Terms & Conditions

0. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
0.0 Definitions:
1 Application: the User’s application or the use of services.  
2 Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
3 Charges: the charges payable by the User for the supply of the Services in accordance
with clause 5 (Charges and payment).
4 Commencement Date: has the meaning given in clause 1.1.
5 Conditions: these terms and conditions as amended from time to time in accordance with
clause 11.3.
6 Customer: The purchaser of User goods
7 Agreement: the Agreement between the Supplier and the User for the supply of Services
in accordance with these Conditions.
8 Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the
expression change of control shall be construed accordingly.
9 Controller, processor, data subject, personal data, personal data breach,
processing  and  appropriate  technical  measures:  as  defined  in  the  Data  Protection
10 User: the person, firm or company who uses the Supplier Services.
11 Data Protection Legislation: the UK Data Protection Legislation and any other European
Union  legislation  relating  to  personal  data  and  all  other  legislation  and  regulatory
requirements  in  force  from  time  to  time  which  apply  to  a  party  relating  to  the  use  of
personal data (including, without limitation, the privacy of electronic communications); and
the guidance and codes of practice issued by the relevant data protection or supervisory
authority and applicable to a party.

12 Intellectual Property Rights: patents, utility models, rights to inventions, copyright and
neighbouring  and  related rights,  moral  rights,  trade  marks  and  service  marks,  business
names and domain names, rights in get-up and trade dress, goodwill and the right to sue
for  passing  off  or  unfair  competition,  rights  in  designs,  rights  in  computer  software,
database  rights,  rights  to use, and  protect  the  confidentiality  of,  confidential  information
(including know-how and trade secrets), and all other intellectual property rights, in each
case whether registered or unregistered and including all applications and rights to apply
for and be granted, renewals or extensions of, and rights to claim priority from, such rights
and all similar or equivalent rights or forms of protection which subsist or will subsist now
or in the future in any part of the world. 2
13 Services: the online selling platform provided by the Supplier for the User’s use.  
14 Supplier:  Fassion  Limited  registered  in  England  and  Wales  with  company  number
15  UK Data Protection Legislation: all applicable data protection and privacy legislation in
force from time to time in the UK including the General Data Protection Regulation ((EU)
2016/679);  the  Data  Protection  Act  2018;  the  Privacy  and  Electronic  Communications
Directive  2002/58/EC  (as  updated  by  Directive  2009/136/EC)  and  the  Privacy  and
Electronic Communications Regulations 2003 (SI 2003/2426) as amended.]
0.1 Interpretation:
( ) A reference to a statute or statutory provision is a reference to it as amended or
re-enacted. A reference to a statute or statutory provision includes all subordinate
legislation made under that statute or statutory provision.
(a) Any words following the terms including, include, in particular, for example or
any  similar  expression,  shall  be  construed  as  illustrative  and  shall  not  limit  the
sense of the words, description, definition, phrase or term preceding those terms.
(b) A reference to writing or written includes fax and email.  
1. Basis of Agreement
1.0 The Application constitutes an offer by the User to use Services in accordance with these
1.1 The  Application  shall  only  be  deemed  to be accepted  when  the  Supplier  issues  written
acceptance of it at which point and on which date the Agreement shall come into existence
(Commencement Date).  
1.2 The Supplier offers the services to the User for the User’s use in selling and promoting
their goods. Any samples, drawings, descriptive matters or advertising, pricing, terms of
refund and delivery issued by the User will be the liability of the User. The Supplier is not
in possession of any items nor is it involved in the individual terms and conditions of sale
or the transaction itself.  
1.3 The Supplier offers no guarantee or accepts no liabilities in respect of any anomalies and
issues with a User Listing.  
2. Supply of Services
2.0 The Supplier shall supply the Services to the User.   3
2.1 The  Supplier  reserves  the right  to  amend  the  Services  if  necessary  to  comply  with  any
applicable law or regulatory requirement, or if the amendment will not materially affect the
nature or quality of the Services, and the Supplier shall notify the User in any such event.
3. User's obligations  
3.0 The User shall:
( ) ensure that their Application is complete and accurate;
(a) co-operate with the Supplier in all matters relating to the Services;
(b) obtain and maintain all necessary licences, permissions and consents which may
be required for the Services before the date on which the Services are to start;
(c) comply with all applicable laws;
(d) ensure that their listings are complete and accurate;  
(e) ensure that no false information or counterfeit goods are listed;  
(f) ensure  that  the  content  of  their  listings  are  not  discriminatory  or  use  offensive
(g) shall ensure that it does not copy and replicate other User Listings;  
(h) ensure that it will comply with its own terms and conditions in respect of delivering
items and dealing with returns;  
(i) will not reach The Bribery Act 2010;  
(j) will ensure that it has a valid payment method set up prior to any listing;  
(k) that it will use its customer information for the purposes of the transaction only.
4. Customer’s Obligations
4.0 The Customer shall ensure:-
( ) that he/she reads the full description and terms of the listing before committing to
(a) once purchased that he/she makes payment promptly upon request;  
(b) that any queries he/she has in respect of the purchased goods will be directed to
the User;  
(c) that in purchasing the goods he/she is entering into a legally binding contract and
will be responsible for making a payment in consideration for the goods before
any delivery will be made;  
(d) save  where  otherwise  confirmed  within  listing,  be  responsible  for  the  postage
costs of any returns.  4
5. Charges and payment
5.0 The Charges for the Services shall be calculated by way of a commission of 20% including
all delivery costs, which will be applicable to each User transaction.
5.1 The  Supplier  reserves  the right  to  increase  the  Charges  on  an  annual basis  with effect
from each anniversary of the Commencement Date.  
5.2 The  charges  will  be  taken  automatically  at  source  during  the  transmission  of  each
5.3 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim,
deduction or withholding  (other  than  any deduction  or  withholding of  tax  as  required by
6. Intellectual property rights  
6.0 All Intellectual Property Rights in or arising out of or in connection with the Services (other
than Intellectual Property Rights in any materials provided by the User) shall be owned by
the Supplier.  
6.1 The  Supplier  grants  to  the  User,  or  shall  procure  the  direct  grant  to  the  User of,  a  fully
paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement.  
7. Data protection  
7.0 Both parties will comply with all applicable requirements of the Data Protection Legislation.
This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations
or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means
(for so long as and to the extent that they apply to the Supplier) the law of the European
Union, the law of any member state of the European Union and/or Domestic UK Law; and
Domestic UK Law means the Data Protection Legislation from time to time in force in the
UK and any other law that applies in the UK.]
7.1 The parties acknowledge that for the purposes of the Data Protection Legislation, the User
is the controller and the Supplier is the processor.  
7.2 Without  prejudice  to  the  generality  of  clause  7.0,  the  User  will  ensure  that  it  has  all
necessary  appropriate  consents  and  notices  in  place  to  enable  lawful  transfer  of  the
personal data to the Supplier for the duration and purposes of the Agreement.
7.3 Without  prejudice  to  the  generality  of  clause  7.0,  the  Supplier  shall,  in  relation  to  any
personal  data  processed  in  connection  with  the  performance  by  the  Supplier  of  its
obligations under the Agreement: 5
( ) process  that  personal  data  only  on  the  documented  written  instructions  of  the
User unless the Supplier is required by Applicable Laws to otherwise process that
personal data. Where the Supplier is relying on laws of a member of the European
Union  or  European  Union  law  as  the  basis  for  processing  Personal  Data,  the
Supplier shall promptly notify the User of this before performing the processing
required  by  the  Applicable  Laws  unless  those  Applicable  Laws  prohibit  the
Supplier from so notifying the User;
(a) ensure  that  it  has  in  place  appropriate  technical  and  organisational  measures,
reviewed and approved by the User, to protect against unauthorised or unlawful
processing  of  personal  data  and  against  accidental  loss  or  destruction  of,  or
damage  to,  personal  data,  appropriate  to  the  harm  that  might  result  from  the
unauthorised  or  unlawful  processing  or  accidental  loss,  destruction  or  damage
and  the  nature  of  the  data  to  be  protected,  having  regard  to  the  state  of
technological  development  and  the  cost  of  implementing  any  measures  (those
measures  may  include,  where  appropriate,  pseudonymising  and  encrypting
Personal Data, ensuring confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access to personal data
can be restored in a timely manner after an incident, and regularly assessing and
evaluating the effectiveness  of the technical  and organisational measures
adopted by it);
(b) ensure that all personnel who have access to and/or process personal data are
obliged to keep the personal data confidential; and
(c) not  transfer  any  personal data  outside  of  the  European  Economic  Area  unless
the  prior  written  consent  of  the  User  has  been  obtained  and  the  following
conditions are fulfilled:
( ) the User or the Supplier has provided appropriate safeguards in relation
to the transfer;
(i) the data subject has enforceable rights and effective legal remedies;
(ii) the  Supplier  complies  with  its  obligations  under  the  Data  Protection
Legislation by providing an adequate level of protection to any personal
data that is transferred; and
(iii) the Supplier complies with reasonable instructions notified to it in advance
by the User with respect to the processing of the personal data;
(d) assist  the  User,  at  the  User's  cost,  in  responding  to  any  request  from  a  data
subject and in ensuring compliance with its obligations under the Data Protection
Legislation with respect to security, breach notifications, impact assessments and
consultations with supervisory authorities or regulators;
(e) notify  the  User  without  undue  delay  on  becoming  aware  of  a  personal  data
breach; 6
maintain  complete  and  accurate  records  and  information  to  demonstrate  its
compliance  with  this  clause  7  and  allow  for  audits  by  the  User  or  the  User's
designated  auditor  and  immediately  inform  the  User  if,  in  the  opinion  of  the
Supplier, an instruction infringes the Data Protection Legislation.
8. Limitation of liability:  
8.0 Any  liability  for  miss-sold  or  defective  goods  will  be  the  responsibility  of  the  User.  The
Supplier has no liability for any transactional issues.  
8.1 Nothing in the Agreement limits any liability which cannot legally be limited, including but
not limited to liability for:
( ) death or personal injury caused by negligence;
(a) fraud or fraudulent misrepresentation; and
(b) breach of the terms implied by section 2 of the Supply of Goods and Services Act
1982 (title and quiet possession).
8.2 Subject to clause 8.1, the Supplier's total liability to the User shall not exceed the value of
charges  paid  in  any  12  month  period.  The  Supplier's  total  liability  includes  liability  in
Agreement,  tort  (including  negligence),  breach  of  statutory  duty,  or  otherwise,  arising
under or in connection with the Agreement.  
8.3 This clause 8.7 sets out specific heads of excluded loss and exceptions from them:
( ) Subject to clause 8.1, the types of loss listed in clause 8.3(b) are wholly excluded
by  the  parties,  but  the  types  of  loss  and  specific  losses  listed  in  clause  Error!
Reference source not found. are not excluded.
(a) If any loss falls into one or more of the categories in clause 8.3(b) and also falls
into a category, or is specified, in clause Error! Reference source not found.,
then it is not excluded.  
(b) The following types of loss are wholly excluded:
( ) Loss of profits
(i) Loss of sales or business.
(ii) Loss of agreements or Agreements.
(iii) Loss of anticipated savings.
(iv) Loss of use or corruption of software, data or information.
(v) Loss of or damage to goodwill.
(vi) Indirect or consequential loss. 7
8.4 This clause 8 shall survive termination of the Agreement.
9. Termination
9.0 Without  affecting  any  other  right  or  remedy  available  to  it,  the  user  may  terminate  the
Agreement  deleting their account.  
9.1 Without affecting any other right or remedy available to it, the Supplier may terminate  the
Agreement with immediate effect by giving written notice to the other party if:
( ) the other party commits a material breach of any term of the Agreement and (if
such a breach is remediable) fails to remedy that breach within 14 days of that
party being notified in writing to do so;
(a) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors  (other  than  in  relation  to  a  solvent  restructuring),  being  wound  up
(whether  voluntarily  or  by  Application  of  the  court,  unless  for  the  purpose  of  a
solvent restructuring), having a receiver appointed to any of its assets or ceasing
to  carry  on  business  or,  if  the  step  or  action  is  taken  in  another  jurisdiction,  in
connection with any analogous procedure in the relevant jurisdiction;
(b) the  other  party  suspends,  or  threatens  to  suspend,  or  ceases  or  threatens  to
cease to carry on all or a substantial part of its business; or
(c) the  other  party's  financial  position  deteriorates  to  such  an  extent  that  in  the
terminating  party's  opinion  the  other  party's  capability  to  adequately  fulfil  its
obligations under the Agreement has been placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, the Supplier may suspend or
terminate the Agreement with immediate effect by giving written notice to the User if:
( ) there is a change of control of the User;
(a) If the User’s activity on the platform is dormant for a period of 12 months;
(b) The Supplier receives a serious complaint about the User’s activities  
10. Consequences of termination
10.0 On termination of the Agreement:  
( ) the  User  shall  immediately pay  to  the  Supplier  all  of  the  Supplier's outstanding
unpaid invoices and interest and, in respect of Services supplied but for which no
invoice has been submitted, the Supplier shall submit an invoice, which shall be
payable by the User immediately on receipt;  8
10.1 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities
of the parties that have accrued up to the date of termination, including the right to claim
damages in respect of any breach of the Agreement which existed at or before the date
of termination.
10.2 Any provision of the Agreement that expressly or by implication is intended to come into
or continue in force on or after termination of the Agreement shall remain in full force and
11. General
11.0 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in
performing, or failure to perform, any of its obligations under the Agreement if such delay
or failure result from events, circumstances or causes beyond its reasonable control.  
11.1 Assignment and other dealings.
( ) The Supplier may at any time assign, mortgage, charge, subAgreement,
delegate, declare a trust over or deal in any other manner with any or all of its
rights and obligations under the Agreement.
(a) The User shall not assign, transfer, mortgage, charge, subAgreement, delegate,
declare  a  trust  over  or  deal  in  any  other  manner  with  any  of  its  rights  and
obligations under the Agreement without the prior written consent of the Supplier.
11.2 Entire agreement.
( ) The  Agreement  constitutes  the  entire  agreement  between  the  parties  and
supersedes  and  extinguishes  all  previous  agreements,  promises,  assurances,
warranties, representations and understandings between them, whether written
or oral, relating to its subject matter.
(a) Each party acknowledges that in entering into the Agreement it does not rely on,
and  shall  have  no  remedies  in  respect  of  any  statement,  representation,
assurance  or  warranty  (whether  made  innocently  or  negligently)  that  is  not  set
out in the Agreement. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation or negligent misstatement based on any
statement in the Agreement.
(b) Nothing in this clause shall limit or exclude any liability for fraud.
11.3 Variation. Except as set out in these Conditions, no variation of the Agreement shall be
effective unless it is in writing and signed by the parties (or their authorised
representatives). 9
11.4 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent right or remedy. A
failure or delay by a party to exercise any right or remedy provided under the Agree ment
or  by  law  shall  not  constitute  a  waiver  of  that  or  any  other  right  or  remedy,  nor  shall  it
prevent or restrict any further exercise of that or any other right or remedy. No single or
partial  exercise  of  any  right  or  remedy  provided  under  the  Agreement  or  by  law  shall
prevent or restrict the further exercise of that or any other right or remedy.
11.5 Severance.  If  any  provision  or  part-provision  of  the  Agreement  is  or  becomes  invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to
make  it  valid,  legal  and  enforceable.  If  such  modification  is  not  possible,  the  relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion of a
provision or part-provision under this clause shall not affect the validity and enforceability
of the rest of the Agreement.
11.6 Third party rights.  
( ) Unless  it  expressly  states  otherwise,  the  Agreement  does  not  give  rise  to  any
rights  under  the  Agreements  (Rights  of  Third  Parties)  Act  1999  to  enforce  any
term of the Agreement.
(a) The rights of the parties to rescind or vary the Agreement are not subject to the
consent of any other person.
11.7 Governing  law.  The  Agreement,  and  any  dispute  or  claim  (including  non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or formation
shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall
have  exclusive  jurisdiction  to  settle  any  dispute  or  claim  (including  non-contractual
disputes or claims) arising out of or in connection with the Agreement or its subject matter
or formation.