Terms & Conditions

Your relationship with Vault Couture and any contracts or orders entered into with Vault Couture will, unless otherwise expressly agreed in any particular contract or order, be governed by and subject to the terms and conditions set out in these Terms.

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 10.
AGREED TERMS

Intrpretation

1.1 The definitions in this clause apply to these Terms and each Contract:
      Accessories: any shoes, hats, bags or other similar accessories, but excluding any items that are the subject of clause 4.4.
      Additional Services: any services that Vault Couture, in its absolute discretion, considers for any reason to fall outside of the Services.
      Charges: any applicable Servicing Fee (including any Fur Servicing Fee) and any other applicable charges referred to the Schedule and any additional charges payable by the Customer for the supply of any or all of the Services in accordance with any Contract.
      Check In Procedure: shall have the meaning set out in the Schedule.
      Collection Date: shall be the first date on which Garments are collected for storage.
      Contract: means each contract (including any schedules to the contract) entered into between us and you from time to time, together with any Order (if it is accepted by us in accordance with clause 2.4) and these Terms.
      Commencement Date: in relation to a Contract, the Collection Date or, if earlier, the date on which Vault Couture provides any other Services to the Customer pursuant to the Contract.
      Customer or you: the person to whom Vault Couture is providing any Services.
      Force Majeure Event: shall have the meaning set out in clause 12.
      Fur: any Garment made wholly or partly from animal fur, but excluding any items that are the subject of clause 4.4.
      Garment: an item in relation to which Vault Couture has agreed to provide the Services under a Contract, including, but not limited to, Furs, clothing and Accessories, but excluding any items that are the subject of clause 4.4.  Any Garment consisting of multiple separate parts shall constitute multiple Garments, except for any long-hanging evening gown consisting of up to 4 separate parts, which shall be treated as a single Garment.
      Home Address: your U.K. residential address as notified by you to Vault Couture in writing and as accepted by us in writing.
      Item: means a Garment or any other item in relation to which Vault Couture has agreed to provide the Services under this Contract.
      Order: your request sent to us in writing for any of the individual Services contained within the Services, which will be accepted or rejected in accordance with clause 2.4.
      Services: the Services that we are providing to you as set out in a Contract, together with any Additional Services that Vault Couture has agreed to provide.
      Terms: these terms and conditions.
      Unique Number: the unique number and bar code allocated to each Garment during the Check In Procedure.
      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 www.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 a Contract.

1.2 Headings do not affect the interpretation of these Terms.

1.3 Writing or written includes e-mail.

Basis of the service

2.1 Please check that each Contract is complete and accurate before you commit yourself to the Contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we accept responsibility for statements and representations only if they are made in writing by our authorised employees and agents. 
Please ensure that you read and understand these Terms and the Contract before you sign any Contract, because you will be bound by the Contract (including this Terms) once the Contract becomes binding, in accordance with clause 2.4. 

2.2 Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our catalogues, brochures or Website, are issued or published solely to provide you with an approximate idea of the services they describe. They do not form part of any Contract or any other contract between you and us for the supply of the Services.

2.3 If any of these Terms are inconsistent with any terms of any Contract or Order, the Terms shall prevail.

2.4 Any request by you in an Order for Services pursuant to an existing Contract is an offer by you to enter into a binding contract with us, which offer is deemed to be accepted by us as soon as your Order is received unless we notify you of a problem with your Order, which we will endeavour to do as promptly as possible..

2.5 We shall assign a contract number in relation to the provision of the Services and an order number for each Order and inform you of them as and when necessary. Please quote the contract number in all subsequent correspondence with us relating to the Services and the order number in all subsequent correspondence with us relating to an Order.

2.6 If you amend or cancel an Order, you will pay us all costs we incur in fulfilling the Order or responding to such amendment or cancellation.

2.7 We have the right to revise and amend any aspect of any Contract from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system capabilities or for any other reason. We will notify you of any amendments (“Amendment Notice”) and such amendments will take effect no earlier than 30 days after the Amendment Notice.  You will be entitled to terminate the Contract within 30 days of the Amendment Notice by providing us notice in writing. You will be subject to the provisions in force at the time that you order the Services from us, unless any change to those provisions is required by law or government or regulatory authority, in which case it will apply to Orders you have previously placed that we have not yet fulfilled.

Quality of the services

3.1 Unless we are prevented from so doing by a Force Majeure Event, we will provide Services which:
      3.1.1 conform in all material respects with their description;
      3.1.2 are carried out with reasonable care and skill;
      3.1.3 are fit for any purpose we state the Services are fit for;
      3.1.4 are free from material defects in design, material and workmanship; and
      3.1.5 comply with all applicable statutory and regulatory requirements for supplying the Services in the United Kingdom.

3.2 This warranty is in addition to your legal rights in relation to Services which are not carried out with reasonable skill and care or which otherwise do not conform to these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.

3.3 These Terms apply to any replacement Services we supply to you in the unlikely event that the original Services do not conform to these Terms.

3.4 You must provide us, prior to the provision of the Services and, in sufficient time, with any information and instructions relating to the Services that is or are necessary to enable us to provide the Services or Additional Services in accordance with these Terms.

3.5 If you do not provide information or instructions at all, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel or suspend the Order or the provision of Services (or any part of the Services) by giving you written notice, or we may make an additional charge of a reasonable sum to cover any extra work that is required or any loss or costs which we incur as a result of relying on such information or instructions.

3.6 We only supply the Services for domestic and private use, and you agree not to use the Services for any commercial purpose.  

Provision of services

4.1 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.

4.2 Subject to clauses 2.4 and 4.1 you may place an Order in relation to the Services at any time throughout the duration of the Contract.

4.3 After an Order is accepted by us, we shall provide you with those individual services as requested in the Order, subject to further provisions of the Contract.

4.4 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:
      4.4.1 jewellery;
      4.4.2 stolen goods or materials;
      4.4.3 hazardous or toxic materials or substances;
      4.4.4 Items that are considered by us, in our sole and absolute discretion, to be dangerous;
      4.4.5 goods or materials that are illegal to store or transport without a licence;
      4.4.6 Items that are considered by us, in our sole and absolute discretion, to be rare and highly valuable;
      4.4.7 any Item that we consider, in our sole and absolute discretion, to be unsuitable for any reason; and/or
      4.4.8 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.
      4.5 You are entitled at any time to instruct us to provide you with further services to the Services. Such instruction shall constitute an offer by you to purchase further services from us in accordance with the relevant Contract. The instruction will be deemed accepted when we issue a written acceptance of the instruction specifying the additional charges payable in respect thereof. We may in our absolute discretion designate any request for further services as a request for Additional Services and you will be responsible for paying additional costs for the provision of such Additional Services at our charges from time to time applicable to the provision of such Additional Services. We reserve the right to refuse to provide any further services or any Additional Services.

4.6 Subject to Clause 2.7 and 13, the Services (other than Services which are one-off in nature) will be supplied for a minimum period of 12 months (or such shorter membership period as has been agreed between us) and thereafter until otherwise terminated in accordance with the Contract. Additional Services may be supplied for an agreed period of time within the Contract period.

4.7 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.

4.8 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.

Customer obligations

5.1 You agree and warrant that:
      5.1.1 any information you provide is complete and accurate;
      5.1.2 you are the owner of the Items or you are authorised to deal with the Items as if you are the owner;
      5.1.3 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);
      5.1.4 you shall indicate in writing to us those persons who are authorised 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 Customer.
      5.1.5 you shall notify us in writing of any faults or damage to any Items prior to collection;
      5.1.6 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.
      5.1.7 you shall co-operate with us in relation to the provision of the Services, such cooperation 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;
      5.1.8 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; and
      5.1.9 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.

5.2 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.

5.3 If our performance of our obligations under the Contract 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”):
      5.3.1 we shall, without limiting our other rights under the Contract have the right to suspend performance of the Services or Additional Services in question until you remedy the Customer Default;
      5.3.2 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;
      5.3.3 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
      5.3.4 you will reimburse us on written demand for any reasonable costs or losses that we sustain or incur arising from the Customer Default.

Intellectual property rights

6.1 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 and any photographs of your Items, in connection with the Services or Additional Services will belong to us absolutely.

6.2 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.

6.3 You may not use the materials, documents or other items detailed in clause 6.1 for any commercial purpose.

Price and Payment

7.1 Upon signature of each Contract or any renewal of any Contract pursuant to clause 13.5 or acceptance of any Order or Additional Services you shall pay the Charges. The price of the Services or Additional Services will be as set out in the Contract in force at the time you place your Order. In accordance with clause 2.7 prices may be updated at any time, but price changes will not affect Orders that have already been accepted. We endeavour to make payment as easy as possible for our customers and will notify you of the different payment methods currently available when we provide you with an invoice.

7.2 Unless otherwise stated, prices listed do not include VAT, which will be added at the current applicable rate. If the rate of VAT changes between the date of the Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.

7.3 We shall invoice you for any applicable Servicing Fee, any applicable Fur Servicing Fee and any other periodic Charges annually (or for the agreed period of contract if less than 12 months) in advance, with 20% of the first annual payment to be paid up front. The remainder of each annual payment can be paid up front or by standing order on a quarterly or monthly basis. The invoice will quote the Contract Number. You must pay the invoice in cleared monies within seven (7) calendar days of the date of the invoice into the designated bank account as specified on the invoice. The Services will be provided only upon receipt of cleared funds into our designated bank account. We shall invoice you in advance for any Additional Services to be provided subject to your approval of the fee. Additional Services will be provided only upon receipt of cleared funds into our designated bank account. Payment for any Order or for any Additional Services is in addition to the Servicing Fee unless otherwise stated in the Contract.

7.4 If you do not make any payment due to us by the due date for payment (as set out in clause7.3), we may charge interest to you on the overdue amount at the rate of 4% 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.

7.5 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 or any other outstanding Order until you have paid the outstanding amounts.

7.6 If any invoice remains unpaid for a period of more than three 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.

7.7 Clause 7.4, clause 7.5 and clause 7.6 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know within 10 days after you have received the invoice that you dispute it.

7.8 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.

7.9 Any Servicing Fee, any Fur Servicing Fee and any other periodic Charges are not refundable (in whole or in part) under any circumstances, other than as expressly specified in the relevant Contract.

Pick up and delivery of garments

8.1 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.

8.2 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.

8.3 Whilst we endeavour to use only reputable courier companies (and, where available, make available tracking facilities provided by the courier company to assist with anticipating delivery time), 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.

8.4 As an alternative to using a third party courier company, you may specifically request that Vault Couture sends its own representative to pick up and/or deliver your Items. In such circumstances you shall notify us, in accordance with the provisions of clause 8.6, of any special delivery or pick up requirements and the reason for such a request.  This will be subject to an additional cost that will be confirmed by us to you in writing. The request will be deemed accepted when we issue a written acceptance of the request specifying the additional charges payable in respect thereof.  We will take all reasonable steps to ensure that any pick-up or delivery by our representative under this clause is completed by the scheduled delivery or pick-up time.  However, any scheduled delivery or pick-up time is necessarily an estimate and in particular our punctuality may be affected by any adverse weather conditions, traffic congestion or other Force Majeure Event in the normal course.

8.5 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 Charges 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.

8.6 You agree to provide us with no less than 24 hours' notice for any delivery or pick up containing the information about Items for delivery or pick up, including the quantity of Items. The request for such service should be made utilising the Website or any application which we may make available from time to time for mobile devices or by telephone.  We shall not be responsible for any failure to deliver or pick up any Items, or liable for any loss suffered in that regard, if less than 24 hours' notice has been provided to us in relation to that delivery and/or pick up. In relation to providing other Services we may require a longer notice period.

Confidentiality

9.1 Subject to clause 9.4 below, each party will treat as strictly confidential all information received or obtained as a result of entering into or performing under any Contract that relate to:
      9.1.1 the provisions of the Contract; and
      9.1.2 the other party (“Confidential Information”).

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

9.3 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 the Contract.

9.4 Either party may disclose information that would otherwise be confidential if and to the extent that:
      9.4.1 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;
      9.4.2 it is disclosed to the professional advisers, auditors and bankers of each party;
      9.4.3 it has come into the public domain through no fault of that party; or
      9.4.4 the other party has given prior written approval for the disclosure.

9.5 The restrictions in this clause 9 will continue to apply after any Contract has been terminated.

Limitation of liability

10.1 Subject to clause 10.2 and clause 10.3 and without prejudice to clause 7.9, if either of us fails to comply with any Contract, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from the failure to comply with the Contract.

10.2 Subject to clause 10.3 below:
        10.2.1 neither of us shall be responsible for losses that fall into the following categories:
                   10.2.1.1 loss of profit;
                   10.2.1.2 loss of income or revenue;
                   10.2.1.3 loss of business;
                   10.2.1.4 loss of anticipated savings;
                   10.2.1.5 loss of contracts;
                   10.2.1.6 loss of data;
                   10.2.1.7 loss of goodwill or injury to reputation;
                   10.2.1.8 loss of emotional well-being, including, without limitation, any embarrassment caused;
                   10.2.1.9 losses suffered by third parties; or
                   10.2.1.10 indirect or consequential loss.
        10.2.2 our total liability to you in respect of all and any losses arising under or in connection with these Terms and/or the Contract, whether in contract or tort (including negligence), breach of statutory duty, or otherwise:
                   10.2.2.1 in connection with any loss of, or damage to, any Items, will be limited to £250 per Item (or if lower, the actual value of the Item) and subject to an overall aggregate limit of £2,500 in respect of all of the Customer's Items; or
                   10.2.2.2 in any other case, will be limited to the aggregate amount of the Charges (other than Charges relating to courier companies or other third party service providers) actually paid by the Customer pursuant to the relevant Contract during the previous 12 month period.
        10.2.3 In this Agreement, any reference to the "actual value of the Item" or any similar expression means the actual value of the Item at the time of the loss of or damage to the Item, as determined by us (acting reasonably).

10.3 This clause does not include or limit in any way the liability of either of us for:
        10.3.1 death or personal injury caused by the negligence of either of us;
        10.3.2 fraud or fraudulent misrepresentation; or
        10.3.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
        10.3.4 losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
        10.3.5 any other matter for which it would be illegal or unlawful for either of us to exclude or attempt to exclude our liability.

10.4 We do not currently provide dry-cleaning services ourselves, but can recommend reputable dry-cleaning service providers to you.  Where we make such recommendations, or arrange on your behalf any such dry-cleaning services, such services shall be provided to you by the dry-cleaning service provider on their standard terms and conditions.

10.5 In the event of a dispute as to the quality of, or any damage to, any Item, the Acceptance document will serve as conclusive proof of the original condition of any Item.

10.6 Except as set out in the Contract, all warranties, conditions and other terms implied by statute and common law are, to the fullest extent permitted by law, excluded.

10.7 We do not assume responsibility for any Item until the Check In Procedure has been completed and the Item has been collected by one of our representatives and catalogued.

10.8 This clause 10 will survive termination of the Contract.

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 10.2.2.1.

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.

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 any Contract 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 the Contract 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 the Contract can be performed despite the Force Majeure Event.

Termination

13.1 Without limiting its other rights or remedies:
        13.1.1 either of us may terminate any Contract with immediate effect by giving written notice to the other party of the other party committing a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within one month of that party being notified in writing of the breach; or
        13.1.2 we may terminate any Contract with immediate effect by giving notice to you or your estate or your representatives if:
                   13.1.2.1 you die or by reason of illness or incapacity (whether mental or physical), you are incapable of managing your own affairs or become a patient under any mental health legislation;
                   13.1.2.2 you fail to pay any amount due under any Contract between us by the due date for payment; or
                   13.1.2.3 you are declared bankrupt.

13.2 After an initial period of 3 months from the Commencement Date you may terminate the Contract by giving not less than 30 days' written notice.  We may terminate the Contract at any time by providing you not less than 30 days' written notice provided that:
        13.2.1 if we provide notice of termination within 30 days of the Commencement Date 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
        13.2.2 if we provide notice of termination within 30 days of the Commencement Date 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.

13.3 Termination will not affect either party's outstanding rights or duties, including our right to recover from you any money you owe us under any Contract.

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

13.5 We will provide the Services (other than Services which are one-off in nature) for a period of 12 months from the Commencement Date (or such shorter period as has been agreed between us). Without prejudice to clause 13.2 above and this clause 13.5, unless we receive, at least 14 days prior to an anniversary of the Commencement Date, written notice from you that you wish for the Contract to be terminated, the Contract will continue for successive 12 month periods on these Terms and you will be liable to pay our Charges in respect of such renewed periods.

13.6 Subject to clause 7.6 above and 13.7 below, on termination, we will, by no later than 21 days after the date of termination of the relevant Contract, arrange for any Items held by us to be returned to you, at your expense, unless the Contract is terminated by reason of a breach by us in which case we will bear the cost of returning the Items to you.

13.7 Subject to clause 7.6 above, Items will be returned to you only when all outstanding invoices from us to you have been paid in full.

13.8 On termination of any Contract for any reason:
        13.8.1 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;
        13.8.2 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 the Contract;
        13.8.3 we will take all reasonable steps to delete any specific personal information which is held by us (other than non-specific trending data).  We will carry out this process within 90 days of termination, unless you request us to carry out the process before then or request us to retain your information.  We will endeavour to notify you in advance of such deletion; and
        13.8.4 clauses that are expressly or by implication intended to have effect after termination shall continue in full force and effect.

Assignment

14.1 You are not entitled to assign or transfer any of your rights or obligations under any Contract to another person without our prior written consent, which we will not withhold unreasonably. We are entitled to assign all or any of our rights under any Contract, but this will not affect your rights under the Contract.

14.2 You must provide to us a list of Authorised Persons. We will not deal with any other person other than you and/or an Authorised Person.

14.3 We are entitled to sub-contract any and all obligations under any Contract to any third party or agent.

Notices

All notices sent by you to us must be sent by email to Vault Couture Limited at info@vaultcouture.com. We may give notice to you at either the e-mail or postal address you provide to us in an Order. 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.

Data protection

16.1 We will process any personal information about you in accordance with our privacy policy located at www.vaultcouture.com.

16.2 You consent to such processing and you warrant that all data you provide is complete and accurate.

16.3 You consent for information about you and your Items to be viewed and exchanged by and between us and our representatives, agents and subcontractors for the purpose of providing you with the Services.

General

17.1 If any court or competent authority decides that any provision of the Contract 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.

17.2 If we fail, at any time while the Contract is in force, to insist that you perform any of your obligations under the Contract, or if we do not exercise any of our rights or remedies under the Contract, 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 the Contract shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

17.3 A person who is not party to the Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

17.4 The Contract 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.

17.5 We each acknowledge that, in entering into a Contract, 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 the Contract except as expressly stated in the Contract.

17.6 Nothing in any Contract 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.

17.7 Each Contract (including any non-contractual claims arising out of or in connection with it) 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.

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