.: Welcome Swap and Shop :.

THESE TERMS AND CONDITIONS (�Terms�) govern your use of www.swapandshop.com (�the Website�). Please read these Terms and ensure that you have understood them. If you do not agree to these Terms, please cease use of the Website immediately. SwapandShop may alter or amend these Terms at any time, with immediate effect without notice. By continuing to Use the Website after such alteration, you will be deemed to have accepted any amendment to these Terms.

1. Definitions

�Auction Listing� means a Listing in which the Offeror offers to sell the relevant Item to the highest bidder (subject to any applicable conditions);

�Feedback� means the feedback that Users can leave regarding other Users and the Listings and Transactions that they have been involved in;

�Feedback Policy� means such policy on Feedback as is displayed on the Website from time to time;

�Fees� means fees payable by Users to SwapandShop for services provided via the Website;

�Item� means any Item offered in a Listing;

�Listing� means the details of an Item offered on the Website;

�Listing Procedure� means such procedure for submitting and dealing with Listings as is displayed on the Website from time to time;

�Login� means the email address and password chosen and registered by a User and held by SwapandShop, which enables such User to have access to the certain elements of and services provided via the Website;

�Offeree� means a User who has agreed to buy or exchange an Item offered via a Listing on the Website;

�Offeror� means a User offering an Item for sale or swap via a Listing on the Website;

�Privacy Policy� means such privacy policy as is displayed on the Website from time to time;

�Prohibited Item� means any item listed on the Prohibited Items list displayed on the Website from time to time;

�Sale� means a Transaction in which the Offeror sells the Item for monetary consideration;

�Services� means the Listing services made available to Users of the Website by SwapandShop from time to time;

�Swap� means a Transaction in which both parties agree to swap an Item for another item, which may or may not be Listed on the Website; v �SwapandShop� means Swapandshop.com Limited, a company registered in England and Wales with the registered company number 05413610 and a registered office at 23 The Ridings, Grange Park, Northampton, Northants, NN4 5BN;

�Terms� means the terms and conditions set out herein;

�Transaction� means a Sale or Swap of an Item that was the subject of a Listing on the Website;

�Use� means any use of the Website including but not limited to viewing information and Listings and registering or amending your Login;

�User� means any person who Uses the Website;

�User Feedback� means feedback left by User regarding their experience of a Transaction with another User. v 2. SwapandShop

2.1 The Website is owned and managed by SwapandShop. All information supplied on the Website is managed by SwapandShop.

2.2 SwapandShop can be contacted by writing to Swapandshop.com Limited at [insert applicable postal address] or by email on [insert applicable email address].

3. Use of the Website and Eligibility

3.1 By Using the Website, and where applicable by registering a Login, you warrant that you are 18 or over, have the right, authority and capacity to enter into and be bound by these Terms. If you are registering on behalf of a business or other organisation you warrant that you have the authority to bind that organisation.

3.2 You agree that you are responsible for all actions taken using your Login. You shall not disclose your password to any third party and shall not allow another person to use your Login.

3.3 You agree to comply with the Listing Procedure when using the Website.

3.4 In the event that SwapandShop, in its sole discretion, considers that you are making any illegal and/or unauthorised Use of the Website, and/or your Use of the Website is in breach of these Terms, SwapandShop reserves the right to take any action that they deem necessary, including terminating without notice your Use of the Website and, in the case of illegal Use, instigating legal proceedings.

3.5 SwapandShop may suspend the Website for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades, and shall not be liable to you for any such suspension.

3.6 SwapandShop reserves the right to make any changes to the Website or to discontinue any aspect or feature of the Website without notice.

4. Prohibited Items and Listings

4.1 You are not permitted to offer for Sale or Swap any items where doing so would or might be illegal in any relevant jurisdiction or where an item is a Prohibited Item.

4.2 When you are acting as an Offeror you are responsible for ensuring that the Item, the Listing and any other activity that you undertake in relation to your status as an Offeror (i) does not: infringe any intellectual property or other rights of any other party; (ii) does not breach any applicable law; and (iii) is not offensive, obscene, pornographic, insulting, false, inaccurate or misleading.

4.3 The content of any Listing must be relevant to the Item being offered and the Transaction.

You must not attempt to influence or manipulate the price for which an Item is offered via an Auction Listing where you are the Offeror. You must not, without limitation, place any bids in relation to such Listings or arrange or encourage for others to do so on your behalf.

You acknowledge that SwapandShop cannot be responsible for the behaviour of any User or for any Items offered by such User. You further acknowledge that SwapandShop has no control over the quality, condition or legality of Items offered, the information provided in Listings or the conduct of Users in relation to Transactions. SwapandShop does not vet or screen Listings. Accordingly, SwapandShop shall not be liable to any Users for any inaccurate Listings or unsatisfactory Transactions.

5. Contracting Parties and Transaction Terms and Conditions

5.1 When you agree to enter into a Transaction via the Website, the contract for the sale or swap of the relevant Item is between you and the relevant Offeror or Offeree. The Website provides a venue and the technical means for Transactions to be offered and conducted but is not party to any such Transaction.

5.2 You acknowledge and agree that when you act as an Offeree, that you are contractually bound to complete a Transaction with the relevant Offeror when:

(i) you agree to purchase an Item for a fixed price or to swap one item in your possession for an Item displayed on the Website; or (ii) if you are the highest bidder at the end of an Auction Listing and your bid exceeds any reserve placed on the Item by the Offeror.

5.3 You further agree when you act as an Offeree to be bound by any terms of the Offeror disclosed to you in the relevant Listing, provided that such terms are not in breach of any applicable law or these Terms.

4.4You acknowledge and agree when you act as an Offeror, that you will be contractually bound to complete a Transaction when: (i) you agree to Sell an Item for a fixed price or to Swap an Item that you have offered via a Listing for an item belonging to the Offeree; or 5if in relation to an Auction Listing you have received any offer that complies with the requirements of any terms and conditions included in the relevant Listing.

5.4You further acknowledge and agree that when you act as an Offeree that: 6You are legally entitled to sell or swap (and in doing so pass ownership of) any Items that you include in a Listing; 7It is legal to Sell or Swap such Items to residents in the applicable jurisdiction; 8The description given of the Item and any other information given by you in a Listing is accurate and the Listing contains all terms and conditions applicable to the Transaction. You warrant that you are entitled to use any third party materials included in a Listing.

6. Fees

6.1 You agree to pay to SwapandShop the Fees applicable to any Listing that you submit to appear on the Website. Details of Fees applicable at that time are available on the Website [insert link] and the amount of the Fees applicable to a particular Listing will be clearly presented to you immediately before the time that the Listing is created. v 6.2 All Fees are payable at the time that a Listing is submitted to SwapandShop.

8.4Fees received by SwapandShop will not be rebated or refunded under any circumstances.

8.5You acknowledge that the Services to be provided to you by SwapandShop will commence immediately upon the receipt of a valid instruction for a Listing to appear. Accordingly, you acknowledge that you have no right to cancel any Listing under the Consumer Protection (Distance Selling) Regulations 2000 or any equivalent applicable legislation.

7. User Feedback

8.6You may only rate Users with whom you have entered into an agreement to conclude a Transaction, but you are under no obligation to do so. Should you elect to give User Feedback the information that you provide must be honest and accurate and comply with such Feedback Policy as is in force from time to time.

8.7You acknowledge and agree that if you receive three or more pieces of negative Feedback SwapandShop shall be entitled to terminate your use of the Website without notice.

8. Term and Termination

8.1 These Terms will remain in full force and effect while you are a User of the Website.

8.2 SwapandShop may, at any time and for any reason, terminate these Terms with you, deny you access to the Website and delete your Login.

8.3 In the event of termination of these Terms for any reason, you must not attempt to Use the Website and you must immediately destroy all information downloaded or printed off the Website.

9. Intellectual Property

9.1 Other than in relation to information displayed by Users, SwapandShop owns or has a licence to use all right, title, and interest in and to the Website, including without limitation all copyright and any other intellectual property rights therein. These Terms shall not be construed to convey title to or ownership of the Website or the data contained therein to the User. All rights in and to the Website not expressly granted to User are expressly reserved by SwapandShop.

9.2 You are expressly prohibited from:

9.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website; and

9.2.2 removing, modifying, altering or using any registered or unregistered marks/logos owned by SwapandShop, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of SwapandShop or could be considered an infringement any of the intellectual property rights owned by and/or licensed to SwapandShop

without first obtaining the written permission of SwapandShop or other relevant intellectual property right holder.

9.3 You grant to SwapandShop a non-exclusive, perpetual, irrevocable licence to use any materials of any sort that you submit to SwapandShop from time to time, including without limitation materials for inclusion in a Listing, in any way and for any purpose that SwapandShop shall determine from time to time.

10. Warranties and Liabilities

10.1 To the maximum extent permitted by law, SwapandShop shall not be liable for any loss, injury or damage caused in whole or in part by the Website or the information provided therein, or by any failure, delay, interruption or otherwise of the provision of the Website or the information provided therein, or by SwapandShop�s failure to perform any of its obligations under these Terms.

10.2 In no event shall SwapandShop be liable for any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit, or the cost of procurement of substitute products or services by User even if advised of the possibility of such damages.

10.3 The general information provided on the Website by SwapandShop is intended as information only and does not constitute advice. Therefore, it must not be relied on to assist in making or refraining from making a decision. You acknowledge that the information contained in individual Listings is not provided or vetted by SwapandShop and SwapandShop therefore accepts no liability in relation to thereto. Swapandshop have no control over the validity of the statements made in any Listing or the quality or safety of any items offered. You acknowledge that you cannot assume that an offer to sell, buy or swap any Item is valid or legal because it is or can be made via the Website. You further acknowledge that Swapandshop cannot and does not confirm the identity of any User or the accuracy or validity of any information that Users post on or via the site, either as part of a Listing or otherwise.

10.4 Where a Listing includes views, opinions, advice and recommendations, these views, opinions, advice and recommendations are not endorsed by SwapandShop and, to the maximum extent permitted by law, SwapandShop shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness or otherwise of such views, opinions, advice and recommendations.

10.5 To the maximum extent permitted by law, SwapandShop expressly excludes all representations, warranties, obligations and liabilities in connection with the Website or other third party websites, and the information provided therein, including but not limited to warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, or otherwise.

10.6 Links to third party websites may appear on the Website. Such third party websites are not the responsibility of SwapandShop and SwapandShop accepts no responsibility for the availability, suitability, reliability or content of such third party websites and does not necessarily endorse the views expressed within them.

10.7 Subject to the above, SwapandShop�s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these Terms, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed �100.

11. Indemnity

You agree to indemnify SwapandShop against all liabilities, claims and costs that may result form your breach of these Terms by anyone using your Login.

12. Data Protection and Privacy Policy

12.1 SwapandShop is committed to protecting (i) the privacy of Users; and (ii) the confidentiality of the information provided to it by Users Using the Website.

12.2 SwapandShop is the data controller of your data submitted using the website. SwapandShop is registered under the Data Protection Act 1998 (DPA) and complies with the DPA in all SwapandShop�s dealings with your personal data.

12.3 SwapandShop reserves the right to gather information relating to Use of the Website. By Using the Website you consent to collection and use of this information by SwapandShop.

12.4 SwapandShop will comply with such Privacy Policy as is in place from time to time.

13. General

13.1 You may print and keep a copy of these Terms, which, subject to the terms and conditions governing the supply of specific goods and/or services, form the entire agreement between you and SwapandShop and supersede any other communications or advertising with respect to the Website.

8.8These Terms may only be modified with the prior written consent of SwapandShop. SwapandShop may alter or amend these Terms at any time, with immediate effect without notice. By continuing to Use the Website after such alteration, you will be deemed to have accepted any amendment to these Terms.

8.9These Terms and their performance shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the laws of England and Wales.

8.10You shall comply with all foreign and local laws and regulations which apply to your Use of the Website in whatever country you are physically located, including without limitation, consumer law, export control laws and regulations.

8.11You agree that because of the unique nature of the Website and SwapandShop�s proprietary rights therein, a demonstrated breach of these Terms by you would irreparably harm SwapandShop and monetary damages would be inadequate compensation. Therefore, you agree that SwapandShop shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of these Terms.

8.12If any provision of these Terms is declared void, illegal, or unenforceable, the remainder of these Terms will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

8.13Any failure by any party to these Terms to enforce at any time any term or condition under these Terms will not be considered a waiver of that party�s right thereafter to enforce each and every term and condition of these Terms.