TERMS AND CONDITIONS
1 WELCOME AND INTRODUCTION
1.1 MyWardrobeHQ Ltd (“MyWardrobehq”, MWHQ,” “we,” “us,” or “our”) welcomes you. We’re pleased that you have accessed our website located at www.mywardrobehq.com (the “MWHQ Website”) and our online platform (the “MWHQ Platform”), which is accessible through the MWHQ Website.
1.3 IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN PLEASE DO NOT USE THE MWHQ WEBSITE AND/OR THE MWHQ PLATFORM.
1.4 We reserve the right to review and amend any of these Terms and Conditions from time to time with or without notice to you.
1.5 Capitalised terms shall have the meanings ascribed to them below or elsewhere in these Term and Conditions.
means any person buying Inventory Items over the MWHQ Platform;
means Renters and Buyers;
means fashion items or items of clothing listed or otherwise made available for sale or rent over the MWHQ Platform.
means any person signing up as a registered account holder on the MWHQ Platform;
means any person renting Inventory Items over the MWHQ Platform;
means any Registrant listing, or otherwise making available any Inventory Items for sale or rent over the MWHQ Platform; and
means any person accessing or making of the MWHQ Website.
2 THE MWHQ PLATFORM
Description and Use
2.1 The MWHQ Platform provides Vendors and Customers with a variety of resources to facilitate the buying, selling, lending and renting of Inventory Items.
2.2 Approved Vendors can upload information about designer Inventory Items available for sale or rent and Customers can search for designer Inventory Items they wish to buy or rent. Once a Customer has identified an Inventory Item he or she wishes to buy or rent, the Customer can buy or rent that Inventory Item through the MWHQ Platform.
2.3 Access to the MWHQ Platform is offered to those who register on the MWHQ Website (“Registrants”). Following registration, all Registrants will have a unique login ID and password which can be used to access the MWHQ Platform.
2.4 We provide Visitors and Registrants with access to the MWHQ Website and the MWHQ Platform as described below.
2.4.1 Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the MWHQ Website. No login ID is required for Visitors. Visitors can:
(i) view all publicly available content on the MWHQ Website; and
(ii) e-mail us via the MWHQ Platform.
2.4.2 Registrants. Login details are required for all Registrants to access the MWHQ Platform. Registrants can do all things that Visitors can do and are also be able to:
(i) search, as a Customer, the available Inventory Items;
(ii) message us about Inventory Items; and
(iii) and submit requests to buy or rent Inventory Items.
2.5 MyWardrobeHQ is under no obligation to accept any individual as a Registrant and may accept or reject any registration in its sole and complete discretion. In addition, MyWardrobeHQ reserves the right to deactivate any account at any time, including, without limitation, if it determines that a Registrant has violated these Terms and Conditions.
Right to Use the MWHQ Platform
2.6 Subject to these Terms and Conditions, MyWardrobeHQ grants you during the term of these Terms and Conditions a non-transferable, non-exclusive right, without the right to sublicense, to access and use the MWHQ Platform for your personal use. You will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the MWHQ Platform; or (ii) introduce into the MWHQ Platform any virus, worm, “back door,” Trojan Horse, or similar harmful code. If you violate this section, MyWardrobeHQ reserves the right in its sole discretion to immediately deny you access to the MWHQ Platform, or any portion of thereof, without notice. MyWardrobeHQ reserves the right to change the availability of any feature, function, or content relating to the MWHQ Platform, at any time, without notice or liability to you.
MWHQ Platform Rules
2.7 The MWHQ Platform functions best when its Visitors and Registrants act in good faith and follow a few simple rules. By visiting the MWHQ Website, and/or accessing and/or using the MWHQ Platform, you hereby agree to comply with the following rules:
2.7.1 You will comply with all applicable laws in your use of the MWHQ Website and/or the MWHQ Platform and will not use the MWHQ Website and/or the MWHQ Platform for any unlawful purpose;
2.7.2 You will not access or use the MWHQ Website and/or the MWHQ Platform to collect any market research for a competing business;
2.7.3 You will not upload, post, e-mail, transmit, or otherwise make available any content that:
(i) infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
(ii) is threatening, tortious, defamatory, libellous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
(iii) discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
2.7.4 You will not “stalk” or otherwise, in any way, harass any other person or group of people;
2.7.5 You will not use any robot, spider, scraper, or other automated means to access the MWHQ Website and/or the MWHQ Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the MWHQ Website and/or the MWHQ Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials;
2.7.6 You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
2.7.7 You will not interfere with or attempt to interrupt the proper operation of the MWHQ Website and/or the MWHQ Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords through hacking, password or data mining, or any other means.
2.8 We reserve the right, in our sole and absolute discretion, to deny any person access to the MWHQ Website and/or the MWHQ Platform, or any portion of the MWHQ Website and/or the MWHQ Platform, without notice, and to remove any content that does not adhere to these guidelines. We also reserve the right, in our sole and absolute discretion, to change or remove information from your profile that does not adhere to these guidelines or is otherwise deemed to be offensive in our sole discretion.
2.9 Children under the age of 13 may not use the MWHQ Platform and parents or legal guardians may not agree to these Terms and Conditions on their behalf. Children under 18 years of age but at least 13 years of age may be Visitors and may access the MWHQ Website and MWHQ Platform under the supervision of parents or legal guardians who agree to be bound by these Terms and Conditions on their behalf, but such children may not rent or purchase any Inventory Items. If you are a parent or legal guardian agreeing to these Terms and Conditions for the benefit of a child between the ages of 13 and 18, you are fully responsible for his or her use of the MWHQ Platform and the rental or purchase of any Inventory Items, including all legal liability he or she may incur.
2.10 The MWHQ Website and the MWHQ Platform contain materials, such as software, text, graphics, images (including any images/photographs that we take of your closet), sound recordings, audio-visual works, and other materials provided by or on behalf of MyWardrobeHQ (collectively referred to as the “MWHQ Content”). The MWHQ Content may be owned by us or by third parties. The MWHQ Content is protected under both United Kingdom and foreign laws. Unauthorised use of the MWHQ Content may violate copyright, trademark, and other laws. You have no rights in, or to, the MWHQ Content, and you will not use the MWHQ Content except as permitted under these Terms and Conditions. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original MWHQ Content on any copy you make of the MWHQ Content. You may not sell, transfer, assign, license, sublicense or modify the MWHQ Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the MWHQ Content in any way for any public or commercial purpose. The use or posting of the MWHQ Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
2.11 If you violate any part of these Terms and Conditions, your permission to access and/or use the MWHQ Content and the MWHQ Websiteand the MWHQ Platform automatically terminates, and you must immediately destroy any copies you have made of the MWHQ Content.
2.12 The trademarks, service marks, and logos of MyWardrobeHQ (“MyWardrobeHQ Trademarks”) used and displayed on the MWHQ Website and MWHQ Platform are registered and unregistered trademarks or service marks of MyWardrobeHQ. Other company, product and service names located on the MWHQ Website and the MWHQ Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the MyWardrobeHQ Trademarks, the “Trademarks”). Nothing on the MWHQ Website and the MWHQ Platform should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the MyWardrobeHQ Trademarks inures to our benefit.
2.13 Elements of the MWHQ Website and the Platform are protected by trademark, unfair competition and other laws of England and Wales (and elsewhere) and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the MWHQ Content may be retransmitted without our express, written consent for each and every instance.
2.14 If you believe that your content has been copied on the MWHQ Website and/or the MWHQ Platform in a way that constitutes copyright infringement, please provide us with notice, including (i) a description of the copyrighted work that has been infringed and the specific location on the MWHQ Website and/or the MWHQ Platform where such work is located; (ii) a description of the location of the original or an authorised copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorised to act on behalf of the owner of the copyright interest.
2.15 distributed in violation of any such laws.
2.16 The MWHQ Website and the MWHQ Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
Compliance with Applicable Laws
2.17 The MWHQ Website and the MWHQ Platform are based in the United Kingdom. We make no claims concerning whether the MWHQ Content may be downloaded, viewed, or be appropriate for use outside of the United Kingdom. If you access the MWHQ Website, the MWHQ Platform or the MWHQ Content from outside of the United Kingdom, you do so at your own risk. Whether inside or outside of the United Kingdom, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Copying and Reproducing MWHQ Website
2.18 You are permitted to use the MWHQ Website for your own purposes and to print and download material from this MWHQ Website provided that you do not modify any content without our consent. Material on this website must not be republished online or offline without our permission.
2.19 The copyright and other intellectual property rights in all material on this MWHQ Website are owned by us or our licensors and must not be reproduced without our prior consent.
2.20 Subject to paragraph 2.18, no part of the MWHQ Website may be reproduced without our prior written permission.
MWHQ Website Uptime
2.21 We take all reasonable steps to ensure that the MWHQ Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and other technical issues. We will not be liable if this website is unavailable at any time.
2.22 The MWHQ Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give Visitors and Registrants advance warning of maintenance issues but shall not be obliged to do so.
3 TERMS AND CONDITIONS APPLICABLE TO CUSTOMERS
3.1 Inventory may be rented or purchased for use by individuals under 18 years of age, but we rent and sell only to adults aged 18 or older, who may rent or purchase Inventory Items with a payment card or other approved payment method. By agreeing to these Terms and Conditions, you represent that you are 18 years or older and that you are authorised to use the chosen payment method (including, without limitation, credit cards) for the purpose of renting or purchasing the Inventory Items as described in these Terms and Conditions.
3.2 You acknowledge and agree that we may place limits on the rental or purchase of Inventory Items, including but not limited to restricting orders placed under a single customer account, payment card or billing or shipping address. We reserve the right to limit, cancel or prohibit any rentals or sales of Inventory Items for any reason in our sole discretion, including but not limited to availability and geographic concerns.
3.3 All deliveries will be through MWHQ’s shipping partners, which may change from time to time at our discretion. We will, through the MWHQ Platform, through our shipping partners or otherwise, provide you with information about estimated delivery and arrival times of Inventory Items.
Making Payments through ShieldPay
3.4 Payments made on the MWHQ Platform may be made through our escrow and payments provider, Shieldpay.
3.6 In order to register for a Shieldpay account, you will need to provide at least the following information:
· first and last name;
· date of birth; and
You will not be required to provide bank account or payment card information unless and until you place an order to rent or purchase one or more Inventory Items.
3.7 You are responsible for paying all the applicable taxes in the region. We and our payment processor cannot be held liable for any tax liabilities you incur as part of any transaction.
3.8 Tokenised Cards: Shieldpay will encrypt and tokenise your payment card information that you supply and you agree to allow Shieldpay to process future payments using the selected card. It is your responsibility to ensure there are sufficient funds available.
3.9 Escrow Services: Shieldpay provide escrow payment services to enable funds to be held for the purposes of any deposit or remaining balance due for the purchase or rental of items.
3.10 Checks: Shieldpay reserves the right to carry out checks for the purposes of confirming your identity and the prevention of financial crime. You will be prompted to provide the above information in the payment section when you first try to make a payment or when you sign up to Shieldpay to use their services. You are not obliged to provide this information, but if you do not you will not be able to make payments through the MWHQ Platform and Shieldpay.
Making Payments via STRIPE
3.11 Customers will also be entitled to make payments for Inventory Items via STRIPE. For users of STRIPE, the STRIPE Connected Account Agreement, which includes the STRIPE Terms of Service (available here https://stripe.com/gb/legal) (together the “STRIPE Services Agreement”) is applicable to you and by accepting these Terms and Conditions you are agreeing to be bound by the STRIPE Services Agreement as well. By agreeing to make a payment via STRIPE, you represent and warrant to us that any details and information you provide to us are neither fraudulent nor inaccurate and you authorise us to share such details and information with STRIPE.
Making Payments via PayPal
3.13 If you do not pay the amounts you owe to us when due, then we may need to institute collection procedures. You agree to pay our costs of collection, including without limitation reasonable legal fees.
3.14 Orders for rentals and purchases may be made over the phone to one of our customer service representatives. For such orders, you will need to confirm your consent to the customer service representative accessing your account and your customer information, which may include your personal data. Once any such order has been placed, you may wish to consider changing your password via the MWHQ Website to preserve your account security.
The following additional conditions apply to Renters for the rental of any Inventory Item.
3.15 The rental fee (“Rental Fee”) for a rented Inventory Item will be the total of the rental charges and the delivery charges listed on the MWHQ Website for your rental of the Inventory Item. When you place your rental order for an Inventory Item, you hereby authorise us (or our payment services provider) to charge your payment card for the Rental Fee. We will charge your payment card the amount of the Rental Fee immediately upon your rental order. A reservation of an Inventory Item on the MWHQ Website is an order for the rental of that Inventory Item, regardless of how far in advance that Inventory Item is reserved.
3.16 In addition, you hereby authorise us (or our payment services provider) to, charge your payment card for an amount equal to 100% of the then current market replacement value of the Inventory Item (when new) set forth on the MWHQ Website or MWHQ App or otherwise determined by MWHQ in its sole discretion (the “Replacement Value”) You should not place a rental order for an Inventory Item unless you have sufficient funds in the account to which the payment card relates to cover the Replacement Value/deposit as well as the Rental Fee. If you are paying via Shieldpay, we will (and you hereby authorise us to) charge your payment card for the Replacement Value of the Inventory Item at the time of your rental order. We reserve the right (and you hereby authorise us to) charge your payment card for any amount up to the Replacement Value of the Inventory Item at any time where such amount is due and payable under these Terms and Conditions.
3.17 You may only cancel your rental order if you submit a cancellation request within an hour of the time at which you placed your rental order by email to firstname.lastname@example.org. Your email must be clearly headed with the words “CANCELLATION OF RENTAL ORDER” in the subject line.
3.18 If you cancel within this time period, you will receive a full refund for the Rental Fee associated with the cancelled order. After this time period, you may no longer cancel your order and you will be charged the full amount of the Rental Fee and any other charges payable under these Terms and Conditions.
Delivery and Shipping Addresses
3.19 We will despatch your rented Inventory Items to your Secure Shipping Address (defined below) for next day delivery, if your order is received by 12pm on a business day in the United Kingdom. Orders placed after 12pm on a business day in the United Kingdom, or on a weekend or public holiday, will be processed on the following business day in the United Kingdom and will be despatched for delivery once processed. The date on which we expect to deliver a rented Inventory Item to your Secure Shipping Address will be set out in the online invoice for your rental order (the “Expected Delivery Date”).
3.20 Upon delivery, you bear responsibility for the Inventory Item.
3.21 You acknowledge that a Secure Shipping Address is highly recommended. A “Secure Shipping Address” means a location where an individual can physically receive Inventory Item(s). If an un-secure shipping address is provided, MWHQ does not bear liability for Inventory Items left unattended. Furthermore, you acknowledge that providing anything other than a Secure Shipping Address may result in delivery delays and additional delivery fees for which MWHQ will not be liable. You will be liable for all such delays and additional delivery fees. We will not deliver Inventory Items (or any correspondence) to PO Box addresses in the United Kingdom.
Use of the Inventory Items
3.22 The Inventory Items we send to you will be cleaned and delivered ready to wear. While we will clean and inspect each Inventory Item we send to you, use of the Inventory Item is at your own risk and MWHQ shall not be held liable for any health-related complaints associated with any Inventory Items.
3.23 You agree to treat the Inventory Item with great care and to return it to MWHQ in the same condition as it was in when you received it. You are responsible for loss, destruction or damage to the Inventory Item due to theft, mysterious disappearance, fire, major stains or any other cause, other than normal wear and tear. Normal wear and tear encompasses minor stains, rips, missing beads, stuck zippers or other minor damage. If you return an Inventory Item that is damaged beyond normal wear and tear, then you agree that we shall charge you, and you shall pay, for the price for repairing or replacing the Inventory Item, as determined in our discretion, up to the Replacement Value for the Inventory Item (on top of any applicable Rental Fees).
3.24 Renters shall not allow any other individual to wear or use rented Inventory Items in any way. In the event any damage is done to the Inventory Items or the Inventory Items are lost during the time of their rental by a Renter rents the Inventory Items, the Renter is responsible for paying the applicable damages which may include the full Replacement Value of the damaged or lost Inventory Items (on top of any applicable Rental Fees).
Return of Inventory Items
3.25 When you rent an Inventory Item, your rental period will commence on your Expected Delivery Date and will last for the period you have agreed with MWHQ at the time of rental. The last day of this period is referred to as the “Return By Date”. It is your responsibility to ensure your rented Inventory Items are returned to us by the Return By Date. The Return By Date for each rented Inventory Item will be set out in the online invoice for the rental order.
3.26 With delivery of the Inventory Item, MWHQ will provide you with a pre-paid, pre-addressed return label as well as instructions for your use in returning the Inventory Item to MWHQ (“Return Packaging”). If we have provided you with an MWHQ carrying case, this is not yours to keep. If the MWHQ carrying case is not returned you will be charged a £10 fee (details below under “Lost Return Packaging”).
3.27 THE RETURN PACKAGING IS PRE-PAID FOR A TWO-DAY DELIVERY SERVICE. Please bear this in mind when returning Inventory Items to us in the Return Packaging.
3.28 We are not responsible for any personal or other items left in the Inventory Items or which are returned to MWHQ in the Return Packaging. If you believe you have accidentally or otherwise sent us any such items, please contact us as soon as possible at info@mywardrobeHQ.com. Our staff may assist in attempting to locate such items at a customer’s request but are not obligated to and assume no liability for doing so.
3.29 You may extend your order for an Inventory Item by phone to MWHQ; provided that any extensions are subject to other orders for that Inventory Item and to pre-payment of the additional Rental Fee applicable to that Inventory Item for the period of time of the extension.
3.30 If you return an Inventory Item late or not at all, a late fee of £50.00 will be charged to the payment card you used to pay the Rental Fee or to any other payment card included in your account information that you have provided to MWHQ for every day that you are late returning the Inventory Item, and you agree to pay such late fees, up to an amount not to exceed 100% of the Replacement Value (plus any applicable Rental Fees). The daily late fee is payable for each order of Inventory Items of which one or more items is not returned when due, not for each Inventory Item. If you have not returned an Inventory Item within seven (7) days after the Return By Date for the Inventory Item, your late return will be considered a non-return and MWHQ will charge to your payment card the Replacement Value of the Inventory Item, less any late fees that you have already paid (but in addition to any Rental Fees).
3.31 MWHQ will not charge you for more than an amount equal to 100% of the Replacement Value plus the Rental Fee, in the aggregate, for any charges arising under this Section. If you pay MWHQ an amount equal to 100% of the Replacement Value, plus any applicable Rental Fees, and you still possess the Inventory Item, the Inventory Item is yours to keep, though on an “AS IS” basis without warranty of any kind. For the avoidance of doubt, the limitations of this clause shall not apply to the Rental Fee, which is charged separately from, and in addition to, any other charges payable by you pursuant to this Section.
Lost Return Packaging
3.32 If you lose the Return Packaging, you will be responsible for returning the rented Inventory Item at your own expense by the Return Due Date and providing MWHQ with a tracking number. Also, if you lose or fail to return the MWHQ carrying case you will be charged £10. If you still possess the MWHQ carrying case, it is yours to keep, though on an “AS IS” basis without warranty of any kind. For the avoidance of doubt, the limitations of this clause shall not apply to the Rental Fee, which is charged separately from, and in addition to, any other charges payable by you pursuant to this Section.
3.33 The following are the limited warranties MWHQ provides in connection with Inventory Item rentals. MWHQ’s liability to you for failure to comply with any of these warranties is limited to timely delivery of an Inventory Item conforming to the warranties or a refund of the Rental Fee (excluding delivery charges) as determined by MWHQ.
3.33.1 Clean and Ready to Wear. The Inventory Items will be cleaned and delivered ready to wear. While MWHQ cleans and inspects each Inventory Item with the utmost care, any use of the Inventory Item is at your own risk and MWHQ shall not be held liable for any health-related complaints associated with any Inventory Item.
3.33.2 Sizing Returns. If your Inventory Item does not fit you, then you may return the Inventory Item to MWHQ within 24 hours (excluding Sundays and public holidays) of the date you received the Inventory Item by contacting us at info@mywardrobeHQ.com or phone and returning the Inventory Item in accordance with the return procedures above (a “Sizing Return”). MWHQ will then offer you a full refund for the Rental Fee (less delivery charges) of the Inventory Item, so long as the Inventory Item, in our sole discretion, has not been worn.
The following additional conditions apply to the sale of any Inventory Item.
Sales of Inventory Items on “As Is” basis.
3.34 You acknowledge and agree that only those Inventory Items designated by us on the Website MWHQ as available for purchase are eligible for purchase by you – some Inventory Items are available for rental only. MWHQ will clean and inspect purchased Inventory Items before they are delivered to you. However, all Inventory Items are sold on an “as is” basis, without any warranty whatsoever, and all Inventory Item sales are final, save as set out under “Returns” below.
3.35 The purchase price (“Purchase Price”) for the Inventory Items will be the purchase fee and delivery charges listed on the Website MWHQ in connection with your purchase of the Inventory Items. The Purchase Price is as listed on the MWHQ Website at the time of purchase. MWHQ reserves the right to alter the Purchase Price, discount, or availability of any particular Inventory Item at its discretion and without notice. Upon your purchase order for an Inventory Item, you hereby authorise MWHQ (or our payment services provider) to charge your payment card for the Purchase Price. We (or our payment services provider) will charge your payment card the amount of the Purchase Price immediately upon your purchase order.
3.36 If you have made a purchase order and decide to return the Inventory Item you have purchased, you must notify MWHQ of such decision within a period of 14 days from the date of your receipt of the relevant Inventory Items. You must then return the relevant Inventory Items, at your expense, to MWHQ. Address details for returns will be provided with your order. On receipt of the relevant Inventory Items, MWHQ will then issue you a full refund of the Purchase Price (less delivery charges) of the Inventory Item, so long as the Inventory Item, in our sole discretion, has not been worn.
3.37 Returns will not be accepted, and refunds will not be issued, if MWHQ determines, in its sole discretion, that the relevant Inventory Items have been worn, are damaged or otherwise in a worse condition than they were in when despatched by MWHQ.
3.38 Returns will not be accepted of intimate Inventory Items (such as underwear and bathing/swimming-related items) or where MWHQ determines that a return would be inappropriate on grounds of health, safety or hygiene (such as earrings for pierced ears).
4 TERMS AND CONDITIONS APPLICABLE TO VENDORS
COLLECTION OF PRESENTED ITEMS
4.1 Arrangements for the collection of any order or consignment of Presented Items (a “Consignment”) from the Vendor and for its for transportation to one or more of MWHQ’s warehouses and/or other locations, will be agreed between the Vendor and MWHQ at the time of each Consignment. Where collections are arranged by MWHQ, they will be carried out by an appointed and authorised service provider of MWHQ.
4.2 The Vendor shall notify MWHQ in writing of any Presented Items within any Consignment which the Vendor intends to be made available for rental only (and not purchase) and, for any such Presented Item, an indication of what the Vendor believes to be an appropriate Replacement Value.
ACCEPTANCE OF PRESENTED ITEMS
4.3 Upon receipt of the Consignment, MWHQ will evaluate the Presented Items to determine their authenticity, quality and potential sale or rental value in line with MWHQ’s inventory policy.
4.4 Within approximately 30 business days after MWHQ’s receipt of any Consignment, MWHQ shall provide to the Vendor, via email or otherwise, an itemised schedule (the “Consignment Inventory Schedule”) setting forth:
4.4.1 details of the Presented Items in the Consignment that are accepted by MWHQ for listing on the MWHQ Platform (“Accepted Items”), including a short description of each Accepted Item, whether the Accepted Item is to be made available for rental and purchase or rental only and the suggested initial rental (and, where appropriate, selling) price and Replacement Value of each such Accepted Item; and
4.4.2 those Presented Items in the Consignment that are not accepted by MWHQ for listing on the MWHQ Platform (“Non-Accepted Items”).
4.5 The determination of each of (i) whether a Presented Item becomes an Accepted Item or a Non-Accepted Item and (ii) the proposed rental and sale price for any Accepted Item will be in the sole discretion of MWHQ. However, ultimately the final decision on the setting and/or acceptance of the rental and sale price for any Accepted Item will be at the sole discretion of the Vendor. The Replacement Value of each Accepted Item will be in sole discretion of MWHQ, other than in respect of Inventory Items made available for rental only and not for sale, for which the Replacement Value will be agreed between MWHQ and the Vendor.
4.6 Any Non-Accepted Items will be transferred to MWHQ ownership (and disposed of or donated to charity) or returned to the Vendor, at the Vendor’s option and expense, within thirty (30) days after MWHQ’s receipt of such Non-Accepted Item. MWHQ’s designation of any items as Non-Accepted Items shall in no way alter the effect of these Terms and Conditions as to any other Presented Item, if any.
4.7 Notwithstanding the provisions of the paragraph above, if a Presented Item has been collected from the Vendor by an MWHQ stylist and assessed in person at the point of collection and is subsequently determined to be a Non-Accepted Item, the relevant Non-Accepted Item shall be returned to the Vendor via delivery at the expense of MWHQ.
4.8 Under no circumstances shall the Vendor be eligible for any Sales Commission or Rental Commission (each as defined below) in respect of any Non-Accepted Item.
4.9 In the event that a Non-Accepted Item is not physically retrieved by the Vendor from MWHQ for a period of ninety (90) days or MWHQ requests return shipping information from the Vendor without adequate response for a period of ninety (90) days after initial request, all applicable Non-Accepted Items shall be deemed abandoned to MWHQ and the Vendor shall have no further right or claim as to any such Non-Accepted Items or any proceeds thereof.
FAKE, COUNTERFEIT AND STOLEN PRESENTED ITEMS.
4.10 MWHQ is obliged by law to retain and destroy Inventory Items presented to it that are fake or counterfeit. An item is a “fake” if it carries the branding of a designer who did not design it and/or a manufacturer who did not make it. An item is “counterfeit” if it is fake with intention to deceive. If we receive any items that we determine, in our sole discretion, to be fake or counterfeit, we will retain and destroy them and report the provider of the items to the Trading Standards Office.
4.11 If we receive any Inventory Items that we determine, in our sole discretion, to be stolen, we will retain the items and notify the Police.
4.12 The Vendor hereby represents and warrants that that he/she has no reason to believe that any Presented Item is fake, counterfeit, or stolen.
4.13 If any Presented Item from the Vendor is found to be fake, counterfeit or stolen and MWHQ is found liable for the sale of the fake, counterfeit or stolen Presented Item, or if MWHQ incurs any liability from such an item, the Vendor acknowledges that the indemnification provisions set forth under “Vendor’s Representations and Warranties and Indemnification” shall apply. The Vendor’s personal information may be requested by law enforcement personnel, rights owners or their representatives looking to trace the origin of the stolen or counterfeit items. The Vendor acknowledges and agrees that it is MWHQ’s policy that MWHQ may provide such information in its sole and absolute discretion.
LISTING ON THE MWHQ PLATFORM
4.14 Following acceptance of an Accepted Item, MWHQ will photograph the Accepted Item and display it on the MWHQ Platform, stating whether the Accepted Item is available for rental and purchase or for rental only. The Vendor hereby grants to MWHQ the right to illustrate and photograph any Presented Item, and to use such photographs, illustrations or images therefrom for such purposes as MWHQ sees fit.
4.15 You acknowledge and agree that MWHQ shall have the right to make minor amendments and repairs to any Accepted Items, such as the replacement of buttons, repair or hooks and eye and hem repairs. These will be carried out by a trained professional and will be at the cost of the Vendor.
4.16 The listing of any Inventory Item on the MWHQ Platform shall be and shall at all times remain at the sole discretion of MWHQ. MWHQ shall in its sole discretion decide whether or not to list any Inventory Item and shall be entitled at any time and for any reason to withdraw any such listing including where, in the sole judgment of MWHQ, the relevant Inventory Item no longer satisfies MWHQ’s inventory policy.
4.17 Prices are set at the sole discretion of the Vendor. While MWHQ representatives are on hand to offer guidance as to a suggested rental and sale price, ultimately the final decision on the setting and/or acceptance of the rental and sale price for any Accepted Item will be the sole discretion of the Vendor.
4.18 The Vendor acknowledges that MWHQ will designate the product category for any marketing or sales efforts in MWHQ’s sole and absolute discretion.
4.19 The Vendor agrees that MWHQ shall have the right to make use of all Inventory Items (including images thereof) for the purposes of or in connection with internal and external communications and marketing, such as press releases, media events and publications and photo shoots and hereby consents to MWHQ doing so. For the avoidance of doubt, any and all intellectual property comprised in any such images, press releases and communications shall reside with MWHQ and the Vendor shall have no rights in relation thereto.
ACCESS TO OTHER CHANNELS
4.20 MWHQ may also grant the Vendor the opportunity to monetise Inventory Items via access to selected discount channels. This service will be offered via the MWHQ Platform. For the avoidance of doubt, this will be on an anonymous basis.
WITHDRAWAL OF LISTING
4.21 In circumstances where, at any time, MWHQ determines that an Accepted Item is unlikely to generate sufficient further interest for rental or sale on the MWHQ Platform or otherwise decides to withdraw the relevant Inventory Item from listing, MWHQ will notify the Vendor of such withdrawal (a “Withdrawal Notice”). On receipt of that notification, the Vendor shall have the option, by notice to MWHQ:
4.21.1 to have the relevant Inventory Item returned (at the Vendor’s expense); or
4.21.2 to grant ownership of the relevant Inventory Item to MWHQ, in which case MWHQ shall be free to dispose of the Inventory as it sees fit, including looking to monetise the Inventory Item by marking the price down and/or via discount channels’ or
4.21.3 to authorise and instruct MWHQ to dispose of the relevant Inventory Item or donate it to a charity chosen by MWHQ.
4.22 If the Vendor does not notify MWHQ of either of the options set out above within 15 business days of the Withdrawal Notice, MWHQ shall dispose of the relevant Inventory Item or donate it to a charity chosen by MWHQ.
INITIAL HOLDING PERIOD; RETURN OF PRESENTED ITEMS.
4.23 The Vendor may request the return of any Presented Item at any time, with return shipping fees to be at Vendor’s sole expense and all risk of loss in transit to be borne by Vendor; provided, however, that during the first 180 days from the date a Presented Item is received by MWHQ (the “Initial Holding Period”) any such request will also incur a fee of £30 (including standard rate shipping) per item returned (the “Early Termination Fee”), to cover MWHQ’s costs of transporting, storing, cataloguing and photographing the applicable Presented Item, other than for Non-Accepted Items.
4.24 MWHQ shall remove any listing of any returned Presented Item from the MWHQ Platform within a reasonable time period.
COMMISSIONS AND PAYMENT
4.25 Upon the successful sale of any Presented Item by MWHQ over the MWHQ Platform, the Vendor will receive from MWHQ a commission payment in an amount equal to 60% of the net selling price for the relevant Accepted Item, excluding delivery charges (the “Sales Commission”). The Consignment Inventory Schedule will set out, alongside the initial proposed selling price for each Accepted Item, the Sales Commission that would be payable if the Accepted Item were to be sold for that initial proposed selling price. If the selling price for the item subsequently changes, the applicable Sales Commission will be adjusted accordingly.
4.26 The payment of the Sales Commission to the bank account stipulated by the Vendor shall be Vendor’s sole compensation under these Terms and Conditions in relation to the sale of any Presented Item. The Sales Commission shall reflect all applicable promotions and/or other discounts applied directly to or associated with a sold Accepted Item.
4.27 Sales Commission payments will be made to the bank account stipulated by the Vendor on the 15th of every month for items sold in the previous calendar month. For example, payments processed on January 15th would cover the sales made in December. If the 15th falls on a weekend or a public holiday in the United Kingdom, payments will be processed the following business day.
4.28 Upon the successful rental of any Accepted Item by MWHQ, Vendor will receive from MWHQ a commission payment in an amount equal to 60% of the net rental fee for the relevant Accepted Item, excluding any cleaning/repair surcharge included in the rental fee and any delivery charges (the “Rental Commission”), The Consignment Inventory Schedule will set out, alongside the initial proposed rental price for each Accepted Item, the Rental Commission that would be payable if the Accepted Item were to be rented for that initial proposed rental price. If the rental price for the item subsequently changes, the applicable Rental Commission will be adjusted accordingly.
4.29 The payment of the Rental Commission to the bank account stipulated by the Vendor shall be Vendor’s sole compensation under these Terms and Conditions in relation to the rental of any Presented Item. The Rental Commission shall reflect all applicable promotions and/or other discounts applied directly to or associated with a rented Presented Item.
4.30 Rental Commission payments will be made to the bank account stipulated by the Vendor on the 15th of every month for items sold in the previous calendar month. For example, payments processed on January 15th would cover the sales made in December. If the 15th falls on a weekend or a public holiday in the United Kingdom, payments will be processed the following business day.
Risk of Loss
4.31 Except as set forth hereunder, all risk of loss or damage to a Presented Item will pass to MWHQ when a Presented Item is in MWHQ’s physical possession.
4.32 Once in MWHQ’s possession, MWHQ shall insure each Presented Item in such amounts and against such risks as to which such goods are customarily insured, including insurance for theft and damage.
4.33 Notwithstanding the foregoing, MWHQ’s liability hereunder shall be limited to the lesser of (i) either (A) the amount of Sales Commission that the Vendor would have received should the Presented Item have been sold under the terms set forth in the Consignment Inventory Schedule or (B) if the Vendor has not yet received a Consignment Inventory Schedule pursuant to the terms hereunder as to such Presented Item, the amount of Sales Commission that MWHQ reasonably believes the Vendor would have received in the event of a sale of such Presented Item; and (ii) the amount of insurance proceeds received by MWHQ for such Presented Item.
4.34 Absent definitive evidence to the contrary, determinations under this Section 4 shall be made in MWHQ’s sole and absolute discretion. Furthermore, MWHQ shall not be responsible for any loss or damage that is specifically excluded by MWHQ’s insurance policy.
Title to Inventory Items
4.35 Title to and ownership in each Presented Item will remain with the Vendor until such Presented Item is:
4.35.1 sold by MWHQ;
4.35.2 lost or stolen from MWHQ’s stock on hand;
4.35.3 damaged beyond reasonable repair or destroyed while in MWHQ’s possession;
4.35.4 transferred to MWHQ pursuant to paragraph 4.21.2;
4.35.5 deemed to be a Non-Accepted Item and the Vendor has not requested that it be returned to the Vendor; or
4.35.6 otherwise not physically present in MWHQ’s stock on hand.
Vendor’s Representations and Warranties; Indemnification
4.36 The Vendor represents and warrants that:
4.36.1 the Vendor is the sole legal owner of each Presented Item; and
4.36.2 the Vendor obtained each Presented Item in a legal manner with clear title. The Vendor warrants and represents that any description of any Presented Item provided by Vendor to MWHQ is true, and accurate and not misleading (including by omission) and no defects have been discovered in the item(s) that Vendor has not disclosed.
4.37 The Vendor further warrants that:
4.37.1 no Presented Item infringes upon or violates any trademark, copyright, or other proprietary right of any third party, any applicable law or regulation;
4.37.2 all Presented Items deposited with MWHQ are authentic; and
4.37.3 the Vendor has not made any misrepresentations with respect to the authenticity of any Presented Item.
4.38 In the event that any Presented Item or description tendered by the Vendor to MWHQ is deemed to be disingenuous by the trademark holder of the good, the Vendor shall assume all liability with respect to the disingenuous and infringing good(s). Furthermore, the Vendor hereby agrees to release, hold harmless, defend, and indemnify MWHQ and its officers, directors, shareholders, agents, and employees from any and all liability, including legal fees and costs, with respect to any claims that may arise out of MWHQ’s display, transport or sale of any Presented Item for any reason whatsoever, including but not limited to civil or criminal suits over authenticity, legality, ownership, infringement of copyright or trademark, or any other claim or litigation.
4.39 The Vendor further represents and warrants that no rights of any third parties or trademark holders will be violated by the Vendor’s agreement to these Terms and Conditions.
Use of MWHQ Website and MWHQ Platform
4.40 As a Vendor you agree to defend, indemnify, and hold harmless the MyWardrobeHQ Parties (as defined in Section 5 below) from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms and Conditions; (ii) your misuse of the MWHQ Website and/or the MWHQ Platform; and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.
4.41 You will not use the MWHQ Website and/or the MWHQ Platform to find a Customer and then complete the transaction offline in order to circumvent paying MyWardrobeHQ for the use of the MWHQ Platform.
4.42 Other than listing, selling and making available for rent Inventory Items in accordance with these Terms and Conditions, you will not use the MWHQ Platform to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme.
5 NO WARRANTIES/LIMITATION OF LIABILITY
NONE OF MYWARDROBEHQ, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “MYWARDROBEHQ PARTIES”) ENDORSE OR RECOMMEND ANY INVENTORY ITEMS, VENDORS OR CUSTOMERS.
NONE OF THE MYWARDROBEHQ PARTIES HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY GOOD(S) YOU RENT THROUGH THE PLATFORM OR ANY RESULTS CAUSED BY USING SUCH GOOD(S), INCLUDING WITHOUT LIMITATION, ANY DEATH, OR BODILY INJURY YOU MAY SUFFER.
THE MWHQ WEBSITE, THE MWHQ PLATFORM, AND THE MWHQ CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, SAVE AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW CLAIMS: (I) NONE OF THE MYWARDROBEHQ PARTIES SHALL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE MWHQ WEBSITE, THE MWHQ, EVEN IF SUCH MYWARDROBEHQ PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE MWHQ WEBSITE, THE MWHQ PLATFORM SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE MWHQ PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE MWHQ WEBSITE AND THE MWHQ PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE MWHQ WEBSITE AND THE MWHQ PLATFORM. THE MWHQ WEBSITE AND THE MWHQ PLATFORM MAY CONTAIN INFORMATION ON TYPES OF INVENTORY ITEMS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO AN INVENTORY ITEM ON THE MWHQ PLATFORM DOES NOT IMPLY THAT SUCH INVENTORY ITEM IS OR WILL BE AVAILABLE WHEN YOU WOULD LIKE TO RENT IT OR BUY IT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE MWHQ WEBSITE AND THE MWHQ PLATFORM AT ANY TIME WITHOUT NOTICE.
6 TERMINATION OF THESE TERMS AND CONDITIONS
6.1 We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms and Conditions and your access to all or any part of the MWHQ Website, the MWHQ App and/or the MWHQ Platform, at any time and for any reason without prior notice or liability. Notwithstanding the termination of these Terms and Conditions, the following provisions shall remain in full force and effect:
6.1.1 The MWHQ Platform – Intellectual Property;
6.1.2 Terms and Conditions Applicable to Customers – Rentals – Rental Fee; Cancellation Policy; Late Fees; Limited Warranties;
6.1.3 Terms and Conditions Applicable to Vendors – Vendor’s Representations and Warranties; Indemnification; Risk of Loss
6.1.4 No Warranties/Limitation of Liability
6.1.5 Termination of these Terms and Conditions
6.2 We reserve the right to change, suspend, or discontinue all or any part of the MWHQ Website and/or the MWHQ Platform at any time without prior notice or liability.
Communications to Us
7.1 Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.
Communications from Us
7.2 You consent to receive communications from us, including email, text messages, calls, and push notifications, including for the purposes of notifying you about the status of your order, sending you reminders, facilitating secondary authentication, and providing other information. We may contact you by telephone calls or text messages, including by an automatic telephone dialling system, at any of the telephone numbers provided by you. Standard message and data rates charged by your mobile carrier may apply to the text messages we send you. You may opt out of receiving communications by following the unsubscribe procedures we provide to you. In the case of text messages, you may opt out by replying "STOP" to a text message you receive from us or by emailing info@mywardrobeHQ.com. You acknowledge that opting out of receiving communications may impact your use of the MWHQ Platform.
8.1 These Terms and Conditions are governed by the laws of England and Wales.
8.2 Our failure to act on or enforce any provision of these Terms and Conditions shall not be construed as a waiver of that provision or any other provision in these Terms and Conditions. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, these Terms and Conditions constitute the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms and Conditions will inure to the benefit of our successors, assigns, licencees, and sublicencees.
Copyright 2020 MyWardrobeHQ Ltd. All rights reserved.