TERMS OF USE

1. REPRESENTATIONS & WARRANTIES
    
   1. You hereby declare that:
      1. you have read and accepted the Web Terms in its entirety;
       
      2. you are at least 18 years old and have the necessary legal capacity, right, power and authority to accept these Web Terms and you are either;
         1. accessing this Site, using the Services and contracting in your own personal capacity; or
         2. accessing this Site, using the Services and contracting on behalf of a corporation or another legal entity.
       
      3. you are authorised to bind the entity (yourself or your corporate entity) on whose behalf you are contracting and such entity agrees to be bound by these Web Terms; and
       
      4. all of the information provided by you to CHARLES & KEITH (including personal particulars and contact information) is accurate and complete.
 
2. DEFINITIONS
    
   1. In this Agreement, the following definitions shall apply unless the context does not permit it:
      1. Account is defined in Clause 5(i).
       
      2. Agreement means the agreement formed by the Web Terms.
       
      3. CHARLES & KEITH Content means all Content of CHARLES & KEITH that is made available on or via this Site.
       
      4. Computer means your computer; notebook computer; personal digital assistant; mobile phone; tablet device; or other electronic device used to access this Site or the Services.
       
      5. Content means product listings; product descriptions and reviews; materials; information; news; advertisement; listings; data; input; text; songs; audio; video; picture; graphics; software; blogs; webcasts; podcasts; broadcasts; messages; software; comments; suggestions; ideas; and other content.
       
      6. Linked Sites means website links that appear on the Site.
       
      7. Marks means the logo, trademarks and service marks used on the Site.
       
      8. Privacy Policy means CHARLES & KEITH’s Privacy, Cookies and Data Protection Policy as reflected on the Site, which might be amended from time to time.
       
      9. Products means CHARLES & KEITH products ordered and/or services provided on this Site.
       
      10. Servers means the computer software; systems and servers hosting; and operating, managing, providing or contributing to the Site and the Services.
       
      11. Services is defined in Clause 3(ii).
       
      12. Site means the website www.charleskeith.co.uk (for United Kingdom) or www.charleskeith.eu (for other European countries).
       
      13. Third Party Products means products and services from third parties that are advertised on or available at the Site or websites linked from the Site.
       
      14. Third Party User Content means all User Content that is not created, transmitted, posted or uploaded by you.
       
      15. User Content means all Content on this Site that is created, transmitted, posted or uploaded by a user of the Site.
       
      16. Web Terms means the Site terms and conditions as well as the Privacy, Cookies and Data Protection Policy.
    
   2. The words "include" and "including" shall not be understood as having any limiting effects.
    
   3. The headings in this Agreement do not have any legal effect nor shall they affect the construction of this Agreement in any way.
 
3. SITE AND SERVICES
    
   1. The Site is owned and maintained by CHARLES & KEITH.
    
   2. CHARLES & KEITH may now or in the future offer one or more of the following services on or through the Site (each a "Service" and collectively the "Services"):
      1. online ordering of Products
       
      2. access to Content
       
      3. search engines or tools
       
      4. a platform to create, upload and publicly make User Content available
       
      5. product reviews and catalogs; message boards; forums; blogs; and communication tools
       
      6. any other features, content or applications that CHARLES & KEITH may offer on the Site from time to time in its sole and absolute discretion.
    
   3. You acknowledge and agree that by placing an order for Products and to access and use certain Services, you will agree to the Web Terms.
 
4. CONTENT USE CONDITIONS
    
   1. You may not reproduce, modify, adapt, translate, publish, display, communicate, transmit, broadcast, podcast, webcast, distribute, sell, trade or exploit for any commercial or other purposes, any portion of, or have any access to:
      1. any Service
       
      2. the Site
       
      3. any CHARLES & KEITH Content except with prior written consent from CHARLES & KEITH or unless expressly permitted in these Web Terms
       
      4. any User Content except with prior written consent from CHARLES & KEITH and the owner of the specific User Content, unless you are the sole owner of said User Content.
    
   2. Without prejudice to the generality of Clause 4(i), you agree not to reproduce, display or otherwise provide access to the Services, CHARLES & KEITH Content, or Third Party User Content on another website or server. This includes framing, mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without the prior written permission of CHARLES & KEITH.
    
   3. All CHARLES & KEITH Content are the copyrighted work of CHARLES & KEITH or its content or software providers. CHARLES & KEITH reserves and retains all rights to its Content. Use of some CHARLES & KEITH Content may be governed by the terms of an accompanying end user license agreement.
    
   4. You may not decompile, reverse engineer or otherwise attempt to discover the source code of any CHARLES & KEITH Content available on the Site or through a Service except under specific circumstances expressed and permitted by law or by CHARLES & KEITH in writing.
 
5. PASSWORD & ACCOUNT
    
   1. CHARLES & KEITH may require you to register an online account ("Account") to enable you to access and use certain parts of this Site or access certain Services.
    
   2. You agree that your Account is for your sole, personal use. You agree not to:
      1. share with or permit others to use your Account
       
      2. assign or otherwise transfer your Account to any other person or entity
       
      3. use your Account for commercial purposes
    
   3. You shall provide CHARLES & KEITH with accurate, complete, and up-to-date Account information. Failure to do so shall constitute a breach of this Agreement, which may result in the restriction, suspension or immediate termination of your Account. You will keep your Account information updated at all times to ensure it is accurate, current and complete.
    
   4. As part of the Account registration process, you will select a password ("Password") and user identification ("User ID"). You may not:
      1. select or use a User ID of another person with the intent to impersonate that person
       
      2. use a name that belongs to another person without authorisation
       
      3. use a User ID that CHARLES & KEITH, in its sole discretion, deems inappropriate or offensive.
    
   5. You shall promptly notify CHARLES & KEITH of any known or suspected unauthorised use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your Password. You will be responsible for safeguarding and maintaining the confidentiality of your User ID and Password.
    
   6. You will be responsible for, and CHARLES & KEITH shall be entitled to rely on, all communications transmitted through the use of your User ID and Password, and all such communications shall be deemed to be communications made and issued by you.
    
   7. You will be responsible for all User Content, messages, and all online activity at the Site transmitted or conducted through the use of your User ID and Password.
    
   8. CHARLES & KEITH shall have no responsibility or liability for any loss, damage, cost, expenses, or liabilities arising as a result of or in connection with the wrongful or fraudulent use of your User ID and Password.
    
   9. You agree that CHARLES & KEITH reserves the right to change or re-assign User IDs and/or Password(s) at its sole discretion by giving you notice. CHARLES & KEITH shall not be liable for any loss, damage, cost or expense incurred by you as a result of such change or re-assignment.
 
6. USE OF ACCOUNT INFORMATION
    
   1. By providing the information requested for your Account, you consent to CHARLES & KEITH’s use and disclosure of all such information for the purposes set out in our Privacy Policy.
 
7. SUSPENSION AND TERMINATION OF ACCOUNT
    
   1. You agree that CHARLES & KEITH has the right in its sole and absolute discretion and without notice to:
      1. restrict, suspend, or terminate your access to all or any part of the Site or Services; and/or terminate, deactivate or suspend your Account, delete your Account and all related information and files in your Account, without assigning any reason
       
      2. without prejudice to the generality of the above, CHARLES & KEITH reserves the right to deactivate your Account if it has been inactive for a period of six (6) months or more, or if you are in breach of any terms in this Agreement or if CHARLES & KEITH believes you have been using the Account for unlawful and/or undesirable activities.
    
   2. You agree not to hold CHARLES & KEITH liable or responsible for any loss or damage incurred by you arising out of, or in connection with the suspension and/or termination of your Account.
 
8. INTELLECTUAL PROPERTY
    
   1. The copyright, patents, Marks, registered designs and all intellectual property rights used in the Services, the Site, and all CHARLES & KEITH Content, including, and without limitation, User Content copyright, shall remain with CHARLES & KEITH. The Site as a whole is protected by copyright and all worldwide rights, titles and interests in and to the Site are owned by CHARLES & KEITH. Any unauthorized copying, alteration, distribution, transmission, performance, display, or other use of such intellectual property from any portion of the Site is prohibited. All rights not expressly granted in written are reserved by CHARLES & KEITH.
    
   2. The Marks displayed on this Site are the property of CHARLES & KEITH or other third parties, and all rights to the Marks are expressly reserved by CHARLES & KEITH or relevant third parties. You are not permitted to use any Marks without the prior written consent of CHARLES & KEITH or such third party. CHARLES & KEITH aggressively enforces their intellectual property rights to the fullest extent of the law. The name of CHARLES & KEITH or any other Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission from CHARLES & KEITH.
    
   3. The domain name on which the Site is hosted on is the sole property of CHARLES & KEITH and you may not use, or otherwise adopt a similar name for your own use.
 
9. ONLINE CONDUCT
    
   1. You hereby agree:
      1. to comply with these Web Terms, and other notices or guidelines that may be posted on the Site by CHARLES & KEITH from time to time (which shall be incorporated by reference into these Web Terms);
       
      2. not to use any Service or CHARLES & KEITH Content for any unlawful purpose, and to comply with all applicable laws and regulations, including and without limitation to copyright law
       
      3. not to hack into, interfere with, disrupt, disable, over-burden or otherwise impair how the Site, Services or Servers work. This includes denial-of-service attacks, spoof attacks, session hacking, sniffing, tampering, reverse engineering or reprogramming
       
      4. not to use the Account of another user at any time, with or without his/her permission.
 
10. USER CONTENT & LICENCE
     
    1. You agree to exercise respect and to act reasonably when participating in any community feature as part of the Services which allows you to upload or submit User Content. You agree not to use the Site in any manner that is illegal or impairs the operation of the Site or its availability or usage by others.
     
    2. You may not submit, upload or publish on the Site or through CHARLES & KEITH:
       1. any User Content that is inaccurate, misleading, libellous, defamatory, threatening, pornographic, an invasion of privacy, obscene, indecent, lewd, crude, abusive, improper, illegal, political, racist, religious, blasphemous, offensive, false, misleading, an infringement of any intellectual property or third party rights, or would otherwise encourage the violation of any law or the proprietary or any other third party rights
        
       2. any User Content that solicits funds, commercial solicitation, chain letters, mass mailings or any form of “spam” or includes programs that contain viruses, Trojan horses, worms, time bombs, data miners, web crawlers, bots, spiders or any other programs designed to impair the operation and functionality of the Site, Services, Servers, or any computer
        
       3. without the relevant third party owners’ permission, any content of a third party or links to third party material, third party websites or use any third party Marks, (individually and collectively "Improper Works").
     
    3. If, at any time you upload or post User Content to the Site in any manner, whether by submitting Content directly to CHARLES & KEITH or tagging your social media posts and/or social media images with any hashtags officially used by CHARLES & KEITH hashtags or handles officially used by CHARLES & KEITH, you automatically:
       1. grant CHARLES & KEITH and its subcontractors (including its Internet content hosting servers and delivery networks) a non-exclusive, royalty-free, irrevocable, perpetual and worldwide licence to use (including without limitation, to store, reproduce, modify, distribute, publish, display, communicate, transmit, broadcast, podcast, webcast, or broadcast) and to sub-licence the User Content whether or not in connection with the provision of the Services and/or on or via the Site, other websites, in-store displays and other printed and online publications
        
       2. represent and warrant that:
          1. all User Content are your own original works and creations and will not infringe the copyright or any other intellectual property or other rights of any third party
           
          2. none of the User Content are proprietary or confidential
           
          3. none of the User Content are Improper Works, nor will they expose CHARLES & KEITH to any civil or criminal proceedings in any part of the world
           
          4. the use of CHARLES & KEITH and other users for the purposes and in the manner set out in this Clause 10(iii), and the hosting of the User Content on the Servers by CHARLES & KEITH will not require any further licences from, or infringe any intellectual property or other rights of, any third party
     
    4. CHARLES & KEITH at all times retains the sole discretion to remove or decline to accept any User Content from the Site without assigning any reason whatsoever. Without limiting the foregoing right, CHARLES & KEITH may monitor the Site for Improper Works (but is not obliged to do so) and reserves the right to remove any User Content which CHARLES & KEITH believes are Improper Works, or which is the subject of any dispute.
     
    5. You agree to indemnify and hold CHARLES & KEITH and its officers, agents, co-branders or other partners, and employees, harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses, due to or arising out of any User Content or Improper Works you submit, post to or transmit through the Site or Services.
     
    6. The copyright and intellectual property rights in all User Content which belong to you prior to uploading on the Site shall be retained by you, subject to the licences granted by you under these Web Terms (including under Clause 10(iii)), and subject to CHARLES & KEITH’s rights in the compilation of all User Content.
 
11. DISCLAIMERS & LIMITATIONS
     
    1. While we make every effort to ensure that all CHARLES & KEITH Content displayed on the Site is accurate and complete, we provide the CHARLES & KEITH Content for informative purposes and on an ‘as is’, ‘as available’ basis only without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, CHARLES & KEITH disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability or fitness for a particular purpose, compliance with description, or the warranty of non-infringement. Without limiting the foregoing, CHARLES & KEITH does not warrant that the functions contained in or access to the Site, Services, CHARLES & KEITH Content or other content will be timely, uninterrupted or error-free or without omission, that defects will be corrected, or that the Site, Services, CHARLES & KEITH Content or the Servers are free of viruses or other harmful components, or that the download, installation or use of any CHARLES & KEITH Content in or with any Computer will not affect the functionality or performance of the Computer. CHARLES & KEITH does not warrant or make any representations regarding the use or the results from the use of CHARLES & KEITH Content, Services, Site or Servers in terms of their accuracy, completeness, reliability, or otherwise. You (and not CHARLES & KEITH) will assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in any Computer. You agree not to hold CHARLES & KEITH liable for the loss of any of your User Content that is due to any circumstances beyond the reasonable control of CHARLES & KEITH.
     
    2. The data and information made available on the Site are of a general nature and do not mean, and shall not in any way constitute an offer or provision of any professional or expert advice. Any arrangement made between you and a third party named on or linked to from these pages is at your sole risk and responsibility. CHARLES & KEITH does not sponsor, endorse or promote any products, services or information.
     
    3. You acknowledge that it is not CHARLES & KEITH’s policy to exercise editorial control over, and to review, edit or amend any data, information, materials or contents of any User Content, posting, email or any information that may be inserted or made available on the Site by other users of the Services and that CHARLES & KEITH does not endorse and shall not be responsible for any such content.
     
    4. You acknowledge and agree that CHARLES & KEITH does not endorse or recommend, is not an agent, reseller or distributor of, and has no control over Third Party Products, and CHARLES & KEITH hereby expressly disclaims all liabilities and responsibilities arising in relation to any Third Party Products whether available or advertised via the Site or on Linked Sites.
     
    5. You agree that all statements, offers, information, opinions, materials, User Content, and Third Party Products, from other users and from advertisers and other third parties on this Site should be used, accepted and relied upon only with care and discretion and at your own risk. CHARLES & KEITH shall not be responsible for any loss, damage or liability incurred by you arising from such use or reliance.
     
    6. You also acknowledge and agree that some Services may enable other users to upload User Content to the Site, and that some of these may be offensive, annoying, unlawful, in breach of these Web Terms, contain viruses or cause you damage. While we may remove any such User Content brought to our notice at our sole and absolute discretion, you acknowledge and agree that we shall not be responsible or liable for any User Content, and you agree to access and use User Content only at your own risk and with care and discretion.
     
    7. You agree that:
       1. CHARLES & KEITH shall be entitled at any time, at its sole and absolute discretion and without prior notice, add to, vary, terminate, withdraw or suspend the operation of the whole or any part or feature of the Site or Services without assigning any reason
        
       2. access to or the operation of the Site, Servers and/or the Services may from time to time be interrupted or encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors
        
       3. and in any such an event, CHARLES & KEITH shall not be liable for any loss, liability or damage which may be incurred as a result
     
    8. In no event shall CHARLES & KEITH be liable to you for any damages, losses, expenses, liabilities under any causes of action (whether in contract or tort including, but not limited to negligence, or otherwise) caused through the use of, or the inability to use, the CHARLES & KEITH Content, User Content, Services, Third Party Products, any Computers, the Site, or any other website. In the event that CHARLES & KEITH is found to be liable for damages despite the foregoing provision, you agree that CHARLES & KEITH’s aggregate liability to you for any and all causes of action in relation to the CHARLES & KEITH Content, Services, Site, and the Agreement, shall not exceed the total amount of fees and charges paid by you for the Services to CHARLES & KEITH for the one (1) month period immediately preceding the time such liability arose. The liability exclusions and limits for Products offered for sale on this Site are set out in the Terms and Conditions of Sale.
     
    9. Under no circumstances, including, but not limited to negligence, shall CHARLES & KEITH be liable for any indirect, special, consequential, or incidental damages that result from the use of, or the inability to use, the CHARLES & KEITH Content, Services, Third Party Products, Site, or any other website, even if CHARLES & KEITH or a CHARLES & KEITH authorised representative has been advised of, or should have foreseen, the possibility of such damages.
     
    10. You agree that the above exclusions and limitations of liability enable the Services and the CHARLES & KEITH Content may be provided at a reasonable cost to you.
 
12. LINKED SITES
     
    1. CHARLES & KEITH may provide links to Linked Sites that may be of relevance and interest to our users. CHARLES & KEITH has no control over, and is not responsible for the content on the Linked Sites or for any damage you may incur from the Linked Sites (including any virus, spyware, malware, worms, errors or damaging material contained in the Linked Sites) or the availability of any content on the Linked Sites. You hereby irrevocably waive any claim against us with respect to the Linked Sites.
     
    2. CHARLES & KEITH does not endorse any entities featured on Linked Sites or any products or services which may be available from Linked Sites.
 
13. DATA USE & PRIVACY
     
    1. Please do not submit any personal information or data without first reading our Privacy, Cookies and Data Protection Policy which explains our data use and privacy practices in detail.
 
14. TERMINATION
     
    1. You agree that CHARLES & KEITH has the right in its sole and absolute discretion and without notice to restrict, suspend, or terminate your access to all or any part of the Site or Services, without assigning any reason.
 
15. NOTIFICATION OF INFRINGEMENT
     
    1. CHARLES & KEITH reserves the right to investigate notices of copyright, trademark and other intellectual property infringement ("Infringement") in respect to CHARLES & KEITH Content, User Content and other material on the Site (“Infringing Material”) and take appropriate action. If you believe your work has been used or copied in a way that constitutes Infringement and such Infringement is occurring on this Site, please notify CHARLES & KEITH in writing immediately ("Infringement Notice").
     
    2. All Infringement Notices shall be sent to CHARLES & KEITH in the following format:
        
       Ecommerce Manager
       CHARLES & KEITH Group Headquarters
       6 Tai Seng Link, Level 8
       Singapore 534101
        
       ecommerce@charleskeith.com
     
    3. CHARLES & KEITH will, in response to all Infringement Notices submitted in the above manner, undertake the necessary investigations and if necessary remove the Infringing Material from the Site within a reasonable time. In return, you agree that you shall not take any legal action or exercise any legal remedy you may have against CHARLES & KEITH in respect to any Infringing Material, unless you have first given CHARLES & KEITH the Infringement Notice and sufficient opportunity to remove the Infringing Material, and thereafter CHARLES & KEITH refuses or fails to remove the Infringing Material within a reasonable time. If CHARLES & KEITH removes the Infringing Material in response to your Infringement Notice, you agree not to exercise and you hereby waive, any right of action against CHARLES & KEITH under any applicable law which you may have in respect to any Infringing Material appearing on the Site prior to removal by CHARLES & KEITH.
     
    4. You acknowledge and agree that CHARLES & KEITH has no control and cannot undertake responsibility or liability in respect to Infringing Material appearing on Linked Sites or other third party sites.
 
16. JURISDICTIONAL ISSUES
     
    1. This Site is operated by CHARLES & KEITH in Singapore. CHARLES & KEITH makes no representation that the Services or Contents of the Site are appropriate or available for use in your location. Those who choose to access this Site from any location can do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
 
17. INDEMNITY
     
    1. You agree to indemnify and hold CHARLES & KEITH, and its officers, agents, partners, and employees, harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses that CHARLES & KEITH, and its officers, agents, co-branders or other partners, and employees, may be subject to, directly or indirectly, due to, or arising out of:
       1. any use of the Site or any Site
        
       2. your connection to the Site
        
       3. your breach of any terms and conditions of these Web Terms
        
       4. your violation of any rights of another person or entity
        
       5. your breach of any statutory requirement, duty or law
 
18. VARIATION
     
    1. CHARLES & KEITH reserves the right to change, modify, suspend or discontinue the whole or any portion of the Services or Site at any time. CHARLES & KEITH may also impose limits on certain features or restrict your access to parts or the entire Services or Site without notice or liability.
     
    2. CHARLES & KEITH may from time to time vary or amend these Web Terms by posting the amended Web Terms at this Site. Any use of the Services or access to the Site after the amendment of these Web Terms will be considered as acceptance of the amended Web Terms by you. If you do not agree to the amended Web Terms, you have the right to cease using the Services or to exit the Site.
 
19. SEVERABILITY
     
    1. If any provision of these Web Terms is found to be illegal, void or unenforceable under any law that is applicable hereto, or if any court of competent jurisdiction in a final decision so determines these Web Terms shall continue in force save that such provision or part thereof shall be deemed to be deleted.
 
20. RELATIONSHIP OF PARTIES
     
    1. Nothing in these Web Terms shall constitute or be considered to constitute as an agency, partnership or joint venture between CHARLES & KEITH and you. Neither party shall have any authority to bind the other in any way.
 
21. WAIVER
     
    1. No waiver of any rights or remedies by CHARLES & KEITH shall be effective unless made in writing and signed by an authorised representative of CHARLES & KEITH.
     
    2. A failure by CHARLES & KEITH to exercise or enforce any rights conferred upon it by these Web Terms shall not be considered to be a waiver or variation of any such rights, or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
 
22. FORCE MAJEURE
     
    1. No party shall be liable for any failure to perform its obligations under this Agreement if the failure results from a Force Majeure Event (defined below). This is provided that whenever possible, the affected party will resume that obligation as soon as the Force Majeure Event ceases or abates.
     
    2. For purposes of this Agreement, a "Force Majeure Event" is an event which is a circumstance or event beyond the reasonable control of a party which affects the general public in that party’s territory, and which results in the party being unable to observe or perform on time an obligation under this Agreement. These include, industrial action or labour disputes, civil unrest, war or threat of war, criminal or terrorist acts, government action or regulation, telecommunication or utility failures, power outages, fire, explosion, natural physical disasters, epidemic, quarantine restrictions, and general failure of public transport.
 
23. RIGHTS OF THIRD PARTIES
     
    1. A person, or entity, who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
 
24. GOVERNING LAW & JURISDICTION
     
    1. These Web Terms and all matters relating to your access to, or use of, this Site and the Services shall be governed by and construed in accordance with the laws of Singapore, without giving effect to any principles of conflicts of law.
     
    2. You hereby agree to submit to the exclusive jurisdiction of the Singapore courts.
 
25. LANGUAGE
     
    1. Should there be any inconsistency between the English language version of this Terms of Use and any translation hereof, the English language version shall prevail.
 
26. CONTACT
     
    1. If you have any questions or concerns about these Web Terms or any issues raised in these Web Terms or on the Site, please contact us at customers@charleskeith.com.

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1. DEFINITIONS
    
   1. Under these Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires:
      1. Buyer means the person or legal entity identified in the Order as the purchaser of the Products.
       
      2. CHARLES & KEITH means CHARLESKEITH.COM Pte. Ltd
       
      3. CHARLES & KEITH Product means a Product bearing the CHARLES & KEITH trade mark for which CHARLES & KEITH invites Orders in accordance with these Conditions.
       
      4. Conditions means these Terms and Conditions of Sale.
       
      5. Contract means a contract for sale between CHARLES & KEITH and the Buyer of the Products formed in accordance with Clause 3(iv).
       
      6. Defective Product is defined in Clause 7(ii).
       
      7. Force Majeure Event means any event or circumstance that CHARLES & KEITH could not reasonably prevent or avoid, including:
         1. explosion, fire, flood, war, earthquake, storm or other natural disasters
          
         2. war, declared or undeclared, sabotage, insurrection, terrorist or criminal acts whether online or offline, riot or civil disturbance
          
         3. import or export regulations or embargo or requisition restrictions regulations bye-laws prohibition or any acts or measures or any intervention of any governmental or regulatory authority
          
         4. epidemic, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority
          
         5. strike, lock-out, work stoppage or other industrial action or trade dispute (whether involving CHARLES & KEITH employees or any other person)
          
         6. telecommunication, network or Internet disruptions or interruptions
          
         7. we collect it by other lawful means
       
      8. Online Payment means payment by any one or more of the following payment modes as may be designated by CHARLES & KEITH from time to time. These include credit card, debit card, charge card, PayPal, online banking, online store credit, and other designated payment modes.
       
      9. Online Store means the CHARLES & KEITH online store currently accessible at charleskeith.co,uk (United Kingdom) and charleskeith.eu (European Countries)
       
      10. Order means an online order placed via the Online Store by a CHARLES & KEITH Buyer for the Products in accordance with these Conditions.
       
      11. Parties mean CHARLES & KEITH and the Buyer. "Party" means any one of them.
       
      12. Payment Processing Company means the applicable payment or card processing entity for the relevant Online Payment mode.
       
      13. Product means a CHARLES & KEITH Product or Third Party Product listed at the Online Store for which CHARLES & KEITH invites Orders in accordance with these Conditions.
       
      14. Substitute Product is defined in Clause 6(iv).
       
      15. Third Party Product means a Product which is not a CHARLES & KEITH Product for which CHARLES & KEITH invites Orders in accordance with these Conditions.
    
   2. Words using the singular or plural number also include the plural or singular number.
    
   3. Any reference to a "person" or "entity" includes a reference to an individual, a sole-proprietor, a partnership, an unincorporated association and a company.
    
   4. Any reference to a "Clause" is to a clause of these Conditions.
    
   5. The headings in these Conditions are inserted for convenience only and shall be ignored in construing these Conditions.
    
   6. A reference to the word "include" or "including" shall not be construed as having any limiting effect.
 
2. APPLICATION AND EFFECT
    
   1. These Conditions shall govern the sale of the Products listed at the Online Store by CHARLES & KEITH to the Buyer, save where Buyer has signed a separate purchase agreement with CHARLES & KEITH, in which case the terms and conditions of the separate agreement shall govern.
    
   2. By ordering the Products or accepting delivery of the Products described on the invoice, the Buyer agrees to be bound by and is deemed to have accepted these Conditions.
 
3. ORDERS, PRICE AND PAYMENT
    
   1. CHARLES & KEITH will process Orders for delivery in Singapore and in the following territories: Australia, Bahrain, Belgium*, Cambodia, Canada, China*, Denmark*, Finland*, France*, Germany*, Hong Kong, India, Indonesia, Israel, Italy*, Japan*, Kuwait, Macau, Malaysia, Mexico, Netherlands*, New Zealand, Norway*, Oman, Panama, Qatar, Philippines, Portugal*, Singapore, South Africa, South Korea, Spain*, Sri Lanka, Sweden*, Switzerland*, Taiwan, Thailand, United Kingdom*, United Arab Emirates, United States of America, Vietnam.
    
   Orders for delivery in the United Kingdom and European Union will be processed by CHARLES & KEITH (UK) LIMITED.
    
   2. Buyer shall indicate the Products they wish to order and the quantity required, at the price and in the currency specified by CHARLES & KEITH at the Online Store. This can be done by placing an Order on the designated online form at the Online Store and providing to CHARLES & KEITH all necessary information as may be required by CHARLES & KEITH at the Online Store.
    
   3. All Orders made by the Buyer for one or more Product(s) shall be deemed to be an offer made by the Buyer to purchase such Product(s) upon the terms of these Conditions and for the selected Products and quantities set out in the Order. All Orders shall be subject to acceptance by CHARLES & KEITH.
    
   4. CHARLES & KEITH may accept an Order by:
      1. contacting the Buyer by telephone, email or other mode of communication within a reasonable time after Buyer has made the Order, to either:
         1. accept and confirm the price, quantity, and delivery date and time of the Product(s) ordered by the Buyer
          
         2. in the case of Orders exceeding a certain quantity or value, request that the Buyer submit a written bulk purchase order form for CHARLES & KEITH’s written acceptance
       
      2. delivering the Product(s) ordered to the Buyer
          
         Upon such an acceptance, a binding Contract shall be formed upon the terms set out in these Conditions, the terms of the accepted Order (excluding any terms which are not accepted by CHARLES & KEITH), and other terms and conditions as CHARLES & KEITH may impose as a condition of its acceptance. For the avoidance of doubt, no Contract shall come into existence unless and until the Order has been accepted by CHARLES & KEITH in the manner set out in Clause 3(iv). Processing or acceptance of Online Payment for an Order shall not in itself constitute acceptance of the Order by CHARLES & KEITH, provided that where an Order is rejected by CHARLES & KEITH, any payment made for such an Order shall be reversed or refunded by CHARLES & KEITH, or an online store credit shall be given to the Buyer.
    
   5. CHARLES & KEITH shall be entitled to:
      1. decline to accept or reject the Buyer’s Order in whole or in part without assigning any reason
       
      2. delay or defer delivery of any Order in whole or in part due to Product unavailability, low inventory levels, or for any other reason
    
   6. CHARLES & KEITH shall not be liable for any errors in the pricing or specification of Products ordered by the Buyer that may appear at the Online Store. The price to be paid by the Buyer for all Products shall be CHARLES & KEITH's current selling price on the date of Order acceptance by CHARLES & KEITH, which may or may not be correctly reflected at the Online Store.
    
   7. No promotion, offer, voucher, or online store credit will be applied retroactively to any standing or previously placed Order. Any applicable promotions, offers, vouchers, or online store credit must be stated before checkout as these cannot be claimed or applied after an Order have been made. No promotion, offer, voucher, or online store credit may be exchanged for cash.
    
   8. Unless otherwise agreed by CHARLES & KEITH in writing, payment for the Products shall be made by the Buyer in full by valid Online Payment before physical delivery of Products.
    
   9. The Buyer warrants and agrees that it is ordering Products for his/her own use only and not for re-sale, distribution or export. The Buyer shall indemnify CHARLES & KEITH and hold CHARLES & KEITH harmless against all losses, damages, liabilities, expenses and costs arising from any breach of this Clause 3(ix).
    
   10. For economical and standard delivery, the Buyer shall bear all shipping and handling charges (where applicable), as well as all applicable duties, tariffs and taxes (including, but not limited to, goods and services tax) at the prevailing rates, which are not determined at checkout but will be determined by your local customs officials once the Products arrive in your territory (where applicable). Buyer shall not be entitled to reject any Products, withdraw any Order, or claim any refund on the grounds that the Buyer does not agree with any such duties, tariffs and taxes. For express delivery, the Buyer shall bear all shipping and handling charges (where applicable). Standard duties, tariffs and taxes imposed by the delivery destination shall be borne by CHARLES & KEITH (UK) LIMITED for orders shipped under express delivery.
    
   11. All Online Payments are subject to processing by CHARLES & KEITH’s payment service provider, the approval of the Payment Processing Company and the relevant issuing bank. CHARLES & KEITH shall not be liable in any way if the payment service provider, Payment Processing Company or the issuing bank refuses to process or accept any Online Payment particulars for any reason.
    
   12. The Buyer agrees to submit to CHARLES & KEITH, and its payment service provider, Online Payment or card information and other personal and delivery information that may be reasonably requested by CHARLES & KEITH or its payment service provider to process the Order, payment for the Order, and to arrange for delivery and invoicing. All information submitted shall be subject to CHARLES & KEITH’s Privacy Policy. CHARLES & KEITH shall require its payment service provider to keep such information confidential and not use the same for any purpose other than to carry out its service. The Buyer agrees that CHARLES & KEITH shall not be liable for any loss, damage, or liability in the event of any unauthorised disclosure of such information by its payment service provider.
    
   13. CHARLES & KEITH reserves the right to exercise its lawful remedies if a dispute or issue arises over Online Payments, or if it does not receive full payment for an Order. In particular, but without limitation to any other remedies, if the Payment Processing Company or the issuing bank rejects or reverses payment for an Order, CHARLES & KEITH may in its discretion:
       1. cancel the Order and/or
        
       2. refuse to accept future Orders from you.
 
4. PRODUCT AVAILABILITY AND DESCRIPTIONS
    
   1. Products displayed on the Online Store are subject to availability. Products may also be available in selected CHARLES & KEITH stores internationally whilst stocks last. In some cases, Products displayed for sale on the Online Store may not be available in CHARLES & KEITH stores or vice versa.
    
   2. CHARLES & KEITH has made every effort to display and describe as accurately as possible the colours, sizes, dimensions, information and other attributes of Products (“Attributes”). However, due to the inherent limitations of electronic displays and the characteristics of certain materials, actual Attributes of individual Products may vary. Slight marks and colour/print variations should not be considered as defects or render the Product non-compliant, but are inherent characteristics of the Product. All Attributes given on the Online Store are approximate only.
    
   3. All Products displayed for sale on this Site are constructed of man-made materials unless otherwise stated.
 
5. TITLE AND RISK
    
   1. Risk in the Products shall pass to the Buyer upon our delivery of the Products to the carrier.
    
   2. Title in the Products shall not pass to Buyer until receipt by CHARLES & KEITH of full and final payment for the Products and delivery of the Products to Buyer.
 
6. ORDER DELIVERY AND CANCELLATION
    
   1. The Buyer shall state in the Order the Buyer’s preferred delivery option or if available, collection options, and where the delivery option is selected, the address for delivery of the Products.
    
   2. Subject always to CHARLES & KEITH acceptance of the Order and to Clause 3(i)
      1. Where the delivery option is selected:
         1. CHARLES & KEITH shall deliver the Products to the place of delivery as may be stated by the Buyer and agreed to by CHARLES & KEITH. If no one is available at the delivery address to receive the Products, CHARLES & KEITH’s delivery agent will leave an "unable to deliver" card at the address and the Buyer should follow the directions on that card to obtain delivery of the Products
          
         2. The Buyer shall bear and pay to CHARLES & KEITH:
            1. the Delivery and Shipment Charges
             
            2. the delivery, re-delivery, shipment, return, forwarding, re-shipment, and administrative costs, tax, duties, storage and disposal charges and costs for any Product(s), which is/are rejected by the Buyer where such rejection is not made pursuant to an express right of the Buyer under these Conditions, or where any delivery to the Buyer is unsuccessful for any reason.
          
         3. Please read our latest Delivery Terms for local and international deliveries, which shall apply to the Contract
       
      2. Where the option is made available by CHARLES & KEITH, and the Buyer opts for self-collection of the Products, the Buyer shall collect the Products at an address designated by CHARLES & KEITH.
       
      3. CHARLES & KEITH is unable to ship to any PO Box, military, protected area or location. Shipping and other charges for failure of attempted delivery to the restricted areas will be borne by Buyer or the recipient of the Products.
       
      4. There may be an administrative fee payable by the Buyer for any changes in delivery address for each Order.
       
      5. The Buyer is aware that the courier company or customs authority may in their sole discretion, open and inspect for any reason the contents of the Product package. CHARLES & KEITH shall not be liable for any loss or damage thereby caused.
       
      6. All custom declarations will be completed in English.
       
    
   3. Any shipment, delivery or collection dates provided by CHARLES & KEITH are estimates only and shall not form part of the Contract. CHARLES & KEITH shall not be liable for any loss, damage, cost or expense for any failure to meet any given shipment, delivery or collection date, howsoever caused. If the Buyer's Order has not been delivered within a reasonable time, the Buyer should contact CHARLES & KEITH at:
       
      CHARLES & KEITH (UK) LIMITED
      9 Appold St, London EC2A 2AP, UK,
      Mindspace Shoreditch
      Tel: +65 6488 2688
      Email: customers@charleskeith.com
      Operation Hours: Monday – Friday: 0030 to 1530 (GMT)
      Including Bank Holidays
      * Operating hours may be affected on Eves of Bank Holidays.
    
   4. CHARLES & KEITH reserves the right from time to time, without liability or prior notice, to withdraw or cease to make available any or all Products from the Online Store, or to:
      1. change its prices or specifications of any Product
       
      2. deliver a Product which is similar to the Product ordered with minor differences
          
         (each a "Substitute Product"). The Buyer shall be deemed to have accepted such changes and differences if the Buyer accepts delivery of a Substitute Product.
    
   5. An Order may be cancelled by the Buyer prior to payment for the Products by Buyer, provided always that:
      1. the Buyer must contact CHARLES & KEITH to request CHARLES & KEITH for cancellation immediately
       
      2. CHARLES & KEITH will endeavour to accommodate the Buyer's request, if the Order has not been processed
       
      3. the Buyer shall pay any cancellation fees which may be imposed by CHARLES & KEITH
    
   6. If an Order has already been processed, no cancellation or refund will be permitted.
    
   7. The Buyer acknowledges that CHARLES & KEITH's liability to deliver the Products to the Buyer pursuant to the Contract is subject to the availability of the Products. The Buyer further acknowledges that CHARLES & KEITH retains absolute discretion as to the order of priorities in which any Products are delivered to CHARLES & KEITH's customers.
    
   8. CHARLES & KEITH may deliver the Products in an Order by instalments, provided that full payment for the entire Order shall be made on or before the delivery of the first instalment.
    
   9. CHARLES & KEITH reserves the right to make only partial delivery of an Order. If only part of the Order can be shipped, CHARLES & KEITH will use reasonable efforts to contact the Buyer to select replacements. If the Buyer cannot be contacted, CHARLES & KEITH will reject the entire Order.
 
7. ACCEPTANCE OF PRODUCTS
    
   1. Unless the Buyer notifies CHARLES & KEITH in writing to the contrary within thirty (30) days of the date of delivery, the Products shall be deemed to have been accepted by the Buyer as being in good condition and in accordance with the Contract.
    
   2. A Product shall only be eligible for replacement if upon delivery:
      1. it is damaged
       
      2. the Product supplied is materially different from the Product specified in the Order,
          
         (such Product being a "Defective Product").
       
   3. The Buyer must report any Defective Product to CHARLES & KEITH by submitting a “return request” through My Account online and describing the reasons. The Defective Product has to be returned within thirty (30) days of its delivery, failing which the Buyer shall not be entitled to a replacement Product.
    
   4. If CHARLES & KEITH considers the Product to be a Defective Product, the procedure for returns set out in CHARLES & KEITH’s Policy will apply. The Buyer must produce the tax receipt together with the Defective Product in its original delivered condition and packaging.
    
   5. CHARLES & KEITH reserves the right to refuse any return or replacement of a Defective Product if
      1. The Buyer is unable to produce the Product details or tax receipt
       
      2. The Defective Product is a Third Party Product and CHARLES & KEITH is not authorised by the supplier to process returns or replacements
       
      3. The defect is the result of:
         1. unique, accidental, or random damage that is the result of use by the Buyer, or wear and tear.
          
         2. accidental nicks, scratches, or minor damage
          
         3. improper use or mismanagement by the Buyer
          
         4. modification of the Product not authorised by CHARLES & KEITH
          
         5. unusual or unrecommended physical, environmental or electrical stress by the Buyer
          
         6. use of Product by a person other than the Buyer
          
         7. Buyer’s failure to comply with any terms of these Conditions
    
   6. Please see CHARLES & KEITH’s Returns Policy for additional terms governing the return of Products.
 
8. CONTROLS AND RESTRICTIONS
    
   1. Certain territories impose censorship, customs, import, export and/or other regulatory requirements and restrictions on Products. The Buyer shall be responsible for ensuring all Products in the Order are and will be compliant with such requirements at their own cost. If requested, CHARLES & KEITH will use reasonable commercial efforts to attempt to deliver the Order to the Buyer by providing supporting documents to the relevant authorities. CHARLES & KEITH shall not be liable for any non-delivery or delay in delivery of any Product which fails to meet such requirements, or which is intercepted by any government or regulatory authorities.
    
   2. The Buyer shall be responsible for all (i) shipping charges for both the delivery and the return of the Order, (ii) charges, duties, taxes or penalties imposed upon CHARLES & KEITH by the authorities in either the delivery or shipping destination, (iii) reasonable administration fee for all Orders which are unable to be delivered due to any regulatory requirements and restrictions on Products not being met after the reasonable commercial efforts of CHARLES & KEITH.
 
9. NO WARRANTIES
    
   1. CHARLES & KEITH makes no warranty in respect to any CHARLES & KEITH Product, expressed or implied, including any implied warranties of merchantability, quality, compliance with description and fitness for a particular purpose. CHARLES & KEITH’s sole liability for any defects in any CHARLES & KEITH Product is set out in Clause 7.
    
   2. CHARLES & KEITH makes no representations or warranties of any kind in respect of any Third Party Products, and all warranties expressed or implied in respect to Third Party Products, including any implied warranties of merchantability, quality, compliance with description and fitness for a particular purpose, are hereby excluded. Third Party Products including software, hardware, peripherals and accessories are covered by the warranties (if any) provided by the original manufacturer, licensor or publisher only.
 
10. EXCLUSION & LIMITATION OF LIABILITY
     
    1. In no event shall CHARLES & KEITH be liable to the Buyer or any third party for any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these Conditions, including but not limited to loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if CHARLES & KEITH has been advised of the possibility of such loss or damage.
     
    2. If any service (including but not limited to installation of any Product) is performed by any third party, CHARLES & KEITH shall not be liable for any act, neglect, omission or wilful default of such third party, regardless of whether such third party is authorised by CHARLES & KEITH.
     
    3. The total liability of CHARLES & KEITH to the Buyer for any and all claims whether by the Buyer or by any other person and howsoever arising in connection with or arising out of the sale, supply, delivery possession, replacement or use of a Product or resulting from the breach of the Contract and/or these Conditions by CHARLES & KEITH shall not in any event exceed the price of the Product giving rise to such claims.
     
    4. Nothing in these Conditions shall limit or exclude CHARLES & KEITH’s liability for death or personal injury caused by CHARLES & KEITH’s negligence.
 
11. FORCE MAJEURE
     
    1. CHARLES & KEITH shall not be liable for or be considered to be in breach of the Contract and/or these Conditions by reason of any failure in performing any of its obligations under the Contract and/or these Conditions during any period in which performance is delayed by a Force Majeure Event.
     
    2. CHARLES & KEITH shall notify the Buyer of any delay or failure arising through any Force Majeure Event and provide a revised delivery date as soon as practicable. The Buyer may not terminate the Contract by reason of any such delay or failure.
     
    3. In the event that any Force Majeure Event results in a shortage of Products, CHARLES & KEITH shall be entitled to allocate its available stock of the Products among its customers in such a manner that CHARLES & KEITH may consider equitable and may make partial deliveries of any Products to the Buyer.
 
12. AMENDMENT
     
    1. CHARLES & KEITH reserves the right to amend these Conditions without prior written notice, at CHARLES & KEITH’s sole discretion, by posting a copy of the amended Conditions at the Online Store.
     
    2. Any attempt to modify, supplement or amend these Conditions by the Buyer will be null and void, unless expressly agreed to in writing by CHARLES & KEITH.
 
13. ASSIGNMENT
     
    1. The Buyer shall not assign or otherwise transfer the Contract or any of its rights and obligations hereunder, whether in whole or in part without the prior written consent of CHARLES & KEITH. Any such unauthorised assignment shall be deemed null and void.
 
14. NO WAIVER
     
    1. No failure on the part of CHARLES & KEITH to exercise, and no delay on its part in exercising, any right or remedy under the Contract will operate as a waiver thereof. Nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
     
    2. Any term or condition of the Buyer’s Order which is any way inconsistent with or in addition to these Conditions shall not be applicable or binding on CHARLES & KEITH, unless otherwise agreed in a written agreement signed by Buyer and CHARLES & KEITH. Any failure by CHARLES & KEITH to object shall not be considered a waiver of these Conditions.
 
15. ILLEGALITY
     
    1. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
 
16. RIGHTS OF THIRD PARTIES
     
    1. A person or entity who is not a Party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B of Singapore) to enforce any term of the Contract, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of the Contract.
 
17. GOVERNING LAW AND JURISDICTION
     
    1. These Conditions shall be construed in accordance with, and governed by the laws of Singapore, without giving effect to any principles of conflicts of law.
     
    2. The Parties hereby submit to the exclusive jurisdiction of the Singapore courts.