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 accessible via the website(www.atlast.co), the websites of our partners and on the Android and iOS app stores under the name “At Last” (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 in one place quickly and easily. It assists third-partycompanies (“Merchants”) by providing access to a returns platform that allows Customers to connectwith and use At Last to complete their returns.
1.3. The Platform also assists third-party "Multi-Tenant Company" (such as Third Party Logistics companies) or by providing them access to the Platform whereby they can create and configure returns portals (each a “Portal”) for each of their contracted Merchants. The Client will have access to a dashboard listing the Returns (as defined below) for each of their contracted Merchants allowing them to manage the Returns in one central place (“Dashboard”).
2.WHAT ARE THESE TERMS?a
2.1. The purpose of these terms and conditions (the “Terms”) is to set out the terms by which you (the “Client”, “your” and “you”), as a provider of Multi-Tenant Company services who has registered an Account (as defined below) with us, being a third-party Multi-Tenant provider, 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 Client. If you are a Customer or Merchant please view our Customer Terms and Conditions or Merchant Terms and Conditions.
2.3. We encourage our Clients 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; and
(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.
3.1. 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.
These Terms refer to the following additional terms, which also apply to your use of the Platform:(a)our Privacy Policy; and(b)our Cookie Policy.
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.
6.1. 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 full name of the holder of the Account;
(b)the email address of the holder of the Account;
(c)your company’s name;
(d)your company’s registered number;
(e)your company’s registered address ; and
(f)your bank account details.
6.3. At Last will register you with an Account based on the Applicable Commitment Tier set out in the Payment Terms in the cover sheet hereto.
6.4. If a Client is VAT registered, the Client must inform At Last and provide their VAT number and jurisdiction of registration upon creating an Account. If at any time after creating an Account, the Client becomes VAT registered, they must inform At Last .
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 (“Onboarding Email”) from At Last to set up your Account. Our acceptance of your registration with us takes place when you, the Client click on the link in the Onboarding Email to set your password after which you will be redirected to the Dashboard. 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 twenty-four (24) months (the “Initial Term”). At the end of the Initial Term (and each Renewal Term) the Contract shall renew for further consecutive periods of (12) twelve 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 requires you to enter an email and password to access the Platform using the dashboard control centre (“Dashboard Control Centre”). This is provided by At Last in our Onboarding Email when you sign up for our services. Your password can be reset by you using the Dashboard Control Centre.
6.10. 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 you 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.
6.11. 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.
7.1. Once your Account has been created, At Last will provide you access to our Platform to:
(a)create up to the number of Portals set out in the Payment Terms in the cover sheet for your Merchants;
(b)configure each of the Portals you have created to include the Merchant’s branding and incorporate the Merchant’s Returns Policy (as defined below); and
(c)view and manage Returns placed by Customers via your Merchants via the Dashboard on the Platform.
as further detailed in these Terms, the Special Terms and the Contract Details from time to time (the “Services”).
7.2. We may also give access to the Platform to your contracted Merchants to view their Returns on the Platform on your instruction. In order to do so you must provide At Last with the details of the Merchant and confirm that the Merchant has entered into a document substantially in the form of the Annex hereto (a “Merchant Addendum”). At Last will then provide the Merchant with separate log in details accordingly. You agree to provide AT Last with an executed Merchant Addendum for each Merchant given access to the Platform prior to that Merchant being given access to the Platform and/or the Services.
7.3. At Last shall, during the term of the Contract (as defined below), provide the Services to the Client corresponding to the commercial and technical needs of the Client and in accordance with good industry practice, on and subject to these Terms and the Contract.
7.4. We will supply the Services to you until you terminate your Account with us or we end the contract in accordance with these Terms.
7.5. At Last undertakes to provide the Client with technical support on business days between 9:30am and 7:00pm (GMT). The Client 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.
7.6. 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.
7.7. 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.
7.8. At Last:
(a)does not warrant that:
(i)the Client’s and their 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 Client acknowledges that the Services and the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.9. 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.
7.10. Each of At Last and the Client acknowledge and agree that neither At Last nor the Client 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 Client under these Terms.
7.11. During the term of the Contract, At Last shall be the exclusive provider of the Services to the Client. The Client 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 Client is in breach of this clause 7.11, At Last may exercise its rights under clause 14 of the Terms and Conditions to terminate the Contract.
8.1. When Customers register with us and enter their email address on the Platform, At Last will endeavour to automatically collate any orders they have made with your Merchant and that are available to return (an “Order”).
8.2. At Last uses Order information it receives from you and the Merchants via the Platform to enable Customers to select from Orders they have placed and choose any item(s) they wish to return (a “Return”).
8.3. Once a Customer has chosen to process a Return, they will be presented with the terms of the relevant returns and/or cancellation policy issued by your Merchant from time to time and as displayed on the Merchant’s Portal (the “Merchant Returns Policy”) and must arrange to return the item(s) to your Merchant in accordance with such Merchant Returns Policy.
8.4. The amount Customers will be charged for a Return will be set out on the Merchant’s Portal as agreed between you and your Merchants from time to time (“Carrier Fee”). If no charge is to be applied and the Merchant wishes to offer the Customer ‘free returns’ this must be specified on the Portal. The Carrier Fee is to be collected from the Customer on the Platform via Stripe payment gateway at the time the Return is requested,
8.5. At Last will email the Customer a QR Code, or label, along with relevant instructions, which can be used to return item(s) via the courier service as agreed between you and the Merchant from time to time (“Carrier”).
8.6. Customers are not permitted to return the items to At Last and we are not responsible for processing and/or issuing refunds on behalf of the Client or their Merchants.
8.7. You acknowledge and understand that each Customer shall be solely responsible for any item(s) returned 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, your Merchant or the Customer. It is your responsibility to confirm that you and your Merchants 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.
8.8. Upon the occurrence of a Return, At Last will, Carrier permitting, receive proof of postage and a tracking number for the Return and automatically share this with the Customer, the Merchant and You. The progress of the Return can then be tracked via the Platform.
8.9. At Last provides Customers with additional support resources via the Platform to assist them in placing a Return.
9.1. Each Merchant Portal must contain a copy of their own returns policy. At Last will ensure that the Merchant Returns Policy is published on the Platform prior to allowing any Customer to make a Return with a Merchant.
9.2. 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.
9.3. 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 your Merchants and shared with Customers through our Platform. A contract will be deemed to have been entered into directly between the Customer and your Merchant when an Order is confirmed by the Merchant. We do not take any responsibility for any Orders provided by your Merchants, any contract entered into between a Customer and your Merchants via the Platform or otherwise, or the conduct of any Customer or Merchant.
10. FEES
10.1. You will be required to subscribe to a package summarised in the Payment Terms in the cover sheet. Under each package you will be charged a monthly fee (the “Monthly Fee”) with effect from the date specified in the Payment Terms with a number of returns included per month (the “Returns Allowance”) and should you exceed the Returns Allowance in respect of a particular month, you will also be charged the Label Fee as set out in the Payment Terms per each excess label. Each package contains a maximum number of portals included in the subscription as set out in the Payment Terms. You may subscribe for bundles (which are in addition to any package) as set out in the cover sheet and/or agreed in writing with At Last from time to time.
10.2. For each Return, a Processing Fee will apply to the Client as outlined in the Payment Terms and in accordance with the relevant Carrier Fee (such fees being the “Client Fees”). At Last reserves the right to increase the Client Fees on sixty (60) days written notice to the Client.
10.3. All Monthly Fees and Client Fees shall be exclusive of VAT which shall be chargeable in addition to the Client Fees.
10.4. Where the Client or Merchant charges their Customers a Carrier Fee for their respective Merchant Portal via the At Last platform, At Last shall be permitted to charge the Client the applicable Client Fees by deducting the applicable amount from the total Carrier Fees charged as set out in the Payment Terms (the “Settlement Payment”). The Settlement Payment will be made once monthly to the merchant on a rolling basis on every 1st of the month during the Subscription Term. The Settlement Payment will include any Carrier Fees from the previous calendar month made available by our payment provider (Stripe) for that time period, less any applicable Client Fees, Monthly Fee and Label Fees from that same time period.
10.5. At Last reserves the right to invoice for any outstanding Client Fees, Monthly Fee and/or Label Fees on the first day of the calendar month for the preceding month's usage. Our invoices have seven (7) day payment terms. All recurring payments shall be made via At Last’s designated automated payment provider and you undertake and agree to procure that a standing order or direct debit is set up and maintained in effect using At Last’s designated automated payment provider.
10.6. You acknowledge and understand that you are responsible for ensuring your correct payment preference and bank details are provided to At Last.
10.7. In utilising any 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 anniversary of the commencement date of this agreement, but any such increase will not exceed 10% per annum.
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 to reflect changes in relevant laws and regulatory requirements; and
(c) making changes to the Platform 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.
12.1. 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 information about your Merchants and, prior to the Merchant being provided with access to the Platform and Service, a copy of a signed Merchant Addendum for each of your Merchants;
(ii) all necessary co-operation in relation to these Terms; and
(iii) 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
(d)ensure that your network and systems comply with the relevant specifications provided by At Last from time to time.
12.6. You and your Merchants must not at any point during use of the Platform do anything which may circumvent At Last.
12.7. You shall not distribute or transmit any material during the course of your 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. You 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. You undertake that in relation to the Merchants for whom you create a Portal for on the Platform you shall at all times:
(a) have a binding and enforceable Merchant Addendum in place and a binding and enforceable contract between you and the Merchant in place in respect of your services. You shall provide the signed Merchant Addendum to At Last prior to the Merchant being provided with access to the Platform and/or Services;
(b)settle any relevant payments directly with the Merchant and indemnify At Last against any Carrier Fee costs claimed by the Merchant;
(c) ensure the Merchants comply with these Terms;
(d)use reasonable endeavours to procure that the Merchants includes either a link or script provided by At Last on their website. Our “button guidelines” can be viewed at www.atlast.co/legal/launch-button-guidelines;
(e)take full responsibility and indemnify At Last against a breach of these Terms caused by a Merchant
12.10. You 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.
12.11. You are expected at all times to be polite and respectful when using the Platform and agree to comply with these Terms and the Privacy Policy at all times.
13.1. Subject to the remaining provisions of this clause 13, no variation of the Contract Details, the Terms(including the Annex), the Payment Terms or the Special Terms shall be effective unless a new Contract Details sheet is agreed and signed by each of the Client 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.
14.1. 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 provide At Last appropriate information about your Merchants;
(e)if you fail to grant At Last appropriate access to Order and payment information of Customers;
(f)if you commit any material breach of the Contract; and
(g)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 (the “Termination Fee") calculated in accordance with this clause 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 will be equal to the aggregate of (i) the Monthly Fee set out in the Payment Terms multiplied by the number of months remaining until the next anniversary date of the commencement of this Contract; and (ii) the average monthly Label Fees of the preceding three months multiplied by the number of months remaining until the next anniversary date of the commencement of this Contract, whichever is higher. You acknowledge and agree that At Last has and will spend significant time and incur significant cost setting up the Platform to meet the requirements of the Client’s business and that the Termination Fee represents a reasonable pre-estimate of the loss and damages that would be suffered by At Last in the event that the Contract is terminated prior to the expiry of the Initial Term and/or any Renewal Term.
14.4. In the event of termination of the Contract, At Last may in its sole and absolute discretion contract directly with Merchants registered by you with the Platform to enable At Last to provide Services to them directly. Moreover in the event that any Merchant who has been onboarded with the Platform (or who is in the process of being onboarded) terminates its contract with you and/or decides not to enter into a contract with you, At Last may contact such Merchant and contract with them directly. At any time during the term of the Contract or after its termination, At Last may upsell value added services beyond those contemplated by the Contract to any Merchant.
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, 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 three (3) months.
15.5. In no event shall At Last, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to any Client or 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 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 subcontractors be liable to the Client or 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 Client or their Merchant’s use of the Services in a manner contrary to the instructions given to the Client or their Merchant by At Last; or
(c)the Client or 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 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 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 or your Merchant, any defective products sold by your Merchant 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.
16.1. In this clause 17, “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 you provide to At Last when signing up to and using the Platform.
16.5. You and the Merchant are the data controllers in respect of any personal data provided by Customers directly to you or the Merchant when making an Order, or otherwise engaging.
16.6. You are the data controller in respect of any personal data provided by Merchants directly to you when using the Services.
16.7. We may from time to time provide you with personal data in respect of Customers who engage with any Return offered by your Merchant 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.
16.8. From time to time you may collect personal data from Customers or Merchants 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 or Return. You are the data controller in respect of all such personal data in such circumstances.
17.1. You acknowledge and agree that At Last is the sole owner 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 you paying the relevant Client Fees in accordance with clause 10, At Last permits you 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 in accordance with these Terms during the Subscription Term solely for your business operations (the “Rights”).
17.3. Except as expressly stated herein, these Terms do not grant the Client 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. You 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 Client 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 Client 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 Merchant’s logos and/or branding) to customise their Portals, 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 Annual 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 Client, At Last and the Merchants retain all rights and title to its intellectual property rights including in its brand or trade names.
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 guarantee 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. You acknowledge 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, you consent to receiving electronic communications and notices from At Last.
18.4. You agree that any notice, agreement, disclosure or other communications that At Last sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
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, the Contract Details and the Special Terms 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.
