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These terms and conditions create a contract between you and Curated & Conscious (the “Agreement”). Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree” or sign the Agreement. You must agree to this Agreement if you wish to consign goods through Curated & Conscious.
Curated & Conscious’ Terms of Service located at: https://curatedandconscious.com/pages/terms-service, are also included in this Agreement and apply to your and Curated & Conscious’ activities under this Agreement.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR CURATED & CONSCIOUS TERMINATES IT.
Curated & Conscious markets and sells luxury designer items, jewelry and watches.
You would like Curated & Conscious to sell the items that you have sent to us or that we have collected from you (collectively, the “Property”) on a consignment basis. This means that you, not Curated & Conscious, will still own the Property, even after you transfer physical possession of the Property to Curated & Conscious. After Curated & Conscious receives or picks up Property from you, Curated & Conscious will send you an email in accordance with “Notices” at Section 19 below confirming the items of Property received. Once the items have been evaluated, inspected and authenticated by Curated & Conscious authentication team, you will be emailed the items that have been accepted for consignment (the items are then “Accepted”) and the list price(s) assigned to those Accepted items. Please note that all prices are determined at Curated & Conscious’ sole discretion unless previously agreed in writing. The Accepted Items will then be processed and listed as available for sale on the site and, at Curated & Conscious’ sole discretion, may also concurrently be displayed and available for purchase at our retail store location.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
Curated & Conscious accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until Curated & Conscious takes physical possession of it.
If an item if Property is damaged, stolen, or lost while in Curated & Conscious’ possession, it will be treated as Sold (defined in “Title to Property” at Section 7 below) and Curated & Conscious will pay you a Commission (defined in “Commissions and Payment” at Section 8 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in “Commissions and Payment” at Section 8 below), which will be determined solely by Curated & Conscious.
3. PROPERTY ACCEPTANCE CONDITIONS
Upon receipt, Curated & Conscious will evaluate each item of Property to determine, in its sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation.
Curated & Conscious only Accept Property for consignment: (a) that Curated & Conscious determines in its sole discretion to be in very good to excellent condition; (b) that is listed in Curated & Conscious’ current Designer Directory at the time of evaluations (see https://curatedandconscious.com/pages/designer-index-1) for items currently being accepted); (c)that Curated & Conscious determines in its sole discretion to be authentic; and (d) for which the representations and warranties you make in the “Your Representations, Warranties, and Indemnification” section below are true.
Property that does not meet the above requirements will not be accepted and will be either (1) returned to you at your expense or (2) with your approval, confirmed in writing, Curated & Conscious will donate your items to a charity of its choice (see “Unauthenticated Items” in Section 4 below and “Consignment Period and Return of Property” at Section 5 below for more information).
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
You are responsible for ensuring the authenticity of all Property you provide to us. If Curated & Conscious cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its sole discretion to refuse to accept the item. If Curated & Conscious determines at any time that an item of Property is counterfeit, Curated & Conscious shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase/other proof of authenticity acceptable to Curated & Conscious. You acknowledge and agree that any item Curated & Conscious determines to be counterfeit will not be returned to you and will be destroyed.
You acknowledge and understand that Curated & Conscious is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. Curated & Conscious takes such reports seriously and will cooperate with law enforcement in all investigations.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY
The “Consignment Period” for each item of Property begins on the date Curated & Conscious Accepts the item for consignment and ends 365 days thereafter, even if this Agreement has been terminated during that time by you or Curated & Conscious. At any time during the Consignment Period, and subject to provision, you may request in writing that Curated & Conscious return the item (a “Return Request”), so long as the item has not already been Sold. Once Curated & Conscious receives your Return Request, it will use commercially reasonable efforts to remove the item from curatedandconscious.com (the “Site”) and from our retail store location if applicable, before it is sold. It is your responsibility to ensure that Curated & Conscious has your most current contact information and mailing address.
(a)If the Return Request is made 90 days or less from the date Curated & Conscious Accepted the item of Property, Curated & Conscious will return the item within 30 days. Curated & Conscious will charge you the costs of return and, in such case, such costs shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, Curated & Conscious shall have no obligation to return the item to you unless and until you pay Curated & Conscious the costs of return prior to shipment.
Additionally, Curated & Conscious will charge you (i) a fee of $50 per item, which fees reflect Curated & Conscious’ up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus (ii) applicable shipping costs.
(b) If the Return Request is made more than 90 days after Acceptance, the item will be returned within 30 days at Curated & Conscious’ expense and no fees will be added.
(c) If an item remains unsold at the end of the Consignment Period, Curated & Conscious will contact you and, at your option and Curated & Conscious’ expense: (i) return the item to you or (ii) donate the item to a charity of Curated & Conscious’ choice.
If at the end of the Consignment Period Curated & Conscious is unable after using commercially reasonable efforts to contact you at the email of physical address it has on file for you in accordance with the “Notices” at Section 19 below, the item may be donated to a charity of Curated & Conscious’ choice.
6. EFFORTS TO SELL; PRICE
So long as you comply with this Agreement, Curated & Conscious will display on the Site and, at Curated & Conscious’ sole discretion display and make available for sale at our retail location, and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:
(a) Curated & Conscious in its sole discretion will determine the initial selling price for each item of Property (the “Initial Sale Price”) based on its evaluation of that item, together with its determination of the current market price for that item.
(b) Curated & Conscious may offer additional discounts and promotions during the Consignment Period, at its sole discretion and without notice to you, as a means to efficiently market and sell the Property, unless Curated & Conscious and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
7. TITLE TO PROPERTY
You will continue to own and have title to each item of Property until that item is “Sold”. An item will be considered Sold when:
- It is sold by Curated & Conscious to a customer and not returned to Curated & Conscious within the period specified in Curated & Conscious’ then-current Return Policy (see https://curatedandconscious.com/pages/returns); or
- It is lost, stolen, damaged, or destroyed will in Curated & Conscious’ possession.
- “Commission Window” means (1) for the first Commission Window, the period that begins on the date your item of Property is Sold and ends at the end of the month that is one year after such date and, (2) for subsequent Commission Windows, the one-year period that begins on the following day.
- “Net Selling Price” means the price at which an item of Property is Sold, less applicable discounts and promotions and excluding taxes and shipping. “Net Sales” means the total amount received by Curated & Conscious from the Sale of all of your Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping.
- Curated & Conscious Rewards program (the “Commission Rates”) used to calculate the commission (the “Commission”) you receive for each item of Property that is Sold is found at https://curatedandconscious.com/pages/commission-rates
The Commission Rate that will apply to Sales of your Property within a Commission Window is based on your Net Sales within that Commission Window. Curated & Conscious may also, from time to time in its sole discretion, (i) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions and (ii) make other changes to its Commission structure and the Commission Rates upon at least fourteen (14) days’ notice to you as described in “Amendments to This Agreement” at Section 13 below.
(d) Commission Rate Reset. After the end of the first Commission Window and after the end of each Commission Window thereafter, your starting Commission Rate for the next Commission Window will be set at the highest Commission Rate you achieved in the previous Commission Window (excluding Special Commission Rates).
(e) A Commission Rate of i) 50% will always apply for any items priced between $176 and $250 (ii) 40% will always apply for any items priced under $175, regardless of the amount of Net Sales you have achieved in the applicable Commission Window, your starting Commission Rate for any Commission Window, or any other Commission Rates that would otherwise apply.
(f) Calculation of Commissions. Curated & Conscious will pay you a Commission on each item of Property that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The Commissions you receive for Sales of your Property are the sole compensation you will receive under this Agreement.
(g) Payments. Curated & Conscious typically begins processing Commission payments on the 1st and 15th day of every month for sales that occurred during the period. For example if your item sold between the 1st and 15th, you will receive payment on the 30th. If your item sold between the 16th - 31st, you will receive payment on the 15th. Payments will be made to you by physical check, direct deposit or, if you elect another payment method acceptable to Curated & Conscious, by such payment method.
The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least two business days.
(h) Disputes. If there is a dispute between you and Curated & Conscious, Curated & Conscious shall have no obligation to pay any Commissions or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. Curated & Conscious may without any Commissions due to you (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to Curated & Conscious.
You and Curated & Conscious may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and the costs listed under “Consignment Period and Return of Property” at Section 5, will apply.
10. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without Curated & Conscious’ prior written consent. Any prohibited assignment is null and void.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF CURATED & CONSCIOUS’ SERVICES IS AT YOUR SOLE RISK. CURATED & CONSCIOUS’ CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AS “AS IS” AND “AS AVAILABLE” BASIS. CURATED & CONSCIOUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CURATED & CONSCIOUS MAKES NO WARRANTY THAT (A) CURATED & CONSCIOUS’ SERVICES WILL MET YOUR REQUIREMENTS OR (B) CURATED & CONSCIOUS’ SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM CURATED & CONSCIOUS OR THROUGH OR FROM THE SITE OR CURATED & CONSCIOUS’ SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
CURATED & CONSCIOUS AND ITS SUBSIDIARIES, AFFILIATES, OFFICES, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMGES FOR LOSS OF PROFITS, GOODWILL, USE, DATE, OR OTHER INTANGIBLE LOSSES (EVEN THE CURATED & CONSCIOUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE CURATED & CONSCIOUS SERVICES OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C)THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO CURATED & CONSCIOUS’ SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL CURATED & CONSCIOUS’ LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER.
THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF CURATED & CONSCIOUS’ BUSINESS, AND CURATED & CONSCIOUS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS.
PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
12. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) you have good and marketable title to each item of Property and have the right to consign and sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c)the Property does not include counterfeit goods; and (d) the Property does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation.
You hereby indemnify and hold Curated & Conscious harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Curated & Conscious as a result of or arising in any way out of Curated & Conscious display or sale of the Property, including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of sales, or copyright or trademark infringement. You expressly consent to the jurisdiction of a federal or provincial court located in Vancouver, British Columbia with respect to any matter arising under this Section 12.
This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between you and Curated & Conscious, whether tort, contract, or statutory, shall be governed by the laws of British Columbia, without regard to its conflicts of laws principles.
13. AMENDMENTS TO THIS AGREEMENT
Curated & Conscious may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ notice, including as set forth above in “Commissions and Payment” at Section 8 above, and by notifying you in accordance with “Notices” at Section 19, below.
Revised terms will not apply to Property already Accepted for consignment prior to the effective date of those revised terms.
You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms. If you do not agree to any revised terms, your sole recourse to terminate this Agreement in accordance with “Termination” at Section 9 above before the effective date of the revised terms.
14. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and Curated & Conscious regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter. Except as set forth in “Commissions and Payment” at Section 8 and “Amendments to this Agreement” at Section 13 above, this Agreement may be modified only by a writing signed by you and Curated & Conscious.
15. NO IMPLIED WAIVER
Any failure by you or Curated & Conscious to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
If any term of this Agreement is found by any court to be void otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
If you have any questions of comments about this Agreement, the Site or Curated & Conscious’ services or wish to terminate this Agreement, please contact Curated & Conscious by email at firstname.lastname@example.orgCurated & Conscious shall provide all notices to you at the email address or physical address that you have provided to Curated & Conscious. You are solely responsible for keeping that information current with Curated & Conscious.
You hereby agree that all agreements, notices, disclosures, and other communications that Curated & Conscious provides electronically to you satisfy any legal requirement that such communications be in writing.