FOR DESIGNER: ONLINE SELLING Should a designer decide to submit his/her brand and/or portfolio collection pieces to Fashion Crossover London with the intention of selling his/her work, please read the below Terms & Conditions to understand the nature and details of our agreement. By submitting your work to us you automatically agree to the Terms & Conditions stated here.
1. DEFINITIONS AND INTERPRETATIONS
Party A: FASHION CROSSOVER (Fashion Crossover Limited)
Party B: The Merchants / The Designer (company/individual purchasing the Services)
1.1 “FASHIONCROSSOVER-LONDON.COM” Website: refers to the website with the domain name of FASHIONCROSSOVER-LONDON.COM, which Party A obtained by lawfully authorized and for which Party A provides technical support and services.
1.2 FASHION CROSSOVER Platform: refers to the “FASHION CROSSOVER” open platform operated on the “FASHIONCROSSOVERLONDON.COM”, i.e. the e-commerce trading service platform where the “FASHIONCROSSOVER-LONDON.COM” Website enables its users to publicize and exchange information.
1.3 “FASHIONCROSSOVER-LONDON.COM” Website Users: refers to the individuals, corporations and other organizations that use “FASHIONCROSSOVER-LONDON.COM” Website for browsing or shopping. They are generally referred to as “users” under this Agreement; and the word “users” shall have this meaning unless otherwise specified.
1.4 Enrolment of a Merchant: refers to the process that a third party pass the qualification review and satisfy the enrollment qualifications provided in Article 3 of this Agreement, and becomes a seller on FASHION CROSSOVER Platform. In this Agreement, the Merchant refers to Party B unless otherwise specified.
1.5 FASHION CROSSOVER Platform Terms and Conditions: refers to all normative documents that are publicized on FASHION CROSSOVER Platform concerning the operation of the Merchant, including but not limited to the Merchant’s Manual, the Backstage Announcement for Merchants and contents of the Online Help Center for Merchants, etc.
1.6 The Merchant (Party B) understands and agrees that Party A shall has the right to update, adjust and amend the FASHION CROSSOVER Platform Terms and Conditions from time to time at its sole discretion without further notice; all updates, adjustments, amendments to the relevant rules shall become effective once publicized on FASHION CROSSOVER Platform. It is deemed that the Merchant (Party B) agrees to be bound by such rules if it continues to use the platform services.
1.7 The Merchant (Party B) further understands and agrees that this Agreement could be terminated if it does not agree to accept the adjusted FASHION CROSSOVER Platform Terms and Conditions.
1.8 The Merchant (Party B) understands and agrees that for any fees that are paid to FASHION CROSSOVER (Party A) for using this particular service, the refund can be requested within 14 days of payment before the online content has been created. Once the online content has already been created, and/or, after 14 days of payment made, any payment made is non-refundable.
2 Service Content
2.1 Party B shall send the product information to Party A within 14 working days after complete the payment of using this particular service. Party A shall publicize the product information via FASHION CROSSOVER Platform and online communication with users who have the intention to purchase Party B’s product. Party B shall provide after-sales services to users (buyers) of its products through the FASHION CROSSOVER Platform.
2.2 Party A shall notify Party B in writing and by mail after receiving the order information from the user (buyer). After receiving the order information provided by Party A, Party B shall reply by mail to confirm the order and the shipment within 48 hours if selling available stock, if Party B is selling as " Made to Order", Party B shall reply by mail to confirm accepting the order and providing the actual production and shipping date. Party A reviews the validity of the user’s order information and confirms with the user (buyer) that Party A shall be liable for the late delivery and the loss which are not caused by Party B.
2.3 Party B shall be responsible for the delivery, exchange and return of sales goods, ensures in the receipt of goods that users (buyers) of FASHION CROSSOVER Platform must be on the spot acceptance and personally sign, and keep the relevant documents with retention period not less than 12 months. Party B shall be borne for providing the customer service for assisting the return and exchange from FASHION CROSSOVER Platform users (buyers).
2.4 Party B shall provide the invoice receipt to FASHION CROSSOVER Platform users (buyers).
2.5 In case of any dispute, conflict or investigation by any relevant government authority regarding Party B’s sales and services, Party B shall handle such issues in the capacity of seller.
3 Enrolment Qualifications and Submission of Supporting Documents
3.1 Enrolment qualifications To enrol and conduct selling operation on FASHION CROSSOVER Platform, Party B must satisfy the following conditions on a continuous basis:
1) Party B has been registered under the laws of the nation in which its business license is registered and has obtained a valid business license and other permits for business operation; the identity information shall objectively reflect the Merchant’s actual status;
2) Party B accepts this Agreement and the relevant FASHION CROSSOVER Platform Terms and Conditions;
3) The commodities to be distributed by Party B come from lawful sources, and Party B has obtained all necessary certificates to distribute them;
4) Party B has provided all supporting documents required under Article 3.2 hereof;
3.2 Submission of supporting documents
1) Party B shall, in accordance with the relevant FASHION CROSSOVER Platform terms, conditions and requirements, provides Party A with supporting documents and other relevant certificates, including but not limited to the Confirmation of Party B’s Information, Enrolment Product Category Information Sheet, a copy of the valid original (duplicate) of Corporate Business License, Tax Registration Certificate, Letter of Authorization, Trademark Registration Certificate issued by the local authority where Party B is located, Quality Inspection Report, Inspection and Quarantine Certificate and Certificate of Origin, etc.
2) Party B ensure that aforesaid supporting documents and other relevant certificates provided to Party A are authentic, lawful, accurate and valid, and that it will timely notify Party A of any change or update of such documents and other relevant certificates; in the event that changes or updates of such documents and other relevant certificates causes Party B to fail to satisfy the enrolment qualifications set forth in this Agreement, Party A may restrict Party B’s operation in part or in whole at its sole discretion, up to and until termination of this Agreement.
3) Party B shall be wholly and solely liable for the authenticity, lawfulness, accuracy and validity of supporting documents and other relevant certificates provided to Party A. If Party B submits any false or outdated documents or fails to update or notify any update of supporting documents, leading to any dispute or punishment by any relevant government authority, Party B shall be liable solely and wholly.
4 Availability and Termination of Service
4.1 As for the service to be provided to Party B by FASHION CROSSOVER Platform in this Agreement, FASHION CROSSOVER Platform shall start offer service when Party B fulfill the requirements hereinafter:
1) Party B has submitted supporting documents and other relevant certificates in accordance with this Agreement as well as the FASHION CROSSOVER Platform Terms and Conditions, and has obtained Party A’s approval;
2) This Agreement signed into effect;
4.2 Termination of the services of Party B:
4.2.1 To terminate the cooperation, Party B shall notice Party A for termination at least 30 days in advance. The cooperation will be terminated after the application is reviewed and approved by Party A.
4.2.2 If any of the following occurs, Party A may unilaterally terminate the contract at any time:
1) Party B fails to satisfy enrolment qualifications;
2) Any qualification document provided by Party B is false;
3) Either that the quality or label of Party B’s product is substandard, or that it is suspected that the product is smuggled, forged, used or repaired;
4) Party B violates this Agreement or FASHION CROSSOVER Platform Terms and Conditions;
5) Party B infringes upon the rights or interests of FASHION CROSSOVER Platform as well as any users (buyers) in the opinion of Party A.
5 Rights and Obligations of the Parties
5.1 Party A shall provide Party B with the e-commerce trading platform and related technical support in accordance with this Agreement, maintain proper and steady operation of the FASHION CROSSOVER Platform, strive to upgrade and improve technology, update and upgrade the functions and services of the platform, and continually improve platform performance and trading efficiency.
5.2 Party A shall respond timely to the problems, suggestions and comments that Party B raised in the course of using FASHION CROSSOVER Platform. Party A shall provide the documents such as transaction record based on Party B’s requirements.
5.3 Party B agrees that Party A may verify the type, quantity and category range of products sold by Party B on FASHION CROSSOVER Platform according to the scope of business indicated on Party B’s business license and the scope Party B applies for. In case of Party A need to adjust, the adjustment shall be proceeded after obtaining Party B’s consent.
5.4 Party B agrees that Party A or the third-party organization unilaterally engaged by Party A may examine relevant qualification documents and information provided by Party B. The examination by Party A is pro forma and acceptance of such examination does not constitute any confirmation by Party A on the authenticity, lawfulness, accuracy and timeliness, Party B shall still be legally responsible for the authenticity, lawfulness, accuracy and timeliness of such content.
5.5 Quality control:
5.5.1 To safeguard consumer’s rights and interests as well as satisfy consumer requirements on product quality maximally, Party B is obliged to conduct quality control of each product it distributes on FASHION CROSSOVER Platform in accordance with laws, industrial standards and FASHION CROSSOVER Platform’s requirements for each type of products (while not exclusively, such control includes lawfulness, safety, consistence between description and the product’s actual functions and material, also the labeling, marking, appearance and packaging of products, etc.).
5.5.2 Party A may, on the basis of market feedbacks, conduct product inspection from time to time by itself or delegate a third-party inspection agency (the inspection may include without limitation the lawfulness, performance, quality, material of products sold by Party B), or require Party B to provide proof of the product.
5.5.3 Notwithstanding the rule that Party A may spot-check or engage a thirdparty organization to spot-check products sold by Party B from time to time for the purpose of protecting consumer rights and interests, Party A shall have no obligation to conduct any prior examination of any trading activities of Party B on the FASHION CROSSOVER Platform and other matters related thereto.
5.5.4 Party A shall have no obligation to conduct prior examination of trading activities of Party B on FASHION CROSSOVER Platform and other matters related thereto. However, in the event that a third party notifies Party A or Party A reasonably believes that Party B possibly has committed any torts, crime, breaches of this Agreement along with any relevant rules or other violation of laws, Party A shall have the right to conduct any enforcement actions against Party B, including but not limited to deleting any information content publicized by Party B onto the FASHION CROSSOVER Platform.
5.5.5 Party A reserves the right to lodge legal proceedings against Party B in respect of its torts, crime, breaches of this Agreement or other violation of laws. 5.5.6 If Party B sells substandard products as evidenced by the spot-check result or is unable to provide Party A with the quality certificates for the relevant products or batch of products, Party A may discipline Party B and require it to take corrective action within a specified period in line with the severity of problem and in accordance with this Agreement, norms and standards publicized.
5.5.7 Party B must, at its sole cost, take corrective action within the specified period and complete the third party testing of designated products pursuant to the requirements of Party A. Party B shall not bear any costs if the third party inspection results are eligible.
5.5.8 If Party B refuses to do so, Party A may take relevant measures against Party B, including but not limited to terminating services to Party B, terminating this Agreement, holding Party B liable for breach of contract and/or requiring Party B to pay damages.
5.5.9 If any product quality problem of Party B causes any loss (including but not limited to financial or reputational loss) to FASHION CROSSOVER Platform, Party A has the right to require Party B to compensate all the costs and expenses incurred and reserve the right to further pursue other relevant liabilities of Party B.
5.5.10 Either if Party A reasonably believes that Party B violates any provision of this Agreement, relevant terms and conditions or applicable laws, or if it has any doubt or query about other problems discovered thereby, Party A may make an inquiry or issue a demand for correction to Party B. Party B shall provides clarification or takes corrective action immediately after receiving the said inquiry or demand.
5.6 Party A and FASHION CROSSOVER Platform may publicize Party B’s legal or regulatory violations confirmed by any effective legal instrument or administrative document, as well as Party B’s confirmed breach of this Agreement on the FASHION CROSSOVER Platform. If Party B has violated any law, regulation or this Agreement repeatedly or seriously, Party A may unilaterally terminate this Agreement; if the aforesaid measures are insufficient to cover the losses of Party A, Party A may pursue Party B’s liability for further damages.
5.7 If Party B fails to meet requirements of the FASHION CROSSOVER Platform and remains so after taking corrective action within the specified period, Party A may terminate this Agreement hereunder.
5.8 Party A may require Party B to provide information on its products and aftersales services to facilitate Party A responses to inquiries users (buyers) make directly to the customer service center of the FASHION CROSSOVER Platform. If such inquiry is beyond the knowledge of Party A or comes within the knowledge of Party B, Party A may require Party B to provide a reply or solution within the specified period; if Party B fails to solve any users (buyers) inquiry or complaint within the specified period, Party A and FASHION CROSSOVER Platform may take relevant measures against Party B.
5.9 If the product distributed, the information publicized or the after-sales service provided by Party B leads to a lawsuit or arbitration lodged by any third party against Party A and/or the FASHION CROSSOVER Platform, Party A and/or the FASHION CROSSOVER Platform may disclose Party B as the direct provider of the product concerned and Party B shall assume all the legal liabilities arising therefrom; if it causes any losses to Party A and/or the FASHION CROSSOVER Platform, Party A may require Party B to compensate Party A and/or the FASHION CROSSOVER Platform for all such losses.
5.10 Party B agrees and is willing to observe the updates, adjustments to the procedures and charge standards publicized on FASHION CROSSOVER Platform, which Party A may update and adjust in accordance with laws, regulations, policies and the platform’s operating terms and conditions. For the updated procedures and charge standards will automatically enter into force once publicized on FASHION CROSSOVER Platform and will notify Party B separately.
6 Representations and Warranties of Party B
6.1 Party B warrants that the registration data it submits on the FASHION CROSSOVER Platform are authentic, accurate, lawful and valid.
6.2 Party B warrants that it satisfies the enrolment qualifications under this Agreement, that all the supporting documents and other relevant certificates it submits to Party A are authentic, accurate, lawful and valid, and that it will notify Party A of any change in the said materials and provide updates on the FASHION CROSSOVER Platform in a timely manner.
6.3 Party B warrants that it is fully authorized and empowered to enter into this Agreement, Party B further warrants that it will be legally liable for the conduct of its employees, its contact person designated hereunder and other personnel appointed by Party B to perform this Agreement.
6.4 Party B warrants that it will observe this Agreement and its schedules as well as the FASHION CROSSOVER Platform terms, conditions and procedures, use the services of the FASHION CROSSOVER Platform in strict accordance with the said agreements, terms, conditions and procedures and refrain from acting in a way detrimental to the interests of Party A.
6.5 Party B warrants that it is lawfully authorized to sell the products it offers on the FASHION CROSSOVER Platform, the products it sells are genuine, meet relevant quality standards and do not infringe upon the legitimate rights of any third party and Party B is fully and solely responsible for the quality and lawfulness of its products.
6.6 Party B warrants that the product information publicized on the FASHION CROSSOVER Platform is authentic and accurate, accorded with laws, regulations and FASHION CROSSOVER Platform terms and conditions, and consistent with the actual products without any exaggerated or false content. Party B is fully and solely liable for the product information. In case of any change to the above information, Party B shall update the information timely on the FASHION CROSSOVER Platform.
6.7 Party B warrants that it will only sell the types and number of products and brands approved by the FASHION CROSSOVER Platform and will not add or change any type of product or brand without prior confirmation by Party A.
6.8 Party A need to approve the package of the goods from Party B before active the retail service for Party B. Party B agrees that the cost of such packaging shall wholly and solely be borne by Party B.
6.9 Party B warrants that it will issue valid invoice receipt of goods and the list of products to the users who have purchased its product. Party B will pay for shipping and return cost. Party B will solely assume the legal liability for any dispute arising from its failure to provide such supporting documents and compensate Party A for any and all losses incurred thereby.
6.10 Party B warrants that if the goods indeed necessary to “ repair & replacement” and other after-sales services for products purchased by buyers in accordance with applicable laws, its after-sales service undertakings and after-sales service requirements provided in the schedules hereto, the fees therefore incurred shall be settled by negotiation between the Party B and the buyer involved.
6.11 Party B warrants that to ensure the use of FASHION CROSSOVER Platform in the process of trading to comply with the principle of good faith, not in the transaction to take fraud and false propaganda, confusion and other unfair competition, do not disturb the normal order of online transactions, do not engage in acts related to online transactions.
6.12 Party B warrants that it will not use any data obtained from the FASHION CROSSOVER Platform for any purpose which is not specified in this Agreement, and will not arbitrarily obtain, use or disseminate any data of the FASHION CROSSOVER Platform without the approval of Party A, including but not limited to the transactional data, user information, payment information, information displayed on the FASHION CROSSOVER Platform by other users of FASHION CROSSOVER Platform etc.
6.13 Party B agrees to grant FASHION CROSSOVER Platform a worldwide (to the extent permitted by law), free-of-charge license and the right to (wholly or partially) use, copy, revise, adapt, publicize, translate, distribute, execute and display the information publicized by Party B on the FASHION CROSSOVER Platform, produce any derivative works thereof and/or include the said information in any other works via any form, media or technology that is currently known or to be developed in the future.
6.14 Party B will not publicize on the FASHION CROSSOVER Platform any information intended to attract users of FASHION CROSSOVER Platform worldwide to any other trading platform or to Party B’s own online sales platform and/or channels, nor attach such information in shipped packages.
6.15 Party B will not conceal any matter that may expose the FASHION CROSSOVER Platform to any risk, including but not limited to the product’s design defect, quality defect, dispute over rights, major breach of contract, virus contained in uploaded data, etc.; if Party B fails to notify Party A of such matter that may affect the goodwill, normal operation and safety of FASHION CROSSOVER Platform in a timely manner, Party A may terminate this Agreement and pursue contractual and tort liabilities of Party B.
6.16 Party B shall not assign its rights and obligations hereunder this Agreement in whole or in part to any third party.
7 Fees and Payment
7.1 Party B shall pay Party A the following fees at the rates set forth in this Agreement:
1) Party B’s transactions on the FASHION CROSSOVER Platform and the amount of transactions shall be subject to the records of FASHION CROSSOVER Platform; types of the products Party B sold are subject to the attachment of this Agreement; the products and brands sold by Party B are subject to the approval of Party A; Party A will charge Party B 25% commission of the sales volume in the certain period as service fee.
7.2 The Parties agrees that the product payment of the transaction that Party B completed on the FASHION CROSSOVER Platform shall be settled as follows:
7.3 Party B agrees to authorize Party A to collect the product payment on behalf of Party B: When users (buyers) complete any transaction with Party B via FASHION CROSSOVER Platform, the product payment shall be paid only to the account of Party A.
7.4 Party B applies for the 1) settlement method to reconcile and settle the account with Party A, FASHION CROSSOVER Platform system will generate the settlement form on each settlement day; after Party B’s confirmation, Party A shall pay Party B within 14 working days of the product payment after deducting the sales commissions;
1 Each calendar month: Each calendar month is taken as a settlement period, with the first day of each month being the settlement day for the previous month; The aforesaid settlement day shall be extended to the immediately next working day if it falls on a non-working day or public holiday.
7.5 Party B shall provide Party A with the settlement account, so that Party A may complete the settlement of product price. Party B shall give Party A a 3 working days prior notice of any change to its settlement account; otherwise, any losses arising from the failed, delayed or erroneous payment of the product price due to change of Party B’s account shall be solely borne by Party B.
7.6 Party B agrees that during the payment operation, the party carrying out the actual receiver should bear the bank charges of the receivables.
7.7 The payment transactions conducted by the Parties under this Agreement shall be settled in GBP.
8 Confidentiality
8.1 Each Party shall maintain the confidentiality of the execution and content of this Agreement as well as the trade secrets of the other Party obtained during the term of this Agreement. Neither Party may disclose, provide or transfer such confidential information to any third party (except a related company) without prior written consent of the other Party (except for the disclosure to the government, stock exchange and/or other regulatory agency in accordance with laws, regulations or stock exchange rules, or to the parties’ respective legal, accounting, business and other advisors and employees).
8.2 As for all the documents, data or software containing the other Party’s confidential information, one Party shall, if requested by the other Party, return, destroy or in otherwise dispose of such documents, data or software at the request, and shall cease to use such confidential information upon the termination of this Agreement.
8.3 Obligations of the Parties hereunder shall survive the termination of this Agreement. Each Party shall still observe this confidentiality clause hereunder and fulfill its confidentiality obligation until the other Party agrees to cancel this obligation, or it actually will not cause any damage to the other Party due to breach of this confidentiality clause hereunder.
8.4 Each Party shall notify and urge its employees, agents and advisers that need gain access to the content of this Agreement for the purpose of performing this Agreement and gain access to the other Party’s trade secrets because of the cooperation between the Parties to observe this confidentiality clause. And each Party shall be liable for the conduct of its employees, agents and advisers.
9 Liability for Breach of Contract
9.1 If Party B provides Party A with false or invalid supporting documents or other certificates, publicizes erroneous, false, illegal or harmful information on the FASHION CROSSOVER Platform or engages in any conduct that violates this Agreement, which causes any loss to Party A and/or the FASHION CROSSOVER Platform, Party B agrees that Party A may deduct such loss directly from the outstanding product price payable to Party B, unless otherwise stated in this Agreement.
9.2 In the event that Party B solicits FASHION CROSSOVER Platform users to any platform or site other than the platform of Party A to conduct transactions or circumvents the payment method specified by Party A in transactions in any manner, that it illegally obtains data from the FASHION CROSSOVER Platform system, or that it takes advantage of the FASHION CROSSOVER Platform to seek improper gains or engage in illegal activities, and reserve the right to further pursue Party B’s liability for breach of this Agreement.
9.3 Party B undertakes not to sell any smuggled, counterfeit, used or substandard products or any other flawed goods on FASHION CROSSOVER Platform; otherwise, Party A may require Party B to pay a penalty equals to 2 times the total value of such products sold on FASHION CROSSOVER Platform or ten thousand GBP, whichever is higher, and take other measures against Party B in the meantime, including suspending the provision of services to Party B, temporarily closing the backstage management account of Party B, deferring the payment of unsettled amounts and terminating the partnership hereunder, etc. If the penalty is insufficient to cover Party A’s losses, Party B shall pay the deficiency.
9.4 If Party B violates this Agreement or the FASHION CROSSOVER Platform Terms and Conditions, Party A may, in addition to holding Party B liable for breach of this Agreement in accordance with this Article, take other measures pursuant to relevant rules of the FASHION CROSSOVER Platform, including but not limited to immediately removing products from FASHION CROSSOVER Platform, suspending provision of services to Party B, temporarily closing Party B’s backstage management account, deferring the payment of unsettled amounts and terminating the partnership hereunder, etc.
9.5 Party A shall provide E-commerce platform service and relative technological service under this Agreement, if Party A fail to commit this service and cause the loss of Party B, Party A shall be liable for breach of this Agreement.
10 Limited Liability and Exemption
10.1 In no case shall Party A be held liable for any failure or delay in providing services due to the breakdown of power supply, network, computer or other systems, strike (including internal strike and labor unrest), labor dispute, riot, insurrection, tumult, insufficient capacity or means of production, fire, flood, storm, explosion, war, acts of government and other force majeure events, orders of international or domestic courts, or omissions of any third party.
10.2 Services under this Agreement will be provided on an “as is” and “available” basis, and Party A hereby explicitly disclaims any guarantee, express or implied, concerning the services’ applicability, absence of errors and omissions, continuity, accuracy, reliability, and fitness for a particular purpose, et cetera.
10.3 It shall be at Party B’s own discretion to download or obtain any data via the services of FASHION CROSSOVER Platform, and Party B shall solely assume all the risks and liabilities arising therefrom.
10.4 Representations with respect to legal status of Party A: FASHION CROSSOVER is merely a platform service provider that provides the platform for online transactions of Party B and other users of FASHION CROSSOVER Platform, but not a party to the transactions between Party B and other users of FASHION CROSSOVER Platform that purchase products from Party B through the FASHION CROSSOVER Platform. Party A will neither make any express or implied warranties of nor assume any liability for the trueness, lawfulness, accuracy, timeliness and validity of such items conducted by Party B and any other user of FASHION CROSSOVER Platform that is a party to transaction any oral or written statement or promise, the information publicized, or the transaction itself.
10.5 Any legal dispute arising from a transaction between Party B and any other user of FASHION CROSSOVER Platform, including but not limited to complaints, litigations, accusations and taxation disputes, shall be resolved between the parties to the transaction. In no case shall Party A and/or FASHION CROSSOVER Platform be held liable in such disputes.
10.6 Force majeure events: The Party affected by any force majeure event during the term of this Agreement shall notify the other Party immediately thereof and provide relevant supporting documents within 14 working days after notification. If the force majeure event continues for 30 days, either Party may terminate this Agreement by sending a notice to the other Party. If this Agreement is suspended or terminated due to a force majeure event, neither Party shall be held liable for breach of the Agreement.
11 Validity and Term of the Agreement
11.1 This Agreement is only binding upon relevant business activities of the specific service specified in the schedules and is not binding upon equivalent or similar business activities carried out by the Parties. If the Party A and Party B conducts equivalent or similar business at the same time, both Parties shall carry out activities based on another agreement that signed separately.
11.2 This Agreement will enter into force upon being signed by both Parties and remain in full force and effect for one year. Party B shall, if it desires to use the services provided by Party A beyond the service period, apply to Party A for renewing the service period at least 30 days prior to expiration of the contract period; renewal period shall not start until it is approved by Party A. This Agreement shall not be automatically renewable. Any renewal hereof is subject to execution of a separate agreement.
12 Changes
12. Any other changes or additions to this Agreement shall be made in the form of a supplementary agreement upon the consent of the Parties; once executed, such supplementary agreements shall constitute an integral part of and have the same legal force as this Agreement.
13 Termination and Rescission
13.1 This Agreement shall expire under any of the following circumstances: 1) The service period expires and the Parties do not renew the service period within one month thereafter;
2) The Parties have entered into a new agreement to supersede this Agreement;
13.2 Unless otherwise stated hereunder, the Party that desires to terminate this Agreement within the term hereof shall give written notice to the other Party 30 days in advance, so that the Parties may sign a supplementary agreement in writing to terminate this Agreement.
13.3 Party A may rescind this Agreement at its sole discretion if Party B falls under any of the following circumstances:
1) Party B violates its obligations under this Agreement or the FASHION CROSSOVER Platform Terms and Conditions, and refuses to take corrective action after being notified thereof by Party A;
2) Any other circumstances set forth hereunder that entitle Party A to rescind this Agreement at its sole discretion.
13.4 Matters subsequent to termination of this Agreement
13.4.1 The Parties will cease to cooperate hereunder upon termination of this Agreement; however, provisions hereof with respect to settlement, confidentiality, liabilities, representations and warranties, business anti-bribery and dispute resolution shall survive the termination of this Agreement and the Parties shall continue to perform their rights and obligations under such provisions after termination hereof.
13.4.2 Upon termination of this Agreement, Party A will remove all the selling products of Party B from “FASHIONCROSSOVER-LONDON.COM”
13.4.3 Party A may retain the transaction records and other product data of Party B after this Agreement is terminated. Unless otherwise provided by law, Party A is neither obligated to retain such data or forward any unread or unsent information to Party B or any third party after termination of this Agreement, nor liable to Party B or any third party for termination hereof.
13.4.4 The Parties shall complete the final settlement within 30 days after termination of this Agreement, including but not limited to reconciliation of financial accounts and the processing of shipments in transit.
13.4.5 “Shipments in transit” refers to the products purchased by the customer but not delivered before the Parties terminate this Agreement; Party B shall deliver and settle such products as per the procedure applicable prior to termination hereof.
13.4.6 The termination of this Agreement shall not relieve Party B of its responsibilities with respect to after-sales services and product warranties to its customers hereunder. Party B shall fulfill its responsibilities with respect to after-sales services and product warranties in accordance with provisions of the schedules hereto regarding after-sales services. Party B shall be fully and solely liable for any personal injury or property loss sustained by Party A or any third party due to any problems of the product quality or after-sale services of Party B.
14 Notice and Service
14.1 All notices and other communications given by one Party to the other Party in respect of this Agreement shall be in writing and served by hand, registered airmail, international courier service, fax or email. Notices given by fax or email shall be deemed properly served on the date of sending; notices given by courier service or registered mail with postage prepaid shall be deemed properly served on the date of receipt.
Party A: FASHION CROSSOVER LIMITED
Address: 8 Selsdon Way, Canary Wharf, London, E14 9GR
Attention: Since Wang
Tel: +44 (0) 20 3441 5070
15 Dispute Resolution
15.1 Any dispute is arising from or in connection with this Agreement shall be resolved by the Parties through negotiation; should such negotiation fail, either Party may refer the Courts of England and Wales then in force. The language of arbitration shall be English. The arbitral award shall be final and binding upon both Parties. The arbitration fees shall be paid by the lose Party. Undisputed provisions hereof shall remain in full force and effect during arbitration.
15.2 The execution, interpretation, revision, performance and dispute resolution of this Agreement shall be governed by the laws of England and Wales that are currently in force.
16 Miscellaneous
16.1 No failure or delay by any Party hereto in exercising any right hereunder shall operate as a waiver thereof or preclude any future exercise thereof.
16.2 Any provision hereof that becomes fully or partially invalid or unenforceable for any reason or conflicts with any applicable law shall be deemed deleted, but the remaining provisions hereof shall remain valid and binding.
16.3 This Agreement constitutes the entire and sole agreement between the Parties with respect to the subject matter set forth herein and supersedes any and all previous agreements and communications (in the form of data messages, written or verbal) between the Parties relating to such subject matter.
16.4 This Agreement shall be executed in triplicate, one being held by Party A and one by Party B, and all being equally valid.
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