EXCHANGE TERM AND CONDITIONS
These terms (Terms) set out the terms and conditions in relation to your Membership with Us at www.swapnation.co.uk, the Services We will provide and the terms on which you may offer or accept items for Exchange on our Website.
By requesting an Account on our Website, you are deemed to have read and accepted these Terms. If you do not agree with these Terms you should not use our Website.
These Terms must be read in conjunction with our General Website User Terms swapnation.co.uk/general-website-user-terms and Privacy and Cookies Policy (Our Policies”) swapnation.co.uk/privacy-policy
Where You request Premium Membership you understand that use of our Services and the Website will be available to you from the Commencement Date and that you may not have a right to cancel – see clause 10.5 for more details.
A. We provide a platform on which You can offer goods on Our Website in Exchange for other goods.
B. The Website offers a means for parties to Exchange goods only and no goods may be placed on the Website in return for payment;
C. You can place Listings on our Website:
o as in Individual only (i.e. not acting in the course of a business);
o You must be resident in the UK;
o You must be over the age of 16. Where you are over the age of 16 but under the age of 18 years of age, your parent or guardian must create an Account for you.
You must only use the Account with their supervision.
You must only use the Account with their supervision.
D. The Parties have agreed that We will allow You to use our Website to submit Listings and/or view Listings and that You will abide with these Terms.
E. The Parties have agreed that We will publish Listings which will allow Members of the Website to contact each other in regards to items offered for Exchange. At no time will a contract come into existence as between us and the Exchangers in relation to the items Exchanged, and any contract formed relating to the Exchange is solely between the Exchangers.
1. Definitions and interpretation
1.1 In this Agreement, unless the context requires otherwise:
Account means an account required to access and/or use certain areas of Our Website;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date means the date on which you accept the Terms (the submission of a Registration request will amount to deemed acceptance);
Exchange(s) means the exchanging of goods which will amount to consideration as between the Exchangers;
Exchangers means the persons entering into the Exchange;
Force Majeure means an event or sequence of events beyond reasonable control preventing the Exchangers or Us delaying from performing the obligations under these Terms save that an inability to Exchange is not a Force Majeure event;
Individual means someone who is not acting within the course of a trade, business or profession;
Intellectual Property Rights means copyright, rights in confidential information, trademarks, service marks and trade names and all similar rights of whatever nature and, in each case, whether registered or not and whether vested, contingent or future and (v) wherever existing;
Listing means a listing on Our Website advertising an item for Exchange;
Member means a user of our Website who registers for an Account;
Membership means the access that You will have to our Services and the Website;
Membership Fee means the amount You agree to pay monthly (in advance) for Premium Membership at such rate as set out on the Website;
Membership Term means the length of time that You have paid for a Premium Membership, which will automatically renew on a monthly basis;
Premium Member is a Member who has paid for Premium Membership;
Premium Membership means You have paid a Membership Fee to access an increased amount of Exchanges that can be Listed monthly, and the access to our Support Services;
Registration means your request for Membership;
Security Device means Your account codes or numbers, passwords and other security devices as may be agreed from time to time between You and Us;
Services means, as the context permits, the Services that We have agreed to provide whether you are a Member or a Premium Member;
Support Services means the email support services that we will provide to Premium Members;
Term means the length of term during which you remain a Member;
We/Us/Our means SwapNation Limited of 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ, a limited company registered in England with company number 11439849. Email email@example.com.
Website means www.swapnation.co.uk
You or Your means the Individual who registers for an Account to become a Member.
1.2 This Agreement is to be interpreted in accordance with the following:
1.2.1 each gender includes the others and the singular includes the plural and vice versa;
1.2.2 references to clauses are to clauses of these Terms;
1.2.3 'including' means including without limitation and general words are not limited by example;
1.2.4 clause headings do not affect the interpretation of these Terms;
1.2.5 a reference to a statute or a statutory provision is a reference to it as in force as at the date of this agreement or amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this agreement;
1.2.6 a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;
1.2.7 references to time will mean London time, unless otherwise stated;
1.2.8 'in writing' means communication by letter or email and written will be interpreted accordingly;
1.2.9 references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and
1.2.10 reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;
1.2.11 references to a Party or Parties means You and Us.
2. Supply of Services
2.1 You may request and Account free of charge.
2.2 As a Member, you may place 1 Listing for a single item once per calendar month;
2.3 As a Premium Member, you may place 5 Listing for single items per calendar month. If You request Premium Membership part way through the month, the full Membership Fee will be payable for that month (a month will run from the first to the last day of each calendar month).
2.4 During Your Membership, We agree to supply, (and Premium Members agree to pay for the Premium Membership) Our Services on the Terms set out in this agreement. The procedure for applying for Membership is set out in clause 3.
2.5 Your Membership will continue until such time as you close Your Account. If Your Account is dormant for a period of more than 6 months then we reserve the right to close the Account without notice to You.
2.6 Premium Membership will automatically renew on a monthly basis (at the relevant price in force at the time of renewal) until such time as You inform us in writing that You wish to cancel Your Premium Membership. You can cancel Your Premium Membership at any time during the month (but the full fee will still be payable) BUT it must be within 48 hours of the date of renewal. You cannot cancel your Premium Membership within 48 hours of a renewal date.
2.7 We hereby grant You a non-exclusive, non-transferable license to use the Website solely for the purpose of accessing and using the Service in accordance with these Terms and not no other purpose whatsoever.
2.8 For the duration of your Membership these Terms will remain in force.
3. Registration for an Account
3.1 A request for an Account will constitute an offer by You to use Our Services on the basis of these Terms.
3.2 We may accept or reject a Registration request at our discretion. A Registration request will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
3.2.1 Our written acceptance of the request; or
3.2.2 Our supplying the Services (i.e. activating an Account) or notifying the You that we have commenced supply of the Services (as the case may be).
3.3 Rejection by Us of a Registration request, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by You.
3.4 We may issue offers to You from time to time. Offers are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by You – for the avoidance of doubt, this will include any form of promotion or discount that We may offer on the Website in any other form.
3.5 You understand and accept that your contact information will be shown on Listings and that this will available to view by all Members (as set out in the Website User Policy). thedresschange.com/general-website-user-terms
3.6 We do not pre-screen Members or any items that are advertised in Listings on Our Website. We are not, therefore, in any way responsible for any items exchanged.
4. Delivery of Services
4.1 Your Membership will commence when Your Account is activated. This is usually within 24 hours of receipt of Your Registration request but time is not of the essence.
4.2 Premium Memberships will automatically renew on a monthly basis (see Clause 2.6).
4.3 Time of delivery of our Services is not of the essence.
4.4 If You breach any of these Terms We may at Our sole discretion:
4.4.1 terminate this agreement and Your Membership;
4.4.2 refuse to accept any subsequent Registration requests from You;
4.4.3 recover from You all losses, damages, costs and expenses incurred by Us arising from Your default.
4.5 As a Premium Member, we will provide our Support Services by email only. We aim to respond to all requests for the Support Service within 48 working hours. The Support Services will consist of those services stated on the Website thedresschange.com
4.6 We will not be liable for any delay in or failure of delivery to the extent caused by:
4.6.1 Your failure to: (i) provide us necessary information to provide our Services, (ii) provide Us with adequate instructions for supply or otherwise relating to the Services; or
4.6.2 an event of Force Majeure.
4.7 We are not liable for any error, misprint or non-appearance of a Listing of exchange unless caused by our negligence, in which case You will be entitled to a re-insertion or proportionate refund. You are solely responsible for uploading of any images or descriptions of the goods being offered for exchange.
4.8 We will not be responsible for offering any back-up systems in regards to the information that you submit to Us or the Website.
5.1 The Services delivered by Us will be supplied with reasonable skill and care.
5.2 We will not be liable for any failure of the Services to comply with clause 5.1:
5.2.1 where such failure arises by reason of Your wilful damage or negligence;
5.2.2 to the extent caused by Your failure to comply with the Our reasonable instructions as to: (i) use or benefit from the Services, or (ii) good practice in relation to use or benefit from the Services;
5.2.3 to the extent caused by Our changing the our host server;
5.2.4 to the extent that the Website is not available during routine maintenance, or due to matters beyond Our control.
5.3 We will comply with all applicable laws, standards and good industry practice in the supply and delivery of the Services.
5.4 You warrant that where offering goods for exchange you will;
5.4.1 Ensure that Members are fully aware of Your exchange terms;
5.4.2 Ensure that that the goods offered are described correctly including, but not no limited to, colour, size, brand and any defects of any kind in the goods;
5.4.3 You will not misrepresent any images or description given to the goods;
5.4.4 That are you 18 years of age and resident in the UK, or that you are the parent/guardian who has opened an Account and will supervise the Account’s use, and that you are not acting as a business;
5.4.5 Be solely responsible for liaising with Members as to how to affect the exchange (for example personal delivery, collection, and postal or delivery service. The final choice of delivery is to be agreed between the Exchangers. Where You offer to post the item to the You are required to post it as soon as is reasonably possible; You must ensure that you obtain the correct postal address and are responsible for ensuring that You use the delivery address exactly as it was provided to you; The Exchangers are free to determine any delivery charges for the items however You must ensure that delivery charges are reasonable, not excessive, and genuinely reflect the actual cost to of delivering the item in question.
5.4.6 Only List for Exchange items of clothing, shoes and accessories and will not offer for exchange any other item including underwear, personal items, earrings or belly rings. We reserve the right to remove any Listing that breaches the provisions of this Clause 5.4.6. If We do so, please note that Membership Fees are non-refundable. In addition, We may also suspend or terminate your Account.
5.4.7 Where Exchangers make a verbal agreement for an Exchange, both parties are obliged, in regards to the information provided, to comply with clause 5.4.
5.4.8 That You have full title to the goods offered for Exchange and therefore have the legal right to offer them for Exchange;
5.5 Notify Us promptly of any unauthorised use of Your Account details or the Website;
5.6 Be solely responsible for providing and maintaining all computer equipment and software necessary for You to access the Service
5.7 Be solely responsible for any data, information or advertising material submitted by You on our Website or to Us in connection with the Service;
5.8 Ensure that all information that is placed on the Website or made available via the Website is true and accurate and that You confirm that the publication of the Listing will not breach any contract, infringe the copyright, trademark or other right of any third party;
6. Premium Membership Fee
6.1 The Membership Fee payable by You in respect of Premium Membership is as stated on the Website and may be increased by the Us in accordance with clause 6.2.
6.2 We may increase the Membership Fees at any time and the new Membership Fee will be payable upon automatic renewal of the Membership Term.
6.3 Premium Membership will automatically renew as set out in Clause 2.6 for the same length of time as the initial Premium Membership until such time as You end the Premium Membership. By entering into this agreement You acknowledge and accept that You will be charged for automatic renewals on a continuing basis until this Agreement is terminated.
6.4 Upon automatic renewal, payment will be deducted using the same method of payment used for the initial Term within 7 days prior to the end of the previous Term.
6.5 We are not registered for VAT. If We register for VAT We shall not provide notice of this to You in advance, but We shall thereafter charge VAT at the this will be applied to any new Membership Fees that are payable to Us.
7. Payment of Premium Membership Fees
All Payments must be made through Stripe monthly in advance and Premium Memberships will only be activated upon receipt of cleared funds. Once you have set up the Stripe subscription, your Stripe account will automatically be deducted on a monthly basis until you (or we) cancel or terminate your Account.
8. Limitation of liability
8.1 We are not a party to any Exchange, transactions, other relationships, or disputes between Exchangers.
8.2 We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of these Terms or as a result of Our negligence.
8.3 To the fullest extent permissible by law, we are not responsible for business losses however so arising due to Your accepting that our Website is not meant for business use.
8.4 Nothing in these Terms limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.
8.5 Nothing in these Terms seeks to limit or exclude consumers’ legal rights. For more details of consumers’ legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.
9.1 You will indemnify Us and hold Us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:
9.1.1 that You are in breach of any applicable laws as a result of any act or omission by You;
9.1.2 made against Us by a third party (including a Member) arising from your breach of these Terms; and
9.1.2 made against Us by a third party (including a Member) arising from any defect or fault in the goods offered for Exchange by You.
10. Termination and cancellation
10.1 Termination: During the Term this Agreement may be terminated:
10.1.1 By Us where there is a breach of these Terms by Our giving not less than 2 Business Days’ notice in writing to You where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 1 Business Days of receiving written notice to do so; or
10.1.2 By Us, with immediate effect and without notice, where there is a serious or material breach of the Terms that We determine cannot be remedied;
10.1.3 By Us closing your Account at our absolute discretion if Your reviews fall below our standard level of 2 stars;
10.1.3 By You closing your Account;
10.1.4 By you cancelling your payments from your Stripe account.
10.3 In the event of termination under clause 10.1 if You are a Premium Member, You will not be entitled to any refund of Membership Fees, regardless of the length of subscription to Premium Membership.
10.4 In the event of termination under clause 10.1.3 or 10.1.4 if You are a Premium Member, this agreement will come to an end on the last day of the Membership Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Membership Fee will be charged until 31st October). No refund will be due for the remainder of the Membership Term in regards to the Membership Fee paid for Membership Term.
10.5 Cancellation of Premium Membership.
10.5.1 You understand that use of our Services and the Website will be available to You from the Commencement Date. You may cancel Your Premium Membership within 14 days of the Commencement Date and, provided You have not accessed our Services or Website, You will receive a full refund using the same method of payment that you used to pay Us. You will not be entitled to a refund after the first 14 days following the Commencement Date or if You have started to use our Services or the Website. You can cancel Your Membership by completing the Cancellation Form CANCELLATION FORM? below or by emailing us at firstname.lastname@example.org. We will need to know your full name, address when you contact Us.
10.5.2 Your right to cancel Premium Membership as set out at Clause 10.5.1 does not apply to renewals.
10.5.3 If you cancel your Premium Membership after the 14 days period the Agreement will come to an end on the last day of Term (i.e. if the Term runs from the 1st day of each month, and notice is on the 4th September, the Fee will be charged until 31st October). No refund will be due for the remainder of the Term in regards to the Membership Fee.
11. Confidential information
11.1 Each party undertakes that it will keep any information that is confidential in nature concerning the other party these Terms of this Agreement and the information relating to any Exchanger/Member.
11.2 A party may:
11.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this agreement, provided that such party must ensure that each of its representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 11 as if it were a party;
11.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
11.2.3 use Confidential Information only to perform any obligations under this Agreement.
11.3 Each Party recognises that any breach or threatened breach of this clause 11 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that We, the Exchanger or Member (as the case may be) may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
12.1 Where there is a dispute or complaint between the Exchangers, this must be dealt with as between those parties and We will not intervene or assist in any such dispute or complaint.
12.2 If You have any complaints about Us, Our Services or the Website then please contact Us at email@example.com.
13. Force Majeure
13.1 A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
13.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
13.1.2 uses reasonable endeavours to minimise the effects of that event.
13.2 If, due to Force Majeure, a party:
13.2.1 is or will be unable to perform a material obligation; or
13.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 calendar days in which case You will be entitled to terminate this agreement and we will provide a pro-rata refund of the monthly Membership Fee for the month in which the Force Majeure event occurred.
13.3 For the duration of a Force Majeure event affecting a party to this agreement, the obligations of the other Party will be suspended for the corresponding period of time.
No variation of these Terms will be valid or effective unless it is in writing, refers to these Terms and is duly signed by Us.
If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terms will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.
14.4 No partnership or agency
The Parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party's behalf.
14.5.1 You may not assign, transfer, or deal in any other manner with any or all of your rights under these Terms (each an assignment) without Our prior written consent.
14.5.2 We may assign, transfer, or deal in any other manner with any or all of our rights and obligations under these Terms without Your prior written consent.
14.6 Rights of third parties
No person other than a Party to these Terms will have any right to enforce any of its provisions.
15. Promotions and Offers
Any promotions or offers that are made by Us whether in writing, by telephone, on the Website or in any other form will be of limited duration and if requested will only apply for the specific term for the specific period or purpose with which it was offered and will not be extended to any further term unless specifically agreed by Us in writing.
16. Feedback, Reviews and Ratings
16.1 You agree that Members/Exchangers will be able to provide feedback, reviews and ratings on the goods exchanged.
16.2 We will not review any information posted by You or about You on the Website. If you believe that information given is incorrect or in breach of these Terms You must inform Us immediately, and we will aim to remove it (if at our total discretion We believe it should be removed) within a reasonable period of time.
16.3 It will be a direct breach of this agreement to leave any false, fraudulent, defamatory, offensive or inappropriate reviews, ratings or feedback on the Website.
16.4 We expect you to maintain a rating of 2 or above and we reserve the right to terminate your Account if Your reviews fall below our acceptable standard of 2.
17. Data Protection
17.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
17.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy and Cookies Policy thedresschange.com/privacy-policy
18. Law and Jurisdiction
18.1 These Terms and the relationship between You and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.
18.2 Any dispute, controversy, proceedings or claim between You and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.