Terms for sellers
We at, High Fashion Society, are delighted that you have decided to sell products via our www.highfashionsociety.com website (the Website). High Fashion Society is a trading name of High Fashion House Limited of 34 South Molton Street, London W1K 5RG.
As you are aware, www.highfashionsociety.com is an online agency for pre-owned fashion items and accessories (Products). We are only prepared to sell authentic designer brands that are in new, nearly new, excellent or very good condition.
We understand that you wish us to advertise your own Products for sale on our Website. This document sets out the terms of the arrangement between us relating to the Products and other materials you may provide to us.
By registering with us to sell your Products, you agree to be bound by these terms and conditions (Terms). If you do not agree with them, do not register with us or send us your Products or other materials.
1. APPLICATION OF TERMS
1.1 These Terms sets out the only conditions under which we, High Fashion Society, 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 others. You agree to waive any right which you might otherwise have to rely on such other terms and conditions.
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 and signed by us.
1.3 By registering with us and sending us your Products or any materials promoting such Products you are deemed to have accepted these Terms.
2. RIGHT FOR US TO SELL YOUR PRODUCTS
2.1 You will need to register with us to sell Products via our Website. Standard membership is free of charge. There is an annual fee for VIP membership of £99 payable annually in advance (see clause 2.3).
2.2 By registering with us and sending your Products to us, you grant us the exclusive right as your agent to advertise your Products on, and sell your Products via, the Website. As such, you agree not to offer the same Products for sale through any other means, either via any other person or organisation or by you personally.
2.3 We offer the following levels of registration:
(a) Standard Registration – This is free of charge. We agree a resale price for your Products with you and we deduct our commission rate (50% of the sales price, less any VAT, carriage, delivery and insurance costs) and any applicable VAT on top;
(b) VIP Registration – an annual fee of £99 (excluding VAT) payable in advance in one installment on the date of registration. We agree a resale price for your Products with you and we deduct our commission rate from the final sale price (35% of the sales price for items sold over £150 - items sold for £150 or less with be charged at the standard membership commission rate, less any VAT, carriage, delivery and insurance costs) and any applicable VAT on top. If you do not renew your annual VIP Registration, you will automatically transfer to a Standard Registration. *A transaction fee of 2.4% will be applied to all sales.
2.4 You can pay our High Fashion Society registration fees by credit or debit cards. All registration fees are non-refundable.
2.5 Your application for registration and your request to us to accept your Products for sale via our Website shall be deemed to be an offer by you to us, High Fashion Society, to act as your agent subject to these Terms, subject to acceptance by us.
2.6 We have the right to refuse registration and the acceptance of any Products in our sole discretion.
2.7 You acknowledge that we will be selling the Products via the High Fashion Society Website as your agent. We will not disclose your identity on our Website, but we shall make it clear to all buyers accessing our Website that the Products are held by us for onward sale as agent for an unnamed principal. In the event, however, that you are in breach of these Terms, we reserve the right to disclose your identity to third parties, including to any law enforcement agencies.
3. PRODUCTS INFORMATION
3.1 All Products to be offered for sale via our High Fashion Society Website are subject to approval by us. As part of this approval process you are required to let us have certain information about you and the Products for sale (Information).
3.2 The required Information includes (but is not limited to) your full name, address and contact details, accurate and complete details of condition of the Product, age, materials, original purchase price (including proof of purchase, certificates of authenticity and original packaging, wherever possible), photographs of the Products, your required sale price and any other information we specify.
3.3 You shall be responsible for the accuracy and completeness of the Information provided to us, including for the detailed descriptions of Products and their condition. You will also be required to confirm that you own the Products and have the right to sell them. Further details of the required Information appear elsewhere on our Website.
3.4 We then notify you by email as soon as reasonably practicable whether we approve your Products for resale and give you a guidance price range for the sale of your Products (Guide Price). If you wish to proceed on that basis you are then be required to send the Products to us at your own cost.
3.5 You should send us the Products by post or by courier on a signed for basis at your cost. Alternatively you may hand deliver the Products to our offices by prior arrangement. In certain circumstances we may be prepared to collect the Products from you, subject to your payment of an additional fee.
3.6 All Products are at your risk until we are in possession of them. You are recommended to insure your Products during delivery and transit. We are responsible for your Products whilst they are in our possession.
3.7 Upon receipt of your Products we will manually inspect each item to assess condition, authenticity and any undeclared damage which may affect our original Guide Price. If we recommend a revised Guide Price we will notify you by email within 3 working days of receipt of your Products. You should notify us in writing within a further 3 working days whether the revised Guide Price is acceptable to you or whether you wish us to return the Products to you at your cost. If you do not reply within the required time then we will deem no response as an acceptance and list your item at our revised guide price.
3.8 Should we deem (in our absolute discretion) at any time that any Products are counterfeit copies or otherwise of doubtful authenticity or ownership, we shall withdraw the Products from the Website and/or return the Products to you within a reasonable period, subject to you first reimbursing the costs of carriage.
3.9 Display of your Products or Information on the Website shall be entirely at our discretion. We reserve the right in our sole discretion at any time to refuse any Products or Information for inclusion on the Website and/or remove them from the Website without giving any reason.
3.10 Without prejudice to our rights under paragraph 3.9, we would usually leave the Products and Information on our Website until the Products have been sold. If such Products have not been sold within 6 weeks of initial advertising on our Website we would ask you to consider a revised Guide Price. If you do not want to accept the revised Guide Price we shall decide in our sole discretion whether we would wish to continue to advertise your Products on our Website at the original Guide Price. If not we would return the Products to you at your cost as soon as reasonably practicable.
3.11 If the Products have still not been sold via the Website within six months of original posting, we would normally give you one week's notice by email that we no longer wished to advertise such Products. We would return them to you at your cost. In such circumstances you may then offer the Products for sale to any third party via any other organisation.
3.12 If you ask us to withdraw the Products from the Website at any time during the first six month we will return the products to you, subject to you first paying us carriage costs plus an administration fee of 10% of the then current Guide Price.
3.14 We make no representations or warranties as to the average traffic levels through the Website, the number of prospective enquiries or orders for Products that might be expected by you.
3.15 Whilst we use all reasonable endeavors to ensure that the Website is available at all times, we make no warranty that the Website will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected or that the Website or the server that makes it available or the Website is free of viruses or bugs or is fully functional, accurate or reliable. You agree to create and maintain a back-up copy of any Information you upload to the Website.
4. BUYING YOUR PRODUCTS
4.1 Once you have agreed a Guide Price, you will be deemed to have accepted irrevocably any offer made by a buyer to purchase your Products at that Guide Price unless you have given us beforehand written notice that you wish to withdraw your Products from the Website.
4.2 In the unusual circumstances where we have a customer who offers to buy your Products at a price lower than the Guide Price, we will notify you by email, giving details of the proposed price. You agree to provide us with a mobile telephone number, email address or other contact information where we can contact you at all times. You agree to respond in writing to such offer within 24 hours of such contact by us, indicating whether or not such reduced offer is acceptable to you.
4.3 We may, from time to time, contact you by email requesting your participation in special promotions or sales, inviting you to consider a reduction of your Guide Price. Unless you agree in writing to such reduced Guide Price in writing, the original Guide Price will apply.
4.4 Once you have accepted any reduced offer or where you are deemed to have accepted an offer at the Guide Price the contract is made for the sale of the Products on the agreed terms. You may not cancel such contract once it has been agreed by you.
4.5 You acknowledge that customers have 7 working days after delivery to reject the Products for any reason. If a customer returns the Products to us, you will not be entitled to any payment for such returned Products.
4.6 If Products are returned to us by a customer, we will notify you by email and tell you whether we are prepared, in our sole discretion, to offer the Products for resale again via the Website. If we do not want to reoffer them, we will return them to you at your cost using a courier or similarly secure service.
4.7 Any returned Products will be at your risk once we have dispatched them to you.
5. PAYING FOR YOUR PRODUCTS
5.1 High Fashion Society shall pay you for your Products within 30 days of the later of the following events:
(a) 14 days after delivery of the Products to the customer, where the consumer has not exercised his or her statutory right return the Products to us within the prescribed 'cooling off' period;
(b) the date on which our customer pays us or the customer's credit card merchant pays us, as applicable.
5.2 The price High Fashion Society pays you for your Products shall be calculated as follows: the purchase price paid for the Products by the customer, less our commission rate (as detailed in clause 2.3 or otherwise agreed between us in writing) and any delivery or insurance costs or sales taxes, such as VAT.
5.3 You cannot change the price or levy any extra charges.
5.4 We shall pay you for your Products in pounds sterling by bank transfer to an account held in your name, details of which you must provide to us or by cheque to the address you notify us when you register on our Website.
5.5 Without prejudice to any other right or remedy, we reserve the right to set off any amount owing to us at any time by you against any amount payable by us to you.
5.6 Without prejudice to clause 7.1, you acknowledge that where any customers seek for any legitimate reason to recoup any purchase price for the Products from us, High Fashion Society, following purchase, you will be required to indemnify us in respect of any such claim, as well as being responsible for the payment of our commission rate and reimbursement of any of our expenses (and any VAT, if applicable).
6.1 You warrant to us that:
(a) you are over 18 years of age;
(b) you have the legal right to sell your Products;
(c) the Information you provide to us shall be complete, accurate and truthful;
(d) the Information and your Products do not infringe any third party's Intellectual Property Rights (defined below), other proprietary rights or rights of publicity or privacy;
(e) the Information and your Products do not violate any law, statute or regulations;
(f) the Information is not defamatory, libellous, unlawfully threatening or unlawfully harassing;
(g) the Information and your Products are not obscene or pornographic and do not contain child pornography;
(h) the Information and your Products do not violate any laws, regulations or relevant codes of conduct regarding unfair competition, anti-discrimination, advertising or false advertising; and
(i) the Information does not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(j) the Products are in a clean and hygienic condition, free from soiling;
(k) the Products are free from infestations, such as by moths, other insects, larvae and other live organisms.
6.2 Intellectual Property Rights means all intellectual property rights wherever in the world arising (registered, unregistered or subject to application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, patents, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
6.3 For the avoidance of doubt, attempting to sell counterfeit ('fake') goods or products which contain ivory or any other animal substance which comes from any endangered species (as defined in the Convention on International Trade in Endangered Species) will amount to a breach of the warranty set out in paragraph 6.1.
7.1 You shall keep us indemnified in full against all direct, indirect and consequential liabilities (including, but not limited to, loss of profits, loss of business and loss of contracts), loss, damages, injury, costs and expenses (including legal and professional fees) awarded against or paid by us in connection with:
(a) defective workmanship, quality or materials;
(b) any breach of the warranties set out in paragraph 6.1;
(c) and any claim made against us in respect of any liability, loss, damage, injury, cost or expense sustained by us, or by any customer or third party where such loss, damage, injury, cost or expense was caused by, relates to or arises from the Products as a consequence of your direct or indirect breach or negligent performance or failure or delay in performing the terms of this agreement or any contract for the sale of Products;
(d) all costs, claims, damages, losses and expenses arising as a result of any claim or action suffered by us in acting as your agent in performing our obligations under this agreement.
8. LIMITATION OF REMEDIES AND LIABILITY
8.1 Nothing in this agreement shall operate to exclude or limit our liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.
8.2 We shall not be liable to you for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
8.3 Subject to paragraph 8.1, High Fashion Society's aggregate liability to you in respect of claims based on events in any calendar year arising out of or in connection with this agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the lower of: (i) the market value of the Products to which any claim relates (which shall be no higher than the current Guide Price); or (ii) fees paid by us to you for Products in the twelve-month period immediately preceding any claim.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 You agree that all trade marks, trade names, logos, URLs, or identifying slogans, whether or not registered (Trade Marks) associated with our services, products, literature, promotional materials or otherwise, are owned by us or licensed to us.
9.2 We retain all Intellectual Property Rights in the Website, and our Trade Marks. Nothing in this agreement grants you any rights in respect of such Intellectual Property Rights.
9.3 Any information provided by visitors to the Website (such as name, address and e-mail address) collected through any user registration purpose or otherwise shall be owned by us.
10. DATA PROTECTION
11.1 You may not assign or transfer any of your rights and obligations under this agreement. We may assign or transfer any of our rights under this agreement, provided that we give you advance notice.
12. ENTIRE AGREEMENT
12.1 Neither party 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 either party's liability for fraudulent misrepresentation.
13. THIRD PARTY RIGHTS
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.
14.1 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.
15.1 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 modifications shall be made as necessary to give effect to the commercial intentions of the parties.
16. GOVERNING LAW AND JURISDICTION
16.1 These Terms and any disputes or claims arising out of or in connection with their subject matter are governed by the exclusive jurisdiction of the English courts.
16.2 Nothing in paragraph 16.1 shall limit our right to take proceedings against you in any other court of competent jurisdiction. The taking of proceedings in any one or more jurisdictions shall not preclude any proceedings in any other jurisdictions (whether concurrently or not) to the extent permitted by the law of such other jurisdiction.
16.3 Each of us irrevocably consents to any documents in any legal action or proceedings arising out of this agreement being served on us at the relevant address set out in these Terms (or as otherwise notified to the other from time to time), but nothing contained in these Terms shall affect the right to serve documents in any other manner permitted by law.