SECRET SHOPPERS ? PURCHASE TERMS

1. ABOUT US
   1. Who we are. We are Secret Shoppers UK Limited, with registered no. 09211365 and registered address at 69 Hamilton Road, Oxford, United Kingdom OX2 7QA (we, us or our). Our VAT number is 209152724.
   2. What we do. We offer personal concierge services (our services) to our customers on the terms as set out below. We act as your agent with the authority to purchase and deliver products in accordance with your instructions and on your behalf.
   3. What these terms cover. These are the terms and conditions on which we supply our services to you. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide our services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.
   4. How to contact us. You can contact us by telephoning our customer service team at 07815963748 or by writing to us at 69 Hamilton Road, Oxford, United Kingdom, OX2 7QA or [email protected] or contacting us via our website: http://www.secretshoppersuk.com/.
   5. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order. “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
2. OUR CONTRACT WITH YOU
   1. What our contract covers: Our contract with you covers the provision of our services to you, where we act as your agent with the authority to purchase and deliver products in accordance with your instructions and on your behalf. Our contract with you does not cover the products. The contract for the products is between you and the relevant manufacturer or retailer, which we enter into on your behalf as your agent.
   2. How we will accept your order for our services. Our acceptance of your order for our services will take place when we email you to accept it, at which point a contract will come into existence between you and us.
   3. If we cannot accept your order for our services. If we are unable to accept your order for our services, we will inform you of this in writing and will not charge you for the relevant product(s) or our services. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, or because you have not provided us with sufficient information relating to your order or your personal details (including name, email address, postal address, payment information, and phone number) or because we are unable to meet a delivery deadline you have specified.
   4. How we will use your personal information. We will use the personal information you provide to us in accordance with our Privacy Policy available on www.secretshoppersuk.com.
3. SERVICES
   1. Our fees. Our fees for our services are approximately 10% of item value, with minimum ?50 service charge on items less then ?500.
   2. When we will provide our services. We will begin our services the date we accept your order. The estimated completion date for our services is as told to you during the order process.
   3. We are not responsible for delays outside our control. If our services are delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for our services and any products you have paid for but not received.
   4. We may also suspend our services and the supply of the products if you do not pay. If you do not pay us for our services or the products when you are supposed to (see clause 4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend our services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending our services. We will not suspend our services where you dispute the unpaid invoice. We will not charge you for our services during the period for which they are suspended. As well as suspending our services we can also charge you interest on your overdue payments (see clause 4.5).?
4. PRICE AND PAYMENT
   1. Where to find the price for the product. The price of the product (which includes VAT) will be the price as communicated to you (either by phone, email, via the website or web chat), and in any event it will be indicated on the order pages when you place your order via our website. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 4.3 for what happens if we discover an error in the price of the product you order.
   2. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
   3. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
   4. When you must pay and how you must pay. We accept payment with all major card providers including American Express. For our services, you must make an advance payment of our fees, before we start providing them.
   5. We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
5. DELIVERY
   1. Time of delivery. During the order process we will let you know when the products will be delivered to you. We will seek to have the products delivered to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order, unless otherwise agreed with you.
   2. Delivery Costs. Our typical delivery costs are between ?10 to ?30 for an item and the costs of delivery of your order will be set out on the order pages when you place your order, as the weight and number of items will determine the exact delivery costs.
   3. If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, courier will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
   4. If you do not re-arrange delivery. If you do not collect the products from courier company as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 9.1 will apply.
   5. When you become responsible for the product. The product will be your responsibility from the time we deliver the product to the address you gave us or you collect it from us.
   6. When you own goods. You own a product which is goods once we have received payment in full.
6. IF YOU NEED TO MAKE? CHANGES

If you wish to make a change to the order you have made before it is dispatched to you, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, our fees, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 7.2(a) – Your rights to end the contract).

1. YOUR RIGHTS TO END THE CONTRACT
   1. You can always end your contract with us.? Your rights when you end the contract will depend how we are performing and when you decide to end the contract:
      1. If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2;
      2. If you have just changed your mind, see clause 7.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay.
   2. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
      1. we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6);
      2. we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
      3. there is a risk that supply of the products may be significantly delayed because of events outside our control; or
      4. you have a legal right to end the contract because of something we have done wrong (including because we have delivered late without any advance notification).
   3. How long do I have to change my mind?

Our Services: You have 14 days after the day we email you to confirm we accept your order. However, once we have completed our services (i.e. when you have received your order) you cannot change your mind, even if the period is still running. If you cancel after we have started our services, you must pay us for our fees for our services provided up until the time you tell us that you have changed your mind.

1. HOW TO END THE CONTRACT WITH US (INCLUDING CHANGING YOUR MIND)
   1. Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:?

Phone or email. Call customer services on 07815963748 or email us at [email protected]. Please provide your name, home address, details of the order and, where available, your phone number and email address.

1. 1. How we will refund you.? If we have not purchased the product you have ordered, we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions for our services from the price, as described below.
   2. Deductions from refunds if you are exercising your right to change your mind. We may deduct from any refund our fees, as set out in Schedule 1 of this document, for the supply of our services for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
   3. When your refund will be made. We will make any refunds due to you as soon as possible. Your refund will be made within 14 days of your telling us you have changed your mind.
2. OUR RIGHTS TO END THE CONTRACT
   1. We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
      1. you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
      2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, including the information as set out in clause 2.2; or
      3. you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.
   2. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9 we will refund any money you have paid in advance for products we have not purchased for you, but we may deduct or charge you our fees which would have been payable.
3. IF THERE IS A PROBLEM WITH THE PRODUCT OR OUR SERVICES
   1. How to tell us about problems. If you have any questions or complaints about our services, please contact us. You can telephone our customer service team at 07815963748 or write to us at [email protected] or 69 Hamilton Road, Oxford, United Kingdom OX2 7QA.
   2. Issues relating to the products. If you have changed your mind or have a problem with your product or you wish to exercise your legal rights to reject products, it will be in accordance to the terms and conditions of the retailer / designer item has been purchased from. If you would like to exchange the item due to an error made at your end, then you will be responsible for safely delivering the goods back to us. Items must be returned in the exact same condition as received otherwise we cannot help with an exchange. You will also have to pay for redelivery of the item back to you and any related custom fees.
   3. Summary of your legal rights. We are under a legal duty to supply services that are in conformity with this contract. See the box below for a summary of your key legal rights in the UK in relation to our services and the products. Nothing in these terms will affect your legal rights.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

1. 1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
   2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the provision of our services, in particular that they are supplied with reasonable skill and care, within a reasonable time and for a reasonable price.
   3. We are not liable for business losses. We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

1. OTHER IMPORT TERMS
   1. Transfer of this agreement. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. If you are unhappy with the transfer you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
   2. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
   3. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
   4. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
   5. Which laws apply to this contract and where you may bring legal proceedings. These terms and any non-contractual obligations arising out of them shall be governed by and construed in accordance with your local law and the jurisdiction of your national courts.
   6. Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may submit your disputes for online resolution to the European Commission Online Dispute Resolution platform (click here).

Schedule 1