TERMS AND CONDITIONS
Disclaimer: The Terms & Conditions below are applicable for United States.
Please note that Farfetch operates its Farfetch Second Life programme in partnership with another company who you will see referenced in these terms and conditions below. Farfetch UK Limited is a company registered in England and Wales with company number 06400760 and its registered office at The Bower, 211 Old Street, London, EC1V 9NR (“Farfetch”). Farfetch is a company which provides e-commerce service to third party fashion brands and boutiques and operates a fashion e-retail portal at www.farfetch.com.
We understand that you wish to sell your own product(s) under a buyback programme made available by Farfetch and Fashionphile Group, LLC (“Fashionphile” or “we” ) under the name “Farfetch Second Life” (the “Programme”) via www.farfetch.com/positively- farfetch/secondlife (the "Website"). References to “us” and/or “we” herein shall mean Farfetch and Fashionphile together as the context requires. These terms and conditions (“Seller Terms and Conditions”) govern your sale of goods to Fashionphile and the use of Fashionphile’s services (the “Services”).
BY USING THE SERVICES TO SELL GOODS, YOU ACCEPT ALL OF THE PROVISIONS OF THESE SELLER TERMS AND CONDITIONS AND REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE SELLER TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE SELLER TERMS AND CONDITIONS, THEN YOU ARE NOT AUTHORIZED TO SELL GOODS USING ANY OF FASHIONPHILE’S OR FARFETCH’S SERVICES.
These Terms and Conditions include (I) AN ARBITRATION PROVISION, (II) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US, AND (III) a release by you of all claims for damage against us that may arise out of your use of the Services. By using any of THE SERVICES, you agree to THESE PROVISIONS.
We will not allow the submission of exotic skin unless permitted according to CITES (the Convention on International Trade in Endangered Species of Wild Fauna and Flora) and IUCN (International Union for Conservation of Nature).
You acknowledge and agree that although you will receive Farfetch credit into your personal account on Farfetch.com (“Farfetch Account”) in consideration for the purchase of your product, the contract for the sale of such product is between you and Fashionphile. Farfetch is appointed by Fashionphile to act as paying agent on our behalf. Farfetch also provides customer service assistance on behalf of itself and Fashionphile.
For the purposes of these Seller Terms and Conditions, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Seller Terms and Conditions, and that you agree to these Seller Terms and Conditions on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Services as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
All users who sell goods using the Services must accept and comply with the terms and conditions set forth herein. If you have any questions regarding these Seller Terms and Conditions, please contact us via email at email@example.com.
You may sell items to Fashionphile via the Website only on a buyout basis. When you sell your item to Fashionphile on a buyout basis (“Buyout Items”) you will receive Farfetch credit, once Fashionphile accepts your item for resale.
a. Quotes. You may submit to Fashionphile descriptions and pictures of Buyout Items for direct sale on the Website. After receiving your submission, Fashionphile will review your submission. If Fashionphile determines in its sole discretion that your Buyout Item is acceptable for sale, we will email you a price quote for your Buyout Item (“Buyout Offer”). Otherwise, we will notify you that your Buyout Item is not acceptable for sale. If you accept the Buyout Offer, you must deliver your Buyout Item to us for assessment and possible sale. All Buyout Offers are made in U.S. dollars.
b. Quotes are valid for thirty (30) days, at which time they expire. Once a quote has expired, you may resubmit a quote request for a new quote. We request that you do not submit the same item more than one time in a 30 day period, regardless of which account you use.
c. Assessment. Upon receipt of your Buyout Item, Fashionphile will review your Buyout Item to confirm that it is authentic pursuant to Section 2(a) and that its condition is consistent with the description you provided in your original submission.
d. Authentic Items in the Represented Condition. If Fashionphile determines that your Buyout Item is authentic and in the condition described in your original submission, we will issue Farfetch credit to your Farfetch Account for the Buyout Offer.
e. Authentic Items in Different Condition. If Fashionphile determines that your Buyout Item is authentic but not in the condition described in your original submission, then Fashionphile will proceed with the cancellation procedures for Buyout Items described in Section 2(b).
f. Unauthentic Items. If Fashionphile determines that your Buyout Item is not authentic, then Fashionphile will proceed with the cancellation procedures for Buyout Items described in Section 2(b).
g. Pricing. Fashionphile reserves the right to determine prices (to be issued as Farfetch credits) for all Buyout Items in its sole discretion based on comparable prices for items of the same or similar style and condition. Prices for Buyout Items are not guarantees of future credit payment amounts. Fashionphile may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any products sold or services offered through the Services. We reserve the right to change prices for products displayed on the Services, or the Services, at any time, and to correct pricing errors that may inadvertently occur. All such changes shall be effective immediately upon posting of such new product prices to the Services and/or upon making the customer aware of the pricing error.
h. Credits. Subject to these Seller Terms and Conditions, Farfetch will issue Farfetch credit for a Buyout Item once (i) Fashionphile has received, assessed and authenticated the Buyout Item and (ii) you have accepted our final Buyout Offer, including updated Buyout Offers made after our assessment. Farfetch will issue your Farfetch credit to your Farfetch Account.
2. Authenticity & Cancellation
a. Authenticity. You represent and warrant that all Buyout Items are authentic, as determined in Fashionphile’s sole discretion. Buyout Items are not deemed authentic by Fashionphile until received, reviewed, and approved by Fashionphile. Issuance of Farfetch credit for any Buyout Item is not evidence of authenticity. Seller agrees to return any and all funds or cancellation of Farfetch credits, as the case may be, that are issued for such item(s) to Fashionphile.
b. Cancellation. All sales are deemed final at the time of sale. Notwithstanding the foregoing, in the event Fashionphile determines that your Buyout Item is not authentic or is not in the condition described in your original submission, Fashionphile will return to you such Buyout Item at Fashionphile’s sole expense and you will not receive any Farfetch credit into your Farfetch Account.
3. User Content License Grant.
4. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
a. DISCLAIMER. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR YOUR USE OF THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE 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 FASHIONPHILE 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 FASHIONPHILE, FARFETCH OR ITS AUTHORIZED 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.
b. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL FASHIONPHILE AND AND/OR FARFETCH BE LIABLE (A) 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 SELLERS TERMS AND CONDITIONS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF FASHIONPHILE AND/OR FARFETCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE SELLERS 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. FASHIONPHILE AND FARFETCHS 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.
c. 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 Fashionphile 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 Fashionphile and Farfetch to grant you the rights set forth in these Seller Terms and Conditions .
d. Indemnification. By entering into these Seller Terms and Conditions and using the Services, you agree that you shall defend, indemnify and hold Fashionphile and/or Farfetch, their licensors and their respective parent organizations, 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: (a) your violation or breach of any term of these Seller Terms and Conditions or any applicable law or regulation, (b) your violation of any rights of any third party, (c) any unauthorized use of the Services, or (d) your negligence or willful misconduct.
5. ARBITRATION AND CLASS ACTION WAIVER
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
Class Action Waiver
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 plaintiff, 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.
If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor 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 Fashionphile and Farfetch each waive any right to a jury trial.
1. Informal Process First. You agree that in the event of any dispute between you and Fashionphile 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.
2. Arbitration Agreement. 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 Fashionphile’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,Fashionphile and/or Farfetch. However, this arbitration agreement does not (a) govern any Claim by Fashionphile and/or Farfetch for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Seller Terms and Conditions or (b) bar you from making use of applicable small claims court procedures in appropriate cases. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve 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,Fashionphile 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 Fashionphile to pay a greater portion or all of such fees and costs in order for this Section 5 to be enforceable, then Fashionphile 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” section below. If you do not want to arbitrate disputes with Fashionphile and you are an individual, you may opt out of this arbitration agreement by sending an email to firstname.lastname@example.org within thirty (30) days of the first of the date you access or use the Services.
6. General Provisions
1. Modifications. We may modify these Seller Terms and Conditions at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Revised” date at the top of these Seller Terms and Conditions. If we make changes that are material, we may use reasonable efforts to attempt to notify you, including by email or placing a prominent notice on the Website. However, it is your sole responsibility to review the Seller Terms and Conditions from time to time to view any such changes. Your continued access or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Seller Terms and Conditions. If you do not agree with the modifications to the Seller Terms and Conditions, then please do not access or use the Services to sell goods.
2. Violations. If we believe you are violating these Seller Terms and Conditions, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement.
3. Injunctive Relief. You agree that a breach of these Seller Terms and Conditions will cause irreparable injury to us for which monetary damages would not be an adequate remedy and Fashionphile and/or Farfetch shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
4. Miscellaneous. These Seller Terms and Conditions will inure to the benefit of and will be binding upon each party’s successors and assigns. These Seller Terms and Conditions and the licenses granted hereunder may be assigned by Fashionphile and/or Farfetch but may not be assigned by you without the prior express written consent of Fashionphile and/or Farfetch. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Seller Terms and Conditions will be deemed to constitute either party as the agent or representative of the other party or the parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Seller Terms and Conditions due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Seller Terms and Conditions but are for convenience only. You,Fashionphile 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 . The AAA Rules and the laws of the state of California, excluding its conflicts of law rules, govern these Seller Terms and Conditions and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.