1. INTRODUCTION
1.1. Fast Refund Co Ltd, a company incorporated and registered in England and Wales under company number 13751491 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (“At Last”, “we”, “us” and “our”), publishes the platform www.atlast.co, accessible either directly or via the websites of our partners (being, along with any other website or application for web or smart devices published by At Last from time to time, the “Platform”).
1.2. The Platform provides an all-in-one returns service for users of the Platform (the “Customer”), allowing them to view and manage online returns. It assists Merchants (as defined below) by providing access to a returns platform that allows Customers to connect with and use At Last to complete their returns and helps Merchants to track returns and refunds.
2. WHAT ARE THESE TERMS?
2.1. The purpose of these terms and conditions (the “Terms”) is to set out the terms by which you, as a provider of goods or services who has registered an Account (as defined below) with us, being a third-party company (the “Merchant”, “your” and “you”) are permitted to access and use the Platform, as well as to set out our rights and obligations.
2.2. These Terms are only applicable to you if you are a Merchant. If you are a Customer, please view our Customer Terms and Conditions.
2.3. We encourage our Merchants to read these Terms thoroughly before creating an Account on the Platform. Within these Terms you will be informed of:
(a) how we provide the Services to you;
(b) details of any applicable fees;
(c) what to do in the event that you have any problems,
and other important information.
2.4. Please contact us using the details set out at clause 5.1 below if any of the information is unclear or further information is required.
3. BY USING THE PLATFORM YOU ACCEPT THESE TERMS
3.1. By using our Platform and Services, you confirm that you accept these Terms without amendment and that you agree to comply with them.
3.2. If you do not agree to these Terms, you must not use the Platform or the Services.
4. THERE ARE OTHER TERMS WHICH MAY APPLY TO YOU
These Terms refer to the following additional terms, which also apply to your use of the Platform:
(a) the Contract Details and Special Terms, including the information contained in the Annexes of the merchant services agreement (together being the “Merchant Services Agreement”), entered into between At Last and a Merchant from time to time. Where there is any conflict or ambiguity between these Terms and a term contained in the Merchant Services Agreement, the terms of the Merchant Services Agreement shall have priority over those contained in these Terms;
(b) our Service Level Agreement;
(c) our Privacy Policy; and
(d) our Cookie Policy
5. HOW TO CONTACT US
5.1. To contact us, please email support@atlast.co
5.2. If we need to contact you, we will do so by telephone or by writing to you at the email address you provided to us when you registered an Account (as defined below) with us.
6. ONBOARDING
6.1. As a Merchant, upon using the Platform for the first time you will be required to create an account (an “Account”) with us in order to use the Platform and access the Services.
6.2. We will request the following in order to create your Account:
(a) the name and relevant URL of the website or e-commerce platform you’d like to connect to At Last;
(b) the full name of the holder of the Account;
(c) the email address of the holder of the Account;
(d) your company’s name;
(e) your company’s registered number;
(f) your company’s registered address (if different from your home address); and
(g) your bank account details or billing details associated with any automated billing services used by you
6.3. At Last will register you with an Account on the terms set out in Annex A and your preferences relating to certain Services that will affect the Merchant Fees chargeable to you by At Last as detailed in clause 10.
6.4. If a Merchant is VAT registered, the Merchant must inform At Last and provide their VAT number and jurisdiction of registration upon creating an Account.
6.5. By creating an Account with us, you guarantee that the information you provided to us is accurate, complete and current at all times.
6.6. We have no obligation to honour your request to create an Account and may elect in our sole and absolute discretion to refuse your request to do so without giving any reason.
6.7. You will receive an email confirmation from At Last prompting you to set up an Account. Our acceptance of your registration with us takes place when you, the Merchant, click on the link in our email to set your password after which you will be redirected to the Dashboard (as defined below), at which point and on which date (the “Commencement Date”) a contract will come into existence between you and us (the “Contract”).
6.8. The Contract shall commence on the Commencement Date and continue for twelve (12) months (the “Initial Term”). At the end of the Initial Term (and each Renewal Term) the Contract shall renew for further consecutive periods of (3) three months (each a “Renewal Term”) unless no less than (60) sixty days’ notice is given by you or us to terminate and such notice shall expire no later than the last day of the Initial Term or Renewal Term (as applicable) (the “Subscription Term”).
6.9. At Last does not use passwords for Customer logins. To log into the Platform, all your Customers will need is the email address they used to purchase their Order with. Upon entering their email address on the login screen, At Last will automatically send an email with a secure sign-in link. The Customer can click on the link to gain access to their Account.
6.10. At Last requires Merchants to enter an email and password to access the Platform using the Dashboard control centre (the “Dashboard Control Centre”). This is provided by At Last when you sign up for an Account and can be reset by you at any time by using the Dashboard Control Centre.
6.11. You are responsible for the security of your Account details and/or login details associated with any relevant email account used to access your Account. At Last will accept no responsibility for any loss or damage suffered to any Merchant as a result of sharing any Account details, including but not limited to sharing or losing any relevant email account login details or any security breach related to such email account.
6.12. You must inform At Last immediately if you believe that your Account and/or login details associated with any relevant email account used to access your Account have been lost, stolen, misused, or compromised in any way. You irrevocably authorise At Last to take any measures we consider appropriate in our sole and absolute discretion to protect your Account and/or the Platform.
7. SERVICES
7.1. Once your Account has been created, At Last will endeavour to allow you to access our Platform to:
(a) personalise your Customer interface with your own branding;
(b) facilitate and manage Returns placed by Customers in one central place (the “Dashboard”);
(c) manage contracts and arrangements with Carriers; and
(d) incorporate the terms of your existing returns policy onto the Platform using our resources,
as further detailed in these Terms or the Merchant Services Agreement from time to time (the “Services”).
7.2. At Last shall, during the term of the Contract (as defined below), provide the Services to the Merchant corresponding to the commercial and technical needs of the Merchant in accordance with its Service Level Agreement and good industry practice, on and subject to these Terms.
7.3. We will supply the Services to you until you terminate your Account with us or we end the Contract in accordance with these Terms.
7.4. The Merchant must provide At Last with information and data in its possession as soon as possible in order to facilitate At Last’s identification and correction of faults.
7.5. It is your responsibility to ensure that:
(a) you cooperate with us in all matters relating to the Services;
(b) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
(c) you allow us access to any such business operations as we require in order to carry out the Services.
7.6. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.5 (“Your Default”):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14;
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7.7. At Last:
(a) does not warrant that:
(i) the Merchant’s use of the Services and the Platform will be uninterrupted or error-free; or
(ii) the Platform will be free from Vulnerabilities or Viruses,
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and the Merchant acknowledges that the Services and the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.8. These Terms shall not prevent At Last from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
7.9. During the term of the Contract, At Last shall be the exclusive provider of the Services to the Merchant. The Merchant shall not seek or accept similar services from other providers unless prior written approval is obtained from At Last, at At Last’s sole and absolute discretion. Where the Merchant is in breach of this clause 7.9, At Last may exercise its rights under clause 15 to terminate the Contract.
7.10. Each of At Last and the Merchant acknowledge and agree that neither At Last nor the Merchant are electronic money issuers (as defined in the FCA handbook) and that no electronic money (as also defined in the FCA handbook) is being issued by either At Last or the Merchant under these Terms.
8. MAKING A RETURN
8.1. When Customers register with us and enter their email address on the Platform, At Last will automatically collate any orders they have made with you and that are available to return (an “Order”).
8.2. At Last uses Order information it receives from you via the Platform to enable Customers to select from Orders they have placed and choose any item(s) they wish to return (a “Return”) in exchange for the issue of a refund (a “Refund”).
8.3. Once a Customer has chosen to process a Return and the form of Refund, they will be presented with the terms of the relevant returns and/or cancellation policy applicable to their Order, as issued or set by you from time to time using the Dashboard (the “Returns Policy”), and must arrange to return the item(s) to you accordingly.
8.4. Merchants are encouraged to ensure the Returns Policy applied via the Dashboard reflects its own business operations and is adapted and customised accordingly. At Last will not be liable for any loss or damage, including without limitation, any loss of profit, which may arise directly or indirectly from your misuse of the Returns Policy feature on the Platform. You acknowledge that you bear responsibility for your own decisions and At Last shall not be held liable for any decision made, or action taken based upon reliance or use of the resources obtained via the Platform.
8.5. You hereby acknowledge and understand that you are solely responsible for ensuring that a policy containing identical terms and conditions to the Returns Policy is properly incorporated into your own website and/or e-commerce platform and the contract formed with the Customer, prior to accepting any Orders in compliance with applicable consumer law. The Merchant undertakes that it shall not seek to use any Returns Policy to amend the statutory rights and consumer protections usually granted to a person upon the purchase of any goods or services from the Merchant.
8.6. At Last will email the Customer a QR Code, or label, along with relevant instructions, which can be used to return item(s) to you via an established courier service (“Carrier”). The Merchant’s preferences in relation to Carriers shall be indicated by the applicable Fees set out at Annex B of the Merchant Services Agreement, as updated or amended by mutual agreement in writing between At Last and the Merchant from time to time and to be charged in accordance with clause 10.
8.7. Subject to availability of their chosen Carrier, the Customer can complete their Return by either:
(a) taking it to a chosen Carrier drop-off point and having the Carrier scan the QR Code using the Platform (a “Drop-Off”); or
(b) using the Platform to arrange for a Carrier to collect the Return from their home or a designated location and having the Carrier scan the QR Code (a “Collection”).
8.8. Customers are not permitted to return the items to At Last and we are not able to process and/or issue refunds on behalf of Merchants.
8.9. You acknowledge and understand that each Customer shall be solely responsible for any item(s) returned to you by way of a Carrier and accordingly we shall not be liable for any item(s) lost or damaged in transit and/or undelivered, whether due to the fault of you or the Customer. It is your responsibility to confirm that you are not at risk of liability if the wrong item is sent back by the Customer or if the item is damaged or lost in transit by the Carrier.
8.10. Whether the Return is a Drop-Off or a Collection, a Return must be initiated within the returns deadline specified in the Returns Policy set by the Merchant from time to time for the Customer to qualify for a Refund (a “Return Event”).
8.11. Upon the occurrence of a Return Event, At Last will, Carrier permitting, receive proof of postage and a tracking number for the Return and automatically share this with the Customer and you. The progress of the Return can then be tracked via the Platform.
9. REQUESTING A REFUND
9.1. At no additional charge to you, the Customer will be able to request a refund to the payment method used to purchase the Order (a “Standard Refund”). Where a Customer requests a Standard Refund, the Customer will be entitled to receive the Standard Refund once you have received and processed the Return at your warehouse or any other location designated from time to time, at your sole discretion and following any relevant item inspection being carried out in line with your Returns Policy. You are responsible for issuing the Refund to the Customer using the original payment method used to pay for the Order as soon as possible and in any event, as specified in your Returns Policy
9.2. The Merchant acknowledges and understands that it is solely responsible for ensuring that At Last has all such Order and payment information it requires in order to notify the Merchant to issue Refund to the Customer on its behalf in accordance with clause 9.1. At Last shall not be liable to the Customer in respect of any late Refunds where such delay is caused by the Merchant’s failure to provide At Last with access to up-to-date Order and payment information and materials.
9.6. If, for any reason, a Return Event is not completed within the specified deadline and/or in accordance with your Returns Policy, you acknowledge that the Customer shall be solely responsible and liable to you in accordance with your Returns Policy to settle any sums due in respect of any such item(s).
9.7. At Last, acting in its own capacity and in line with your Returns Policy, reserves the right to in our sole and absolute discretion:
(a) enforce any withholding of a Standard Refund or any part of a Standard Refund; and
(b) suspend and/or block access to a Customer Account,
where that Customer consistently fails to complete a Return due to a breach of your Returns Policy.
10. MERCHANT FEES
10.1 Our Platform is currently made available to Merchants on a minimum volume and revenue basis depending on the Applicable Tier (as defined below) set out in Annex A of the Merchant Services Agreement. The Applicable Tier is based on the monthly average volume of Returns made via the Platform in connection with a Merchant and is subject to Minimum Monthly Volume, Minimum Monthly Revenue and Minimum Annual Revenue targets as set out in Annex A (the “Applicable Tiers”). For the avoidance of doubt, the Applicable Tiers are not based on a minimum contractual term.
10.2. Subject to the applicable Special Terms, At Last may charge the Merchant various fees for Services it provides as may be specified in Annex B to the Merchant Services Agreement from time to time in accordance with the provisions of this clause 10 (together being the “Merchant Fees”).
10.3. Merchants can choose whether to allow Customers to make Returns free of charge or whether to impose a fee for each Return (the “Cost To Return”) by amending their Returns Policy via the Dashboard. Where Customers are charged the Cost To Return, At Last shall charge the Merchant a fee to reflect the cost of processing the Customer’s payment via the Stripe Payment Gateway (“Stripe”), as specified in Annex B to the Merchant Services Agreement from time to time (the “Processing Fee”).
10.4. At Last shall charge all applicable Merchant Fees to the Merchant on the first day of each calendar month (each a “Billing Date”) in respect of Returns made by Customers during preceding monthly period throughout the Term (including the Initial Term and any Renewal Term). All Merchant Fees shall be exclusive of VAT which shall be chargeable in addition to the Merchant Fees.
10.5. Where the Merchant charges Customers for the Cost To Return, At Last shall take payment directly from the Customer at the time the Return is made on the Platform via Stripe and settle such amount with the Merchant, less any applicable Merchant Fees incurred during the relevant time period, on the next relevant Billing Date.
10.6. Where the Merchant offers free Returns to its Customers, At Last shall provide the Merchant with an invoice on or around each Billing Date in respect of all applicable Merchant Fees incurred during the relevant period. The Merchant shall pay each invoice within seven (7) days of receipt.
10.7. You acknowledge and understand that you are responsible for ensuring your correct payment preference and bank details are provided to At Last.
10.8. Where in any given month the Merchant either:
(a) does not meet one or all of the minimum targets of the Applicable Tier as set out in Annex A of the Merchant Services Agreement; or
(b) exceeds the minimum targets of the next highest Applicable Tier,
At Last may, in its sole and absolute discretion and upon the provision of at least seven (7) days’ advance notice to the Merchant, elect to move the Merchant to an alternative Applicable Tier and amend the applicable Merchant Fees accordingly. The notice provided by At Last in accordance with this clause 10.8 shall contain a new Merchant Services Agreement reflecting the new Applicable Tier and, where relevant, incorporate any other terms of the Contract to be amended or updated from time to time (the “New Contract”). Where At Last issues a notice in accordance with this clause 10.8, the Merchant shall within five (5) business days’ of the date of the notice, return to At Last a signed copy of the New Contract, which, once signed by At Last, shall constitute an affective variation to the Contract in accordance with clause 13.3.
10.9. Where a signed copy of the New Contract is not returned to At Last by the Merchant within the deadline specified in clause 10.8 At Last shall nevertheless be entitled to charge the Merchant any new Merchant Fees in accordance with the New Contract as if signed and returned in accordance with clause 10.8.
10.10. In utilising the return rates provided by us, you acknowledge that the cost of carriage may be subject to periodic reviews and subsequent adjustments by our carriage partners. Accordingly, these costs may increase annually, effective from the commencement of any Renewal Term, but any such increase will not exceed 10% per annum.
11. AVAILABILITY OF THE PLATFORM
11.1. At Last does not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. We shall not be liable for any loss or damage caused by any inability to access the Platform, or any feature or functionality of the Platform.
11.2. At Last may amend, suspend, withdraw or restrict the availability of all or any part of the Platform or platform for various reasons, including but not limited to, the following:
(a) dealing with technical problems or making minor technical changes, At Last will endeavour to provide technical support;
(b) updating the Platform, Rewards, and/or Return Policy to reflect changes in relevant laws and regulatory requirements; and
(c) making changes to the Platform, Rewards, and/or or Return Policy as requested by you or notified by us to you.
11.3. We will try to give you reasonable notice of any suspension or withdrawal.
11.4. You are also responsible for ensuring that all persons who access the Platform and/or the Services through an internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
12. YOUR USE OF THE PLATFORM AND ITS CONTENT
12.1. All information available and displayed on the Platform (the “Content”) and the copyright and other intellectual property rights in that Content belongs to or has been licensed by At Last, unless specifically labelled otherwise.
12.2. You may access, view and use the Platform only in accordance with these Terms.
12.3. You are responsible for configuring your platform and/or website in order to access the Platform and are responsible for implementing your own Virus (as defined below) protection software.
12.4. You undertake to comply fully with any and all local, national or international laws and regulations that apply to your use of the Platform.
12.5. You shall:
(a) provide At Last with:
(i) all necessary co-operation in relation to these Terms; and
(ii) all necessary access to such information as may be required by At Last;
in order for At Last to provide you with access to the Platform and the Services;
(b) without affecting your other obligations under these Terms, comply with all applicable laws and regulations while using the Platform;
(c) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to At Last data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and
12.6. The Merchant must not at any point during their use of the Platform, creation of Return Policy do anything which may circumvent At Last.
12.7. The Merchant shall not distribute or transmit any material during the course of its use of the Platform, including without limitation managing Returns that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
(f) is designed to facilitate or result in spam, or the unnecessary and/or unlawful use of personal data of Customers and/or Merchants; or
(g) is otherwise illegal or causes damage or injury to any person or property.
At Last reserves the right, without liability or prejudice to its other rights, to disable access to any material that breaches the provisions of this clause 12.7.
12.8. The Merchant shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(c) access all or any part of the Platform in order to build a product or service which competes with At Last and/or the Services; or
(d) use the Platform to provide services to third parties; or
(e) use the Platform in any way or for any purpose that is unlawful or fraudulent; or
(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform or any Content on it otherwise than in accordance with these Terms; or
(g) introduce or permit the introduction of, any worms, Trojan horses, viruses and other similar things or devices (each a “Virus” and together the “Viruses”) any Virus into At Last’s network and information systems.
12.9. The Merchant shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify At Last.
12.10. You are expected at all times to be polite and respectful when managing Returns and providing Rewards using the Platform and agree to comply with these Terms and the Privacy Policy at all times.
12.11. Use reasonable endeavours to procure that the Merchants include some script provided by At Last on their website and display an At Last returns button on their website that complies with our “button guidelines” which can be viewed at www.atlast.co/legal/launch-button-guidelines;
13. CHANGES TO THESE TERMS AND THE CONTRACT
13.1. Subject to the remaining provisions of this clause 13, no variation of the Merchant Services Agreement shall be effective unless a New Contract is agreed and signed by each of the Merchant and At Last (or their authorised representatives).
13.2. Notwithstanding clause 13.1, we may amend and update these Terms from time to time. We will notify you of any changes to these Terms by emailing you at the email address associated with your Account and/or by posting a notice on the Platform.
13.3. By continuing to use the Platform and/or by managing any returns or using any other service on the Platform after any change to these Terms has been notified to you in accordance with clause 13.2, you are deemed to have agreed to the amended Terms.
14. TERMINATION
14.1. We may terminate these Terms and your access to the Platform immediately if you are in material breach of any of the provisions, clauses or terms contained in these Terms and either the breach is incapable of remedy or the breach is not remedied within a period of seven (7) days after we have given you written notice of it.
14.2. We may terminate these Terms and your access to the Platform immediately at any time by writing to you, for reasons including but not limited to, the following:
(a) if any information provided by you is found to be untrue, inaccurate, out of date or incomplete;
(b) if you act in any way that has brought, or could bring, At Last into disrepute;
(c) if you commit any criminal offence;
(d) if you fail to grant At Last appropriate access to Order and payment information of Customers in breach of clause 9.6;
(e) if you fail to meet the deadline specified in clause 10.8; or
(f) if we are no longer able to provide the Platform and/or the Services to you.
14.3. You may cancel the Contract and terminate these Terms at any time during the Initial Term and each Renewal Term by contacting us at business-support@atlast.co. If you decide to cancel the Contract a termination fee will apply and you will not be entitled to a refund of the whole or part of any fee you have already paid for the Services (the “Termination Fee”). The Termination Fee will be equal to the higher of:
(a) the committed monthly volume in Annex A of the Merchant Services Agreement multiplied by the number of months remaining until the expiry of the Initial Term (or any Renewal Term); or
(b) the average of the aggregate amount of Merchant Fees incurred by the Merchant during the period of three (3) months preceding the date of the Merchant’s request to cancel in accordance with this clause 14.3, multiplied by the number of months remaining until the expiry of the Initial Term (or any Renewal Term).if you act in any way that has brought, or could bring, At Last into disrepute;
15. DISCLAIMER, LIMITATION OF LIABILITY AND NO WARRANTY
15.1. We make all reasonable efforts to ensure that the Content contained on the Platform is complete, accurate and up to date. We make no warranties, representations or guarantees (express or implied) that this will always be the case.
15.2. Nothing in these Terms excludes or limits our liability for death or personal injury arising from negligence or fraud, or any other liability that cannot be excluded or limited by the laws of England and Wales.
15.3. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to any Orders, Returns, Return Policy, the Platform, or any Content on the Platform, whether express or implied.
15.4. The total liability of At Last under any Contract with you and these Terms is limited to the amount invoiced by At Last during the preceding twelve (12) months.
15.5. In no event shall At Last, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to any Merchant for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) the use of, or inability to use, the Platform;
(b) the inability to complete a Return and/or issue a Refund for any reason;
(c) any injury or harm to you caused by a Customer;
(d) the use of, or reliance on, the Return Policy and any Content displayed on the Platform.
15.6. At Last, its shareholders, directors, officers, employees and/or agents will not be liable for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss of business opportunity, goodwill or reputation; or
(e) any indirect or consequential loss or damage.
15.7. We will not be liable for any loss or damage caused by a Virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programmes, data or other proprietary material due to your use of the Platform.
15.8. You agree to indemnify and hold At Last and its related companies, and each of their respective shareholders, directors, officers, employees and agents harmless from and against any third party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of your use of the Platform in breach of these Terms or your violation of any law or the rights of any third party.
15.9. In no event shall At Last, its employees, agents and sub-contractors be liable to the Merchant to the extent that the alleged infringement is based on:
(a) a modification of the Services by anyone other than At Last;
(b) the Merchant’s use of the Services in a manner contrary to the instructions given to the Merchant by At Last; or
(c) the Merchant’s use of the Services after notice of the alleged or actual infringement from At Last or any appropriate authority.
15.10. You acknowledge and agree that we are not responsible for the accuracy of any information published on the Platform by other Merchants or Customers and we do not warrant that any information appearing on the Platform is accurate, true or complete. If you believe that any information appearing on the Platform is incorrect, you should inform At Last of the information that you consider to be inaccurate, and we will seek to inform the other Merchant or Customer who posted the information that you consider it to be inaccurate. At Last specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Platform.
15.11. You acknowledge that we are not the seller of any goods and/or services purchased by Customers and/or returned using the Platform and have no liability for any act or omission by you, any defective products sold by you and/or any other matter relating to Returns. At Last specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of the acts/and or omissions of any given Merchant and/or Customer.
15.12. You acknowledge that you bear responsibility for your own decisions and At Last shall not be held liable for any decision made, or action taken based upon reliance or use of the resources obtained via the Platform.
15.13. Although we endeavour to provide Customers with technical support, our responsibility is limited to an operator of the Platform and we do not enter into any contracts with Customers for the purposes of selling goods and/or services. All goods and/or services are provided by Merchants and shared with Customers through our Platform. A contract will be deemed to have been entered into directly between the Customer and Merchant when an Order is confirmed by the Merchant. We do not take any responsibility for any Orders provided by a Merchant, any contract entered into between a Customer and a Merchant via the Platform or otherwise, or the conduct of any Customer or Merchant
16. HOW WE MAY USE YOUR PERSONAL DATA
16.1. In this clause 16, “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK implementation of the General Data Protection Regulation ((EU) 2016/679) as implemented by the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and, to the extent that the General Data Protection Regulation ((EU) 2016/679) applies to the processing of any Personal Data, such legislation as in force from time to time.
16.2. At Last will comply with all Data Protection Legislation. This clause 16.2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
16.3. Details of At Last’s approach to processing personal data can be found in our Privacy Policy.
16.4. At Last is the data controller in respect of any personal data that the Merchant provides to At Last when signing up to and using the Platform.
16.5. The Merchant is the data controller in respect of any personal data provided by Customers directly to the Merchant when making an Order, or otherwise engaging with the Merchant on their platform or via the Platform.
16.6. We may from time to time provide you with personal data in respect of Customers who engage with any Return offered by you via the Platform. At Last is the data controller in respect of such personal data and you undertake to comply with the Data Protection Legislation and any processing agreement in place between you and us when processing such personal data.
16.7. From time to time you may collect personal data from Customers who complete forms and/or otherwise engage with you directly on your website and other platforms, including without limitation when a Customer makes an Order. You are the data controller in respect of all such personal data in such circumstances.
17. INTELLECTUAL PROPERTY RIGHTS
17.1. The Merchant acknowledges and agrees that At Last and its licensor(s) are the sole owners of and all intellectual property rights in, the Platform, which includes any software, domains, and Content made available through the Platform. The Platform is protected by UK and other intellectual property rights laws. All such rights are reserved.
17.2. Subject to the Merchant paying the relevant Merchant Fees in accordance with clause 11, At Last permits Merchants who have created an Account to use the Platform a terminable, non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services, the Platform and its operating applications during the Subscription Term solely for the Merchant’s business operations (the “Rights”).
17.3. Except as expressly stated herein, these Terms do not grant the Merchant any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform.
17.4. The Merchant may not sell, export, license, modify, copy, distribute or transmit the Platform (or any part of it) without At Last’s prior express written consent. The Merchant acknowledges and agrees that At Last retains full and complete ownership of the granted Rights, the right to dispose of them and to freely grant licences thereof to whomsoever it chooses.
17.5. Any unauthorised use of the Platform may result in the termination of the limited licence granted by At Last. At Last reserves the right to terminate the limited licence in respect of the Merchant in its sole and absolute discretion.
17.6. At Last and its graphics, logos, icons and service names related to the Platform are registered and unregistered trademarks or trade dress of At Last. They may not be used without At Last’s prior express written permission.
17.7. All other trademarks not owned by At Last that appear in connection with the Platform are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by At Last. At Last accepts no liability for any unauthorised use of any trademarks by any Customer, Merchant or third party.
17.8. When you create an Account with us and post and/or upload content (for example, your own logos and/or branding) to customise your platform, you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and use that content in connection with the Services and across different media, including to promote the Platform or the Services, until the expiry of the Initial Term and each Renewal Term or for such period of time as we require to use such material in conjunction with other materials on the Platform.
17.9. Notwithstanding the previous provisions of this clause 17, each of the Merchant and At Last retain all rights and title to its intellectual property rights including in its brand or trade names.
18. WHAT SECURITY MEASURES DOES AT LAST HAVE IN PLACE?
18.1. Whilst At Last has implemented commercially reasonable technical and organisational measures to secure the any personal data from unauthorised use, At Last cannot guarAt Laste that unauthorised third parties will never be able to defeat those measures. At Last accepts no liability for any losses associated with any unauthorised use.
18.2. The Merchant acknowledges that it provides personal and other information at its own risk.
18.3. By downloading, using and/or accessing in any way the Platform and/or material provided through the Platform, the Merchant consents to receiving electronic communications and notices from At Last.
18.4. The Merchant agrees that any notice, agreement, disclosure or other communications that At Last sends to the Merchant electronically will satisfy any legal communication requirements, including that such communications be in writing.
19. OTHER IMPORTANT TERMS
19.1. In providing you with access to the Platform and the Services, At Last reserves the following rights, and, in accessing, browsing or otherwise using the Platform, you grant to us and agree that At Last shall have the following rights:
(a) the right to refuse or withdraw your right to use the Services or access the Platform without liability, in accordance with applicable laws for any reason at any time (with or without notice) if, in At Last’s sole and absolute discretion, you violate, attempt to violate or breach any of these Terms or applicable law;
(b) the right to amend or update the Platform, any charges for payment, billing methods or these Terms from time to time;
(c) the right to without notice, remove Content or materials from your account for any reason whatsoever at our sole and absolute discretion, including without limitation Content which is unlawful, offensive, threatening, libellous, defamatory, obscene or which infringe third party rights, or where the account is used to propagate any such Content;
(d) the right to access your Account in order to respond to a request for technical support so long as we maintain reasonably appropriate administrative physical and technical safeguards for the protection of the security and confidentiality and integrity of your data; and
(e) the right to terminate, without notice, your Account and delete any associated data from the Platform if your Account has been inactive or disabled for ninety (90) days or more.
19.2. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to terminate these Terms no less than seven (7) business days’ after we tell you about our intention to transfer.
19.3. You may only transfer your rights or your obligations under these Terms to another person or entity if we agree to this in writing.
19.4. These Terms are between you and us. No other person or entity shall have any rights to enforce any of these Terms.
19.5. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
19.6. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of you breaching any of these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
19.7. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.8. These Terms and the Merchant Services Agreement, as amended from time to time, together with our Privacy Policy and Cookie Policy constitute the entire agreement between you and At Last in relation to your use of the Platform and supersede any prior representations, inducements or agreements relating to its subject matter.
19.9. You agree that these Terms and any claim, dispute or controversy arising out of in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims), the Platform, At Last’s advertising or any related transaction between you and At Last shall be governed by and construed in accordance with the law of England and Wales. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
