STYLESWAP CURATOR TERMS AND CONDITIONS (“TERMS”)

The summary document referencing these Terms and entitled “Commercial Summary”, signed by you (“Curator” or “you”) and the London Style Network Limited, with registered address at 75 Netherwood Road, London, England, W14 0BP and with number 12213084 (“StyleSwap”, “we” or “us”), form the entire legally binding agreement between you and us (the “Agreement”).

1. Introduction
   • StyleSwap provides e-commerce services to independent sellers of fashion clothing through its proprietary platform https://www.styleswapuk.com/ and associated app to which you may be given access, (“StyleSwap Platform”).
   • These Terms set out the basis upon which you may (i) offer and sell your pre-loved clothing (“Products”) directly to users of the StyleSwap Platform (“Customers”), (ii) access other services provided by StyleSwap via the StyleSwap Platform and (iii) where so stated in the Commercial Summary, carry out ambassador services for StyleSwap from time to time.
   • We may vary these Terms on at least fifteen (15) days’ Written notice to you (except this period may be shorter where such variation is required by law or for an unforeseen and imminent risk to the StyleSwap Platform and/or its users). If a proposed change means that you need to make technical or commercial adjustments, we will give you a longer notice period before the change applies. Whenever we notify you of a proposed change to the Terms, you will have the right to terminate the Agreement before expiry of the applicable notice period. If you submit new Events during the notice period then we will take this as your confirmation that you agree to the updated Terms and do not want to terminate the Agreement.
   • These Terms apply to the exclusion of any other terms and replace in their entirety any previous terms between you and us.
   • In the case of any inconsistency or conflict between any of the provisions of these Terms and the Commercial Summary, the provisions of the Commercial Summary shall prevail in preference to these Terms.

2. StyleSwap’s role
   • We facilitate and encourage the sale of Products between you and Customers via the StyleSwap Platform, but StyleSwap is not a party to any sales that take place via the StyleSwap Platform or any contract between you and a Customer. Title to or ownership of Products shall not pass to StyleSwap at any time.
   • You have complete discretion over how you present your Products and how you wish to price your Products, and whether you sell a Product or not. You are responsible for the shipment of Products to any Customer with whom you have agreed a sale and for any after sales support requested by Customer. All prices for Products listed in StyleSwap Platform shall be inclusive of any VAT (or equivalent sales tax).

3. Access to the StyleSwap Platform
   • You must register with us and set up an account with a username and password (your “Account”) in order to access the StyleSwap Platform.  You may connect to the StyleSwap Platform with third-party services approved by us (such as Instagram) and accordingly you give us permission to access and use your information from that service, and to store your log-in token for that service. It is your responsibility to keep you login details secure and to contact us if you think your Account has been accessed by anyone [email protected].
   • StyleSwap’s payment system is powered by Stripe and therefore your use of the StyleSwap Platform is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). You agree you are bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. You agree that we and Stripe may share any information provided by you to carry out sales transactions. 
   • From time to time we may, at our discretion, make further services available to you via the StyleSwap Platform. Where you opt to use such services, the use of such services may be subject to further terms and conditions (including the payment of additional fees) that you must accept prior to using such services.
   • We reserve the right to omit, suspend or exclude a Product or any information provided by the you from the StyleSwap Platform at any time where it does not comply with the terms of this Agreement, and if we do so, we shall not be liable for any losses and liabilities suffered by you as a result.
   • StyleSwap has absolute discretion as to the look, feel and content of the StyleSwap Platform as well as full and final say in the inclusion, positioning, location, presentation and language. Products are ranked within a search based on the Product match to the Customer’s responses to the style quiz they complete in their Account.

4. Curator Content
   • You grant StyleSwap a worldwide, non-exclusive, royalty-free, irrevocable and perpetual licence to use, copy, reproduce, distribute, adapt, re-format, modify, publish, translate, licence, sub-licence, assign, transfer and exploit content posted by you (“Curator Content”) for the purposes of providing the service via the StyleSwap Platform or in connection with the operation and promotion of our business, subject to our privacy policy.
   • You warrant to us that Curator Content shall not infringe the intellectual property rights of any third party or data protection, privacy or other rights of any other person, be defamatory or in breach of any contractual duty or any obligation of confidence.
     We do not check or moderate any Curator Content before it is added to the StyleSwap Platform. We may later check, moderate, reject, refuse or delete any Curator Content if it doesn’t comply with the Agreement.
   • You should maintain your own backup of your Curator Content and you agree that you will not rely on the StyleSwap Platform for backup or storage. To the extent permitted by applicable law, we shall have no liability for any loss of Curator Content.

5. Curator Obligations
   • You agree at all times to comply with all any StyleSwap policies of which we notify you, as updated by us from time to time.
   • In relation to Customer feedback, you shall not review, nor engage any third party to review, Products, or use any other means of artificially increasing the number of reviews of Products.
   • You warrant that all information provided about you and the Products to StyleSwap is and remains true, accurate, current and complete. You warrant that information provided about you and the Products to StyleSwap (i) is not misleading, offensive, abusive, defamatory, and/or in breach of any applicable law, (ii) does not contain any virus, and (iii) will not cause the StyleSwap Platform to be interrupted, damaged or impaired.
   • You warrant you will comply with the contract terms of any sale of any Product you conclude via the StyleSwap Platform. If you are a business user, you warrant that you will comply with all statutory rights that apply to Customers in relation to the sale of Products by you.
   •   You agree to display your expected delivery times and postage and packing costs on the appropriate areas next to your Products.
   • You agree that your Products will comply with applicable laws, and be sent to a Customer in accordance with the contract you have made with that Customer and in good condition, clean and in appropriate packaging.
   • You will not include on the StyleSwap Platform or in any other means of communication with the Customer any direct or indirect link to other websites including your own website, your email address or any other method by which a Customer could contact you outside the StyleSwap Platform (other than your Instagram handle).
   • You do not have authority to incur any liability or obligation on behalf of StyleSwap (such as signing or accepting a contract on StyleSwap’s behalf).
   • You will co-operate with all StyleSwap activities to promote, sell or market your Products, whether through the StyleSwap Platform or on other channels.
   • If StyleSwap is sued due to an action or inaction by you (including a breach of this Agreement) then we have the right, at our discretion, to request that you cover any fees, losses or damages incurred by us as a result. Where we decide to conduct the defence of such claim, you agree to assist us as reasonably requested.

6. StyleSwap Obligations
   • StyleSwap will use reasonable endeavours to maintain, and provide you with non-exclusive access, to the StyleSwap Platform.
   • StyleSwap warrants that (i) it has full capacity and authority and has obtained all necessary consents to enter into this Agreement; and (ii) the services it provides under this Agreement will be performed with reasonable care and skill.
   • Except as expressly set out in this Agreement, no implied conditions, warranties or other terms, will apply to anything supplied or provided by us under this Agreement. In particular we do not warrant that the StyleSwap Platform shall be continuously available, uninterrupted, virus or error-free, nor do we make any representation or warranty whatsoever in respect of the level of sales of any Product.

7. StyleSwap Commission
   • When you sell a Product, you will pay us a commission on the total transaction amount received by you (including VAT and any other applicable taxes, if any, and shipping costs) which shall be the percentage set out in the Commercial Summary (the “Commission”).
   • Our Commission with be deducted from the funds transferred to you via Stripe and we will provide you with an invoice detailing the Commission. The Commission is inclusive of VAT or other sales taxes (where applicable).
   • You agree that you shall not sell Products to Customers using any payment method other than Stripe. You shall not do anything to circumvent the Commission owed to StyleSwap.

8. StyleSwap Intellectual Property
   • You acknowledge that all intellectual property rights in the StyleSwap Platform, StyleSwap name and logos are owned exclusively by us and you have no right, title, or interest in the StyleSwap Platform, StyleSwap name and logos other than the non-exclusive license to the StyleSwap Platform granted in this Agreement. All goodwill associated with the StyleSwap Platform, StyleSwap name and logos belongs exclusively to StyleSwap.
   • Your right to use the Service is personal to you and you must not give this right to another person or to sell, gift or transfer your Account to another person.
   • Other than may be agreed under a Commercial Summary, you are not given the right to use the StyleSwap trademarks, logos, domain names and other distinctive brand features, all of which are intellectual property rights that belong to us.

9. StyleSwap Ambassadors
   • This clause 9 only applies to you if you and StyleSwap have agreed under a Commercial Summary that you shall carry out “Ambassador Services”.
   • You agree to provide the Ambassador Services on the date(s) at the time(s) and location(s) set out in the Commercial Summary, perform the Services in a competent manner and comply with all our reasonable instructions in relation to the Ambassador Services, and comply with applicable laws, regulations, industry codes of practice.
   • StyleSwap believes in full transparency and in full, fair and effective disclosures of material facts relating to your relationship with StyleSwap. You must adhere to any applicable UK guidelines regarding the endorsements and testimonials in advertising. Required disclosures will appear clearly and conspicuously and in close proximity to any statements you make about StyleSwap, its products and services.
   • You warrant that:-
10. You will maintain an active StyleSwap account during performance of the Ambassador Services and for two month thereafter;
11. you will not provide any services to any third party to endorse, promote or advertise any product or service which directly competes with StyleSwap’s services or the StyleSwap Platform during performance of the Ambassador Services and for three months thereafter, without the prior written consent of StyleSwap;
12. the Contribution (as such terms is defined in the Commercial Summary) will be wholly original to you and will not infringe the copyright or any other rights (including trademarks) of any third party. In the event that you are in breach of this clause (c), you hereby indemnify us against all direct liabilities, costs, expenses, damages and losses (including all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred or paid by us arising out of or in connection with any claim brought against us for actual or alleged infringement of a third party’s intellectual property rights arising out of, the Contribution;
13. you will not do anything which in our reasonable opinion would prejudice the goodwill or reputation of StyleSwap. You acknowledge that our ability to advertise, market and promote StyleSwap without controversy or negative public relations implications, is a material inducement to StyleSwap paying for Ambassador Services; and
14. you will not make any negative statement relating to StyleSwap in public, on social media, to the press or elsewhere, nor without our prior written approval publish, make or issue any statement or opinion about StyleSwap.
    • You assign to StyleSwap absolutely with full title guarantee all its right, title and interest in and to the Contribution, including the copyright and all other rights under the Part II of the Copyright, Designs and Patents Act 1988 (“CPDA”), and any other applicable laws and regulations, on a worldwide basis in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof including by way of present assignment of future copyright.  
    • You irrevocably grant to StyleSwap (including its associates, affiliates, subsidiaries, licensees, agents, successors, assigns and commercial partners) a non-exclusive licence worldwide for the term of this Agreement to use, and to authorise others to use, their name and the biography, images, slogans, logos and signature provided to us by you (together the “Ambassador Image”), without any further compensation, for the purposes of advertising and/or promoting StyleSwap, including in StyleSwap campaigns.
    • StyleSwap shall have the right to continue to use Contribution after the Term, unless otherwise agreed in the Commercial Summary.
    • You acknowledge that we shall be entitled to host, publish, edit, copy, promote, add to, adapt, re-format, translate, dub, or transcribe any Contribution and/or Ambassador Image at our discretion and that StyleSwap does not guarantee to host, publish or promote any Contribution and/or Ambassador Image.  You irrevocably and unconditionally waive the benefit of their moral rights arising under Parts I and II of the CDPA and performers’ non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in the Contribution and/or Ambassador Images. You further agree to procure the waiver of all such rights in StyleSwap’s favour by all persons engaged or employed by you and who contribute to the Contribution and/or Ambassador Images and to whom such rights may accrue.
    • In consideration of the Ambassador Services, StyleSwap shall pay the fees to you as set out in the Commercial Summary (“Fee”).  Unless otherwise stated in a Commercial Summary you shall invoice us for the Fees on completion of the Ambassador Services. We shall pay each undisputed invoice within 30 days of receipt to the bank account advised by you to us.
    • You are responsible for all VAT, national insurance and personal tax due as a consequence of providing the Ambassador Services and fully indemnify StyleSwap against any claims or costs incurred by StyleSwap in respect of such tax.
    • Unless stated to the contrary in the Commercial Summary, the Fees are exclusive of VAT which shall be payable by StyleSwap only on receipt of a valid VAT invoice for the amount in question.
    • You acknowledge and agree that the Fees represent full and final consideration for the Ambassador Services, Contribution and Ambassador Images and that no further sums shall be paid by way of royalties, residuals, repeat or use fees.

10. Term and Termination
    • This Agreement will run from date the Commercial Summary is signed by both parties and will continue until terminated under the remainder of this clause.
    • Subject to clause 10.3 if you decide you wish to end your use of the StyleSwap Platform, please contact us at [email protected] from the email address linked to your Account and ask us to deactivate it (please note that the account shall remain active if there are outstanding sales to be completed). We may also withdraw the StyleSwap Platform and/or terminate our relationship for any reason without notice, at any time and without liability to you.
    • Where you have agreed to provide Ambassador Services to us under a Commercial Summary, you may not terminate this Agreement until all Ambassador Services have been performed in accordance with the Agreement (unless we are in breach of our obligations to you in respect of the Ambassador Services in which case you may terminate upon 5 days Written notice of such default).
    • StyleSwap has the right to restrict or suspend access to the StyleSwap Platform (or any part of it), and/or to terminate this Agreement immediately by Written notice upon the occurrence of any of the following events:

• you fail to cure a material curable breach of this Agreement within 10 days after notice of default from StyleSwap;
• you commit a non-curable breach of this Agreement; or
• you act or have acted in a way that could negatively affect or damage StyleSwap’s reputation with Customers or potential Customers, and any StyleSwap partner.
  • If we restrict or suspend access to the StyleSwap Platform (or any part of it) and/or to terminate this Agreement, we will provide you with our reasons on or before the date on which the restriction or termination becomes effective, in order to give you the opportunity to clarify the facts and circumstances.
  • If you or we end your use of the StyleSwap Platform as described in this clause, we may delete or modify the Curator Content, Account or any other information we hold about you. You will also lose any rights you have to use the StyleSwap Platform or access our content or your Curator Content. We will not offer you compensation for any losses. You should note that even if your Account is deactivated, some of your data may persist and appear within the StyleSwap Platform, for example where your Curator Content has been re-shared, liked or commented on by others.
  • Clauses that by their nature are intended to survive expiration or termination of this Agreement shall survive termination.
  • StyleSwap shall, upon request by you within the 30 days following termination, provide to you a list of transaction data relating to the sale of Products concluded on StyleSwap Platform, in StyleSwap’s standard format (after which StyleSwap may delete such data).
  • On or after termination, immediately upon request by SytleSwap, you will remove any Contribution from any of your social media channels as directed by StyleSwap.

11. Liability
    • We do not limit or exclude any liability which cannot be legally limited or excluded (including death or personal injury caused by negligence, and fraud).
    • Although it is our intention that the StyleSwap Platform is available as much as possible, there may be occasions when it may be interrupted, including for scheduled maintenance, upgrades and emergency repairs, or due to failure of telecommunication links and/or equipment. The StyleSwap Platform and any content contained therein is provided on an “as available” and “as is” basis. We do not give any commitment relating to the performance or availability of the StyleSwap Platform in these Terms. You accept that the internet may be subject to breaches of security and that the submission of Curator Content or other information may not be secure.
    • We are not responsible or liable for any loss or harm caused by viruses, worms or other programmes designed to impair the StyleSwap Platform.
    • StyleSwap is not responsible or liable for any third party links/websites/products which may be accessed by you via the StyleSwap at your sole option and subject to the separate terms and conditions of such third party.
    • To the maximum extent permitted by the law, our total responsibility for any claims relating to the sale of a Product is limited to the Commission payable in connection with the sale of that Product.
    • For any other claims arising out of the provision of the StyleSwap Platform (including without limitation any dispute between users, in relation to any content you access via the StyleSwap Platform, or any other user you interact with), we do not accept any responsibility whatsoever (whether arising in contract, tort otherwise), except where we cannot disclaim, exclude or limit responsibility by law (such as death and/or personal injury caused by our negligence).
    • We will never be responsible for any loss or damage that is not reasonably foreseeable and we will never be responsible for indirect losses and/or financial and business loss, or loss of goodwill or reputation.

12. Miscellaneous
    • Neither Party shall make public or disclose to any person information concerning the exact commercial details of this Agreement (other than to the extent required by law).
    • Both parties shall comply with their obligations under Applicable Data Protection Law. StyleSwap shall process your personal data in accordance with its privacy policy.
    • No failure or delay by StyleSwap to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy by StyleSwap shall prevent or restrict the further exercise by StyleSwap of that or any other right or remedy.
    • Nothing in this Agreement or in StyleSwap’s relationship with you is intended to create or may be construed as creating the relationship of employer and employee between the us, or a worker relationship. You agree that you are an independent contractor operating in business for your own account, who may utilise the StyleSwap Platform on the terms of this Agreement.
    • Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture or franchise between us, constitute either Party the agent of the other Party.
    • You may not sell, assign, or transfer this Agreement or delegate the performance of any obligations without the prior written consent of StyleSwap. If you are a company, any change in ownership of the company without StyleSwap’s consent will be deemed to be an unauthorized assignment of this Agreement. “Change in ownership” includes, but is not limited to, entry of one or more new owners, exit of one or more existing owners, changes in the ownership distribution among existing owners, merger of the company or business with another company or business, or sale of a major portion of the company’s assets.
    • Each party agrees that it shall have no remedies in respect of any representations, understandings, agreements, terms or conditions (whether made innocently or negligently) not contained or referred to in this Agreement.
    • This Agreement and the relationship between us is governed by and will be interpreted in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle all actions, claims, disputes and proceedings arising out of or relating directly or indirectly to this Agreement or any ancillary agreement or any other related obligations (save that nothing shall prevent StyleSwap from enforcing any intellectual property rights or confidentiality rights in another jurisdiction).
    • This Agreement is drafted in the English language. If this Agreement is translated into any other language, such translation is for convenience only and the English language version shall prevail. Any notice given under or in connection with this Agreement shall be in the English language.
    • This Agreement does not give rise to any rights of third parties to enforce any term of this Agreement (including under the Contracts (Rights of Third Parties) Act 1999).