Merchant Terms of Services

1 Definitions and interpretation

1.1 These terms and conditions ("Terms") set out the terms and conditions which apply to the provision by Reveni Ltd of the Services. These Terms are applicable if you are entering into an agreement with Reveni Ltd in the UK. If your agreement is with Reveni SL, the Terms that apply to you may be found here in English and here in Spanish.

1.2 Defined terms and the rules of interpretation which apply to these Terms are set out in schedule 1.

1.3 In these Terms, individually either entity may be called a "party" and together are called the "parties". In each Agreement, each reference to the "parties" shall be interpreted as Reveni and the applicable Merchant.  The details of Reveni and the relevant Merchant shall be as set out in the Merchant Order Form.

2 Contractual framework

2.1 The parties have entered into a Merchant Order Form which sets out in more detail: the Services, Term, Charges and other commercial matters between the parties.  The Terms are incorporated into and apply to the Merchant Order Form and together form a legally binding agreement between Reveni and the Merchant (the Merchant Order Form and the Term together form the "Agreement").

2.2 Any order forms or other correspondence that the parties may use for the fulfilment or ordering of any Services or otherwise for administering any part of this Agreement will be for administrative convenience only and any terms and conditions included in such forms will have no effect and will not modify this Agreement (even if such forms or correspondence state otherwise).

3 Duration

The Agreement shall commence on the Effective Date and subject to earlier termination in accordance with the Agreement, shall continue in force for the Initial Term after which it shall automatically renew for further periods of twelve (12) months ("Renewal Term"), unless either party gives at least ninety (90) days notice not to renew, such notice to take effect at the end of the then-current term.

4 Provision of the Services by Reveni

4.1 From the Effective Date, Reveni agrees to provide the Services to the Merchant.  Reveni warrants that:

(a) it shall provide the Services using reasonable care and skill and using suitably qualified and experienced personnel; and

(b) the Services shall materially conform to the service descriptions provided in each agreed Merchant Order Form;

(c) it shall inform Consumers of the terms and conditions that apply to the Consumers use of the Instant Services and how their personal data will be processed in connection with the same.

4.2 The Merchant acknowledges and agrees that with respect to the Instant Services, Reveni may undertake a risk assessment of the Consumer to decide whether an Instant Service will be made available to that Consumer. Reveni shall have absolute discretion as to whether to offer any Instant Service to any Consumer, such decision will be made on a per request basis, and Reveni shall have no liability to the Merchant nor to any Consumer in respect of a decision by Reveni not to provide the Instant Services to any Consumer.

5 Merchants Obligations

5.1 The Merchant shall perform or procure the performance of the Merchant Dependencies (if any) in accordance with the dates specified in the applicable Merchant Order Form, and otherwise to ensure Reveni is not delayed from performing its obligations in accordance with the Agreement.

5.2 The Merchant shall ensure that:

(a) It's online sales and returns policies ("Policies") and its implementation of them will meet the requirements of Applicable Law;

(b) where necessary, its terms and conditions and applicable privacy policy with Consumers inform Consumer's that their data shall be shared with Reveni for the purposes of delivering the Services;

(c) it keeps its stock records and any content records management systems up-to-date so that Reveni can identify whether the Merchant has sufficient stock to offer an Exchange through the Instant Exchange Service, where offered;

(d) if, in connection with the delivery of the Services, Reveni is to work Third Party Providers, then it will ensure that Reveni is provided with all necessary information and access to such Third Party Providers;

(e) it promotes Reveni and its services, in particular the Instant Services, through its online stores and market places;

(f) where the Consumer has had the benefit of an Instant Service, it informs Reveni, within the amount of days set in the Merchant Order Form of the date of the provision of the relevant Instant Service that a Good has been Rejected and that the Consumer should not have received the benefit of the relevant Instant Service; and

(g) it informs Reveni if it is in dispute with any Consumer in respect of any Goods which have been the subject of an Instant Service.

5.3 The Merchant agrees that it is solely responsible for any enquiries and complaints (whether from Consumers, any Regulatory Body or otherwise) with respect to the Goods and Policies and the Merchant's implementation of such Policies. Reveni shall be entitled to direct Consumers to the Merchant if they have any questions about the Goods or Policies or dispute with the Merchant as to whether a return or exchange should be honoured.

5.4 The Merchant acknowledges that where a Returned Good has been Rejected, in accordance with the terms and conditions for the relevant Instant Service, the Consumer is required to repay Reveni the higher of the monies which Reveni has paid them (if any) or the original price of the Good paid by the Consumer to the Merchant. Reveni will contact the Consumer directly and seek repayment.  The Merchant, will as far as reasonably practicable, support Reveni in its contact and communications with the Consumer and will not directly or indirectly prohibit or prevent Reveni seeking to collect these monies.  The Merchant acknowledges that the Consumer may be required to pay administration and other fees incurred by Reveni in connection with the cost of obtaining repayment and that Reveni may use third party agencies to support it in the collection of the debts.

5.5 The Merchant shall indemnify Reveni and Reveni's respective officers, directors, partners, employees, agents and contractors (the "Reveni Connected Entities") against all losses arising from or incurred out of or in relation to any claims or allegations by a third party against Reveni and / or any Reveni Connected Entity that any Goods or Policies and their implementation by the Merchant, is in breach of any requirements of Applicable Law.

6  Intellectual Property Rights

6.1 Reveni (or its licensors) own and retain ownership of all Intellectual Property Rights in and to the Services, the Reveni Brands and all Reveni Data ("Reveni Rights").  Subject to payment of the Charges and Merchant's compliance with this Agreement, Reveni grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable licence for the duration of the Agreement to access and use the Services and use the Reveni Rights for internal business operations and as may be further agreed in the Merchant Order Form.

6.2 The Merchant (or its licensors) shall own and retain ownership of all Intellectual Property Rights in the Goods, Merchants Images and Merchant Data ("Merchant Rights").  In connection with the provision of the Services, the Merchant hereby grants to Reveni a non-exclusive, non-transferable, non-sublicensable licence for the duration of the Agreement to access and use the Merchant Rights for the purpose of providing the Services.

6.3 The Merchant shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify Reveni.

6.4 Subject to clause 6.4, Reveni shall indemnify the Merchant and its respective officers, directors, Merchants, employees, agents and contractors (the "Merchant Connected Entities") against all costs awarded in final settlement of any claims by a third party against the Merchant and the Merchant Connected Entities that use by the Merchant of the Reveni Rights in accordance with this Agreement infringes a third party's Intellectual Property Rights.  The indemnity set out in this clause 6.4 shall not apply to the extent any such claim arises as a result of the provision of or use of the Merchant Rights or any other materials in accordance with the terms in this Agreement.

6.5 The Merchant shall indemnify the Reveni Connected Entities against all losses arising from or incurred out of or in relation to any claims or allegations by a third party against Reveni and / or any Reveni Connected Entity that any Merchant Rights or any other information or materials provided by or on behalf of the Merchant under this Agreement infringes or is likely to infringe a third party's Intellectual Property Rights.

6.6 In the event of a claim pursuant to any indemnity provided under this Agreement:

(a) the party indemnified and claiming under the relevant indemnity ("Indemnified Party") shall as soon as reasonably practicable give to the party which has given the indemnity or has the obligation to defend the relevant claim (as the case may be) (the "Indemnifier") written notice of the claim against which the Indemnified Party is claiming to be indemnified and all details of the claim from time to time in the knowledge or possession of the Indemnified Party;

(b)  the Indemnifier shall, at its own cost and expense, be entitled to control the defence of the claim and any related proceedings or settlement negotiations, provided that:

(i) the Indemnifier shall conduct such litigation with due diligence and propriety and in such a way as not to bring the reputation or good name of the Indemnified Party into disrepute.  In this regard, it will take into account and action any reasonable comments made by the Indemnified Party in relation to the conduct and/or settlement of the litigation;

(ii) the Indemnified Party shall use all reasonable endeavours to mitigate any claims;

(iii) the Indemnifier shall keep the Indemnified Party informed in writing at all times of material developments in the litigation or negotiations;

(iv) the Indemnifier shall not make any admissions or otherwise take or fail to take any action which would be prejudicial to any Indemnified Party; and

(v) at the cost and expense of the Indemnifier, the Indemnified Party shall take all reasonable steps to co-operate with the Indemnifier in the defence of such claim, proceedings or negotiations.

7 Charges

7.1 The Merchant shall pay the Refund Charges and Charges as set out in the Merchant Order Form.

7.2 Reveni shall be entitled to invoice the Merchant at such intervals as specified in the Merchant Order Form and the Merchant shall pay all valid, undisputed and properly due invoices by the relevant Due Date.

7.3 Invoices shall be submitted to the Merchant by email to the address set out on the Merchant Order Form.  The Merchant may notify Reveni in writing of any changes to this email address at any time during the Term.

7.4 Unless set out otherwise in the Merchant Order Form, Reveni may on not less than 60 days notice in any 12 month period during the Term give the Merchant written notice that the Charges will be increased.

7.5 If the Merchant receives an invoice which the Merchant reasonably believes specifies a Refund Charge and/or Charge which is not valid and properly due ("Disputed Charge"):

(a) the Merchant may withhold payment of the Disputed Charge and shall notify Reveni within thirty (30) days after receipt of the invoice, of the nature of the dispute and the parties shall commence, within five (5) days after the receipt of the Merchant's notice, to resolve the dispute;

(b) the Merchant shall pay any part of the invoice which is not a Disputed Charge within the Invoice Period; and

(c) once the dispute has been resolved, Reveni shall issue the Merchant with a valid and proper invoice for the amount due as part of the resolution, if any.  The Merchant shall pay the amount due as part of that resolution within thirty (30) days of the date of receipt of the foregoing invoice.

7.6 Upon execution of the Agreement, the Merchant shall complete and provide to Reveni a direct debit mandate form. Reveni is authorised to collect, by direct debit, the Refund Charges and Charges set out on each invoice, within [3] days of the date of the invoice. 

7.7 The Merchant shall pay value added tax (or equivalent sales/service tax) on the Charges at the rates prescribed by law at the time such Charges become due. No value added tax (or equivalent sales/service tax) shall be payable on the Refund Charges.

7.8 Unless set out on the Merchant Order Form or otherwise agreed in writing between the parties, the Charges and Refund Charges are specified and payable in Pounds Sterling.

7.9 The Merchant shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, Merchant shall, when making the payment to which the withholding or deduction relates, pay to Reveni such additional amount as will ensure that Reveni receives the same total amount that it would have received if no such withholding or deduction had been required.

7.10 In the event the Merchant does not pay an undisputed Charge and/or Refund Charge by the relevant Due Date, Reveni shall be entitled to:

(a) charge interest on such overdue amount from the due date for payment until the date of actual payment at the rate of 4% above the base rate of the Bank of England from time to time; and

(b) immediately on written notice setting out the overdue Charge and/or Refund Charge, suspend provision of the Services. Upon payment of all overdue Charges and/or Refund Charge, Reveni shall recommence the provision of the Services.

8. Limitations of Liability

8.1 Other than as expressly set out in this Agreement, all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including but not limited to, any warranty regarding fitness for purpose, quality, merchantability or non-infringement) are, to the fullest extent permitted by Applicable Law, excluded.

8.2 Neither party excludes or limits liability to the other party in respect of:

(a) death or personal injury caused by its negligence;

(b) any fraud or fraudulent misrepresentations;

(c) any claim under clause 11;

(d) any claim under any express indemnity granted pursuant to this Agreement; any other liability arising out of or in connection with this Agreement which cannot be excluded or restricted by law; or

(e) the payment of the Charges and/or Refunds due under this Agreement.

8.3 Subject to clause 8, neither party shall be liable for:

(a) any indirect, consequential or special loss; or

(b) any loss of profit, loss of business or contracts, lost production or operation time, loss of or corruption to data, loss of goodwill or anticipated savings,

however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 8.3, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).

8.4 Subject to clauses 8.1 and 8.3, each party's liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with any liability under this Agreement shall be limited in aggregate in each Year to the higher of: (i) the Charges payable during such Year; or (ii) £50,000.

9 Termination

9.1 Without prejudice to any other rights or remedies it may have, either party, by giving no less than thirty (30) days written notice to the other party, may terminate this Agreement:

(a) if the other party commits a material breach in respect of this Agreement or Applicable Law which:

(i) in the case of a breach capable of remedy following notice to cure the breach, is not rectified within thirty (30) days; or

(ii) is not capable of remedy; or

(b) pursuant to clause 13.3; or

(c) if, where permitted by law, the other party undergoes an Insolvency Event.

9.2  Without prejudice to any other rights or remedies it may have:

(a) if the Merchant has failed to pay any valid, undisputed and properly due invoice, Reveni, by giving no less than seven (7) days written notice to the Merchant; or

(b) if the Merchant Rejects a large number of Goods which is deemed by Reveni, acting reasonably, to make its provision of the Services to the Merchant is unmanageable; or

(c) if Reveni, acting reasonably, considers that its Services are being used in a fraudulent way or there is a threat to the security of the Services provided by Reveni; 

Reveni may in its discretion:

(d) Suspend the provision of any or all of the Services; or

(e) terminate this Agreement.

10 Consequences of Termination

10.1 Termination of this Agreement (in whole or in part) however and whenever occurring shall not prejudice or affect any right of action or remedy which shall have accrued to any party up to and including the date of such termination.

10.2 The provisions of any clauses which by their nature continue shall survive termination or expiry of this Agreement, however and whenever occurring.

11 Confidentiality

11.1 Each party will:

(a) keep all Confidential Information given by one party (the "Disclosing Party") to the other party (the "Recipient") or otherwise obtained by the Recipient confidential and will not (except as expressly permitted) disclose the Confidential Information to any third parties, make copies of material containing the Confidential Information or otherwise use the Confidential Information;

(b) safeguard the Confidential Information and comply with any requirements specified by the Disclosing Party from time to time;

(c) implement rigorous security practices against any unauthorised copying, use, disclosure, access, damage or destruction of the Confidential Information;

(d) immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form or if the Recipient is required by law to disclose any of the Disclosing Party's Confidential Information;

(e) take all reasonable steps to enforce any obligation of confidence imposed or required to be imposed by this Agreement; and

(f) do all things, execute all documents and give all assistance reasonably required by the Disclosing Party to enforce any obligation of confidence imposed or required to be imposed by the Agreement.

11.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary:

(a) to comply with its obligations under this Agreement;

(b) to enable the Recipient to exercise its rights under the Agreement; or

(c) to enable the Recipient to comply with any applicable law, including disclosure to a Regulatory Body to comply with a binding request from a Regulatory Body.

11.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:

(a) information has been placed in the public domain otherwise than due to a default of the Recipient;

(b) disclosure is expressly required by applicable law, but the party must use its best efforts to minimise any such disclosure;

(c) information has been independently developed by the party without reference to the Confidential Information of the other party; or

(d) other party has approved in writing the particular use or disclosure of the Confidential Information.

11.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under this Agreement or at law) if any party breaches any of its obligations under this clause 11.

11.5 The obligations with respect to Confidential Information disclosed under this Agreement will survive termination and expiry of this Agreement and will continue for as long as the information remains confidential.

11.6 Notwithstanding the provisions of this clause 11, the Merchant agrees that Reveni will be entitled to refer to the Merchant and use the Merchant's Brands in marketing and other promotion activities that Reveni wish to undertake in connection with the promotion of its services.  

12 Data Protection

12.1 The parties acknowledge that they are each separate controllers for any personal data processed under this Agreement. Each party shall comply with and fulfil all its obligations regarding the processing of personal data in accordance with the Data Protection Laws.

13 Force Majeure

13.1 Other than in respect of the Merchant's obligation to pay applicable Charges and/or Refund Charges, neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever, including, but not limited to, any damages, whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to a Force Majeure Event.  Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure Event.

13.2 If either party shall become aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay on its part, it shall promptly inform the other party of the period for which it is estimated that such failure or delay shall continue. The affected party shall, as far as reasonably possible, provide regular updates to the other party during the period of any Force Majeure Event including information about the impact on the Services.

13.3 If any Force Majeure Event affecting Reveni subsists for a period of ninety (90) days or more, the Merchant may terminate this Agreement on written notice with immediate effect without any cost or liability whatsoever.

14 Legal compliance

14.1 Each party shall:

(a) comply with all Applicable Laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements");

(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if the activity, practice or conduct was carried out in the UK;

(c) have and shall maintain in place throughout the Term its own policies and procedures, to ensure compliance with the Relevant Requirements, and will enforce them as they deem appropriate;

(d) promptly report to the other party any request or demand received by a party in connection with the performance of this Agreement to offer, promise or give any undue financial or other advantage of any kind; and

(e) promptly notify the other party if it or any person engaged by it is prosecuted, charged or convicted of any offence under the Relevant Requirements or any violation (suspected or actual) of any policies or procedures under this clause 14.1.

14.2 Each party represents and warrants that:

(a) it nor its officers or employees have been convicted of any offence under the Relevant Requirements; and

(b) as at the Effective Date, no charges relating to bribery or corruption have been brought against it or any person engaged by it.

14.3 For the purpose of this clause, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued under section 9 of that Act). For the purposes of this clause 14, any approved subcontractor of Reveni under this Agreement will be deemed to be a person associated with Reveni.

14.4 Each party shall comply with all applicable laws, regulations, codes and sanctions relating to the prevention of slavery and human trafficking, including the Modern Slavery Act 2015.

15 General provisions

15.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Agreement had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of any such severance, the parties shall negotiate in good faith with a view to replacing the provisions so severed with legal and enforceable provisions that have similar economic and commercial effect to the provisions so severed.

15.2 No variation or alteration of the Agreement shall be effective unless in writing and signed by the parties.

15.3 The failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by this Agreement. A waiver of any breach of contract shall not constitute a waiver of any subsequent breach of contract. No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing. Except as expressly stated in this Agreement, no right or remedy conferred upon any party by this Agreement shall be exclusive of any other right or remedy howsoever arising and all such rights and remedies shall be cumulative.

15.4 This Agreement constitutes the entire understanding between the parties relating to the subject matter of this Agreement and supersedes all prior representations, writings, negotiations or understandings (whether in either case oral or written) with respect hereto, except in respect of any fraudulent misrepresentation made by a party.

15.5 Except in respect of any fraudulent misrepresentation made by a party, the parties acknowledge that they have not relied on any representations, writings, negotiations or understandings, whether express or implied (other than as set out in this Agreement) in entering into this Agreement.

15.6  This Agreement does not create, and shall not be construed as creating, any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to it.

15.7  Any notice or other communication made under this Agreement shall be provided through first class prepaid letter, or delivered by hand, to the recipient's address as set out in this Agreement or as updated from time to time. Such notice shall be deemed to have been given 48 hours after posting or upon actual delivery if delivered by hand during the recipient's usual business hours.

16 Governing Law and Jurisdiction

16.1 The Agreement shall be governed by and construed in accordance with English law.

16.2 The parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute or disagreement arising out of or in connection with the Agreement.

schedule 1 

Definitions and interpretation

1.  Definitions

1.1 The following definitions shall apply in the Agreement:

"Agreement" has the meaning given to it in clause 2.1;

"Applicable Law" to the extent that it applies to a party means any of the following:

(a)  any statute, regulation, by law, ordinance or subordinate legislation in force from time to time;

(b)  any binding court order, judgement or decree; and

(c)  any applicable industry code, guidelines, policy or standard;

"Business Day" means any day other than a Saturday, Sunday or public holiday on which banks in England are open for non-automated business;

"Charges" means the fees and charges payable by the Merchant for access to and use of the Service(s), as set out in the Merchant Order Form;

"Confidential Information" means in relation to a party information that:

(a)  is by its nature confidential; and/or

(b)  is designated by that party as confidential; or

(c)  the other party knows or ought to know is confidential; and

(d)  includes, but is not limited to, trade secrets, know-how, inventions, techniques, processes, software programs and other IT related information, documentation, schematics, procedures, contracts, customer bases, customer information, information regarding employees, policyholders or beneficiaries, financial information, budgets, sales, marketing, public relations, advertising and commerce plans, ideas, strategies, designs, projections, business plans, real estate plans, strategic expansion plans, products and product designs, sourcing information, potential product labelling and marking ideas, unpublished information relating to the Intellectual Property Rights of either party, and other non-public information relating to either party's business,

but in all cases excluding personal data;

"Consumer" any consumer which purchases Goods from the Merchant;

"Data Protection Laws" means to the extent applicable to this agreement, (i) the General Data Protection Regulation 2016/679 (" EU GDPR"); and (ii) the EU GDPR as implemented into the law of the United Kingdom by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020 and the Data Protection Act 2018  ("UK GDPR"), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and the Security of Network & Information Systems Regulations 2018, all as amended and/or replaced, and in force from time to time, and all other applicable laws and regulations relating to data protection and privacy.

"Disputed Charge" has the meaning set out in clause 7.5;

"Due Date" Means the date on which an invoice raised pursuant to the provisions of clause 7 falls, in accordance with its terms, due for payment;

"Effective Date" means the date of this Agreement, as set out on the Merchant Order Form;

"Exchange" means where a Consumer wishes to change a purchased Good for a different size/colour or similar Good (where permitted by the relevant Policy);

"Force Majeure Event" means an event outside a party's reasonable control, including without limitation: acts of God, flood, drought, earthquake or other natural disaster; 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; pandemics or public health emergencies; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to obtain a necessary licence or consent;

"Good" means any goods sold online by the Merchant to a Consumer;

"Initial Term" has the meaning set out in the Merchant Order Form;

"Insolvency Event" means any of the following:

(a)  the party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 as they fall due; or

(b) a resolution is passed for the administration of the party; or

(c)  the presentation of a petition for winding up of the party, which petition is not dismissed within twenty eight (28) days; or

(d) an order is made or a resolution is passed for winding up of the party, save for the purpose of a solvent reconstruction or amalgamation with the resulting entity assuming all the obligations of the entity that has been wound up; or

(e) if a receiver, administrative receiver, administrator, examiner, liquidator, provisional liquidator or similar officer is appointed over all or any part of the assets or undertaking of the party and is not discharged with thirty (30) days of such appointment; or

(f) the party enters into or proposes a "Voluntary Arrangement" as defined within Part 1 of the Insolvency Act 1986 or convenes a meeting of its creditors or makes a composition with its creditors generally or an assignment for the benefit of its creditors or other similar arrangement;

(g) the party goes into liquidation (voluntary or otherwise) other than a genuine solvent reconstruction or amalgamation;

(h) the party ceases, or threatens to cease, to carry on business or trade;

(i) any third party enforces a security interest over all, or substantially all, of the assets of the party; or any event analogous to paragraphs (a) to (h) above which occurs in any other jurisdiction to which the party is subject;

"Instant Exchange Service" means the service provided by Reveni pursuant to which a Consumer requests an Exchange in respect of a Good and where the new Good is sent by the Merchant prior to the Merchant receiving back the original Good. Further details of the Instant Exchange Service are set out on the Merchant Order Form;

"Instant Services" means the Instant Refund Service and Instant Exchange Services;

"Instant Refund Service" means the service provided by Reveni pursuant to which a Consumer can request a Return and receive a refund for that Good prior to it being received by the Merchant.  Further details of the Instant Refund Service are set out on the Merchant Order Form;

"Intellectual Property Rights" means all intellectual property rights including, but not limited to, patents, trade secrets, trademarks, service marks, trade names, copyrights and other rights in works of authorship (including rights in computer software), rights in logos and get up, inventions, moral and artists' rights, design rights, trade or business names, domain names, know-how, database rights and semi-conductor topography rights and all intangible rights and privileges of a similar nature analogous or allied to any of the above in every case whether or not registered or unregistered and all rights or forms of protection of a similar nature in any country;

"Merchant" means the entity identified as the Merchant in the Merchant Order Form;

"Merchant Brands" means the brands, trademarks, logo's, trade names and other identifiers of: (a) the Merchant; and/or (b) the Goods (whether or not the Goods are branded in the name of the Merchant or another third party);

"Merchant Connected Entities" has the meaning given to it in clause 6.4;

"Merchant Data" means all data, information and reports entered into or created through use of the Services, other than any Reveni Data and which may include personal data.

"Merchant Dependency" means the obligations on the Merchant or any third party employed or appointed by the Merchant in connection with the Services, as set out in this Agreement and / or the applicable Merchant Order Form;

"Merchant Order Form" means a mutually agreed description of particular Services, Charges and related details;

"Merchant Systems" means the Merchant's computer system including but not limited to any equipment, software, hardware, firmware, database or file, used in connection with receipt or use of the Services;

"Policies" has the meaning set out in clause 5.2(a);

"Refund Charges" means the amounts payable by the Merchant to Reveni in respect of the payment made by Reveni to a Consumer via the Instant Refund Service;

"Regulatory Body" means any regulatory or quasi-regulatory, administrative, or taxation body or court or listing authority which regulates or governs the Merchant and any replacement or successor body in any relevant jurisdiction from time to time;

"Rejected" means a Return or Exchange which has:

(a) not been received by the Merchant within the period referred to in the Merchant Order Form; or

(b) it has been received but it does not meet the Policy in respect of the condition of the returned Goods;

"Relevant Requirements" has the meaning given to it in clause 14.1(a);

"Return" means where a Consumer returns a Good to the Merchant;

"Reveni Brands" means the brands, trademarks, logo's, trade names and other identifiers of Reveni;

"Reveni Connected Entities" has the meaning given to it in clause 5.3;

"Reveni Data" means any information or data which is owned by or licensed to Reveni or is otherwise created by Reveni;

"Service(s)" means the service(s) to be provided by Reveni to the Merchant in as specified in the Merchant Order Form;

"Terms" has the meaning given to it in clause 2.1;

"Third Party Providers" means the third party providers who are contracted directly with the Merchant to provide services and with whom Reveni has agreed to integrate or work with in connection with the provision of its Services.  Where relevant further details of these third party providers and their interactions with Reveni in connection with the Services are set out in the Merchant Order Form;

"Year" means each period of 12 months commencing on the applicable Start Date and each anniversary thereof.

2. Interpretation

2.1  Headings

Headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of the Agreement.

2.2 References

(a) A reference to any statute, enactment, ordinance, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, ordinance, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

(b) References to "clauses" are references to the clauses of these Terms and references to "paragraphs" are references to attachments to, and paragraphs of, the schedules.

(c) A reference to person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

(d) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

(e) A reference to any gender shall include each and any other gender.

2.3 Conflicts

If there is any inconsistency between the main body of this Agreement, the schedules and any document attached to it or otherwise incorporated into this Agreement, the order of priority for the purposes of construction is as set out in the following descending order:

(a) the Merchant Order Form;

(b) the Agreement; and

(c) any other document incorporated by reference.