TERMS AND CONDITIONS OF USE


MAKE IT MINE ONLINE LIMITED

These Terms and Conditions of Use and all of the policies, documents and guidelines referred to herein, make up our terms and conditions (“Terms”). The Terms are a legally binding contract between you and Make It Mine Online Limited (“MIMO”, “ we”, “us”, “our”). Please read the Terms carefully.

MIMO’s services connect people around the world, both online and offline, to make, sell and buy bespoke jewellery. These Terms set out your rights and responsibilities when you use the services provided by MIMO, whether via our website or our mobile apps (“Site”), including browsing our website and/or looking at our mobile apps (collectively the “Services”).

If you wish to use any of our Services, you must accept and agree to these Terms without change. If you do not accept and agree with these Terms, you may not use our Services. By pressing the “accept” button during registration of your account, you acknowledge that you have read and understood and agree to all of the terms and conditions in these Terms.

By using the Services, you agree and acknowledge that you can lawfully enter into and form contracts under the laws of England and Wales, and that you are acting on your own behalf and not for the benefit of any other person. These Terms do not create any agency, partnership, joint venture, employment or franchise relationship between you and MIMO.

These terms are divided into 3 sections:

Part A: General Rules and Conditions. These apply to all users of our Site and the Services.

Part B: Rules for Buyers. These apply to you if you subscribe to or otherwise use our Services to browse or shop, whether or not you actually accept any proposals or buy any goods or services via our Services.

Part C: Rules for Makers. These apply to you if you advertise or sell goods or services through our Services or register as a manufacturer or seller of jewellery with us.

PART A

GENERAL RULES AND CONDITIONS

1. Data Protection and Privacy

Our Privacy Policy details how your information is used when you use our Services. It forms part of the Terms. Please read it here [link].

By using the Services and the Site, you consent to the collection and use of your personal data by MIMO in the manner set out in the Privacy Policy. Any changes to our Privacy Policy will be posted on the Privacy Policy page, so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. Please check the Privacy Policy page frequently for changes.

2. Your Account with MIMO – Eligibility and Registration

You will need to create an account with MIMO to use our Services. When creating your account, please follow the rules set out in this clause.

Age. You must be 18 years or older to use our Services. If you are younger than 18 years, you may only use our Services under the supervision of your parent or legal guardian.

Username. You may not choose an offensive, rude or vulgar username, or a name that infringes a third party’s intellectual property rights.

Password. You are solely responsible for protecting your password and keeping it secure. You are solely responsible for any use of, or action taken under, your password. You may not disclose your password to any third party (other than a third party authorised by you to use your account).

Honesty. You must provide accurate, honest information about yourself when setting up your account, including your real name, address, phone number, email address and a valid credit or debit card. You may not impersonate another person. You warrant to MIMO that the information you provide during the registration process (and any notification of change of such information) is true and correct.

Changes. You must maintain your account information and keep it updated. If any of your account information changes, you are obliged to update your account immediately.

Sole responsibility. You are solely responsible for all activity on your account. Your account is not transferable. If you are registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business or relevant corporate entity.

MIMO’s rights. MIMO reserves the right to reject any registration and to refuse the Services to any person for any reason, in its sole and absolute direction. If you provide false or incorrect registration information or do not notify MIMO of any change to your registration information immediately, MIMO reserves the right to terminate your account immediately and without notice to you.

3. Your Content

Content that you post using our Services, including usernames, business names, profile pictures, listing photos, listing descriptions, ratings, reviews, comments and videos, is your content (“Your Content”). We do not claim any ownership to Your Content.

Responsibility for Your Content. You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you are not infringing or violating any third party’s rights by posting it.

Rights you grant to MIMO. By posting Your Content through our Services, you grant MIMO permission to use it. You grant MIMO a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, publish, edit, modify, reproduce, distribute, store and prepare derivative works of Your Content, to provide the Services and to promote MIMO, your MIMO page, or the Services in general, in any formats and through any channels, including across any MIMO Services or third-party website or advertising medium. You grant MIMO the right to exercise all copyright, database rights and rights of publicity over Your Content (excluding any of your trademarks), in any existing or future media, known or unknown, now or at any later date.

Inappropriate, false or misleading content. You agree that you will not post any content that is abusive, threatening, harassing, defamatory, obscene, vulgar or otherwise offensive or in violation of any of our Terms. You also agree not to post any content that is false, deceptive or misleading or use the Services in a manner that is fraudulent or deceptive. You agree that you will not post any content in violation of a third party’s privacy or intellectual property rights.

Reporting unauthorised content. If we receive proper notice that Your Content infringes another person’s intellectual property rights, we will remove it. We will notify you if that happens. If content that you own or have rights to has been posted to the Services without your permission, and you want it removed, please notify us.

4. Your use of our Services

License to use our Services. We grant you a limited, non-exclusive, non-transferable and revocable license to make personal use of our Services, subject to these Terms and in particular the restrictions set out in this clause.

Resale and use. This license expressly excludes, without limitation, any resale or commercial use of the Site and the Services. You may not modify, distribute, copy, republish or make any derivative of the Site or the Services. Data mining and data extraction from the Site is strictly prohibited.

Unlawful acts. You agree that you will not use our Services to break any law, nor will you violate or contravene any laws in connection with your use of the Services. This includes any local, national and international laws that may apply to you. You may not permit or assist any other person to use our Services to violate or contravene any laws. You may not commit fraud, theft or any other crimes against MIMO, another user of the Services, or any third party by using the Site or the Services. You agree not to steal, “crawl”, “scrape”, or “spider” any page of the Services or to reverse engineer or attempt to obtain the source code of the Services.

Interference and disruption. You agree not to interfere with, harm or try to disrupt our Services, including, without limitation, by distributing a virus or other harmful computer code.

Intellectual Property Rights. MIMO reserves all right, title and interest in its 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 Services. The name “MIMO” and the other MIMO marks, phrases, logos and designs that we use in connection with our Services are trademarks, service marks or trade dress of MIMO in the UK and other countries. You may not use our trademarks without our prior, express, written permission. Any goodwill accruing out of the use of MIMO’s trade marks, trade and business names and service marks under these Terms will vest in MIMO.

Payments. You are responsible for paying all fees and monies that you owe to MIMO or as a result of using the Services. You are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services.

Sharing your ideas. We welcome your ideas and suggestions, as they can help us improve our Services. Any unsolicited ideas or other materials you submit to MIMO (not including Your Content or items you sell through our Services) are considered non-confidential and non-proprietary to you.

Interference with Makers. You may not intentionally interfere with any Maker’s page in order to drive away their business. Such interference would include contacting another user to warn them away from a particular user, Maker, page or item; posting in public areas to demonstrate or discuss a dispute with another user or a Maker; or purchasing from a Maker for the sole purpose of leaving a negative review.

Harassment. You may not harass other users via our Services, or using the Site.

MIMO’s role. MIMO is neither the buyer nor the seller of the Maker’s goods or services, nor an auctioneer or agent of any Maker. The contract formed at the completion of a transaction using the Services is solely between the Buyer and the Maker. The enforcement of any contractual obligations arising out of the completion of a transaction using the Services is the responsibility of the Buyer and the Maker that are a party to that transaction. MIMO is not obliged to enforce or execute any such contract.

Reservation of rights. MIMO reserves the right to, if it considers it appropriate, immediately prevent or restrict any user’s access to the Site or the Services or take any other action to remove objectionable material, feedback, ratings, inaccurate listings, unlawful items or items prohibited for listing on the Site under these Terms.

5. Termination

Termination of account by you. You may terminate your account with MIMO at any time from your account settings, provided that you settle all outstanding amounts owing.

Termination of account by MIMO. MIMO may, in its sole and absolute discretion, terminate or suspend your account (and any related accounts) and your access to the Services at any time, immediately and without notice, for any breach of these Terms. If we do so, you agree that you do not have a contractual or legal right to continue to use our Services.

Information. If you or MIMO terminate your account, you may lose any information associated with your account, including Your Content. You release us from all liability in relation to any such loss.

Termination of Services by MIMO. MIMO reserves the right to change, suspend or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to, or suspension or discontinuation of, the Services may have on you, including your income or your ability to generate revenue through the Services or the Site.

Survival. The Terms will remain in effect even after your access to the Services is terminated, or your use of the Services ends.

6. Warranties and Limitation of Liability

Content you access. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. MIMO is not responsible for the accuracy, copyright compliance, legality or decency of content posted by users that you may access through the Services. You release us from all liability relating to that content.

People you interact with. You can use the Services to interact with other individuals, either online or in person. However, you acknowledge and agree that we do not screen users of our Services, and you release us from all liability relating to your interactions with other users, whether online or in person.

Third party services. Our Services may contain links to third-party websites or services that we do not own or control (for example, links to Facebook, Twitter and Pinterest). You may also need to use a third party’s product or service in order to use some of our Services (for example a compatible mobile device to use our mobile apps). When you access these third-party services, products or websites, you do so at your own risk. The third parties may require you to accept their own terms of use. MIMO is not a party to those agreements; they are solely between you and the third party concerned.

Warranties. Our Services are provided “as is” and without any kind of warranty, either express or implied. MIMO makes no warranties or representations of any kind, either express or implied, and MIMO expressly disclaims all warranties (to the full extent permissible under applicable law), including without limitation:

(a) the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose;

(b) any warranties implied by a course of performance, course of dealing or usage of trade;

(c) any warranties that the Site or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error;

(d) any warranties that the information, content, materials or products included on the Site will be as represented by Makers, available for sale at the time of listing, lawful to sell, or that Makers or Buyers will perform as promised; and

(e) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of MIMO.

Guarantees. We do not guarantee that the Services will be secure or available at any particular time or location. We do not guarantee that any defects or errors in the Services will be corrected, although we will use all reasonable endeavours to do so. We do not guarantee that the Services will be free of viruses or other harmful materials. We do not guarantee that the results of using the Services will meet your expectations. You use the Services solely at your own risk.

Liability limits. To the fullest extent permitted by law, neither MIMO, nor our employees or directors shall be liable to you (whether in contract, tort or otherwise) for any lost profits or revenues, or for any damages of any kind (including without limitation direct, indirect, incidental, punitive, special and consequential damages) arising out of or in connection with the Site, the Services, these Terms or the inability to use the Services. Notwithstanding the aforegoing, MIMO does not exclude any liability for death or personal injury to the extent only that it arises as a result of the negligence of MIMO, or its employees or directors.

7. Indemnification

Indemnity. If any legal action is taken against MIMO as a result of your use of the Site or the Services, you agree to defend and indemnify us (including our employees and directors) and hold us harmless from any legal claim or demand (including reasonable legal fees) that arise from your actions, your use (or misuse) of our Services, your breach of the Terms or your account’s infringement of someone else’s rights.

Legal defense. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, and you agree to cooperate with us in this regard.

8. Disputes with other users

Resolution of disputes. Any dispute between you and another user of MIMO’s Services, or a third party, must be resolved exclusively between you and that user or third party. MIMO has no obligation to resolve any disputes.

Release of MIMO. You release MIMO (and its employees, directors, representatives and agents) from any claims, demands and damages (actual and consequential) of every kind and nature, arising out of or in any way connected with any dispute with other users or third parties or between any Buyer and Maker.

9. Variations to the Terms

Variation. These Terms may only be amended or modified in writing (which may be represented electronically) and only in the manner set out in this clause. MIMO reserves the right to update, amend and vary any of the terms and conditions contained in these Terms or any policies or guidelines governing the Site or the Services from time to time, and at any time in its sole and absolute discretion.

Notice. You will be notified of any variation by posting the variation on the Site. Any variation shall become be effective upon the posting of the variation on the Site. Any notice of variation to these Terms will be posted on the Site for 30 days. You are responsible for reviewing the notice and any applicable changes or variations. Changes to referenced policies and guidelines may be posted without notice to you.

Acceptance. You may decide whether you wish to continue using the Services following a variation of any of these Terms. Your continued use of the Site and the Services following the posting of any variation will constitute your acceptance of such variation and the updated and amended Terms. If you do not agree to any changes to these Terms, then your only remedy is to cease use of the Services and/or the Site.

10. Notices

Notices to you. Notices can be sent to you at the email address you provided to MIMO upon registration or posted on the Site.

Notices to MIMO. You may send notices to MIMO as follows:

Make It Mine Online Limited

Ground Floor

White Bear Yard

144a Clerkenwell Road

London

EC1R 5DF

Or by email to: [ ]

11. Miscellaneous

Entire Agreement. These Terms, together with all terms, policies, conditions, guidelines and other information on the Site concerning the Site and/or the Services, constitute the entire agreement between you and MIMO with respect to the subject matter hereof and supersede and cancel any other agreements, discussions, correspondence, negotiations, promises, assurances, warranties, representations, arrangements and understandings between you and MIMO regarding the Services. You agree and acknowledge that you may not rely on, and shall receive no remedies in respect of, any statement, representation, promise, assurance or warranty (whether made innocently or negligently), that is not set out in these Terms. Nothing in this section shall limit or exclude any liability for fraud.

Severability. If any provision of these Terms is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision shall not affect the validity and enforceability of the remainder of these Terms, which shall remain in full force and effect.

Waiver. Any failure or delay by MIMO to enforce the strict performance of any provision of these Terms, or to exercise any right or remedy provided under these Terms or by law, shall not constitute a waiver of the right to subsequently enforce such provision or any other provision of these Terms, or to exercise any other right or remedy under these Terms, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Assignment. We may assign any of our rights and obligations under the Terms.

Third party rights. Except as expressly provided in these Terms, no person other than you and MIMO shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms. Nothing expressed or mentioned in, or implied from, these Terms is intended or shall be construed to give any person other than you and MIMO any legal or equitable right, remedy or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of MIMO and you.

Rights and remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

Governing Law. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or the use of the Services shall be governed by and construed in accordance with the laws of England and Wales. These laws will apply no matter where in the world you are.

Jurisdiction. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or the use of the Services.

12. Contact Information

If you have any questions about the Terms, please email us at: [ ]

PART B

RULES FOR BUYERS

Part B: Rules for Buyers applies to you if you register with MIMO or otherwise use our Services to browse or shop, whether or not you actually accept any proposals or buy any goods or services via our Services.

1. About Makers

If you accept a proposal or buy any goods or services via our Services, you are not buying directly from MIMO. You are buying from a Maker.

MIMO does not pre-screen Makers and therefore does not guarantee or endorse any items sold on MIMO or content posted by Makers (such as photographs or language used in listings or on any Maker’s page or set out in any Maker’s policies).

Each Maker on MIMO accepts different payment methods and systems, and has their own processing times, shipping methods and policies.

2. Purchasing an item on MIMO

By making a purchase from a Maker on MIMO, you agree that you:

(a) have read the item description and Maker’s policies before making a purchase;

(b) have submitted appropriate and valid payment for the item(s) purchased; and

(c) have provided accurate shipping information to the Maker.

You understand that MIMO does not manufacture, store or inspect any of the items sold through our Services. We provide the venue; the items in our marketplace are produced and sold directly by independent sellers, so MIMO cannot and does not make any warranties about their quality, safety or even their legality. Any legal claim related to an item you purchase must be brought directly against the Maker of the item. You release MIMO from any claims related to items sold through our Services, including for defective items, misrepresentations by Makers or items that cause physical injury (including without limitation product liability claims).

A Buyer must pay via the Services for any item purchase 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 the order is processed and in accordance with the Maker’s policies. After the credit or debit charge is approved, and the Buyer’s order is confirmed to the Maker, the Maker is obliged to dispatch the item sold in accordance with these Terms. The Buyer will resolve any dispute directly with the Maker.

A Buyer must inspect any item purchased from a Maker immediately upon receipt to ensure that it accords with any description given by the Maker in the item’s listing or the Maker’s proposal (as the case may be), and to ensure that the product is safe.

3. Ratings and Reviews

A Buyer can leave a review about a Maker or an item purchased via our Services, including a one to five star rating and a photograph of your purchase, for 60 days after the item’s expected delivery date. Any review must reflect an honest, unbiased opinion, finding, belief or experience of the Buyer.

By leaving a review or photograph, you acknowledge that your review and/or photograph and profile information will be publicly available for viewing on the Site.

Reviews and photographs may not:

(a) contain private information;

(b) contain false information;

(c) contain obscene, racist, or harassing language or imagery;

(d) contain advertising or spam; or

(e) be about things outside the Maker’s control (for example a shipping carrier, MIMO or a third party).

Any attempt to manipulate a Maker with negative reviews (for example to force a Maker to provide additional items not originally agreed upon, or to force the Maker to provide an unwarranted refund) and/or any attempt to otherwise threaten, intimidate or bribe a Maker is strictly prohibited on MIMO.

By uploading a photograph to MIMO’s website or mobile app, you warrant that:

(a) you own the photograph or have the rights or permission to use the photograph; and

(b) you understand that MIMO has a license to use the photograph in accordance with the license set out in these Terms.

You agree to indemnify and hold harmless, MIMO and its employees, directors and representatives, against any claim or action brought by a third party, arising out of or in connection with any ratings or reviews left by you on the Site.

4. Problems with an order or returning an item

Each Maker has their own return and cancellation policy. Please refer to the Maker’s policies or contact the Maker:

(a) in the event of non-delivery of an item;

(b) if you receive an item which is not as described in the listing or proposal;

(c) if you wish to return an item for any other reason; or

(d) in the event that you wish to cancel a transaction.

5. Buyer’s Fees

Although MIMO does not currently charge Buyers any fees to use the Services and the Site, we reserve the right to do so in the future.

PART C

RULES FOR MAKERS

Part C: Rules for Makers applies to you if you advertise or sell goods or services through our Services or register as a manufacturer or seller of jewellery with us. Our Rules for Makers apply to you, whether or not you actually make or accept any proposals or sell any goods or services through our Services.

1. Taxes

The price of any goods or services sold using the Services must be displayed or quoted inclusive of any customs, import, export and excise duty, VAT and other taxes which may be applicable and a Maker may not charge or seek to charge the Buyer for any customs, import, export and excise duty, VAT or other taxes which are additional to the price displayed or quoted for any goods or services sold through the Services.

2. Prohibited Items

The following goods and services may not be listed on the Site or sold through the Services by any Maker:

(a) items that infringe on a third party’s copyright, patent, trademark, design right, database right, or other intellectual property or other proprietary right;

(b) items whose sale, distribution or offering for sale is prohibited by any applicable law;

(c) stolen goods; or

(d) offensive or obscene material or goods.

3. Termination

A Maker may terminate its participation in the Services at any time by giving notice to MIMO. MIMO may terminate a Maker’s participation in the Services at any time by giving notice to the Maker. Upon termination, all rights and obligations of the Maker and MIMO under these Terms shall 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 for goods or services listed by the Maker using the Services and to ensure payment of any fees payable to MIMO.

4. Ratings and Reviews

A Maker consents to the publication of, and authorises MIMO to publish, ratings and reviews, even if such ratings or reviews may be critical or defamatory of that Maker. You release MIMO from and waive all rights against MIMO in respect of any liability arising out of or in connection with the publication of any defamatory comments about you in such reviews.

5. Your obligations

It is your responsibility to obtain any permits or licenses that you require. You may not sell anything, using the Services, that violates any laws.

By listing an item on the Site, or by making a proposal to sell an item through the Services, you represent and warrant to prospective buyers that 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. You also represent and warrant that the listing or proposal is accurate, current and complete and is not misleading or otherwise deceptive.

You must disclose your payment methods and systems, processing times, shipping methods and policies on your MIMO page, for each listing and proposal.

6. Payments, returns and refunds

Each Maker agrees to accept and process returns, refunds and adjustments in accordance with these Terms.

The Maker will act in good faith to resolve any dispute with a Buyer.

The Maker will bear the risk of fraud or loss, including credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorised use of a third party’s credit card information).

Makers must dispatch items sold in accordance with the timescales and terms listed in the Maker’s policies or on their MIMO page. Makers must provide a full refund to any Buyer who remits payment, if the item cannot be shipped in accordance with the Maker’s timescales and terms.

7. Fees

By creating an account, listing an item for sale on the Site, and/or making a proposal to sell an item through the Services, you agree to pay the fees set out in the Fee Schedule, which is incorporated into these Terms by reference.

MIMO may, in its sole and absolute discretion, waive, reduce or reverse charges or fees for a specific transaction and/or for a specific Maker.

MIMO reserves the right to vary the Fee Schedule. The Fee Schedule in effect at the time of the order processing will govern the relevant transaction.

All fees are payable on demand (except for subscription fees which are due periodically without demand as set out in the Fee Schedule).

All fees listed in the Fee Schedule are exclusive of VAT, unless stated otherwise. The Maker fees are subject to VAT where applicable and will be paid by the Maker at the time of payment of the corresponding fees.

8. Procedures and Guidelines

You agree to abide by the procedures and guidelines contained on the Site relating to the sale of goods and services on the Site. These procedures and guidelines are incorporated by reference into, and form part of, these Terms.