BOUTIQUES TERMS

1. ACCEPTANCE OF TERMS

1.1 These provisions set out the terms and conditions (“Terms”) on which you (the “Boutique”, “your”) may become a member of the COVETI website (“Site”) to sell products which must not be Prohibited Products (as defined in Schedule 2) (“Products”) to customers of the Site (“Customers”).

1.2 Your use of the Site is governed by these Terms, COVETI Terms of Website Use and by COVETI Privacy Policy together with any other documents referred to in these Terms. Please take the time to read these documents, as they include important terms which apply to you.

2. ABOUT US

2.1 The Site is operated by COVETI Limited. trading as COVETI (“COVETI”, “us”, “we” and “our”). We are registered in England and Wales under company number 11748668 and with our registered office address at 27 Old Gloucester street, Crown House, London, WC1N 3AX, United Kingdom. To contact us, please see our Contact Us page.

3. OVERVIEW OF ROLES

3.1 COVETI allows Boutiques to list and sell their Products on the Site contracting on the standard set of COVETI Customer Terms. Please note that although COVETI provides the marketplace to help facilitate transactions, which are carried out through the Site, COVETI is neither a buyer nor a Boutique of the Products.

3.2 Where a Customer orders a Product through the Site, the contract is formed solely between the Boutique and the Customer at the completion of the sale (Contract). A Contract will comprise of the COVETI Customer Terms (and any other documents referred to therein), the email confirmation of the Customer’s order and the information on the Boutique’s shop (“Boutique’s Shop”). COVETI is not a party to that Contract, is not liable for the Contract or any claim or dispute arising out of or in connection with it nor is COVETI acting as the Boutique’s agent.

3.3 The Terms (and the documents referred to in them) may be updated from time to time and the Boutique is to be given written notice of such updates. These Terms were most recently updated on here.

4. PROCESS

4.1 During the registration process the Boutique will be asked to select a country of registration and enter the details for PayPal account or banking details.

4.2 Once the Boutique has successfully completed the application process, and your On boarding Fee (as defined in clause 6) has been received, the Boutique will be given their own dedicated area of access called the Boutique Control Panel (“SCP”). There the Boutique can upload, update and review detailed Listing information (as defined below) for its Products (photos, text, shipping methods etc). Orders will be logged into the SCP. From here, the Boutique will be able to manage Customer orders, view and manage Disputes (as defined at clause 7.6.1), view and print sales history between the Boutique and COVETI, update and manage stock levels, view performance reports, manage their subscription and handle Customer feedback. All financials will be stored in the SCP and all communication with the Customers and COVETI team will be made through the SCP.

4.3 The Boutique will then be able to either create a new Listing (as defined at 7.1.6) or use an existing Listing to list their Products.

4.4 If another Boutique is already using a Listing and you wish to update the details for that Product listed on that Listing, you can submit a request to change the Listing, however this will not automatically update on the Site without COVETI accepting the changes. A Listing can only be edited without COVETI accepting the changes, in a limited capacity.

4.5 Should COVETI choose to restrict the Boutique’s access to the SCP for reasons set out in these Terms, the Boutique will only have access that enables them to view and manage current orders, view invoices between the Boutique and COVETI, mark orders as dispatched and handle Customer feedback (“Restricted Access”). Whilst a Boutique has Restricted Access, its Listings will not be visible to Customers and Customers will not be able to place orders with the Boutique.

4.6 Once payment is made by a Customer, the funds will be paid straight to the Boutique’s PayPal or bank account after 30 days, minus the Sales Fee in accordance with the process set out under clause 6.2.

4.7 COVETI will provide the Boutique with a VAT invoice monthly for each Monthly Subscription Fee (As defined at 6.1.1) and bi-monthly for Product Sales Fees (as defined at clause 6.2).

5. COMMENCEMENT AND DURATION

5.1 The Boutique’s membership will commence on the later of:

5.1.1 the Boutique having confirmed their acceptance of these Terms; and

5.1.2 the date on which we have approved the Boutique’s application, received the first Monthly Subscription Fee and we have granted the Boutique access to the SCP (“Commencement Date”).

6. MEMBERSHIP AND CHARGES

6.1 Monthly Subscription Fee

6.1.1 Every Boutique is required to pay a subscription fee for each calendar month that they are a member of the Site (“Monthly Subscription Fee”). This fee is based on a monthly rolling contract and there is minimum commitment of six month. For the avoidance of doubt, references to “monthly” in these Terms shall refer to calendar months.

6.1.2 The Monthly Subscription Fee is a non-refundable fee which will be processed online by recurring payments made in advance starting on the Commencement Date and then monthly thereafter (“Due Date”) unless the Boutique serves 1 month’s written notice through the SCP to terminate these Terms under Clause 9.

6.1.3 Where the first Monthly Subscription Fee is taken on the 28th, 29th, 30th or 31st of a month, the subsequent Due Dates will be as close to the original payment dates as possible and no later than the date on which the first Monthly Subscription Fee was taken. The Monthly Subscription Fee is subject to VAT (where applicable).

6.1.4 There are two different Monthly Subscription Fee options, detailed in Schedule 1, and may be increased from time to time by COVETI, which includes our self-managed Subscription Fee and a managed Subscription Fee.

6.1.4.1 The managed Boutique Subscription Fee includes additional services and marketing activities packages.

6.1.4.2 Please note that the additional services and marketing activities, can be provided up on request only and should be treated as such. The Boutique acknowledges and accepts that not all services or marketing activities mentioned in the Site may be available to all Boutiques.

6.1.4.3 All Managed Boutiques will have access to COVETI’s Priority Support Team, who will support them with questions and advice relating to selling on COVETI.

6.2 Sales Fee

6.2.1 When a sale is made for a Boutiques Listing, the Sales Fee is payable by the Boutique and is made up of two parts:

6.2.1.1The first is calculated as a percentage of the Product Sales Price; and

6.2.1.2 The second is processing fee associated with that order calculated at the flat rate set out in Schedule 1 (together the “Product Sales Fee”).

6.3 Remedies for late payment

Without limiting any of our other rights, if the Boutique fails to pay to us any amounts owed to us under these Terms, at our option we shall have the right to:

6.3.1 deduct the outstanding amounts from any future funds received from Customers in payment for the Boutique’s Products ordered through the Site i.e. offset any amounts that are payable by you to us against any payments we make to you, until any outstanding amounts are settled; and/or

6.3.2invoice you for those amounts due to us and you agree to pay those amount upon receipt of an invoice; and/or

6.3.3 seek such payment or reimbursement from you by any other lawful means; and/or

6.3.4 grant the Boutique only Restricted Access to the SCP; and/or

6.3.5 cancel the Boutique’s membership; and/or

6.3.6 charge the Boutique interest on the overdue amount at a rate of 4% above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Boutique must pay us interest together with the overdue amount.

7. BOUTIQUE COMMITMENTS AND ORDER PROCESSING

7.1 In signing up to these Terms, the Boutique commits to:

7.1.1 Sell Products in accordance with the COVETI Customer Terms and comply with the COVETI Customer Terms in all material respects;

7.1.2 Supply only Products that can be delivered to the Customer within the Timeframes stated at clause 7.4.4.1. For the purposes of these Terms a “Working Day” means any day that is not a Saturday, Sunday or Bank Holiday in the UK;

7.1.3 Be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering the Products to the Customers using reasonable skill and care;

7.1.4 Indemnify COVETI against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by COVETI arising out of or in connection with any claims related to a breach of clause 7.1.4

7.1.5 Take responsibility for the accuracy and detail of all Product information (including Product descriptions, images, measurements, condition and any other supplementary information about the Products) as well as the price which the Products are sold at (“Product Sale Price”) along with stock value (the total amount of stock that Boutique has available for COVETI Customers to purchase) and the Boutique’s SKU (Stock keeping Unit) of the product, ensuring that this information is detailed in a listing on the SCP (“Listing”). You agree that you are responsible for the accuracy and the information provided in a Listing whether you are creating the Listing or using an existing Listing;

7.1.6 Indemnify COVETI against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by COVETI arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading descriptions of the Products sold on the Site;

7.1.7 Ensure that it does not misrepresent the origin of the Products through any description made of the Products via the SCP whether contained in a Listing or otherwise;

7.1.9 Ensure the quality of all Products is high;

7.1.10 Ensue he photographic quality of the Products is high and have a white background colour.

7.1.11 Ensure that the Boutique updates the SCP with all periods of holiday (“Boutique’s Holiday Period”);

7.1.12 Ensure the Boutique responds to order enquires with COVETI or Customers in a timely manner (immediately if possible, at least within 1 Working Day) unless made during the Boutique’s Holiday Period;

7.1.13 Ensure that they keep up to date with the SCP on a daily basis, tracking orders, updating dispatches and orders and responding promptly to Customers requesting a return or raising a Dispute unless made during the Boutique’s Holiday Period;

7.1.14 Ensure stock levels are accurate (and available);

7.1.18 Ensure that where a Product should not be sold to Customers under a certain age, that the minimum age for that Product is correctly entered into the SCP (where applicable);

7.1.19 Indemnify COVETI against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by COVETI arising out of or in connection with any claims related to a breach of clause 7.1.18;

7.1.20 Refrain from selling any Prohibited Products (as detailed in Schedule 2);

7.1.21 Refrain from uploading offensive or nude images or material or otherwise breaching COVETI’s Terms of Website Use policy;

7.1.22 Indemnify COVETI against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by COVETI arising out of or in connection with any claims related to a breach of clauses 7.1.20 or 7.1.21;

7.1.23 Refrain from using the Site as an advertising portal, other than in listing the Products which you are selling and permitted to sell under these Terms;

7.1.24 Ensure all issues with regards to the Site are communicated to COVETI via the email address: designers@COVETI.com;

7.1.25 Ensure the SCP is used for all communication with all Customers;

7.1.26 Not encourage direct communication with the Customer, through the use of their own email address, only the SCP;

7.1.27 Not sell directly to Customers (cutting out COVETI);

7.1.28 Comply with all relevant legislation including the provisions of the Data Protection Act 2018 and all consumer legislation; and

7.1.29 Be responsible for the collection and payment of all taxes due, including VAT (if applicable to the Boutique);

7.1.30 Refrain from selling products which infringe the intellectual property or proprietary rights of a third party.

7.2 Promotion of the Boutique’s own website

 

7.2.1 The Boutique may not include a link to, or otherwise provide the address of, or promote, its (or any third party’s) website on the SCP, any Product or Listing on the Site, in orders shipped that were placed by the Customer on COVETI, or in any other means of communication with the Customer.

 

7.2.2 The Boutique may not include its email address anywhere on the COVETI Site, SCP, Product or Listing or in any other means of communication with the Customer.

7.2.3 The Boutique may not bid on COVETI’s name, or variations of the COVETI brand or domain name or brand name, on Google or any other search engines, or any paid search sites.

7.2.4 The Boutique acknowledges and accepts that ‘COVETI’ is a trade mark of COVETI Limited.

7.2.5 The Boutique may not send promotional emails or catalogues or other promotional material to Customers introduced to the Boutique by COVETI, other than those which are branded solely as from COVETI or to discuss an order placed on the COVETI Site.

7.3 Security

7.3.1 The Boutique must maintain computer and internet connection at its own cost and ensure it is virus free.

7.3.2 The Boutique must ensure their username and password logins are kept safe and not accessed by any other party. If these details are lost they must contact COVETI immediately via the website for new passwords.

7.4 Pricing and Order Processing Information

7.4.1 Product Sale Prices should be inclusive of any applicable VAT and will be deemed to be so (if applicable to the Boutique and such applicability is to be solely determined by the Boutique and not the responsibility of COVETI);

7.4.2 The Boutique acknowledges and accepts that:

7.4.2.1 It will comply with clause 12.5 of the Customer Terms in relation to incorrectly priced Products;

7.4.2.2 Where the Boutique has updated the price of a Product or Products, the updated price may take up to 2 hours to display on the Site; and

7.4.2.3 Where packaging and postage costs were not correctly inputted into the SCP, the Boutique has no right to pursue the Customer for additional payments once the Customer has submitted their order.

7.4.2.4 COVETI may discount Products for the purposes of promotion. Any pricing changes actioned by COVETI will not be deducted from your payments.

7.4.3 Sale prices can be added to the Site using the SCP.

 

7.4.4 Once the Boutique has received an order through the SCP

 

the Boutique:

 

7.4.4.1 is obliged to fulfil and dispatch the Customer order as soon as reasonably practicable and for receipt within the following timeframes (“Timeframes”) which run from the point the Boutique’s handling time (“Handling Time”) expires or, if no Handling Time is set, the point the order is submitted by the Customer through the Site:

 

Designated delivery Timeframes (in Working Days): 1, 1-2, 2-3, 3-5, 4-6, 6-8, 6-10, 10-15, 14-30

7.4.4.1.1 Orders must be dispatched within the Boutique’s Handling Time, which can be set in the SCP for a maximum of 10 (ten) Working Days.

7.4.4.1.2Priority orders must be dispatched on the same Working Day if ordered before the Priority Cut-Off Time set in the SCP.

7.4.4.2 must notify the Customer promptly through the SCP at each of the following stages:

7.4.4.2.1 dispatch of order; and

7.4.4.2.2 any enquiries relating to the order which will be dealt with through the SCP.

7.4.5 The Boutique acknowledges and agrees that COVETI reserves the right to refund the Customer’s payment for an order if the Boutique doesn’t meet the Timeframes for handling that order as detailed above, or if the Customer raises a Dispute relating to delay, and COVETI resolves the matter directly with the Boutique.

7.4.6 The Boutique must not include any other materials (other than packaging) with the package or order delivered to the Customer which are likely to have a commercially detrimental effect on COVETI, the Site or the COVETI brand.

7.5 Delivery/post and packing

7.5.1A range of shipping options with competitive pricing will be available for the Boutique to choose to display on the Boutique’s SCP area. The Boutique will be responsible for selecting which options shall apply.

7.5.2 If additional packaging and postage costs apply to the Boutique’s Products, where for example the Products are heavy, fragile, bulky or precious or perishable, the Boutique is responsible for ensuring that these costs are considered on their Listing in the Product Sale Price.

7.5.3 The Boutique must ensure that they select the shipping options from the SCP that apply to their Product, and once an order is made, they must ensure they send it according to the postage/shipping method. The Boutique is responsible for the shipping and liable for any losses in the post including any non-delivery, misdelivery, theft or other error or mistake in connection with Products ordered through the Site.

7.5.4 The Boutique must ensure that the Product is wrapped in a professional manner suitable for the Product and must ensure a printed version of the invoice for the Customer is inserted into the wrapping. The wrapping must be appropriate for the Product (bubble wrapped packages for delicate items, etc).

 

7.5.5T he Boutique must ensure that all customs and import duties are to be pre-paid for Products being delivered to addresses within the UK. The customer is not responsible for the customs and import duties: the price shown for Products on the site (along with any applicable delivery charges) is the price the Customer pays.

7.6 Returns and Refunds

7.6.1 Any requests for refunds or returns for any Product(s) by a Customer the Boutique will receive an email notification about these requests through the SCP. The Customer will raise a dispute (“Dispute”) if the product is faulty, mis-described, damaged or not delivered and the Customer will request a cancellation (“Cancellation”) if they wish to exercise their rights under the Consumer Protection (Distance Selling) Regulations 2000. The Customer can cancel an order up to 30 (thirty) minutes after the order was placed. Thereafter, a Cancellation request will be sent to the Boutique for eview.

 

7.6.2 Subject to the provisions of clause 9 of the COVETI Customer Terms, as available through the Site from time to time, ad this clause 7, the Boutique shall approve such refund through the SCP and refund the Customer promptly, through the SCP.

7.6.3 Where th Boutique triggers a refund through the SCP, the Product Sales Price (and where applicable, the postage costs) paid in respect of the refunded Product(s) will be returned to the Customer.

7.6.4 The Boutique shall ensure that returns and refunds relating to orders shall be processed in accordance with the following terms and conditions. For the purposes of this clause a “Cancellable Product” shall mean a Product that is capable of return and is not listed at clause 7.6.6.2:

7.6.5.1 by law, the Customer may cancel, return or obtain a refund in relation to the Products order under the Consumer Contracts Regulations (effective as of the 13th of June 2014) within 14 (fourteen) days of the delivery of the Products. The Customer will do this through their online account, and you will receive an email notification from the Customer;

7.6.5.2 however (unless such Product is faulty) the cancellation right set out in clause 7.6.6.1 does not apply in the case of:

7.6.5.2.1 personalised items that are specifically made to a Customer’s specification (e.g. a custom-made print), except where the Customer has chosen items from pre-determined upgrade options or standard off-the-shelf components. For the avoidance of doubt, items with unopened or sealed hygiene seals may be cancelled or returned unless they are any of the following:

 

7.6.5.2.2 personalised items;

7.6.5.2.6items that by their nature cannot be returned (such as where it is physically impossible to return items or where items cannt be restored to the same physical state as they were supplied (e.g. nylon tights)), (each a “Non-cancellable Product”).

7.6.5.3 if the Customer requests a refund for a Cancellable Product then such refund shall be processed by COVETI as soon as possible and in any case no later than 14 days from the date the Boutique received the instruction to cancel the Cancellable Product from the Customer provided the Boutique receives the Product(s) back from the Customer in the condition the Customer received them/it in;

 

7.6.5.4 if the Customer requires a refund because a Product is faulty, damaged or misdescribed, reasonable postage and packing costs incurred by COVETI in returning the Product(s) to the Boutique must be refunded to COVETI;

7.6.5.5 In the event of customer return COVETI will issue return label to the customer and invoice the Boutique or deduct the payment from any amount that is due.

7.7 Payment

7.7.1 Payments for Products on the Site shall be made directly by a Customer to COVETI through the Site, using available payent methods. Transactions shall be recorded on the Boutique’s designated SCP.

 

7.7.2 Once the Customer has submitted their order through the Site, funds are taken from the Customer, and fund will be released from COVETI to Boutique after 30 days from the day of order was placed and after confirmation that the order is delivered to te customer.

 

7.7.3 The Boutique hereby appoints COVETI as its payment processing agent from the purposes of managing payments from Customers and making any necessary refunds on your behalf in line with these Terms.

 

7.7.4 In addition COVETI shall notify the Boutique by email of orders awaiting dispatch in their SCP, but COVETI does not warrant the reliability of email communications.

7.7.5 Following receipt of such notification, the Boutique shall process each and every order in accordance with the Timeframes, using the Boutique’s SCP access. Upon dispatch of each order, the Boutique shall further confirm this, through their SCP.

7.7.6 Subject to clause 7.7.7, COVETI shall notify PayPal to pay the Boutique the Product Sales Price together with shipping costs for the relevant Product(s) less any applicable Marketing Boost package (subject to applicable VAT) after 30 days from the day the order placed and after confirming that the order was delivered to the customer

7.7.7 Sometimes a Customer may pay for Products using Discount Codes (as defined in our Discount Codes Terms) which we have issued to them through the Site. However this shall not affect your right to receive payment as set out in clause 7.7.5.

7.7.8 COVET reserves the right to change the Monthly Subscription Fees or the Product Sales Fee upon providing the Boutique with 30 days’ written notice.

7.7.9 COVETI will provide the Boutique with a VAT invoice (“VAT Invoice”) on a monthly basis. The VAT Invoice will be prepared and provided to the Boutique during the subsequent month following the period for which the VAT Invoice relates e.g. the VAT Invoice relating to the calendar month of February will be prepared on the 1st of March, the VAT Invoice relating to the calendar month of March will be prepared on the 1st of April.

8. LIMITATION OF LIABILITY AND INDEMNITY

8.1 Nothing in these Terms shall limit or exclude our liability:

8.1.1 for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or

8.1.2 Fraud or fraudulent misrepresentation;

8.2 Subject to clause 8.1:-8.2.1we shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit or contracts, or for any indirect or consequential loss whether arising from negligence, breach of contract or otherwise; and

8.2.2 Our total liability to you in respect of all other losses arising under or in connection with the sale of the Products to the Customers and these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount in Monthly Subscription Fees that you have paid to us in the past 12 months; and

8.2.3 We shall not be liable to you in relation to the Products. It is your responsibility to take out the relevant insurance necessary to cover the cost of the Products you are supplying to Customers in the event that they were lost or damaged in transit.

8.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

8.4The Boutique shall indemnify and hold COVETI harmless against all liabilities, claims, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, and all interest, penalties, taxes, duties and legal costs and all other reasonable professional costs and expenses) arising out of or in connection with the Boutique’s use of the Site.

8.5 From time to time, it will be necessary for COVETI to perform Site updates and carry out maintenance of the Site. Although we will try to do this at times which are least likely to inconvenience our Boutiques and Customers, and we will always try to notify Boutiques of any planned maintenance, we shall have no liability to you for loss of profits or other losses caused by maintenance carried out on the Site or downtime of the Site.

9 TERMINATION

9.1 Without limiting our other rights or remedies, we may terminate these Terms with immediate effect by giving written notice to you if:

 

9.1.1 you commit any continuing or material breach of any of the provisions of these Terms and, in the case of such a breach which is capable of remedy, fail to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

9.1.2 an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of your property or assets;

 

9.1.3 you make any voluntary (or similar) arrangement with your creditors, an administrator is appointed or you are subject to insolvency proceedings in any jurisdiction;

 

9.1.4 you go into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under these Terms);

9.1.5 you cease, or threaten to cease, to carry on business;

9.1.6 you fail to pay any amount due to us in connection with these Terms, including the Monthly Subscription Fees on the Due Date for payment;

9.1.7 you have at least 5% of your total Product sales for the preceding month returned by Customers in the subsequent month; or

9.2 Without limiting our other rights or remedies, we shall have the right, at our election, to:

9.2.1 grant the Boutique only Restricted Access to the SCP; and/or

9.2.2 terminate your access to the SCP by giving you 1 month’s written notice; and/or

9.2.3 terminate these Terms.

9.3 Without limiting your other rights or remedies, you shall have the right to terminate these Terms by giving us 1 month’s written notice through the SCP and the Boutique will not be held accountable for any costs which have been incurred.

9.4 Without limiting our other rights or remedies, we shall have the right to suspend your access or grant you only Restricted Access to the SCP if you breach any of the terms listed in clause 7.

10. CONSEQUENCES OF TERMINATION

On termination of these Terms:

 

10.1 you shall immediately pay to us all of our outstanding Monthly Subscription Fees, any other fees set out under clause 6 and any other amounts which are properly owed to us together with any applicable VAT;

10.2 you shall ensure that all orders placed before termination are fulfilled where your level of access to the SCP permits you to do so;

10.3 you shall return to u any property which belongs to us. Until such property has been returned, you shall be solely responsible for its safe keeping and will not use it for any purpose;

10.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;

10.5 all licenses granted under these Terms will expire on termination;

10.6 clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

11. CONFIDENTIALITY

11.1 COVETI will take all precautions to securely store all of the Boutique’s Product and business information and will not share with any third party, unless specific permission is granted by the Boutique.

11.2 The Boutique will not disclose any details of correspondence or operations (including the operations of the SCP and marketing plans) to any third parties.

11.3 The obligations of confidentiality under these Terms shall remain in effect for 2 (two) years after the termination or expiry of these Terms.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 The copyright, design rights and all other intellectual property rights in the Site (including those in any materials and other documents or items that we prepare or produce in connection with the Site) will belong to us absolutely.

12.2 You may not use the materials, documents or other items detailed in clause 12.1 above without COVETI’s prior written consent.

12.3 You acknowledge and accept that the copyright, design rights and all other intellectual property rights in a Listing will belong to us absolutely or have been licensed to us. Listing a Product against a Listing does not grant you any intellectual property rights in that Listing.

12.4 We hereby grant you a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and licence to use, each Listing for the sole purpose of advertising the Product(s) which you sell through the Site.

13 BOUTIQUE'S IPR WARRANTY AND INDEMNITY

13.1 The Boutique warrants to COVETI that it is the legal beneficial owner of all the IPR and/or possesses a valid license to use the IPR in the materials which include the data, information (including Boutique Information), photographs, logos and images it provides or uploads to COVETI and the use of its IPR by COVETI pursuant to these Terms will not infringe IPR owned by any third party and that there is and will be no claim against COVETI by any third party arising in relation to its IPR.

13.2 The Boutique shall indemnify COVETI and hold COVETI harmless against any and all damages, liabilities, costs, expenses and losses arising out of or relating to any non-compliance or breach of this clause 13.

13.3 For the purposes of clauses 12 and 13 “IPR” shall mean copyright and related rights, trademarks, and service marks, business names and domain names, rights in set-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in computer software, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

14. LAW AND JURISDICTION

Contracts for the purchase of goods or services through our Site shall be governed by English law. Any dispute or claim arising from, or related to, such contracts (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England.

5. GENERAL

15.1 We shall not be responsible for any delays in performing, or for any failure to perform, any of our obligations hereunder if the delay or failure was due to any cause beyond our reasonable control.

15.2 No party shall assign, transfer, charge, subcontract or deal in any other manner with any of our rights or obligations under these Terms.

15.3 Any notice or other information required or permitted to be given under these Terms shall be deemed to have been validly given if served personally on that party or if sent by mail. If any such notice or other information is given by means of facsimile then notice shall be deemed to have been received on the same day if sent during normal working hours or on the next Working Day where sent outside such hours.

15.4 No waiver by us of any breach of these Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.

15.5 If any provision of these Terms is declared by any judicial or any other competent authority to be void, voidable, illegal or otherwise unenforceable (or indications to that effect are received by us from any competent authority) then that provision shall be limited or eliminated to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable.

15.6 Nothing in these Terms is intended or shall be deemed to constitute a partnership or joint venture of any kind between you and us, nor constitute us your agent. You shall have no authority to act as our agent or to bind us in any way.

15.7 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.8 No variation of these Terms shall be binding unless made in writing and signed by you and us.

15.9 These Terms apply to the exclusion of any other terms that you seek to impose.

15.10 These Terms shall be governed by English law and the English Courts shall have exclusive jurisdiction to decide any dispute concerning these Terms.

15.11 References in these Terms to “writing” includes facsimiles but not e-mail.

Schedule 1

To join it cost £500.00

Variable Fees

Monthly Subscription Fees

Self- Managed Boutique Subscription Fee: £250.00 per month (plus VAT)

Managed Boutique Subscription Fee: £450 per month (plus VAT) that include dedicated account manager

Commission Fees

COVETI charges a commission fee as detailed below:

£20.00 Processing fee30% commission including VAT

Selling Fees (plus VAT) can be found by calculating:

Correct % of the Product Sale Price (as per Selling Fee above); and £20.00 Processing fee; and adding the two to find the total.

COVETI may discount Selling Fees for the purposes of promotions during holiday season and sale season and will appear on your invoice (as detailed in clause 4.8) accordingly.

If you are unsure as to whether a Product is a Prohibited Product or not, please register now and we can let you know.