Terms and Conditions

THESE TERMS AND CONDITIONS (THIS "Agreement") CONSTITUTE A BINDING CONTRACT BETWEEN THE YOU AND VINCOFY LTD. ("Vincofy” “we", "us" and "our"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. BY CLICKING "I AGREE" BELOW, OR BY OTHERWISE ACCESS OR USING THE VINCOFY MARKETPLACE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE BEING THE "Effective Date"):

1.

THIS AGREEMENT, AND

2.

OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED BELOW THAT ARE EXPRESSLY STATED TO BE INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT BY REFERENCE.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE VINCOFY MARKETPLACE AND INFORM US IMMEDIATELY IN WRIGHTING.

This Agreement (including its Schedules) represents the entire agreement between you and Vincofy with respect to the subject matter hereof and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Vincofy with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably waive, to the maximum extent legally permitted, any Law (defined below) applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements) or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

Vincofy reserves the right to modify this Agreement at any time by posting the modified Agreement at www.vincofy.com. Such modifications will be effective ten (10) days after such posting, and your continued use of the Vincofy Marketplace shall constitute your acceptance of such modifications. In such cases, we will also update the "Last Updated" date set forth above. Please check the above webpage regularly for any modifications.

At Vincofy's sole discretion, any Vincofy obligation hereunder may be performed (in whole or in part), and any Vincofy right or remedy may be exercised (in whole or in part), by a Vincofy Affiliate (defined below).

Vincofy Ltd is a United Kingdom company.

Last updated 01/03/21

1. DEFINITIONS AND INTERPRETATION

This Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined elsewhere. The Section and sub-Section headings in this Agreement are for convenience of reading only and may not to be used or relied upon for interpretive purposes.

"Action Plan" means a detailed set of instructions to follow in order for the user to improve their Performance Standards and Obligations when using Vincofy Marketplace.

"Below Standard" means a level of which a User’s performance has not met the Performance Obligations. Vincofy reserves the right to take actions for performance improvements or right of account termination.

"Business Day" a day (other than a Saturday, Sunday, or Bank Holiday in United Kingdom) when clearing banks in UK are open for the transaction of normal banking business

"Business Hours" from 9:00 am to 5:00 pm London Time.

"Billing Date" means a monthly recurring charge for a Subscription for which the user has subscribed to, and is paid to the Vincofy account at its recurring date.

"Cancellation Request" means a submitted request via the Vincofy platform or the Marketplaces used by Vincofy to cancel an Order of Subscription by the Vendor or Supplier.

"Content" means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or other similar materials.

"Consumer" means the end purchaser of the item from the Vendor.

"Delayed Item" means any item that has been dispatched via a shipping service not associated with the Vincofy approved Delivery Service.

"Delivery Date" means the date of which an item is received by the Consumer.

"Documentation" means any electronic manuals, specifications, and similar documentation made available by Vincofy for use of the Vincofy Marketplace.

"Exchange Item" means any Item (excluding underwear, some jewellery, any other personal hygiene related items and personalized items) that are returned to the Supplier with a request for an exchange due to being a faulty Item, did not fit, changed their minds or not suitable for their needs. The Item should be in its original packaging, unused, unworn and undamaged.

"Faulty Item(s)" means any item that it is deemed as not in fully working condition, not as described in the Item Description (by the Supplier), or that the item develops faults after a reasonable use by the Consumer. Evidence of images or videos will be required to be send along with any requests.

"Feadback" means any information or review about a product’s reaction, a service performance of a task, etc. which is used as a basis for improvement.

"Feature" means any module, tool, and/or feature of the Vincofy Marketplace (such as those providing for language translations, currency conversions, tax calculations, order system, platform integrations, etc.).

"Intellectual Property" means any and all inventions, discoveries, improvements, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media.

"Intellectual Property Rights" means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered), and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.

"Item(s)" means an equipment(s), product(s) or good(s) that are made available for sale by the Supplier on the Vincofy Platform.

"Item Description" means an written information, images or videos provided by the Supplier about an item made available for sale on the Vincofy Platform.

"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

"List (ing) (ed)" means an available item that is made for sale.

"Lost Item" means any item lost in process of delivery and not received by the Consumer within 20 Business Days from the time it has left its warehouse.

"Moral Rights" means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honour or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.

"Notice Period" means a period of time, twenty (20) Business Days, a user of partner must give to terminate their contract of Subscription.

"Order(s)" means a product or more purchased between the Supplier(s) and the Vendor via Vincofy’s Platform or it’s partner marketplaces.

"Order Amount(S)" means the Grand Total value of an invoice produced in the Vincofy Marketplace from an order.

"Order Cancellation(s)" means the termination of an order before an item has been dispatched by the supplier.

"Order Date" means the date on which an Order has been completed and purchased.

"Performance Standard" means the set of the performances that are set out to protect the Suppliers, Vendors and Consumers that the User(s) that must comply when using Vincofy Marketplace.

"Privacy Policy" means Vincofy's then-current privacy policy available
at WWW.VINCOFY.COM ("PRIVACY POLICY").

"Product" means a product listed by the Supplier for sale on the Vincofy’s Marketplace (VP).

"Prohibited Item(s)" means items that are permited to be sold on Vincofy Marketplace.

"Replacement Item(s)" means any item delivered to the Consumer to replace a purchased item for no fault of their own.

"Returned Item(s)" means any Item (excluding underwear, some jewellery, any other personal hygiene related items and personalized items) that are returned to the Supplier due to being a faulty Item, did not fit, changed their minds or not suitable for their needs. The Item should be in its original packaging, unused, unworn and undamaged.

"Sales Channel(s)" means a third-party software or an online marketplace used to buy and sell products.

"Site" or “Website” means www.vincofy.com (together with any of its subdomains).

"Vincofy Marketplace" means Vincofy's proprietary online Vincofy Marketplace platform, called Vincofy™, which is made available via the Site and on which you can purchaser Products from Merchants. For the purposes of this Agreement, references herein to "Vincofy Marketplace" shall also be deemed to include all related APIs and other technology made available by Vincofy to enable use of the Vincofy Marketplace.

"Subscription" means an amount of money that you pay regularly for using Vincofy Marketplace and following its Terms and Conditions you have agreed on.

"Subscription Fee" means monthly recurring charge for a Subscription Level you have chosen to use Vincofy Marketplace. The Subscripton Fee is subject to change upon twenty (20) Business Day notice to the Subscriber.

"Subscription Level" means the level of Service a User has been granted by purchasing a Subscription. The Level of Subscription are as follow:

  • Explorer (Free)
  • Silver (Paid)
  • Gold (Paid)
  • Diamond (Paid)
  • Custom (Paid)
  • "Subscription Length" means the time period of a recurring subscription that is set as One (1) Gregorian Calendar Month.

    "Supplier(s)" means the owner of a product(s) such as wholesaler, manufacturers, or inventory owner who supplies product to the Vincofy Marketplace.

    "Supplier’s Content" means Content inputted or uploaded by the Supplier and made available on the Vincofy Marketplace (such as Product descriptions and images, Product pricing and shipping information, Merchant's trademarks, service marks, brand names, and logos etc.).

    "Support Service" means technical support provided by Vincofy to its Users free or paid service, depending on the request and the support.

    "Suspension" means a temporary disconnection of the User’s account for a period of time.

    "Termination" means the indefinite end of the User’s access to their account.

    "Update" means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the Vincofy Marketplace.

    "User" means an individual, company or institute that has access to Vincofy Marketplace and its services. Also referred to as “their”, “you” or “your”.

    “User Content” mean any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or other similar materials provided to us by you.

    “User Data” mean any electronic or hardcopy personal information in relation to a User and held in line with our data PRIVACY POLICY.

    "Vendor(s)" means an online Retailer(s) or Merchant(s) as an individual or on behalf of a company who sells products to Consumer(s) using Vincofy Marketplace.

    "Vincofy Affiliate" means, with respect to Vincofy, any person, organization or entity controlling, controlled by, or under common control with, Vincofy, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.

    2. VINCOFY MARKETPLACE AND VENDOR ACCOUNT

    2.1.

    Vincofy Marketplace. You acknowledge and agree that: (a) Vincofy Marketplace is an online platform and location on which you can identify and purchase Products directly from Supplier; (b) Suppliers act independently of Vincofy; (c) you are purchasing Products from the respective Supplier through Vincofy Marketplace, and Vincofy has no authority to act on behalf of the Supplier; and (d) Vincofy is not acting as an agent for you or for any Supplier.

    2.2.

    Vendor Account. In order for a Vendor to purchase products from the Vincofy Marketplace, you have to register for an account by submitting the information requested in the applicable web form (a "Vendor Account"). You represent and warrant that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between you and Vincofy, you alone shall be responsible and liable for maintaining the confidentiality and security of your Buyer Account credentials, as well as for all activities that occur under or in the Buyer Account. You must immediately notify Vincofy in writing of any unauthorized access to, or use of, the Buyer Account, or any other suspected or actual breach of security; but you also acknowledge that Vincofy may be unable to remedy the damage or loss (or otherwise assist) in such scenarios. Personally identifiable information received during the Buyer Account or Supplier Account registration process will be stored and used by Vincofy in accordance with the Privacy Policy.

    3. ACCESS

    Subject to the terms and conditions of this Agreement, Vincofy grants you a limited, nonexclusive, non-assignable, non-sub-licensable, revocable right, during the Term (defined below), By using the Sevices you agree:

  • To access and use the Vincofy Marketplace and its Services solely for your own personal and non-commercial use of buying Products (collectively, the "License"), unless disclosed and agreed by us;
  • You are over the age of eighteen (18);
  • You are mentally sane and fit to understand the legally binding contract under the applicable law;
  • You will comply with all the applicable laws and orders to which you may be subject in your country or any other country you use our service.
  • 4. USAGE RESTRICTIONS

    You shall not (and shall not permit or encourage any third party to) do any of the following: (a) reproduce the Vincofy Marketplace; (b) sell, assign, lease, lend, rent, distribute, or make available the Vincofy Marketplace to any third party, or otherwise offer or use the Vincofy Marketplace in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Vincofy Marketplace; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Vincofy Marketplace; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Vincofy Marketplace; (f) make a derivative work of the Vincofy Marketplace, or use the Vincofy Marketplace to develop any service or product that is the same as (or substantially similar to or competitive with) the Vincofy Marketplace; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Vincofy Marketplace; (i) take any action that imposes or may impose (at Vincofy's sole discretion) an unreasonable or disproportionately large load on the Vincofy Marketplace infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Vincofy Marketplace; and/or (j) use the Vincofy Marketplace to infringe, misappropriate or violate any third party's Intellectual Property Rights, or any Law.

    Your full compliance with the above restrictions is a condition to the License; provided however, that such limitations shall not apply to the extent expressly permitted otherwise in this Agreement. You acknowledge that the Vincofy Marketplace contains information and materials that are confidential and proprietary to Vincofy (and may even constitute Vincofy's, or a Vincofy Affiliate's, trade secrets), and therefore you agree that a breach or threatened breach of this Section (Usage Restrictions) may cause Vincofy and/or a Vincofy Affiliate to suffer irreparable harm or damage for which monetary damages will be inadequate, and accordingly, if Vincofy or a Vincofy Affiliate seeks an injunction, specific performance, or other equitable relief to enforce any provision under this Section, Vincofy or the Vincofy Affiliate (as the case may be) shall not be required to post a bond or to prove the likelihood of irreparable harm.

    5. THIRD PARTY SOFTWARE

    The Vincofy Marketplace may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices ("Third Party Software" and "Third Party Software Terms and Notices", respectively). To the extent legally required, Vincofy may make available a current list of such Third-Party Software and Third-Party Software Terms and Notices in the Documentation. Vincofy will reasonably comply with any valid written request submitted by you to Vincofy for exercising any rights you may have under such Third-Party Software Terms and Notices. You acknowledge that your use of the Vincofy Marketplace is also governed by such Third-Party Software Terms and Notices, and that to the extent of any conflict between this Agreement and any Third Party Software Terms and Notices, the latter shall control. Any undertakings, representations, warranties, guarantees, conditions, indemnities or other commitments made by Vincofy in this Agreement concerning the Vincofy Marketplace (if any), are made by Vincofy and not by any authors, licensors, or suppliers of, or contributors to, such Third-Party Software. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, Vincofy does not make any representation, warranty, guarantee, or condition, and does not undertake any defence or indemnification, with respect to any Third-Party Software.

    6. THIRD PARTY CONTENT AND SOURCES

    The Vincofy Marketplace may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Vincofy (such Content, "Third Party Content"). The Vincofy Marketplace may also enable you to communicate with the related third-parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Vincofy of such Third Party Content or third party, nor any affiliation between Vincofy and such third party. Vincofy does not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices.

    7. MERCHANT CONTENT

    You acknowledge and agree that each Merchant is solely responsible and liable for its Merchant Content, and for the way in which it is used or relied upon by others (including you). Without limiting the generality of the foregoing sentence, you acknowledge and agree that when accessing and using the Vincofy Marketplace: (i) you will be exposed to Content from a variety of other users, and that Vincofy is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Content; and (b) you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable. You hereby irrevocably waive any legal or equitable rights or remedies you may have against Vincofy with respect to such Content.

    8. PRODUCTS

    In respect of each Product listed on the Vincofy Marketplace, Vincofy makes no representation, warranty, guarantee, or condition that: (a) Merchant is an authorized seller of the Product (and has obtained any and all licenses, permissions, consents, approvals, and authorizations required to sell the Product), and that its listing does not, and will not, infringe, misappropriate, or violate any third party's Intellectual Property Rights, or any Law (including, but not limited to, the Sale of Goods Act 1979, the Consumer Protection Act, 1987, and the Consumer Contract Regulations 2013); (b) the Product is authentic, authorized for sale, and not stolen, a counterfeit, or illegal; (c) the Product matches the corresponding Product description (and other Merchant Content) associated with such Product; and (d) the Product will be of satisfactory quality and fit for purpose, and free from defects in design, material or workmanship. You hereby irrevocably waive any legal or equitable rights or remedies you may have against Vincofy with respect to such Content.

    9. ORDERS AND PAYMENT

    9.1.

    Vincofy reserves the right to change or modify any prices or fees at any time, providing it has informed you with a minimum twenty (20) days’ notice.

    9.2.

    All payments to Vincofy and the Suppliers are precessed using our payment gateway partner Stripe. Vincofy does not store any credit card information anywhere on its system.

    9.3.

    Vincofy accepts full responsibility for all payments made via our Marketplace, including refunds, chargebacks, dispute resolutions and cancellations.

    a)

    If a payment dispute is raised by the User, for which we have found that the claimant has merit, Vincofy will process a full refund of the dispute.

    b)

    If the User experience any payments or subscription issues, you can contact us via the email finance@vincofy.com.

    c)

    In accordance with the Financial Services Statutory Instruments 2017 No692, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Vincofy is obliged to monitor all the financial transactions processed by the Vincofy for the User(s). Vincofy reserves the right to suspend any payment as well as terminate access to the Vincofy Marketplace.

    9.4.

    Any Money held by Vincofy on behalf of Users shell be held in our eternal payment gateway provider for as long as reasonably possible.

    9.5.

    Orders. You acknowledge and agree that, as between Merchant and Vincofy, Merchant shall be the "merchant of record" for Orders and shall be solely responsible for invoicing you and charging any applicable taxes under an Order. The Vincofy Marketplace will generate an automatic email message to you, confirming receipt of your Order, and the Vincofy Marketplace will transmit to the corresponding Merchants the Order information ("Order Transmittance"). Vincofy will collect all proceeds (including any shipping and handling charges, gift wrap charges, and any taxes) paid by you under an Order (the "Proceeds").

    9.6.

    Fulfilment. Following Order Transmittance, you acknowledge and agree that the Merchant (and not Vincofy) shall be solely responsible and liable for fulfilment of the Order (including, but not limited to, organizing all shipment, freight forwarded, and customs brokerage services).

    9.7.

    Cancellations, Returns and Refunds. Are subject to the Dropshipping Agreement

    9.8.

    Payment. Subject to the Dropshipping Agreement

    10. FEATURES

    All references herein to the "Vincofy Marketplace" shall be deemed to include its Features as well. Vincofy reserves the right to remove, modify, and/or add Features at any time, without any notice or obligation to you, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Vincofy in its sole discretion. Moreover, if Vincofy determines that you are in breach of any provision of this Agreement, Vincofy reserves the right to block you from certain Features. Vincofy makes Features available because it believes it enhances the user experience of the Vincofy Marketplace; but you acknowledge and agree that just because Vincofy makes a Feature available, it does not mean Vincofy endorses, or can otherwise controls, every manner in which such Feature is used. A new or modified Feature may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. Vincofy may in its sole discretion charge for new Features.

    11. UPDATES

    All references herein to the "Vincofy Marketplace" shall be deemed to include any Updates made available as well. Vincofy may from time to time provide Updates but shall not be under any obligation to do so. Such Updates will be supplied according to whatever thencurrent policies Vincofy may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Vincofy in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to you, and you consent to any such automatic updating or upgrading of the Vincofy Marketplace. In some cases, you may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. Vincofy may in its sole discretion charge for Updates. Vincofy is under no obligation to provide any technical support for the Vincofy Marketplace.

    12. OWNERSHIP AND CONTENT LICENSE

    12.1.

    Vincofy Marketplace. Merchant hereby acknowledges that the Vincofy Marketplace is or may be protected by Intellectual Property Rights (and similar) Laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by Vincofy and its licensors. As between you and Vincofy (and except for the License), Vincofy is the sole and exclusive owner of all Intellectual Property Rights in and to the Vincofy Marketplace, the Documentation, and all Content generated or otherwise provided or appearing on or in the Vincofy Marketplace. For the avoidance of doubt, "Vincofy", (and their respective logos) are trademarks of Vincofy and/or Vincofy Affiliates, and all other trademarks appearing within the Vincofy Marketplace or Documentation are the trademarks of their respective owners.

    12.2.

    Feedback. If you provide Vincofy with any ideas, suggestions, or similar feedback about performance of the Vincofy Marketplace and/or for improving the Vincofy Marketplace ("Feedback"), you hereby grant Vincofy and all Vincofy Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sub-licensable (through multiple tiers of sublicensees), irrevocable, and perpetual license, in any media format and through any media channels (now known or hereafter developed), to access, use, reproduce, distribute, publish, broadcast, make available to the public, modify, adapt, edit, create derivative works of, publicly display, publically perform, and otherwise commercially exploit such Feedback (the "Feedback License"). You hereby represent and warrant that: (A) your Feedback does not, and will not, infringe, misappropriate or violate any third party's Intellectual Property Rights, or any Law; and (B) you have obtained, and will maintain during and after any termination of this Agreement, all licenses, permissions, consents, approvals, and authorizations required to grant the Feedback License. The Feedback License shall survive any termination of this Agreement.

    13. DISCLAIMERS

    13.1.

    The Vincofy Marketplace, documentation, and any content whatsoever are provided and made available to you on an "as is" and "as available" basis, with all faults, and without any representation, warranty, guarantee or condition of any kind whatsoever, whether express, implied or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, quiet possession, title, quality of service, non-infringement, or that otherwise arise from a course of performance or dealing, or usage of trade, all of which are hereby disclaimed by Vincofy and its licensors and suppliers.

    13.2.

    In addition, neither Vincofy nor its licensors or suppliers make any representation, warranty, guarantee or condition:

    a)

    Regarding the effectiveness, usefulness, reliability, availability, timeliness, accuracy, or completeness of the Vincofy Marketplace, documentation, or such content;

    b)

    That your use of, or reliance upon, the Vincofy Marketplace, documentation, or such content will meet merchant's requirements or expectations;

    c)

    That the Vincofy Marketplace, documentation, or such content will be uninterrupted, secure, error-free or virus-free, or that defects in the Vincofy Marketplace will be corrected; or

    d)

    Regarding the satisfaction of, or compliance with, any government regulations or standards.

    13.3.

    Some jurisdictions' Laws do not allow the disclaimer of certain implied warranties or conditions, and to the extent applicable to you, Vincofy limits the duration of such warranties and conditions to the duration of ninety (90) days from the Effective Date.

    13.4.

    You acknowledge and agree that this section (disclaimer) is an essential basis of the bargain between you and Vincofy.

    14. LIMITATION OF LIABILITY

    14.1.

    In no event shall Vincofy, any Vincofy affiliate, or any of its licensors or suppliers be liable under, or otherwise in connection with, this agreement, for:

    a)

    Any consequential, indirect, special, incidental, or punitive damages;

    b)

    Any loss of profits, loss of business opportunity, loss of revenue, or loss of anticipated savings;

    c)

    Any loss of, or damage to, data, reputation, or goodwill; and/or

    d)

    The cost of procuring any substitute goods or services.

    14.2.

    The combined aggregate liability of Vincofy and all Vincofy affiliates under, or otherwise in connection with, this agreement shall not exceed the lower of: (a) five u.s. dollars (us $5), and (b) the amount of commissions actually paid by you (if any) to Vincofy during the three (3) months immediately preceding the event first giving rise to liability.

    14.3.

    The foregoing exclusions and limitations shall apply: (a) to the maximum extent permitted by applicable law; (b) even if Vincofy or a Vincofy affiliate has been advised, or should have been aware, of the possibility of losses, damages, or costs; (c) even if any remedy in this agreement fails of its essential purpose; and (d) regardless of the theory or basis of liability, including without limitation breach of warranty, negligence, misrepresentation, strict liability, or other contract or tort liability.

    14.4.

    The foregoing exclusions and limitations shall not apply to any Vincofy liability arising: (a) from death or personal injury caused by negligence; or (b) from fraud.

    14.5.

    Some jurisdictions' Laws do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply.

    14.6.

    You acknowledge and agree that this section (limitation of liability) is an essential basis of the bargain between you and Vincofy.

    15. INDEMNIFICATION

    If any third party (including, but not limited to, a regulatory or governmental authority, and a Merchant) brings any kind of demand, claim, suit, action or proceeding against Vincofy, a Vincofy Affiliate, and/or any of our respective directors, officers, employees, or representatives (each, an "Indemnitee"), and it is based upon or arises from:

    15.1.

    Your use of the Vincofy Marketplace; and/or

    15.2.

    Your breach of any provision of this Agreement

    (each of the foregoing, an "Indemnity Claim") then, upon written request by Vincofy (to be decided in its sole discretion), you agree to assume full control of the defence and settlement of the Indemnity Claim; provided, however, that (d) Vincofy reserves the right, at any time thereafter, to take over full or partial control of the defence and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with Vincofy's defence activities at your own cost and expense; and (e) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

    In addition, and regardless of whether (or the extent to which) you controlled or participated in the defence and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (f) any costs and expenses (including reasonable attorneys' fees) incurred by the Indemnitee(s) in the defence of the Indemnity Claim; and (g) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).

    16. TERM AND TERMINATION

    16.1.

    Term. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").

    16.2.

    Refusal: Vincofy reserces the right to refuse the opening of an account and grant access to its services to anyone. If an application has been refused and a payment for the chosen subscription has been paid, a full refund will be arranged.

    16.3.

    Termination for Convenience by Vincofy. Vincofy reserves the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Vincofy Marketplace (or any part thereof), for any reason whatsoever, at any time, upon notice to you, and you agrees that Vincofy shall have no liability to you for any such termination, modification, suspension, or discontinuance.

    16.4.

    Termination for Convenience by Merchant. You may terminate this Agreement at any time and for any reason, but only by giving Vincofy thirty (30) days' prior written notice, at support@vincofy.com. If you object to any term or condition of this Agreement or any subsequent changes thereto or becomes dissatisfied with the Vincofy Marketplace in any way, your sole remedy is to terminate this Agreement.

    16.5.

    Termination for Breach. Each party may terminate this Agreement immediately upon written notice to the other party: (a) if the other party commits a material breach under this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach; and/or (b) if the other party is declared bankrupt by a judicial decision, or, in the event an involuntary bankruptcy action is filed against such other party, it has not taken, within sixty (60) days from service of such action to such party, any possible action under applicable law for such filed action to be dismissed.

    17. CONSEQUENCES OF TERMINATION; SURVIVAL

    Upon termination of this Agreement, the License will automatically terminate and be deemed revoked, and you shall immediately cease use of the Vincofy Marketplace, except to the extent strictly necessary for you to receive any Orders purchased before the termination effective date. Sections 12 (Ownership and Content License) through 19 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive, or that by its nature ought to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

    18. GOVERNING LAW

    This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of England and Wales, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in London, England, and you hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. Furthermore, you: (a) agree that any proceedings to resolve or litigate any claim, dispute or controversy will be conducted solely on an individual basis (and not in any class action or class-wide proceeding), and that you may initiate such proceedings only on your own behalf; (b) hereby irrevocably waive the right to litigate such claims, disputes, or controversies in court before a jury; and (c) agree not to participate in claims, disputes, or controversies brought in an attorney general or representative capacity, or in consolidated claims, disputes, or controversies involving another person's Buyer Account.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAUSE OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE YOU AGREE THAT SUCH CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

    19. MISCELLANEOUS

    19.1.

    Assignment. Vincofy may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Vincofy's express prior written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement binds and benefits each party and its respective successors and assigns.

    19.2.

    Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

    19.3.

    Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

    19.4.

    Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Vincofy, the writing must be duly signed by an authorized representative of Vincofy) and shall be valid only in the specific instance in which given.

    19.5.

    Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.

    19.6.

    No Storage. The Vincofy Marketplace is not intended to, and will not, operate as a data storage product or service, and you agree not to rely on the Vincofy Marketplace for the storage of any Buyer Account Content whatsoever. You are solely responsible and liable for the maintenance and backup of all Buyer Account Content. Notwithstanding the foregoing, Vincofy reserves the right to automatically download Buyer Account Content to Vincofy's cloud-based database(s).

    19.7.

    Notices. You agree that Vincofy may send you notices by email, via your Account, by regular mail, and/or via postings on or through the Vincofy Marketplace. Except as stated otherwise in this Agreement or provided by the functionality of your Account, you agree to send all notices to Vincofy, to SUPPORT@VINCOFY.COM

    19.8.

    No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Vincofy Affiliates, Vincofy's licensors and suppliers, and Indemnitees), (i) there shall be no third-party beneficiaries of or under this Agreement, and (ii) a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

    19.9.

    Force Majeure. Vincofy shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Vincofy's reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Vincofy Marketplace shall not be deemed within Vincofy's reasonable control.

    19.10.

    Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

    20. USING SALES CHANNELS

    20.1.

    Vincofy offers Sellers various third-party Sales Channels. The Seller is responsible and liable for complying with all of the terms and conditions of any Sales Channels and any transactions involving the sale of Items that you undertake on them, including but not limited to payment, returns, warranties, Item specification, Item safety, Item shipping, customer service, payment of applicable taxes and export/import duties, and local and international laws. Vincofy is not in any way responsible or liable to you for the health or status of any third-party Sales Channel on which you sell Items.

    20.2.

    Sales Channels may have specific requirements governing how your account must be registered with them. This applies as follow:

    a)

    To register as a business or professional seller and keep to the highest standard of account management and information provision including but not limited to providing your business contact details, VAT number (if appropriate) and specific business policies in relation to areas such as returns and refunds.
    It is your sole responsibility to ensure your third-party Sales Channel activities are in compliance with any such requirements.

    b)

    Further, as a business or professional seller you may be required to comply with any applicable government regulations in the country within which you are selling. In the UK specifically, business sellers must comply with the Distance Selling Regulations and the Consumer Rights Act 2015.

    20.3.

    The Seller will allow Vincofy Marketplace permission to access, via Application Programming Interface (API) or other appropriate means, and use data associated with any applicable Sales Channel accounts that you link to the Vincofy Marketplace and process Orders through, including but not limited to your products, orders, sales, shipping information, inventory, and End Consumers as necessary to facilitate your use of the Services.

    20.4.

    The Seller understands and accept that Vincofy has no control or influence over how any third-party Sales Channel is operated or managed and that we have no obligation to you in relation to assisting you to use such Sales Channel or to resolve any disputes that may arise between you and any third-party Sales Channel.