LOOP TERMS AND CONDITIONS

This document (“Agreement”) sets out the terms that apply to the Partner’s use of the mobile software application (the “App”) or the website (together with the App, collectively the “Services”) offered by LOOP Digital Wardrobe Ltd.

1. ABOUT US
1.1. We are LOOP Digital Wardrobe Ltd, a company incorporated in England and Wales (Company No. 13472763 and VAT No. 385597632) whose registered address is Quadrant House 4 Thomas More Square, London, UK (“LOOP”, “we”, “us” or “our”).

1.2. We are an online marketplace and intermediary for sustainable fashion. We offer commercial sustainability solutions for the fashion industry, including, inter alia, stock exits, takeback programs, re-commerce, recycling and upcycling, with the purpose of making a positive impact on the planet and on business performance.

2. OVERVIEW
2.1. This Agreement define the relationship between LOOP and brand Partners, charity Partners, upcycling Partners, Influencers and other Partners (“Partners”, “you”, “your”).

2.2. Please read this Agreement and our Privacy Policy carefully before signing in or registering with the Services. If you have any questions, please contact us at [email protected]

2.3. We may change this Agreement from time to time so please check our App or our website at https://loopdigitalwardrobe.com/from time to time for any updates to them to ensure that you are happy with any changes. We will actively notify you in case we make any material changes to the Agreement.

2.4. Your continued use of any part of the Services following any update to these Terms of Use will constitute confirmation that you have been notified of those changes and you are happy with them.

3. DEFINITIONS AND INTERPRETATION.

3.1. “Applicable Laws” means all national, supranational, foreign or local laws (including case law), legislation, European regulations, statutes, statutory instruments, rules, regulations, edicts, by-laws or directions or guidance from government or governmental agencies including any rules, regulations, guidelines or other requirements of relevant regulatory authorities which have the force of law together with any industry codes of practice in effect from time to time.

3.2. “Business Days” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

3.3. ”Charity” means a charity registered in the UK or Ireland that signs up to LOOP to receive funds from LOOP Users through different donation models available on LOOP;

3.4. ”Content Material” means any product description, text, images, videos and any other information related to Partner’s Items or otherwise added to or displayed in LOOP, including pictures, pictures description, Item description, Logos and other Intellectual Property Rights related material.

3.5. “Contract Year” means the period of twelve months from the Effective Date and each consecutive period of twelve months thereafter under this Agreement.

3.6. “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in Europe, UK and any country as relevant, including but not limited to, the GDPR, the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011 (SI 2011/1208), the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2015 (SI 2015/355) and the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2016 (SI 2016/524).

3.7. “Effective Date” means the day when this Agreement are entered into by the parties.

3.8. ”User” means an individual who has created an account on the Services pursuant to the LOOP User Terms and Conditions.

3.9. ”Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation: acts of God, flood, storm, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, breakdown of plant or machinery, fire, explosion or accident; any labour or trade dispute, difficulty or increased expense in obtaining workers, materials or transport, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and interruption or failure of utility service.

3.10. ”GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

3.11. ”Influencer” means the person who signs up to LOOP influencers program to benefit from the opportunities provided by LOOP in accordance to the established agreements.

3.12. ”Intellectual Property Rights” means any patent, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

3.13. ”Item” means goods or items whose sale is not forbidden by national applicable law or prohibited by LOOP and that are listed by the User in the Services, in order to sell, swap, upcycle, donate or otherwise use them. Only the Items specified by LOOP are Allowed Items for each feature offered by LOOP.

3.14. ”Joint Controller Arrangement” means the document set out by the parties in compliance with Article 26 GDPR and any equivalent provision in the UK GDPR and EDPB Guidelines 07/2020 on the concepts of controller and processor in the GDPR, which determines in a transparent manner the parties’ respective responsibility for compliance with the obligations under the GDPR and the UK GDPR, as attached in SCHEDULE I.

3.15. ”Logos” means each party official Logos or such other two-dimensional graphic representation as provided by LOOP to Partner or by Partner to LOOP from time to time.

3.16. ”Partner” means any business within or connected with sustainable fashion sector that can join LOOP Digital Wardrobe to offer their products or services to LOOP customers, such as brand Partners, charity Partners, upcycling Partners and other Partners.

3.17. ”Personal Data” has the meaning set out in the GDPR and the UK GDPR.

 

3.18. ”Retailer” means the retailer or brand Partner who signs up to LOOP and integrates LOOP Sustainability Plugin into their checkout page.

3.19. “UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

3.20. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

3.21. Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity.

3.22. The words “other”, “include”, “includes”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

3.23. References to any statute or statutory provision shall include: (i) any subordinate legislation made under it; (ii) any provision which it has modified or re-enacted (whether with or without modification); and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

3.24. Nothing in this Agreement shall be deemed, interpreted or construed as a partnership between the parties for the purposes of the Partnership Act 1890. Neither party shall have any right, power or authority to enter into any Agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other party.

4. SUBJECT OF THE AGREEMENT

4.1. Retailers.

4.1.1. Under this Agreement, LOOP will provide Retailers with the following services:

• Subscription;
• API Integration;
• Returns integration;
• Widget customization and design;
• Advertisement management system;
• Regular support;
• Data analysis;
• Real time statistics and reporting;
• LOOP Sustainability trust mark;
• Access to the website enabled within LOOP;
• Participation in affiliate programs;
• Marketplace commission;
• Post purchase communication system.

Specific terms concerning the provision of the services defined above may be defined in our website or agreed upon by the parties.

4.1.2. Retailers will integrate the LOOP landing page into their checkout page.

4.1.3. Retailers shall buy a yearly subscription plan upon termination of the 30 days free trial.

4.1.4. Retailers shall pay the applicable monthly subscription fee based on the chosen yearly subscription plan or as otherwise agreed upon by the parties, use the materials provided according to LOOP instructions (e.g. logo, plugin) and comply with the terms of this Agreement.

4.1.5. Any commissions owed by the Retailer to LOOP and/or by LOOP to the Retailer must be paid in accordance with Section 6 of this Agreement.
4.2. Charities.

4.2.1. Under this Agreement, LOOP will provide Charities with the following services:

• Subscription;
• Regular support;
• Data analysis;
• Real time statistics and reporting;
• LOOP Sustainability trust mark;
• Access to the website enabled within LOOP;
• Participation in affiliate programs.

Specific terms concerning the provision of the services defined above may be agreed upon by the parties.

4.3. Influencers.

4.3.1. Under this Agreement, LOOP will provide Influencers with the following services:

• Subscription;
• Data analysis;
• Real time statistics and reporting;
• LOOP Sustainability trust mark;
• Access to their website within LOOP;
• Participation in affiliate programs.

Specific terms concerning the provision of the services defined above may be agreed upon by the parties.

4.3.2. Influencers shall comply with the terms of this Agreement and any other terms agreed upon by the parties.

4.4. Upcycling Partners and other Partners.

4.4.1. Under this Agreement, LOOP will provide Partners with the following services:

• Subscription;
• Data analysis;
• Real time statistics and reporting;
• LOOP Sustainability trust mark;
• Access to their website within LOOP;
• Participation in affiliate programs;

Specific terms concerning the provision of the services defined above may be agreed upon by the parties.

4.4.2. Upcycling Partners and other Partners shall comply with the terms of this Agreement and any other terms agreed upon by the parties.

5. DURATION AND TERMINATION

5.1. Effective Date of this Agreement is the moment when the relevant Partner’s LOOP account is created. This Agreement shall come into force on the Effective Date and shall continue in force until separately agreed by the parties or until either party decides to terminate it.

5.2. Upon expiry or termination of the Agreement, the parties will work in good faith to evaluate the achieved results and may mutually agree in writing to extend the term of this Agreement for such period as the parties may agree in writing.

5.3. Once the free trial period has ended, yearly subscription plans cannot be cancelled prior to termination.

5.4. Without affecting any other right or remedy available to it, LOOP may terminate this Agreement with immediate effect by giving written notice to you if:

5.4.1. you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than (10) ten Business Days after being notified in writing to make such payment;

5.4.2. you commit a material breach of any material term of this Agreement and (if such breach is remediable) fail to remedy that breach within a period of (10) ten Business Days of being notified in writing to do so;

5.4.3. you repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement;

5.5. In case of termination of this Agreement for any of the reasons set out in 5.4.1 to 5.4.3 above, no fees shall be refunded or owed by LOOP to you.

5.6. Upon termination of this Agreement, the Partner will be denied access to the Services unless the subscription is extended.

5.6.1. Retailers.

5.6.1.1. The Retailer shall forthwith pay to LOOP any sums owed by the Retailer to LOOP under this Agreement;

The Retailer will no longer be deemed a Partner in LOOP for the purposes of this Agreement.
5.6.2. Charities.

5.6.2.1. The Charity shall forthwith pay to LOOP any sums owed by the Charity to LOOP under this Agreement.
5.6.2.2. The Charity will no longer be deemed a Partner in LOOP for the purposes of this Agreement.
5.6.3. Influencers.

5.6.3.1. The Influencer shall forthwith pay to LOOP any sums owed by the Influencer to LOOP under this Agreement.
5.6.3.2. The Influencer will no longer be deemed a Partner in LOOP for the purposes of this Agreement.
5.6.4. Upcycling Partners and other Partners.

5.6.4.1. The Partner shall forthwith pay to LOOP any sums owed by the Partner to LOOP under this Agreement;

5.6.4.2. The Partner will no longer be deemed a Partner in LOOP for the purposes of this Agreement and the following shall apply:

5.6.5. Any information related to any items sent to Charities and Partners by Users before the termination of this Agreement will still be available to the Users within the LOOP app while the relevant process or actions have not been completed.

5.6.6. Clause 9.8 shall apply.

6. COSTS, FEES AND COMMISSIONS

6.1. Set up costs may be part of the yearly subscription plan bought by the Partner, where applicable.

6.2. The monthly fees of the yearly subscription plan will automatically be charged using the card details provided at the moment of Account creation or as otherwise provided to LOOP for these purposes.

6.3. Each party shall be responsible for the payment and remittance of any and all taxes incurred or assessed on the fees and commissions received pursuant to this Agreement. Where VAT is applicable, the accounting and payment to HM Revenue & Customs of any VAT on any and all amounts payable to the parties under this Agreement shall be each party's sole responsibility.

6.4. If you fail to pay any amount or fee when due to LOOP pursuant to the terms hereof, you may be denied access to the service.

7. WARRANTIES

7.1. Each party warrants that:

7.1.1. this Agreement has been duly authorised, executed and delivered by each of them and constitutes the valid, legal and binding Agreement, enforceable in accordance with its terms;

7.1.2. it has all necessary rights, permissions, corporate power, capacity and authority to enter into and complete this Agreement;

7.1.3. this Agreement will not result in any breach of, or constitute default under, any other Agreement to which they are a party;

7.1.4. it has the qualifications, experience and facilities necessary to properly perform its obligations required under this Agreement in a thorough, competent and professional manner. Each party shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all obligations described herein. In meeting its obligations under this Agreement, each party shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of each party under this Agreement;

7.1.5. it is the legal owner or lawful licensee of the Logos, Content Material or any other material required for the performance of this Agreement and has the right to grant the other party a licence of the Logos and that each party's use of the Logos or any material required for the performance of this Agreement does not infringe any third-party rights (including third party Intellectual Property Rights).

7.2. LOOP warrants that the LOOP app will be operational and available a minimum of 99% of the time, excluding down-time due to third party related components and circumstances or planned updates and maintenance. LOOP will share with Partner availability reports upon request.

8. CONFIDENTIALITY

The parties shall, both during and after the term of this Agreement, keep confidential and not disclose to any third party this Agreement, any commercial or operational negotiations, Agreements or arrangements entered into between them or any Confidential Information relating to the business or operations of the other.

9. INTELLECTUAL PROPERTY

9.1. The parties warrant to each other that their Logos and Content Material do not and shall not infringe the Intellectual Property Rights of any third party.

9.2. Partner and LOOP may use each other’s Logos and Content Material for the purpose of fulfilling their obligations under this Agreement as set out in clause 4.

9.3. Partner and LOOP hereby grant to each other a non-exclusive, non-transferable, personal, revocable, limited licence to use each other’s Logos and Content Material during the duration of this Agreement for the sole purpose of complying with this Agreement. The parties acknowledge and agree that all rights in the Logos and Content Material shall remain with the party licensing the Logo or the Content Material to the other party. The parties shall not do, or omit to do, anything in its use of the Logos or the Content Material that could adversely affect their validity or reputation.

9.4. Subject to clauses 9.1 - 9.3 (inclusive), either Partner or LOOP shall have no rights in respect of the other party’s Logos, Content Material or of the goodwill associated with each party’s Logos or Content Material, or any other of each party's Intellectual Property Rights. The parties acknowledge that all rights, whether legal, beneficial or otherwise, and all goodwill in respect of the other party’s Logos or Content Material and any other of each party's Intellectual Property Rights are and shall remain vested in each party accordingly.

9.5. Each party shall promptly notify the other in writing if any claim or demand is made or action brought against it for infringement or alleged or suspected infringement of Intellectual Property which might affect their obligations under this Agreement.

9.6. Each party may not, in performing its obligations under this Agreement, knowingly infringe or misappropriate any Intellectual Property Rights of a third party, and will take reasonable actions to avoid infringement.

9.7. Each party will indemnify the other party (and each member of their group) against any claim, lawsuit, or other proceeding, loss, cost, liability, or expense (including court costs and reasonable fees of lawyers and other professionals) to the extent arising out of: (i) any third party claim about infringement of any Intellectual Property Rights of any third party or alleged infringement of any Intellectual Property Rights of any third party; or (ii) any third party claim arising out of the negligent acts or omissions by the infringing party or its employees, subcontractors, or agents in connection with or related to obligations or the infringing party’s performance under this Agreement.

9.8. Upon termination of this Agreement for any reason, each party will immediately stop using all or any part of the other party’s Logos, Content Material and Intellectual Property Rights, unless otherwise agreed in writing between the parties or as expressly permitted under this Agreement.

9.9. The parties agree that all Intellectual Property Rights in any improvements or modifications to the Logos, Content Material or to a party’s Intellectual Property Rights shall vest in the party that owned the Intellectual Property prior to the date of this Agreement or as at their creation.

10. DATA PROTECTION

10.1. The parties acknowledge that they are joint controllers of the User’s Personal Data processed for the fulfillment of this Agreement, pursuant to Article 26 GDPR and its equivalent provisions in the UK GDPR. The terms set out in the Joint Controller Arrangement incorporated to this Agreement as SCHEDULE I shall govern the data processing activities and the parties’ respective responsibilities with regard to User’s data.

10.2. The parties acknowledge that each of them will be the sole controller with regard to any preceding or subsequent data processing activities involving User’s Personal Data.

10.3. The parties acknowledge that each of them will be the sole controller of any Personal Data from the other party’s employees or points of contact that may be processed in connection with the performance of this Agreement.

10.4. Each party shall:

10.4.1. ensure that it complies with all applicable Data Protection Legislation when processing Personal Data (including the GDPR and the UK GDPR);

10.4.2. process Personal Data fairly and lawfully in accordance with all applicable Data Protection Legislation; and

10.4.3. ensure that it has in place appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data, and against accidental loss or destruction of, or damage to, the Personal Data.

11. NON-EXCLUSIVITY
This Agreement is non-exclusive and both LOOP and Partner expressly reserve the right to contract with other entities for the same or similar services.

12. LIABILITY TO USERS

12.1. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

12.2. Each party shall be solely responsible to Users for its own products and services.

12.3. Partner acknowledges that the services provided by LOOP under this Agreement are limited to those described in clause 4 of this Agreement unless otherwise agreed by the parties.

12.4. LOOP’s liability to Users in connection with this Agreement is limited to the provision to the Partner of the services described in clause 4 of this Agreement.

12.5. Each party shall be solely responsible for ensuring it complies with all relevant legal and statutory requirements including, but not limited to, compliance with all and any applicable health and safety legislation.

13. LIMITATION OF LIABILITY

13.1. The restrictions on liability in this clause 13 apply to every liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

13.2.1. death or personal injury caused by negligence;
13.2.2. fraud or fraudulent misrepresentation; or
13.2.3. any liability that cannot be excluded or restricted by law.

13.3. Subject to clause 13.2, LOOP shall not be liable to the Partner for any:

13.3.1. loss of profits;
13.3.2. loss of sales or business;
13.3.3. loss of Agreements, contracts, or business opportunity;
13.3.4. loss of anticipated savings;
13.3.5. loss of use or corruption of software, data, or information;
13.3.6. loss of or damage to goodwill; or
13.3.7. special, indirect, or consequential loss,

suffered by the Partner and arising under or in connection with this Agreement.

13.4. Subject to clause 13.2, LOOP’s total liability in aggregate under the Agreement in each Contract Year shall in no circumstances exceed the total amount paid by the Partner to LOOP under the yearly subscription plan where applicable and in the 12 months preceding the claim in the rest of cases.

13.5. Subject to clause 13.2, neither party shall be liable to any third party for any of each party’s legal or contractual obligations or responsibilities in relation to each party’s own products and services.

14. COMPLIANCE WITH LAWS AND REGULATIONS

14.1. Each party undertakes to comply with all Applicable Laws and regulations in connection with the performance of this Agreement.

14.2. The provisions of this clause 14 shall survive the expiry or termination of this Agreement for any reason howsoever arising.

14.3. Each party shall indemnify, defend and hold harmless the other party (and each member of their group and their respective joint venturers, successors, assigns, directors, officers, employees and agents) and shall keep each of them fully and effectively indemnified against any and all losses, imposed on, incurred by or asserted against the other party arising from any breach, non- observance or non- performance of this clause 14.

15. ANTI-BRIBERY

15.1. Each party undertakes that it:

15.1.1. has not committed an offence under Sections 1, 2, 6 or 7 of the Bribery Act 2010;

15.1.2. has not been formally notified that it is subject to an investigation relating to alleged bribery offences or prosecution under the Bribery Act 2010; and

15.1.3. is not aware of any circumstances that could give rise to an investigation relating to an alleged bribery offence or prosecution under the Bribery Act 2010.

15.2. Each party agrees that it:

15.2.1. Has in place and shall maintain throughout the term and until termination of this Agreement, adequate procedures designed to prevent persons associated with it (including an employee, sub-contractor or agent or other third party working on its behalf) from committing a bribery offence;

15.2.2. shall comply with the Bribery Act 2010 and shall not, and shall procure that no person associated with it shall commit any bribery offence or any act which would constitute a bribery offence;

15.2.3. shall not do or permit anything to be done which would cause the other party or any of the other party's employees, sub-contractors or agents to commit a bribery offence or incur any liability in relation to the Bribery Act; and

15.2.4. shall notify the other party immediately in writing if it becomes aware or has reason to believe that it has, or any of its associated persons have, breached or potentially breached any of its obligations under this Clause 15.  Such notice to set out full details of the circumstances concerning the breach or potential breach of the party's obligations.

16. NOTICES

16.1. Any notice given or made under this Agreement shall be in writing and in English and signed by or on behalf of the party giving it and shall be served by hand delivery or by sending it by first class post, prepaid recorded or special delivery post or prepaid international recorded airmail, or email.

16.2. Any notice to LOOP shall be sent to Quadrant House 4 Thomas More Square, London, UK or [email protected]

16.3. Any notice to Partner shall be sent to the physical or email address provided at the moment of Account creation.

17. ASSIGNMENT AND SUBCONTRACTING

17.1. Neither party shall assign or otherwise transfer this Agreement or any of its rights and duties under this Agreement without the other party’s prior written consent. Such consent shall not be unreasonably withheld or delayed by any of the parties.

17.2. Either party may sub-contract the performance of any of its duties. The parties shall be entitled, at its sole discretion, to replace such service providers from time to time without notice to the other party provided that it does not negatively impact the performance of this Agreement.

17.3. The rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of the parties and their respective successors and permitted assigns.
18. SURVIVORSHIP
The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

19. VARIATION
LOOP may vary, modify or amend this Agreement by giving you notice of the changes at least thirty (30) days before they become effective. If any provision of the Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected.
20. THIRD-PARTIES
Except where expressly stated otherwise in this Agreement, a person who is not a party to this Agreement has no rights (whether under the under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this Agreement.
21. WAIVER
No failure or delay on the part of either party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any other or further exercise of such tight or the exercise of any other right, power or privilege.
22. FORCE MAJEURE

22.1. While either party is unable to perform any obligation under this Agreement due to a Force Majeure Event, that party's failure to perform that obligation shall not constitute a breach or default under this Agreement; provided, however, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

22.1.1. notify the other party of the Force Majeure Event and its impact on performance under this Agreement; and

22.1.2. use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

23. ENTIRE AGREEMENT
This Agreement and the schedules incorporated herein constitute the entire Agreement and understanding between the parties with respect to the subject matter of the Agreement and supersedes any and all prior Agreements and understandings relating to the matters provided for herein.
24. APPLICABLE LAW AND DISPUTE RESOLUTION

24.1. This Agreement shall be governed and construed in all respects in accordance with the laws of England and Wales.

24.2. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to a binding arbitration in London, England, and resolved by a single arbitrator according to UNCITRAL arbitration rules.

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE I – JOINT CONTROLLER ARRANGEMENT (“Arrangement”)

This Arrangement lays down the distribution of responsibilities among the parties in connection with the parties being joint controllers for User’s personal data processed and shared between them under this Agreement.
1- Definitions
1.1. ”Controller”, “processor” “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” have the meaning as set out in the GDPR and any equivalent provisions under the UK GDPR.
1.2. ”Permitted Recipients” means the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement, and any professional advisors of either party.
1.3. ”Personal Data” means the personal data to be processed and shared between the parties under this Agreement. Personal Data may include to the following categories of information relevant to the following categories of data subjects:
a) Users:
• Purchase history;
• In-App User activities: data related to Resell/Swap/Donate/Upcycle;
• In-App User interaction;
• Trends.
2- Transparency duties
Each party shall be responsible for giving full information to the Users whose Personal Data may be processed under the Agreement, pursuant to Articles 13 and 14 GDPR and any equivalent provisions under the UK GDPR. Accordingly, each party shall:

a) be responsible for the creation and publication of their own privacy policies;
b) ensure that such privacy policies are written in clear and plain language and that provide sufficient information to the Users in order for them to understand what of their Personal Data is being shared between the parties, the circumstances in which it will be shared, the purposes for the data sharing and either the identity with whom the data is shared or a description of the type of organisation that will receive the Personal Data, as well as how data subjects can exercise their requests pursuant to the rights granted by the GDPR and the UK GDPR and
c) ensure it has all necessary notices in place to enable lawful disclosure or transfer of the Personal Data to the Permitted Recipients in connection with the Agreement.
3- Data subjects requests
Whereas data subjects may exercise the rights granted under the GDPR and the UK GDPR against any of the parties, each party shall be responsible for fulfilling the data subjects requests each party receives in connection with the Agreement.
4- General data protection principles.
Each party shall comply with the data protection principles as set out in Article 5 GDPR and any equivalent provisions in the UK GDPR. In particular, each party shall:

a) process Personal Data lawfully, fairly and in a transparent manner in relation to the Users;
b) collect Personal Data for specified, explicit and legitimate purposes and not further process it in a manner that is incompatible with those purposes;
c) process Personal Data in an adequate and relevant manner which shall be limited to what is necessary in relation to the purposes for which it is processed;
d) take any reasonable steps to ensure that Personal Data processed is accurate and kept up to date;
e) keep Personal Data in a form which permits identification of data subjects for no longer than is necessary for the performance of the Agreement;
f) process Personal Data in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.

5- Lawfulness of processing
5.1. Each party shall have a lawful basis pursuant to Article 6 GDPR and any equivalent provisions in the UK GDPR for processing Personal Data disclosed to the other party under the Agreement.
5.2. This Arrangement is made pursuant to Article 26 GDPR and any equivalent provisions in the UK GDPR. Nothing contained in this Arrangement shall be construed to represent a substitution for the obligation of the parties to rely on a lawful processing basis in compliance with Article 6 GDPR and any equivalent provisions under the UK GDPR.
6- Security measures
Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data including inter alia as appropriate:

a) the pseudonymisation and encryption of personal data;
b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident and
d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

7- Notification of a personal data breach to the supervisory authority and to the data subjects.
7.1. In the event of personal data breach affecting Personal Data under this Agreement, the party who first identifies the data breach or the party from whom the reason for the breach originates shall inform the other party without undue delay and not later than 24 hours after having become aware of it.
7.2. The parties will jointly determine on a case by case basis whether the breach shall be notified to the competent supervisory authority and/or the affected data subjects.
7.3. Should the breach be reportable, the parties will jointly determine on a case by case basis which party notifies the breach to the competent supervisory authority and/or the affected data subjects.
8- Use of data processors and sub-processors.
8.1. The parties are entitled to use data processors and/or sub-processors in connection with the Agreement.
8.2. If any data processors and/or sub-processors are used, each party is responsible for compliance with the requirements of Article 28 GDPR and any equivalent provisions in the UK GDPR. The party using processors and/or sub-processors shall, inter alia:
a) use only data processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the GDPR and the UK GDPR and ensure the protection of the Personal Data, rights and freedoms of the data subject and
b) ensure that a valid data processing Agreement has been made between the party as data controller and the data processor.

9- Transfers of data to third countries.
9.1. The parties may transfer Personal Data to third countries or international organisations where it is necessary for the performance of the Agreement.
9.2. At least one of the following safeguards shall be applied:
a) Standard Contractual Clauses adopted by the Commission or the ICO;
b) Binding Corporate Rules set out and approved in accordance with Article 47 GDPR and any equivalent provisions in the UK GDPR.
9.3. A transfer of personal data to a third country or an international organisation may take place without any of the safeguards above where the Commission or the ICO has decided that the third country ensures an adequate level of protection.
10- Organisation of contact with data subjects and supervisory authorities.
10.1. Either party may be contacted by the data subjects and supervisory authorities with regard to the provisions of this Arrangement. The parties will decide on a case by case basis how the matters for which they have been contacted shall be handled.
10.2. LOOP shall be contacted at Quadrant House Floor 6, 4 Thomas More Square, London, E1W 1YW, England or [email protected]

10.3. Partner shall be contacted at the physical or email address provided at the moment of Account creation.