TERMS AND CONDITIONS

1. Introduction

1.1. The Farfetch Second Life programme (the “Programme”) is operated by FARFETCH UK Limited (a company registered in England and Wales with company number 06400760 and its registered office at The Bower, 211 Old Street, London, EC1V 9NR, herein referred to as “FARFETCH”), in partnership with Upteam Ltd (“Upteam”); FARFETCH and Upteam, together with their affiliates and subsidiaries, shall be referred to herein as “we”, “us”, “ours”.

1.2. FARFETCH also provides e-commerce service to third party fashion brands and boutiques and operates a fashion e-retail portal at www.farfetch.com.

1.3. We are delighted that you have decided to sell your Product(s) (as defined below) via www.farfetch.com/positively-Farfetch/secondlife (the "Website") in consideration of Farfetch Credits (as defined below). By using the Website, you are entering into an agreement with FARFETCH for all Website related services and by accepting an Offer (as defined in clause 1.5 “How does the programme work” below) you are entering into an agreement with Upteam.

1.4. This document sets out (i) the terms of your participation in the Programme; and (ii) the terms upon which you agree to sell your Product(s) to Upteam (together the “Seller Terms and Conditions”).

1.5. How does the programme work?

1.5.1. If you decide to participate in the Programme and sell Product(s), you will be required to submit details of such Product(s) for our consideration. Upon such consideration, Upteam may bid to purchase your Product(s) by making you an offer in Farfetch Credits (as defined below) (the “Offer”). If you accept the Offer, you will be required to send the Product(s) to Upteam for assessment via the Pick-Up Service (as defined below).

1.5.2. If your Product(s) passes the relevant inspections, the purchase of your Product(s) shall be finalised; title to your Product(s) (ownership) shall pass to Upteam and Upteam shall instruct FARFETCH to credit your Farfetch Account (as defined below) with Farfetch Credit in the amount of the Offer you accepted.

1.5.3. The contract for the purchase of your Product(s) is formed once the Farfetch Credit is assigned to your Farfetch Account. Such contract is between you and Upteam. This means that Upteam (not FARFETCH) is legally purchasing Product(s) from you. FARFETCH is appointed by Upteam to act as paying agent on its behalf.

1.6. You acknowledge that these Seller Terms and Conditions are in electronic form and have the same force and effect as an agreement in writing.

2. Definitions and Interpretations

In these Seller Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings:

“Business Days” – means a day where banks in the Territory are open for business;

“Farfetch Account” - means your personal account on www.farfetch.com;

“Farfetch Credit” has the meaning given in clause 8;

“Offer” - means the amount of Farfetch Credit offered to you by Upteam in consideration of your Product(s);

“Pick-up Service” - means collection & transport service offered by Upteam to facilitate the transport of your Product(s) to Upteam for quality assessment;

“Product(s)” – means pre-owned luxury fashion products as accepted from time to time and indicated on the Website;

“Product Submission” - means a submitted Webform which contains specific details of your Product(s) and its condition, including required photographs of the Product(s) as instructed in the Webform;

“Purchase Confirmation Email” - means the email confirming the successful inspection of your Product(s) and the amount of Farfetch Credits amount to be credited to your Farfetch Account;

“Services” - means the services which are provided by FARFETCH and Upteam in relation to the Programme;

“Shipping Documents” - means the documents made available to you via email once you accept an Offer, and which are required to transport Product(s) to Upteam for physical inspection;

“Webform” - means the electronic form which must be completed by you on the Website, containing the Product Submission (as defined above) as well as certain contact information;

“you/your” - means an individual exercising their rights under these Seller Terms and Conditions.

3. Application of Seller Terms and Condition

3.1. These Seller Terms and Conditions set out the only conditions under which we are prepared to deal with you and any supply of Product(s) by you to Us shall be on these Seller Terms and Conditions, to the exclusion of any other rights. You agree to waive any right which you might otherwise rely on.

3.2. These Seller Terms and Conditions apply to all Products and any related materials supplied by you and any variation to these Seller Terms and Conditions will only be effective if expressly agreed in writing by Us.

3.3. By using the Website to submit a Product for sale, you are confirming your acceptance of these Seller Terms and Conditions.

4. Product Information

4.1. All Products submitted via the Website are subject to approval by us. As part of this approval process, you are required to complete the Webform which will be made available on the Website.

4.2. The Webform requires you to provide us with accurate and complete details of Product(s) including (but not limited to) condition, age, and materials as well as photographs of Product(s).

4.3. You will be responsible for the accuracy and completeness of the information provided in the Webform and you warrant that the information you submit is correct and accurate and it does not infringe a third party’s rights.

5. Offer to Purchase

5.1. Once you have submitted your Webform, your Webform will be evaluated by Upteam, who may bid to purchase your Product(s) in consideration of Farfetch Credit (an “Offer”). The Offer will be communicated to you via email (the “Offer Email”).

5.2.Upon receiving the Offer Email, you have the option of accepting or rejecting such Offer. Your acceptance of the Offer indicates that you are willing to sell your Product(s) in consideration of the value of Farfetch Credits offered.

5.3. If you reject an Offer, the process will terminate and relevant Webform you submitted shall be deleted from our systems.

5.4. If you do not accept the Offer within fifteen (15) Business Days, the Offer will automatically lapse.

5.5. If the Offer lapses, or you reject the Offer, you may re-submit the same Product(s) for sale by submitting a new Webform. The process detailed above shall apply and Upteam retains the right to reject re-submitted Product(s) or make a different Offer at their discretion.

5.6. If you wish to accept the Offer, you can indicate your acceptance by clicking on the “accept button” in the Offer Email, which will navigate you to the Website, where you will be required to click on a second “accept” button to formalise your acceptance of the Offer.

5.7.Your acceptance of the Offer shall constitute your commitment to proceed with the transaction, subject to the Product(s) passing the relevant assessments. Once you have accepted an Offer, you will be required to send your Product for inspection.

6. Sending Your Products for Inspection

6.1. If you’ve accepted an Offer, you will be directed to a webpage which will ask you to arrange for your Product(s) to be sent to Upteam for physical inspection, at our cost. Depending on your location, you may choose to (i) have the Product(s) collected from your address; or (ii) take the Product(s) to a drop-off location. Please note that the drop-off option may not be available in all territories and Farfetch reserves the right to discontinue this option at any time during the lifetime of the Programme.

6.2. Once you select your preferred method of transport, you will be emailed Shipping Documents, which will include a shipping label stipulating the relevant destination address. If you select the drop-off service, you will be emailed a list of participating drop-off points, from which you may select the most convenient one.

6.3. You are responsible for packing your Product(s) (and any related accessories related to the Product(s), including identification and authenticity cards) in suitable packaging for transport to the destination shown on the shipping label and you must affix the shipping label provided to your parcel.

6.4. Sending us a Product(s) which does not match the Webform may be deemed unfit for purchase and returned to you at the address provided in the Webform, at our cost.

6.5. If you have selected the pick-up option, and the original pick-up date/time is no longer suitable, you may re-arrange a collection up to a maximum of three (3) times. After the third scheduled collection, if a pick-up is not completed, the Offer will lapse and expire. This means your Product(s) will no longer be in the process and the Webform will be deleted from our system.

6.6. Once Product(s) is in the possession of the courier, a tracking number will be provided to you via email or on a proof of postage receipt and you may contact FARFETCH using the transaction details provided to you if you need further information. If you have selected the drop-off option, please ensure you keep a copy of the proof of postage receipt. We will need this as evidence should your Product(s) be lost in transit. If you are not able to produce a proof of postage receipt, FARFETCH shall not be liable to you for your Product(s).

6.7. Once the Product(s) is in the possession of the courier, liability and risk for the Product(s) shall transfer to Upteam.

6.8. Please note:

6.8.1. if your Product is not collected by the courier; or

6.8.2. you fail to comply with the instructions provided regarding the drop-off service (including taking your Product(s) to the wrong drop-off location); or

6.8.3. if you send your Product(s) with an independent service (at your own cost, or otherwise), which is not our selected courier, liability and risk for the Product(s) shall remain with you and neither FARFETCH nor Upteam shall bear any liability for these Product(s).

7. Buying Your Products

7.1. Within nine (9) Business Days of Upteam receiving Product(s), Upteam will manually inspect a Product to assess its condition and authenticity.

7.2. If such Product(s) passes our inspections: (a) you will receive an email confirming the same (the “Purchase Confirmation Email”); (b) title (ownership) to the Product(s) passes to Upteam; and (c) Upteam shall instruct FARFETCH to credit your Farfetch Account with the relevant amount of Farfetch Credit.

7.3. If Product(s) received is damaged, in bad condition or does not match the Product Submission, the Product(s) will be deemed unfit for purchase and returned to you at the address provided in the Product Submission, at our cost. The Offer shall lapse, and Upteam shall not be required to proceed with the purchase transaction.

7.4. Should we deem (in our absolute discretion) at any time that any Product(s) is counterfeit, we shall return the Product(s) to you within a reasonable period, at our cost.

8. Farfetch Credits

8.1. Farfetch Credit is a term we use to refer to ‘store credit’ which can be used on www.farfetch.com (“Farfetch Credit”). Once assigned to your account, you will be able to view your Farfetch Credit balance in the Farfetch Account section, visible once you log-in.

8.2. 1 Farfetch Credit = 1 £, €, $, AUD$, AED, SAR (depending on your local currency).

8.3. You will not receive any cash payment in consideration of your Product(s) and you agree that the Farfetch Credit issued to you constitutes valid and sufficient consideration for the sale of your Product(s).

8.4. Farfetch Credit cannot be exchanged for cash or withdrawn from your Farfetch account.

8.5. Use of Farfetch Credit on www.farfetch.com shall be subject to the terms and conditions specified on www.farfetch.com.

9. Warranties

9.1 You warrant to Us that:

9.1.1. you are over 18 years of age;

9.1.2. you purchased the Product(s) from an authorised outlet or equivalent;

9.1.3. you own the Product(s), and you have the legal right, title and interest to sell your Product(s) in the country you live in;

9.1.4. the Product Submission you provide to us shall be complete, accurate and truthful;

9.1.5. the Product(s) is authentic, not counterfeit and safe, as required by applicable product safety laws;

9.1.6. the Product(s) has not been modified, customised, or amended in any way;

9.1.7. neither the Product Submission nor your Product(s) violate any law, statute or regulation;

9.1.8 the Product Submission is not defamatory, libellous, unlawfully threatening or unlawfully harassing;

9.1.9 neither the Product Submission nor your Product(s) are obscene or pornographic and do not contain child pornography;

9.1.10. the Product(s) is in a clean and hygienic condition, free from soiling;

9.1.11. the Product(s) is free from infestations, such as by moths, other insects, larvae and other live organisms;

9.1.12. By submitting a Product Submission Form you agree to grant Farfetch a royalty-free, non-exclusive, sublicensable licence on a worldwide basis to use the content you sub9.1.12. neither the Product(s) nor the Product Submission infringe on any third party’s intellectual property rights (including copyrights, trademarks, patents, trade secrets or other proprietary rights).

9.2 We require all Product(s) containing exotic skin & submitted to the Programme to have CITES (the Convention on International Trade in Endangered Species of Wild Fauna and Flora) certification and we will not accept such submissions unless permitted according to CITES and IUCN (International Union for Conservation of Nature).

9.3. For the avoidance of doubt, attempting to sell counterfeit (‘fake’) goods or products which breach clause 9.2 will amount to a breach of the warranty set out in clause 9.1.

9.4. By participating in the Programme, you agree to indemnify us from all claims or losses sustained by us as a result of your breach of these representations and warranties.

10. Intellectual Property Rights

By submitting a Webform you agree to grant FARFETCH a royalty-free, non-exclusive, sublicensable licence on a worldwide basis to use the content you submit via the Webform, including any images contained therein, in perpetuity, for any purpose (including commercial).

11. Privacy Policy

We only use your personal information in accordance with our Privacy Policy. Please take the time to read this carefully, as it includes important information about how we collect and use your data. By using the Website, you consent to the use of your data as described in our Privacy Policy and you warrant that all data provided by you is accurate.

12. Other Information

12.1 Please note that we only provide the Website for domestic and private use and as such, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to you if such failure or delay is caused by an event outside of our control. An event outside of our control means any act or event beyond our reasonable control, such as act(s) of God, wars, terrorist attacks, embargos, riots, strikes, lock-outs, trade disputes, fires, floods, earthquakes, pandemics or other natural disasters, break-down, inclement weather, interruption of transport, government action or failure of public or private telecommunications or transport networks.

13. Indemnification

13.1. By accessing the Website and using the Services, you agree to be bound by these Seller Terms and Conditions. You further agree that you shall defend, indemnify and hold us, our licensors and their respective parent organisations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

13.1.1. your violation or breach of any term of these Seller Terms and Conditions or any applicable law or regulation;

13.1.2. your violation of any rights of any third party;

13.1.3. any unauthorised use of the Services; or

13.1.4. your negligence or wilful misconduct.

14. Entire Agreement

Neither party to this agreement shall have any remedy in respect of any untrue statement (whether written or oral) made to it upon which it relied in entering into this agreement, and neither party shall have any liability other than subject to the express terms of this agreement. Nothing in this paragraph, however, shall exclude or limit a party’s liability for fraudulent misrepresentation.

15. Third Party Rights

This agreement is made solely for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person or third party.

16. Waiver

A waiver of any right under these Seller Terms and Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

17. Severance

If any provision of these Seller Terms and Conditions is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If the invalid, illegal or unenforceable provision could be amended or deleted to make it valid, legal and enforceable, appropriate.

18. GOVERNING LAW AND JURISDICTION

18.1. European Union (EU) and United Kingdom (UK)

18.1.1. Disclaimer: This clause 18.1 governs your participation in the Programme (as defined above) to the extent you are based in the European Union member states, the United Kingdom, Switzerland, Monaco, and the European microstates.

18.1.2. Governing Law:

a) These Seller Terms and Conditions and any disputes or claims arising out of or in connection with it or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law and the exclusive jurisdiction of the English courts.

b) Each party irrevocably agrees that the courts of England will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

c) Nothing in these Seller Terms and Conditions affects your applicable statutory consumer rights. If you are a consumer, you can also bring claims against us in the courts of the country you live in.

18.2. Australia

18.2.1. Disclaimer: This clause 18.2 governs your participation in the Programme (as defined above) to the extent you are based in Australia.

18.2.2. Governing Law and Jurisdiction

18.2.3. Nothing in these Seller Terms and Conditions restricts, excludes or modifies or purports to restrict, exclude or modify any statutory consumer rights under any applicable law including the Competition and Consumer Act 2010 (Cth).

18.2.4. If you are a Consumer, as that term is defined under Schedule 2 Cth (the “Australian Consumer Law”), guarantees (“Statutory Guarantees”) may apply to the Programme, Services, and Website that cannot be excluded. For major failures with the Programme, Services or Website, you are entitled:

i. to cancel your contract with us; and

ii. to a refund for the unused portion; or

iii. to compensation for its reduced value.

18.2.5. you are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the Services or Website rectified in a reasonable time and, if this is not done, to cancel the contract and obtain a refund for the unused portion of the contract.

18.2.6 Notwithstanding the above, if the Programme, Services and/or Website fail to meet any Statutory Guarantee, and the Services are not of the kind ordinarily acquired for personal, domestic or household use, FARFETCH’s liability to you for failure to meet such Statutory Guarantee is limited to doing any one or more of the following (at FARFETCH’s election).

i. the re-supply of the Services; or

ii. the payment of the cost of re-supplying the Services.

18.3. United States of America (USA)

18.3.1. Disclaimer : This clause 18.3 governs your participation in the Programme (as defined above) to the extent you are based in the United States of America.

18.3.2. Contracting Entity: FARFETCH operates the Programme in partnership with Upteam Ltd (“Upteam”). Upteam operates e-retail platforms for authentic luxury fashion items via online and offline channels.

18.3.3. Governing Law and Jurisdiction

a) These Seller Terms and Conditions, your use of the Services, and any disputes or claims arising out of or in connection with it or their subject matter or formation (including non-contractual disputes or claims) will be governed by the AAA Rules (as defined below) and the laws of the State of California, excluding its conflicts of law rules.

b) Your use of the Services may also be subject to other local, state, national, or international laws.

18.3.4. Interpretation: you, Upteam, and FARFETCH agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Seller Terms and Conditions.

18.3.5. Disclaimer of Warranties: You are solely and fully responsible for your use of the Services. You expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the Services (including, without limitation, any third party materials, third party software or services) are provided to you on an “as is” and “as available” basis, with all faults and without warranty of any kind, and Upteam and FARFETCH hereby expressly disclaim all warranties and conditions with respect to the Services (including the use, performance and support thereof), either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, title or non-infringement of third party rights, interference with enjoyment, completeness, integration, freedom from defects or disabling devices, uninterrupted use and all warranties implied from any course of dealing or usage of trade. No oral or written information or advice given by Upteam, FARFETCH or its authorised representatives shall create a warranty. Some jurisdictions do not allow the exclusion of implied warranties so some or all of the above exclusions may not apply to you.

18.3.6. Limitation of Liability

a) To the extent not prohibited by law, you agree that in no event will Upteam and and/or FARFETCH be liable:

i. for damages of any kind, including direct, indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption or any other damages or losses, arising out of or related to your use or inability to use the Services), however caused and under any theory of liability, whether under these Seller Terms and Conditions or otherwise arising in any way in connection with the Services or these Seller Terms and Conditions and whether in contract, strict liability or tort (including negligence or otherwise) even if Upteam and/or FARFETCH has been advised of the possibility of such damage; or

ii. for any other claim, demand or damages whatsoever resulting from or arising out of or in connection with these Seller Terms and Conditions or the delivery, use or performance of the Services.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you. Upteam and FARFETCH total liability to you for any damages finally awarded shall not exceed the total amount paid by you in connection with your use or sale of goods via the Services. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

18.3.7. Essential Terms: You agree that the above limitations of liability together with the other provisions in these Seller Terms and Conditions that limit liability are essential terms of these Seller Terms and Conditions and that Upteam and/or FARFETCH would not be willing to grant you the rights set forth in these Seller Terms and Conditions but for your agreement to the above limitations of liability. You are agreeing to these limitations of liability to induce Upteam and FARFETCH to grant you the rights set forth in these Seller Terms and Conditions.

18.3.8. Arbitration Agreement and Class Action Waiver

a) Informal Process First. You agree that in the event of any dispute between you and Upteam and/or FARFETCH, you will first contact Us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

b) After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services and/or Upteam’s products, including the Services, or relating in any way to the communications between you and Us or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you, Upteam and/or FARFETCH. However, this arbitration agreement does not:

i. govern any Claim by Upteam and/or FARFETCH for infringement of its intellectual property or access to the Services that is unauthorised or exceeds authorisation granted in these Seller Terms and Conditions; or

ii. bar you from making use of applicable small claims court procedures in appropriate cases.

c) Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you, Upteam and/or FARFETCH are each waiving the right to a trial by jury or to participate in a Class Action. This arbitration provision will survive any termination of these Seller Terms and Conditions. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to 6359 Paseo Del Lago, Carlsbad, CA 92011. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Otherwise, the arbitration will be conducted in San Diego, CA. The arbitration will be conducted in the English language. California law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You and We will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules, but if the applicable arbitration rules or laws require Upteam to pay a greater portion or all of such fees and costs in order for this clause 18.3.8 to be enforceable, then Upteam will have the right to elect to pay the fees and costs and proceed to arbitration or to decline to do so and have the matter resolved through the courts. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” clause below. If you do not want to arbitrate disputes with Upteam and you are an individual, you may opt out of this arbitration agreement by sending an email to info@luxclusif.com within thirty (30) days of the first of the date you access or use the Services.

d) Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiffs, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

e) The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Upteam and FARFETCH each waive any right to a jury trial.

18.4. Middle East

18.4.1. Disclaimer: This clause 18.4 governs your participation in the Programme (as defined above) to the extent you are based in the United Arab Emirates, Kuwait or Saudi Arabia.

18.4.2. Governing Law and Jurisdiction