Updated: 28 Sept 2023 Version 1.0 The terms and conditions set forth below constitute a legally binding contract between you, (the “Consignor”) and Reform Clothing Ltd (“RC”) (the "Agreement"). Once you agree to the terms of this Agreement, it will remain in effect until termination RC, or the end of the Consignment Term, whichever comes first. By posting your items (the "Property") to RC, you are agreeing to the prices shown before you in this document and to the terms and conditions set forth, as well as to the privacy policy and cookie policy. By accepting this Agreement, you represent that you have thoroughly reviewed this Agreement and meet all the requirements to use the RC Services. Additionally, you consent to receiving transactional communications from RC. 1 - PRODUCT INFORMATION AND APPROVAL PROCESS 1.1 RC Services include but are not limited to: (a) Creation of a Consignors Account; (b) creation of a Submission on the Website; (c) the storage in safekeeping of the Property; (d) the verification of the authenticity, quality and condition of the Property; (e) the offering for sale of the Property on a consignment basis, by creating and displaying a description and photographs on various marketplaces at RCs sole discretion; (f) the managing all of the acts related to the sale of the Property; (g) in the case of sale of any Property, its packaging and shipping to each Buyer; (h) the receipt of the amounts paid by each Buyer, corresponding to the Final Selling Price; (i) the payment of the Payout in respect to each Sold Product, and (j) return to the relevant Consignor of any unsold or unsellable Property within the agreed term. 1.2 To sell an item with us, the Consignor must create a Consignor Account. In order to create an account, Consignors must be based in the United Kingdom and 18 years of age or older. Upon registration, RC provides each Consignor with an account, ID, and password. Consignors can change their password by following the online and email prompts. They are solely responsible for safeguarding their login and password, and must not share or allow third-party access. Consignors must promptly report any unauthorised use or security breaches. RC may suspend or deactivate Consignor Accounts if violations are suspected, without incurring any responsibility. RC also reserves the right to limit or deny access to RC Services. 1.3 Consignors desire for RC to sell their Property on a consignment basis, meaning that they (not RC) will still own the Property after they transfer physical possession of the Property to RC. 1.4 Property is considered “Accepted” after (1) completion of a Submission and (2) agreement to a Predicted Payout, subject to authentication and sale. The Consignor is solely responsible for the accuracy and truthfulness of the information provided in the Submission. RC has the right to decline to present a Predicted Payout for your Property at its sole discretion. Predicted Payout is determined by RC at its sole discretion. 1.5 Predicted Payouts are subject to change upon RC’s receipt and physical inspection of the Property. RC has the sole discretion to accept or reject the Property upon its receipt and physical inspection of the Property. 1.6 The Consignor will have 1 day (24 hours) from receipt of the Predicted Payout to accept or decline and post the Property to RC. By accepting these terms and posting the item, the Consignor agrees to provide the Property to RC for according to the terms of this Agreement. A lack of response will be regarded as an implied decline of the Agreement. 1.7 RC uses email for all important transactional communications and will assume that our email communications are successfully delivered and received. It is the Consignor’s responsibility to ensure that emails from RC are receivable, which includes ensuring that RC has a current email address throughout the Consignment Term. 2 - PRODUCT DELIVERY, RISK OF LOSS 2.1 After RC accepts the Property, the Consignor must utilise the provided prepaid shipping label. It is the Consignor’s responsibility to package and mail the Property safely and according to instructions. 2.2 The Consignor must post the item to RC within 7 days of Agreement acceptance and the Property must arrive within 14 days of Agreement acceptance. If the item is received outside of this timeframe, RC will be entitled to re-price the property and send a new Predicted Payout, as the resale market continuously changes. 2.3 The Consignor is responsible for any loss or damage until they have successfully dropped the item off with the Shipper. While the property is in transit, the Shipper is responsible for any loss or damage. To protect the Consignor and RC, RC ensures there is adequate insurance purchased with the shipping label. If the Property is damaged, stolen, or lost while in the Shipper's possession, RC will pay the current Market Value for the item in the condition reflected in the original images from the Submission. 2.4 If the Property is damaged, stolen, or lost while in RC's possession, RC will pay the Consignor the current Market Value for the item in the condition reflected in the original images from the Submission. This value will be determined at RC’s sole discretion based on extensive research. RC will maintain adequate insurance for items in their possession. 3 - PRODUCT CONDITION, INSPECTION AND INITIAL AUTHENTICATION 3.1 Once RC physically possesses the Property, it inspects it for authenticity and condition, which affects its value and Predicted Payout. RC determines authenticity, quality, and value at its discretion. 3.2 RC only accepts Property that's (a) in resellable condition, (b) authentic, and (c) matches the representations and warranties provided. You'll specify the "Product Condition" as Good, Very Good, Like New, or New with Tags. 3.3 RC may recondition items to make them marketable. If the Property doesn't match the description or condition in the submitted images, it may be returned at the Consignors expense (£20 - in the UK only via standard mail), forfeited to RC to ensure responsible disposal, or have its Predicted Payout modified, at RC's sole discretion. A new Predicted Payout must be accepted or declined, as per heading 1 above. If, after using commercially reasonable efforts, RC cannot contact the Consignor within 60 days of the above email communication, the Consignor agrees to forfeit the Property to RC. 3.4 Processing and preparation may take up to 7 days. 4 - COUNTERFEIT PRODUCTS OR STOLEN PROPERTY 4.1 We are committed to preventing the sale of counterfeit goods. The Consignor is responsible for ensuring the authenticity of their Property. If RC cannot confirm the authenticity of any item of Property that you have provided, RC shall have the right at its sole discretion to refuse to accept the item. RC reserves the right, at RCs sole discretion, to deny the use of RC services to any consignor who submits counterfeit items. 4.2 If RC determines that the Property is counterfeit or otherwise inauthentic or stolen, RC shall notify the Consignor that it has made such a determination by email. The Consignor will be able to provide proof of purchase and other evidence of authenticity deemed acceptable by RC in response. The Consignor will be liable to pay 15% of the agreed Payout + £10 for each counterfeit item, inclusive of return shipping costs (within the UK only). The item will be returned via standard mail once payment has been made. RC will also report the instance to the appropriate law enforcement. If, after using commercially reasonable efforts, RC cannot contact the Consignor within 60 days of the above email communication, the Consignor agrees to forfeit the Property to RC. RC subsequently has the right to destroy the Property. 5 - CONSIGNMENT TERM 5.1 The “Consignment Term” begins on the date that the Property is Accepted into RC’s consignment program and terminates on the 365th day after that unless the Property is sold or the Agreement is terminated. 5.2 RC will not accept return requests, if the Consignor changes their mind about selling or no longer wishes to sell the item. Under no circumstances can RC return an item agreed for consignment. 5.3 RC will notify the Consignor via email if the Property is unsold at the end of the Consignment Term. The Consignor will have the option to (1) have the Property returned at RC’s sole expense (in the UK only) or (2) forfeit the Property to RC to responsibly dispose of the item. If, after using commercially reasonable efforts, RC cannot contact the Consignor within 60 days of the expiration of the Consignment Term, the Consignor agrees to forfeit the Property to RC. 6 - SALE PROCESS 6.1 In accordance with this Agreement, RC will make the Property available for sale via online channels and marketplaces and will make commercially reasonable efforts to sell the Property. 6.2 RC, in its sole discretion, will determine the Final Selling Price for each item of Property based upon its evaluation of the item's condition, together with its determination of the current market price for that item. 6.3 RC is entitled to increase or decrease the selling price. RC can decrease the selling price by up to 20% without notifying the seller beforehand. If the item sells for a price within the 20% threshold, then the Consignor will be notified by email and the fee schedule will remain the same. If the selling price needs to be reduced by more than 20%, a revised Predicted Payout will be sent to the Consignor via email. The Consignor must accept or decline the revised Predicted Payout within 7 days. If the Consignor chooses to decline the Predicted Payout revision and the discrepancy between the revised value and original value is greater than 35%, the Property will be returned at RC’s sole expense. If the Predicted Payout is declined and it is within the 35% threshold of the initial Predicted Payout, then the Consignor will be liable to pay £35, inclusive of return shipping costs (within the UK only). The item will be returned via standard mail once payment has been made. If, after using commercially reasonable efforts, RC cannot contact the Consignor within 60 days of the above email communication, the Consignor agrees to forfeit the Property to RC. 6.4 RC may use the Property for marketing purposes, at its discretion. 7 - SALE OF PROPERTY; TITLE. 7.1 RC complies with government laws regarding sales and returns periods. This will not affect the Payout the Consignor should expect to receive. Consignors are not required to wait for the Returns Period to expire to receive their Payout for Sold Items. 7.2 RC Accepts Property solely on a consignment basis. The Consignor will retain title to the Property until the Property is Sold. The Property is considered “Sold” when: (a) It is sold by RC to a customer regardless of RC’s return period; or (b) It is lost, stolen, damaged, or destroyed while in RC’s physical possession. 8 - PAYOUT STRUCTURE AND PAYMENT 8.1 RC will pay the Consignor a Payout on each item of Property that is Sold (the “Payout”). The Payout shall be equal to the item’s Final Selling Price less applicable RC Service Fees, other fees, taxes and shipping costs. The Payouts you receive for your Property Sales are the sole compensation you will receive under this Agreement. Any discounts applied to the sale of the consigned items will affect the Payout on both parties. RC Service Fees (unless otherwise agreed in writing): 25% + £15 Cleaning Fee + £1 Payment Processing fee. 8.2 Your payment from RC for the Sale of all your Property will be initiated once the item has been sold. It may take up to 14 Days from the date of sale to receive your payment. 8.3 Payment will be made automatically to the bank account details you have provided to us during the Submission process. It is the Consignor’s responsibility to ensure accurate payment information was provided along with the Submission. To update payment information, the Consignor must contact RC. 8.4 RC begins processing Payouts at the end of every business day. Payments will be made in British Pounds Sterling (GBP) by direct deposit. 8.5 Payment processing services for consignors on RC are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement, the Consignor is bound by the Stripe Services Agreement. 8.6 If there is a dispute between the Consignor and RC under this Agreement, RC shall not pay any Payout or other amounts due, including, without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. RC may withhold any Payout due (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts owed to RC. 9 - PRODUCTS PURCHASED BY RC 9.1 At the sole discretion of RC, select items of Property could receive a “Direct Purchase Offer” via email. If this offer is accepted, the Property will be purchased by RC and not handled through consignment basis (“Direct Purchase”). The benefit to the Consignor of the Direct Purchase is that they will not have to wait for the sale of the Property to receive payment. The payment for a Direct Purchase is issued on the earliest available payment date. 9.2 Once the Direct Purchase offer is accepted, the Property must be sent using the prepaid shipping label. Once the Property arrives and is authenticated, the product is considered a Sold Product and payment will be processed. It may take up to 14 days to receive payment. 9.4 Payments will be made in British Pounds Sterling (GBP) by direct deposit. 10 - NO ASSIGNMENT 10.1 The Consignor may not assign this Agreement or any interest in this Agreement without RC’s written consent. Any prohibited assignment is null and void. 11 - DISCLAIMER AND LIMITATION OF LIABILITY 11.1 Your use of RC's services is solely at your own risk. RC's services are provided "as is" and "as available," without any express or implied warranties. RC does not guarantee that its services will meet your specific requirements, be uninterrupted, secure, or error-free. No information from RC, its website, or services creates any warranty. 11.2 RC, its subsidiaries, affiliates, officers, employees, agents, partners, and licensors are not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, data, or other intangible losses, resulting from the use of RC's services, unauthorised access, activities under this agreement, or any other matter related to RC's services or this agreement. 11.3 RC's liability under this agreement will not exceed the amount received from selling your property according to this agreement. 11.4 The disclaimers and limitations mentioned above are fundamental to RC's business and are essential to this agreement. 11.5 It is advisable for consignors to seek advice from professionals regarding this agreement's terms and the evaluation of any specific opinions, advice, products, services, or content. 12 - REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION 12.1 Consignors confirm sole ownership of the property, free from encumbrances, and the right to consign it. They also assert that the property is not counterfeit and does not infringe upon any intellectual property rights under UK law. 12.2 The Consignor indemnifies and protects RC from all damages, lawsuits, costs (including attorney fees), resulting from RC's display or sale of the Property, including authenticity disputes, ownership issues, legality of sales, or trademark infringement. 12.3 This Agreement, its breach, and all related claims are governed by United Kingdom law, without considering conflict of law principles. 13 - ENTIRE AGREEMENT This Agreement sets forth the final, complete, and exclusive agreement between the Consignor and RC regarding its subject matter and terminates and supersedes all prior understanding or agreements on such subject matter. This Agreement may only be modified by a written agreement between the Consignor and RC. 14 - NO IMPLIED WAIVER Any failure by the Consignor or RC to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement. 15 - SEVERABILITY If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable. 16 - SURVIVAL AFTER AGREEMENT The indemnities, representations, warranties and agreements between the Consignor and RC contained in this Agreement shall survive the Consignment Term, sale process, payment of funds, expiration and termination of this agreement and shall remain in full force and effect. 17 - HEADINGS Headings in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 18 - NOTICES 18.1 For questions or comments about this Agreement, the Website, or RC’s services, or to terminate this Agreement, please contact RC by email. 18.2 RC shall provide all notices to the email supplied in the Consignor Account. 18.3 The Consignor agrees that all agreements, notices, disclosures, and other communications that RC provides electronically to you satisfy any legal requirement that such communications must be in writing. 19 - DISPUTE RESOLUTION 19.1 Both the Consignor and RC will attempt to resolve any disputes informally within 60 days, except for disputes related to representations, warranties, and indemnity obligations outlined earlier. If unresolved, either party can initiate binding arbitration as described in Section 19.2. 19.2 Disputes not resolved informally will be subject to binding arbitration on an individual basis, following the rules of the London Chamber of Arbitration and Mediation or another agreed-upon provider. Each party bears its own arbitration and hearing costs, including attorney fees. The arbitrator's decision may be entered as a court judgement. If an offer of settlement is rejected and the offering party prevails, they can recover their reasonable attorney fees. 19.3 This arbitration agreement doesn't apply to claims filed individually in the County Court Money Claims Centre. Arbitration is strictly on an individual basis, and class actions or representative claims are not permitted. The arbitrator's authority is limited to claims between the Consignor and RC. 19.4 By entering into this arbitration agreement, the Consignor waives the right to a jury trial for claims subject to arbitration and can only bring claims in their individual capacity. Other rights, such as discovery or the right to appeal, may be limited or nonexistent. 20 - INTELLECTUAL PROPERTY RIGHTS 20.1 RC is the sole owner of all the rights and contents of the Website and of the RC Services provided on the Website. The Website and the RC Services represent trade secrets and other intellectual property rights globally protected by copyright and by the applicable relevant laws. All ownership and intellectual property rights of the Website and the RC Services are and shall be of exclusive property of RC. 20.2 The name, the logo, and all connected icons and logos and trademarks or registered trademarks are trademarks owned by RC. Any unauthorised copy, change, use or publication of such trademarks is strictly forbidden. 21 - DATA COLLECTION, PROCESSING & SHARING 21.1 RC may collect and process personal data and information from Consignors in accordance with the Privacy Policy accessible through the Website. RC may also share such data with trusted processing partners as necessary to fulfil the services provided under this agreement. 21.2 RC has implemented reasonable security measures designed to protect the confidentiality, integrity, and availability of personal data and information stored in its systems. RC and its processing partners shall take appropriate measures to ensure the security and privacy of such data, including but not limited to encryption, access controls, and regular security assessments. 21.3 Consignors are responsible for maintaining the confidentiality of their account login and password, and for restricting access to their account. They agree to accept responsibility for all activities that occur under their account. Consignors also acknowledge that RC may share certain personal data with processing partners for the purpose of providing the contracted services, subject to the same level of data protection as outlined in this agreement and in compliance with applicable data protection laws. RC shall inform Consignors of the identity of processing partners involved in data processing upon request. 22 - TERMINATION 22.1 RC may terminate this Agreement at any time for any reason upon written notice to the Consignor. 22.2 Upon termination, RC will return or dispose of the Property in accordance with the terms outlined in this Agreement, and will make any outstanding Payouts to the Consignor for Sold Products. 22.3 Any provisions of this Agreement that by their nature should survive termination shall continue in full force and effect after termination. 23 - FORCE MAJEURE 23.1 RC shall not be liable for any failure to perform its obligations under this Agreement if such failure is the result of circumstances beyond its control, including, but not limited to, acts of God, war, strikes, floods, governmental restrictions, or any other cause beyond its reasonable control. 24 - AMENDMENTS 24.1 RC might, in its sole discretion, amend the Agreement at any time by publishing the amended version of the Agreement on the Website. In the event amendments are made, RC will provide the Consignor with 14 days’ notice via email. The revised Agreement will not apply to items accepted prior to the effective date of those amendments. The use of RC Services and Website by the Consignor after the amendment will be deemed as acceptance of the changes. 24.2 Consignors shall not make, and are not entitled to make, any change to this Agreement. 25 - SHILL BIDDING 25.1 Shill Bidding (an attempt to artificially inflate the value or Final Sale Price) is strictly prohibited. In the event Shill Bidding activities are discovered, the Property will be delisted and the Consignor will be liable to pay £35 for each item of property, inclusive of return shipping costs (within the UK only)