TERMS AND CONDITIONS

Disclaimer: The terms & Conditions below are applicable for the United States.

Please note that Farfetch operates its Farfetch Second Life program in partnership with another company who you will see referenced in our terms and conditions below. Capitalised terms used herein shall have the meaning given to them in the DEFINITIONS section 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.

Farfetch has partnered with Fashionphile Group, LLC (the “Company”, “Fashionphile”). The Company is a vintage bag, apparel, and accessories curator, who distributes authentic pre-owned luxury brand items of high quality and good condition, via online and offline channels selling pre-owned fashion and accessories (the “Products”).

We are delighted that you have decided to sell your Products via www.Farfetch.com/positively-Farfetch/secondlife (the "Website"). Farfetch and the Company shall together be referred to as “Us” where the context so requires herein.

We understand that you wish to sell your own Product(s) under the buyback programme made available by Farfetch and the Company under the name “Farfetch Second Life” (the “Programme”). This document sets out (i) the terms of your participation in the Programme, (ii) the terms upon which you agree to sell your Products to the Company; and (iii) the provision of certain services provided to you by the Company and Farfetch (together the “Terms”).

If you decide to participate in the Programme and sell Products, you will be required to submit details of such Products for our consideration. Upon such consideration, the Company may bid to purchase your Product 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 to the Company for assessment via the Pick-Up Service (as defined below). The Company’s details shall be specified on the Shipping Documentation issued to you once you have arranged a Pick-Up (as defined below). If your Product passes the relevant assessments, the Company shall authorise Farfetch to credit your FARFETCH Account (as defined below) in the amount of the Offer you accepted.

The contract for the purchase of the Products is formed once the Farfetch Credit is assigned to your Farfetch Account. Such contract is between you and the Company specified on the Shipping Documents. This means that the Company (not Farfetch) is legally responsible for purchasing Products from you. Farfetch is appointed by such Company to act as paying agent on their behalf.

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

DEFINITIONS AND INTERPRETATIONS

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

‘’Company’’ – means the Company identified above;

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

“Offer” - means the amount of Farfetch Credit offered to you by the Company in consideration of your Product;

“Pick-up Service” - means the Company’s collection of your Products for quality assessment;

“Product Submission” – means a submitted Webform which contains details of your Product, it’s condition and photographs;

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

“Services” - means the services which are provided by Us to you in relation to the Programme;

“Shipping Documents” – means the documents made available to you by the Company whose Offer you accepted, and which are required to for Product transport ;

“We/Us” - means Farfetch and the Company together with our affiliates and subsidiaries;

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

“Website” – means www.farfetch.com/positively-Farfetch/secondlife;

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

1. APPLICATION OF TERMS

1.1 These Terms set out the only conditions under which We are prepared to deal with you and any supply of Products by you to Us shall be on these Terms, to the exclusion of any other rights. You agree to waive any right which you might otherwise rely on.

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

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

2. PRODUCT INFORMATION

2.1 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.

2.2 The Webform requires you to provide Us with accurate and complete details of the Product including (but not limited to) its condition, age and materials as well as photographs of the Product.

2.3 You will be responsible for the accuracy and completeness of the information provided in the Webform.

3. OFFER TO PURCHASE

3.1 Once you have submitted your Webform, your Webform will be evaluated by the Company who may bid to purchase your Product in consideration of Farfetch Credit.

3.2 Upon receiving the email detailing the Offer value, you have the option of accepting or rejecting such Offer. Your acceptance of the Offer indicates that you are willing to sell your Product in consideration of the value of Farfetch Credits offered.

3.3 If you do not accept the Offer within 15 business days, the Offer will automatically lapse.

3.4 If the Offer lapses, or you reject the Offer, you may re-submit the same Product for sale by submitting a new Webform. The process detailed above shall apply and the Company retains the right to reject your Product or make an Offer at their discretion. Such Offer may differ from the same Offer as Offers are subject to change.

3.5 Your acceptance of the Offer communicated to you shall be executed by your selection of the “accept” button on the Farfetch Second Life Offer Page, which is linked in the email you receive detailing the Offer.

3.6 Your acceptance of the Offer shall constitute your commitment to proceed with the transaction, subject to the Product passing the relevant assessments, and your irrevocable acceptance of the Offer value.

4. SENDING YOUR PRODUCTS FOR INSPECTION

4.1 After you accept an Offer, you will be directed to a webpage which will ask you to arrange for your Product to be sent to the Buying Partner for physical inspection. Depending on your location, you may choose to (i) have the Product collected from your address by our Courier; or (ii) take the Product to a drop-off location operated by our Courier. 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.

4.2 Once you select your preferred method of transport, you will be emailed Shipping Documents, which will include a shipping label stipulating the identity of the Buying Partner and 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.

4.3 You are responsible for packing your Product (and any related accessories related to the Product, 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.

4.4 Sending us a Product which does not match the Product Submission Form may be deemed unfit for purchase and returned to you at the address provided in the Product Submission Form, at our cost, using the Courier.

4.5 The relevant Buying Partner will be responsible for all shipping costs incurred in the transport of the Product.

4.6 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 with the Courier. After the third scheduled collection, if a pick-up is not completed, the Offer will lapse and expire. This means your Product will no longer be in the process and the Product Submission Form will be deleted from our system.

4.7 Once the Product 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 be lost in transit. If you are not able to produce a proof of postage receipt, Farfetch may not be liable to you for your Product.

4.8 Once the Product is in the possession of the Courier, liability and risk for the Product shall transfer to the Buying Partner.

4.9 Please note:

4.9.1 if your Product is not collected by the Courier;

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

4.9.3 if you send your Product with an independent service (at your own cost, or otherwise), which is not the Courier,

liability and risk for the Product shall not pass to neither the Buying Partner, Farfetch nor Azura, and shall such liability shall remain with you.

5. BUYING YOUR PRODUCTS

5.1 Upon receipt of your Product, and within nine (9) business days, the Company will (i) manually inspect the Product to assess condition and authenticity; and (ii) if the Product passes such inspection, Farfetch Credits in the value of the Offer will be assigned to your Farfetch Account, subject to the terms specified herein.

5.2 The contract of sale between you and the Company shall be effected once the Farfetch Credits are assigned to your Farfetch Account.

5.3 If the Product is severely damaged, in bad condition or does not match the Product Submission, the Product 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 the Company shall not be required to proceed with the transaction.

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

5.5 If inspection is successful, the Company shall accept the Product and you will receive a Purchase Confirmation Email from Farfetch.

6. FARFETCH CREDITS

6.1 Farfetch Credits must be used on www.Farfetch.com. You will be able to view your Farfetch Credit balance once you log into your Farfetch Account.

6.2 You will not receive any cash payment in consideration of your Product and Farfetch Credit cannot be exchanged for cash.

6.3 FARFETCH Credit does not expire and can be used to purchase any item on www.Farfetch.com.

6.4 Products purchased using Farfetch Credit on www.Farfetch.com shall be refunded in Farfetch Credit.

7. WARRANTIES

7.1 You warrant to Us that:

a) you are over 18 years of age;

b) you own the Product and you have the legal right, title and interest to sell your Product;

c) the Product Submission you provide to Us shall be complete, accurate and truthful;

d) the Product is authentic and not counterfeit;

e) neither the Product Submission nor your Product violate any law, statute or regulation;

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

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

h) the Product is in a clean and hygienic condition, free from soiling;

i) the Product is free from infestations, such as by moths, other insects, larvae and other live organisms;

j) neither the Product nor the Product Submission infringe on any third party’s intellectual property rights (including copyrights, trademarks, patents, trade secrets or other proprietary rights); and

7.2 We require all exotic skin products listed to have CITES certification and 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).

7.3 For the avoidance of doubt, attempting to sell counterfeit (‘fake’) goods or products which breach clause 7.2 will amount to a breach of the warranty set out in clause 7.1.

7.4 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.

8. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

8.1 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.

8.2 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 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.

8.3 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

8.4 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 wilful misconduct.

9. PRIVACY POLICY

9.1 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.

10. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

10.1 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.

10.2 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 info@fashionphile.com within thirty (30) days of the first of the date you access or use the Services.

10.3 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.

10.4 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.

11. THIRD PARTY RIGHTS

11.1 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.

11.2 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 or the Company’s 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.

12. ENTIRE AGREEMENT

12.1 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 party’s liability for fraudulent misrepresentation.

13. SEVERANCE

13.1 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.

14. WAIVER

14.1 A waiver of any right under these Terms 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.

15. SEVERANCE

15.1 If any provision of these Terms 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.

16. GOVERNING LAW AND JURISDICTION

16.1 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.