Acceptance of Agreement
This is an agreement between User ( hereinafter referred to as “you” or “your”) and SoUnique,a Partnership( hereinafter referred to as “SoUnique,” “we,” “us” or “our”) that governs your use of the SoUnique.pk website, any mobile app we may provide, and any related tools and services (collectively, the “Services”). When you access or use the Services in any way or express your consent to these terms in any other respect, you agree to be legally bound by these Terms and Conditions (“Terms”). Please make sure you review these Terms carefully, as they contain important information about your rights and obligations, including arbitration of legal disputes.
“SoUnique Content” means all Content that SoUnique makes available through the Services, including any Content licensed from a third party, but excluding User Content. “Collective Content” means User Content and SoUnique Content. “Content” means text, graphics, images, music, software, audio, video, information or other materials. “Buyer” means a User who buys a product from a Posting via the Services. “Seller” means a User who creates a Posting to sell via the Services. “Posting” means a product that is listed by a Seller as available for sale via the Services. “Product” means a good(s)listed for sale by Seller or purchased by Buyer. “User” means a person who visits our website, completes the SoUnique account registration process, or uses the Services in any other respect, and include but are not limited to Sellers and Buyers. “User Content” means all Content that a user posts, uploads, publishes, submits or transmits to be made available through the Services. “Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, provincial and federal indirect or other withholding and personal or corporate income taxes.
SoUnique is an online marketplace designed to facilitate the buying and selling of tasteful used furnishings and other products among a community of discerning bargain hunters. We are committed to providing a positive experience for Buyers and Sellers in each transaction.
You cannot use the Services if:
- You are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using the Service;
- Fail to deliver payment for Items purchased by you, unless the Seller has materially changed the item’s description after you buy, or a clear typographical error is made;
- Post for sale any Item to which you do not hold full legal ownership rights or which is subject to any lien or transfer limitation;
Account Registration; Passwords and Security
Upon registration of your account you will be considered a member of SoUnique with user permissions eligible to use SoUnique for permitted activities, including the buying and selling of Products. You are responsible for keeping your account information accurate and current. You are responsible for maintaining the confidentiality of your password and account information and are fully responsible for all activities that occur under your password or account. We permit only one account per person. You may not share your password with anyone else. You may not provide false registration information or select a user name that infringes third party rights or misleads about your credibility or affiliation. You agree to notify SoUnique immediately on any unauthorized use of your account, username, or password. SoUnique shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by SoUnique, its affiliates, partners, officers, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
When you register with the Service or log in, you can do so directly through the Services by completing the required forms. To the extent we make such features available, you may also register to join SoUnique or you may log into your SoUnique account by using your third party social networking accounts, such as Facebook (each social networking account, a “Third Party Account”). You may link your SoUnique account with Third Party Accounts by either: (i) providing your Third Party Account login information to SoUnique through the Services; or (ii) allowing SoUnique to access your Third Party Account in accordance with the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to SoUnique and/or grant SoUnique access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating SoUnique to pay any fees or making SoUnique subject to any usage limitations imposed by such third party service providers. By granting SoUnique access to any Third Party Accounts, you understand that SoUnique will access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (“Third Party Account Content”) so that it is available on and through the Services via your SoUnique account and your SoUnique account profile page. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personal information that you post to your Third Party Accounts may be available on and through your SoUnique account on the Services and may be visible to other Users. Unless otherwise specified in these Terms, all Third Party Account Content, if any, will be considered to be User Content for all purposes of these Terms. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. SoUnique makes no effort to review any Third Party Account Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and SoUnique is not responsible for any Third Party Account Content.
If you wish to disable a connection between your SoUnique account and any of your Third Party Accounts, you may do so by accessing the “Dashboard” section of SoUnique.pk.
SoUnique is an online marketplace designed to facilitate the buying and selling of tasteful used furnishings and other Products among a community of discerning bargain hunters. We are committed to providing a positive experience for Buyers and Sellers in each transaction.
Procedure for Sales Transactions
As a condition to your use of the Services, you agree to abide by the following procedures and guidelines when engaging in the sale or purchase of any Products. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. It is important to note that SoUnique’s involvement is limited to that of a platform provider facilitating the transactions between a Seller and Buyer, and as such, SoUnique is not, and shall not be deemed to be, the agent of either party for any purpose. The following describes and explains the procedure to be followed in connection with a typical purchase completed via the Service:
- Seller lists a Product for sale by submitting a Posting to the Service. The Posting should be accurate, complete, and convey in all material respects the nature, quality, and price of the Product, along with any other information reasonably required in order for a Buyer to make an informed purchasing decision with respect to such Product. SoUnique reserves the right to review any Posting and to accept or reject it in its sole discretion. Prior to rejecting a Posting, SoUnique may, but need not, provide the Seller with an opportunity to correct or edit the Posting. Notwithstanding anything to the contrary in any of the foregoing, Seller shall remain solely responsible for the Posting and its contents and for any liability arising therefrom.
- Buyer purchases the Product and purchases the delivery services of SoUnique . To complete the purchase, Buyer accepts and authorizes SoUnique to charge Buyer for the full amount of the actual sale price including Fee and or any other charges incurred by SoUnique for providing its Services. Buyer will be delivered the Product at the days specified by SoUnique and must be present at the time of delivery.
- SoUnique e-mails or WhatsApp Seller with Buyer’s intentions.Seller responds to SoUnique within 24 hours to confirm availability of the Product for pick up by SoUnique delivery service on the days stated by SoUnique. If the Seller does not respond within 24 hours, the order is subject to cancellation by SoUnique. Should Seller find that the days selected by SoUnique are not convenient, Seller may propose another specified days (extra charges will apply), which shall be mutually agreed between SoUnique and the Seller , the Buyer shall thereafter either accept, or reject.
- SoUnique notifies Buyer to confirm the final scheduled day of delivery for the purchased Product. Seller’s sole responsibility in connection with delivery is to be available and present at the scheduled time and place to release the Product to the delivery team, as applicable. In the event Seller is not available during the day agreed SoUnique will charge additional logistics fee for a second visit. If our Delivery Team finds any discrepancy in the Product’s description as provided by the Seller, the delivery team will contact SoUnique which reserves the right to either cancel the sale or negotiate on further reduction of the pricing if it suits the Buyer.
- Buyer receives Product. If Buyer reports no discrepancy in the description as provided by the Seller with the Product at the time of delivery and accepts the Product the transaction becomes final. SoUnique transfers the relevant Proceeds to the Seller’s account, and SoUnique retains 10% – 30% Fees paid by Buyer.
- Once a purchased Product is delivered to the Buyer, the Buyer at the time of delivery can inform SoUnique about any problems associated with the condition of the Product. While we hope the majority of transactions will go smoothly, occasionally an issue may arise where a Product does not match the description provided by the Seller. A Product may be rejected by Buyer only if the Product contains a Material Defect, defined to mean for purposes of these Terms any failure of a Product to conform materially with the description of the Product provided by Seller in the relevant Posting. Notwithstanding anything to the contrary in these Terms, Buyer shall have till the delivery team is present at the delivery location, and no longer, to report Material Defects to SoUnique. After which the transaction shall be deemed complete. Buyer agrees to waive any and all claims for chargebacks, reimbursements, Material Defects, or transaction cancelations once the transaction is complete. If the Buyer brings a Material Defect to SoUnique’s attention at the time of delivery, and should SoUnique determine, in its sole discretion, that it is a valid Material Defect, SoUnique will cancel the transaction and reimburse Buyer for the full amount of the Fees paid for the relevant product.
- Seller shall pay SoUnique the delivery service fee paid by Buyer in the transaction, as well as for the additional delivery service fee associated with returning the Product to Seller and for any and all other costs incurred by SoUnique in connection with the transaction cancelation and Product return. If SoUnique determines in its sole discretion that defect reported by Buyer is not a valid Material Defect, the transaction will be deemed complete, SoUnique will transfer the Proceeds to Seller’s account, and Buyer will not have any further rights to reimbursement for any payments made for the Product. For the avoidance of doubt, should SoUnique determine that Buyer did not report a valid Material Defect, Buyer will keep the Product. We provide the facility of resale of the Product if the Buyer is not satisfied with the purchase. SoUnique will waive the fee for resale, however will charge delivery service fee, insurance cover and any taxes applicable to sale. The Product remains at the Buyer’s location till the time of resale.
- SoUnique provides the facility of minor disassembly of Product (if applicable) at the Seller’s location. This service fee of disassembly will be charged to the Seller. Seller is responsible for any hardware, tool missing if Seller opts for own disassembly service. SoUnique does not provide service for extensive disassembly.
- SoUnique provides the facility of minor reassembly of Product (if applicable) at the Buyer’s location. This service of minor reassembly fee will be charged to the Buyer. Buyer is responsible for any hardware, tool missing if Buyer opts for own reassembly service. SoUnique does not provide service for extensive reassembly.
- Delivery and Liability:
SoUnique delivery service assumes no liability for loss, direct or indirect damage, or bodily injury arising out or suffered by the Buyer/Seller or any third party at the time of Product pickup/delivery from the Seller to the Buyer at their premises or/and at the time of reassembling and dissembling the Product at the Customers’ premises. In addition, the Buyer/Seller shall indemnify SoUnique Delivery team or SoUnique for any direct or indirect damage or loss that the SoUnique delivery team incurs in connection with any third party claim arising out of or in connection with any damages arising at the time of pickup/delivering the Product at the Seller/Buyer’s premises
Accessibility and Safety:
Seller/Buyer shall ensure that their Premises is easily accessible to SoUnique Delivery service, and that it is safe for delivery team to enter the Seller/Buyer’s premises in order to complete the pickup/delivery. If in the said delivery team opinion, the premises is not easily accessible, or it is unsafe to pick up/deliver the Products, the pickup/delivery will not be made, and the Seller/Buyer will be contacted to make alternative arrangements.
If the performance by SoUnique of its obligations under these terms and condition is prevented by reason of “ force majeure” ( which shall include but not limited to, prevention occasioned by fire, casualty, accident, act of God, natural disaster, blockades, traffic congestion, any law order, proclamation, regulation , demand or requirement of any government or government agency, strikes, labor disputes, shortage of manpower, delay in transit, electricity or communications failures, or other causes whatsoever beyond the reasonable control of SoUnique shall be excused from such performance to the extent of such prevention.
Disclaimer for delivery service charges:Delivery service fees are in Rupees(PKR). All delivery service charges/ price are subject to the location of the Buyer/Seller Premises.
Changes to these Terms: We may change the Terms and the Services without notice, and you are responsible for checking these Terms periodically for revisions. All amended Terms are effective upon our posting through the Services, and any use of the Services after such revisions have been posted and any opt in consent that you may provide through the Services signifies your consent to the changes.
Disclaimer; Limitation of Liability
SoUnique has no control over and is not responsible for any products or services that may be advertised by its advertising partners through SoUnique or for the content, privacy or security of any third-party websites or applications linked to from the Services. We make no guarantees, nor can we be responsible for any such information, content, products or services, including their currency, safety, quality, copyright compliance or legality, or any resulting loss or damage. SoUnique is also not responsible for User conduct on the site, the condition of Products posted for sale on the Services or the accuracy or completeness of related Postings, failures or interruptions in the Internet, networks or systems, acts or omissions of third parties and other factors beyond its reasonable control. the services including without limitation any delivery services, as well as all information and content which may be provided by SoUnique through the services, are provided as is and without any representations or warranties, whether express or implied, including any warranties of accuracy, non-infringement, merchantability or fitness for a particular purpose. in no event shall SoUnique or its affilates, members, partners, managers, officers, employees, agents, predecessors, successors, parents, subsidiaries, assigns, be liable for any direct, indirect, incidental, special, consequential or exemplary damages of any kind (including without limitation any damages for loss of business profits, business interruption, loss of data, loss of business information and the like), whether in an action based in contract, or otherwise, arising out of or in connection with your access or use of the services, or any posting or other communication by any user or third party, whether or not made available through the services. In no event shall SoUnique’s total liability to you under these terms exceed 2% of the service fee charged by sounique in the aggregate for any and all claims.
Ownership and License
SoUnique retains all its rights, title, and interest in and to the Services, and any software or Content of any kind used by SoUnique in providing the Services or featured through the Services, including without limitation photos, text, videos, design elements, and works of authorship. Any rights not expressly granted to you herein are reserved by SoUnique. You acknowledge that the Services and the software used by SoUnique in providing the Services may contain SoUnique’s proprietary and confidential information. You agree that except as may be expressly permitted in these Terms or via the Services by SoUnique, you will not copy, distribute, rent, lease, loan, modify or create derivative works, adapt, translate, perform, reproduce in whole or in part, display (except as necessary to exercise your rights hereunder), sublicense, or transfer the Services, any information contained therein. The Content provided or featured through the Services by SoUnique or other Users, or any software used by providing the Services, without the prior written permission of SoUnique. On the condition that you comply with these Terms and satisfy any and all of your applicable payment and other obligations related to the Services, SoUnique grants you a non-exclusive, limited, revocable, non-transferable license to access and use the Services solely for the specific purposes permitted among Buyers and Sellers using the Services to buy and sell Products and as granted in these terms and conditons . You may not resell or grant third-party access to the Services. If you violate the terms of this section, SoUnique may terminate your account without notice. Further, and notwithstanding anything in the foregoing to the contrary, the foregoing license shall not extend to permit your use of the Services to share, without our consent, any personal information about yourself if you are under the age of 18, and any such sharing is expressly prohibited.
If you are a copyright owner or an agent thereof and believe that any third-party content made available by SoUnique infringes upon your copyrights, you may submit a notification pursuant to the Copyrights Laws applicable in the Islamic Republic of Pakistan by providing our Copyright Agent with the following information in writing: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at those locations; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit SoUnique to locate the material; (4) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (5) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. SoUnique’s designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, e-mail: Info@SoUnique.pk. For clarity, only copyright notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to SoUnique customer service. You acknowledge that if you fail to comply with all of the requirements of this Section, your copyright notice may not be valid. SoUnique has a policy of terminating the account of, or denying access or use of the Services to, in its sole and absolute discretion, any User who infringes the copyrights or other intellectual property rights of others. SoUnique reserves the right, in its sole and absolute discretion, to suspend or terminate the account of any User who infringes the intellectual property rights of SoUnique or others, and/or to remove, delete, edit or disable access to such person’s User Content. SoUnique shall have no liability for any action taken pursuant to this Section.
We may terminate these Terms at any time for any reason whatsoever. However, should any open purchase transaction(s) remain between you and any other User at the time you attempt to terminate, these Terms shall continue in effect until such time as all pending transactions have been finalized. The indemnity, limitation of liability, and payment provisions and all other provisions of these Terms that, by their nature, are intended to survive any termination of these Terms, shall do so. If you terminate these Terms, upon the effective date of termination, your license to use the Services provided herein will immediately terminate.
You shall indemnify and hold SoUnique and its affiliates and its and their respective owners, partners, officers, members, employees, and agents harmless from all claims and demands, costs, damages and liabilities (including, without limitation, reasonable attorneys’ fees) caused by or resulting from your use of the Services, your business or personal activities, any Content, products, Postings, Products, or services furnished by you, or your breach of these Terms.
Governing Law; Arbitration
These terms shall be governed by and construed in accordance with the law of the islamic republic of pakistan, without giving effect to principles of conflicts of laws. Any dispute between you and us, whether or not arising out of these terms or the performance thereof, shall be determined by one arbitrator in binding arbitration administered by the dispute resolution pursuant to its arbitration rules. any hearings shall be held in karachi, pakistan. The language of the arbitration shall be english, and all documents shall be submitted in English. Any witnesses or parties residing more than 100 miles from the site of the hearings may testify by telephone, video conference or other real-time audio/visual telecommunications medium. The award of the arbitrator shall be final and binding on the parties, and may be entered and enforced in any court or tribunal of competent jurisdiction. either party may apply to the arbitrator for emergency, interim, provisional, temporary or permanent injunctive relief. Either party also may, without waiving any remedy under these terms, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal, or pending the arbitral tribunal’s determination of the merits of the controversy. In any award, the arbitrator shall have the right to alter, amend or dissolve any injunctive relief previously granted by a court.
Retailers’ Terms & Conditions
You acknowledge and agree that by registering for or using SoUnique Website (Website) and/ or Retailer portal, you, as a Retailer, expressly agree to be bound by the following terms and conditions, as may be updated and amended by SoUnique from time to time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become effective and binding on the Retailer as soon as the amendments have been published on the Website or on any other So Unique Social media forums/outlets, as applicable. This Agreement contains the terms and conditions that govern the Retailer’s access to, and use of and is an agreement between the Retailer and SoUnique.
Retailer will use the Retailer Portal on the Website by registering itself on the said portal, putting in the required details. Thereafter, Retailers shall list their products directly onto the website with pictures, description, dimension and price. SoUnique shall approve the said products as per SoUnique guidelines. Retailer shall adhere to the minimum requirements as set out on Website. Retailer will be held solely responsible for the accuracy of its pricing, and all contents of its Products.
PRODUCT AUTHENTICITY AND SAFETY
Retailer hereby warrants and ensures that their products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon SoUnique request, Retailer will comply with, and ensure that all it products comply with all product safety, testing and certification requirements under applicable Law if any, and all other Laws.
LICENSE OF RETAILER’S CONTENT
Retailer hereby grants SoUnique, a non-exclusive, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, in connection with the sale of products through the Website and for the listing, advertising, marketing and promotion of such products including without limitation, through the Website and/ or So Unique e-mail, social media or any other medium. Retailer agrees that SoUnique may permit users of the Website to share and post content on their own social media outlets.
Retailer hereby grants SoUnique non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Retailer’s Marks during the term in connection with SoUnique
FEES AND PAYMENTS
SoUnique will deduct 10% – 20% percent commission of Sales Proceeds from each sale of Retailer’s products sold through the Website. Percentage commission of SoUnique is subject to change at any time, with prior notice to the Retailer, and shall be effective as soon as the changes are reflected on the Seller Portal or conveyed via email to the Retailer.
Retailer will receive their sale price once their product is sold to the buyer. Retailer will receive their payment via bank transfer in 5-7 business days (depending on their banks) after deduction of 10% – 20% service fee of SoUnique. Any taxation applied on our commission will be notified to the retailer. Retailer taxes do not apply on SoUnique.
RECALLS, DEFECTS, CUSTOMER SERVICE:
- Retailer is solely responsible for any non-conformity or defect in or in recall of their products. SoUnique will have no responsibility or liability for any recalls of the Retailers’ products sold through the Website. If Products are subject to a recall, Retailer shall be responsible and shall bear the cost of logistics paid by SoUnique. Retailer is responsible for Logistics/ delivery of the product.
- The Buyer has the right to reject the product only if the product does not match the description as posted on the Website and/or the product is damaged at the time the product is picked up from the Retailer. The ultimate decision on whether or not to refund a Buyer will always lie with SoUnique.
- Retailer is responsible for reassembling the product by sending their staff at the Buyer’s site/ house. No liability or responsibility is accepted by SoUnique for any injury, damage, illness, loss, death, accident or any other claim arising from involvement in any activities or provision of the Retailer’s staff at the Buyer’s site/ house.
- If any hardware of the product is missing at the time of delivery or during reassembling, the Retailer shall provide the missing hardware. SoUnique shall deduct the cost of the missing hardware from the sale proceeds, if the Retailer fails to provide the said hardware.
- The Retailer shall not be entitled to contact the buyer directly under any circumstances without having first obtained SoUnique’s prior written consent.
- If the buyer has seen a Retailer’s product on SoUnique Website or any SoUniques social media outlets and if the buyer refers to it, the Retailer hereby acknowledges that it is the Retailer’s duty to inform SoUnique of the same and will pay 10%-20% service fee to SoUnique of the sale proceed of the said product.
SoUnique and the Retailer hereby agree the days of delivery are only Tuesdays and Saturdays. SoUnique may provide express delivery service if needed, the cost of express delivery will be expressly included in the sale price. Retailer will notify SoUnique of the unavailability of the product in advance. So Unique will send a confirmation email or WhatsApp or will call the Retailer and will thereafter request for the product. It is the responsibility of the Retailer to notify immediately or within 24hrs after the confirmation sent by SoUnique to inform the latter of the availability of the product.
If the retailer fails to notify the availability of the product within the prescribed time above, SoUnique has the right to cancel the order. Retailer or SoUnique will then promptly remove the said product from the Website by retiring the product from the Retailer Portal.
The Retailer acknowledges that it shall retain all risk in and to the product until the products have been delivered with a proof of delivery signed by the Buyer. Ownership in and to the products shall pass to the Buyer when the products have been delivered with a proof of delivery signed by the Buyer.
SoUnique may provide logistical support if needed by the Retailer. SoUnique will not be held responsible if any liability occurs if Retailer choses to use their own logistics. In the latter case, SoUnique’s supervisor will accompany the Retailer’s logistics team to pick up payment and receiving.
CONTROL OF WEBSITE
SoUnique has the sole right to determine the content, appearance, design, functionality and all other aspects of the Website, including, without limitation, all content provided in connection with the sale of Products sold by Retailer through the Website. SoUnique may suspend any product listing or display of Content or refuse to list any Products in its sole discretion and SoUnique may require Retailer to exclude any products from the Website. If SoUnique requests the Retailer to remove products from the Website, Retailer will make commercially reasonable efforts to remove those products by delisting or retiring such products through the Retailer Portal within twenty four (24) hours of such request so such Products no longer appear for sale on the Website and Retailer will not include such removed Products on the Website at any time unless the inclusion of such Products is specifically authorized by SoUnique in writing.
SoUnique will have sole control of any marketing of any products on the Website, including without limitation, Retailer’s Products; and or any SoUnique social media outlets. SoUnique may give Retailers the right to advertise on SoUnique Website with banners. SoUnique shall charge monthly fees for the same as mutually agreed in writing by SoUnique and Retailer.
SoUnique will own all Buyer’s order information, including but not limited to the Buyer’s name, email address, shipping address. Retailer will not disclose or convey any transaction information to any third party (except as necessary for Retailer to perform its obligations under the Agreement), or use it for promotional purposes or contact a Buyer that has ordered a product that has not yet been delivered with the intent, to collect any amounts in connection therewith or to influence such Customer to make an alternative, or additional purchase.
During the course of their business relationship, each party may disclose to the other party certain information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Agreement as well as information concerning manufacturing and processing methods, business and technology plans, distribution strategies, sales, costs, pricing, marketing, customers, suppliers and research and development (collectively, “Confidential Information”). For purposes hereof, information that is already in the public domain or known by the receiving party at the time of disclosure by the disclosing party, or subsequently becomes available to the public or known by the receiving party without any breach of this Section, shall not be considered to be Confidential Information. The parties each agree that all Confidential Information shall be used by the receiving party solely for the purposes contemplated by this Agreement, shall be kept strictly confidential and shall not, without the disclosing party’s prior written consent, be disclosed by the receiving party in any manner whatsoever except as required to comply with applicable laws or regulations.
Neither Party may assign transfer this Agreement or any interest therein without the prior written consent of the other.
Both Parties shall have the right to terminate this Agreement by giving __1___months prior notice in writing. However, SoUnique shall have the right at any time by giving notice in writing to the Retailer terminate this Agreement if the Retailer fails to remedy any breach of the provisions herein contained within fifteen (15) days after receipt of written notice from SoUnique requiring the Retailer to remedy the breach.
Any notice, demand or communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered through courier or emailed, addressed as follows.
No failure on the part of any party hereto to exercise, and no delay in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any such party preclude any other or further exercise thereof or the exercise of any other right, or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition thereof.
Nothing in this Agreement shall constitute or be deemed to constitute a Partnership between the parties hereto or constitute or be deemed to constitute the Retailer as an agent of SoUnique for any purpose whatsoever and the Retailer shall have no authority or power to bind SoUnique or to contract in the name of or create a liability against SoUnique in any way or for any purpose.
Any dispute, difference or question which at any time may arise between Retailer and SoUnique, or any person claiming under either of them, touching or arising out of or in respect of this agreement or the subject matter thereof, shall be referred to Arbitration under Arbitration Act 1940 by an Arbitrator, to be appointed by both Parties . The decision of the Arbitrator so appointed shall be final and binding on both the parties and the venue of arbitration shall be Karachi.
This Agreement shall be governed by and construed in accordance with the laws of Pakistan. This Agreement may be amended or modified from time to time only by SoUnique.