SELLER TERMS

1. About us

These Terms and Conditions apply between you (the “Seller”) and Coveti Limited, registered in England and Wales under company number 13018172 and with our registered office address at 27 Old Gloucester street, Crown House, London, WC1N 3AX, United Kingdom (together “Coveti”, “we”, “us”) in connection to the Services provided.

Where an order is delivered within or into the United States, such orders shall be facilitated by Coveti Inc. Where an order is delivered within or into the UK and EU, such orders shall be facilitated by Coveti Limited. Where an order is delivered within or into GCC, such orders shall be facilitated by D’lure Trends Trading. Where an order is delivered within or into Egypt, such orders shall be facilitated by Coveti Information Technology LLC all other cases, orders shall be facilitated by Coveti Limited.

2. Definitions and interpretation

In these Terms and Conditions, the following expressions shall have the following meanings:

“Additional Fees” means any ad hoc costs and/or charges for services that are not covered under the chosen Subscription Package and which are agreed between the Seller and Coveti prior to being incurred, including, for the avoidance of doubt, any fee payable pursuant to clause 11.3.

“Affiliated Websites” means third party websites that Coveti may advertise the Website Products on, as notified by Coveti to the Seller from time to time.

“Commission” means the commission payable by the Seller in respect of the Website Product(s) sold is the percentage of the Agreed Price(s) of the Website Product(s) agreed between the Seller and Coveti under the chosen Subscription Package.

“Confidential Information” means any confidential information which is disclosed by either party to the other pursuant to, or in connection with, these Terms and Conditions, other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality).

“Customer” means a customer of the Website. 

“Brand” means a seller (the “Seller”) who offers to sell and/or sells its products to the Customer through the Services. 

“Distributor” means a seller (the “Seller”) who offers to sell and/or sells third-party brands to the customer of the Website with valid and continuous authorization from the such third-party brand.

“Retailer” means a seller (the “Seller”)  who offers to sell and/or sells a third-party brand’s to the customer of the Website who purchases products for the purpose of resale.

“Seller Dashboard” means the area on the Website through which the Seller can upload the Website.

Product(s), manage the Website Sales Area and stock documentation.

“Agreed Price” means in relation to any Website Product(s) the Price less any agreed discounts or rebates (including but not limited to the Permitted Discount actually applied but excluding the Non- Fulfilment Fee) in favour of a Customer.

“Fees” means the Commission and Order Processing Fee, and where relevant and applicable, the Subscription Fee, Launching  Fee, Returns Fee, Non-Fulfilment Fee and/or Additional Fees.

“Force Majeure” means any acts, events, omissions or accidents beyond the reasonable control of a party including but not limited to: (i) fire, flood, explosion, earthquake, storm or other natural disaster or extreme adverse weather conditions; (ii) terrorist attack, civil commotion or riots; (iii) collapse of building structures or failure of plant, machinery, computers or utility service.

“Heuristic Data” means any data which is derived from the Seller’s use of the Website or the processing of Seller Data and shall include: (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, but shall exclude any Personal Data.

“Intellectual Property” means any patent, copyright, registered design, unregistered design right, trade mark, trade name, domain name or other intellectual property rights together with any current applications for the registration of any of the foregoing.

“Launching  Fee” means a one-off fee payable by the Seller prior to the commencement of these Terms and Conditions, if applicable.

“Label Fee” means the following fees payable by the Seller to Coveti which apply per label in the event that the Seller uses shipping labels provided by Coveti for their shipments to Customers:

 Brands  Label Fee
UK Brands £10 GBP
EU Brands €15 EUR
US Brands $10 USD
AU Brands $10.5 AUD
UAE Brands 40 AED
Saudi Brands 45 SAR
Lebanese Brands $35 USD
Egyptian Brands £615 EGP
Russian Brands $25 USD
All Other Brands $15 USD

 

“Late Payment Fee” means a charge to be paid by the Seller to Coveti for failure to pay any debt due under these Terms and Conditions on the day they are due. The amount of charge will be 1.5% per week of outstanding debt. Late Payment Fees are expressed here in USD but may be satisfied by an equivalent amount in the local currency in which all other Fees applicable to the Seller are denominated, applying the foreign exchange conversion rate (as quoted by a recognised exchange) in force as at the date any such Late Payment Fee becomes payable by the Seller.

“Losses” mean losses, liabilities, damages, compensation, penalties, costs, disbursements and expenses arising directly or indirectly from any claim, demand, action or proceeding.

“Non-Fulfilment Fee” means a fee of 10.00 GBP / $15.00 USD / $20.00 CAD / €15.00 EUR / $20.00 AUD / 200 EGP / 50 AED / 50 SAR payable by the Seller to Coveti for any order for a Website Product which the Seller cancels prior to fulfilment or where the Seller sends an incorrect item to the Customer. Seller consistent order cancellation may result in the temporary suspension or permanent termination of your Seller Account, in our sole discretion.

“Order Processing Fee” means the order processing fee payable by the Seller in respect of the Website Product(s) sold is the percentage of the Agreed Price(s) of the Website Product(s) agreed between the Seller and Coveti.

“Permitted Discount” means a discretionary discount of up to ten (10) per cent off the Price of each of the Website Product(s).

“Premises” means the dedicated areas determined by Coveti on the Website for the Seller.

“Price” means the amount that each Website Product(s) is to be offered for sale (outside of any Sales Periods) through the Website as determined by the Seller after consultation with and taking into account the reasonable advice of the staff of Coveti. The Price shall be calculated and including any additional applicable taxes, duties or fees (including costs relating to shipping and handling). Coveti may charge the Customer at its sole discretion.

“Product Information” means all descriptions, copy, artwork, photographic images or other information and materials in respect of the Website Product(s) provided by the Seller for display on the Website Sales Area which meet the guidelines (communicated to the Seller by Coveti from time to time) which Coveti has approved as being suitable for display on the Website and which Coveti has agreed to display on the Website.

“Receipts” means the net amounts received from the sale of Website Product(s) during that Statement Period in cleared funds.

“Relevant Amount” means, an amount equal to the Commission.

“Returns Fee” means a fixed amount charged by Coveti to be paid by the Seller for any order returned by a Customer.

“Rights” means the Seller’s rights during the Term as set out in these Terms and Conditions: (i) to use the Website Sales Area to exhibit and sell the Website Product(s); and/or (ii) to keep Stock at the Premises; and/or (iii) to have the benefit of the Services. 

“Sales Period” means any time during which Coveti at its absolute discretion decides to hold a sale or promotion period or event on the Website.

“Seller’s Bank Card” means the bank card details provided to Coveti by the Seller and held on behalf of Coveti with its third-party payment provider.

“Seller’s Social Media Content” means any social media content produced by the Seller in relation to their Website Product(s) and displayed on any social media platform managed by the Seller.

“Seller’s Data” means the data uploaded or submitted to the Website by the Seller directly or indirectly via any third-party application and shall include without limitation all anonymised business data, excluding any Heuristic Data.

“Seller Information” means: (i) the Seller’s full name; (ii) the Seller’s registered business address; (iii) the Seller’s VAT registration status and details of any registration, deregistration or reregistration; (iv), details of the ultimate beneficial owner of the Seller; (v) details of any direct or indirect sale of the shares of the Seller or business of the Seller, in whole or in part and whether in one or a series of connected transactions; and (vi) such other information as Coveti may request from time to time, including but not limited to in each case any change to such details from time to time.

“Services” means the services stipulated in the chosen Subscription Package to be provided by Coveti to the Seller.

“Statement” means the notice in the Partner Dashboard setting out the Website Product(s) sold during the Statement Period.

“Statement Period” means the period of one calendar month prior to each Statement Date and shall have the meaning given to it in clause 7.

“Stock” means any stock of the Website Product(s) stored by Coveti at the Premises for the delivery of Website Product(s) to Customers.

“Subscription Fee” means (where applicable under the chosen Subscription Package) a monthly or annual fee charged by Coveti to be paid by the Seller (including any applicable Label Fees).

“Subscription Package” means the package of services offered by Coveti to the Seller in relation to the sale of the Website Products whether such sale is: (i) made on the Website to the Customer; or (ii) facilitated by the Website to Coveti.

“Term” means the duration of these Terms and Conditions as defined under clause 4 below.

“Terms and Conditions of Sale” are the terms and conditions of sale displayed on the Website from time to time during the Term.

“Website” means the website at domain www.coveti.com which is owned and operated by Coveti.

“Website Products” means any product or products that the Seller wishes to exhibit on the Website Sales Area and which Coveti has approved as being suitable for display on the Website Sales Area and which Coveti has agreed to exhibit on the Website Sales Area.

“Website Sales Area” means a webpage(s) and/or part of a webpage(s) on the Website which has been designated by Coveti for the display of the Seller’s Website Product(s).

“Coveti’s Email Address” means [email protected] or any other email address as communicated from Coveti to the Seller.

Words importing persons include a corporate body, a firm or a partnership and vice versa.

Where any single party to these Terms and Conditions, for the time being, comprises two or more persons, obligations expressed or implied to be made by or with Coveti are deemed to be made by such persons jointly and severally.

Any licence by the Seller not to do anything includes an obligation to use reasonable endeavours not to permit or suffer that thing to be done by another person where the Seller is aware that the thing is being done.

References to Coveti or the Seller include any of their directors, executives, employees, staff or agents.

3. Nature of the relationship between the seller and Coveti

As a Seller, you hereby authorize us to act as your non-exclusive commercial agent to negotiate and conclude the sale of Website Products to Customers under the Terms and Conditions of Sale only on your behalf. In this limited capacity, Coveti is not a party to the resulting sale contracts between you and each Customer (“Sale Contract”). Your geographical address and identity as Seller will be specified in the relevant despatch confirmation email where the Customer’s order is accepted. Each Customer’s obligation to pay amounts due under a Sales Contract shall be satisfied when Coveti takes payment from the Customer as ‘merchant of record’ and the Customer will see Coveti as merchant of record on the Customer’s card or payment account statement. Coveti does not act as an agent of the Customer.

4. Term, Renewal, And Termination

4.1  These Terms and Conditions shall commence on Coveti providing the Seller with access to the Partner Dashboard. Seller acknowledges that such access will not be granted until (i) it has completed the application materials determined by Coveti; (ii) Coveti has accepted the application at its absolute discretion; and (iii) Coveti has received in cleared funds any applicable fees (such as a Launching  Fee or Subscription Fee).

4.2  These Terms and Conditions shall continue for an initial month, quarter, or annual term (depending on the Subscription Package chosen by the Seller) and unless terminated, shall automatically renew and continue for successive renewal periods of equal length to the initial term.

4.3  Notwithstanding any other termination provision in these Terms and Conditions, in the event Coveti exercises any of its termination rights under these Terms and Conditions it shall provide the Seller: 

(i) with at least 30 days prior written notice. The such 30-day notice period is not required in the event that (i) the Seller is in persistent breach of these Terms and Conditions and/or (ii) there is a legal or regulatory obligation on Coveti, which means it cannot give thirty (30) days’ notice; and

(ii) prior to or at the time of termination with a written statement of its reasons for terminating these Terms and Conditions.

4.4  In the event Coveti exercises its rights under these Terms and Conditions to suspend or restrict the provision of the Services to the Seller, Coveti shall provide the Seller:

(i)  with at least 30 days prior written notice. The such 30-day notice period is not required in the event that (i) the Seller is in persistent breach of these Terms and Conditions and/or (ii) there is a legal or regulatory obligation on Coveti, which means it cannot give thirty (30) days’ notice; and

(ii)  prior to or at the time of suspension restriction, provide the Seller with a written statement containing the reasons for suspension or restriction.

4.5  The Subscription Fee for the period due under any Subscription Package commenced by the Seller will remain payable in the event of termination prior to the end of the period to which the Subscription Fee relates and no pro-rated fees will be refundable. Any such termination shall be without prejudice to Coveti’s rights in respect of any prior breach of the Seller’s obligations.

4.6  Coveti shall be entitled to terminate these Terms & Conditions (without prejudice to Coveti’s rights in respect of any prior breach of the Seller’s obligations) in accordance with clause 4.3: (i) following the failure of the Seller to pay any sums due under these Terms and Conditions on the date due for payment; (ii) following any breach by the Seller of any of other obligations or conditions contained in these Terms and Conditions save that if any such breach is capable of cure or remedy Coveti shall notify the Seller that it requires the Seller to remedy the breach within thirty (30) days of the date of such notice to cure or remedy the breach in which event these Terms and Conditions shall end on the expiry of such period if the breach has not been cured or remedied to the reasonable satisfaction of Coveti; (iii) if the Seller ceases to carry on business due to bankruptcy, insolvency or has a liquidator, receiver of administrative receiver appointed to it or over part of its undertaking or assets, or passes a resolution for its winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity assumes all of the liabilities of it) or a court of competent jurisdiction makes an administration order or liquidation order or similar order, or the enters into any voluntary arrangement with his, her or its creditors; or (iv) if the Seller, being an individual, dies or by reason of incapacity or illness (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

4.7  Immediately upon the termination of these Terms and Conditions, however arising, the Seller shall pay to Coveti any and all amounts payable by the Seller to Coveti. In the event such amounts remain unpaid for a period of seven (5) days from the date of the termination of these Terms and Conditions, Coveti reserves the right to charge the Seller a Late Payment Fee in addition to the overdue amount. The Seller shall pay the Late Payment Fee together with the overdue amount.

4.8  Upon termination of these Terms and Conditions, howsoever arising, Coveti shall (unless otherwise agreed with the Seller) within thirty (30) days remove the Website Product(s) from the Website Sales Area.

4.9  Upon termination of these Terms and Conditions, the provisions of clause 13, clause 18, clause 19, and clause 21, together with any terms which relate to the payment of Fees to Coveti shall continue to apply.

5. The services

5.1  Coveti will provide the Services during the Term with reasonable skill and care.

5.2  Coveti reserves the right to revise or alter the Services at any time upon providing the Seller with thirty (30) days’ written notice of the variation. Seller may terminate these Terms and Conditions if it objects (by giving notice in writing to Coveti) to any variation of these Terms and Conditions within such thirty (30) day notice period.

6. Seller obligations

The Seller’s Website Sales Area

6.1 Coveti has absolute discretion on the look and feels of the Website content (including all Website Sales Area) as well as a full and final say in the inclusion, positioning, location, and all other presentation of Seller information, and reserves the right to remove any Website Product(s) from the Website at its sole discretion.

Quality of Presentation

6.2  The Seller shall: (i) ensure that the content uploaded to the Partner Dashboard at all times accords with any applicable guidelines notified to it from time to time by Coveti, including in relation to the form and content of copy and Website Product(s) imagery; and (ii) comply with reasonable instructions from Coveti concerning the Seller Dashboard.

6.3  Any failure to maintain suitably high standards of page presentation may result in the de-activation of the relevant Website Product page(s) in the first instance. Coveti reserves the right, in its sole discretion, to de-activate the Seller’s Website Sales Area until standards have been improved.

6.4  For the avoidance of doubt if the Seller breaches any part of clauses 6.2 and/or 6.3 on more than one occasion, this will constitute a persistent breach of these Terms & Conditions for the purposes of clauses 4.3 and 4.4.

Seller and Product Information

6.5  The Seller shall ensure that: (i) all Seller Information; and (ii) all Product Information and the detail of Website Product(s) on the Seller Dashboard, in each case is and remains true, accurate, current, and complete at all times. Any failure to provide such information or updated information as soon as reasonably practicable and within 5 days of any request or matter which requires such information to be updated, as the case may be, shall constitute a material breach of these Terms & Conditions purposes of clauses 4.3 and 4.4.

6.6  The Seller shall: (i) where applicable, state clearly on the relevant Website Product page that a Website Product is a personalized or specially-made Website Product, and/or that such Website Product requires a Customer approval of proof prior to its production by the Seller, and shall display the relevant corresponding delivery times; and (ii) if a Website Product is one which is ineligible for the usual returns/cancellation process under applicable law, state clearly on the relevant Product page that such product cannot be canceled/returned by the Customer.

6.7  The Seller shall not include within its Website Sales Area, on the Seller Dashboard, any other place on the Website or in any other means of communication with the Customer: (i) any direct or indirect link to other websites including the Seller’s own website; (ii) the Seller’s Email Address; or (iii) any other means by which a Customer could communicate directly with the Seller, other than through the Website. The Seller agrees that it shall not include any promotional materials within any shipment to a Customer and a breach of this provision on more than one occasion shall constitute a material breach of these Terms & Conditions for the purposes of clauses 4.3 and 4.4.

Stock Information

6.8  The Seller shall accurately display stock availability for all Website Product(s) and shall update such stock availability regularly on the Seller Dashboard.

6.9  Once the final item of stock has been sold and will no longer be available, the Seller must mark that item as out of stock on the Seller Dashboard.

6.10  The Seller shall remove Website Products from its Seller Dashboard that are awaiting stock for prolonged periods (four weeks or more) until they become available again.

Pricing

6.11  The Seller’s prices must be fully inclusive of all taxes and additional charges.

6.12  Subject to clause 6.11, the Seller has complete discretion over how it wishes to price its Website Product(s) but must not price its Website Product(s) higher than those prices set publicly on its own website or other direct sales channels.

6.13  In the event that the Seller publicly offers the same Website Product(s) for sale elsewhere you acknowledge and agree that your prices at Coveti will not be higher than other channels where your products are sold. In the event that a Customer has purchased the product at a higher price than that offered publicly by the Seller elsewhere within 14 days, Coveti may reimburse the Customer the difference in price on behalf of the Seller (and Coveti may pay the such difference in price (Price Difference) from any Receipts which have not yet been remitted to the Seller. 

Suspension of Service

6.14 Subject to clause 4.4, Coveti may suspend or terminate the Seller’s use of the Services in the event Coveti reasonably believes or suspects that any Seller Information does not comply with the provisions of this clause 6.

7. Charges

7.1  The Seller shall pay any and all Fees in accordance with these Terms and Conditions. The relevant Fees shall be as notified to the Seller and updated by Coveti from time to time in accordance with these Terms and Conditions. Unless specified otherwise, all Fees are subject to VAT or other similar taxes or levies, all of which amounts the Seller shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Fees themselves.

7.2  The Seller shall make all payments to Coveti due under the Terms and Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement, or otherwise.

7.3  If any sum due from the Seller to Coveti under these Terms and Conditions is not paid on or before the due date for payment, then all sums then owing by the Seller to Coveti shall become due and payable immediately and, without prejudice to any other right or remedy available to Coveti, Coveti shall be entitled to: (i) cancel or suspend its performance of the Terms and Conditions or any order, including suspending provision of the Services, until arrangements as to payment or credit have been established which are satisfactory to Coveti; and (ii) charge the Seller the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

Launching  Fee

7.4 If applicable, the Launching  Fee is a non-refundable fee to be paid by the Seller to Coveti as a condition to the commencement of these Terms and Conditions. Coveti may, in its sole discretion, permit the Seller to pay the Launching  Fee in more than one instalment. The amount of each instalment, and the timing for payment of such instalments, shall be as agreed between the Seller and Coveti in writing. Payment of the first instalment by the Seller shall constitute payment of the Launching Fee for the purposes of the commencement of the Term.

Order Processing Fee

7.5 The Seller shall pay Coveti the Order Processing Fee, by way of retention of such amount by Coveti from Receipts. Coveti shall be permitted to increase the Order Processing Fee at its discretion. Any such increase shall be notified to the Seller by email to the Seller’s Email Address with a minimum of 30 days notice following which the increase shall take effect.

7.6 The Order Processing Fee is set currently at 3.0% of the Agreed Price(s) of the Website Product(s).

Subscription Fee

7.7 Where a Subscription Fee is applicable under the chosen Subscription Package the Seller shall pay to Coveti the Subscription Fee in advance for the Term by way of a charge to the Seller’s Bank Card. The charge to the Seller’s Bank Card shall be made on the date the Seller chooses the Subscription Package which provides for a Subscription Fee (the “Start Date”) and is charged at either monthly or annual intervals following the Start Date, depending on the Subscription Package chosen. Payments shall be made between the 25th and 28th of each month.

7.8 The Seller has the right to upgrade/downgrade the Subscription Package after the duration of the current Subscription Package is been paid.

Returns Fee

7.9  Where a Customer returns an order using a return delivery method arranged and paid for by Coveti, the Seller agrees to reimburse Coveti a fixed amount of the returns cost for each shipment by way of retention of such amount by Coveti.

7.10  Coveti shall be permitted to increase the Returns Fee at its discretion. Any such increase shall be notified to the Seller by email to the Seller’s Email Address with a minimum of 30 days’ notice following which the increase shall take effect.

7.11  The Returns Fee is set to the same rate as the Label Fee.

Additional Fees

7.12 Where applicable the Seller shall pay to Coveti any Additional Fees by way of a charge to the Seller’s Bank Card on either (i) the date the Additional Fees are agreed between the parties; or (ii) on the first day of the calendar month immediately following the date on which the Additional Fees were agreed between the parties.

Statement

7.13  Coveti shall remit to the Seller within thirty (30) days of product delivery the amount payable in the Statement, being the Receipts less: (i) the Commission; (ii) the Relevant Amount; and (iii) any other Fees that have accrued during the Statement Period.

7.14  Coveti shall be entitled to deduct from the amounts payable to the Seller in respect of a Website Product, pursuant to these Terms and Conditions: (i) any amounts paid by Coveti on behalf of the Seller to the Customer in respect of any full or partial refund provided, in respect a sale through the Website by the Seller to the Customer; and (ii) in respect of a sale by the Seller to Coveti under these Terms and Conditions, a sum equal to the amount payable by Coveti to the Seller in respect of such Website Product.

7.15 The Seller shall not seek or accept payments due under Sale Contracts from Customers other than from Coveti under these Terms and Conditions.

8. Website materials

8.1 Where the Seller wishes to alter the Product Information displayed on the Website Sales Area the Seller may make a request to Coveti via Partner Dashboard. Such a request must contain information on the Product Information the Seller wishes to alter and, where the Seller wishes to use new Product Information, they must upload high-resolution images of the Product Information that the Seller wishes to use.

8.2  Subject to Coveti’s approval of the suggested changes to the Product Information Coveti will use its reasonable endeavors to alter the Product Information on the Website Sales Area within 30 days of approving the request.

9. Sale of website product(s)

 The Seller warrants to Coveti that: (i) it owns and has proper title to the Website Product(s) and to all Intellectual Property in relation to or in connection with Website Product(s); (ii) it is fully authorized to sell the Website Product(s); (iii) the sale of the Website Product(s) will not infringe any laws or rights of any third parties, including any Intellectual Property rights; and (iv) the Website Product(s) and/ or the Stock are of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller and are or will be free from defects in design, material, and workmanship and comply or will comply with all applicable statutory and regulatory requirements.

10. Delivery of the website product(s) to customers

10.1  Where a Customer purchases Website Product(s) from the Website, Coveti shall inform the Seller of the purchase by email to the Seller’s Email Address so the Seller sends the relevant Website Product(s) to the Customer directly.

10.2  The Seller agrees that it shall not use, process, or store the Data (as defined in clause 10.4 below) provided by the Customer for any other purpose than processing Delivery. The Seller agrees that it shall not attempt to directly solicit custom from the Customer when sending the Website Product(s) to the Customer, including, but not limited to, the inclusion of promotional material (other than Coveti promotional material) in the shipment, and shall not subsequently use the Customer details provided in the Delivery to solicit future business from the Customer. The Seller shall pay to Coveti on request the sum of $1,000 USD per breach of such provision but such payment shall be without prejudice to any rights that Coveti may have whether under these Terms and Conditions or otherwise. Further, nothing shall absolve the Seller from its obligations to comply with all applicable laws nor from any liabilities incurred in respect of a breach of applicable law.

10.3  Where more than one Website Product is ordered by a Customer, the Seller shall not deliver the Website Products in installments without Coveti’s prior written consent.

10.4 Where Seller delivers Products directly to the Customer, Seller acts as a Processor in connection with Personal Data relating to such Customer’s order and delivery information (the “Data”). The Seller’s Processing instructions and operations shall consist of arranging and ensuring the delivery of the Product to the Customer, and such Processing in respect of any given Customer shall continue for a period of 14 days after the Product has been dispatched, at which point Seller shall securely delete the Data. Seller shall: (i) implement appropriate technical and organizational measures to ensure the Data is kept secure; (ii) ensure that any person it authorizes to Process the Data shall be subject to written confidentiality obligations (and the provisions of clause 12.7); and (iii) comply with and ensure that it complies at all times with the data protection laws which apply from time to time to the processing of Data by Coveti and by the Seller.

10.5  Seller shall not appoint third-party Processors over the Data or transfer the Data outside of the UK and/or the European Economic Area without first obtaining Coveti’s consent, save that delivery and courier service providers are deemed expressly approved for the purposes of these Terms and Conditions. Seller shall be liable to Coveti for any breach of these Terms and Conditions that is caused by any of the Seller’s Processors. Seller shall notify Coveti of the delivery and courier third-party Processors it uses as of the date of these Terms and Conditions and shall notify Coveti of any changes in such providers, giving Coveti the chance to object.

10.6  Upon termination or expiry of these Terms and Conditions, the Seller shall destroy or return to Coveti all Data in its possession or control.

10.7  Upon receipt of such a Delivery Request from Coveti, the Seller shall within 48 hours deliver the relevant Website Product(s) to the relevant Premises by a recorded delivery method and upon dispatching the relevant Website Product(s) inform Coveti of the dispatch via email to Coveti’s Email Address and/or via the Seller Dashboard.

10.8  The Seller shall own all rights, titles,  and interests in and to all of the Seller Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Seller Data.

10.9  Coveti may use the Seller Data to provide and improve the performance and functionality of the Services. Coveti shall own all rights, titles, and interests in and to all of the Heuristic Data.

10.10  Coveti may share the Seller Data with a third-party data aggregator to gather trends and insights in order to help Coveti provide and improve the Services and the Website.

11. Indemnity

You agree to defend, indemnify, and hold Coveti, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Seller Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

12. Force majeure

Neither Party shall be in breach of these Terms and Conditions nor liable for any failure or delay in performance of any of its obligations under these Terms and Condition arising from or attributable to Force Majeure.

13. Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER COVETI NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, 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 OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COVETI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COVETI’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED 100 USD. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FAIRE AND YOU.

14. Confidentiality

14.1  Each party undertakes to the other that it shall not at any time copy, use or disclose to any person any Confidential Information, except as permitted by these Terms and Conditions.

14.2  A party may disclose Confidential Information: (i) to the employees, officers, representatives or advisers of that party who need to know such information for the purposes of carrying out its obligations under these Terms and Conditions but shall ensure that the employees, officers, representatives or advisers to whom the Confidential Information is disclosed comply with this clause; and (ii) as may be required by law, court order or any governmental or regulatory authority.

14.3  No party shall use the Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

15. Intellectual property

16.1  Coveti acknowledges that the Intellectual Property rights used on or in relation to the Website Product(s) are (with the exception of the Intellectual Property rights in relation to the Product Information which are Coveti’s property), the Seller’s property and Coveti is only permitted to use the Intellectual Property for the purposes of these Terms and Conditions

15.2  The Seller hereby grants to Coveti a non-exclusive license to use the Intellectual Property rights and the Seller’s Social Media Content for the purposes of marketing and selling the Website Product(s) under the provisions of these Terms and Conditions.

15.3  The Seller hereby grants Coveti a non-exclusive license to use the Intellectual Property rights in Coveti’s advertising including the use of the Seller’s branding and trademark as keywords in relation to Google Ads.

15.4  The Seller acknowledges that it is not permitted to use any Intellectual Property rights which belong to Coveti and shall indemnify Coveti against all Losses arising out of any action or claim that arises due to any breach by the Seller of this clause.

16. General

16.1  Coveti shall be entitled to amend these Terms and Conditions, the Fees or all or any of them from time to time by posting such amended versions of them on the Seller Dashboard. Coveti will advise the Seller of any changes to these Terms and Conditions by email or by a notification on the Website at least 30 days prior to posting an amended version on the Website unless such changes are required to meet regulatory obligations or to address an unforeseen and imminent concern (such as fraud or a data breach), in which case no prior notice is required. If the Seller does not agree to the changes made to the Terms and Conditions, then it shall have the right to cancel its agreement with Coveti prior to the end of the 30- day notice period and stop receiving the Services. It should do so in writing to Coveti’s Email Address. The Seller’s continued use of any of the Services, the Website and/or the Partner Dashboard, after the date the changes have come into effect will constitute its acceptance of the amended Terms.

16.2  No failure or delay by Coveti to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.3  If any of the provisions of these Terms and Conditions are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such terms, conditions, or provision will to the extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law.

16.4  These Terms and Conditions are binding upon the Seller and its successors and the Seller may not transfer, assign, charge or otherwise dispose of any of its rights and/or obligations arising under these Terms and Conditions without the prior written consent of Coveti.

16.5  Coveti may transfer, assign, subcontract or otherwise dispose of any of its rights or obligations arising under these Terms and Conditions at any time during the Term.

16.6  These Terms and Conditions shall constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between the parties.

16.7 Where there is a dispute between the Seller and a Customer or between the Customer and Coveti regarding Product(s) purchased by the Customer, Coveti may offer the Customer a full refund and the provisions of clause 7.14 shall apply.

16.8  The Seller shall observe and comply with and abide by any decisions made by Coveti acting reasonably pursuant to these Terms and Conditions unless otherwise directed by Coveti.

16.9  If the Seller wishes to make a complaint or has any concerns in relation to these Terms and Conditions, it shall contact Coveti using Coveti’s Email Address.

16.10  These Terms and Conditions and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

16.11  The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

Updated 11 Dec 2022