Client Service Terms

1.1 Who we are. We are Imperial Trends LTD (we, us, our), a company registered in England and Wales under company number 15873319. Our registered office is 28 Frederick Road, Leicester, England, LE5 3HE, and our VAT number is GB472906080. Our email address is support@imperialtrends.uk.

1.2 What these terms cover. These terms apply to the store management, full management and fulfilment services we provide (the Services). You means the business that receives the Services.

1.3 Business customers only. We provide the Services only to businesses. By accepting these terms you confirm that you're acting for the purposes of your trade, business or profession (including a business you're setting up), not as a consumer, and that the person accepting them has authority to bind your business.

1.4 Your Order. Before we start, we'll send you a written proposal, quote or onboarding confirmation (your Order) setting out the Services, the marketplaces, your fees, your profit-share rate and anything else agreed for you. If we haven't sent a separate document, the details we've agreed with you in writing are your Order.

1.5 When the contract starts. The contract between us is made, on these terms and your Order, when you sign or accept your Order in writing (including by email or electronic signature) or, if earlier, when you first ask us to start work after we've sent you these terms.

1.6 What takes priority. If your Order and these terms conflict, your Order wins on that point. If anything else conflicts with these terms, these terms win. Your own terms and conditions, for example on a purchase order, don't apply.

1.7 What isn't part of the contract. Our website, marketing, sales conversations and anything said by Mira, our AI chat assistant, are not part of the contract unless your Order includes them (clause 30.1).

1.8 Words we use. In these terms:

• Account means any of your accounts that we use or help with, including marketplace seller accounts, supplier and buying accounts, advertising accounts and any remote computer (VPS) used to reach them;
• Marketplace means eBay, Amazon, Etsy, TikTok Shop, OnBuy or any other platform we agree to work on;
• Marketplace Rules means all of a Marketplace's terms, policies, programme rules, performance standards and instructions, as they change from time to time;
• Stock means goods of yours that we receive, store, prepare, pack or send;
• Working Day means Monday to Friday, except bank holidays in England;
• in writing includes email.

2.1 Store management. We run your shops on the Marketplaces you choose: product research and brand checks, listings, pricing, orders, buyer messages, returns and refunds, and account health checks. You can sell your own stock, dropship from a supplier, or both.

2.2 Full management. Everything in store management, plus we find and source products for you (you pay for the stock and own it), set up your shops, and store and send your orders from our warehouse.

2.3 Fulfilment (3PL). We receive and store your Stock at our warehouse at 10 St Marks Street, Leicester LE1 3BY, then pick, pack and send your orders. If your Order includes them, we also process returns and prepare Stock for Amazon's warehouses (Amazon prep).

2.4 What's included. Your Order says which Services we provide. Anything else is an extra service: we'll agree it with you in writing first, and we may charge for it.

2.5 Our standard. We'll provide the Services with reasonable care and skill, using people with suitable experience.

2.6 How we work. People run the Services and stay responsible for them. They're supported by software and AI tools, including our own, which help for example to watch prices and stock, check listings, match fees to orders and draft replies to buyers. Any of your data these tools handle is processed as clause 19 and our Privacy and Cookies Policy describe.

2.7 Marketplace Rules come first. We work within Marketplace Rules and the law at all times. We may refuse, pause or stop any task, listing or instruction that we reasonably believe would break Marketplace Rules or the law, or would put your Account at serious risk. We'll tell you why. Doing so is not a breach of these terms.

2.8 Service levels. We aim to:

1. (a) send orders that reach us by 12 pm on a Working Day the same day;
2. (b) answer buyer messages within 24 hours on Working Days;
3. (c) send every order within the Marketplace's dispatch or handling time.

2.9 These are targets, not guarantees. They don't apply on weekends or bank holidays, during peak periods or courier disruption, or while we're waiting for Stock, information, access or approval from you. Missing a target is not a breach of these terms unless the failure is material and repeated, and continues after you've told us about it in writing and given us at least 10 Working Days to put it right.

2.10 Changes to the Services. We may change how we provide the Services where Marketplace Rules or the law require it, or where the change doesn't materially reduce what you get. Any other change needs your agreement.

3.1 You must:

1. (a) give us complete and accurate information and instructions, in good time;
2. (b) give us the access we need (clause 9);
3. (c) approve products, suppliers and prices when we ask, and answer our questions promptly, and always before any Marketplace deadline we tell you about;
4. (d) tell us straight away about anything that could affect the Services or your Accounts, such as a warning, complaint or claim from a Marketplace, a buyer, a brand owner or an authority;
5. (e) not ask us to do anything that would break Marketplace Rules or the law.

3.2 You remain responsible for your business, including the decisions you make, your Accounts, your products and your legal and tax obligations.

3.3 If you don't do what this clause asks, or you're late, we're not responsible for any resulting delay or failure in the Services, and we may charge you any reasonable extra costs it causes us. We'll tell you before we charge.

4.1 How well a shop sells depends on many things we don't control, including demand, competition, prices, Marketplace algorithms and rules, suppliers, couriers and the economy. So we don't guarantee any level of sales, profit or return, any ranking or Featured Offer (Buy Box), any approval for a brand or category, any reviews, or any account health outcome.

4.2 Estimates, forecasts, product research, fee calculations, examples and anything else we say about likely results are our opinion at the time, given in good faith. They are not promises, and you decide whether to act on them.

4.3 What we do promise is to provide the Services in your Order with reasonable care and skill (clause 2.5).

5.1 Each Marketplace controls its own platform and makes its own decisions. These include whether to suspend, restrict, limit or close an Account; hold, delay or keep back funds; remove, block or hide listings; refuse brand or category approvals; change its fees, rules, policies, algorithms or performance standards; and decide buyer claims, returns, guarantee cases and chargebacks.

5.2 These are the Marketplace's decisions, not ours. We're not responsible for them, or for any loss they cause you, unless the decision was caused by our breach of these terms or our negligence. Even then, clause 21 (our liability) applies.

5.3 If a Marketplace changes its fees or rules, we'll adapt how we work. Such changes can reduce your profit, and we're not responsible for that. If a change significantly affects the Services or what they cost us to provide, we may change the Services or our fees under clause 27.

5.4 We'll tell you promptly if we learn of Marketplace action against your Account, and help you understand your options. Preparing and submitting an appeal is an extra service (clause 7).

8.1 You own your Accounts, shops, listings and customer relationships, and they stay in your name. Any Stock you buy is yours too.

8.2 You're responsible for your Accounts: for keeping them in good standing, for meeting the Marketplaces' requirements (such as identity checks and business details), and for everything done in them, except what we do in breach of these terms.

8.3 You're responsible for your business complying with the law and Marketplace Rules, including your taxes and VAT (clause 17), any registrations your products need, and product safety (clause 10).

8.4 Marketplaces may link accounts that share details. Before we start, you must tell us about every other selling account that you or your business hold or have held, including any that have been suspended or closed, because action against a linked account can affect yours.

8.5 Marketplaces pay your sales into your own bank account. We don't hold your money unless your Order says so.

9.1 You'll give us access to your Accounts in the way each Marketplace allows: through the Marketplace's own user and permission tools where it offers them, and otherwise through a private remote computer (a VPS) that you set up and control, as we'll explain when we start.

9.2 You stay the Account holder. You must keep your own passwords, two-factor authentication and recovery details safe, and not share them except as we've agreed.

9.3 We'll keep the access you give us confidential and secure, and use it only to provide the Services, in the way we've agreed.

9.4 We're not responsible for anything done in your Accounts by anyone other than us and our team, including you, your staff, other agencies and anyone who gets access through you, your devices or your VPS provider. We're not responsible for the security or availability of your VPS or its provider.

9.5 Tell us straight away if you think an Account or your VPS has been compromised.

9.6 When the Services end, you must remove our access, for example by changing passwords and removing our user permissions, and we'll stop all work in your Accounts. We won't use any access after the end date unless you ask us to in writing, for example to help with a handover.

10.1 You promise that every product you supply, choose or approve for sale or storage, and everything you give us to list (such as designs, text, images and files), is and will be:

1. (a) lawful to sell wherever it is sold, and safe;
2. (b) genuine, not counterfeit, replica or fake, and yours to sell: for branded goods, bought from the brand owner or an authorised source, with invoices that you'll keep and give us or the Marketplace on request;
3. (c) correctly described, labelled, marked and packed, as the law and Marketplace Rules require;
4. (d) compliant with product safety law;
5. (e) free from any infringement of anyone's trade marks, copyright, designs, patents or other rights;
6. (f) not a prohibited or restricted item under clause 11, unless we've agreed in writing and any approval needed is in place.

10.2 Product compliance is your responsibility. This includes UK product safety law; UKCA or CE marking; labelling and safety information; the EU General Product Safety Regulation when you sell into the EU or Northern Ireland, including having a responsible person there where it's required; the rules on electrical waste (WEEE), batteries and packaging (extended producer responsibility); and any specific rules for food, cosmetics, toys, electrical goods, chemicals or age-restricted products. We may point out problems we notice, but we don't check compliance and we're not responsible for it.

10.3 Brand checks. We check products for brand and intellectual property risk before we list them, for example against eBay's VeRO list and the Marketplaces' restricted item rules. A brand check lowers the risk but can't remove it, because not every rights owner is listed and rights owners can complain at any time. Our checks don't reduce your promises in this clause.

10.4 Product information. You'll give us accurate product information, including contents, materials, sizes, weights, any dangerous goods classification, expiry dates and safety information.

10.5 Your content. You promise that you own, or have permission to use, everything you give us (such as images, designs, text, logos and files), and that our using it for the Services won't infringe anyone's rights. You give us a free, non-exclusive licence to use it to provide the Services.

11.1 We won't list, buy, store or send:

1. (a) counterfeit, replica or fake goods, or goods that infringe anyone's intellectual property;
2. (b) items protected by a brand or rights owner (for example through eBay's VeRO programme) that you're not authorised to sell;
3. (c) anything illegal, or that a Marketplace prohibits.

11.2 Products in restricted categories, or that need a Marketplace's approval, can be listed only once the approval is in place and we've agreed in writing.

11.3 Dangerous goods. Before they're sent to us, you must tell us in writing about any batteries (especially lithium batteries), flammable items, aerosols, chemicals or anything else classed as dangerous goods, and give us their safety data sheets. We may refuse them, and you'll pay any extra handling costs.

11.4 We may refuse, delist, pause or set aside (quarantine) any product that we reasonably believe breaks this clause or clause 10. We'll tell you why. You pay the reasonable costs of quarantining, returning or disposing of it, and doing so is not a breach of these terms.

12.1 Approved suppliers. We'll only buy for your shops from suppliers you've approved, either ones you choose or ones we propose and you approve, and within any spending limits you set.

12.2 Buying on your behalf. When we buy stock or dropshipped items for you, we do it as your agent, on your authority, using a payment method in your name, such as your card saved in your own buying account. The purchase contract is between you and the supplier, and the charges are yours. We never see or store your full card number.

12.3 Card disputes. Disputes about card payments are between you and your card issuer. Please don't charge back purchases we made on your authority: if you do, you're responsible for the consequences, for example if a supplier closes the buying account.

12.4 Suppliers and couriers. Suppliers' and couriers' delays, stock shortages, price changes, quality problems, mistakes and failures are not our responsibility. We'll tell you about problems we spot and help you deal with them, for example by moving to another supplier with your approval.

13.1 Store management fee. For store management you pay us an agreed share of each month's profit from the shops we run. Your profit-share rate is in your Order.

13.2 Full management fee. For full management you pay the fees in your Order, which may be a share of the profit, a fixed fee, or both.

13.3 How profit is worked out. For each calendar month, profit is:

• the sales, and the postage paid by buyers;
• less the cost of the stock (what the supplier charged, less any supplier refunds), Marketplace selling, listing and payment fees (with any VAT the Marketplace charges on them), promoted listing and other advertising fees, refunds to buyers, return costs, the shop subscription and any other costs agreed with you;
• plus or minus any adjustments.

13.4 Buyer claims, returns and chargebacks. The costs of returns, refunds, "not as described" and other buyer claims, Marketplace guarantee cases and chargebacks are yours, whoever sent the order. They're taken off your profit on the statement as our system books them.

13.5 Our share. Our share is your profit-share rate applied to that month's profit. In a month with no profit, or a loss, our share is £0. Each month is worked out on its own, and a loss in one month isn't carried forward to a later month.

13.6 Orders waiting to be bought. An order that hasn't yet been bought from the supplier, or whose cost isn't known yet, isn't counted until it is. Your statement shows how many orders are waiting.

13.7 Estimates. Some figures, such as Marketplace fees, may be estimated until the Marketplace's own report confirms them. Any difference is corrected later, as the next clause explains.

13.8 Statements. We send you a statement for each month, normally early in the following month. It shows every order, every cost and our share. Once sent, a statement doesn't change: anything that arrives later for that month, such as a late refund, fee or correction, goes on the next statement we haven't yet sent, as an adjustment. You can see your orders and figures in our client system at any time.

13.9 Queries. If you think a statement is wrong, tell us in writing within 14 days of receiving it, with your reasons, and we'll look into it promptly. After 14 days the statement is treated as accepted, but either of us can still correct a clear error found later, on a later statement. Our records of sales, costs and fees are taken as correct unless you show they're wrong. You must still pay any part of a statement that isn't in dispute on time.

14.1 Fulfilment fees. For fulfilment you pay the fees in your Order. Where your Order doesn't set a price, the prices on our fulfilment page at the date of your Order apply. Postage is charged separately. Boxes and other packaging extras, returns processing and Amazon prep are charged as your Order or those prices say, or as we quote.

14.2 Storage. We don't charge for storage unless your Order says so. If Stock hasn't moved for 6 months, we may ask you to take it back or agree a storage charge with us.

14.3 Set-up fee and minimum term. There's no set-up fee and no minimum term for any of the Services unless your Order says so.

14.4 Extra services. Extra services, such as appeals, set-up work, Amazon prep, photography, special packaging, handling deliveries that don't meet our requirements, and special projects, are charged at the price we quote before we start.

14.5 Your costs. You pay the costs of your business, such as stock, supplier charges, postage, Marketplace fees and advertising. Most are paid directly from your own Accounts and cards; where we pay any of them for you, you'll repay us.

14.6 VAT. Our fees don't include VAT, which we'll add where it applies.

15.1 You must pay each invoice and statement within 14 days of the date we send it, by bank transfer to the account we give you, or another way we agree.

15.2 Late payment. If you pay late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998: statutory interest at 8% a year above the Bank of England base rate, the fixed compensation the Act allows for each late payment, and our reasonable costs of recovering the debt.

15.3 Pausing the Services. If any amount is overdue, we may pause all or part of the Services until you've paid, after giving you at least 7 days' written notice. While the Services are paused we may keep your Stock (clause 16.11). We're not liable for any loss caused by a pause under this clause, including orders sent late and the effect on your Accounts.

15.4 Set-off. We may deduct any amount you owe us from any amount we owe you.

15.5 Disputed amounts. If you dispute part of an invoice or statement in good faith, you must still pay the rest on time. We'll try to resolve the dispute under clause 29.

16.1 Ownership. Your Stock stays yours. We look after it for you while it's with us.

16.2 Your risk, your insurance. Your Stock is at your risk at all times: on its way to us, while we store and handle it, and after it leaves us. You must insure it for its full replacement value against loss, damage and theft, including in transit. We don't insure your Stock, and any insurance we hold for our own business doesn't cover it unless we agree otherwise in writing.

16.3 Our care. We'll take reasonable care of your Stock while we hold it. We're only responsible for loss of or damage to your Stock if it's caused by our negligence or our breach of these terms, and then clause 21 (our liability) applies. We're not responsible for loss or damage caused by unsuitable packing or labelling by you or your supplier, by the nature of the goods (for example perishability, leaks or expiry dates), by normal wear and tear, by events outside our control (clause 26), or by anything that happens after we hand a parcel to a courier.

16.4 Deliveries to us. For each delivery you must give us at least 2 Working Days' notice, listing the products and quantities, and make sure each carton is labelled with your business name, the products and the quantities, and packed to survive the journey. We may refuse a delivery that doesn't meet these requirements, or charge for the extra work at our standard rates, which we'll tell you before we charge.

16.5 Receipt report. When we've checked a delivery in, we'll send you a receipt report showing what we received. You must tell us in writing about any difference between what you sent and our receipt report within 5 Working Days of receiving it. After that, our receipt report is taken as correct.

16.6 Claims for loss or damage. You must tell us in writing about any claim for loss of or damage to Stock within 7 days of the date you knew, or should reasonably have known, about it, with reasonable evidence. If you don't, we're not liable for it.

16.7 Stock counts. Our stock records and counts are taken as correct unless you show they're wrong. Small count differences happen in every warehouse: a difference of up to 1% of the units of a product that we've received in any 12 months is normal and isn't a breach of these terms.

16.8 Sending orders. When we hand a parcel to a courier, it's in the courier's care and the courier's terms apply. We're not responsible for couriers' delays, loss or damage, but if we booked the delivery we'll help you claim from the courier. If you want extra cover, such as signed-for delivery or higher compensation, ask us: it costs extra.

16.9 Returns. If your Order includes returns processing, we'll receive returned items, check them by eye, and restock, set aside or dispose of them, following your instructions or our standard process. We don't test whether items work unless we've agreed to.

16.10 Amazon prep. If we prepare Stock for Amazon's warehouses, we'll follow Amazon's published requirements and your instructions. You're responsible for your shipment plans, for the labels and product data you give us, and for Amazon accepting the Stock: Amazon may refuse it, charge fees or repack it. If we make a mistake in our prep work, we'll put it right free of charge.

16.11 Our lien over Stock. If you owe us money, we may keep any of your Stock and goods that we hold until you've paid everything you owe us, whether or not the debt relates to that Stock (a general lien). If an amount stays unpaid for 30 days after it's due, we may, after giving you at least 60 days' written notice (or any longer notice the law requires), sell some or all of that Stock. We'll use the money to pay what you owe and our reasonable costs of selling, and pay any balance to you.

16.12 Collecting your Stock. When the Services end, you must pay what you owe and collect your Stock, or tell us where to send it at your cost, within 30 days. The same applies if, while the Services continue, we ask you for instructions about Stock and you give us none for 90 days. If you don't, we may charge reasonable storage at our standard rates and, after giving you at least 60 days' written notice (or any longer notice the law requires), sell the Stock or, if it can't reasonably be sold, dispose of it. We'll pay you any money left after deducting what you owe us and our reasonable costs.

17.1 You're responsible for your own tax affairs. That includes VAT registration and returns, VAT on your sales (including where a Marketplace collects VAT for you), income tax or corporation tax, customs duties and import VAT, and any registrations you need to sell abroad.

17.2 We don't give tax, legal or accounting advice. Anything we tell you about tax, VAT or the law is general information only: please take advice from a qualified adviser.

18.1 Ours. Our methods, systems, software, tools, templates and know-how, and our client system, stay ours. You may use our client system while we provide the Services.

18.2 Listings we create. Once you've paid our fees for them, you may use the listing text, titles and images we create for your shops, for your own shops, both while we work together and afterwards. Where they include material from suppliers or other people, such as supplier photos, their terms apply to that material. We may reuse our general know-how, and anything that doesn't identify you or contain your confidential information.

18.3 Yours. You keep the intellectual property in everything you give us. Clause 10.5 gives us a licence to use it for the Services.

18.4 Case studies. We'll only name you, use your logo, figures or quotes, or describe your results in our marketing with your written consent.

19.1 Our roles. Each of us will comply with UK data protection law (the UK GDPR and the Data Protection Act 2018). For the personal data of your buyers and customers that we handle to provide the Services (Buyer Data), you are the controller and we are your processor. For our own records about you and your team, we are the controller, and our Privacy and Cookies Policy explains how we use them.

19.2 What we process. We process Buyer Data while we provide the Services, and afterwards only as this clause allows. Buyer Data means buyers' and recipients' names, delivery addresses, phone numbers, order details, messages, and return and refund details. We use it to receive and send orders (including buying them from suppliers where we dropship for you), to deal with buyer messages, returns and refunds, and to keep order records and statements.

19.3 Our commitments. We will:

1. (a) process Buyer Data only on your documented instructions (these terms and your Order are your instructions), unless the law requires otherwise, in which case we'll tell you first unless the law forbids it; and tell you if we think an instruction breaks data protection law;
2. (b) make sure everyone who processes Buyer Data is bound to keep it confidential;
3. (c) keep it secure with appropriate technical and organisational measures;
4. (d) help you, as far as we reasonably can, to answer requests from people using their data protection rights, and to meet your obligations on security, personal data breaches, data protection impact assessments and consulting the regulator;
5. (e) tell you without undue delay after we become aware of a personal data breach affecting Buyer Data;
6. (f) give you the information you reasonably need to show that we meet this clause, and allow audits by you or an auditor you appoint, on reasonable notice and no more than once a year (unless the regulator requires it or there has been a breach), at your cost;
7. (g) delete or return Buyer Data when the Services end, as you choose, unless the law requires us to keep it.

19.4 Clearing buyer details. Our system clears buyers' names, addresses and phone numbers automatically: 90 days after an order is closed (delivered, cancelled or refunded), or 120 days after it was sent if it's never marked delivered, and in any case 12 months after the sale. We keep the order record without those details, as part of your shop's records, for 6 years for accounting and tax.

19.5 Sub-processors. You give us general permission to use sub-processors: our staff and contractors, including team members outside the UK; our software, hosting and email providers; and the suppliers and couriers who send your orders. Our current providers are listed in our Privacy and Cookies Policy. We'll make sure each sub-processor is bound by data protection terms that protect Buyer Data as well as this clause does, and we remain responsible to you for their work. We'll tell you before we add or replace a provider on that list; you can object on reasonable grounds, and if we can't resolve your objection, either of us may end the affected Services.

19.6 Transfers outside the UK. We may transfer Buyer Data outside the UK, for example to team members and contractors who may work outside the UK, but only under the UK's international data transfer terms or another safeguard that UK data protection law allows.

19.7 Your commitments. As controller, you must have a lawful basis for the processing, give your buyers the privacy information the law requires (for example in your shop's privacy notice), and make sure your instructions to us are lawful. We'll follow the Marketplaces' own rules on buyer data, which generally allow it to be used only to complete the order.

19.8 Clause 21 (our liability) applies to claims between us under this clause.

20.1 Each of us will keep the other's confidential information confidential. That includes business information, Account access details, supplier details, prices and terms, statements and Buyer Data. Each of us will use it only for the Services, and share it only with people who need it for the Services (such as our team and professional advisers) and who must keep it confidential too.

20.2 This doesn't apply to information that is or becomes public (other than through a breach of this clause), that the receiving party already had or develops independently, or that the law, a court or a regulator requires to be disclosed. In that last case, where the law allows, the party disclosing it will tell the other first.

20.3 This clause continues for 3 years after the Services end, and for Account access details and personal data for as long as either of us holds them.

22.1 You'll indemnify us against, which means pay us back for, all losses, damages, fines, penalties, costs (including reasonable legal costs) and expenses we suffer from any claim, complaint or action by a buyer, a brand or rights owner, a Marketplace, an authority or anyone else, to the extent it arises from:

1. (a) your products, including claims about their safety, defects, labelling, recalls or authenticity, or that they infringe anyone's intellectual property;
2. (b) content or instructions you gave us;
3. (c) your breach of clause 8, clause 10, clause 11 or clause 17.

22.2 This indemnity doesn't apply to the extent that a loss was caused by our negligence or our breach of these terms.

22.3 If we receive a claim that this indemnity covers, we'll tell you promptly, give you reasonable information about it, and not settle it without consulting you.

23.1 You must keep suitable insurance for your business, including insurance for your Stock (clause 16.2) and product liability insurance for the products you sell.

24.1 While we provide the Services, and for 12 months after they end, you won't, directly or indirectly, employ, engage or try to recruit any of our staff, contractors or virtual assistants (VAs) who worked on your Services in the 12 months before, without our written consent.

24.2 This doesn't stop you employing someone who answers a general job advert that wasn't aimed at our team.

25.1 These terms continue until the Services end under this clause.

25.2 With notice. Either of us may end the Services, or any one of them, by giving the other at least 30 days' notice in writing.

25.3 Straight away. Either of us may end the Services straight away by written notice if the other:

1. (a) commits a serious breach of these terms that can't be put right, or doesn't put it right within 14 days of being asked to in writing; or
2. (b) becomes insolvent, for example goes into administration, liquidation or receivership, makes an arrangement with its creditors, is made bankrupt or stops trading (where the law allows the contract to be ended for this reason).

25.4 We may also end or pause the Services straight away by written notice if a Marketplace or the law requires it; if you ask us to do something that breaks Marketplace Rules or the law and don't withdraw the request; if an Account we work on is closed or suspended so that we can't provide the Services; or if you haven't paid an overdue amount within 14 days of a written reminder.

25.5 When the Services end:

1. (a) all our fees and your costs up to the end date become due, including our share for the final month or part-month, worked out in the usual way, and anything that arrives later goes on a final statement;
2. (b) you must remove our access to your Accounts, and we'll stop all work in them (clause 9.6);
3. (c) you must collect your Stock within 30 days (clause 16.12), and our lien continues (clause 16.11);
4. (d) we'll delete or return Buyer Data (clause 19);
5. (e) each of us will return or delete the other's confidential information, except what it must keep by law.

25.6 Ending the Services doesn't affect any rights either of us already has. The clauses that by their nature should continue, including those on fees and payment, Stock, intellectual property, data protection, confidentiality, liability, the indemnity, non-solicitation, disputes and the law, continue to apply.

26.1 We're not liable for any delay or failure caused by events outside our reasonable control, such as Marketplace outages or changes, internet or power failures, courier or postal disruption or strikes, fire, flood or severe weather, epidemics, government action, war or civil unrest, or cyber attacks despite reasonable security.

26.2 If such an event happens, we'll tell you and do what we reasonably can to limit its effect. If it stops us providing a Service for more than 30 days, either of us may end that Service by written notice.

27.1 We may change these terms or our fees by giving you at least 30 days' notice by email. If you don't agree to a change, you can end the Services by giving notice before the change takes effect, and the old terms will apply until the Services end. If you carry on using the Services after the change takes effect, the change applies.

27.2 We may make a change sooner if Marketplace Rules or the law require it, and we'll give you as much notice as we reasonably can.

27.3 Any other change to these terms or your Order must be agreed in writing by both of us.

28.1 We may use subcontractors to provide the Services, such as our staff, contractors and VAs, and software and hosting providers. We remain responsible for their work under these terms as if it were our own. Couriers, and the suppliers you approve, are not our subcontractors (clause 12 and clause 16).

28.2 You may not transfer your rights or obligations under these terms without our written consent. We may transfer ours to a business that takes over all or part of our business, and we'll tell you if we do.

29.1 Complaints first. If you're unhappy with the Services, email support@imperialtrends.uk with the details. We'll reply within 10 Working Days and try to put things right.

29.2 Dispute notice and talks. If a complaint isn't resolved, either of us may send the other a written dispute notice. Senior people on each side will then talk in good faith to try to resolve the dispute within 30 days of the notice.

29.3 Mediation. If the dispute isn't resolved within those 30 days, either of us may refer it to mediation under the Model Mediation Procedure of CEDR, the Centre for Effective Dispute Resolution. We'll share the mediator's fees equally and each pay our own costs.

29.4 Court. If the dispute isn't resolved within 30 days of the mediator's appointment, or if either of us refuses to mediate, either of us may take it to the courts of England and Wales.

29.5 This clause doesn't stop either of us from going to court for urgent relief, such as an injunction, or to stop a claim becoming time-barred, and it doesn't stop us claiming fees that aren't genuinely disputed.

30.1 Entire agreement. These terms and your Order are the whole agreement between us about the Services. They replace anything said or written before, including on our website, in our marketing, in sales conversations and by Mira, our AI chat assistant. Each of us confirms that it hasn't relied on any statement or promise that isn't in them. This doesn't limit liability for fraud or fraudulent misrepresentation.

30.2 No partnership. Sharing in your profit doesn't make us partners. Nothing in these terms creates a partnership, joint venture or employment relationship, and neither of us can bind the other, except that we act as your agent when we buy for you or act in your Accounts as these terms allow.

30.3 No rights for anyone else. Only you and we can enforce these terms. No one else has any rights under the Contracts (Rights of Third Parties) Act 1999.

30.4 Notices. Notices under these terms must be in writing and sent by email: to us at support@imperialtrends.uk, and to you at the email address in your Order, or the one you've most recently given us in writing. An email notice counts as received when it's sent, unless the sender gets a message saying it wasn't delivered; if it's sent after 5 pm or on a day that isn't a Working Day, it counts as received at 9 am on the next Working Day. Court documents can't be served by email.

30.5 If part is invalid. If a court decides that any part of these terms is invalid or unenforceable, that part applies with the smallest change needed to make it valid, or if that isn't possible it is removed. The rest of these terms stay in force.

30.6 Not enforcing a right. If either of us delays or doesn't enforce a right, that doesn't mean it has given the right up. A waiver only counts if it's in writing.

30.7 Bribery and modern slavery. Each of us will comply with the Bribery Act 2010 and the Modern Slavery Act 2015, and won't do anything that would break them. We may end the Services straight away if you breach this clause.

30.8 Signing. Your Order can be signed or accepted electronically, and in separate copies that together form one document.

30.9 Law and courts. These terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the law of England and Wales. Subject to clause 29, the courts of England and Wales have exclusive jurisdiction.