Fashion Mouse Transaction Service Agreement
December 15, 2017
Thank you for trading on Fashion Mouse web-based transaction platforms. This Fashion Mouse Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the web-based transaction platforms on the website www.fashion-mouse.com. This Agreement contains various limitations on Fashion Mouse transaction services as well as gives various powers and authority to Fashion Mouse with respect to online transactions using Fashion Mouse’s transaction services. This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer. You should read this Agreement and the relevant transactional terms, and other website rules and policies of Fashion Mouse carefully which are hereby incorporated into this Agreement by reference.
1. Application and Acceptance of Terms
1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Fashion Mouse entity listed below (“Fashion Mouse” or “we”) for use of Fashion Mouse’s transaction services.
1.2 Transactional Terms. Fashion Mouse provides an online transaction platform and ancillary services (“Transaction Services”) on the website www.fashin-market.com which allow registered members of the Website to conclude online transactions for products or services within the Website subject to the terms of this Agreement. Fashion Mouse may publish transaction rules, dispute rules and other rules and policies for any type of online transactions (“Transactional Terms”). Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.
1.3 General Terms. You agree that you shall also comply with relevant website rules and policies published on the Websites which are also incorporated into this Agreement by reference (“General Terms”). The General Terms include without limitation:
• Product Listing Policy
• Intellectual Property Right (IPR) Policy
1.4 Binding Agreement. This Agreement including the Transactional Terms and the General Terms forms a legally binding agreement between you and Fashion Mouse in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.
1.5 Amendments. You acknowledge and agree that Fashion Mouse may amend any terms of this Agreement including the Transactional Terms and the General Terms at any time by posting the relevant amended and restated version on the Website. The amended terms shall be effective immediately upon posting. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of Fashion Mouse.
1.6 Language Version. If Fashion Mouse has posted or provided a translation of the English version of any terms of this Agreement including the Transactional Terms and the General Terms, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services.
1.7 Fashion Mouse Affiliates. Some of the Transaction Services may be supported by our affiliates.
1.8 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with Fashion Mouse or our affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall control regarding the relevant types of Transaction Services or Online Transactions, as appropriate.
1.9 Membership Services. This Agreement does not affect your agreement with us or any of our affiliate concerning your subscription and use of the paid or free membership services of the Website, unless otherwise stipulated in this Agreement or the relevant service agreement.
2. Transaction Services
2.1 Transaction Services. Fashion Mouse’s Transaction Services are designed to facilitate registered members of the Website to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Website (“Online Transactions”). Fashion Mouse reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Fashion Mouse further reserves the right to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Fashion Mouse.
2.2 Members Only. Fashion Mouse’s Transaction Services are only available to registered members of the Website. If your subscription to the paid or free membership of the Website expires or is early terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement whilst your paid or free membership registration on the Website is terminated, Fashion Mouse shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Fashion Mouse considers appropriate.
2.3 Types of Transactions. Fashion Mouse’s Transaction Services are available to types of Online Transactions permitted by Fashion Mouse only. For any type of Online Transactions, Fashion Mouse may limit the Transaction Services to a specified group of members in the relevant Transactional Terms. The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.
2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that:
(a) may infringe Fashion Mouse’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights.
(b) may be in breach of the Intellectual Property Right Protection Policy.
(c) may be in breach of other terms of this Agreement including the Transactional Terms and the General Terms.
Fashion Mouse shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.4.
2.5 Refuse or Cancel Transactions. Apart from clause 2.4, Fashion Mouse reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where Fashion Mouse has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Fashion Mouse or any of our affiliates to liability. Fashion Mouse may also require additional verifications or information for any Online Transaction.
2.6 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Fashion Mouse shall have the full right and power to make a determination for such Dispute. Upon receipt of a Dispute, Fashion Mouse shall have the right to request the Buyer to provide supporting documents.
2.10 Powers of Fashion Mouse. YOU EXPRESSLY ACKNWOLEDGE AND AGREE THAT FASHION MOUSE SHALL HAVE THE FULL POWER, AUTHORITY AND DISCRETION TO REJECT OR CANCEL AN ONLINE TRANSACTION. You also acknowledge that this Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that Fashion Mouse shall have the right to modify or supplement the Transaction Terms. You further agree and accept that Fashion Mouse shall have the right to make determinations wherever Fashion Mouse considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of Buyer regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement.
2.11 Fashion Mouse’s Records. In case of any dispute in connection with any Online Transaction, the records of Fashion Mouse shall take precedence and be conclusive.
3. Transactions between Sellers and Buyers
3.1 Seller and Buyer. For the purpose of this Agreement, the term “Seller” means Fashion Mouse who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
3.2 Online Order. Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Websites. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc. Fashion Mouse may refuse to process or cancel any Online Transaction which in Fashion Mouse’s reasonable opinion, has insufficient information to constitute a binding contract.
3.3 Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. Seller or Buyer may only cancel any Online Transaction according to the relevant Transactional Terms.
3.4 Payment of Contract Price. For any Online Transaction, you agree that the full payment of the contract price of the Online Transaction without any deductions must be made in clear funds by one of the payment methods designated by Fashion Mouse only.
3.5 Third Party Vendors. You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc. Some of such third party vendors may be partners of Fashion Mouse and thus designated by Fashion Mouse to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Website. Notwithstanding the foregoing circumstances, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Fashion Mouse and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors.
4. Member’s Responsibilities
5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Fashion Mouse’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Fashion Mouse shall not be liable for any loss or damages arising from such default.
5.2 Representations and Warranties. You represent and warrant that:
(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations;
(b) all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the Transaction Services to defraud Fashion Mouse, our affiliates, or other members or users of the Websites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and
5.3 Breaches. If you are, in Fashion Mouse’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, Fashion Mouse shall have the right to cancel the relevant Online Transaction(s). Fashion Mouse also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Website. Fashion Mouse may also publish the findings, penalties and other records regarding the breaches on the Website.
5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.
5.5 Feedback System. You shall not take any action which may undermine the integrity of Fashion Mouse’s feedback system, such as providing positive feedback on oneself on the Websites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Websites.
5.6 Indemnification by Member. You agree to indemnify Fashion Mouse and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. Fashion Mouse reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Fashion Mouse in asserting any available defenses.
6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other members of the Websites or Fashion Mouse in connection with any Online Transaction or the Transaction Services.
6.2 Confidential Information. All information and material provided by another member of the Websites or Fashion Mouse will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
7. Disclaimer and Limitation of Liability
7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND FASHION MOUSE MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. FASHION MOUSE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE WEBSITES. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. FASHION MOUSE AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, FASHION MOUSE SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES.
7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.
8. Force Majeure
8.1 Force Majeure. Under no circumstances shall Fashion Mouse and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.
9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Websites. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Fashion Mouse by sending the notices to Fashion Mouse at Omirou 7, Aglantzia, Nicosia, 2121, Cyprus.
10. Governing Law; Jurisdiction
10.1 Governing Law. This Agreement shall be governed by the laws of the Republic of Cyprus without regard to conflict of law principles.
10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.
10.3 Dispute between Buyer and Seller. In case a Dispute arises between Buyer and Seller from or in connection with an Online Transaction, if the Dispute is not resolved through amicable negotiation within the prescribed time period according to the relevant Transactional Terms, you agree to submit the Dispute to International Arbritation within 20 calendar days from date of dispute
10.4 Other Disputes. In case a Dispute arises between you and Fashion Mouse in any other circumstances, if the Dispute is not resolved between you and Fashion Mouse, you and Fashion Mouse agree that the Dispute shall be finally resolved by arbitration with an international arbitration organization.
10.5 Arbitration. If any Dispute is submitted to the arbitration, the arbitration shall be conducted in accordance with the rules in force at the time of applying for arbitration as amended by this clause. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English and in Cyprus. The arbitration shall be conducted by telephone, online and/or solely based on written submissions as specified by the party initiating the arbitration, provided that the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties. The arbitration award rendered by arbitration shall be final and binding on all the relevant parties. The arbitration expenses shall be borne by the losing party unless otherwise determined in the award.
10.6 Indemnification. If you initiate any legal proceedings against Fashion Mouse or our affiliates in breach of this clause 10, including any legal proceedings disputing Fashion Mouse’s determination which has become binding on you according to this clause 10, you shall hold Fashion Mouse and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
10.7 Limitation Period. In any event, you may not make any claim against Fashion Mouse or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.
10.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
11. General Provisions
11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Fashion Mouse with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
11.5 No Waiver. Any failure by Fashion Mouse and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
11.6 Assignment. Fashion Mouse shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Fashion Mouse may delegate certain of Fashion Mouse rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.