverable due to non-receipt by you or any other intended recipient or an incorrect address or III) due to the non-payment of any outstanding amounts payable to us under these Terms. For a period of three (3) months from the date the email notification was sent, the item will be kept by us at your disposal and at your risk and expense after which it will be deemed an Unclaimed Item without any further notification to you.
Unclaimed Item. We will acquire title to any item which has been deemed an Unclaimed Item pursuant to these Terms and, upon acquiring title, we will have the right to destroy the item (if necessary, for example, in the case of Prohibited Items), donate the item to a charity of our choosing or otherwise freely dispose of the item at our sole discretion without any further notice or compensation to you.
Non-returned item. During the rental process you agree and understand that your item may be deemed a non-return due to loss, damage or otherwise for which you will be compensated in accordance with these Terms. Accordingly, while we do not transfer legal ownership of items from the Merchant to the Customer, you agree and understand that the Customer may not return the rental item to us and that they may keep the item as a buyer and become the new owner of such item in accordance with these Terms. Unless otherwise agreed, the Customer will become the item’s lawful owner upon payment of the Purchase Price and the rental item having been deemed a non-return in accordance with section 4D (Rental Order Late Returns, Non-Returns and Damage) on an ‘as is” basis without warranty of any kind. The Purchase Price is as set by you, and confirmed in the Merchant listing tool for your review prior to listing, as the ‘Non-Return Sale Price’.
Item storage. We will take reasonable steps to store all Verified Items left with us in a humidity and temperature controlled facility. While the utmost care will be taken when handling and storing your Verified Item at all times, we do not assume liability for any loss or damage to the Verified Item or any other items left or stored with us. Items that are not rented out at least once every 3 months attract a monthly storage fee of $20 per item or such other price quoted to you at and from the time we accept your items for storage which we may update at our sole discretion from time to time. A surcharge may apply for the storage of large, bulky and other special items as determined by us at our sole discretion. You may request the return of your item at any time in accordance with the above subsection 5B (Retrieval request) of these Terms. We reserve the right to refuse to store your item(s) at any time, in which case we will return the item(s) to you in accordance with these Terms and at your expense.
C. Payment Services and Terms
Appointment as limited payment agent. You hereby appoint us as your payment collection agent solely for the limited purpose of accepting funds from Customers placing Orders. You agree that payment of the Rental Fee or Purchase Price by a Customer through the Platform will be considered the same as a payment made directly to you, and you will provide the relevant Services paid for by the Customer in the agreed-upon manner as if you had received the payment directly from the Customer. You agree that we may refund Customer in accordance with these Terms and that any amounts received by the Customer will be applied first to any service fees due and owing to us in respect of the relevant Order for which payment was made. You understand that our obligation to pay you is subject to and conditional upon successful receipt of the associated payments from the Customer. We guarantee payments to you only for such amounts that have been successfully received by us from Customers and in accordance with these Terms. In the case of any disputes with the Customer’s payment, you understand and agree that I) we may recover from you a) those amounts paid out to you which are the subject of a payment reversal or chargeback whether initiated by the bank, Customer or any other third party and b) the dispute fee and any other fees and charged by our third party payment processor and/or card network with respect to transaction that is the subject of the dispute and II) the dispute will be handled in accordance with the terms of our third party payment processor. In accepting an appointment as your limited payment agent, we assume no liability for any of your acts or omissions.
Your Earnings. Unless otherwise agreed and depending on the StylePass status of the Customer at the time a booking is made, you will receive a set percentage (as quoted to you at the time of listing) of the Rental Fee at the Fixed Rate or such other amount agreed upon in writing for each Rental Order in accordance with and in the manner set out under subsection 5C (Transferring funds) of these Terms (“Rental Earnings”). The balance will be retained by us as a service fee for our provision of those Services to you in connection with that Order (“Service Fee”).
Payment due to non-return. Unless otherwise agreed, upon a rental item having been deemed a non-return and the Customer having paid us the Purchase Price under and in accordance with sections 4D (Non-Return) of these Terms, you will receive a payout amount equal to the Purchase Price in accordance with, and in the manner set out under subsection 5C (Transferring funds) of these Terms instead of Rental Earnings with respect to that relevant Rental Order. You agree and understand that you will not receive any Rental Earnings for Rental Orders which are the subject of a non-return. You agree and acknowledge that payment of the Purchase Price to you by the Customer is sufficient compensation for the Rental Order and non-return of your item and that no further compensation will be provided to you with respect to such item or Rental Order.
Payment due to Purchase Order. Unless otherwise agreed, upon a sale item having been purchased by the Customer (without having first been rented in the same transaction) for the Purchase Price as a Purchase Order under and in accordance with these Terms, you will receive a payout amount equal to the 80% of the Purchase Price in accordance with, and in the manner set out under subsection 5C (Transferring funds) of these Terms. The balance of the Purchase Price will be retained by us as a Service Fee for our provision of those Services to you in connection with that Order.
Opportunity to review. Prior to Listing your item, you will have an opportunity to review the Earnings applicable at that time on the ‘Create Listing’ form on the Site. The Earnings will be determined at the time the Order is placed. We reserve the right to update the Earnings at any time without prior notice to you.
Transferring funds. Within a certain time frame following completion of your Order, you will have the opportunity to request a payout to your specified Payout Account in accordance with these Terms. For compliance or operational reasons, we may limit the value of each individual payment. If you are due an amount above that limit, we may initiate a series of payments (potentially over multiple days) in order to provide your full payment amount.
Service Fee. To help operate certain parts of the Platform, we charge the Merchant the Service Fee. You hereby expressly I) agree to pay the Service Fee to us in accordance with these Terms and II) authorise us to retain such amounts from and upon the successful receipt of the associated payments from the Customer in accordance with this subsection 5C (Your rental earnings) above and/or to invoice you for any such amounts which remain outstanding for your prompt settlement.
Holds. To protect against the risk of liability, any payments that Merchants receive from Customers through us may be subject to holds and may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check and/or screen User information against third party databases or other sources, and you agree to having any such payments held by us until we have performed all checks deemed necessary by us and we are satisfied with the outcome of such checks at our sole discretion.
D. Prohibited Transactions
Transactions concerning Prohibited Items via the Platform are strictly prohibited and will be cancelled upon discovery by us. In this case, you will I) refund to us any amounts you may have received in connection with the transaction of the Prohibited Item, II) pay the ‘Non-Conforming Item Fee’ to us in accordance with section 5A (Non-conforming item), III) compensate us and the Customer for any costs incurred arising out of the transaction and IV) guarantee us against any legal proceedings.
You are responsible for ensuring the authenticity of all items that you list for rent or sale via the Platform. In the case of doubt as to the authentic nature of an Eligible Item, we reserve the right to ask you for all documents certifying its authenticity and to suspend your SC Account until those documents are received. We may refuse to accept any item we suspect is a Prohibited Item at our sole discretion. You acknowledge and agree that we are subject to laws and regulations relating to claims of stolen and counterfeit items. We take reports of stolen and counterfeit items seriously and will cooperate with the relevant authorities and any brands or designers in all investigations. You acknowledge that any brands identified on the Platform are not partnered or affiliated with us.
Should any Prohibited Item be discovered, it will immediately be withdrawn from the Platform and your SC Account suspended. You will not be entitled to re-register without prior written approval by us. In addition, if a Prohibited Item is listed on the Platform, you assume the risk of such Prohibited Item being seized by the competent authorities or by the proprietor of the trade mark in question, which reserve the right to retain or destroy it. You will then be personally responsible for recovering the Prohibited Item at your own risk and cost.
6 | AFFILIATES AND BRAND AMBASSADOR PROGRAM
The following Terms set out in this section 6 (Affiliates and Brand Ambassador Program) apply to your access and use of our Platform and your agreement to our Terms as a participant in our Affiliates and Brand Ambassador Program (“Program”).
A. Program, Services and Earnings
Introduction. We agree to provide you with access to the benefits of our Program as may be updated from time to time at our sole discretion. These benefits may also include earning a commission on certain sales in connection with our brand, products, and Platform (“Products”). You may also receive access to use our Services at a promotional rate. All fees as displayed at checkout or elsewhere on the Platform (including refundable Rental Protection, Renewal Fees and delivery fees) apply and are non-refundable if you use any promotional or redemption code to receive a discount off the Rental Fee.
Duration. Your participation in the Program will begin upon our acceptance of your application and will end when terminated by either party in accordance with section 6C (“Program Term”). Unless otherwise specified, being a participant in the Program does not establish any legal or financial relationship with us.
Process and Approval. We expect you to follow the Terms outlined in this section, including any applicable policies or guidelines (“Guidelines”) provided with reference to this Program. By submitting your application to us here or through any other part of our Platform you confirm to us that you have carefully read these Terms. Upon acceptance of your application, we will email you an invitation letter to your email address provided to us in your application (setting out additional terms and conditions applicable to your services (“Program Services”) as a participant in this Program (“Invitation Letter”) for your review and acceptance of those additional Terms. You agree and understand that the Program Policies, Guidelines and Invitation Letter are incorporated by reference and provide additional Terms related to this Program.
Program Services. During the Term, you agree to regularly support, promote and integrate the Program and your involvement therein through media properties and social networks or platforms controlled by you, as described in the Invitation Letter. At all times, you will conduct yourself (and provide the Program Services) in accordance with the Guidelines, and in a manner which does not reflect adversely on our Products. You understand that you must be in good standing, and not in violation of any of these Terms, to be eligible to receive a payout from us, if any.
Referral Usage. We may provide you with a URL link or promo code for you to share and have your referrals use with their purchase. This link or code must be shared in accordance with these Terms and our Guidelines. For a sale to generate a commission, the User must complete checkout and remit full payment for such User’s purchase. Commission will only be paid on sales that are made when the user clicks through qualified, correctly structured affiliate links or enters the code in correctly. Properly coded links and providing users the correct codes and instructions are your sole responsibility.
B. Warranties, Content and Indemnity
Warranties. You represent and warrant that (a) you possesses legal authority to enter into the Terms of this Program; (b) you understand and agree that time is of the essence in connection with this Program and all deadlines provided by us; (c) you are at least 18 years of age and have the right and authority to enter into this Program in your own name; and (d) your execution, delivery and performance of the Program Services will be in accordance with and not violate (1) any applicable law, regulation, rule, policy or guideline (including our Policies and Guidelines); and (2) any of your agreements with, or rights of, third parties.
Content and Attributes. You give us the irrevocable, sub-licenseable, worldwide right and permission to use any work product or other video, photo, written or verbal content you share or provide which is related to the Program Services (collectively, “Program Content”) in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on our Platform, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that Influencer provides may be paraphrased, amplified, shortened and/or put into conversational form. You further agree that we may contact (including by means of messages on public social media platforms) you about any Program Content. You acknowledge that participation in the Program Services means we can use your Program Content and include your name/likeness/social media handle or channel/blog name and any other of your attributes in any manner that we determine supports the purposes of this Program, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).
Indemnity. You agree to defend, indemnify and hold harmless SC and its parents, affiliates, subsidiaries, officers, directors, employees, business partners and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to lawyers’ fees) arising from: (i) your breach of any of your representations and/or warranties hereunder, (ii) the authorised use of the Program Content or exercise of the rights granted hereunder, (iii) your use of third party products or content in performing the Program Services; and (iv) your negligence or wilful misconduct.
Release. You (including your heirs, executors, assigns and administrators) agree to release, waive, discharge, absolve, hold harmless and covenant not to sue SC and SC’s agents, employees, officers, directors, successors and assigns (collectively, “Released Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever resulting from the use of the Program Content or which you, your heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Released Parties’ exercise of their express or implied rights hereunder, including but not limited to the right to use your name, voice or likeness, it being understood that the Released Parties shall be free to use your name, voice and likeness in any manner in connection with the Program Content or otherwise in support of the purposes of these Terms. You will not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of SC will not exceed the fees payable to you under this Program, if any. You will not be entitled to, and hereby waive any right to seek, injunctive relief to enforce the provisions of these Terms. Subject to these Terms, your sole remedy for any breach by SC will be to recover monetary damages, if any.
Survival. The rights and obligations contained in this section 6B will survive any termination or expiration of this Program.
C. Termination, Modification and Miscellaneous
Termination. Subject to these Terms, either party has the right to terminate your participation in the Program with immediate effect at any time, with or without reason, upon written notice.
Modification. We may modify any of the Terms of this Program at any time and at our sole discretion and without prior notice. These modifications may include, but not limited to changes in the scope of available commission, commission schedules, payment procedures and Program rules. Unless specified otherwise, any such modifications will take immediate effect upon notice or posting to our Site.
Independent Contractor. Your relationship with us is that of an independent contractor and you agree that as an independent contractor, it will not be considered an employee of ours for any purpose, including tax obligations.
7 | ADDITIONAL TERMS
The following policies (which include rules, standards, guidelines and schedules) and all other policies (including those referenced therein) applicable to your use of the Platform form a part of, and are otherwise incorporated by reference into this Agreement and provide additional Terms related to specific Services offered on the Site (“Policies”):
+ Cancellation Policy
+ Refund & Exchange Policy
+ Item Quality Standards
+ Prohibited Items Policy
+ Item Image Standards
+ Rules of Good Conduct
+ Ratings & Reviews Policy
+ Complaints & Claims Policy
+ Copyright Policy
+ Credits Policy
+ Fees & Charges Schedule
Each of these Policies may be changed from time to time. Changes take effect when we post them on the Site. We strongly recommend you read these ‘Policies’ and all linked information herein together with these Terms.
In addition, certain areas of the Site (and your access to or use of certain aspects of the Services or Collective Content) may have different Terms or Policies posted or may require you to agree with and accept such Terms and are hereby incorporated into, and form a part of, this Agreement. Your continued use of the Site after such changes have been posted constitutes your acceptance of the changes and your agreement to be bound by the revised and / or additional terms and conditions. If there is conflict between these Terms and those Terms posted for a specific area of the Platform or Collective Content, the latter Terms will take precedence with respect to your access to, and use of, that area of the Platform or Collective Content.
8 | INTELLECTUAL PROPERTY
Ownership. The Platform and Collective Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Hong Kong and other countries. You acknowledge and agree that the Platform and SC Content, including all associated intellectual property rights, are the exclusive property of SC and/or its licensors or authorising third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Collective Content. All trademarks, service marks, logos, trade names, and any other source identifiers of SC used on or in connection with the Platform and SC Content are trademarks or registered trademarks of SC in Operating Regions. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the Platform and accessible to you, solely for your personal and non-commercial use.
User Content. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Platform, you grant to us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license (in whole or part) to such User Content to access, use, reproduce, store, perform, modify, prepare derivative works of, distribute, display, index, exhibit, comment on, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content and your name, image, voice, likeness and/or other biographical information or material in connection with such User Content, in whole or in part, to provide and / or promote the Platform, in any platform or media formats and distribution methods now known or hereafter devised (including on the Platform, in email and other promotional campaigns and on third party sites promoting the Platform) in connection with the Platform, including but not limited to advertising, promoting, and marketing the Platform, all without further notice to you, with or without attribution, without limitation as to frequency, and without the requirement of any permission from or payment to you or to any other person or entity. Unless you provide specific consent, we do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content. You waive any right to inspect or approve any User Content or any use of User Content.
You are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: I) you are the sole and exclusive owner of all User Content that you make available on or through the Platform or you otherwise have all rights, licenses, consents and releases that are necessary to grant to us the rights in and to such User Content as contemplated under these Terms and II) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or our use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You waive all moral rights in all User Content which may be available to you in any part of the world and confirm that no such rights have been asserted.
Feedback. We welcome and encourage you to provide feedback, comments, ideas, documents, proposals and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us at firstname.lastname@example.org, or by other means of communication.
You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of SC and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback. You represent and warrant that the Feedback does not contain any confidential or proprietary information of any third party, and that we may use your Feedback without restriction or obligation to you or any third party.
Related rights. To the extent that you own or control (presently or in the future) any intellectual property rights that block or interfere with the rights assigned to us under this Agreement (“Related Rights”), you hereby grant or will cause to be granted to us an exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide licence (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable us to exercise all of the rights assigned to us by you under this Agreement.
9 | LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES
ACKNOWLEDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT (INCLUDING ANY CONTACT YOU HAVE WITH OTHER USERS WHETHER IN PERSON OR ONLINE) REMAINS WITH YOU. YOU WILL NOT HOLD US RESPONSIBLE FOR THE CONTENT (INCLUDING ANY USER CONTENT), ACTIONS OR INACTIONS, LISTINGS, ITEMS (INCLUDING THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS BY US OR ANYONE ELSE) OF OTHER USERS. YOU UNDERSTAND THAT OUR PLATFORM ALLOWS ANYONE TO LEND AND BORROW CERTAIN LUXURY GOODS. WE ARE NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN MERCHANTS AND CUSTOMERS OTHER THAN WITH RESPECT TO THE LIMITED AGENCY SERVICES WE PROVIDE TO USERS IN ACCORDANCE WITH THESE TERMS. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USER CONTENT OR LISTINGS, THE ABILITY OF MERCHANTS TO LEND OR SELL ITEMS, THE ABILITY OF CUSTOMERS TO PAY FOR THEIR RENTAL ORDER OR PURCHASE ORDER OR TO TAKE CARE OF RENTAL ITEMS WHILST ON LOAN TO THEM, OR THAT A MERCHANT OR CUSTOMER WILL ACTUALLY COMPLETE A TRANSACTION OR SAFELY RETURN AN RENTAL ITEM, IF AT ALL.
NO INDIRECT DAMAGES. NEITHER WE (INCLUSIVE OF OUR PARENT COMPANY, SUBSIDIARIES AND AFFILIATES, IF ANY) NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR COLLECTIVE CONTENT (INCLUDING OUR SUPPLIERS OR LICENSORS OR OUR EMPLOYEES OR REPRESENTATIVES) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, LOSS OF REPUTATION, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND / OR THE PLATFORM, FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, ANY OTHER LEGAL THEORY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
LIMITED DIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (OTHER THAN OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE MERCHANTS PURSUANT TO SECTION 5C (PAYMENT SERVICES AND TERMS) OF THESE TERMS) WILL OUR (INCLUSIVE OF OUR PARENT COMPANY, SUBSIDIARIES AND AFFILIATES, IF ANY) AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND / OR THE PLATFORM, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES YOU HAVE PAID OR OWE TO US AS A CUSTOMER IN RESPECT OF THE ORDER GIVING RISE TO THE LIABILITY, OR IF YOU ARE A MERCHANT, THE SERVICE FEE IN RESPECT OF THE ORDER GIVING RISE TO THE LIABILITY, OR, IF NO SUCH PAYMENTS HAVE BEEN MADE, $200, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
DISCLAIMER OF WARRANTIES. WE MAKE NO WARRANTY REGARDING THE QUALITY OF THE PLATFORM OR COLLECTIVE CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY LISTING, ITEM OR USER AND YOUR ACCRUAL OF ANY CREDITS) OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE PLATFORM OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY SET OUT IN THESE TERMS.
THE PLATFORM AND COLLECTIVE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM OR COLLECTIVE CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY LISTING OR ITEM) WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10 | MISCELLANEOUS
Payment refund. In the case of any refund of payment from us to you, funds authorised or charged are released or refunded to you in full or in part (as the case may be) by us and the time for processing such release or refund will then subject to the rules of the financial institution of the payment method used. Amounts originally paid by bank transfer (or any other method such as Paypal) will be refunded to the original account. All refunds will be issued in the same currency as the original purchase. Any differences in the amount refunded are due to exchange rate fluctuations and will not be reimbursed.
Taxes. You understand and agree that you are solely responsible for paying all applicable taxes and determining all applicable tax reporting requirements and obligations relating to your use of the Platform. You are also solely responsible for remitting to the relevant authority any taxes included or received by you. We cannot and do not offer tax-related advice to any Users.
Currency and rounding. We may, in our sole discretion, round amounts that are payable from or to Users up or down to the nearest whole functional base unit in which the currency is denominated. If your credit / debit card is not denominated in the relevant currency displayed at the time of checkout, the final price charged in your currency will be calculated by your issuing bank in accordance with the applicable exchange rate on the day your card issuer processes the transaction. Unless otherwise stated, all amounts herein are quoted in Hong Kong Dollars.
Temporary pricing and offers. We may choose to offer temporary promotional pricing or limited time offers for our Services from time to time, and such changes are effective when we post the such promotional pricing or limited time offer on the Platform. By taking part in any of our promotions or limited time offers, you agree to be bound by any additional Terms stipulated therein and our decisions in relation to and in connection to such promotion or offer. All decisions in connection with any such promotion or offer is final and binding in all respects and not subject to legal recourse.
Donations. Some Merchants may pledge to donate a portion of the funds they receive via the Platform to a particular cause or charity. We do not take any responsibility or liability for whether such Merchants do in fact make such donation. Merchants are responsible for their compliance with all laws and regulations applicable to such pledges and/or fund-raising.
Job postings. We may list open employment positions on or through the Platform. These postings are for informational purposes only and are subject to change without notice. You should not construe any information on or made available through the Platform as an offer for employment or promotion or solicitation for employment not authorised by applicable laws and regulations.
Collection procedures. You are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. We reserve the right to charge your Payment Method and/or set-off any amounts due and owing by you to us against any amounts owed by us to you. If your Payment Method fails or your account is past due, we may collect fees owed using any collection mechanism we see fit to pursue such amounts you fail to pay us in accordance with these Terms and may at any time and at our sole discretion, limit, suspend, or terminate your access to our Platform. You agree to pay our costs of collection, including without limitation reasonable lawyers’ fees. In addition, we are not responsible for any fees that any third-party payment service provider may impose when we charge your Payment Method, and we disclaim all liability in this regard.
Indemnification. By using the Platform, you agree to indemnify, hold harmless and, at our option, defend us (and our parent company, subsidiaries, officers, directors, agents, affiliates, joint venturers and employees) from any claims, damages, losses, liabilities, and all costs and expenses of defence, including but not limited to, any lawyer and accounting fees, arising out of or in any way connected with I) your breach of these Terms, II) your improper use of the Platform, III) your interaction with any User or other user via the Platform, IV) your breach of any laws, regulations or third party rights or V) any other claim by a third party that is based on your use of the Platform in violation of these Terms.
Links to Third-Party Services. The Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. We are not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by us of such Third-Party Services.
Other charges. To the extent you access the Services and Site through a mobile or wireless device, your carrier’s standard charges, data rates and other fees may apply. Other additional charges related to your activity on or via the Platform may apply.
Entire agreement. These Terms are the entire Agreement between you and us relating to the subject matter herein and shall not be modified except by us in accordance with these Terms, or as otherwise agreed in writing by you and us. No employee, agent or other representative of ours has any authority to bind us with respect to any statement, representation, warranty or other expression not specifically set forth in these Terms.
Severability. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
Release. If you have a dispute with one or more Users or other users, you release us (and our parent company, subsidiaries, officers, directors, agents, affiliates, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
No waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of ours. We do not guarantee we will take action against all breaches of these Terms. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section. In the event of any inconsistency between the English language version of these Terms and version(s) in Chinese language(s), the English language version will prevail. We reserve the final right to interpret these Terms.
Modification. We may modify these Terms or modify, suspend, or discontinue the Services, operation of the Site or any part thereof at any time for any reason.
Notices. Except as explicitly stated otherwise, any legal notices or other communications permitted or required hereunder, must be given in writing I) by you to us by registered mail to our mailing address at 68 Circular Road, #02-01, Singapore 049422 (Attn: Solutions Carousel Pte. Ltd.) and will be deemed given three (3) days after the date of mailing unless otherwise required by law or II) in your case, to you by us a) via a Communication and the date of receipt will be deemed the date on which such notice is transmitted or b) by posting to the Site.
Assignment. You may not assign or transfer these Terms or any of your rights or obligations under these Terms. We may assign these Terms at any time without notice to you.
Third party beneficiary. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
Force Majeure. We will not be liable for, or be considered to be in breach of these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond our reasonable control.
Termination. You may deactivate your SC Account and discontinue your use of the Services at any time. In order to deactivate your SC Account, please contact us. You understand that your User Content may continue to exist and be used on or through the Platform even after such deactivation. Any violation of these Terms may result in suspension or termination of your access to the Services and / or removal of your User Content. We may also terminate your SC Account if we determine that your conduct poses a risk or liability to us, or for any other reason as determined by us in our sole discretion. If you or we terminate this Agreement, the Terms will terminate, including your license to use the Services and Platform, except that the following sections will survive any termination of this Agreement and will remain in effect: 1B (Content), 4D (Rental Order Late Returns, Non-Returns and Damage), 7 (Intellectual Property), 8 (Limitation of Liability; Disclaimer of Warranties), 9 (Miscellaneous) subsections (Indemnification), (Release) and (Governing Law) and all other sections of these Terms that reasonably should survive termination of this Agreement.
Governing law. In the event of a dispute between you and us concerning the interpretation, performance or termination of this document, we strongly encourage you to contact us in the first instance to attempt to resolve the disagreement amicably. We hereby notify you that there are alternative dispute settlement options such as mediation or arbitration. This Agreement will be governed in all respects by the laws of Hong Kong. You agree that any claim or dispute you may have against us must be resolved by a court located in Hong Kong, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Hong Kong for the purpose of litigating all such claims or disputes.