Terms and Conditions
Effective as of 20th August

This Terms and Conditions agreement (“Terms”) is between you (“you” or “your”) and Cercle Ltd (“we”, “our”, “us” or “Cercle”), and governs your access to and use of our website (www.cercle.uk), its affiliates and agents (the “Website”), and any Services, Content and resources available or enabled via our Website, or Services (collectively the “Platform”). These Terms also apply to in-person rentals and sales, which are part of the Services.
By using Cercle platform and services you acknowledge and agree that (1) you have read, understand and agree to be bound by this Agreement and any future amendments and additions to this Agreement published through the Platform; (2) you are of legal age in your jurisdiction of residence to form a binding contract; and (3) you have the authority to enter into this Agreement (on behalf of yourself personally, and as applicable any entity that you represent for the purpose of this Agreement). If the individual entering into this Agreement or otherwise accessing or using the Platform is doing so on behalf of, or within such individual’s capacity as a representative, agent, or employee of an entity, such individual and such entity agree that: (i) the terms “you” and “your” as used herein apply to such entity and such individual, and (ii) the individual entering into this Agreement has the right, power, authority and capacity to enter into this Agreement on behalf of such entity.
Cercle reserves the rights to remove or take appropriate action against any user in breach of these terms and conditions.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY CERCLE IN ITS SOLE DISCRETION AT ANY TIME. CERCLE reserves the right to modify this Agreement or its policies relating to the Platform at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Platform. You should regularly review this Agreement, as your continued use of the Platform after any such changes constitutes your agreement to such changes.

1. Introduction
Cercle is the fashion rental platform aiming to redefine ownership by bringing the luxury experience to the rental space. It was created for a community of conscious individuals who want to consume less but access more. The Cercle platform allows for lenders to lend clothing, shoes and accessories and for renter to borrow items available.
Cercle is the first rental platform with a philanthropic arm that allows its lenders to leverage their under-utilised wardrobes and raise funds for their charities of choice.
The company vision is to make borrowing the new buying by using rental to bring people together, reduce waste and change consumption habits for the betterment of self, style and planet.
Cercle Limited is a registered in England and Wales (12319419) with registered office address: 124 Sutherland Avenue, London, W9 1ET.

1.1 Key Definitions
Lender – Individuals, Brand Ambassadors, and Brands lending their item/items.
Renter – individual renting items.
Platform – refers to the Cercle Website, App or Services.
Curator – refers to Lenders (Individuals, Brand Ambassadors, and Brands).
Items – physical clothing, shoes and accessories available to rent.
“Cercle”, “Us” or “We” - refers to Cercle Ltd.
“User” or “You” - refers to user of platform and services (i.e. Lenders and Renters).
Borrow - to rent item/items for a specified time period.
Market Value – monetary value of an item in line with resale value.
Listing - a listing by a Lender of an Item available for Rent on the Platform.
Vintage – an item which was created 20+ years ago.

2. General Terms of Service

2.1 Platform Eligibility - You must be 18 or over to use the Cercle Platform
Cercle provides Lenders and Renters a platform to lend, rent and purchase items. Cercle securely stores Lenders items in a third-party logistics site from where the rental process is managed. Please see below in section 3.
The Platform, and any parts thereof, are protected by copyright laws throughout the world. Subject to this Agreement, Cercle grants you the right to access and use the features and functionality of the Platform, as well as a limited license to use the Platform to offer or obtain Items. Unless otherwise specified by Cercle in a separate license, your right to use the Platform is subject to this Agreement. To use the Cercle Platform, you must register and complete our verification process. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of the Platform; (b) you shall not frame or use framing techniques to enclose any trademark, service mark, or logo (including images, text, page layout or form) of Cercle; (c) you shall not use any metatags or other “hidden text” using Cercle’s name, service marks, or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Platform to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Platform; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Platform or use the Platform in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Platform, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host or network, including by means of overloading, “flooding”, “spamming”, “mail bombing”, or “crashing” the Platform. Any unauthorized use of the Platform terminates the licenses granted by Cercle pursuant to this Agreement. Any future release, Update or other addition to the Platform shall be subject to the Agreement. Cercle, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use, or suspected unauthorized user, of the Platform terminates the rights and licenses granted by Cercle pursuant to the Agreement. You agree to indemnify “Cercle Parties” (as defined in Section 13 below) in the event of any claims against Cercle based on or arising from your violation of the foregoing.

2.2 Your Account/Registration
In order to access the features of the Cercle Platform, including renting, or making available, Items on the Platform, you are required to become a Registered User. For purposes of the Agreement, a “Registered User” is a Renter or Lender who has registered an account on the Platform (“Account”). In registering an Account through the Platform, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree that you shall monitor your Account to restrict use by minors (under 18’s), and you will accept full responsibility for any unauthorized use of the Platform by minors. You may not share your Account or password with anyone unless agreed with Cercle, and you agree to (x) notify Cercle immediately of any unauthorized use of your password or any other breach of security; and (y) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cercle has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cercle has the right to take appropriate action. You agree not to create an Account using a false identity or information. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Platform if you have been previously removed by Cercle, or if you have been previously banned from the Platform.
If you access the Platform through a social network service (“SNS”), as part of the functionality of the Platform, you may link your Account with a SNS, by allowing Cercle to access your SNS, as is permitted under the applicable terms and conditions that govern your use of each SNS. You represent that you are entitled to grant Cercle access to your SNS account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS. By granting Cercle access to any SNS accounts, you understand that Cercle may access any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Platform that you have provided to and stored in your SNS account (“SNS Content”) so that it is available on and through the Platform. Unless otherwise specified in this Agreement, all SNS Content shall be considered to be User Content. Depending on the SNS account you choose and subject to the privacy settings that you have set in such SNS account, personally identifiable information that you post to your SNS account may be available on and through the Platform. We will never share or sell your personal data.

2.3 Service
Cercle is a service which connects lenders and renters. Cercle manages your inventory items, shipping, dry cleaning, repairs and secure storage through a third-party care centre taking the hassle out of lending and renting. Cercle’s trusted third party care partner adheres to our sustainability goals and practices. Our third-party logistics partner management system is integrated with our website and services so when an order is placed the item/items are picked, packed and shipped via DPD direct to the lender with a returns label enclosed. Once the item is ready to be sent back the renter packs the item in its original packaging, attaches the returns label and sends/drops off at a hub. Once our partner receives the item it goes through a thorough examination with any stains and general wear and tear marked for repairs department to address.
In order to participate in the Rental Services as a Lender, you must maintain ownership or permission to rent all Items you list on the Platform. In order for all Users to engage with the Platform, you must provide all equipment and software necessary to connect to the Platform, including but not limited to, a mobile device that is suitable to connect with and use the Platform. You are solely responsible for any fees for any third-party platforms, Internet connection or mobile fees, that you incur when accessing the Platform.

3. Lender Terms
To lend your items, fill out our questionnaire or send us an email at hello@cercle.uk to open a rental wardrobe and submit the items you would like to lend. We will create the listings for you. We collect your pieces from your preferred address via DPD. Place your items in a recycled box. Effortlessly gain revenue from your closet. We will manage all the logistics from cleaning, storage, to delivery. We use Green Earth, a gentle, environmentally non-toxic alternative to harsh petrochemical dry cleaning that is better for your clothes and the environment.

By lending through Cercle you are agreeing for us to manage your inventory items and promote items through influencer collaborations without compensation (to a maximum of 5 times). This means your items will be safely stored in a secure third-party care centre where you can request your item/items back at any point. If you wish to have an item/items back, we can organise for it to be shipped to directly you. Please kindly give us 14 days’ notice if you wish you have an item back so we can manage any future rentals. If there are no future rentals, we will be happy to organise for the item to be sent back to you sooner.

3.1 Items
We only accept high-quality fashion (Luxury, Designer, Vintage, and Artisan-made) and won’t be able to allow any fast fashion or garments and accessories made of real fur and exotic skins. We accept items with an RRP of £150 and above (with the exception of unique artisanal items). All items listed must be in very good condition. Where there is any slight noticeable wear, all descriptions should include this existing wear such as a scratch or blemish (other than obvious wear at bottom of a shoe.) Please refrain from listing items that do not meet those requirements. We encourage you to search the original item for an accurate product description. If we find an item listing is incomplete, CERCLE reserves the right to edit each item’s content for proper denotation of designer, fabric, retail value. Cercle reserves the right to remove any items that do not meet our requirements. Any fake, counterfeit or stolen products will be immediately removed and dealt with appropriately in line with the law.

3.2 Lender Guarantee
Cercle is built on a community of trusted curators and we ask all renters using our services to have respect for each item borrowed. As a lender, you agree to understand that general wear and tear is part of the rental process. Each item is examined by specialists at our third-party care centre upon its return from each rental. If there are damages it will be dealt with immediately by a highly skilled specialist before being put through the dry-cleaning process to be made available for future rentals. In the rare case of an item being damaged beyond repair, Cercle would offer a replacement or a suitable alternative. If no suitable replacement is available, we would compensate at resale market value up to the value of £5000. Items are insured through different stages of the lending process and Cercle will handle any communication with relevant parties on your behalf. We will communicate any changes to market value of an item as and when.

3.3 Fees and Payments
We will organise and cover the cost of first shipment of your items and manage the upload of your times to our platform. We provide a full service, managing rentals including the picking, packing and shipping of items to renters and we manage the receipt of your items after rentals including full inspection, repairs, dry cleaning and secure storage. Lenders earn 60% of the transaction after Cercle service fee of 40% is deducted for the service and management. You can choose to donate the total or part of your earnings to Charity which Cercle will facilitate on your behalf.

As Lender, you may be entitled to receive payment in connection with the Items you list on the Platform. To be eligible for payment, (i) you must be designated as a verified Lender on the Platform; and (ii) the Items you make available on the Platform must be selected by Renters via the Platform. Lender is solely responsible for filing all tax returns and submitting all payments as required by any tax authority arising from the payment of the Lender Fee to Lender under this Agreement, and agrees to do so in a timely manner.
Payment Acceptance. As a Lender, you must provide a valid method of accepting payment (“Payment Acceptance Method”), such as a bank account. You must keep your Payment Acceptance Method current. If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you do not want us to update your information, you may contact your issuer to request this or remove your Payment Acceptance Method from your Account.

Potential Lender earnings are calculated using a day rate (based on the RRP of the item) times the number of days the item is to be rented less a degressive discount based on the length of rental. We will confirm prices for your items prior to uploading on our platform. Payments are made on a monthly basis.

Cercle may offer additional discounts and promotions during the Required Listing Period, or at any other time that the Item remains available for rent on the Platform, which we will confirm with you should you wish to opt out. Such initiatives may affect your earnings.

3.4 Depreciation
Lenders understand that general wear and tear is part of the rental process. A yearly review will be conducted by the Cercle team. Items which have value depreciation will be communicated to the lenders and our team will advise on whether it is time to resell in line with market value or donate to charity.

4. Renter Terms
We are built on a community of trust and empowerment and ask that all renters treat each item with the same respect and care they would for their own items. Under no circumstances can an item you have borrowed be given to someone else.

4.1 Shipping
We use DPD for all our shipments. By using our service, you agree to receiving communication regarding your deliveries from DPD.
At checkout, you will be given delivery options. Your selected delivery method will be charged to cart at this point. A returns label will be included in your delivery. Once your items are ready to be shipped back, repack your items in their original packaging, attach the returns label and either drop off at collection point or arrange a collection.

4.2 Appointments
Cercle offers appointments at L’Apartment for renters to try on items which can be booked through Calendly on the website. If you would like to make an appointment to visit L’Apartment to try on some items, we kindly request you send us a selection of items you would like to try on 48 hours in advance of appointment.

4.2 Extensions
If you wish to keep the item for a longer period of time than initially requested, you may request through contacting us. Please note extensions may not be available. If an extension is not available, you are required to ensure the item is returned on the due date. Failure to comply, will result in a late fee of the daily rental of that item per day. Beyond seven days late you will be liable for the full market value of that item – please see below details in section 4.5.

4.3 Cancellations and Refunds
You have up to 48hr prior to your rental to cancel free of charge and will be fully refunded. Any later and you will be charged the full rental price.

4.4 Purchases
If you would like to make an offer to purchase an item, we invite you to do so by contacting us at hello@cercle.uk. We will look at the current market price of the item/items and liaise with the Lender.

4.5 Fees & Payments
Rental prices are calculated using a day rate (based on the RRP of the item) times the number of days the item is to be rented less a degressive discount based on the length of rental.
If you fail to return or are late in returning an Item, a late fee (“Late Fee”) may be charged to the Payment Method you supplied in connection with the Platform. You agree to pay such Late Fees, up to an amount not to exceed 100% of the replacement value of the Item. If you have not returned an Item within seven days after the date such Item is due for return, your late return will be considered a non-return and Cercle will charge your Payment Method up to the amount it takes to replace the Item, less any Late Fees that you have already paid (but in addition to any rental Fees).

4.5.1 Third Party Payment Method
Cercle uses Stripe (“Stripe”) as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By renting Items on the Platform, you agree to be bound by the Stripe Privacy Policy: https://stripe.com/privacy, and hereby consent and authorize Cercle and Stripe to share any information and payment instructions you provide with third-party service provider(s) to the minimum extent required to complete your transactions. All information that you provide to us or to Stripe must be accurate, current, and complete. By renting Items on the Platform, you authorize Cercle to charge your payment card (“Payment Method”). We may place a hold on your Payment Method, in which case you will be notified of such hold at the time you initiate the rental of an Item on the Platform. You represent and warrant that you have the legal right to use any payment method used to pay any fees.

4.6 Damages
General wear and tear are part of the rental process which we account for.
Our Third-Party Care team examine each item upon its return and will inform us of any damages. By using the platform, you agree and take liability for any major damages beyond general wear and tear. We will communicate damages with you and inform you of cost of damages before charging your card. Minor damages can include but are not limited too; small tears, stains, etc. Major damages can include but are not limited too; panel of fabric missing, embellishments missing etc.

4.7 Promotions
Any promotions that provide premium access to the Platform, discounted rentals, or credits toward your Account must be used within the specified time of the trial or promotion. At the end of the specified period, your use of that Platform service will expire and any further use of such service is prohibited unless you pay all applicable fees.

5. Content

5.1 Your Content
You acknowledge that all information supplied in and on the Platform (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Cercle, are entirely responsible for all Content (including photographs) that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Platform (“Your Content”), and that you and other Users, and not Cercle, are similarly responsible for all Content that you and they Make Available through the Platform (“User Content”).

5.2 Cercle Content
Cercle may in its sole discretion offer Lender the option of having Lender’s Items professionally photographed. Such photographs (“Verified Images”) may be used in connection with a Lender’s Listings. Lender is responsible for ensuring that Lender’s Items are accurately represented in the Verified Images. Lender must provide notice to Cercle if the Verified Images no longer accurately represent the applicable Items. Lender acknowledges and agrees that Cercle shall have the right to use any Verified Images in advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Cercle grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images solely in connection with Listings on the Platform. Lender agrees that Lender has no right or title in or to any content (other than Your Content), including any Verified Images, that appear on or in the Platform.

5.3 No Obligation to Pre-Screen Content
You acknowledge that Cercle has no obligation to pre-screen Content (including, but not limited to, User Content), although Cercle reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation email communications. In the event that Cercle pre-screens, refuses or removes any Content, you acknowledge that Cercle will do so for Cercle’s benefit, not yours. Without limiting the foregoing, Cercle shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

6. Ownership and Intellectual Property

6.1 Platform
You agree that Cercle and its suppliers own all rights, title and interest in the Platform, and all parts thereof. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.

6.2 Your Content
Cercle does not claim ownership of Your Content. However, when you as a User post or publish Your Content on the Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

6.3 License to your Content
You grant Cercle a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, host, display, publish, license, distribute, reproduce, modify and adapt Your Content (in whole or in part) for the purposes of operating, providing, developing and improving the Platform to you and to our other Users; as well as researching and developing new services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Cercle, are responsible for all of Your Content that you Make Available on the Platform. The Platform may contain User Content provided by other Users. Cercle is not responsible for and does not control User Content. Cercle has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Users at your own risk.

6.4 Your Profile
Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Cercle in our sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.

6.5 Feedback
You agree that submission of any ideas, suggestions, documents, and/or proposals to Cercle through its suggestion, feedback, wiki, forum or similar pages or via email (“Feedback”) is at your own risk and that Cercle has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Cercle a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform. You also acknowledge and agree that if and to the extent the material submitted by you identifies you by name, likeness, voice or otherwise (“Name and Likeness”), the foregoing license granted by you will automatically be deemed to cover and extend our use of your Name and Likeness in connection with our use of the material submitted by you. In addition, you warrant that all so-called “moral rights” have been waived.

7. User Conduct
As a condition of use, you agree not to use the Platform for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the Platform that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (iii) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of Cercle; or (vi) interferes with or attempts to interfere with the proper functioning of the Platform or uses the Platform in any way not expressly permitted by the Agreement.

8. Third-Party Services
The Platform may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website or Third-Party Ad, we will not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Ads are not under the control of Cercle. Cercle is not responsible for any Third-Party Websites or Third-Party Ads. Cercle provides these Third-Party Websites and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Ads, or their products or services. You use all links in Third-Party Websites and Third-Party Ads at your own risk. When you leave our Website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

9. Procedure for Making Claims of Copyright Infringement
It is Cercle’s policy to terminate membership privileges of any Users, including Registered Users, who repeatedly infringe copyright upon prompt notification to Cercle by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on or within the Platform in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Platform of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

10. Cercle Communications

10.1 General
By entering into this Agreement or using the Platform you agree to receive communications, including marketing and promotional communications, from us, via e-mail, calls, push notifications and other mobile application messages. You agree that for all of our communications, message and data rates may apply.

10.2 Email Marketing Communications
If we send marketing or promotional communications, you will have the ability to opt out of receiving such communications by following the instructions in this section.

10.3 Electronic Communications
The communications between you and Cercle may take place via electronic means, whether you visit the Platform or send us e-mails, or whether we post notices on the Platform, or communicate with you via e-mail, text message or by sending you push notifications. For contractual purposes, you (i) consent to receive communications from Cercle in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Cercle provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

11. Remedies

11.1 Violations
If Cercle becomes aware of any possible violations by you of the Agreement, Cercle reserves the right to investigate such violations. If, as a result of the investigation, Cercle believes that criminal activity has occurred, Cercle reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Cercle is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including Your Content, in Cercle’s possession in connection with your use of the Platform, to (a) comply with applicable laws, legal process or governmental request, (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Cercle, its Users and Registered Users or the public, and all enforcement or other government officials, as Cercle in its sole discretion believes to be necessary or appropriate.

11.2 Breach
In the event that Cercle determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for the Platform, Cercle reserves the right to:
11.2.1 Delete any of Your Content provided by you or your agent(s) to the Platform;
11.2.2 Warn you via e-mail (to any e-mail address you have provided to Cercle) that you have violated the Agreement;
11.2.3 Discontinue your registration with the Platform;
11.2.4 Discontinue your access to the Platform;
11.2.5 Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
11.2.6 Pursue any other action which Cercle deems to be appropriate.

12. Indemnification
You agree to indemnify and hold harmless Cercle, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Cercle Parties”) from any losses, costs, liabilities and expenses (including reasonable lawyers’ fees) relating to or arising out of: (a) your use of, or inability to use, the Platform; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any other Users; and (d) your violation of any applicable laws, rules or regulations. Cercle reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Cercle in asserting any available defences. This provision does not require you to indemnify any of Cercle Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or Platform provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement or your access to the Platform.

13. Termination and Deactivation

13.1 Termination of Account
This Agreement will remain in full force and effect until your Account is terminated as provided herein. Lenders should review the terms set forth in Section 16 of this Agreement to determine rights and obligations surrounding termination of Lender Accounts. You may delete your Account at any time for any reason through the settings in your Account on the Platform. Cercle may terminate or suspend your Account if (a) you are in breach of the Agreement; (b) if Cercle decides in its sole discretion to stop facilitating the provision of the applicable Platform or Rental Services; or (c) for any or no reason, without giving you notice. You understand that any termination of this Agreement and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. Cercle will not have any liability whatsoever to you for any termination or suspension of your Account or related deletion of your information.

13.2 Effect of Termination or Deactivation
Deactivation includes removal of your access to the Platform and barring of further use of the Platform. Upon Deactivation of the Platform, your right to use such Platform will automatically terminate immediately. Cercle will not have any liability to you for any suspension or termination. All provisions of the Agreement which by their nature should survive, shall survive termination of the Platform, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. If you are a Lender and we take any of the measures described above, you will not be entitled to any compensation for pending or confirmed Rental Services that were cancelled.

14. International Use
The Platform may be accessed from countries around the world and may contain references to services and content that are not available in your state or country. These references do not imply that Cercle intends to announce such services and content in your state or country. The Platform is controlled and offered by Cercle from its facilities in cities where it chooses to operate in English Law. Cercle makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other countries do so at their own volition and are responsible for compliance with local law.

15. General Provisions

15.1 Assignment
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Cercle’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Cercle shall have the right to freely assign this Agreement, in whole or in part, without your prior consent.

15.2 Force Majeure
Cercle shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

15.3 Questions, Complaints, Claims
If you have any questions, complaints or claims with respect to the Platform, please contact us at: hello@cercle.uk. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

15.4 Exclusive Venue
To the extent the parties are permitted under this Agreement to initiate litigation in a court, or in the event this Section 19.4 is held to be unenforceable for any reason, both you and Cercle agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the Magistrates’ Court – City of London.

15.5 Notice
Where Cercle requires that you provide an e-mail address, you are responsible for providing Cercle with your most current e-mail address. In the event that the last e-mail address you provided to Cercle is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Cercle’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Cercle at the following address: hello@cercle.uk.

15.6 Waiver
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.7 Severability
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

15.8 Entire Agreement
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.