TERMS & CONDITIONS

Website Terms and Conditions

By accessing and using all or any web pages under or forming part of our website and any other similarly branded webpages which include an authorised link to these Terms and Conditions (Website), you agree with us (Fashionline) to be bound by and abide by the following terms and conditions (Terms and Conditions).

Your access to and use of the Website is conditional upon your acceptance and observance of these Terms and Conditions.

Your acceptance is intended by us and you to create a contract between us and you. Your access to and use of all or part of the Website is also subject to our Privacy Policy, which is available here [insert link to Privacy Policy].

You acknowledge and agree that parts of the Website, or the provision of certain functionalities of the Website, may be outsourced to third party providers. These Terms and Conditions apply to any outsourced services, unless you are notified of any alternate terms and conditions. These Terms and Conditions and our Privacy Policy are collectively the current terms and conditions for the Website and replace any other terms and conditions for the Website previously published on the Website.

Information on the Website

The information and materials on the Website (Information) are for general information purposes about us, our objects and services. These Terms and Conditions and the Information are subject to change at any time without notice. In some cases, the Information may include the views or recommendations of third parties, which may not necessarily reflect our views.

Varying the Terms and Conditions

We may vary the Terms and Conditions from time to time without notice to you. It is important that you regularly review the most up to date version of the Terms and Conditions. Acceptance and observance of the Terms and Conditions is the sole basis upon which you may access the Website as may be varied from time to time.

Your interaction with the Website

Some parts of the Website may permit you to post, upload, input or submit materials to us through the Website or associated services (Materials). You may not post Materials to the Website containing any virus or other harmful components. You must not use language or engage in any activity that is threatening, abusive, vulgar, or which may be interpreted as vilification of others on any grounds, or which is discourteous or unlawful. You must not post, upload, input or submit materials to us or the Website which give rise to any legal liability against us. We reserve the right to suspend or prohibit use of the Website by persons who contravene the Terms and Conditions, and we may remove or edit messages or material submitted by users.

Third party rights infringed

You are responsible for the Materials you post to the Website, and you indemnify us against loss of any nature arising from the infringement of intellectual property rights or any other legal right of any third party by reason of your unauthorised reproduction of works on the Website.

You must not post Materials on the Website unless you are the owner of the copyright in those Materials or have the express written permission or a written licence of the copyright owner to post them.

By posting, uploading, inputting, providing or submitting Materials to the Website you warrant and represent that you own or otherwise have rights to the Materials including, without limitation, the rights necessary to post, upload, input or submit the Materials to the Website and you authorise others to make use of the Materials posted by you on the Website.

Communications by other users

We do not represent, warrant or guarantee the validity, accuracy, or reliability of any communications posted by other users or endorse any opinions expressed by users. You acknowledge that your reliance on Information or material posted on the Website by other users will be at your own risk.

Materials provided to Fashionline

Subject to our Privacy Policy, you permit us, our affiliates, and licensees to use any Materials you provide to us via the Website in connection with the operation of our business or operations, including without limitation the right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat the material, and in our absolute discretion to identify the Material by your name.

No compensation will be paid in relation to our receipt or use of the Material.

Access to the Website

We will not be liable if the Website is unavailable for any reason. We may, in our absolute discretion, suspend or disconnect your access to all or part of the Website during technical failure, for maintenance, if you fail to comply with the Terms and Conditions or if you do anything that we consider inappropriate or unlawful.

Intellectual property rights

Unless otherwise stated, we or our licensors own all intellectual property rights (including any copyright, trademark rights and patent rights) in the Information and the Website. You may download, copy or print reasonable amounts of the Information for your personal, non-commercial use. You must not use any Information downloaded, copied or printed in a commercial way (for example, publishing, transmitting, selling or modifying the Information) without our prior written consent.

Nothing in this Website is construed as granting you any licence or right to use any trademark or other intellectual property right of Fashionline without our prior written consent.

You must not (and do not allow any third party to) copy, modify, create a derivate work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicence, grant a security interest in or otherwise transfer any right in any of the Information, software or contents of the Website you access by virtue of the Terms and Conditions or otherwise.

You agree not to access the Website by any means other than via the Website homepage interface.

Your acknowledgments

You expressly understand, acknowledge and agree that:

• your use of the Information is at your sole risk;
• the Information and Website are provided on an as is and as available basis;
• the Information is not prepared or tailored to address business or commercial issues relevant to you;
• the Information obtained using the Website is sourced at your own discretion and risk and you are solely responsible for any damage to your computer system or loss including financial or pecuniary loss or loss of data or information that results from the downloading or accessing of any Information from the Website.

Restrictions

In addition to the restrictions set out above, you agree that you (and any party connected with, controlled by or related to you) will not:

• use the Website for any purpose that is unlawful or prohibited by the Terms and Conditions;
• use the Website for any purpose which could damage, disable, overburden or impair the Website or interfere with any other party’s use and enjoyment of the Website;
• copy, reproduce, alter, modify, create derivative works of, distribute, transmit, publicly display, publicly perform, edit, translate or reformat any of the Information without our prior written consent;
• use any robot, spider, screen scraper, data aggregation tool or other automatic process to monitor, copy or extract any Information, or combine any Information with the information of a third party, without our prior written consent; or
• reverse engineer, reverse assemble, decompile or otherwise attempt to discover source code or other formulae or processes in respect of the Website.

Links

If you access the Website via an external link, you are on notice that you do so at your own risk and expense. The existence of the external link shall not be construed as our endorsement, sponsorship, approval of, or affiliation with, another person or entity unless the party providing the relevant link is authorised by us in writing to do so.

We reserve the right to object to or have removed any link that we determine to be inappropriate, inconsistent with our rights, the Website’s image and reputation or otherwise creates an undue burden on the Website.

The Website may also contain links and frames to websites owned or operated by third parties independent of Fashionline (External Sites).

Such links and frames are provided for convenience only, and we do not endorse, sponsor or approve, and make no warranties or representations in relation to:

• the operators of the External Sites;
• the quality, accuracy, adequacy, completeness, reliability, fitness for purpose or timeliness of the material on the External Sites, or the people who contribute to them; or
• that the material on the External Sites does not infringe the intellectual property rights or any other legal rights of any person.

Disclaimer and exclusion

Fashionline:

• does not warrant or guarantee the quality, accuracy, adequacy, completeness, reliability, fitness for purpose or timeliness of the Information;
• provides the Website and Information on an ‘as is’ basis;
• does not guarantee that the Website or External Sites will be error free, free from viruses, that defects will be corrected or that access to the Website or External Sites will function as intended or be uninterrupted;
• is not obliged to update the Information or correct any inaccuracy which may become known to us.

Limitation of liability

Fashionline excludes, to the maximum extent permitted by law, all warranties (whether express, implied, statutory or otherwise, and specifically any implied warranties or conditions of merchantability, fitness for purpose, title and non-infringement) in relation to the Information, the Website or any material on External Sites accessed via the Website or which link or refer to the Website.

We exclude all liability arising from:

• any claim by any person or entity as a result of the use of, or the inability to use, the Information or the Website;
• the cost of procurement of substitute services resulting from any data, information or services obtained, or messages received, or transactions entered via or from the Website;
• unauthorised access to alteration of your transmissions or data;
• statements or conduct of us or any third party on the Website;
• any other matter relating to the Information or the Website.

You expressly understand and agree that;

• your use of the Information is at your sole risk that the Information and the Website may not meet your requirements or requests;
• the quality of any services or Information obtained by you from the Website may not meet your expectations and any errors in the Information and/or the Website may not be corrected.

To the maximum extent permitted by law, Fashionline is and cannot be liable to you for any expenses, losses, costs (including but not limited to legal costs), damages or liabilities (whether indirect or consequential) that arise out of or are referrable to the Information, the Website, External Sites, the supply of any services from the Website, or your access to any part of the Website, whether in contract, tort (including negligence) statute, equity or otherwise.

You acknowledge that this clause may be pleaded as a complete defence to any such claim you may assert through court, tribunal or other proceedings.

Reliance on advice

The Information should not be relied upon for personal, legal, investment or financial advice of any kind. You accept and acknowledge that you will and should consult an appropriate professional for specific advice. This applies even if you are a current or past client of ours.

Indemnity

You agree told Fashionline harmless from any liability to any third party alleged as a consequence of the partial or complete use by you or anyone on your behalf of the Information or the Website and you agree not to make any claim, assert any demand or purport to enforce any right against us in any such circumstances.

You agree to indemnify and keep indemnified Fashionline against all claims, demands, actions, proceedings, costs, expenses and liabilities (including without limitation legal costs and disbursements on an indemnity basis) suffered and/or incurred by us directly or indirectly out of or as a result of any breach of your obligations under the Terms and Conditions or at all.

You agree to indemnify and keep indemnified Fashionline against all claims, demands, actions, proceedings, costs, expenses and liabilities (including without limitation legal costs and disbursements on a full indemnity basis) suffered and incurred by us as alleged or asserted by any third party at all including but not limited to any claim arising from:

• your access to Website;
• your use and utilisation of the Information available on the Website;
• any breach by you of the Terms and Conditions giving rise to a liability to a third party as alleged by that third party against us.

Cookies

The Website contains “cookies” which are text files that contain information, and which are stored on your computer when you visit the Website.

The Website uses cookies for a variety of purposes, including but not limited to:

• counting the number of visitors and analysing traffic; and
• accessing and logging into functions for subscriptions.

These may either be ‘persistent’ cookies, which are permanent and stored on your computer after you have closed your web browser, or ‘session cookies,’ which disappear when you close your web browser.

You may change the settings in your web browser to disable the storage of cookies and to remove undesired cookies. This however may impair your ability to use and utilise all components or aspects of the Website.

Survival

In the event that your access to the Website is suspended or disconnected in accordance with the Terms and Conditions or at all, all restrictions on you and disclaimers, exclusions and limitations of our liability set out in the Terms and Conditions will survive such disconnection or suspension.

General Information

The Terms and Conditions constitute the entire agreement between you and Fashionline in relation to your access to, and use of, the Information and Website, superseding any prior agreement between you and us in any form at any time whatsoever in relation to the same subject matter.

You may also be subject to additional terms and conditions that apply when you use other services, third party content, third party software or where you access another website via or through the Website.

The Terms and Conditions and the relationship between you and Fashionline shall be governed by the laws of the Commonwealth of Australia and the State of New South Wales. As a consequence of agreeing to the Terms and Conditions and accessing the Website you consent to, and submit to, the exclusive jurisdiction of the courts of New South Wales, Australia on any legal or other question or dispute arising out of your use of the Website or your agreement to accessing the Website under the Terms and Conditions.

Any failure of Fashionline to exercise and/or enforce any right or provision of the Terms and Conditions shall not be treated by any party as a waiver of any further right that we have against a party.

If any provision of the Terms and Conditions is found by a court of competent of jurisdiction to be invalid or unenforceable, then the provision is deemed deleted or amended so as to make it enforceable, but other provisions of the Terms and Conditions remain unaffected and in full force and effect, as may be varied from time to time.

You agree that regardless of any statute or law to the contrary, any claim or cause of action against Fashionline or any of our officers, employees, nominees, representatives, or agents made by you arising out of or related to use of the Website must be filed strictly within one year after the claim or cause of action arose or forever be barred. You agree that this clause may be pleaded as a complete defence to any such claim if this strict timeframe is not observed by you in the assertion of any such claim.

You agree that there is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between Fashionline and any user simply by virtue of provision of the Information or access to the Website or creation or use of a user account by you or access to the Website in any form at all.

Your rights and obligations under the Terms and Conditions are personal and may not be assigned or dealt with in any way without our prior written permission, which may be withheld by us in our discretion.

You agree that Fashionline excludes, to the full extent possible at law and under any legislation or other legal principle applicable, any liability for the apportionment of loss between you and us arising from any claim you or any third party may assert directly or indirectly arising from the Terms and Conditions or your use of the Information or your access to the Website.

You agree the Terms and Conditions are the only basis upon which you access the Website or the Information and rely on no representation of assertion made by us other than as contained in the Terms and Conditions as the basis for your access to the Website.

Terms and Conditions effective on and from 1 April 2022