Terms & Conditions - Lender
Siz Fashion Rental FZ-LLC, an entity established under the laws of UAE, with trade license number 101264, with correspondence address at In5 Tech Dubai Internet City Dubai, UAE, contact number +971 55 367 4923, email address hey@siz.ae and represented in this Agreement.
(Siz and Lender individually are referred to as “Party” and collectively as “Parties”)
The Parties agree as follows:
1. Definitions
Capitalized words and phrases hereunder shall have the following meanings
-
Agreement
means this lender’s agreement by and between the Parties;
Confidential Information
means all information in whatever form (including in written, oral, visual or electronic form, and copies thereof) that is directly or indirectly disclosed by either Party to the other Party in connection with this Agreement, including but not limited to,
(i) the business, finances, marketing, technical information, operations, plans, forecasts and content strategy documents, other technical or business information, related to either Party;
(ii) personal data of either Party or of Customers;
(iii) databases, emails, all intellectual property (whether registered or not), processes, methods, systems;
(iv) the Siz Fees and Rental Fees of each Product;
(v) the terms of this Agreement; and
(vi) discussions and negotiations pertaining to proposed contracts.
But excludes:
(i) any information that is required to be provided by a Party to a legal or regulatory authority;
(ii) information which is in the public domain other than as a result of a breach of this Agreement;
(iii) information independently derived or sourced from a third-party that is not under any contractual or legal obligation; and
(iv) information already known to the receiving Party prior to disclosure;
Customer(s)
means a customer who rents a Product from Siz in accordance with the Rental T&Cs;
Effective Date
means the date of commencement of this Agreement as specified on page 1 above when this Agreement becomes valid and binding on the Parties and commences in effect;
Product(s)
means and includes clothes, accessories and/or bags owned by the Lender and made available to Siz and Customers in accordance with this Agreement;
Rental Fees
means the rental fee paid by a Customer to Siz for a Product;
Siz Fees
means a portion of the Rental Fees payable to Siz by the Lender as specified in clause 3.1;
Rental T&Cs
means the valid and binding agreement between Siz and Customers that governs their relationship of lending and renting the Products;
Rental Period
means the period for which the Customer is permitted to rent a Product from Siz;
Representatives
a small number of its designated employees, advisors, consultants, officers, directors, agents, associated parties within the disclosing Party’s organisation who are directly connected to the performance of this Agreement; and
Term
means the duration of this Agreement commencing on the Effective Date.
2. Inventory of Products
2.1 Parties shall mutually agree to the initial inventory of Products and to the Rental Fees of each Product. The Lender agrees that Siz may lend Products to Customers, subject to the Rental T&Cs.
2.2 The Lender may add or remove Products from the agreed initial inventory of Products by providing prior written notice to Siz. Provided always that the Lender shall not redact/remove a Product that is confirmed to a Customer until conclusion of the Customer’s Rental Period.
2.3 Storage of inventory:
(i) The Lender authorizes Siz to store Products in its storage space/ warehouse for the Term, and to accept any Customer requests to rent Products from such stored inventory, at its sole discretion, by providing written notice to the Lender.
(ii) Alternatively, the Lender may store some Products with herself during the Term. Siz shall notify the Lender of any Customer requests to rent such Products and the Lender shall either accept or reject such request in writing within (five)hours of receiving Siz’s notice. Upon accepting the request, the Lender shall be responsible for the packaging, shipping and delivery of the Product to Siz’s storage space/ warehouse, at her sole cost and liability. Upon completion of the Rental Period of such Product, Siz shall return the Product to the Lender within (seven) days.
2.4 Siz reserves the discretion to adjust the Rental Period of a Product, by providing written notice to the Lender to which the Lender has no objection or claim.
2.5 Any exchange requests approved by Siz in accordance with the Rental T&Cs shall be accepted by the Lender.
2.6 Any cancelled orders approved by Siz in accordance with the Rental T&Cs shall be accepted by the Lender.
2.7 The Lender shall provide Siz accurate details, clear images and detailed description of the Products, promptly upon request.
3. Payment terms.
3.1 The Siz Fees shall be equivalent to (x)% of the Rental Fees of each Product.
3.2 Siz shall deduct the applicable Siz Fees and dry cleaning charges from the Rental Fees for each Product and pay the balance amount to the Lender within thirty (30)days of conclusion of the Rental Period.
3.3 Parties agree that Siz shall not be liable to pay any fees, expenses, costs or charges with respect to the Products. Any such fees, expenses, costs or charges paid by Siz on behalf of the Lender shall be immediately reimbursed by the Lender upon request. If the Lender fails to or materially delays any such reimbursements, Siz reserves the right to deduct any such amounts from the Rental Fees payable to the Lender under this Agreement.
3.4 In the event of any dispute related to fees, expenses, costs, or charges, both Parties shall engage in good faith negotiations to resolve the matter amicably. If the dispute remains unresolved, it shall be subject to the dispute resolution procedure detailed in clause 10 of this Agreement.3.5 Payments made by the Lender to Siz shall be executed via [insert preferred payment method] to the bank account details specified in [x]. Siz shall similarly make payments to the Lender using the same preferred payment method, with bank account details provided by the Lender.
4. Intellectual Property
4.1 The title in the Products shall not transfer from the Lender to Siz or the Customer during the Term.
4.2 Pursuant to clause 2.7, the Lender grants Siz an irrevocable, royalty-free and perpetual license to use any photos provided by the Lender for the purpose of this Agreement. Lender grants Siz the license to upload, use, showcase, display, share, disseminate, edit, amend, make copies of information and images related to the Products, on its website, social media or otherwise in physical or digital form, solely for the purpose of marketing and promotion, unless agreed otherwise by the Parties in writing. Lender hereby provides her consent and agrees to notify Siz in writing if she wishes to limit or restrict Siz in the manner described in this clause. A lack of such notice shall automatically be regarded as the Lender’s acceptance of this clause.
4.3 The Lender waives all claims against Siz in this respect, including but not limited to claims of breach of confidentiality
4.4 Any photos, information or details of the Products uploaded or shared by Siz on its own accord or using its own resources, on its website, social media or otherwise in physical or digital form, are the property of Siz, unless agreed otherwise in writing. The Lender may utilise, share or re-upload such photos, information or details by providing due written credit to Siz or by tagging Siz on its social media, as applicable. Siz reserves the right to bring a claim against the Lender for a breach of this clause 4.3.
4.5 This clause 4 shall survive termination of this Agreement.
5. Confidentiality
5.1 Each Party agrees that during the Term and for a period of two (2) years following termination of this Agreement, it shall use the other Party’s Confidential Information only for the purpose of this Agreement, and that it shall not disclose the other Party’s Confidential Information except in accordance with this clause 5.
5.2 Siz may disclose Confidential Information to its Representatives on a strict need-to-know basis, solely for the purpose of performance of this Agreement, provided that the confidentiality obligation herein is extended to them by Siz. The Lender shall not disclose Siz’s Confidential Information to its Representatives, unless prior approved by Siz in writing.
5.3 Parties agree that Siz shall not be obligated to share the Customer’s personal data or information with the Lender during the Term or at any time after termination, except in case of a dispute between the Customer and Lender in accordance with the process specified in clauses 8 hereunder.
5.4 This clause 5 shall survive termination of this Agreement.
6. Warranties
6.1 Each Party warrants to the other Party as follows:
(i) as at the Effective Date, the Party is fully capable to enter into this Agreement and perform the obligations hereunder;
(ii) all the information shared and disclosed to the other Party is true and an honest representation of facts at all times;
(iii) it shall not sub-contract, share, transfer, sell, adapt or otherwise deal, part with or dispose-off its interest in this Agreement or any part of it.
6.2 The Lender hereby warrants to Siz that he/she owns the title in the Products.
7. Indemnity and Limitation of Liability
7.1 The Lender hereby agrees and accepts to save, defend, indemnify and hold harmless Siz and its Representatives against all liabilities, demands, costs, expenses, claims, actions, proceedings (including all direct loss or punitive damage or loss, fines, penalties, interest and loss of profit, or any other form of economic loss) that may arise out of or in connection to default in obligations, or breach of warranties or representations by the Lender, or any claim, demand, action or other proceedings by any third-party, including but not limited to Customer with respect to Products.
7.2 Siz hereby agrees and accepts to save, defend, indemnify and hold harmless the Lender against direct loss, liability. demands, cost, expense, claim, action, proceedings that may arise out of or in connection to default in obligations agreed hereunder, or breach of warranties, incurred or suffered by the Lender as a result of material breach or gross negligence by Siz. In no event shall Siz be liable to the Lender for any contingent, indirect, incidental, consequential, extra contractual or exemplary or punitive damages, or for damages for lost sales or leads or profits regardless of whether the Lender has been advised of the possibility of such damages. The limitations above apply to all causes of action in the aggregate, whether in contract, tort (including negligence) or any other legal theory (including strict liability).
7.3 Notwithstanding any other provision hereunder, Siz’s total aggregate liability towards the Lender’s the total aggregate liability of Siz, its affiliates and representatives to the Lender for all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the agreed value of the disputed Product.
8. Complaints
8.1 The Lender shall directly contact the Customer to resolve any complaints, including but not limited to Customer complaints and any Lender complaints arising out of Siz’s Product inspection report. Subject to clause 5.3, Siz may provide details to the Lender for the purpose of complaint resolution.
8.2 Whilst Siz shall use reasonable measures to facilitate mediation between the Lender and Customer, Siz shall not be obligated or responsible to resolve any complaint or dispute between the Lender and Customer.
9. Termination and Effects of Termination
9.1 Either Party may terminate this Agreement by providing written notice of at least two (2) months to the other Party. Each Party shall continue to perform its obligations during the notice period.
9.2 Notwithstanding any other provision of the Agreement, this Agreement shall immediately terminate by written notice ifeither Party fails to comply with any material provision of this Agreement and refuses or materially delays to remedy such failure within seven (7) days of written notice.
9.3 Immediately after termination, each Party shall destroy the Confidential Information shared by the other Party, including but not limited to all physical and digital copies of the Confidential Information, immediately retract all Confidential Information in possession of the receiving Party’s Representatives, and delete all intangible information in a secure manner upon the disclosing Party’s request, after transferring a copy electronically to the disclosing Party. Neither Party shall use, share, rely on (in any manner) the disclosing Party’s Confidential Information except for its return or destruction under the terms of this Agreement. Any loss or damage to items intended to be returned under this clause shall have pecuniary liability, to which the receiving Party agrees and has no objection.
9.4 Termination of this Agreement shall not affect either Party’s accrued rights and remedies, including the right to claim damages caused due to any material, unremediedbreach of Agreement that existed on or prior to the date of termination.
9.5 This clause 9 shall survive termination of the Agreement.
10. Governing law and jurisdiction.
This Agreement and any dispute or claim arising out of, or in connection with them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with the laws of the United Arab Emirates. Any dispute arising out of or in connection with this Agreement including any question over its validity, construction or existence shall be exclusively settled by reference to the courts of Dubai.
11. General terms.
11.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral.
11.2 This Agreement may be modified by mutual written consent of the Parties.
11.3 The Lender shall not assign this Agreement to any third-party without prior written consent of Siz. Siz may assign this Agreement hereunder to a third-party by providing written notice to the Lender.
The Parties hereby acting by their duly authorised representatives agree to be bound by the terms of this Agreement
Last updated 18 April 2024