Your use of and access to the Distinctive Retail Group LTD (“Our”) services are subject to the following terms defined below; Please read these carefully.

If you do not agree to all of the following terms, you may not use or access the services in any manner.

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Please read on and review the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at hello@distinctiveretail.com.

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These Terms of Use (the “Terms”) are a binding contract between you and Distinctive Retail Group LTD (“Distinctive”, “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in whatever way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.

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Changes to these Terms

As we are a new start-up company, we are constantly working very hard to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the www.distinctiveretail.com or distinctive.supply websites, by sending you an email, and/or by some other means.

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If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

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Overview of Services

You may be required to sign up for an account, and select a password and user name (“User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

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You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and asked your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organisation or entity, you represent and warrant that you are authorised to agree to these Terms on that organisation or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

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You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorised to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

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You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

Additional terms

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

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1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Distinctive);

2. Violates any law or regulation, including any applicable export control laws;

3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

4. Jeopardises the security of your Distinctive account or anyone else’s (such as allowing someone else to log in to the Services as you);

5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;

6. Violates the security of any computer network, or cracks any passwords or security encryption codes;

7. Runs a form of auto-responder or ‘spam’ on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

9. Copies or stores any significant portion of the Content;

10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

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Confidentiality

You understand that Distinctive has disclosed or may disclose information relating to Distinctive’s technology or business (including pricing accessible only to authorised users) (hereinafter referred to as “Proprietary Information”). You agree: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary information solely to those employees with a need to have access thereto for purposes of these Terms, and (iii) to take the same security precautions to protect against disclosure or unauthorised use of such Proprietary Information that you take with your own proprietary information, but in no event less than reasonable precautions to protect such Proprietary Information. The foregoing will not apply with respect to any information that you can document (a) is or becomes generally available to the public other than through your own wrongful act, or (b) was in your possession or known by you prior to receipt from us, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed without use of any Proprietary Information. Nothing in this Agreement will prevent you from disclosing the Proprietary Information pursuant to any court or governmental order, provided that you give us reasonable prior notice of such disclosure to contest such order.

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A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

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Your rights in the Services

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Distinctive’s) rights.

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You understand that Distinctive designed, developed and owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

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User generated information

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions may be viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

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For all User Submissions, you hereby grant Distinctive a license to translate, modify and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

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If you store a User Submission in your own personal Distinctive account or input a temporary User Submission, in each case in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Distinctive the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

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If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Distinctive the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Distinctive the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Distinctive users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Distinctive’s business for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your Distinctive account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Distinctive’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

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Finally, you understand and agree that Distinctive, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

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Areas of responsibilities

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by Distinctive. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Distinctive is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilise.

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Your interactions with organisations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organisations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Distinctive shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

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If there is a dispute between participants on this site, or between users and any third party, you agree that Distinctive is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Distinctive, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

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Fees

We reserve the right to charge for some or all Services. We will notify you before any Services you are using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

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Termination

You can terminate the Services at any time, by contacting us at hello@distinctiveretail.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

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Distinctive is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Distinctive has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

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Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination.

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Warranty

Neither Distinctive nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “As-Is” and without any warranty of any kind from Distinctive or others (unless provided expressly and unambiguously in writing for a specific product).

The Services and content are provided by Distinctive (and its licensors and suppliers) on an “as0is” basis, without warranties of any kind, either expressed or implied, including without limitation, implied warranties of sales or listing potential, fit for purpose, non-infringment of any IP, or that the use of the services will be continuous or error -free.

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Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify and hold Distinctive, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

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Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Distinctive’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

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General

• We shall not be liable to you:

  • in the event that we are prevented or delayed in performing our obligations to you by reason of any matter or event beyond our reasonable control (including but not limited to strikes, failure of supplies or transport or other services);

  • as regards any inaccuracy in any forecast submitted to you.

• We shall not be liable to you (in contract or in tort) for any loss of profit or business caused by us.

• Our aggregate total liability to you for any breach of contract or negligence shall be limited to an amount equal to the lower of the fees and other sums paid or payable by you to us in respect of the services which were provided negligently or in breach of contract and shall not in any event exceed £100.

• Each of the parties acknowledges that it is not entering into this Agreement in reliance upon any representation, warranty, collateral contract or other assurance except those set out in this Agreement. Each of the parties waives all rights and remedies which, but for this clause, might otherwise be available to it in respect to any such representation, warranty, collateral contract or other assurance, but nothing in this clause 8 shall limit or exclude any liability for fraud.

• You shall not be entitled to assign, transfer or sub-contract your rights under this Agreement in whole or in part without first obtaining our written consent.

• This Agreement shall not constitute or be deemed to constitute a partnership or other form of joint venture between you and us or constitute or be deemed to constitute either party the agent or employee of the other for any purpose whatsoever.

• No person who is not a party to this Agreement is entitled to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

• Each provision of this Agreement is severable and distinct from the others. If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

• This Agreement and the Conditions from time to time in force set out the entire agreement and understanding between you and us relating to the matters contemplated by this Agreement, and all conditions, terms and warranties, whether express or implied, are excluded if they are not expressly set out in this Agreement or the Conditions.

• Any notice to be served by either party on the other shall be served by first class registered post to the registered office or principal place of business of the other party from time to time and shall be deemed to have been received 2 business days after posting.

• This Agreement, and all non-contractual disputes arising from it, shall be governed by, and shall be interpreted in accordance with, English law and the parties submit to the exclusive jurisdiction of the English Courts in relation to all matters arising out of or in connection with this Agreement.