Terms and conditions

TERMS AND CONDITIONS

• Your relationship with Vault Couture Ltd, unless otherwise expressly agreed in any particular contract and/or order, shall be governed by and subject to these terms and conditions (the "Terms"). Please read these Terms carefully before using the Services.

  These Terms represent a legally binding contract. By using our Services, you confirm that you accept these Terms and that you agree to comply with them. We may revise these Terms at any time by posting an updated version. Although we will endeavour to provide you with prior notice of any material changes to these Terms, you should visit this page (vaultcouture.com/web/terms-and-conditions) periodically to review the most current Terms, to ensure that you accept to continue to be bound by them. Your continued use of the Services after a change to these Terms constitutes your binding acceptance of these Terms.

1. Interpretation

• 1.1      The definitions in this clause apply to these Terms:
        Accessories: any shoes, hats, bags or other similar accessories, but excluding any items that are the subject of clause 2.3.
        Additional Services: any services that Vault Couture, in its absolute discretion, considers for any reason to fall outside of the Services.
        Client or you: a natural person and/or legal entity which has agreed to use the Services in accordance with these Terms.
        Garment: an item in relation to which Vault Couture has agreed to provide the Services in accordance with these Terms, including, but not limited to, furs, clothing and Accessories, but excluding any items that are the subject of clause 2.3.
        Item: means a Garment or any other item or accessory in relation to which Vault Couture has agreed to provide the Services under these Terms.
        Services: the Services mean, collectively, Vault Couture’s Website located at vaultcouture.com, virtual wardrobe, located at vaultcouture.com/vault, mobile application (if any), any other internet service, storage services and/or other Additional Services provided by Vault Couture and/or a third party provider, including but without limitation dry cleaning, delivery, minor alteration.
        Vault Couture, we or us: Vault Couture Limited, a company registered in England and Wales (company number 06982522) and having its registered office at 28 Broad Street, Wokingham, Berkshire, RG40 1AB.
        Website: the website controlled and/or owned by Vault Couture, with URL vaultcouture.com, that operates in relation to the Services and Additional Services, including any additional or replacement website which Vault Couture may operate from time to time in connection with the services referred to in these Terms.

  1.2      Headings do not affect the interpretation of these Terms.

  1.3      Writing or written includes e-mail.

2. The service

• 2.1      Unless we are prevented from so doing by a Force Majeure Event, we will provide Services which:
        2.1.1      conform in all material respects with their description on the Website and in these Terms;
        2.1.2      are carried out with reasonable care and skill;
        2.1.3      are fit for any purpose we state the Services are fit for;
        2.1.4      comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom.

  2.2      We will supply the Services or Additional Services to you from the date we receive payment of the first invoice in cleared monies in the bank account nominated in writing by us in relation to the Services or Additional Services in question and, where appropriate on setting up a direct debit in our favour for payment by monthly installments.

  2.3      We are not obliged to provide the Services or Additional Services (or any part of the Services or any part of the Additional Services) in relation to:
        2.3.1      fine jewelry;
        2.3.2      stolen goods or materials;
        2.3.3      hazardous or toxic materials or substances;
        2.3.4      perishable or biodegradable materials or substances, including but not limited to food and liquids, whether alcoholic or not;
        2.3.5      Items that are considered by us, in our sole and absolute discretion, to be dangerous, including but not limited to anything which might be considered or used as a weapon;
        2.3.6      goods or materials that are illegal to store or transport without a license, including but without limitation, any type of pharmaceutical product, cash or cash convertible, and any form of documentation;
        2.3.7      technological devices and accessories of any kind, including for the avoidance of doubt, chargers, cables, adapters etc;
        2.3.8      items that are considered by us, in our sole and absolute discretion, to be rare and highly valuable;
        2.3.9      any item that we consider, in our sole and absolute discretion, to be unsuitable or unhygienic for any reason; and/or
        2.3.10      any item to be delivered to or collected from an address that we deem, in our sole and absolute discretion, as being unsuitable for any reason.

  2.4      If you send any prohibited items to Vault Couture, then we, in our sole discretion, will either return these items to you at your sole cost or discard these items.

3. Customer obligations

• 3.1      You agree and warrant that:
        3.1.1      any information you provide is complete and accurate;
        3.1.2      you are the owner of the Items or you are authorised to deal with the Items as if you are the owner;
        3.1.3      you shall notify to us in writing of any Items that are of particularly high financial value, of sentimental value and/or require specialist storage, transportation or handling requirements prior to collection (any such arrangements shall require our prior agreement);
        3.1.4      you shall notify us in writing of any faults or damage to any Items prior to collection;
        3.1.5      you shall ensure that all pockets or compartments of each Garment, as may be appropriate, are empty prior to collection. We shall not be responsible for any items left in any pockets or compartments in any Garment or any items on or in any Garments that have not been brought to our attention prior to collection;
        3.1.6      you shall ensure that all Items are professionally cleaned. Items which have not been cleaned prior to Pick –up we shall arrange to be professionally cleaned prior to storage with us. Such cleaning shall be undertaken by reputable third-party specialists and the cost of this will be paid by you;
        3.1.7      you shall co-operate with us in relation to the provision of the Services, such co-operation to include but not be limited to, allowing enough space and time for our representatives to perform the Services or Additional Services at your premises, pack the Items, inspect the Items, photograph the Items and if necessary provide electricity and internet access;
        3.1.8      you shall provide us, our employees, agents, consultants, sub-contractors or representatives with access to your premises at your Home Address and any other facilities as may be reasonably required by us to perform the Services or Additional Services;      
        3.1.9      you shall promptly provide us with the Items and such other information and materials that we may require to provide you with the Services or Additional Services.
        3.1.10      you shall arrange adequate insurance cover for the goods submitted for removal transit and/or storage, against all insurable risks as our liability is limited under clause 10.3
        3.1.11      you shall pay for any cost involved in obtaining documents, permits, permissions, licences, customs documents necessary for the removal to be completed.
        3.1.12      you shall pay for any parking, meter suspension or associated charges incurred by us in carrying out the work.

  3.2      You will provide us with accurate delivery details and notify us in writing of those persons into whose custody we may consign any Items upon delivery. We shall not be liable if you or any Authorised Persons are not available to take delivery on your behalf. If you or any such Authorised Person is not available to take delivery or any delivery details are incomplete or inaccurate we shall not be obliged to take any action other than to return the Items to storage, at your cost, but any such further action that we at our own reasonable discretion do take will be deemed to be Additional Services in respect of which you will be liable to meet our charges.

  3.3      If our performance of our obligations under these Terms is prevented or delayed (1) by any act or omission by you, (2) by your failure to perform any obligation, (3) by us complying with your instructions and/or (4) as a result of information you have provided to us ("Customer Default"):
        3.3.1      we shall, without limiting our other rights under these Terms have the right to suspend performance of the Services or Additional Services in question until you remedy the Customer Default;
        3.3.2      we shall be entitled to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent that the Customer Default prevents or delays our performance of our obligations;
        3.3.3      we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations; and
        3.3.4      you will reimburse us on written demand for any reasonable costs or losses that we sustain or incur arising from the Customer Default.

4. YOUR ACCOUNT

• 4.1      You are responsible for your log-in credentials and for keeping your information accurate.

  4.2      You are responsible for any activity resulting from the use of your log-in credentials to access the Services.

  4.3      You represent and warrant that the information you provide to Vault Couture for the purposes of providing the Services and at all other times will be true, accurate, current, and complete.

  4.4      To use the Services, you will need to register an account. You will have log-in information, including a user name and password, in connection with your account. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. You will be responsible for all activity that occurs under your access credentials. You agree to use reasonable efforts to prevent unauthorized access to or use of the Services and to preserve the confidentiality of your username and password, and any device that you use to access the Services.

  4.5      You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Vault Couture by e-mail at info@vaultcouture.com. You will be solely responsible for the losses incurred by Vault Couture and others due to any unauthorized use of your account.

  4.6      We will use reasonable endeavours to supply and complete the Services or Additional Services on time but you accept that there may be delays for various reasons. In the case of such delays, and subject to clause 12, we will complete the Services or Additional Services as soon as reasonably possible. Time will not be of the essence for performance of the Services or Additional Services by us and we shall have no liability for failing to provide the Services or Additional Services or making a delivery by any date stipulated by you.

  4.7      We may have to suspend the Services or Additional Services for no more than five working days if we have to deal with technical problems (including any IT or internet problems or disruption), or to make improvements to the Service or Additional Services. Where it is reasonably practicable to do so we will let you know in advance where this occurs, unless the problem is urgent or an emergency.

5. INTELLECTUAL PROPERTY RIGHTS

• 5.1      The copyright, design right and all other intellectual property rights ("IPR") in any materials and other documents or items that we prepare or produce for you, including the content of our Website designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Vault Couture’s content in connection with the Services or Additional Services will belong to us absolutely.

  5.2      You shall indicate in writing to us those persons who are authorized to deal with or accept delivery of, the Items on your behalf (the "Authorised Persons"). Only those Authorised Persons will be permitted to deliver or collect the Items. Due to our security requirements, no persons are permitted access to the storage area on behalf of a Client.

  5.3      You agree that, at our request and at our expense, you will do all acts and execute all documents which may be necessary to confirm the title of Vault Couture to the IPR or to enable Vault Couture to protect, perfect, enforce or enjoy such IPR.

  5.4      You must use the Services in compliance with all privacy, data protection, intellectual property, and other applicable laws. In addition, you must comply with the following:
             (a) unless expressly permitted in these Terms, you agree not to copy, reproduce, distribute, license, sell, publish, display, perform, transmit, stream or broadcast any part of the Service without Vault Couture’s prior express written authorization.
             (b) you agree not to bypass, circumvent, damage or otherwise interfere with any security or other features of the Services designed to control the manner in which the Services are used or otherwise accessed or use the Services in a manner inconsistent with individual human usage.
             (c) You agree not to undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking or any adaptation of any aspect of the Services, including any Vault Couture content available on or through the Services.
             (d) You agree not to use, display, mirror, frame or utilize framing techniques to enclose the Services, including any Vault Couture content available on or through the Services, or any portion thereof, through any other application or Website.
             (e) You agree not to provide any false personal information to Vault Couture or create a false identify or impersonate another person or entity in any way.
             (f) You agree not to create a new account with Vault Couture, without Vault Couture’s prior express written consent, if Vault Couture has previously disabled an account of yours.
             (g) You agree not to restrict, discourage or inhibit any person from using the Services.
             (h) You agree not to gain unauthorized access to the Services, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services.
             (i) You agree not to post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or communications equipment and computers connected to the Services.
             (j) You agree not to interfere with or disrupt the Services, or networks or servers connected to the Services, or violate the regulations, policies or procedures of such networks or servers.
             (k) You agree not to use the Services to build a competitive product or service.
             (l) You agree not to assist or facilitate any persons in engaging in any of the activities described above.

  A breach of these restrictions may subject you to prosecution and damages, as well as liability for infringement of intellectual property rights.

6. PRICE AND PAYMENT

• 6.1      Upon accepting these Terms you shall pay for the Services or Additional Services in accordance with the pricing structure indicated on the Website.

  6.2      During the term of your usage of the Services, you must pay Vault Couture Fees. These Fees will be automatically applied to the credit card (including direct debit) on file with Vault Couture on a monthly basis and/or in advance for the whole period in accordance with the Services chosen, and you hereby authorise Vault Couture to charge these Fees on your credit card. You also must pay Vault Couture additional Fees in connection with each of your Additional Services. These additional Fees may vary based on the type Additional Services used by the Client and will be applied to the credit card on file with Vault Couture upon completion of each month. Vault Couture may increase the Fees in its sole discretion at the end of any calendar month after providing you with reasonable advance written notice.

  6.3      Unless otherwise stated, prices listed include VAT, which will be added at the current applicable rate.

  6.4      If you do not make any payment due to us by the due date for payment, we may charge interest to you on the overdue amount at the rate of 10% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.

  6.5      Without limiting any other remedies or rights that we may have, if you do not pay us on time, we reserve the right to cancel or suspend our performance of the Services or Additional Services.

  6.6      If any invoice remains unpaid for a period of more than one months from the due date for payment, we reserve the right to sell any Item belonging to you or under our control having given you at least 21 days’ written notice to your email address specified by you for your online account and to apply the proceeds of such sale against the balance of any amount that you owe us. You will indemnify us for and against any costs, claims or proceedings resulting from such sale. Any excess monies recovered shall be distributed to you.

  6.7      We shall be entitled to charge you for any out of pocket expenses, costs and expenses that are reasonably required for the provision of the Services or Additional Services, which expenses include, without limitation, expense relating to pick up and delivery and courier charges.

7. PICK UP AND DELIVERY OF GARMENTS

• 7.1      You authorise us to use a reputable courier company for all deliveries to and pick-ups from outside M25 or internationally, and all deliveries and pick-ups within London and the M25 will be by a personal representative of Vault Couture.

  7.2      We shall provide you with written notification as to which courier company we shall use to pick up and/or deliver the Items and direct you to their online terms and conditions of business and you, and the carriage of the Items in question, will be subject to those terms and conditions.

  7.3      Whilst we endeavour to use only reputable courier companies, we are not responsible for any delay, damage or loss (including, without limitation, any damage to, or loss of, any Item) arising as a result of any acts or omissions of the courier company or any inaccurate information provided by the courier company.

  7.4      If at the agreed time, place and date for delivery and/or pick up you or your Authorised Person is not present or available to take delivery or collection of the Items, we will not deliver and/or collect the Items but you will not be reimbursed for any expenses paid in relation to that pick up and/or delivery. You will have to re-arrange the pick up and/or delivery and pay any additional charges required.

8. CONFIDENTIALITY

• 8.1      Subject to clause 8.4 below, each party will treat as strictly confidential all information received or obtained that relate to:
        8.1.1      the provisions of these Terms; and
        8.1.2      the other party ("Confidential Information").

  8.2      Each party shall take reasonable measures to ensure such confidentiality.

  8.3      Neither party may disclose, use or permit the use of any Confidential Information for any purpose, whether commercial or non-commercial, other than for the purpose of performing its obligations under these Terms.

  8.4      Either party may disclose information that would otherwise be confidential if and to the extent that:
        8.4.1      it is required by the law of any relevant jurisdiction or by any securities exchange or regulatory or governmental body to which the party is subject;
        8.4.2      it is disclosed to the professional advisers, auditors and bankers of each party;
        8.4.3      it has come into the public domain through no fault of that party; or
        8.4.4      the other party has given prior written approval for the disclosure.

  8.5      The restrictions in this clause 8 will continue to apply after the Client has decided to stop using the Services.

9. DISCLAIMER OR WARRANTIES

• 9.1      You use the Services at your own risk. We make no warranties or guarantees.

  9.2      In this clause 9, "Released Parties" means Vault Couture and its affiliates, officers, employees, agents, partners, licensors, and successors.

  9.3      You expressly understand and agree that: your use of the services is at your sole risk, and the services is provided on an "as is" and "as available" basis, and the released parties expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement; the released parties make no warranty that (i) the services will meet your requirements, (ii) the services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the services will be accurate or reliable, or exceed any results promised or provided by any third party that helps to facilitate the services, (iv) any errors in the services will be corrected; and (v) any material that you download or otherwise access on or through the services is downloaded or accessed at your sole discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from downloading or accessing any such material.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

• 10.1      We are not liable for anything that happens to you that somehow may be connected to your use of the Services. If you use the Services in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for the Released Parties.

  10.2      You expressly understand and agree that the released parties will not be liable to you for any indirect, incidental, special, consequential, or exemplary damages, resulting from: (i) your use or inability to use the services; some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations in this section may not apply to you.

  10.3      To the fullest extent possible by law, the released parties’ maximum liability arising out of or in connection with the services or your use of vault couture content, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed £250 per item (or if lower, the actual value of the items) and subject to an overall aggregate limit of £10,000 in respect of all of the customer’s items.

  10.4      You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, resulting from your use or reliance on any Vault Couture content, or your breach of these Terms. We will provide notice to you promptly of any such claim, suit, or proceeding.

  10.5      This clause 9 will survive termination of the Terms.

11. INSURANCE

• 11.1      We strongly recommend for all your Items that you check the terms of any home or other insurance which you have in order to determine whether your Items are adequately insured whilst they are in our possession or in the possession of any courier company, dry cleaning service provider or any other relevant third party or while we are providing any Services or Additional Services in relation to them. We cannot advise you on the suitability of your insurance or any specific insurance products or insurers, but to assist you, we can provide you with contact details of insurance brokers who provide insurance to Vault Couture and who can discuss your insurance requirements (including any additional cover required) with you.

  11.2      We will maintain insurance in respect of any claims which you may have against us in the unlikely event of any loss of, or damage to, any Item. Please note that the insurance cover which we maintain will reflect the limitation on such claims contained in clause 10.3 above.

  11.3      Our liability to pay any claim brought by you for loss of, or damage caused to, an Item by us shall be subject to:
        11.3.1      you providing us with evidence that the Item in question is considered to be beyond repair; and
        11.3.2      approval to pay such claim having been received by us from our insurers.

  For the purposes of this clause, "beyond repair" means that a Item is so badly damaged that it cannot be worn or is not in a usable state.

12. EVENTS OUTSIDE OUR CONTROL

• 12.1      We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control ("Force Majeure Event").

  12.2      A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
        12.2.1      strikes, lock-outs or other industrial action;
        12.2.2      civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
        12.2.3      fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
        12.2.4      delays in or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
        12.2.5      delays in or impossibility of the use of public or private telecommunications networks.

  12.3      Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

13. TERMINATION

• 13.1      The term of your subscription to the Services will commence on the date on which you accept these Terms through the process described in these Terms. You may terminate these Terms by giving not less than 30 days’ written notice.  We may terminate your subscription at any time by giving you not less than 30 days’ written notice provided that:
        13.1.1      if we give notice of termination within 30 days of date on which you accept these Terms or any anniversary thereof and we have not provided any Services to you then we will reimburse you 100% of any applicable periodic charges; and
        13.1.2      if we give notice of termination within 30 days of date on which you accept these Terms or any anniversary thereof and we have already commenced providing any of the Services to you then we will reimburse you 50% of any applicable periodic charges.

  13.2      Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.

  13.3      Without limiting our other rights or remedies, we will have the right to suspend provision of any or all Services under these Terms if you fail to pay any amount due by the due date for payment.

  13.4      On termination, we will, by no later than 21 days after the date of termination of these Terms, arrange for any Items held by us to be returned to you, at your expense, unless these Terms are terminated by reason of a breach by us in which case we will bear the cost of returning the Items to you.

  13.5      Items will be returned to you only when all outstanding invoices from us to you have been paid in full.

  13.6      On termination of these Terms for any reason:
        13.6.1      you will immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, we will submit an invoice that will be payable by you immediately upon receipt;
        13.6.2      the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination will not be affected, including the right to claim damages in respect of any breach of these Terms;
        13.6.3      we shall agree with you a date by which all Garments and Items which are in our possession shall be returned to you; and
        13.6.4      clauses that are expressly or by implication intended to have effect after termination shall continue in full force and effect.

14. ASSIGNMENT

• 14.1      You are not entitled to assign or transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably.

15. NOTICES

• 15.1      All notices sent by you to us must be sent by email to Vault Couture at info@vaultcouture.com. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that the e-mail was sent to the specified e-mail address of the addressee.

16. GENERAL

• 16.1      If any court or competent authority decides that any provision of these Terms is invalid, unlawful or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by law.

  16.2      If we fail, at any time while these Terms is in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any provisions of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

  16.3      A person who is not party to these Terms shall not have any rights under or in connection with them under these Terms (Rights of Third Parties) Act 1999.

  16.4      These Terms and any document expressly referred to in it represents the entire agreement between you and Vault Couture in relation to the Services and any Additional Services and supersede any prior agreement, understanding or arrangement between you and Vault Couture.

  16.5      We each acknowledge that, in entering into These Terms, neither you nor Vault Couture has relied on any representation, undertaking or promise given by the other or which may be implied from anything said or written in negotiations prior to These Terms except as expressly stated in these Terms.

  16.6      Nothing in these Terms is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between you and Vault Couture, nor constitute either party the agent of the other party for any purpose. Neither party will have authority to act as agent for, or the authority to bind, the other party in any way.

  16.7      These Terms (including any non-contractual claims arising out of or in connection with them) shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts. We do not accept orders or instructions from addresses outside the UK.

Schedule 1

Pricing

1. Dismantle or assemble furniture of any kind
2. Disconnect, re-connect, dismantle or re-assemble appliances, fixtures, fitting or equipment.

1. Less than 5 working days before scheduled start a sum representing 50% of the charges, or
2. Less than 24 hours before scheduled start a sum representing 100% of the charges

Exclusion of liability

Schedule 2