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  1. INTRODUCTION
    • 1.1 Great that you are reading these General Terms and Conditions (“GTCs”), seeing as they apply to and govern:
      • i) the use of our website(s) when it comes to ordering / buying products, every one of our (i.e., SHAPE’s) offers, and to every Agreement (hereinafter ‘distance contracts’ are included in the definition of ‘Agreement’ – see definitions), in relation to and/or realised and/or concluded via our webshop; and
      • ii) any and all of our other interactions, business relations and collaborations with you (Consumer), no matter how they were established in the Territory.
    • 1.2 Therefore, please read these GTCs carefully and ensure that you understand them before placing any order / ordering any products from the webshop (the word ‘website’ is included in the word ‘webshop’, and vice versa), and thus before entering into an Agreement. Placing any order and purchasing any products from the webshop means that you (Consumer) agree to these GTCs.

  1. DEFINITIONS AND INTERPRETATION
    • 2.1 In these GTCs, capitalized terms shall have the meaning ascribed to them below:
      • 2.1.1 Agreement: once you accept an offer verbally, digitally and/or in writing, based on which SHAPE is expected to render its services and/or send you its products, the offer together with these GTCs and any other applicable (privacy) policies, order confirmation and/or other documentation SHAPE has sent you regarding its services/products, constitute a binding legal agreement between you and SHAPE. This definition also includes a distance contract (a contract that is entered into between SHAPE and the Consumer in the context of an organized system for sales at a distance of products, digital content, and/or services whereby, until the contract is entered into, exclusive or partial use is made of one or more techniques for communication at a distance).
      • 2.1.2 Article: the total of clauses relating to a subject (thus; article 1, 2, 3, etc.). Each article consists of one or multiple clauses (e.g., 1.1, 1.2, 1.3, etc.). ‘Clauses’ are thus the individual article paragraphs.
      • 2.1.3 SHAPE Brand: any and all names, logos, images and trademarks (registered and unregistered) now or hereafter in existence anywhere in the world belonging and/or relating to or in the control of SHAPE, relating to its services and/or its products.
      • 2.1.4 SHAPE IP: any and all Intellectual Property Rights in SHAPE Brand, which is and will remain to be SHAPE’s sole and exclusive property.
      • 2.1.5 Consumer: the natural person who is not acting in the exercise of a profession, craft, professional activities or other business and (whether or not) enters into a distance contract and/or Agreement with the entrepreneur.
      • 2.1.6 Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks or service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in design, rights in computer software, database rights, right to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
      • 2.1.7 Payment Terms: as set out in the offer or any other writing from SHAPE to Consumer.
      • 2.1.8 SHAPE: the limited liability company, who always and exclusively sends offers on behalf of, renders its services through and thus enters into Agreements in that capacity. The limited liability company being: “WELL Group LTD”, registered at Centris Business Gateway, Level 2M, Triq Is-Salib Tal-Imriehel, Central Business District, Zone 3, Birkirkara CBD3020, Malta and at the Chamber of Commerce under number number and VAT-number MT27963213, and all its (in)direct affiliates, in whichever country those might be incorporated.
      • 2.1.9 Territory: worldwide.

  1. APPLICABLE VERSION
    • 3.1 These GTCs will be made available to Consumer prior to an Agreement being concluded. If this is not reasonably possible prior to the Agreement being concluded, SHAPE will state the manner in which the GTCs can be consulted and that they can be sent as soon as possible, free of charge, at the Consumer's request.
    • 3.2 If the Agreement is entered into electronically, it may be that, in divergence from the preceding Clause and before the Agreement is entered into, the text of these GTCs can be made available to the Consumer by electronic means in such a way that it can be stored by the Consumer in a simple manner on a durable medium. If this is not reasonably possible then, before the Agreement is entered into, it will be stated where the GTCs can be consulted by electronic means and that they will be sent electronically or in another way, free of charge, at the Consumer's request.
    • 3.3 The version of the GTCs valid at the time of conclusion of an Agreement are applicable. Deviating terms and conditions of the Consumer are expressly excluded in all cases.
    • 3.4 In the event that, in addition to these GTCs, specific product or service conditions also apply, the first and second Clauses apply mutatis mutandis, and in the event of conflicting conditions the specific product or service conditions prevail.

  1. NON-APPLICABILITY GTCs
    • 4.1 These GTCs are intended for Consumers and not for professional buyers and other professional parties / entities (distribution parties / resellers). If you are not a Consumer or wish to buy / request services and products for trade, please contact SHAPE at: [email protected]. If you enter into an Agreement via the webshop you hereby state that you are a Consumer.
    • 4.2 For the avoidance of doubt, different general terms and conditions will apply to orders and purchases made by professional buyers (e.g., corporate entities, distribution parties and resellers).

  1. GENERAL REMARKS
    • 5.1 It’s important to mention that although SHAPE believes in its product(s), SHAPE cannot guarantee any results seeing as each person’s body, habits and lifestyle is and/or are different. Therefore, SHAPE will never explicitly say that it guarantees results. If SHAPE – or any of its partners – do or if Consumer feels that SHAPE – or any of its partners – do, SHAPE asks Consumer to let SHAPE know as soon as possible at: [email protected].
    • 5.2 Clause, appendix and paragraph headings shall not affect the interpretation of this Agreement.
    • 5.3 Unless the context otherwise requires, words in the singular shall include the plural and in plural shall include the singular.
    • 5.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    • 5.5 Any words following the terms such as “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, phrase or term preceding or following those terms.
    • 5.6 References to each party herein include references to its successors in title, assigns and novates.
    • 5.7 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
    • 5.8 A reference to writing or written includes faxes and e-mails.

  1. LAWFUL USAGE & THIRD PARTY LINKS
    • 6.1 SHAPE’s website(s) may only be used for lawful purposes and in a lawful manner. Consumer agrees to comply with all applicable laws, statutes and guidelines relating to the website and its use. Consumer undertakes to refrain from:
      • 6.1.1 Uploading or transmitting computer viruses, Trojans, worms, logic bombs or the like via the website that would interrupt, impair or stop the normal operation of a computer;
      • 6.1.2 Uploading or transmitting via the website any material containing defamation, insult or profanity;
      • 6.1.3 Attempting to gain unauthorized access to our website, to the server on which our website is stored or to servers, computers or databases connected to our website. Consumer is prohibited from attacking our website using a denial-of-service attack or a distributed denial-of-service attack.
    • 6.2 Violating this provision constitutes a criminal offense. SHAPE will report such violations to appropriate law enforcement agencies and cooperate with them by disclosing Consumer’s identity to the authorities. In the event of such a violation, Consumer’s right to use this website expires with immediate effect.
    • 6.3 SHAPE will not be liable for any loss or damage as a result of a distributed denial of service attack, virus or other technically harmful material that belongs to Consumer’s computer equipment, programs, data or other material as a result of Consumer’s use of SHAPE’s website(s) or download of materials from the website or on any website linked to it.
    • 6.4 As a service to its customers, SHAPE’s website(s) may also contain links to other websites or materials that are beyond its control. In addition Consumer’s may find websites (not linked to) via the internet that promote and/or sell SHAPE’s product. SHAPE points out that SHAPE is not responsible for (the content of) such websites or materials, and SHAPE does not check or endorse them. SHAPE is not liable for the privacy practices, the content of such websites, or for any damage, loss or infringement that may be incurred in connection with the use or reliance on such advertisements, content, products, materials or services on such external websites or resources allegedly originated.

  1. AVAILABILITY & OFFER
    • 7.1 Even though SHAPE uses its best efforts to keep the information on its website accurate and up-to-date, Consumer understands and acknowledges that the website may not always reflect the current availability of the products. SHAPE can therefore not guarantee that products (and associated services) will always be available.
    • 7.2 If an offer has a limited validity period or is made subject to conditions, this will be expressly stated in the offer.
    • 7.3 The offer will include a full and detailed description of the offered products and/or services. The description will be sufficiently detailed to enable a good evaluation of the offer by the Consumer. If SHAPE makes use of images, these will be as true a representation of the offered products, digital content and/or Services. Obvious oversights or obvious errors in the offer will not be binding upon SHAPE.
    • 7.4 Every offer will include such information that it will be clear to the Consumer what rights and obligations are connected with the acceptance of the offer.
    • 7.5 All offers are non-binding. SHAPE can thus also retract offers at any time.

  1. RIGHT TO CHANGE BY SHAPE
    • 8.1 SHAPE reserves the right to change and adjust the website, its content, its products, its prices and to add, alter or remove offers and special offers from time to time and as necessary, subject to SHAPE’s sole discretion.

  1. PRODUCTS DISPLAYED AS ACCURATE AS POSSIBLE
    • 9.1 The information on the website about SHAPE products offered (condition, dimensions, colour, etc.) is as accurate as possible, but is non-binding. Depictions and photos are for illustration purposes only. Minor and reasonable deviations are expressly reserved. Such minor deviations cannot be a reason to state any claim, or to terminate or dissolve the Agreement.
    • 9.2 If included, images and/or descriptions of packaging are also for illustrative purposes only, the actual packaging of goods may vary.

  1. THE AGREEMENT
    • 10.1 The Agreement is subject to these GTCs at the time the Consumer accepts the offer and complies with all the relevant conditions. By accepting an offer, placing an order and/or entering into an Agreement, Consumer declares that it:
      • 10.1.1 is legally authorized to enter into legally binding contracts;
      • 10.1.2 is at least 18 years old;
      • 10.1.3 supplies information that is correct, error-free, current and complete in all respects; and
      • 10.1.4 does not pretend to be any other natural or legal person.
    • 10.2 If the Consumer has accepted the offer electronically, SHAPE will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by SHAPE, the Consumer can terminate the Agreement.
    • 10.3 If the Agreement is concluded electronically, SHAPE shall take appropriate technical and organisational measures to protect the electronic transfer of data and shall ensure a secure web environment. If the Consumer can pay electronically, SHAPE will observe appropriate security measures.
    • 10.4 Each Agreement is entered into under the suspensive conditions of sufficient availability of the relevant products.

  1. REFUSAL / CANCELLATION OF AN ORDER / AGREEMENT BY SHAPE
    • 11.1 If SHAPE is unable to accept a Consumer’s order for any reason or the products in Consumer’s order cannot be delivered as requested, SHAPE will notify Consumer by email. SHAPE reserves the right to limit the gross value of an order via the website and to limit the maximum order quantity of products per type. In case Consumer’s order has been refused by SHAPE, Consumer will not receive an order confirmation and no Agreement between Consumer and SHAPE has been established.
    • 11.2 SHAPE can – within legal frameworks – inform itself whether the Consumer can meet his/her payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the Agreement. If, on the basis of this investigation, SHAPE has good grounds not to enter into the Agreement, SHAPE is entitled to refuse an order or application or to attach special conditions to the implementation, while stating its reasons.
    • 11.3 SHAPE may cancel a Consumer’s order and notify Consumer thereof by email, in the event i) SHAPE detects and obvious and unmistakable error in the purchase price or description of the product, ii) the payment of Consumer cannot be authorized and/or completed, iii) SHAPE suspects fraudulent activity or suspects Consumer is a professional buyer (e.g., reseller) and Consumer has not identified as such before ordering, iv) the product is unavailable, discontinued or out of stock, v) Consumer was not eligible to order according to these GTCs, and vi) any other event as reasonably determined at its sole discretion by SHAPE such as unforeseen permanent or temporary unavailability of a product, or permanent or temporary unavailability of a component or material required to produce the product, or any unforeseen circumstance which prohibits SHAPE to deliver the ordered product within a reasonable time from the order confirmation date.
    • 11.4 If SHAPE has already received a payment, any such sums will be refunded to Consumer as soon as possible and in any event within 30 days if SHAPEs refuses and/or cancels an order on the basis of this Article.

  1. THE PRICE
    • 12.1 During the period of validity indicated in the offer, the prices of the products and/or services being offered will in principle not be increased, except for price changes in VAT-tariffs.
    • 12.2 Contrary to the preceding Clause, SHAPE may offer products at variable prices, in cases where these prices are subject to fluctuations in the financial market over which SHAPE has no influence. The offer must refer to this link with fluctuations and the fact that any prices mentioned are recommended prices.
    • 12.3 Prices stated in offers of products or services are exclusive of VAT, unless stated otherwise. Prices mentioned on the website do not include any shipping and/or other costs. Delivery options and other related charges will be presented to Consumer as part of the order process.
    • 12.4 Not included in the prices / pricing on the website in any case are customs duties of the destination country in case of international orders. These duties are payable by Consumer in all cases. Customs fees should be paid upon arrival and are in addition to shipping and handling costs. SHAPE cannot discount or reimburse Consumer for these costs.
    • 12.5 Consumer is not entitled to offset against SHAPE’s claims unless Consumer counterclaims have been legally established or are undisputed.

  1. PAYMENT
    • 13.1 Unless otherwise agreed, the Consumer must pay for SHAPE product(s) and shipping costs in advance as agreed to in the Agreement. Consumer will be prompted during the order process via the webshop. For each order and/or Agreement, SHAPEs reserves the right not to offer certain payment methods and to refer to other payment methods. Any costs of a transaction are to be borne by Consumer.
    • 13.2 In case alternative agreements were made regarding payment, the following will apply in all cases. Consumer will pay for products ordered immediately, but ultimately within 14 days after commencement of the withdrawal period, or in the absence of a withdrawal period within 14 days after the conclusion of the Agreement.
    • 13.3 The Consumer is obliged to report immediately to SHAPE any inaccuracies in payment data / details provided or stated. If for any reason Consumer’s credit or debit card payment is not processed successfully, SHAPE reserves the right to retry the payment within 48 hours. If the payment is still unsuccessful, SHAPE will inform Consumer at least 48 hours in advance of any further attempt to process the payment by sending Consumer an email to the email address Consumer provided. If Consumer does not want SHAPE to try the payment again, Consumer must cancel its order in advance.
    • 13.4 If a Consumer fails to fulfil its payment obligation(s) in good time, after SHAPE has informed the Consumer about the late payment, the Consumer is allowed an additional 7 days in which to fulfil the obligation to pay; if payment is not made within this 7-day period, statutory interest will be payable over the sum owed and SHAPE has the right to charge reasonable extrajudicial costs of collection he has incurred. These collection costs will amount to a maximum of: 15% of outstanding amounts up to € 2,500; 10% of the subsequent € 2,500 and 5% of the following € 5,000, with a minimum of €75. SHAPE can diverge from the stated amounts and percentages to the benefit of the Consumer.

  1. RETENTION OF OWNERSHIP AND TITLE
    • 14.1 Until full payment of the agreed upon price (including delivery and any other related costs) is received in the designated bank account by SHAPE, SHAPE remains the sole and legal owner of the products, regardless of whether or not the aforementioned products are already in Consumer’s possession. All title, interest and ownership pertaining to the products remain with SHAPE until Consumer has fulfilled its full payment obligations.
    • 14.2 If the products are already in Consumer’s possession, Consumer guarantees to take utmost care of products which were not paid for fully and guarantees that such products will be returned to SHAPE according to SHAPE’s return policy. In the event of termination of the Agreement the legal ownership of the products immediately reverts to SHAPE.
    • 14.3 In all cases SHAPE retains sole and exclusive ownership of the Intellectual Property Rights vested in the products. Nothing in the offer and/or these GTCs and/or in the Agreement can be construed as to transfer any Intellectual Property Rights in the products, unless explicitly agreed to otherwise in writing.

  1. IMMEDIATE CHANGES BY CONSUMER
    • 15.1 If a Consumer changes its mind shortly after placing an order or made a mistake (e.g., providing SHAPE with incorrect or incomplete information), the Consumer must get in touch with SHAPE as soon as possible, directly via e-mail at: [email protected].
    • 15.2 All requests for cancellations, changes and/or correcting mistakes must be made within 12 hours of placing an order. If not already processed and/or dispatched, SHAPE may be able to accommodate the changes. However, SHAPE is under no obligation to do so. If SHAPE is unable and/or unwilling to do so, Consumer is referred to the articles below.
    • 15.3 In the event that a mistake (e.g., providing SHAPE with incorrect or incomplete information) prevents SHAPE from processing an order, SHAPE will (if possible) get in touch with Consumer to correct and/or complete it. If not corrected and/or completed upon request, SHAPE will cancel the respective order and/or terminate the Agreement. Any incurred costs as a result of incorrect and/or incomplete information will be passed on to Consumer. In no way is SHAPE liable for any damage and/or delay in case of any incorrect and/or incomplete information provided for by Consumer.
    • 15.4 If Consumer fails to notify SHAPE of an incorrect address and/or address change prior to the shipment (see below) of Consumers order, Consumer will be responsible for any additional shipping costs. Once the original package is returned to SHAPE and the additional shipping costs have been received, will SHAPE reship Consumer’s order.

  1. REPAIRS & REPLACEMENTS
    • 16.1 If a SHAPE product does not meet a Consumer’s expectations because of apparent damage to the product, or if a Consumer receives an incorrect shipment, SHAPE is to be e-mailed as soon as reasonably possible, but ultimately within 3 days after receipt at: [email protected]. SHAPE will get back to Consumer in 3 business days on how to proceed.
    • 16.2 Consumer will have to provide SHAPE with proof of the damage and/or the incorrect shipment (photo’s and/or video’s). If the damage and/or incorrect shipment could have been visually determined prior to unpacking/unboxing SHAPE products, then there may not have been any (further) unpacking/unboxing as such. If it does involve a fully unpacked product, SHAPE may, at its discretion, refuse to offer replacement.
    • 16.3 Where appropriate, SHAPE will be happy to arrange a replacement. However, if a Consumer has been made aware of the reason for their claim prior to the purchase, Consumer will not be eligible to claim under this Article and/or these Clauses.
    • 16.4 Replacement being offered and/or required do not create any grounds for Consumer to terminate and/or dissolve the Agreement.

  1. RIGHT OF WITHDRAWAL (REVOCATION)
    • 17.1 Agreements regarding the supply of SHAPE products manufactured according to the Consumer's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Consumer, or which are clearly intended for a specific person, cannot in any way and/or on any grounds be terminated by Consumer. This means that all SHAPE products that are custom made for a consumer cannot be returned and that there is no right of withdrawal in any case.
    • 17.2 In addition, because of the sealed (air-tight) packaging of SHAPE products being sold via SHAPE’s webshop (thus even if not custom made), Consumer is not able to terminate any Agreement with SHAPE as soon Consumer has opened the products / broken the (air-tight) seal of the products. In other words, Consumer does not have a general right of withdrawal in these cases. Returns are thus not accepted by default. This can only be different if SHAPE has explicitly stated regarding a specific product being ordered and/or purchased, and thus Agreement being reached, that the Consumer even in the aforementioned events does have a right of withdrawal regarding that specific product and/or Agreement.
    • 17.3 In the event SHAPE explicitly stated that the right of withdrawal applies to a certain SHAPE products being ordered and/or purchased and/or Agreement being reached, or in the event Consumer has not yet opened the products / broken the (air-tight) seal of the product(s), the following applies.
    • 17.4 When ordering / purchasing such a SHAPE product and/or entering into such an Agreement, a Consumer has the right to terminate an or a part of an Agreement by using its right of withdrawal (revocation), during a period of 14 days (starting on the day after the product was or product(s) were received by the Consumer), subject to these below GTCs. However, if a Consumer has been made aware of the reason for their claim prior to the purchase, Consumer will not be eligible to claim under this Article and/or Clause.
    • 17.5 SHAPE is allowed to ask a Consumer for the reason of this dissolution, but the Consumer is under no obligation to state their reason(s).
    • 17.6 Excluded from the right of withdrawal are: i) (see above) products made according to Consumer specifications, which are not premade and which are made on the basis of an individual choice or decision by the Consumer (i.e., which products are personalised); ii) products that can spoil quickly or expire quickly; iii) (see above) sealed products that are not suitable for return for reasons of health protection or hygiene, and whose seal has been removed after delivery.

  1. OBLIGATIONS DURING THE WITHDRAWAL PERIOD (IF WITHDRAWAL IS POSSIBLE)
    • 18.1 During the 14 day withdrawal period, Consumer shall treat the product and its packaging with the utmost care and only unpack or use the product as far as necessary in order to assess the nature, characteristics and efficacy of the product. The latter is only possible in the event Consumer has ordered multiple products (e.g., in the event Consumer only orders one product and breaks the seal upon delivery, that product cannot be returned anymore, subject to these GTCs. However, in the event Consumer orders two products and breaks the seal of the first product, Consumer can – whilst taking into account the GTCs for the remainder – terminate part of the Agreement, by partially withdrawing and resending the second product of which the seal has not been broken).
    • 18.2 Consumer is responsible for and will be held liable for any and all damage during the withdrawal period and thereafter, until such time as SHAPE has received and checked its products after receipt.

  1. EXERCISING RIGHTS AND COSTS (IF WITHDRAWAL IS POSSIBLE)
    • 19.1 A Consumer who wants to exercise their right of withdrawal shall (need to) report this to SHAPE within the withdrawal period, at: [email protected].
    • 19.2 SHAPE will provide the Consumer with a link to a form for right of withdrawal that should only be completed and returned if the Consumer wants to exercise its right of withdrawal.
    • 19.3 As quickly as possible, but no later than 14 days after the day of reporting of their right of withdrawal, Consumer shall complete the form for right of withdrawal and return or have the products returned to SHAPE.
    • 19.4 SHAPE products shall be returned with all relevant accessories, in the original state, in the original packaging, and in accordance with the reasonable and clear instructions provided by SHAPE.
    • 19.5 The Consumer bears the direct costs and risks of returning the product, unless otherwise agreed in writing.
    • 19.6 The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lie with the Consumer.
    • 19.7 Once SHAPE safely received SHAPE products in good order, will SHAPE process the refund(s). Refunds for returned goods will be made within 14 days of their arrival at the address specified by SHAPE. All refunds will be issued to the original payment method, but can take a couple of days to appear in Consumer’s account.
    • 19.8 SHAPE is only able to process refunds for SHAPE products returned in perfect condition and in their original packaging, with accompanying documentation enclosed and any other items within the box where applicable. Consumer will be obliged to cover any depreciation in the value of SHAPE products if the depreciation is attributable to Consumer’s improper handling of SHAPE products when examining its conditions.
    • 19.9 Consumer will be refunded for the price of SHAPE products, minus a handling fee. Which handling fee will depend on size, weight and location.
    • 19.10 SHAPE will not refund any VAT or import charges. In some cases Consumer may be able to reclaim these costs from their local tax authorities.

  1. TIMELY SUPPLY & SHIPPING
    • 20.1 SHAPE will take the greatest possible care when receiving and implementing orders for SHAPE products and/or executing Agreements.
    • 20.2 The place of delivery is deemed to be the address that the Consumer makes known to SHAPE. Delivery shall be deemed completed and the responsibility for SHAPE products will pass to Consumer once SHAPE has had SHAPE products delivered to the address as specified by Consumer.
    • 20.3 SHAPE products are shipped out only on business days (Monday-Friday). SHAPE is not responsible for refunding the cost of shipping due to postal service delays.
    • 20.4 International shipping is only available to certain locations. Consumer is required to make an inquiry at: [email protected], to see if SHAPE ships to Consumers location. Shipping and handling times will vary by location. Please allow 10 to 25 days for your international SHAPE products to be delivered.
    • 20.5 Taking into consideration what was known or should have been known to the Consumer when accepting and offer and thus entering into an Agreement with SHAPE, SHAPE will implement accepted orders with efficient expedition, though at the latest within 30 days after the acceptance of the offer, unless a different period of delivery has been agreed to. If delivery suffers a delay, or if the delivery cannot be implemented, or only partially, the Consumer will be informed about this at the latest 30 days after the order was placed. In this case, the Consumer has a right to terminate the Agreement free of charge. If SHAPE cannot contact Consumer despite SHAPE’s reasonable efforts, or SHAPE cannot arrange (re-)delivery or collection, SHAPE may terminate the Agreement and issue Consumer with a refund but may deduct a reasonable sum in compensation for any net costs incurred by SHAPE as a result.
    • 20.6 Following dissolution in accordance with the previous paragraph, SHAPE refunds Consumer immediately the sum it has paid.

  1. PROHIBITED ACTIONS
    • 21.1 Consumer is strictly prohibited to publish and/or to reproduce the products (i.e., SHAPE products) and/or services including but not limited to the following actions: to destroy, modify, duplicate, publish, adapt, copy, sell (except privately), offer (except privately), make available (except privately), replicate, plagiarize, reproduce, in any form, decompile, or otherwise extract content and/or source code from the website, SHAPE products and/or the services.
    • 21.2 INDEMNIFICATION
    • 21.3 Consumer agrees to fully indemnify and fully hold harmless SHAPE, its affiliates and its respective directors, officers, employees and agents, representatives form and against any and all claims, fines, losses, liabilities, penalties and other expenses, including attorney’s fees, arising out of the use or misuse of the website (e.g., webshop) by Consumer’s or through Consumer’s account, access to the website’s content, violation of these GTCs, or infringement of (third-party’s) rights, unlawful acts, in connections with this Agreement or, reserving SHAPE the right to request compensation for damages and to take legal action.
    • 21.4 This indemnity agreement will survive termination of the Agreement.

  1. INDEMNIFICATION
    • 22.1 Consumer agrees to fully indemnify and fully hold harmless SHAPE, its affiliates and its respective directors, officers, employees and agents, representatives form and against any and all claims, fines, losses, liabilities, penalties and other expenses, including attorney’s fees, arising out of the use or misuse of the website (e.g., webshop) by Consumer’s or through Consumer’s account, access to the website’s content, violation of these GTCs, or infringement of (third-party’s) rights, unlawful acts, in connections with this Agreement or, reserving SHAPE the right to request compensation for damages and to take legal action.
    • 22.2 This indemnity agreement will survive termination of the Agreement.

  1. COPYRIGHT / INTELLECTUAL PROPERTY
    • 23.1 All photos and images and other SHAPE IP used by SHAPE on its website and elsewhere (e.g., social media channels) are copyrighted. These photographs and images and other SHAPE IP may not be reproduced and/or used either in private or in public without the written permission of SHAPE.
    • 23.2 All (other) content included on SHAPE’s website, the copyright and other intellectual property rights subsisting in any content, unless specifically labelled otherwise, belongs to or has been licensed by SHAPE. All content is protected by applicable Maltese and international intellectual property laws and treaties.
    • 23.3 Consumers may not copy, reproduce, rent, distribute, sub-licence, sell, store or in any other manner re-use content from SHAPE’s site, mailings or other information unless given express written permission and to what extent to do so by SHAPE.

  1. CUSTOMER SERVICE
    • 24.1 SHAPE’s customer service is available from Monday to Friday between 08:00 and 18:00 CET, and can be reached via email at [email protected] or via the hotline customer service at: +49 89 541 953 86.

  1. LIABILITY
    • 25.1 SHAPE’s maximum aggregate liability due to attributable shortcomings in the performance of the Agreement and other resulting or related agreements or on any legal basis whatsoever (whether in contract, tort (including negligence) or otherwise), including any shortcoming in the performance of agreed warranty or indemnification obligations, is capped to total remuneration / price / payment SHAPE has received from Consumer under the respective Agreement.
    • 25.2 Consumer will only be entitled to recover direct damages (and thus not delayed, indirect, any special or consequential damages) from SHAPE, being damage directly resulting from the breach of performance. SHAPE is thus not responsible or liable for any other types of damage, like business interruption, service failure, lost profits, sales, business, revenue, opportunity, goodwill, reputation or data, arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or know by SHAPE. This also means that SHAPE will not be liable for any failure or delay in performing its obligations where that failure or delay results from any cause that is beyond its reasonable control. If such an event arises, SHAPE will inform Consumer as soon as is reasonably possible, and take all reasonable steps to minimise the delay.
    • 25.3 These liability limitations also apply to anyone SHAPE works with to come to and carry out the Agreement from its side.
    • 25.4 Nothing in these GTCs and/or the Agreement shall limit or exclude either party’s liability for: i) death or personal injury resulting from negligence, ii) fraud or fraudulent misrepresentation, or iii) any other liability that cannot be excluded or limited by Maltese law.
    • 25.5 The terms of and obligation imposed by this Article shall survive the termination or expiry of the Agreement between SHAPE and Consumer.

  1. DATA PRIVACY
    • 26.1 SHAPE and Consumer shall comply with all their obligations under the Data Protection Legislation.
    • 26.2 SHAPE may hold, process and verify (incl. credit, debit or charge card) personal data relating to Consumer for legal, administrative, management and commercial purposes in accordance with the Data Protection Legislation.
    • 26.3 Subject to personal data being shared of Consumer, SHAPE shall treat all personal data as confidential, and shall implement appropriate technical and organisational measures to protect such personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, such data that is transmitted, stored or otherwise produced in accordance with the Data Protection Legislation.
    • 26.4 Any personal data that is processed pursuant to any Agreement reached between SHAPE and Consumer shall only be retained by SHAPE for as long as is reasonably necessary or to meet SHAPE’s commercial/legal obligations.

  1. MISSCELANEOUS
    • 27.1 When Consumer writes a review, Consumer gives SHAPE a non-exclusive, non-rewarded, permanent, irrevocable and fully licensable right to use, reproduce, modify, adapt, publish, translate it in any media around the world, derive, distribute and tender changes to it. Consumer grants SHAPE the right to use its name, and to be identified as the author of such content and to oppose adverse editing of such content. Consumer represents and warrants that it controls all rights over the entries at the time they are created and that the content is correct, and that the content does not violate any of the existing SHAPE guidelines and does not harm any physical or legal person (including possible defamation). In the event that SHAPE receives claims for damages from third parties based on the above warranties, Consumer agrees to pay damages and hold SHAPE harmless (as indicated above).
    • 27.2 If SHAPE is prevented, hindered or delayed in or from providing the Services by a force majeure event, SHAPE shall not be in breach of the Agreement / offer between Consumer and SHAPE or otherwise liable for any such failure or delay. The time for providing the Services shall be extended accordingly.
    • 27.3 The failure of SHAPE to enforce at any time any term or condition of these GTCs / Agreement / offer, or to exercise any right or option therein, will not operate as a waiver of such right or any other right under these GTCs / Agreement / offer, nor will any single or partial exercise preclude any other right or option therein; and no waiver whatsoever will be valid unless in writing, signed by SHAPE, and only to the extent described in such writing.
    • 27.4 If any Article and/or Clause of these GTCs / Agreement / offer or part thereof is rendered void, invalid or unenforceable by any legislation to which it is subject, it shall be rendered void, invalid or unenforceable to that extent solely, and it shall in no way affect or prejudice the enforceability of the remainder of such Articles and/or Clauses or the other Articles and/or Clauses of these GTCs / Agreement / offer. SHAPE and Client agree to undertake all reasonable endeavours to replace the void, invalid or unenforceable provision with a valid Article and/or Clause, the effect of which shall be as close as possible to the intended effect of the void, invalid or unenforceable Article and/or Clause.
    • 27.5 Consumer shall not assign or delegate any of its rights or obligations under these GTCs / Agreement / offer without the prior written approval of SHAPE.
    • 27.6 These GTCs together with the offer and any applicable (privacy) policies of SHAPE, embody all the terms and conditions agreed upon between SHAPE and Consumer as to the subject matter of their Agreement and supersedes all prior discussions, negotiations, understandings, and Agreements in respect of its subject matter.
    • 27.7 Save for as expressly provided in these GTCs, the rights and remedies provided under these GTCs are in addition to, and not exclusive of, any rights or remedies provided by law.
    • 27.8 SHAPE reserves the right to change (e.g., modify, add, delete) in whole or in part these GTCs, at any time. Consumer is obliged to periodically review these GTCs and to comply with the obligations set out in the current version at each moment. Any use of the website, Services and/or SHAPE products by Consumer after such notice by SHAPE shall be deemed to constitute acceptance by Consumer of such changes, modifications and additions. If Consumer does not wish to accept the amended GTCs Consumer must cease to use the website, Services and/or SHAPE products. In addition, If Consumer disagrees, let SHAPE know at [email protected] within 14 days of receiving them. In the meantime the original conditions will remain in force. If Consumer doesn’t object, any changes will be deemed approved.
    • 27.9 Situations not covered by these GTCs are to be assessed and resolved 'in the spirit' of these GTCs. Any ambiguity regarding the interpretation or content of one or more provisions of these GTCs should be interpreted 'in the spirit' of these GTCs.

  1. GOVERNING LAW
    • 28.1 Any Agreement between SHAPE and Consumer and any non-contractual obligations arising out of or in connection with their Agreement(s), including any disputes between Parties, are exclusively governed by and shall be solely construed in accordance with Maltese law. The CISG is, if applicable, expressly excluded.

  1. COMPLAINTS & PROCEDURE
    • 29.1 A Consumer who has discovered any material defaults in the implementation and/or execution of the Agreement must submit any complaints to SHAPE without delay but ultimately within 7 days after Consumer discovered the defects, in full and with clear descriptions, via email: [email protected] or at the following postal address: SHAPE, Brivibas Gatve 204B, Post Box Nr. 31, LV-1039 Latvia. Please be aware that this is no ‘visiting address’ or ‘place of business’, but solely a postal address.
    • 29.2 Following receipt of a complaint, SHAPE will review and reply in writing as soon as possible. If a complaint requires a foreseeably longer processing time, SHAPE will respond with a notice of receipt and an indication of when the Consumer can expect a more detailed answer.
    • 29.3 The Consumer must in any event grant SHAPE 4 weeks to resolve the complaint in mutual consultation. If the complaint cannot be resolved by mutual agreement within that period, a dispute arises which is subject to the competent dispute settlement procedure in Malta. In case of complaints, a Consumer should thus in any case first turn to SHAPE.
    • 29.4 A complaint does not suspend the obligations of SHAPE, unless SHAPE indicates otherwise in writing.
    • 29.5 If a complaint is found to be justified by SHAPE, SHAPE will, at its discretion, act accordingly.

  1. JURISDICTION (DISPUTES)
    • 30.1 The Complaints Board will only handle a dispute if the Consumer has first submitted its complaint to SHAPE (as above) within a reasonable period. If not resolved the complaint becomes a dispute.
    • 30.2 The dispute must be submitted to the Complaints Board no later than 12 months after the date on which the Consumer first submitted the complaint to SHAPE. This will be done in writing or in another manner to be specified by the board.
    • 30.3 In the event Consumer decides to submit a dispute to the Complaints Board, SHAPE will be bound by this decision. Preferably, the Consumer notifies SHAPE of its intention of submitting the dispute.
    • 30.4 SHAPE is also allowed to submit a dispute to the Complaints Board. However, prior to doing so, SHAPE must notify Consumer of this intention. The Consumer then has five weeks from the date of receipt, to let SHAPE know whether the Consumer also wishes the dispute to be submitted to the Complaints Board or that the dispute be dealt with by the court of competent jurisdiction in this respect (see below). If the Consumer does not reply within five weeks of receipt, SHAPE is entitled to submit the dispute to the court of competent jurisdiction (see below).
    • 30.5 If submitted to the Complaints Board, the Complaints Board will issue a ruling under the conditions as specified in the regulations of the Complaints Board. The decisions of the Complaints Board take the form of binding advice.
    • 30.6 The Complaints Board will not handle a dispute and/or will discontinue its handling, if SHAPE is granted a suspension of payment, is declared bankrupt, or has actually ceased its business activities before a dispute is handled at a meeting of the board and a final ruling has been issued.
    • 30.7 Any disputes that may arise in connection with the Agreement between SHAPE and Consumer, not subjected to the Complaints Board as above, are subject to the exclusive jurisdiction of the competent court in Malta.