BY ACCESSING THE SHWAP PLATFORM YOU AGREE TO THESE TERMS (“Terms”).
These Terms explain how we will provide the SHWAP Platform, how the Terms may change or end, what to do if there is a problem and other important information.
We are Shwap Technologies Ltd with company number 13260528 of 117 Fore Street, Exeter, England, EX4 3JQ (“SHWAP”, “us”, “we” or “our” in these Terms).
Please note that there are some conditions in these Terms which apply to all Users, some which solely apply to Buyers and some which apply solely to Sellers, as indicated in these Terms.
The following definitions and words shown in bold throughout shall apply in these Terms:
|"Account"||the ability to log into a personal account on the SHWAP Platform using a unique username and password.|
|"Business Day"||a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.|
|“Buyer”||a User who purchases Products from a Seller via the SHWAP Platform.|
|“Buyer Hub”||the specific area for Buyers on the SHWAP Platform which may be updated and/or varied from time to time by SHWAP.|
|“Courier”||SHWAP’s chosen, selected or approved Courier as set by SHWAP and as notified to the User from time to time.|
|"Data Protection Legislation"||all applicable data protection legislation in force from time to time in the UK including the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection Act 2018, the UK-GDPR each as applied or varied by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit).|
|“Delivery”||the date on which the Courier has delivered the Order to the Buyer.|
|“Delivery Charges”||any charges for shipping and/or postage of the Order to the Buyer required by the Seller.|
|“Digital Wardrobe”||the digital wardrobe that SHWAP creates for individual Users using data provided by our retail partners and/or as varied by the relevant User.|
|“Fees”||the fees due to the Seller from SHWAP, being the Purchase Price inclusive of any taxes, levies, charges, shipping costs (for which the Seller is responsible) minus the Commission in accordance with these Terms.|
|"Intellectual Property Rights"||patents, rights to inventions, copyright, moral rights, trade 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.|
|“Listing”||when a Seller makes a Product available for sale on the SHWAP Platform by creating a Product Listing.|
|"Normal Business Hours"||9.00 am to 5:00pm local UK time, each Business Day.|
|“Order”||the purchase made by the Buyer for the Product.|
|"Order Submission"||when the Buyer submits an Order to the Seller on the SHWAP Platform in accordance with these Terms.|
|“Product”||an item that is available for sale by a Seller by way of a Listing and for purchase by a Buyer on the SHWAP Platform, excluding the items listed at clause 9.1.|
|“Purchase Price”||the price payable by the Buyer to purchase the Product, excluding Delivery Charges.|
|“Seller”||a User who sells Products to Buyers via the SHWAP Platform.|
|“Seller Hub”||the specific area for Sellers on the SHWAP Platform, which must be activated in accordance with SHWAP’s instructions. The Seller Hub may be updated and/or varied from time to time by SHWAP.|
|“SHWAP Platform”||the online software platform available via https://app.shwap.uk/, together with any and all online software applications provided by SHWAP from time to time.|
|“Sold”||the date on which the Product is officially sold by the Seller, being 5 Business Days after Delivery to the Buyer.|
|“Return”||the action of the Buyer electing to return their Order and doing so correctly in accordance with these Terms.|
|"Users"||all users who have an Account and/or access to SHWAP, including both Buyers and Sellers.|
|"User Generated Content"||the content created and uploaded by Users when using the SHWAP (in video, photographic, audio, word or other format), including Product descriptions, reviews and/or Listings.|
Clause, and paragraph headings shall not affect the interpretation of these Terms.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to all gender identities.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
A reference to writing or written includes email, but not fax.
References to clauses are references to the clauses of these Terms.
THE SHWAP PLATFORM
You must be 18 years of age to use and set up an Account with SHWAP.
Your Account is ready to use once you have received an email verification from us and followed the instructions set out in the email verification and/or as set out on the appropriate hub. You will not be able to buy on the SHWAP Platform without following the steps set out in the verification email.
Sellers must be in the UK and/all Products must be shipped from a UK address.
There may be limitations for shipping on certain Products and SHWAP shall endeavour to notify Users of such limitations from time to time. This may mean that the Product cannot be shipped from the Seller and/or to the Buyer.
In return for you agreeing to comply with these Terms, you may:
- access the SHWAP Platform on multiple devices via your Account for your own use for buying, selling and/or accessing your Digital Wardrobe;
- use the SHWAP Platform in accordance with our instructions and these Terms; and
- use the SHWAP Platform to buy and/or sell Products.
The SHWAP Platform has not been developed to meet individual requirements. Please check that the facilities and functions of the SHWAP Platform meet your requirements.
In order to access the SHWAP Platform you must have a compatible device which can access and operate a website browser via the internet. We encourage Users to use a supported and up to date version of Google Chrome where possible.
If you stream the SHWAP Platform onto any device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not your own the device.
From time to time, we may update and change the SHWAP Platform and/or any part of it to improve performance, enhance functionality, reflect changes or address security issues.
SHWAP endeavours to provide the SHWAP Platform with reasonable skill and care, however the SHWAP Platform is currently at the pilot stage and therefore, there may be some slight technical issues. Please contact us if you are experiencing any difficulties.
SHWAP does not warrant that use of the SHWAP Platform will be uninterrupted or error-free, nor free from vulnerabilities or viruses.
SHWAP may from time to time carry out maintenance on the SHWAP Platform which may result in the SHWAP Platform being unavailable to Users for a period of time.
If you want to learn more about the SHWAP or have any problems using the SHWAP, please contact us.
YOUR DIGITAL WARDROBE
At SHWAP, our mission is to reduce the amount of product wastage by encouraging others to buy and sell pre-loved items. By creating an Account, Users agree to SHWAP creating a unique Digital Wardrobe.
Each User will have a Digital Wardrobe created by SHWAP. To create a User’s Digital Wardrobe, SHWAP receives data from its retail partners about that specific User and their historic purchases and/or order history. Each User can amend and/or add to its own Digital Wardrobe to ensure that it is as accurate as possible.
In order for us to populate your Digital Wardrobe, you agree to provide us with all of your applicable email addresses so that we can liaise with our retailer partners and identify your historic purchases.
SHWAP may not be able to accurately populate your Digital Wardrobe. SHWAP is reliant on retail partners to share data with SHWAP for this purpose. However, Users can manually add to their own individual Digital Wardrobe by following the instructions in their Account.
Users must ensure that their Digital Wardrobe is an accurate and true reflection of the actual items they own. Users agree to update and/or remove items as appropriate to ensure that their Digital Wardrobe is not misleading.
Users can list items in their Digital Wardrobe for sale by creating a Listing. Please see our Seller tab for our Seller specific terms.
Users agree to us collecting and using technical information about the devices used to access and use the SHWAP Platform to improve SHWAP’s offerings.
Users agree to provide reasonable assistance to SHWAP as is necessary to enable us to comply with rights of personal data subjects and to respond to any other queries or complaints from individuals, e.g., the rectification, erasure, transfer or blocking of that individual’s personal data.
The SHWAP Platform must be used in an acceptable manner, as such Users must not use the SHWAP Platform:
- in any unlawful manner, for any unlawful purpose, including terrorism or extremism or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the SHWAP Platform;
- to breach in any way any applicable local, national or international law or regulation;
- to record or photograph anyone under the age of 18;
- to post libellous, inaccurate, misleading or defamatory content including in relation to Products;
- to create and/or share sexually explicit material or indecent images; or
- to bully, insult, intimidate, maliciously target, harass, or humiliate any person.
User Generated Content and Products must not:
- be obscene, offensive, hateful or inflammatory;
- infringe third party Intellectual Property Rights;
- promote violence, including but not limited to acts of terrorism or extremism;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender or age;
- promote any illegal content or activity, or bullying; or
- impersonate any person or misrepresent your identity or affiliation with any person.
Users must not:
- transfer their Account to another party without our consent;
- share their username and/or password with anyone;
- provide access to or copies of the SHWAP Platform in whole or in part to third parties;
- infringe or permit another to infringe our Intellectual Property Rights or those of any third party in relation to their use of the SHWAP Platform and/or the uploading of User Generated Content, or Listing or selling counterfeit products, including by the submission of any material or Product (to the extent that such use is not licensed by these Terms). For example, Users must not use images taken by a third party without the consent of the relevant third party, nor sell Products which infringe the rights of another;
- use the SHWAP Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users; and
- collect or harvest any information or data from the SHWAP Platform or our systems or attempt to decipher any transmissions to or from our servers.
Users shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by the Terms between the parties
and except to the extent expressly permitted under these Terms:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SHWAP Platform (as applicable) in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SHWAP Platform;
- access all or any part of the SHWAP Platform to build a product or service which competes with the SHWAP Platform;
- use the SHWAP Platform within a software application, website or software which competes with our operations;
- use the SHWAP Platform to process or disclose personal data which has not been requested by us (“personal data” has the meaning given to it in the Data Protection Act 2018);
- exceed the indicated storage capability of the SHWAP Platform (as notified to you from time to time); or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SHWAP Platform available to any third party except as permitted in accordance with these Terms.
Content, including User Generated Content, that violates any of SHWAP’s policies may be modified, obfuscated, or deleted at SHWAP’s discretion.
Users shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the SHWAP Platform and, in the event of any such unauthorised access or use, promptly notify SHWAP.
All Users must comply with the terms of any third-party payment provider used and/or available for use via the SHWAP Platform.
If in our sole opinion you are in breach of this clause then we may, at our discretion, take any or all of the following actions:
- terminate your Account and use of the SHWAP Platform; and/or
- block your access to the SHWAP Platform; and/or
- report your activity to the appropriate authority; and/or
- bring action against you in respect of your breach and pursue you for any damages arising from your action
THIRD PARTY WEBSITES
Users acknowledge that the SHWAP Platform may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. SHWAP makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Users, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party.
INTELLECTUAL PROPERTY RIGHTS
By setting up an Account, we grant you a non-exclusive, royalty-free, worldwide licence to use the SHWAP Platform in accordance with these Terms for your use only. If you default on our Terms, we have the right to suspend and/or remove your access to the SHWAP Platform with immediate effect.
Users acknowledge and agree that SHWAP and/or its licensors own all Intellectual Property Rights in the SHWAP Platform, and any other materials issued or distributed by SHWAP and/or its licensors via the SHWAP Platform or otherwise. Except as expressly stated in these Terms, these Terms do not grant Users any rights to any Intellectual Property Rights or any other rights or licences in respect of the SHWAP Platform.
Users grant SHWAP a world-wide, royalty-free, transferable, perpetual licence to use User Generated Content within and in relation to the SHWAP (including to facilitate reviews and audits). SHWAP may, at its discretion, use the User Generated Content more widely for the purposes of marketing, promotion, improvement of the SHWAP Platform and/or sharing with other Users on the SHWAP Platform.
SELLING ON SHWAP
These Terms, any additional or varied terms as set by us in writing and any instructions given on the SHWAP Platform, make up the agreement between the Seller and SHWAP.
To be able to sell on SHWAP and become a Seller you must follow SHWAP’s instructions in relation to the same as set out from time to time.
The Seller shall use the SHWAP Platform in accordance with SHWAP’s instructions (as specified from time to time).
The Seller must not use any other platform to sell its Products.
Sellers can list Products for sale for free on the SHWAP Platform and there is currently no limit on the amount of free Listings a Seller can make, however SHWAP reserve the right to introduce a cap on the amount of free Listings that can be made per calendar month and charge a fee for additional Listings. If SHWAP decide to exercise this right, SHWAP will write to the Seller in advance of any such monthly Listings cap.
In relation to Listings and Products, Sellers must:
- ensure that all Listings are an accurate and true representation of the Product being sold;
- ensure that all Products are fairly and responsibly priced;
- ensure that all Listings clearly show the Purchase Price and Delivery Charges;
- ensure that any and all stains, marks, holes, faults in the Product are clearly represented and displayed in the Listing, including providing an accurate description of the Product;
- ensure that all piercings are sterilised and state that piercings cannot be returned, unless faulty;
- ensure that all measurements and sizing of the Products are correct and/or accurately described;
- ensure that all Products are clean and appropriately washed before dispatch to the Buyer;
- ensure that the Product is fit for the purpose advertised;
- the Product is of satisfactory quality; and
- the Product is as described in the Listing, advert, or marketing materials.
When a Listing is created, the Listing will remain on the SHWAP Platform until the Product is Sold, the Seller cancels the Listing, or we remove the Listing. We can remove the Listing at any time for any reason.
If the lifespan of the Listing goes beyond 90 days, we may contact you with alternative methods of re-homing or recycling your Product, if appropriate.
The Seller agrees to:
- provide all necessary access to such information as may be required by SHWAP;
- comply at all times with all applicable laws and regulations with respect to their use of the SHWAP Platform and selling second-hand items;
- obtain and maintain all necessary licences, consents, and permissions necessary for SHWAP, its contractors and agents to perform their obligations under these Terms; and
- be responsible for the legality, accuracy, cleanliness, and content of the Product
In relation to Orders:
- When a Buyer makes an Order Submission, the Seller can either accept or reject the Order Submission, at the Seller’s discretion, however the Seller’s reasoning must not be for any unlawful or discriminatory purpose.
- If the Seller rejects an Order Submission, the Listing will remain available for other Buyers to make Order Submissions.
- If the Seller accepts an Order Submission, and SHWAP has notified the Seller that it has received payment from the Buyer, the Seller must dispatch the Buyer’s Order to our chosen Courier within 5 Business Days.
In relation to dispatching the Order:
- SHWAP will provide the Seller with a shipping label on the Seller Hub;
- the Seller is responsible for correctly and responsibly packaging the Product so that the Product arrives in the condition it was dispatched in and correctly applying our provided shipping label so that it is accepted by our selected Courier;
- the Seller agrees to comply with our instructions from time to time in relation to packaging the Product;
- the Seller is responsible for payment of any shipping and postage costs required for Delivery to take place;
- The Seller must use SHWAP’s chosen Courier in accordance with SHWAP’s instructions; The Seller bears the risk of the Order until it is collected by our selected Courier, at which point the risk in the Order passes to SHWAP until Delivery is completed.
- The Seller shall pass title of the Products in the Order to the Buyer upon Delivery.
The Seller undertakes that:
- once it accepts an Order from a Buyer by declaring so on the SHWAP Platform, it must fulfil that Order in accordance with these Terms;
- the Products included in the Order will be a true and accurate reflection of the Listing and shall not change in any way from the date when the Listing was first made (unless otherwise disclosed on the Listing prior to the Buyer’s Order Submission);
- it shall not amend and/or alter the Listing or Product after receipt of an Order Submission which it later accepts; and
- if the Seller fails to dispatch the Order in accordance with clause 8.9 then SHWAP may refund payment of the Purchase Price and the Delivery Charges to the Buyer, with no obligation to ensure that the Order is returned to the Seller.
The Seller is responsible for insuring its Products.
PRODUCTS FOR SALE
The following items are not permitted to be sold on the SHWAP Platform, nor are they permitted to feature in a Listing or User Generated Content:
- food or supplements;
- any drugs, including narcotics;
- toys of any kind, including those for children and those for adults; and
- any items which require age verification and/or are subject to regulations or laws, such as alcohol, medical devices and/or medication.
The Seller shall permit SHWAP to deduct a commission from the total price of each Product Sold on the SHWAP Platform; the commission percentage shall be notified to the Seller on the Seller Hub and/or otherwise by SHWAP from time to time. For the avoidance of doubt the commission includes the Purchase Price, Delivery Charges, taxes and any other applicable fees (“Commission”). SHWAP reserve the right to vary the Commission percentage at any time by providing notice to the Seller.
SHWAP shall pay the Fees for the Sold Product to the Seller up to 30 Business Days after Delivery to the Buyer unless the Buyer makes a Return. In which case, the Seller shall not receive their Fee. The Seller should allow additional time for the Fee to reach the Seller’s nominated bank account (as set out on the Seller’s Hub).
If the Seller makes multiple sales in one calendar month or in another period specified by SHWAP, SHWAP reserves the right, to make one payment to the Seller to account for all accrued Commission during that time period.
It is the Seller’s responsibility to ensure that the Seller’s bank account details are correct on their Account to enable SHWAP to pay the Fees to the Seller.
SHWAP is not liable for any Fees that the Seller does not receive which is due to any act, omission, error and/or mistake made by the Seller.
The Seller is responsible for all taxes (including but not limited to penalties, fines, charges, or late payment interest) related to sales on the SHWAP Platform. To the extent possible under English law, you shall pay to us as a debt on demand all costs incurred by us, including but not limited to tax, penalties and interest, levied by any competent tax authority due to your failure to provide a valid VAT registration number and/or your failure to pay any such taxes, penalties or interest.
These Terms, any additional or varied terms as set by us in writing and any instructions given on the SHWAP Platform, make up the agreement between the Buyer and SHWAP.
When using the SHWAP Platform, the Buyer:
- is responsible for ensuring that the Buyer’s delivery address and billing address is accurate and correct;
- accepts that payment of the Purchase Price will be taken by SHWAP at the point at which the Buyer makes an Order Submission;
- accepts that if payment for the Order is declined then the Seller will not dispatch the Order and the Order may be cancelled without further notice to the Buyer;
- is responsible for reading the full Listing, including images and representations of the Product and the Product description before making a commitment to buy via an Order Submission;
- accepts that by placing an Order Submission the Seller may accept or reject the Order Submission and that there is no guarantee that the Seller will accept the Order Submission;
- if the Seller rejects an Order Submission, the Buyer will be refunded the Purchase Price; and
- accepts that upon an Order Submission being accepted by the Seller and SHWAP notifying the Buyer on the Buyer Hub, a legally binding contract is formed to purchase the Product in the applicable Listing and the Purchase Price will become immediately payable via our selected payment method.
SHIPPING AND DELIVERY
The Buyer is responsible for payment of the Delivery Charges as advertised and set by the Seller on the Listing and payment of the same must be made upon the Seller’s acceptance of the Order Submission, together with the Purchase Price.
Once the Seller has accepted your Order Submission and SHWAP has received payment from the Buyer, the Seller will dispatch the Buyer’s Order to our chosen Courier within 5 Business Days.
Delivery is completed when the Courier places the Order at the Buyer’s disposal at the Buyer’s delivery address.
Delays in the Delivery of an Order shall not entitle the Buyer to:
- refuse to take Delivery of the Order; or
- a refund of all or part of the Purchase Price.
SHWAP shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Seller’s and/or Buyer’s failure to comply with its obligations under these Terms.
Risk in the Order shall pass to the Buyer on Delivery.
Title to Products in the Order shall not pass to the Buyer until the Seller receives payment in full and in cleared funds and Delivery takes place.
In the event that the Seller does not dispatch the Order within 5 Business Days of SHWAP receiving payment of the Purchase Price and Delivery Charges from the Buyer, then SHWAP may issue the Buyer with a refund for the Purchase Price and Delivery Charges.
The SHWAP Platform connects Sellers and Buyers, but we are not a retailer. Second-hand or pre-loved items or refurbished goods do not have to be of the same quality as new items. Therefore, a Buyer cannot simply reject an item because it is not of the same standard as you would expect if it was brand new. However, under these Terms, our Sellers are obligated to ensure that all Listings are a true and accurate representation of the Product being advertised. If this is not the case, please contact us or start the Return process within 5 Business Days of Delivery in accordance with these Terms.
The Buyer may Return the Order by generating a Return on the Buyer Hub within 5 Business Days of Delivery. This means that the Buyer has 5 Business Days from the date of Delivery to start a Return on the Buyer Hub.
To start and complete a Return on the Buyer Hub, the Buyer must follow the instructions given by us on the SHWAP Platform.
If the Buyer correctly generates a Return on the Buyer Hub, the Buyer must act in accordance with any instructions given by SWHAP via the Buyer Hub.
The Buyer must bear any and all costs of the Return, including any consequential postage and/or shipping fee and the Buyer accepts that any such costs are non-refundable.
If the Return has been successful, the Buyer will receive a refund for the Purchase Price, less any Delivery Charges, postage and/or shipping costs incurred by making the Return.
It is the Buyer’s responsibility to ensure that the Return is performed correctly within 5 Business Days and if the Return is not performed correctly within 5 Business Days, the Return may not be accepted and the Buyer may not be entitled to a Return, nor receive a refund of the Purchase Price.
The following items are non-returnable, unless faulty:
- piercings of any kind; and
- underwear or swimwear.
These Terms do not affect a Buyer’s statutory rights.
GENERAL TERMS FOR ALL USERS
Users shall defend, indemnify and hold harmless SHWAP against claims, actions, proceedings, including for infringement of third party Intellectual Property Rights, losses (including data loss, loss of profit), reputational damage, loss of and/or damage to Products, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the SHWAP Platform.
Sellers shall defend, indemnify and hold harmless SHWAP against claims, actions, proceedings, arising under and/or in relation to the Consumer Rights Act 2015, sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982.
LIMITATION OF LIABILITY
Nothing in these Terms excludes the liability of SHWAP for death or personal injury caused by SHWAP’s negligence or for fraud or fraudulent misrepresentation.
SHWAP shall have no liability for any damage caused by errors or omissions in any information, instructions or software provided to Users in connection with the SHWAP Platform.
In relation to SHWAP’s provision of the SHWAP Platform, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and the SHWAP Platform is provided to Users on an "as is" basis.
Subject to clause 15.1, SHWAP shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, loss of and/or damage to Products, costs, damages, charges or expenses however arising under these Terms and/or the User’s use of the SHWAP Platform. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms.
Subject to Clause 15.1, SHWAP’s total liability to a User shall be limited to the total revenue generated by SHWAP in relation to that User’s Order under which a claim is brought.
TERM AND TERMINATION
These Terms bind Users for as long as they have an Account.
If Users wish to disable and/or terminate their Account, they can do so within their Account.
On termination of these Terms for any reason:
- all licences granted under these Terms shall immediately terminate and Users shall immediately cease all use of the SHWAP Platform; and
- 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 these Terms which existed at or before the date of termination shall not be affected or prejudiced.
SHWAP shall have no liability to Users under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the courier, delivery service or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order or local authority guidance (including free movement of goods and people), rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, outbreak of infectious disease or default of suppliers or sub-contractors (“Force Majeure Event”), provided that Users are notified of such an event and its expected duration. In the case of a Force Majeure Event, SHWAP reserves the right to cancel any Order made without incurring any liability to the Seller or the Buyer.
If there is an inconsistency between any of the provisions in the main body of the Terms and any instructions provided on the SHWAP Platform or within any policies provided or referred to by SHWAP, the provisions in the Terms shall prevail, unless otherwise agreed by SHWAP in writing.
CHANGES TO THESE TERMS
We may need to change these Terms to reflect changes in law, best practice or to deal with upgrades or additional features which we introduce.
If you do not accept the changes you may not be permitted to continue to use the SHWAP Platform.
No other variation of these Terms shall be effective unless it is in writing and agreed by SHWAP.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
RIGHTS AND REMEDIES
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
These Terms and our policies constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, terms, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The User shall not, without the prior written consent of SHWAP, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
SHWAP may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms.
NO PARTNERSHIP OR AGENCY
Nothing in these Terms is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
THIRD PARTY RIGHTS
These Terms do not confer any rights on any person or party (other than the parties to this Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given by us under these Terms shall be sent by email to the User’s primary email address and/or via the Seller Hub or Buyer Hub. Any notice required to be given by the Users must be sent by email to firstname.lastname@example.org and the subject heading must be “NOTICE”. The notice shall be deemed delivered at the time of transmission if between 9am and 5pm on a Business Day, otherwise at 10:00am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or any other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
If a dispute arises between a User and SHWAP, we strongly encourage the User to first contact us directly to seek a resolution by contacting email@example.com. Our customer service is available free of charge for every User to submit complaints and other inquiries. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. This does not affect the validity of clause 30 which remains in full force.
GOVERNING LAW AND JURISDICTION
The validity, construction and performance of the Terms shall be governed exclusively by English law. In the event that legal proceedings are initiated by a User against SHWAP in relation to a claim or dispute arising out of or in connection with these Terms or any non-contractual obligations arising between the parties, the courts of England and Wales shall have exclusive jurisdiction to settle such dispute or claim.
Where legal proceedings are initiated by SHWAP against a User in relation to a claim or dispute arising out of or in connection with these Terms or any non-contractual obligations arising between the parties, SHWAP may in its sole discretion commence proceedings in the courts of any jurisdiction it may choose against the User. Legal proceedings brought by SHWAP in any one or more jurisdictions shall not preclude legal proceedings by SHWAP in any other jurisdiction, whether by way of substantive action, ancillary relief, enforcement or otherwise.