Welcome to StyleMeTV Limited's ("StyleMeTV", "its", "we", "us", "our") online marketplace on stylemetv.com (the "Site").  Any person who wants to access the Site to buy or sell goods or services ("items") or to use the other features provided (collectively, the "Service") must accept the terms and conditions of this Marketplace Agreement without change.  BY PRESSING THE "ACCEPT" THE AGREEMENT BUTTON DURING REGISTRATION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS MARKETPLACE AGREEMENT.  In particular, you acknowledge that you have read and understood the clauses in this Marketplace Agreement relating to: StyleMeTV's disclaimer of warranties; limitation of liability; protection and use of your personal data; and the manner in which StyleMeTV may make changes to this Marketplace Agreement.

This Marketplace Agreement is divided into three sections:

A.        General Conditions

B.        Conditions relating specifically to Sellers

C.        Conditions relating specifically to Buyers

A.        GENERAL CONDITIONS

1                    Eligibility and Registration Requirements

1.1              Use of the Service is limited to parties that can lawfully enter into and form contracts under the laws of England and Wales (for example, minors are not permitted to use the Service).

1.2              Only visitors to the Site who register and enter into this Marketplace Agreement ("participants", "buyer", "seller", "you", "your" as the context requires) may participate in buying or selling on the Site using the Service.

1.3              To register as a seller, you must provide us true and accurate information when registering and must maintain and update that information as applicable.  You must not impersonate any person or use a name you are not legally authorised to use.  You authorise us to use any information provided to us in registering to verify your information (including any updated information) and to obtain credit reports about you from time to time while you are registered.  Your application for registration must otherwise be acceptable to StyleMeTV in its own absolute discretion.

1.4              To register as a buyer you must provide your real name, address, phone number, e-mail address and a valid credit or debit card acceptable to StyleMeTV.  You warrant to StyleMeTV that the information you provide during the registration process (and any notification of change of such information) is true and correct.

1.5              You are obliged to notify StyleMeTV of any changes to your registration information immediately.

1.6              StyleMeTV reserves the right to reject any registration and to refuse service to anyone for any reason, in its sole and absolute discretion.

1.7              If you provide false or incorrect registration information or do not notify StyleMeTV of changes to your registration information immediately, StyleMeTV reserves the right to terminate your account forthwith and without notice to you.

1.8              You are solely responsible for maintaining the security of your password.  You may not disclose your password to any third party (other than third parties authorised by you to use your account) and you are solely responsible for any use of or action taken under your password on this Site.  If your password is compromised you must change your password.

1.9              Employees of StyleMeTV are permitted to participate in their personal capacity (i.e., not as StyleMeTV employees, representatives or agents) in the transactions conducted through this Site subject to StyleMeTV's internal employee policy.  StyleMeTV employees, representatives or agents, when participating in any transaction using the Service in their personal capacity, are subject to this Marketplace Agreement.

2                    Fixed Price Sales

2.1              Under the Service, items are offered by sellers for sale at a fixed price ("Fixed Price Sales").  Unless otherwise agreed by us with the seller in advance in writing, the price of any items sold using the Service (including the applicable delivery charge) are displayed inclusive of any customs, import, export, and excise duty, VAT and other taxes which may be applicable and sellers may not charge or seek to charge the buyer, or allow the buyer to be charged, for any customs, import, export, and excise duty, VAT or other taxes which are additional to the price displayed for the item on the Site.

3                    international sales

In listing an item for sale internationally, the seller may also have to comply with laws of the country in which the buyer resides dealing with, among other things, prohibitions on the sale, distribution or offering for sale of specific items.

4                    Contract fulfilment

4.1              StyleMeTV will confirm each order to the seller and the buyer.  Sellers must dispatch items sold within two Business Days following the order confirmation being made available to them.  Sellers must provide a full refund to any buyer who remits payment, if the item cannot be shipped in accordance with this clause A.4.1.  Sellers must provide the refund promptly via their StyleMeTV Seller Account in accordance with clause B.6.1, but in no case later than thirty (30) days following the date the order was confirmed or 3 calendar days after the maximum estimated delivery date stated on the Site at the time of the order (as the case may be).

4.2              Unless the buyer and seller expressly agree otherwise, the following terms and conditions will apply to the contract between the buyer and seller for the sale of the relevant item:

(a)                All postage, customs, import, export and excise duty, VAT and any other taxes associated with the Fixed Price Sale (if applicable) will be paid by the buyer and it is the seller's responsibility to determine, collect and remit the applicable VAT, customs, import, export and excise duties and any other taxes associated with the Fixed Price Sale.  Unless otherwise agreed by us in advance in writing, the price of any items sold using the Service must be displayed inclusive of any customs, import, export and excise duty, VAT and any other taxes associated with the Fixed Price Sale, which may be applicable and sellers will not charge or seek to charge the buyer, or allow the buyer to be charged, for any customs, import, export and excise duty, VAT or other taxes which are additional to the price displayed for the item on the Site;

(b)               buyers are required to pay sellers in the currency in which the Fixed Price Sale is listed;

(c)                the sale will be subject to any warranties implied under applicable law; and

(d)               the contract between the buyer and seller will be governed by the laws of England (and expressly excluding the United Nations Convention on the Sale of Goods) and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales. 

5                    StyleMeTV's Role

While StyleMeTV helps facilitate transactions that are carried out using the Service, StyleMeTV is neither the buyer nor the seller of the seller's items.  StyleMeTV is not an auctioneer, neither is it an intermediary between the buyer and the seller.  StyleMeTV provides a venue for sellers and buyers to negotiate and complete transactions in accordance with the provisions of this Marketplace Agreement.  StyleMeTV is not the agent of either seller or buyer in their dealings with each other and has no authority to legally bind either of them.  Accordingly, the contract formed at the completion of a Fixed Price Sale is solely between buyer and seller.  The enforcement of any contractual obligations arising out of the completion of a transaction using the Service is the responsibility of the buyer and seller that are party to that transaction.  StyleMeTV is not obliged to mediate between buyers and sellers or enforce or execute fulfilment of any contract.  Buyers and sellers use the Site and the Service at their own risk.  Subject to the terms of this Marketplace Agreement, the seller will resolve any subsequent dispute directly with the buyer.

6                    Termination

StyleMeTV may, in its sole and absolute discretion, terminate this Marketplace Agreement, access to the Site or the Service, or any current Fixed Price Sales immediately without notice for any breach of any of the terms of this Marketplace Agreement.  Seller may terminate its participation in the Service at any time by giving notice to StyleMeTV.  StyleMeTV may terminate the seller's participation in the Service at any at any time by giving notice to the seller.  Upon termination, all rights and obligations of the parties under this Marketplace Agreement will be extinguished, except that such rights and obligations will remain in effect after such termination to the extent necessary to process any orders placed prior to such termination (including, without limitation, any fees incurred under clause B.2 (and any other liabilities incurred under clause B.6)).

7                    StyleMeTV's Reservation of Rights

7.1              StyleMeTV retains the right to, if it considers it appropriate: immediately halt any Fixed Price Sale; prevent or restrict access to the Site or the Service; or take any other action (in its absolute discretion but without any obligation to do so) to restrict access to or availability of or remove, screen or edit any content which is, or may be considered as, objectionable.

7.2              Each participant, whether or not he or she is currently a buyer or seller, agrees that StyleMeTV shall be entitled to retain for itself the interest, if any, paid on balances in all its bank accounts, notwithstanding that some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this Marketplace Agreement.

8                    Grants of Licence, Intellectual Property and Linking and Framing

8.1              Licenses (a) Your Grant.  By entering into this Marketplace Agreement and listing an item, you grant StyleMeTV and its affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, right to exercise all copyright, database rights and rights of publicity over the material displayed in your listings or in any other catalogue or product information that you provide to us (excluding any of your logos, trademarks or other similar branding), in any existing or future media, known or unknown, now or at any later date.  (b) StyleMeTV's Grant.  StyleMeTV grants you limited non-transferrable license to each participant to make personal use only of the Site and the Service in accordance with this Marketplace Agreement.  This license expressly excludes, without limitation: any resale or commercial use of the Site and the Service; modifying, distributing, copying, republishing or making any derivative of the Site or the Service; the collection and use of participant e-mail addresses or other participant information or any data extraction or data mining whatsoever.

8.2              Intellectual Property Rights

Subject to the licence granted to you under Clause 8.1(b), StyleMeTV reserves all right, title and interest in its and its affiliates' intellectual property rights (including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country) in the Site and the Service.  Any goodwill accruing out of the use of StyleMeTV's and its affiliates' trade marks, trade and business names and service marks under this Marketplace Agreement will vest in StyleMeTV and its affiliates, as the case may be.

8.3              Linking to the Site and prohibition on Framing

Despite anything else contained in this Agreement, you must ensure that each link (graphical, text or otherwise) to the Site posted or maintained on any location by you or on your behalf, conveys users directly to the Site, without displaying or performing any other advertisement, promotion or content (whether audio, visual, audio-visual or otherwise).  In addition, you must not take any action, or assist, authorise or encourage any third party to take any action, that would cause the appearance or presentation of the Site as seen by users linking to the Site to be different from that seen by users who access the Site by hand-entering the applicable URL into a generally commercially available browser which has not been customised for a particular person or entity.  Without limiting the generality of the foregoing, you must not, at any time, make use of any framing techniques or technologies, interstitial advertisements, pop-up windows or consoles or other similar items or techniques in connection with any link to or on the Site.

8.4              Linking off the Site

Except as approved in advance in writing by StyleMeTV, you will not, and you will cause your affiliates not to, directly or indirectly (e.g.: through a Third Party (as defined below)):

(a)                sell, barter, disclose or transfer to any Third Party (which in this clause 8.4 shall mean any party other than you or your affiliates ("Third Party"), any data acquired by you as a result of any transaction using the Service (whether this is information that pertains to the identity of a user and/or buyer, the order or referral information (here meaning any information disclosing that a buyer purchased a product through the Site, and/or any other personally identifiable information regarding any user and/or buyer), or permit any Third Party to have access to the same;

(b)               send to any user or buyer of the Service any non-electronic direct-mail marketing that promotes or advertises anyone (including you and your affiliates);

(c)                send to any user or buyer of the Service any electronic communication except as necessary to complete any buyer's transaction or to respond to a customer service enquiry made by such buyer concerning such transaction;

(d)               use any domain name (or any part of it) on the Site and/or otherwise in any communications that you have with any user of the Service and/or any buyer (by way of example but not limitation, you should not use "www" ".com", ".co.uk" or similar domain name identifiers);

(e)                include in any communication made or authorised by you with any user of the Service and/or any buyer including, without limitation, in any order (including the packaging of the order and any promotional pieces, invoices or similar sent with it), order confirmation and/or other communication made in connection with the fulfilment of a transaction:

i                      any offer from or reference to any Third Party and/or

ii                    any link or reference to any website other than the Site (or otherwise seek to direct any person to any website other than the Site), except that you may include in any communication to a buyer links or references (or otherwise direct such buyer to your website solely in connection with your fulfilment of, or as necessary to provide customer service with respect to such applicable purchase);

iii                  any reference to domain names;

(f)                target (on any basis via any means) unsolicited communications of any kind to any user of the Service and/or any buyer.  You will comply with the Data Protection Act 1998, including, but not limited to, the Seventh Principle. 

9                    Data Protection and Privacy

9.1              StyleMeTV uses your personal data in the manner set out in the Privacy Notice and as further described in this Marketplace Agreement (e.g.: in clauses [5 and 9.1]), which is incorporated into this Marketplace Agreement by reference, in so far as it is applicable to personal data collected or used in connection with the Site and the Service.  By using the Service and the Site, you consent to the collection and use of your personal data by StyleMeTV in the manner set out in the Privacy Notice.  If we decide to change our Privacy Notice, we will post those changes on the Privacy Notice page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it.  You should check the Privacy Notice frequently for changes.  Please note that the information you provide to us in using the Service and the Site may be transferred outside the European Economic Area for the purposes of processing by StyleMeTV and its affiliates and in order to maintain customer accounts for you at other StyleMeTV sites.  By using the Service and the Site, you consent to this transfer. 

9.2              Unless otherwise authorised or consented, you agree not to use any information regarding other participants that is accessible from the Site, except to enter into and complete transactions conducted via the Site.  You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy or otherwise objectionable conduct. 

10                No Warranties

10.1          Disclaimer of Warranties.  THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS.  STYLEMETV MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (c) THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF LISTING, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED.  (d) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (e) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF STYLEMETV.  TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, STYLEMETV DISCLAIMS ANY AND ALL SUCH WARRANTIES

10.2          General Release.  BECAUSE STYLEMETV IS NOT THE AGENT OF EITHER SELLER OR BUYER, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE STYLEMETV (AND ITS EMPLOYEES, REPRESENTATIVES AND AGENTS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. 

11                limitation of Liability

11.1          TO THE FULLEST EXTENT PERMITTED AT LAW, STYLEMETV WILL NOT BE LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY STATUTORY IMPLIED TERM) FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE AGREEMENT, THE SITE, THE SERVICE, THE INABILITY TO USE THE SERVICE OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE, WHETHER OR NOT STYLEMETV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

11.2          Despite anything else contained in this Agreement, neither party excludes any liability for death or personal injury to the extent only that it arises as a result of the negligence of that party, its employees, agents or authorised representatives.

12                VAT and other taxes on the sale of goods and/or services by Sellers.

You agree that it is the seller's responsibility to determine whether VAT, customs, import or export duties, excise taxes or other taxes apply to the sale of goods and services to the buyer and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority.  You agree that, unless otherwise agreed by us with a seller in advance in writing, the price stated by any seller for any goods or services offered on the Site is inclusive of any VAT, customs, import or export duty, excise tax or other tax that the seller may be required to remit in connection with such sale.  You also agree that StyleMeTV is not obliged to determine whether VAT or other taxes apply to any sale of any goods or services by a seller to a buyer on the Site and is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale.

13                General Provisions

13.1          Entire Agreement

This Agreement incorporates by this reference all terms, conditions, policies, guidelines and other information on the Site concerning the Site or the Service, including but not limited to the Privacy Notice and Conditions of Use & Sale and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof. 

13.2          No Agency; Third-Party Beneficiary

StyleMeTV is not the agent, fiduciary, trustee or other representative of you.  Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement.  This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of StyleMeTV and its affiliates, you, and relying buyers or sellers.

13.3          Severability

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

13.4          No Waiver

StyleMeTV's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of StyleMeTV's right to subsequently enforce such provision or any other provisions of this Agreement.

13.5          Variations

This Marketplace Agreement may only be amended or modified in writing (which may be represented electronically) and only in the manner set out in the remainder of this clause.  StyleMeTV reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Service, at any time and in its sole and absolute discretion.  Any changes will be effective upon posting of the revisions on the Site.  All notice of changes to this Agreement will be posted on the Site for thirty (30) days.  You are responsible for reviewing the notice and any applicable changes.  Changes to referenced policies and guidelines may be posted without notice to you.  YOUR CONTINUED USE OF THIS SITE AND THE SERVICE FOLLOWING STYLEMETV'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.  IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, THEN YOUR ONLY REMEDY IS TO CEASE USE OF THE SERVICE OR THIS SITE. 

13.6          Notices

Notices can be sent to you at the e-mail address you provided to StyleMeTV or posted on the Site.  You may send notices to StyleMeTV as follows:

StyleMeTV

[ADDRESS]

13.7          Governing Law

This Marketplace Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales and you irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales.

B.        CONDITIONS RELATING SPECIFICALLY TO SELLERS

1                    Seller's Obligations with respect to Listing Items

1.1              Sellers Warranties.  By listing an item in a Fixed Price Sale:

1.1.1        you represent a warrant to prospective buyers that: (a) you are the true owner of the item or are properly authorised to sell the item by the true owner and are able to transfer good title to the item free from any third party claims, liens or encumbrances; and (b) the listing is accurate, current and complete and is not misleading or otherwise deceptive;

1.1.2        Unless we have agreed with you in advance and in writing to the contrary, you represent and warrant to StyleMeTV that: if you are a business, you are duly organized, validly existing and in good standing under the laws of the state or country in which your business is registered.  In any event, you represent and warrant to StyleMeTV that the item is safe and bears any marking and labeling required under applicable law e.g. a "CE" mark.

1.1.3        You are free to determine the prices at which you sell items.  However, we are asking sellers who choose to sell their products on the Site not to charge customers higher prices on the Site than they charge customers elsewhere.  Accordingly, effective 1^st February 2011, you must maintain parity between the terms on which you offer or sell each item on or through the Site and the terms on which you or your affiliates offer or sell that item on or through any Non-Physical Sales Channel (as defined in section 1.1.3.4.), as follows:

1.1.3.1 Price Terms.  You will ensure that: (a) the Total Price (as defined in section 1.1.3.4) of each item you offer or sell on or through the Site does not exceed the lowest Total Price for that item offered or sold by you or your affiliates on or through any Non-Physical Sales Channel; and (b) for items not fulfilled by us, the Item Price component of the Total Price on the Site does not exceed the Item Price component of the lowest Total Price for that item offered or sold by you or your affiliates on or through any Non-Physical Sales Channel.

1.1.3.2 Customer Service and Other Non-Price Terms.  You will ensure that the customer service you provide and each other non-price term on which you offer or sell an item on or through the Site (e.g., return and refund policy terms) are at least as favourable to customers as the most favourable customer service and other corresponding terms offered by you or your affiliates for that item on or through any Non-Physical Sales Channel.

1.1.3.3 Content and Other Information.  You will ensure that all content and other information you provide to us regarding each item you offer or sell on or through the Site are of at least the same quality, completeness, and accuracy as the highest quality and most complete and accurate content and other information displayed or used by you or your affiliates for that item on any Non-Physical Sales Channel.

1.1.3.4 Assumptions and Definitions.

•           For purposes of evaluating the total price of any item fulfilled by us, it will be assumed that no shipping charge applies.  For purposes of evaluating the total price of any other item for which we set the shipping charge, it will be assumed that the standard domestic shipping charge for a single item applies.  In addition, evaluation of all parity obligations will exclude consideration of any discount, rebate, promotional offer, or other term that you have attempted to make available through the Site but that we do not honor or support (but only until such time as we honor or support the same) or that you make available solely to wholesale purchasers.  Finally, you will not be required to price items at less than £0.01 or lower than permitted by applicable law.

•           "Total Price" means the total amount payable by the customer for the item, including without limitation any shipping and handling charges, any "low price" guarantee, rebate, discount, or other promotion, and any free or discounted products or other benefit available as a result of purchasing the item, but excluding taxes.

•           "Item Price" means the price of a product itself, excluding taxes.

•           "Non-Physical Sales Channels" means all sales channels and other means (other than physical stores) through which you or your affiliates offer or sell products, including without limitation online channels, mobile device applications, catalogues, third party platforms or marketplaces, and other electronically-enabled channels.

1.1.3.5 Non-Compliance with Parity Obligations.  If you become aware of any non-compliance with any of the requirements in this Section 1.1.3, you will promptly compensate adversely affected customers by making appropriate refunds to them.

1.2              Compliance with Applicable Law

You further warrant that the sale or distribution of the item is not in breach of applicable law (including, where items are sold internationally, the law of the destination country).  This responsibility includes, but is not limited to, ensuring that (a) any items sold are safe, (b) any items sold bear a "CE" or any other mark where required by applicable law, (c) any items sold are appropriately packaged and labelled as required by applicable law, (d) any items sold otherwise comply with all applicable law regarding their sale.  You will audit the products that you sell on a regular basis (at least monthly) to ensure ongoing compliance with this obligation.  You will also advise the buyer of any restrictions that apply to the sale of any products that you sell.  StyleMeTV makes no representations that items not appearing on the prohibited items list or in applicable guidelines contained in the Help Section may be sold or distributed or offered for sale under applicable law.

2                    Seller's Fees

2.1              By listing an item on the Site for Fixed Price Sale, you agree to pay the fees set out in the Fee Schedule agreed in the Retailer Agreement, which is incorporated into this Agreement by reference.  We may, in our sole and absolute discretion, waive, reduce, or reverse charges or fees for a specific transaction.

2.2              All fees listed in the Fee Schedule are in Great British Pounds Sterling, and are exclusive of VAT, unless stated otherwise.  The Fee Schedule may vary in the future.  The Fee Schedule in effect at the time of the order processing regarding the relevant item will govern the transaction.  You should check the fees and terms each time you participate in a Fixed Price Sale.  All fees are payable upon demand.  By listing an item for Fixed Price Sale on the Site, you authorise StyleMeTV to debit your StyleMeTV Seller Account, for all and any amounts due in the manner and at the times set out in the Fee Schedule.

2.3              VAT on seller fees.  The seller fees are subject to VAT where applicable and will be paid by the seller at the time of payment of the corresponding fees.

3                    Prohibited Acts, Security Measures

3.1              Sellers must:

(a)                sell all items on his or her own account and must not represent that he or she is selling on behalf of any third party; and

(b)               not use the Service or the Site in the contravention of any applicable law nor permit or assist others to do so.

3.2              As a security measure, we may, but are not required to, impose transaction limits on some or all buyers and sellers relating to the value of any transaction, disbursement or adjustment, the cumulative value of all transactions, disbursement or adjustment, during a period of time, or the number of transactions per day or other period of time.

4                    Order information

Each sale of an item agreed via the Site is recorded in the relevant seller's StyleMeTV Seller Account using our standard procedures.  The seller may access the Seller's Transactions feature in the StyleMeTV Seller Account only with a browser that is compatible with the Service, including any security features that are a part of the Service.  Seller waives any right it may have to assert a claim against StyleMeTV with respect to the Site and the Service when dispatching an item to an address other than the address provided in respect of that item in the StyleMeTV Seller Account.

5                    Procedures and Guidelines

You will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available.  You will not send customers emails concerning shipping confirmation of products you sell (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of products you sell in a format and manner reasonably acceptable to us).  Promptly after shipment of a customer's order (or any portion of the customer's order), you will accurately inform us that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform us which portion of the order has been shipped), using our standard functionality for communicating such information when we make that functionality available to you ("Confirmation of Shipment").  If you fail to provide Confirmation of Shipment within the time frame specified by us (e.g., 30 days after the date an order was placed), we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us.

6                    Payment, refunds, adjustments and seller's reserve.

6.1              A buyer must pay via the Service for an item purchased via the Site with any major credit or debit card accepted on the Site.  Sellers shall not invoice buyers off the Site, and all seller-initiated refunds or adjustments for purchases made via the Site must be initiated by the Sellers via their StyleMeTV Seller Account, using functionality we enable for your Seller Account.  This functionality may be modified or discontinued by us at any time without notice and is subject to the terms of this Marketplace Agreement.

We will provide such refunds or adjustments to the buyer (which may be in the same payment form originally used to purchase your product via the Site) and you will reimburse us for all amounts so paid.

6.2              The amount due and payable to each seller under this Marketplace Agreement at any time shall be the total amount paid by buyers for the seller's items since the seller last received payment via the Service for the seller's items ordered on the Site, less (i) any fees due to StyleMeTV under clause B.2, (ii) any refunds, adjustments, or other amounts paid to buyers under clause B.6.1, (iii) any refunds due to buyers under clause B.6.3, (iv) any other amounts owed by Seller to StyleMeTV, and (v) any further amount maintained by the seller as a Reserve under clause B.6.4.  The amount due shall be paid in accordance with clause B.6.4 to the seller's designated bank account with a bank located in the UK or any other country shown as supported by our standard functionality (which may be modified or discontinued by us at any time without notice) ("Seller's Bank Account") on a Business Day when the automated clearing houses are open for business (Monday through Friday, excluding bank holidays in the United Kingdom).  On occasion, payment may be by paper cheque sent to the seller's postal address, for instance, if the seller's bank will not accept an electronic transfer to the Seller's Bank Account.

6.3              A payment made by a buyer in respect of a particular item will not be due or payable to a seller (or if paid, shall be reimbursed by the seller to us), and we will not be liable to the seller if:

(a)                we, in our sole and absolute discretion, (i) determine that the seller cannot promptly deliver the item under clause A.4.1 or the seller has otherwise breached the provisions of this Marketplace Agreement and we initiate a refund to the buyer, (ii) do not permit a transaction or disbursement to proceed where any limit established by us for a security reason would be exceeded, or (iii) permit a buyer to withdraw from a transaction because the Service is unavailable following the commencement of a transaction;

(b)               we discover the payment is erroneous or relates to a duplicate transaction,

(c)                the payment is the subject of a chargeback from the buyer's credit card issuer or bank.

Where reimbursement by the seller is required under this clause 6, without notice to the seller we may obtain such reimbursement by (i) deducting the amount from the seller's Reserve in clause B.6.4 or any future payments that would otherwise have been owed to the seller, (ii) reversing any transfer to the Seller's Bank Account, (iii) charging the seller's credit card, or (iv) seeking such reimbursement from the seller by any other lawful means.

In the event that we elect not to recover from the seller a buyer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), we will assume the debt associated with the Payment Failure and the seller irrevocably assigns to StyleMeTV all rights, title and interest that the seller has in and associated with that debt.

6.4              In order to secure the seller's performance of the potential refund and reimbursement obligations under clause B.6, the seller agrees to maintain at all times a pending payment amount equal to the sum of the immediately preceding 14 days of sales activity and any pending deductions under clause B.6 (a "Reserve").  StyleMeTV may require a higher Reserve, or allow a lower Reserve, as it may determine in its sole and absolute discretion having regard to the rate of chargebacks, refunds, adjustments or other indicators of performance problems related to the seller's use of the Service, or as may be imposed by any payments processor.  In order to help maintain the Reserve, payments may be made to the Seller's Bank Account on a rolling 14-day cycle ("Payment Date"), based on the original date of the seller's registration, or on the next Business Day if the scheduled Payment Date falls on a non-Business Day.  If the seller requests a change to the scheduled Payment Date, the 14-day cycle will be reset to the requested Payment Date.  When the seller initially provides or later changes his or her Seller's Bank Account information, the seller must wait 14 days to request a transfer to that Seller's Bank Account within the 14-day cycle.  Subject to the foregoing, after an initial 14 days of sales activity, the seller may request transfers to the Seller's Bank Account at any time within the 14-day cycle.

6.5              We will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with a buyer's authorized credit card payment, and Seller will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Seller's products (except those products, if any, that are fulfilled using the Fulfilment by StyleMeTV service) that are not fulfilled strictly in accordance with the order information and shipping information that we provide you.

7                    disputes, chargebacks or other claims

Notwithstanding the provisions of clause B.6.4, if we reasonably conclude, based on information available to us, that seller's actions and/or performance in connection with the Service may result in disputes, chargebacks or other claims, then we may in our sole and absolute discretion delay initiating any remittances and withhold any payments to be made or that are otherwise due to seller in connection with the Service or this Agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any seller actions and/or performance in connection with this Agreement.

8                    notices

All notices will be sent by e-mail or will be posted on the Site.  We will send notices to the seller at the e-mail address maintained in StyleMeTV's records for the seller.  The seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us.  The seller will send notices to us at our current e-mail address published on our Site.  E-mail notices are deemed written notices for all purposes for which written notices may be required.  E-mail notices are deemed received the Business Day after transmission if properly addressed to the intended recipient.  If not sent by e-mail, notice to be sent from within the UK may be provided in writing and mailed with Royal Mail, postage paid, First Class mail properly addressed or personally delivered by express courier such as DHL.  Notices to be sent from outside the UK may be sent by a carrier and method equivalent to Royal Mail First Class mail.  Mail is properly addressed if sent by us to the address maintained in our records for the seller.  First Class mail is properly addressed if sent by the seller to the current address published by us on our Site.  Mail is deemed received three Business Days after it is deposited with Royal Mail.  A notice sent by express courier is deemed received when personally delivered to the intended recipient or to a person with apparent authority to receive such delivery on behalf of the intended recipient.

C.        CONDITIONS RELATING SPECIFICALLY TO BUYERS

1                    payments

1.1              A buyer must pay via the Service for an item purchased via the Site, with any major credit or debit card accepted on the Site under the terms and conditions published on the Site at the time of order processing.  After the credit or debit card charge is approved, and the buyer's order is confirmed to the seller, the seller is obliged to despatch the item sold in accordance with clause [A.4].  The buyer will resolve any dispute directly with the seller.  Sellers shall not invoice buyers, and buyers must not accept seller's invoices, off the Site.  All refunds for purchases made via the Site must be initiated by the Sellers and may only be accepted by buyers via the Site.

1.2              StyleMeTV sets limits on the amount and number of transactions completed through the Service during a set time period ("Velocity Limits") for both buyers and sellers.  For security reasons, StyleMeTV does not disclose Velocity Limits.  Velocity Limits are different from the credit limits set by your credit/debit card issuer.

2                    Buyer's fees.

Although StyleMeTV does not currently charge buyers any fees to use the Service and the Site, it reserves its right to do so in the future.

3                    Prohibited acts.

Buyers must not:

3.1              Whether by themselves or in conjunction with other participants, manipulate transactions in ways that are unfair to other participants or users; and

3.2              use the Service or the Site in the contravention of any applicable law nor permit or assist others to do so.

4                    Inspection of items.

Buyers must inspect any item purchased from a seller immediately upon receipt to ensure that it accords with any description given by the seller in the item's listing and to ensure that the product is safe.