TERMS OF BUSINESS (“T&C”)
1. INTRODUCTION
1.1 By clicking “Submit”, you unconditionally acknowledge and agree that these T&C shall exclusively govern our performance of the Services for you.
1.2 If for any reason, you refuse to accept these T&C, you acknowledge and agree that you will not be able to submit any Resale Requests to Us and We will not have any obligation to perform any Services for you whatsoever.
2. PARTIES
2.1 REFLAUNT PTE. LTD. is a private limited company incorporated under Singapore law with registration number 201819230E (“Reflaunt”, “we”, “our”, “us”). our registered address is 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore 068914.
2.2 You and/or the Retailer on behalf of which you are authorised to act is/are the Party(ies) to whom We shall be performing the Services for (“you”, “your”, “yours”).
3. YOUR STATUS
3.1 By submitting a Service Request to Us through the Website, you warrant and represent to Us that you:
3.1.1 are at least 18 years of age;
3.1.2 have read, understood and accepted these T&C;
3.1.3 are duly authorised to submit the Service Request;
3.1.4 intend to enter into a legally binding contract with Us if we accept your Service Request ; and
3.1.5 are otherwise legally capable of entering into binding contracts.
4. INSPECTION AND RESALE PROCESS
4.1 By following the instructions on our Website you may submit a Service Request for the Inspection Services and/or Resale Services (as applicable).
4.2 Each Service Request from you constitutes an offer to Us to buy the applicable Services, and is subject to our acceptance, which We will communicate to you via notice on the Website and/or email.
4.3 Once a Service Request is accepted by Us, it shall become a binding contract between you and Us, which shall incorporate and be performed in accordance with these T&C.
4.4 Following our completion of the Inspection Services we will submit a Pricing Proposal to you. If you agree to the Pricing Proposal we will perform the Resale Services, which shall include the processing and Listing of the applicable Item(s).
5. ITEM INSPECTIONS
5.1 Upon receipt of an Item from you, We will evaluate it to determine, in Our sole discretion, its authenticity, quality, and value. The Item’s condition will affect our valuation and the Pricing Proposal submitted to you.
5.2 You acknowledge and agree that we may reject any Item that is, or that we, in our sole discretion, suspect may:
5.2.1 not be of the quality or standards or type of goods that we require for our Resale Services;
5.2.2 be damaged or incomplete;
5.2.3 be in breach of any Applicable Law;
5.2.4 contain any illegal or unsustainably traded wildlife products;
5.2.5 be poor taste, discriminatory or otherwise be offensive;
5.2.6 have been given to you as gifts or otherwise are missing proof of origin / source of the Item;
5.2.7 violate any Retailer-specific restrictions (e.g. uniforms, employee sales); or
5.2.8 be counterfeit or otherwise infringe any Third Party’s IPR.
5.2.9 specific items such as luxury watches, jewelleries with precious stones, ready-to-wear, swimwear, beachwear, activewear, bras, lingerie, tights, socks, hair accessories, items in exotic material, handmade pieces or designer items that have been altered, including tailored ones.
5.3 You further acknowledge and agree that to retain the security and effectiveness of our inspection process, we are not obliged to explain or evidence any determination we may make under Clause 5.1.
5.4 You further acknowledge and agree that if we make a determination under Clause 5.2.8, we will not return the Item(s) to you and will instead arrange for it to be destroyed or, at our discretion, turned over to the appropriate law enforcement agency.
6. PERFORMANCE OF THE SERVICES
6.1 Subject to you performing your obligations in accordance with these T&C, We shall use all reasonable efforts to perform the Services, and Resell the Item(s) in accordance with these T&C, Applicable Law and good industry practice.
7. PAYOUTS TO YOU
7.1 Your Payout amount is calculated by deducting from the Listing Price all the operational costs incurred - including but not limited to collection, digitalization, warehousing, shipment and selling costs.
7.2 If you have selected a Consignment Sale for your Item, you may elect to receive any applicable Payout as either:
7.2.1 a cash payment to your nominated bank account; or
7.2.2 an Online credit issued by the applicable Retailers.
7.3 Please note that transfers will originate from a bank outside your local region, and we are not responsible for any fees charged by the receiving bank or fluctuations in currency conversions. You must provide a bank account that can accept the local currency. If the bank transfer is blocked or cannot be processed by your bank after the second attempt, we will issue Level Shoes online credit of equivalent value.
8. ONLINE CREDIT
8.1 You acknowledge and agree that Online credits are issued by the Retailers, i.e. Third Parties who are not under Our control and We have no responsibility for, and that:
8.1.1 we do not endorse the terms of any Online credit scheme;
8.1.2 the Online credits are governed by their own terms and conditions;
8.1.3 by electing to receive Online credit your are at your own discretion entering into a commercial agreement with a Third Party, and you will be subject to the terms and conditions applicable to that Online credit scheme;
8.1.4 We do not guarantee the quality, suitability, or performance of any Third Party that provides or is associated with any Online credit;
8.1.5 We provide no warranties nor give any representations or undertakings as to the Online credit; and
8.1.6 We shall not be liable to You for any damages, liability or losses of any nature whatsoever whether direct, indirect or consequential caused or arising under or in connection with any transaction or relationship between You and any Third Party provider of Online credit.
8.2 Online credits will typically be paid to you as a credit to the electronic wallet associated with your customer account on the Retailer’s website.
9. LISTING PRICE AMENDMENTS
9.1 You may reduce the Listing Price of your Item at any time on your Wardrobe section in the Website.
9.2 Once set, a Listing Price cannot be increased.
9.3 From time to time We may provide different mechanisms by which you can amend the Listing Price of your Item(s) including automated pricing adjustments. The Smart Pricing feature automatically and progressively reduces the payout of your items by up to 20% every 45 days for a maximum of 3 times.
9.4 You acknowledge and agree that after 1 month (30 days) from listing on Reflaunt’s network, the payout for items that have not yet sold may be adjusted to increase their chances of selling.
9.5 The details and terms of these amendment mechanisms will be published on the Website as and when they are made available.
10. ITEM(S) THAT DO NOT SELL
10.1 In the event that your Item does not Resell during the Listing Period the Retailer may elect to offer you Online credit in exchange for the Item.
10.2 In the event that i) the Retailer does not offer you Online credit, or ii) you do not accept the Retailer’s offer, you shall be required to pay the Return Fee to us and subject to our receipt of that Return Fee we will return the Item(s) to you in accordance with Clause 11.
11. RETURNS & RETURN FEES
11.1 You may at any time prior to the Resale of your Item submit a Return Request to Our customer service team (see the Contact Us section of the Website for contact details).
11.2 You acknowledge and agree that you must within 10 calendar days of receiving the link for payment pay us the Return Fee if:
11.3 You submit a Return Request to us in relation to an Item;
11.3.1 following the receipt of a Price Proposal you i) elect not to proceed with the Resale Services for that Item, and ii) choose not to donate the Item to us;
11.3.2 we reject an Item under Clause 5;
11.3.3 an Item fails to be Resold during the Listing Period and Clause 10.2 applies; or
11.3.4 if for any reason we terminate your Contract before the Item is Resold.
11.4 Subject to our receipt of the Return Fee and your compliance with all of your obligations under these T&C, we shall promptly:
11.4.1 unpublish the Listing of that Item (if applicable); and
11.4.2 arrange for the Item to be returned to you. The request will be processed within 30 days from payment being received.
11.5 If you do not comply with your obligations under this Clause 11 within the stated time period, or otherwise comply with your obligations under these T&C, you shall:
11.5.1 be deemed to have expressly consented to us completing any sales of the Item that may occur prior to our receipt of the Return Fee; and
11.5.2 be deemed to have expressly consented to us disposing of your Item(s) in any way as we shall deem appropriate, including by way of Resale.
12. TITLE & RISK
12.1 Reflaunt operates as a service provider and will not at any point or under any circumstance assume ownership or title over any item. Seller will pass the ownership of each item to the end buyer once each transaction is completed (i.e. the return period has expired).
12.2 You acknowledge and agree that:
12.2.1 you will bear all risk of loss and/or damage to the Item (or any part thereof) until a Contract for the Item exists between you and us and we have confirmed in writing that the Item is in our physical possession;
12.2.2 Title and all risk of loss and/or damage to a Item being returned to you from us shall immediately pass to you upon its collection from us by Carrier; and
12.2.3 Reflaunt shall not be responsible for any Item that is not i) the subject of a Service Request, and ii) itemised on a bill of lading delivered to Reflaunt in relation to that Service Request.
12.3 You further acknowledge and agree that We do not endorse any Carrier and shall in no event be liable for any Item(s) lost or damaged by such Carrier.
13. YOUR OBLIGATIONS
13.1 To enable Us to perform the Services for you:
13.1.1 you hereby authorise us to act as your legal representative in relation to the Item(s) to extent required for us to perform the Services; and
13.1.2 you agree to promptly provide all information and documents requested by Us or as may be required for Us to perform the Services in a responsive and/or timely manner.
13.2 It is vitally important that:
13.2.1 all information which you provide is correct, complete and not misleading; and
13.2.2 if there are changes to the information provided to Us, you notify Us immediately.
14. COMMUNICATING WITH YOU
14.1 During our performance of the Services we will on occasion need to communicate with you – for example, to get your acceptance of a Price Proposal, Listing Price adjustment or payment method for a Payout, or to arrange the collections/deliveries of an Item, etc.
14.2 All communications under these T&C shall be in writing and shall be delivered by email to the Party due to receive it at the Party’s designated email address.
14.3 In our case, please send emails to info@reflaunt.com.
14.4 In your case, we will send emails to the email address that you submitted to us with your Service Request.
14.5 In the event that we do not receive a response from you within 30 calendar days of written notice from us, you will be deemed to have agreed to (as applicable):
14.5.1 the Price Proposal;
14.5.2 receive the Payout in the form of Online credit (should this not be possible with the information available to Reflaunt, you may provide the information required to receive the Online credit up to 6 months after the first attempt);
14.5.3 such Listing Price adjustment as we may have recommended to you;
14.5.4 donate the Item(s) to us (if we have been trying to arrange to return the Item(s) to you); and/or
14.5.5 whatever amendments to the scope or performance of the Services that we have proposed in the communications.
15. WARRANTIES & REPRESENTATIONS
15.1 You warrant and represent to Us that:
15.1.1 these T&C shall constitute valid and binding obligations upon You;
15.1.2 You have the right to sell, and we will receive, the Item(s) free of any Lien or impediment to Title;
15.1.3 Our receipt, utilisation and/or exploitation of any Item(s) provided by You shall not breach any Third Party IPR;
15.1.4 you have the requisite legal authority to deal with the Item(s) and authorise us to Resell them on your behalf;
15.1.5 all information you supply to Us is true and accurate and We may rely on the same without the need for further verification;
15.1.6 you shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or Use our IPR; and
15.1.7 you shall not breach any terms set out in these T&C.
16. GENERAL PAYMENT TERMS
16.1 You acknowledge and agree that We may retain the Charges from the amounts received for the Resale of your Item before arranging for the Payout balance to be paid out to you.
16.2 If applicable, You hereby authorise Us to:
16.2.1 retain and Resell the applicable Item(s) for our own benefit, in which case no Payout shall be paid to you.
16.3 All prices, fees, expenses referred to in this Contract or on the Website are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied.
16.4 Where We do not receive full payment as a result of you not paying your bank charges, We will raise a separate invoice to you for the amount of the unpaid charges.
16.5 If you do not pay any amount owed by you under these T&Cs in full and on time then We reserve the right to immediately:
16.5.1 terminate your User Account; and/or
16.5.2 suspend and/or terminate the provision and/or performance of the Services in whole or in part.
16.6 We may set off any sums we owe to you against any sums you owe to us. You may not set off any sums you owe to us against any sums we owe to you.
16.7 Irrespective of the capacity in which we act, you hereby grant to us a possessory lien and general preferential right on all Item(s) to guarantee all Claims and debts that we or any of our affiliates have against you.
17. LIABILITY
17.1 You acknowledge and agree that We (together with our officers, directors, employees, representatives, affiliates, providers and third parties) shall not be liable to you for any losses and/or liabilities whatsoever arising out of or in connection with:
17.1.1 Your Use of or reliance on the Services
17.1.2 your (in)ability to Use the Website and/or the Services;
17.1.3 for any delay or non-performance of our obligations under these T&C as a direct result of a Force Majeure Event;
17.1.4 any Third Party services (e.g. courier/shipping services) used by us in relation to the Services; or
17.1.5 any inaccuracy or other defect in any document or information you supply.
17.2 Any claim by You that we have damaged, stolen, or lost an Item must, within 10 days of the date that You became aware or should have reasonably become aware of the alleged damage, theft, or loss:
17.2.1 be notified to us in writing;
17.2.2 be accompanied with such evidence as we may request to validate Your claim (which may include returning the Item to us at your cost and expense).
17.3 Subject to Clause 17.6, if We validate and agree with your Claim We will provide you with the Payout You would have received had the Item been Resold by us in the normal course of business.
17.4 In the case of a damaged Item we may, at our discretion, have minor damages to the Item repaired by a certified repair service and re-List the Item for sale at a price We determine.
17.5 Unless otherwise prohibited by Applicable Law, the remedy under Clause 17.3 constitutes Your sole remedy and entire recourse against Us for any Item that is damaged, stolen, or lost by Us and is in lieu of any other remedy otherwise available as a matter of Applicable Law.
17.6 Our maximum aggregate liability to you arising out of or in connection with these T&C is limited to the lower of US$100.00 or the Charges that we have received from you in relation to the relevant Service.
17.7 Other than any liability arising under Clause 18, neither Party shall be liable to the other Party for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses.
17.8 If We are ever found to be liable to you under these T&C, our liability will be to you only and not your subsidiaries, affiliates or any Third Party you deal with.
17.9 Any determination by us of an amount, price or rate applicable to these T&Cs will be conclusive evidence of the matters to which it relates.
17.10 You acknowledge and agree that:
17.10.1 We supply the Services on an “as is” and “as available” basis; and
17.10.2 except for those expressly set out in these T&Cs, we hereby exclude all implied conditions, warranties, representations or other terms which may apply to the performance of the Services to the maximum extent permitted by Applicable Law.
18. INDEMNITY
18.1 You acknowledge and agree that you shall fully indemnify, defend and hold Us harmless from and against any and all claims, losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:
18.1.1 your use of the Services;
18.1.2 our use of any and all information that you submit to Us; or
18.1.3 any Claim brought by a Third Party that you have submitted an Item to us that was counterfeit or otherwise breached that Third Party’s IPR.
18.2 For the purposes of Clause 18.1, We shall be deemed to include our affiliates, employees, agents, directors, shareholders and officers.
19. TERMINATION
19.1 We may immediately terminate any Contract with you under these T&C at any time for any reason by delivering written notice to you.
20. CONSEQUENCES OF TERMINATION
20.1 Upon termination of a Contract:
20.1.1 any outstanding payments owed by you to Us will immediately become due;
20.1.2 if you submit a Return Request and have paid the Return Fee to us within 14 calendar days of the termination date, we shall promptly return the Item(s) to you;
20.1.3 if you do not submit a Return Request or pay the Return Fee to us within 14 calendar days of the termination date, you will be deemed to have donated the Item to us and we may dispose of it at our sole discretion;
20.1.4 each Party take all possible action to mitigate any liabilities which may arise as a result of such termination; and
20.1.5 we will cease performance of our obligations under the Contract.
20.2 Clauses 7, 8, 12, 14, 16, 17, 18, 20, 21 and 22 shall survive the termination of these T&C.
20.3 Clause 20.2 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of these T&C.
21. INTELLECTUAL PROPERTY
21.1 The IPR owned by a Party prior to the date of a Contract and made available to the other Party in connection with that Contract shall remain the absolute property of the granting Party.
21.2 You acknowledge and agree that:
21.2.1 You only get a licence to use Our IPR to the extent required to receive the benefit of the Services;
21.2.2 you shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use our IPRC;
21.2.3 all IPR created by our performance of the Services shall vest unconditionally and immediately upon its creation with Us;
21.2.4 any unauthorised use or reproduction of our IPR by you or any Third Party authorised, permitted or enabled by you is a very serious issue that will materially impact our business; and
21.2.5 should our IPR be infringed or copied in contravention of these T&C, our losses may be substantial.
22. GENERAL PROVISIONS
22.1 Each Party shall comply at all times with all applicable law, including all applicable data protection and privacy legislation.
22.2 You acknowledge and agree that We may amend these T&C at any time at our discretion and you will be deemed to have accepted any amendments if you continue using any Services after the amendments are published.
22.3 Each Party acknowledges and agrees that it is reasonable that damages alone may not be an adequate remedy for breaches of these T&C; and the impacted Party may seek interim or injunctive relief.
22.4 We may, in our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Website (or any part thereof) and/or our performance of Services.
22.5 These T&C constitutes the entire agreement between you and Us relating to our provision and/or performance of the Services, to the exclusion of all other terms and conditions, and any prior written or oral agreement between both Parties.
22.6 You may not assign, novate, or otherwise transfer all or any of your rights, benefits or obligations under these T&C without our prior written approval.
22.7 We may assign, transfer or deal in any way with our rights under these T&C including to an affiliate or any Third Party.
22.8 No failure to exercise, nor any delay in exercising, any right, power or remedy under these T&C shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.
22.9 Any waiver of any breach of these T&C shall not be deemed to be a waiver of any subsequent breach.
22.10 If any provision of these T&C is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these T&C shall be deemed modified to the minimum extent necessary to make them valid and enforceable.
22.11 Where the deemed modification in Clause 22.10 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these T&C shall still remain in full force and effect.
22.12 Except as expressly stated, these T&C do not create any rights that are enforceable by any Third Party. you acknowledge and agree that only you and We have rights under these T&C.
22.13 You acknowledge and agree that We may communicate with you by email sent without encryption over the internet. We will not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of emails, including any attachments. We will not be responsible for the effect on any computer system of any emails, attachments or viruses which may be transmitted by this means.
22.14 These T&C are drawn up in the English language and the English language version of the same shall always prevail over any translation. These T&C shall be construed, interpreted and administered in English.
22.15 These T&C are governed by, and shall be construed in accordance with, the law of [Singapore]. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to this T&C or any sales or consignments made under this T&C.
22.16 Both Parties irrevocably submit to the exclusive jurisdiction of the courts of [Singapore] in relation to any disputes.
23. DEFINITIONS
23.1 “Carrier” means a Third Party shipping services provider engaged for the purposes of collecting an Item from you or returning an Item to you.
23.2 “Charges” means the amount payable by you to us for Services, and all shipment charges and other fees and expenses due to us under the Contact or that we may otherwise reasonably incur performing the Services, such amounts being as set out on the Website or confirmed by us to you in writing from time to time (e.g. in a Price Proposal).
23.3 “Confidential Information” means these T&C and all information of any nature which a Party may have or acquire before or after the agreement date, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential.
23.4 “Consignment Sale” means that we Resell an Item on your behalf, and you retain an interest in that item until it has been Resold.
23.5 “Contract” means a Service Request that We have accepted pursuant to Clause 4.3 and these T&C which shall be incorporated by reference and apply.
23.6 “Payout” means an amount received for the Resale of an Item less the Charges.
23.7 “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a Party and which prevents or delays that Party from performing any or all of its obligations under these T&C (e.g. acts of God, civil unrest, political situations etc.), or acts of God, war, fire, flood, explosion or civil commotion, epidemics, pandemics, any action taken by a governmental or public authority, work stoppages, strikes, shipping delays, supplier delays or failures, lockouts or other industrial disturbances.
23.8 “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, Retailers, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid Item(s), rights in the nature of the aforesaid Item(s) in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.
23.9 “Inspection Services” means the collection of an Item, the inspection of the Item’s quality and conditions, and the assignment of a Price Proposal for the Item.
23.10 “Listing” means the listing of an Item for sale on 1 or more marketplaces in Reflaunt’s network of associated retail stores and online marketplaces.
23.11 “Listing Period” means the period during which an Item is Listed, such period being as defined in the applicable Price Proposal, or if no period is stated in the Price Proposal as period of 1 year.
23.12 “Listing Price” means the sale price for an Item, as set out in the applicable Price Proposal and as may be amended from time to time in accordance with the T&C.
23.13 “Payout” means, as applicable, i) the amount received by Reflaunt on your behalf from the Resale of an Item, and then paid to you less the Charges
23.14 “Party” means either you or Us.
23.15 “Price Proposal” means our recommendation for an Item’s Listing Price as notified to you in writing as part of the Inspection Services.
23.16 “Service Request ” means a request by you for Inspection and/or Concierge Resale Services submitted to Us via the Website.
23.17 “Retailers” means the brand or retailer applicable to the Resale of your Items or issuance of Online credit for your Items (if applicable).
23.18 “Resale Services” means:
23.18.1 processing of an Item for Resale;
23.18.2 taking high quality photographs of an Item;
23.18.3 creating product descriptions for the Item;
23.18.4 Listing the Item;
23.18.5 acting as your agent in relation to the Resale of an Item; and
23.18.6 all incidental services required to properly perform the above.
23.19 “Resale” means the sale of an Item on the second-hand market by Reflaunt by way of a Listing and in accordance with these T&Cs.
23.20 “Return Fee” means such costs and expenses as may be required to return an Item to you including and applicable taxes, customs charges and insurance costs, such amount will be notified to you in writing by Reflaunt;
23.21 “Return Request” means a written request by you for the Return of an Item, submitted by email to the Reflaunt Customer Services department.
23.22 “Services” means i) the Inspection Services, ii) the Resale Services, and/or iii) any other services as we may offer from time to time.
23.23 “Online credit” means credit offered by a Retailer which will allow you to buy the goods and/or services of that Retailer with the same value, subject to the terms and conditions set by that Retailer.
23.24 “T&C” means these terms of business.
23.25 “Third Party” means a natural person or legal entity who is neither you nor Us.
23.26 “User Account” means the personal user account that you register with Us via the Website to gain access to the Services.
23.27 “Website” means the website at https://resell.levelshoes.com and such other websites as may be operated by us or our affiliates from time to time.