Shopupp Ltd Terms and Conditions

1. WHAT ARE THESE TERMS AND CONDITIONS?

1.1 These Terms and Conditions set out the terms on which ShopUpp provides the App, allows Stores to offer for sale any Goods to You and on which You agree to use the App to make Orders. These Terms and Conditions apply to all Orders made via the App.

1.2 Please review these Terms and Conditions carefully and make sure that You understand them before using the App and/or making an Order. If You do not agree to these Terms and Conditions, You must cease use of the App and must not make an Order through the App.

2. DEFINITIONS

2.1 In these Terms and Conditions:

“Account” means the account of a User with ShopUpp which is created when a User registers with ShopUpp by completing the registration form available on the App;

“App” means any applications for mobile devices published by ShopUpp from time to time any associated social networking profiles.

“Basket” means the virtual shopping basket associated with Your Account on the App which contains Goods selected by You for purchase;

“Customer” means any User who purchases Goods from ShopUpp via the App;

“Goods” means the clothes and accessories ordered by and supplied to a Customer;

“Listings” means a summary on the App of Goods containing without limitation an image of the product (or a similar product), a description of the product and a statement of the price of the product;

“Order” means any request by a User to purchase any Goods made by selecting one or more Listings, adding such Listings to Your Cart and making payment for the contents of Your Cart (as further detailed in clause 5);

“ShopUpp”, “we” and “us” are references to ShopUpp Limited;

“Store” means the manufacturer, distributor and/or original retailer of any Goods for whom ShopUpp markets, promotes and publishes such Goods through the App and takes and processes Orders for such Goods from Customers;

“User”, “Your” and “You” means a user of the App.

3. ACCEPTANCE OF TERMS AND CONDITIONS

3.1 By using the App and/or making an Order, You accept and agree to be bound by these Terms and Conditions.

3.2 ShopUpp may at any time modify these Terms and Conditions. We will notify You of any changes to these Terms and Conditions either by emailing You (at the email address entered by You into the registration form on the App) and/or by posting a notice on the App. By continuing to use the App and/or making any Order after changes to these Terms and Conditions are made and notified to You, You agree to be bound by such changes.

3.3 You can review the most current version of our Terms and Conditions at any time by clicking on the "small print" link located at the top of the App. It is Your responsibility to ensure that You are familiar with the current Terms and Conditions. You are advised to check the above link on a regular basis.

4. WHAT IS THE APP?

4.1 The App is an electronic marketing platform which publishes Listings for products sold by Stores to Customers that automatically match the style of the Customer.

4.2 ShopUpp are not acting as the seller of Goods, but are merely an intermediary marketing and promotions platform which facilitates Customers to make Orders with Stores and if a Customer so wishes, pay for that Order through the App.

5. HOW TO MAKE AN ORDER

5.1 Users may browse the App for free and may view Listings without any obligation to make an Order.

5.2 If You wish to purchase Goods shown in a Listing, You may select it by clicking “Add to Basket” on the Listing for the relevant Goods. The default setting for quantity of Goods shown in the Listing is always) one item.

5.3 When You click the “Add to Basket” button on a Listing, the Goods shown in that Listing will be transferred to Your Basket. You can view Your Basket any time by selecting the Basket button at the top right hand side of the hanger page of the App.

5.4 By adding Goods to Your Basket, You have not entered into any binding commitment. At any time prior to payment, You can delete any item from Your Basket by selecting the X icon next to the relevant Goods in Your Cart.

5.5 When You have finished selecting Goods, You may select the “Checkout” button at the bottom of Your Basket

5.6 You will be asked to log in to Your Account, or if You have not yet set up an Account, You will be asked to register with the App. Once You have logged into Your Account (or have registered an Account with the App), You will be redirected to the web page of our secure payment provider. You will be asked to enter Your credit or debit card details and to click “submit”. Depending on Your card provider, You may be redirected to a card verification page in which You will be asked to enter certain letters or numbers of Your secret password. This card verification page is operated by Your card issuer.

5.7 ShopUpp may charge an administration fee of 1.75% of the total amount of Your Order if you decide to pay by way of credit card. This administration fee is non-refundable.

5.8 ShopUpp will not see or receive Your credit or debit card details or the letters or numbers of Your secret code (to the extent that You are required to enter these). These will be viewable only by the payment provider and/or Your card issuer (as applicable).

5.9 When Your payment has been processed, You will receive a confirmation email.

5.10 On completion of the payment process which shall occur at the later of submission by You of Your credit or debit card details and (to the extent applicable) submission of the relevant letters or numbers of Your secret password, an Order will to have been made.

5.11 The Order is with the Store(s) offering the Goods for sale. No contract comes into existence between You and ShopUpp.

5.12 The cancellation and refund policies set out below shall apply to such Order.

5.13 Where the Goods are shipped to an address outside of the EU (or where the Store is located outside of the EU), import duties and charges may be applied to the Goods. These costs will be payable by You on delivery and are not included in the cost of the Goods.

6. DELIVERY

6.1 Where You choose to have the Goods delivered to You, the delivery options and charges applicable to Goods are at the discretion of Stores. However, ShopUpp aims to maintain delivery rates in accordance with Royal Mail’s current rates from time to time and offers guidance to Stores on the amount of their delivery charges. Shopupp will never increase delivery charges.

6.2 In the case of same-day delivery Orders, the Store shall use a courier to deliver the Goods to the Customer.

6.3 Delivery charges (if applicable) will be added at checkout.

6.4 ShopUpp and the Stores rely on third parties to provide delivery services . Neither we nor the Stores can be responsible if estimated timelines are not met. If You do not receive a delivery in time, You may cancel Your Order in accordance with the cancellation policy detailed below.

7. RETURNS

7.1 If for any reason You are unhappy with Your Order, You must follow the instructions that are supplied with by the Store with Your Order. You must not send the Goods to ShopUpp as ShopUpp are not capable and have no authority to issue refunds or handle returns

7.2 Neither ShopUpp nor the Store shall be responsible for any lost or damaged Goods. Therefore, You are advised to retain the proof of postage certificate for any Goods returned.

8. YOUR CONDUCT

8.1 By downloading and/or using the App, You agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the App.

8.2 You agree and undertake to keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the App using Your username and password.

8.3 You agree not to interfere with the servers or networks connected to the App or to violate any of the procedures, policies or regulations of networks connected to the App, including these Terms and Conditions.

8.4 You also agree not to:

(a) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the App to any third party, or jeopardize the correct functioning of the App, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the App;

(b) attempt to gain access to secured portions of the App to which You do not possess access rights;

(c) impersonate any other person while using the App;

(d) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the App;

(e) resell or export the software associated with the App;

(f) use the App to generate unsolicited advertisements or spam; or

(g) use any automatic or manual process to search or harvest information from the App, or to interfere in any way with the proper functioning of the App.

9. OUR RIGHTS

In providing You with access to the App, publishing Listings and permitting You to make Orders for Goods via the App, ShopUpp reserves the following rights, and in accessing, browsing or otherwise using the App and/or making any Order via the App You grant to ShopUpp and agree that ShopUpp shall have the following rights:

(a) the right to refuse or withdraw Your access to the App in accordance with applicable laws for any reason at any time (with or without notice) if in ShopUpp’s sole and absolute discretion You violate or breach any of these Terms and Conditions;

(b) the right to suspend, amend or disable Your Account without giving You notice or any reason;

(c) the right to remove or amend any Listing without giving You notice or any reason;

(d) the right to cancel any Order or amend in part any Order without giving You notice or any reason, save that in such circumstances ShopUpp shall refund such part of the Order as has been cancelled by it;

(e) the right to amend or update the App, prices of any Goods, any Listing, billing methods or these Terms and Conditions from time to time;

(f) the right to report You to the police or other judicial body if ShopUpp believes in its sole and absolute discretion that Your conduct (whether in using the App, making an Order for any Goods or otherwise) is or may be unlawful.

10. INTELLECTUAL PROPERTY

10.1 ShopUpp and/or its licensor(s) are the sole owners of the App, which includes any software, domains, and content made available through the App.

10.2 The ShopUpp Store and the App are protected by UK and International copyright and other intellectual property laws. Without limitation, this means that You may not sell, export, license, modify, copy, distribute or transmit the App (or any part of it) or any material provided through the App without ShopUpp’s prior express written consent.

10.3 Any unauthorized use of the App will result in the automatic termination of the limited license granted by us. ShopUpp reserves the right to terminate the limited license without notice at any time following an unauthorized use by You of the App.

10.4 ShopUpp and its graphics, logos, icons and service names related to the App are registered and unregistered trademarks or trade dress of ShopUpp. They may not be used without ShopUpp’s prior express written permission.

10.5 All other trademarks not owned by ShopUpp that appear in connection with the App are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by ShopUpp.

11. SECURITY

Whilst we have implemented commercially reasonable technical and organisational measures to secure Your personal information from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information at Your own risk.

12. ELECTRONIC COMMUNICATIONS

By downloading and/or using the App and/or viewing Listings and/or making any Order for Goods through the App, You consent to receiving electronic communications and notices from ShopUpp to the extent that such communications are necessary for the performance of our contractual obligations to you under these Terms and Conditions. Any other electronic communications that we send to you for marketing purposes will be subject to and in accordance with the specific consent you provided when you [downloaded the App. You can change your preferences any time by [ ]]

13. PRIVACY

You provide us with personal information when You register an Account via the App. We also collect information both relating to You (for example on Your usage and purchase history) and to Users of the App in general. Any personal data that You submit or that we collect when You are using the App is subject to the ShopUpp Privacy Policy which is available to view at [insert link], the terms of which are hereby incorporated into these Terms and Conditions

14. NO WARRANTY AND LIABILITY LIMIT

14.1 ShopUpp provides the App "as is" and without any warranty or condition, whether express, implied or statutory. ShopUpp specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent permissible under the Sale of Goods Act 1979 (as amended).

14.2 ShopUpp assumes no liability or responsibility for any errors or omissions in the App; any failures, delays or interruptions in the App or in delivery of any Goods; any losses or damages arising from the use of the App and/or any delay in delivery of any Goods and/or any errors in any Order and/or any Goods that are not of satisfactory quality or do not match the description of such Goods in the relevant Listing, save that on request ShopUpp shall refund the price of such goods subject to the policy on returns detailed above; and any conduct by users of the App.

14.3 ShopUpp reserves the right to deliver the App, to publish Listings and to facilitate Orders in its sole and absolute discretion.

14.4 In no event shall ShopUpp, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the App, the publication of any Listing, the placement by You of any Order, the delivery of any Goods, the failure in whole or in part to deliver any Goods or these Terms and Conditions, on any theory of liability, and whether or not advised of the possibility of damage.

14.5 ShopUpp does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of ShopUpp.

14.6 If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.

14.7 From time to time You may use or access services, promotions and Apps of third parties (including without limitation PayPal). In using or accessing third party services, promotions and Apps, You agree to be bound by the Terms and Conditions of such third parties governing their services, promotions and Apps and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of Apps belonging or operated by third parties.

14.8 ShopUpp specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the App.

15. INDEMNITY

You agree to indemnify and hold ShopUpp and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of Your breach of these Terms and Conditions and/or Your violation of any law or the rights of any third party.

16. DISPUTES

16.1 You agree that these Terms and Conditions and any claim, dispute or controversy arising out of in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims), the App, ShopUpp’s advertising or any related transaction between You and ShopUpp shall be governed by and construed in accordance with English law.

16.2 Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

17. TERMINATION

ShopUpp may change or discontinue the availability of the App and at any time without prior notice. ShopUpp reserves the right to terminate these Terms and Conditions for any reason, without notice, and these Terms and Conditions shall automatically terminate in the event that You violate any of the Terms and Conditions set forth herein (with prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the App and will not make any Order.

18. GENERAL

18.1 These Terms and Conditions are agreed between You and us. No person shall have any rights under or connection with these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.

18.2 If any court or competent authority decides that any term of these Terms and Conditions is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.

18.3 ShopUpp reserves the right to charge interest on any late payments at the rate of 7% per annum above the base rate of the Bank of England. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

18.4 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

18.5 Our failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision.

18.6 You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms and Conditions without our prior express written consent.

18.7 These Terms and Conditions set forth the entire understanding and agreement between You and ShopUpp with respect to the subject matter hereof.

18.8 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

18.9 You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions agreement or their subject matter or formation (including non-contractual disputes or claims).