Host Marketplace Agreement (the “Marketplace Agreement”)

PLEASE NOTE THAT THESE ARE IMPORTANT CONDITIONS AFFECTING YOUR RIGHTS AND SHOULD BE READ CAREFULLY.

All capitalised terms and expressions used here below shall have the meanings ascribed to them in the ClozEnough Marketplace Terms & Conditions attached hereto.

This Marketplace Agreement constitutes a legal agreement entered into between you as Host and ClozEnough and shall apply to all Items (including but not limited to any bags, other apparel, or accessories) placed by you in the ClozEnough Marketplace.

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1. MARKETPLACE

The ClozEnough Marketplace is a service offered by ClozEnough that allows Hosts to list Items on the ClozEnough Marketplace, to be rented or sold to Guests.

2. TRANSACTION FEES

ClozEnough Marketplace shall charge a 15% fee of the Revenues to the Host.

For the purpose of this Marketplace Agreement, the word “Revenues” means the net amount recovered from the Guest per Transaction.

3. TERM

This Marketplace Agreement shall remain in place for so long as the Host has fulfilled their obligations as per the Marketplace Agreement, unless terminated earlier in accordance with the Marketplace Terms.

4. RENTAL POLICY

All Items rented through the ClozEnough Marketplace will be rented to Guests under the Rental Agreement which is incorporated to this Marketplace Agreement by reference and which constitutes an integral part therefrom. All matters relating to the rental of an Item, including any damage or loss, will be handled in accordance with the said Rental Agreement.

5. MARKETPLACE TERMS AND CONDITIONS

This Marketplace Agreement incorporates by reference the Marketplace Terms, which are attached and which constitute an integral part of the Marketplace Agreement. By entering into this Marketplace Agreement, you confirm that you have read and understood these Marketplace Terms, and agree to be bound by them.

ClozEnough Marketplace Terms & Conditions

These Marketplace Terms (as defined below) are applicable to marketplace services provided by ClozEnough (as defined below), and shall be incorporated by reference into any agreement entered into between ClozEnough, a Host (as defined below) and the Guest (as defined below) anonymously through the combination of the Host and the Guest’s electronic references.

These Marketplace Terms were last revised in November 2023 and are subject to change as described herein.

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1. DEFINITIONS

Terms used in these Marketplace Terms or in the Marketplace Agreement (as defined below) shall have the following meanings unless otherwise specified:

“Agreement” means the Marketplace Agreement (as defined below) and the Marketplace Terms (as defined below), which are incorporated into the Marketplace Agreement by reference;

“ClozEnough” means the entity of International Luxury Associates LTD, established under ADGM with registration number 000008153;

“ClozEnough Marketplace” means the platform used for any Transaction between a Host and a Guest, where a Host (as defined below) lists an Item (as defined below) and a Guest (as defined below) rents or buys such an Item;

“Guest” means the end-user renting or buying an Item through the ClozEnough Marketplace;

“Item” means any bag, other apparel, accessory or any item listed on the ClozEnough Marketplace by the Host;

“Marketplace Agreement” means the ClozEnough Marketplace Agreement entered into between the Host and ClozEnough;

“Marketplace Terms” means these ClozEnough Marketplace Terms & Conditions;

“Host” means any person listing Items on the ClozEnough Marketplace, which will be rented or sold to Guests;

“Transaction” means the complete process of renting or buying/selling an Item by the Host/Guest, inclusive but not limited to Listing an Item, booking an Item etc.;

“Listing” means adding an Item by the Host to the ClozEnough Marketplace with the aim of renting or selling the Item;

“Rental Agreement” means the ClozEnough Rental Agreement available here: https://www.ClozEnough.com/rental- agreement, as such policy may be amended from time to time.

2. MARKETPLACE

The Host shall list Items on the ClozEnough Marketplace, as described in the Marketplace Agreement. In this respect, the following terms and conditions shall apply:

2.1 ClozEnough reserves the right, at any time and at its absolute discretion, to refuse to List any Item provided to it by the Host, for the purposes of renting or selling.

2.2 All Items Listed on the ClozEnough Marketplace by the Host will be rented in accordance with the Rental Agreement. In the event of any Damage, loss, or other incident in relation to an Item, ClozEnough shall assist with issue resolution in accordance with the Rental Agreement and its standard practices, as detailed in Section 7.

2.3 If the Host requires the Item listed on the ClozEnough Marketplace for personal use, the Host is required to ensure there are no upcoming bookings for the listed Item. In such a case, the Host is required to cancel the upcoming bookings, in accordance with the agreed cancellation policies. The Host is required to update the availability of the Item in the ClozEnough Marketplace.

2.4 If the Host wants to remove the Listing from the ClozEnough Marketplace permanently, then the Host can provide ClozEnough with at least two weeks' notice to remove the Listing. 

2.5 ClozEnough may at its discretion and with the Hosts prior consent, provide Items to models, bloggers, influencers, or celebrities to wear in order to generate publicity and attract customers; such models, bloggers, influencers, and celebrities shall be bound by the Rental Agreement. Any Item worn by a model, a blogger, an influencer or a celebrity (as per ClozEnough’s assessment) is solely for the purpose of marketing the Item and ClozEnough. The Host acknowledges that no rental fees will be charged on the use of the Item by a model, a blogger, an influencer or a celebrity for this purpose.

3. REVENUES

3.1 The Host acknowledges and understands that the rental or sale of the Item is not guaranteed but depends on the market demand.

3.2 Revenues due to the Host shall be paid to the Host on a monthly basis, by cheque or wire transfer to a bank account in the Host’s name, opened with a bank reasonably acceptable to ClozEnough. Transfer charges shall be equally split between ClozEnough and the Host.

3.3 ClozEnough shall be entitled to withhold any sums due to the Host in the event of breach by the Host of any terms of this Agreement, for so long as such breach endures. Furthermore, ClozEnough may set off any sums due to the Host against any amount that may be due by the Host to ClozEnough.

3.4 The Host acknowledges that the only valid proof for the rental or sale of the Item is the ClozEnough records.

4. HOST’S REPRESENTATIONS AND WARRANTIES

The Host represents and warrants to ClozEnough as follows:

4.1 They are entitled and have the capacity to enter into this Agreement, and all particulars given to ClozEnough are true and correct.

4.2 At the time of Listing an Item on the ClozEnough Marketplace, they were the sole and lawful owner of the Item or a mandated third party.

4.3 The Host guarantees that any Item listed on the ClozEnough Marketplace is authentic and free from any counterfeit or fraudulent characteristics. The Host shall bear full responsibility for any claim arising from the Items authenticity and agrees to indemnify and hold harmless ClozEnough and the Guest from any such claims.

4.4 The performance of this Agreement by the Host will not result in a breach or violation of any contract or law to which the Host is subject.

4.5 The Host shall indemnify and hold free ClozEnough from any claim and all indemnity related to the breach of any intellectual property rights including but not limited to any copyrights or design rights related to any Items provided by the Host to ClozEnough. The Host shall be solely responsible for any claims concerning the listed Items.

5. TERM

5.1 This Agreement shall remain in place for so long as the Host has fulfilled their obligations as per the Marketplace Agreement and/or has any Items listed in the ClozEnough Marketplace, unless terminated earlier in accordance with the below provisions.

5.2 The termination of this Agreement will be effective after receipt of the request from the Host and the removal of all listed Items by ClozEnough, and the fulfilment of all obligations and liabilities as per the Marketplace Agreement by the Host. 

5.3 ClozEnough can terminate this Agreement at any time at their sole discretion.

6. RELATIONSHIP OF PARTIES

By entering into this Agreement, ClozEnough and the Host do not intend to create any relationship of employment, partnership, or joint venture, and at no time shall either party position itself as affiliated with the other in any way other than as an independent contractor.

7. LIMITATION OF LIABILITY (DAMAGE/ LOSS/ THEFT OF AN ITEM)

7.1 The Host should conduct a comprehensive inspection of every Item before Listing on the ClozEnough Marketplace and before and after each Transaction. The Host should carefully document and communicate the condition of any Item, via the Listing’s description and/or photographs.

7.2 The Host should take reasonable precautions to prevent replacement of an Item, including but not limited to the use of unique identification markers, codes and/or devices.

7.3 ClozEnough shall not be liable for any indirect, special or consequential damages, or for any loss of revenue, profits or data, arising out of or in connection with this Agreement, even in cases where ClozEnough has been advised of the possibility of such damages.

7.4 For each Transaction, ClozEnough’s maximum liability related to the Agreement shall not exceed 100% of the Transaction fee.

7.5 ClozEnough shall not be responsible for any repair exceeding the maximum indemnification amount mentioned in the table under Section 7.

7.6 In any event, the damages and their cost, the depreciated value of the Item, and the status of the Item, whether it is irreparable or not, shall be determined by a third party appointed by ClozEnough.

7.7 In the event  an Item sustains damage while under the Guest's possession and care,  attributable to wilful misconduct or gross negligence, the Guest shall be held fully responsible for all costs associated with the repair or replacement of the damaged Item, as outlined in the terms and conditions of the Rental Agreement. The Guest hereby acknowledges and agrees to indemnify the Host for any loss, damage, or expense incurred due to the repair or replacement of the Item. The method for calculating the Guest's indemnification shall be determined in accordance with the following criteria: 

  1. Natural Wear & Tear : In the event that the damage sustained by the Item is deemed to be the result of natural wear and tear, which encompasses but is not limited to the following specific cases: fabric wear out, colour fading, minor and contained hem tear, embellishment imperfections, and threading, it shall be the sole responsibility of the Host to bear the full costs associated with any necessary repairs.
  2. Unusual Wear & Tear : In the event that the damage sustained by the Item is classified as unusual wear and tear, which includes but is not limited to the following specific cases: unusual hem tear (uncontained), major embellishment imperfections, the extent of such damage and associated costs shall be determined by a third-party assessor appointed by ClozEnough. The guest shall be responsible for the full amount to cover costs as determined by the appointed assessor.
  3. Damage/ Loss or Theft : In the event that the damage sustained by the Item is deemed to be irreparable, or if the Item is lost or stolen, a third-party assessor appointed by ClozEnough shall ascertain the Item's prevailing market value. The Guest shall be held fully liable for covering the costs associated with the replacement of the Item as determined by the appointed assessor.

7.8 For the avoidance of doubt, neither ClozEnough nor the Guest shall be liable for the reparation of any damages resulting from the natural wear and tear or the depreciation of any Item. 

7.9 In the event of any dispute between the Host and the Guest related to any Transaction, ClozEnough will act as a mediator and encourage both parties to reach a mutually agreeable resolution. ClozEnough reserves the right to review the evidence and make a fair determination based on the provided information, and may consult with a third party to assess.

8. LIMITATION OF LIABILITY (AUTHENTICATION)

8.1 The Host should provide accurate and detailed information about any Item listed on the ClozEnough Marketplace, including but not limited to the brand serial number, receipt, and any relevant authenticity features. 

8.2 The Host should upload clear and high-resolution photographs of any Item to the ClozEnough Marketplace, accurately representing the true and unique authenticity markers. These unique authenticity markers can include, but are not limited to logos, brand serial numbers or holograms. 

8.3 In any event that a Host is found to list a counterfeit Item to the ClozEnough Marketplace, the Host may face temporary or permanent suspension from the ClozEnough Marketplace at ClozEnough’s sole discretion. In the case of a Transaction of a counterfeit Item, the Host will be fully liable for any claim arising from the Guest, ClozEnough or any third party.

9. INDEMNITY

9.1 The Host will indemnify and hold ClozEnough and its affiliates, mother companies and subsidiaries including without limitation their respective suppliers, officers, directors, shareholders, partners, employees, and agents, harmless from any liability that may be incurred as a result of the Host’s breach of this Agreement or the representations and warranties made therein or that may be incurred towards any third parties in connection with the Host’s participation in the ClozEnough Marketplace.

10. RELATIONSHIP WITH MARKETPLACE AGREEMENT

​​10.1 These Marketplace Terms complete and complement the provisions of the Marketplace Agreement, as required. The Marketplace Agreement and these Marketplace Terms shall together form the Agreement between ClozEnough and the Host. In the event that a provision of these Marketplace Terms is incompatible with a provision of the Marketplace Agreement, the provision of these Marketplace Terms shall take precedence over the provisions of the Marketplace Agreement.

12. NON-DEFAMATION

12.1 The Host agrees to refrain during the term of the Agreement and at any time thereafter, in public or private, directly or indirectly, in any manner or through any medium whatsoever, from making any defamatory comments, writings, remarks or other expressions that would, or could be construed to defame or harm ClozEnough or anyone or anything related to ClozEnough, including but not limited to its mother companies, subsidiaries and affiliates and their respective suppliers, employees, agents, customers, business partners, operations, plans or any of ClozEnough releases. The Host agrees that they will not disrupt ClozEnough's business in any manner.

12.2 This section does not in any way restrict or impede ClozEnough from exercising its rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorised government agency, provided that such compliance does not exceed that required by the law. In the event where the Host has conducted or conducts any act that harms ClozEnough, ClozEnough shall have the right to seek indemnification from the Host and this indemnification will be considered as damages in the form of a penalty clause duly executed without the need for a court order or for the sending of a notification to the Host. The indemnification due will amount to 1,000 AED/day (one thousand dirhams per day), and will continue to be due until the Host puts a definitive end to the act causing the harmful conduct or defamation and issues a replacement deemed satisfactory by ClozEnough. The aforementioned penalty was set by the mutual and prior approval of both parties, and shall not be subject to any reduction or modification whatsoever by any judicial or non-judicial authority.

13. GOVERNING LAW / DISPUTE RESOLUTION

13.1 The Agreement shall be construed, enforced, governed, and controlled by and under the laws of the UAE.

13.2 Any disputes arising from the Agreement shall be finally settled by the courts of Dubai.