Terms and Conditions

THIS AGREEMENT comes into effect on the day that the Customer presses the "Agree" button when registering to the Mobile Application,

BETWEEN:

• Airvat ltd. registered in England under number 11088285, whose registered address is 5 Campden House, 29 Sheffield Terrace, W8 7NE, London, United Kingdom (the "Company")
• Registered user of the Company's Mobile Application (the “Customer”)

Background

The Company provides VAT-free shopping services in the UK to eligible overseas visitors and has developed proprietary software to automate the tax refund process via Customer's personal mobile device.

Company’s services are available only to overseas visitors who can demonstrate that they permanently reside outside of the UK and have their identity verified by the Company.

Having met the eligibility criteria for VAT-free shopping, the Customer must agree to act as Company’s agent to assist as and when directed by the Company to facilitate the provision of services. In consideration for fulfilling its duties as an agent and payment of a handling fee, the Customer receives tax refund services from the Company.

The Customer, acting as a disclosed agent of the Company, shall purchase eligible goods from physical retail outlets at his own discretion and expense. The Customer must make the retailer aware that he is acting in this capacity for the Company prior to making purchases and ensure that goods invoices are issued to the Company.

The Customer will immediately notify the Company that the ownership of goods has passed to the Company by providing images of the retailer’s receipts.

After procuring goods from retailers, the Customer agrees to re-purchase the same goods from the Company on "as is, where is" basis with the title to such goods being passed to the Customer in international airspace/waters, or equivalent delivery point.

The Company will issue its invoice for any goods sold to the Customer. Goods sold to the Customer by the Company will have a price equal to that shown on the retailer’s invoice as sold to the Company. The Customer agrees to setoff his claim for reimbursement when purchasing goods from retailers with his own funds as Company’s agent against Customer's obligation to pay the Company’s invoice.

The Company will ensure that goods are removed from the UK and the required official or commercial export evidence is obtained correctly before refunding the VAT (less its handling fee) to the Customer.

Despite purchasing the goods from the Company, the Customer will continue enjoying full consumer rights as provided by retailers of the goods despite purchasing the goods from the Company. The Company will assign any such warranties to the Customer to allow him to deal directly with retailers on any after-sale issues.

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Each reference in this Agreement to 'Writing" and any similar expression includes electronic communications whether sent by e-mail, text message, and Mobile Application notification.

Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.

Each reference to 'this Agreement" is a reference to this Agreement and each of its Schedules as amended or supplemented at the relevant time.

The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

2. The Contract

• By registering as a user of the Company's Mobile Application, the Customer wishes to engage the Company to provide tax refund services set out in this Agreement, subject to the terms and conditions of this Agreement.
• A legally binding contract between the Company and the Customer will be created upon mutual acceptance of this Agreement. The contract will deemed to be created after the Customer presses the "Agree" button when registering to the Mobile Application.
• By digitally signing this Agreement both Parties hereby acknowledge that the Company has given or made available to the Customer the following information (save for where such information is already apparent from the context of the transaction):
  • Customer's obligation to understand and meet the eligibility criteria for receipt of the Services set out in Clause 3;
  • The main characteristics of the Services as per Clause 6;
  • Customer's obligation to act as an agent to purchase eligible goods from Retailers as per Schedule 1 on behalf of the Company to facilitate the provision of the Services;
  • Customer's obligation to provide information stated in Clause 4 and meet its other obligations as per Clause 3 and Clause 5;
  • The manner in which the total Fee for the Services will be calculated and paid;
  • The arrangements for payment, performance and the time by which (or within which) the Company undertake to perform the Services;
  • That the Customer will deal directly with the Retailer of the Goods for any after-sale warranties, refund, or exchange guarantees following Companies assignment of these to the Customer;
  • Company's complaints handling policy;
  • The indeterminate duration of this Agreement unless terminated by either Parties as per Clause 12;
• In consideration of the obligations undertaken by the Customer to act as the Companies agent as per Schedule 1 and the payment of the Fee, the Company agrees to provide tax refund services (also the Services) set out in this Agreement, subject to the terms and conditions of this Agreement.

3. Eligibility Criteria to Receive Services

• The Services under this Agreement are only offered to natural persons domiciled outside the UK who visit the UK on holiday or business.
• The Services will only be offered with regard to the Goods intended to be exported out of the UK to the Customer's permeant home address before the end of the third month following the month in which the Good's purchase took place.

4. Customer's Obligation to Provide Information

• The Customer is required to provide personal data including but not limited to his scanned passport copy and 3D face scan image in order for the Company to verify his status as a non-resident of the UK.
• As part of the Mobile Application registration process, the Company will contact the Customer to ascertain his identity using his contact details, individual identification code and security password.
• Within 14 days of Goods purchases under the Retailer SPA, the Customer will share digital image(s) of the Retailer Invoice(s) via the Mobile Application. The Customer will ensure that all relevant information contained in the documents is clearly visible and legible. The Company shall confirm receipt of the digital images in 5Confidential. Update December 2020. writing or via the Mobile Application by assigning a unique verification code to each Goods purchase.

5. Customer's Other Obligations

• Act as an agent on behalf of the Company as set out in Schedule 1.
• Make a payment for the Goods as part of the Retailer SPA as set out in Schedule 2.
• Purchase the Goods as part of the Customer SPA as set out in Schedule 3.
• Ensure the Goods described on the Customer Invoice match the Goods that the Customer has actually purchased from the Company and that such Goods will be exported out of the UK. Should the Goods be returned to the Retailer for a refund pursuant to Clause 3 (g) after completing the export procedures, the Customer will notify the Company accordingly to annul any corresponding tax refund.
• Assist in completing any required Customs procedures as instructed by the Company to ensure that the Goods are exported out of the UK in accordance with HMRC VAT Notice 703.
• The terms of this Agreement are to be read with all applicable UK laws and regulations. The Customer is responsible for complying with these rules.
• The Customer acknowledges and agrees that any request for tax refund may be rejected by the Company and/or the Customs:
  • information provided by the Customer is false, inaccurate, incorrect, insufficient, incomplete or misleading in any way or the Company suspects any illegal act, including fraud;
  • the Customer have received or have applied for another tax refund in relation to the same Goods described on the Customer Invoice;
  • the Goods purchased by the Customer under the Customer SPA have been wholly or partly used in the UK;
  • the Retailer is in breached of the Retailer SPA
  • HMRC or UK Border Force are of the opinion that the Customer is not entitled to tax refund.
• The Customer must comply with the terms of this Agreement and there are heavy penalties for false declaration or misrepresentation. The Company may require additional information to support Customer's claim in certain circumstances. Where the Company suspect that a fraud or attempted fraud is being perpetrated, it reserves the right not to refund and notify HMRC of its suspicion.

6. The Services

• The Company will provide VAT-free shopping services to eligible Customers on correctly procured Goods in the UK as per the terms of this Agreement.
• The tax refund service provision by the Company is subject but not limited to:
  • a validly conceived Retailer SPA with a prior Customer Disclosure;
  • the Customer acting for and on behalf of the Company as and when instructed by the Company to assist in ensuring that the Goods are correctly exported and the necessary export evidence is obtained as per HMRC VAT Notice 703.

7. Fee and Payment

• The Company shall be entitled to a handling fee ("Fee") for the provision of the Service. The Fee amount will be calculated as a percentage of the Company Price. The Fee will be stated in the Customer Invoice and will be advised within the Mobile Application.
• The Company shall transfer to the Customer the VAT amount indicated in the Customer Invoice net of its Fee ("Refund Amount"). Payment of the Refund Amount shall be made within five working days after the Company has received the corresponding VAT amount from the tax authorities. The transfer of Refund Amount will be made to Customer's nominated bank account.
• At all times any refund granted will be at the Customs sole discretion and the Company will not be responsible for any unsuccessful refund claims.
• The Customer acknowledges and agrees that the Company is entitled to claim reimbursement of the Refund Amount from the Customer if any subsequent tax audit or investigation by HMRC result in the Company having to repay for whatever reason any corresponding VAT amount.

8. Providing the Services

• As required by law, The Company will provide the Services with reasonable skill and care, consistent with best practices and standards in the retail industry, and in accordance with any information provided by the Company about the Services.
• The Company will begin providing the Services to the Customer on his successful registration, which is following Company's confirmation of Customer's eligibility and identity verification, and Customer's acceptance of these terms and conditions.
• The Company will continue providing the Services unless it is notified in writing by the Customer of his desire to terminate this Agreement or the deletion of the Mobile Application from the Customer's personal devices.
• The Company will make every reasonable effort to complete the Services on time and in accordance with Clause 6. The Company cannot, however, be held responsible for any delays for claiming the corresponding VAT amount from HMRC or if an event outside of its control occurs as per Clause 11.
• If the Company require any information or action from the Customer in order to provide the Services, it will inform the Customer of this as soon as is reasonably possible in writing or via the Mobile Application.
• If the information or action required of the Customer is delayed, incomplete or otherwise incorrect, the Company will not be responsible for any delay caused as a result. If additional work is required from the Company to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on Customer's part, the Company may charge the Customer a reasonable additional sum for that work.
• In certain circumstances, for example where there is a delay in the Customer sending information or taking requested action, the Company may suspend the Services and will inform the Customer of that suspension in writing.
• In certain circumstances, for example where the Company encounter a technical problem, the Company may need to suspend the Services in order to resolve the issue.
• The Company will gather information about the Customer to facilitate Services provision. Such information will be used and shared in accordance with the Company's Privacy Policy.
• The Company will endeavour to pay the Refund Amount to the Customer within five working days after the Company has received the corresponding VAT amount from HMRC; however, it is not liable if a delay occurs on claiming the VAT amount from HMRC.
• Any tax refund is subject to obtaining the necessary commercial or official export evidence in accordance with HMRC VAT Notice 703.

9. Problems with the Services and Customer's Legal Rights

• The Company will always use reasonable efforts to ensure that the provision of Services is trouble-free. If, however, there is a problem with the Services, the Company request that the Customer informs it in writing as soon as is reasonably possible.
• The Company will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
• The Company will not charge the Customer for remedying problems where the problems have been caused by the Company, any of its affiliates or employees or sub-contractors or where nobody is at fault. If the Company determines that a problem has been caused by incorrect or incomplete information or action provided or taken by the Customer as per Clauses 3 – 5, reasonable charges for any remedial work may apply.
• As a consumer, the Customer has certain legal rights with respect to the purchase of the Services. For full details of such legal rights and guidance on exercising them, it is recommended that the Customer contact Citizens Advice Bureau or Trading Standards Office. If the Company does not perform the Services with reasonable skill and care, the Customer has the right to notify the Company in writing and request improved Service or terminate this Agreement. If the Services are not performed in line with information that the Company has provided about them, the 8Confidential. Update December 2020. Customer also has the right to request repeat performance. If for any reason the Company is required to repeat the Services in accordance with Customer's legal rights, there will not extra charge for the same and the Company will bear any and all costs of such repeat performance.

10. Company's Liability

• The Company provides Services for private use and purposes only. The Company makes no warranty or representation that the Services are fit for commercial or business purposes of any kind (including resale). By entering into this Agreement, the Customer agrees that he will not use the Services for such purposes. The Company will not be liable to the Customer for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
• Nothing in this Agreement seeks to exclude or limit Company's liability for fraud or fraudulent misrepresentation.
• Nothing in this Agreement seeks to exclude or limit Company's liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by it about the Services.
• Nothing in this Agreement seeks to exclude or limit Customer's legal rights as a consumer. For more details of such legal rights, please refer to Citizens Advice Bureau or Trading Standards Office.

11. Events Outside of Company's Control (Force Majeure)

• The Company will not be liable for any failure or delay in performing its obligations under this Agreement where that failure or delay results from any cause that is beyond its reasonable control. Such causes include, but are not limited to: regulation or law change with regards to the Services provision, power failure, internet service provider failure, software malfunction and other technical problems, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Company's reasonable control.
• If any event described under this Clause occurs that is likely to adversely affect Company's performance of any of its obligations under this Agreement:
  • The Company will inform the Customer as soon as is reasonably possible;
  • The Company's obligations under this Agreement will be suspended and any time limits that it is bound by will be extended accordingly;
  • The Company will inform the Customer when Force Majeure event is over and provide details of any new dates, times or availability of Services as necessary;
• If a Force Majeure event occurs and the Customer wishes to cancel this Agreement, he may do so in accordance with his right to cancel under Clause 12;
• If a Force Majeure event continues for more than 90 consecutive days, the Company will cancel this Agreement in accordance with its right to cancel under Clause 12 and inform the Customer of the cancellation.

12. Cancellation

• The Customer is free to cancel the Services and this Agreement without notice at any time by notifying the Company in writing or by deleting the Mobile Application from his personal devices.
• The Company may need to cancel the Services and this Agreement immediately by giving the Customer written notice due to the occurrence of a Force Majeure event. If such cancellation is necessary, the Company will inform the Customer as soon as is reasonably possible.
• If any of the following occur, the Company may cancel the Services and this Agreement immediately by giving a written notice:
  • The Customer has breached this Agreement in any material way and has failed to remedy that breach within 2 Business Days of the Company's request to do so in writing;
  • If the Company suspects that a fraud or attempted fraud is being perpetrated; or
  • The Company is unable to provide the Services due to a Force Majeure event for a period longer than that in Clause 11.
  • For the purposes of this Clause a breach of this Agreement will be considered 'material' if it is not minimal or trivial in its consequences to the terminating Party

13. The Company's Policy for combating Money Laundering

• According to the FATF Recommendations to establish an effective regime to counter money laundering and financing of terrorism published in 1990, the Company checks the Customer in accordance with the provisions of the Company's anti-money laundering police and its involvement in the detection and prevention of any activity related to money laundering and financing of terrorism.
• Identifying possible risks of money laundering during the provision of Services and working with Customers allows the Company to take appropriate measures to control and reduce these risks. The Company will assess the degree of risk of money laundering using a risk based approach.
• The Company uses a combination of publically available information about its Customers, screening by third party security providers, and internal audits of Customer's transactions to identify and report suspicious activities.

14. Amendments and supplements

• The Company shall have the right to make amendments to the present Agreement at any time.
• The Company shall inform the Customer about any amendments to the present Agreement by sending an e-mail to the Customer's e-mail address, which he provided during registration.

15. Communication and Contact Details

• To the Company: a) electronically via the Mobile Application, or b) by post to AIRVAT ltd, 5 Campden House, 29 Sheffield Terrace, W8 7NE, London, United Kingdom.
• To the Customer: a) electronically via Mobile Application or by email, or b) by post to the address provided by the Customer during registration.

16. Complaints and Feedback

• The Company always welcome feedback from its customers and, while it always uses all reasonable endeavours to ensure that Customer's experience is a positive one, it nevertheless want to hear from its customers if they have any cause for complaint.
• If the Customer wishes to complain about any aspect of his dealings with the Company, including, but not limited to, this Agreement or the Services, please contact the Company by email or via the Mobile Application

17. How We Use Your Personal Information (Data Protection)

• All personal information that the Company may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation ("GDPR") and Your rights under the GDPR.
• For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Customer's rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available from https://airvat.com/ or within the Mobile Application in the My Account section .

18. Other Important Terms

• The Company may assign its obligations and rights under this Agreement to a third party. If this occurs, the Customer will be informed by in writing. Customer's rights under this Agreement will not be affected and Company's obligations under this Agreement will be transferred to the third party who will remain bound by them.
• The Customer may not assign his obligations and rights under this Agreement.
• This Agreement is between the Parties is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this Agreement.
• If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
• No failure or delay by the Parties in exercising any of their respective rights under this agreement means that such right has been waived. No waiver by the Parties of a breach of any provision of this Agreement means that either Party will waive any subsequent breach of the same or any other provision.

19. Governing Law and Jurisdiction

The Agreement, and the relationship between the Parties (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

As a consumer, the Customer will benefit from any mandatory provisions of the law in England & Wales.

Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement, or the relationship between the Parties (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England & Wales.

20. Signatures

Digitally signed and dated for and on behalf of the Customer when Customer presses “Agree” button after registering to the Mobile Application.

Digitally countersigned and dated for and on behalf of the Company as soon as Customer presses “Agree” button after registering to the Mobile Application.

SCHEDULE 1

Customer as an Agent of the Company

The Customer agrees to act as a disclosed agent of the Company to facilitate the provision of the Services.

The Customer's authorisation to act on behalf of the Company will be limited to specific Retailer SPA(s) as set out in Schedule 2. Each Retailer SPA will have to be correctly conceived and will expire at the time of termination of this Agreement.

The Customer shall be an independent counterparty. Nothing in the present Agreement shall be considered as the development, establishment or relations of the partnership, joint venture or as the relations of the employer and employee between the Parties.

Customer's Obligations

The Customer shall perform the following duties as an agent for the Company:

• Prior to each Goods purchase under the Retailer SPA, disclose to the Retailer that he acts as an authorised representative on behalf of the Company towards the Retailer ("Customer Disclosure").
• Exercise own discretion to select Retailer(s) and Goods to be procured in order to conclude a valid purchase and sale under the Retailer SPA.
• Use its best endeavours to generally assist the Company in the sale and purchase of the Goods under the Retailer SPA.
• Fulfil the Company's obligation to pay the Retailer Purchase Price to the Retailer using his own funds.
• Instruct the Retailer to issue the Retailer Invoice to the Company as the Retailer's contractual party for all Goods purchase and sold under the Retailer SPA.
• Provide Goods handling, storage, logistics services, and custody as and when instructed by the Company to facilitate and assist in the process of Goods export. The Customer will take good care of the Company's property as the Goods' title is transferred from the Retailer to the Company and subsequently from the Company to the Customer. Any costs incurred in doing so will be for Customer's account.
• Provide digital image(s) of the Retailer Invoice(s) via the Mobile Application to the Company within 14 days of the Goods being purchased and sold under the Retailer SPA.
• As and when instructed by the Company, facilitate and assist in the process of arranging customs procedures to ensure goods are exported as set out in HMRC VAT Notice 703.
• Accept and exercise the authority granted by the Company to conclude the Customer SPA with himself on behalf of the Company. Such authorisation will be limited to only the Goods already validly procured by the Company within the scope of this Agreement and the Retailer SPA.
• Agrees not to hold himself out or do any acts which might reasonably create the impression that he is so authorised to act on behalf of the Company for any goods out of scope of this Agreement or procured by the Customer without the intention of receiving the Service.

SCHEDULE 2

Retailer Sale and Purchase Agreement ("Retailer SPA")

The Company shall enter into purchase and sale agreement with Retailers to procure Goods with the intention to immediately on-sell them to the Customer under the Customer SPA.

The Customer shall be authorised to enter into the Retailer SPA on behalf of the Company subject to performing Customer Disclosure.

The Customer explicitly waives any ownership rights over the Goods thus obtained under the Retailer SPA.

The Customer acting as an agent will notify the Company that a valid Retailer SPA has been concluded by providing digital image(s) of the Retailer Invoice(s) via the Mobile Application as per Clause 7, Schedule 1.

The Company will acknowledge that a valid Retailer SPA has been concluded by assigning a unique ID to the transaction and informing the Customer accordingly via the Mobile Application.

The Company shall agree to purchase and the Retailer shall agree to sell Goods in consideration for the payment of the purchase price ("Retailer Price") by the Company as per the below terms:

Description and Specification of Goods

As shown on the Retailer Invoice

Price

As shown on the Retailer Invoice ("Retailer Price")

Payment

Full price without any setoff or deduction to be paid by the Customer on behalf of the Company as per Clause 4, Schedule 1, using his own funds.

Delivery

At Retailer's premises

Risk and Title

Risk and title to the Goods passes to the Company at Retailer's premises.

Other Terms

As per Retailer's standard term and conditions.

Agreed and executed by the Retailer and the Customer acting for and on behalf of the Company.

SCHEDULE 3

Customer Sale and Purchase Agreement ("Customer SPA")

The Customer agrees to purchase the same Goods from the Company on "as is, where is" basis after a valid Retailer SPA has been concluded.

The Company grants the Customer the necessary authority to conclude the Customer SPA with himself on behalf of the Company as per Clause 9, Schedule 1.

The Customer shall assists as directed by the Company to ensure that thus purchased Goods are correctly exported from the UK to his permanent non-UK home address in accordance with HMRC VAT Notice 703.

The Customer agrees to buy and the Company agrees to sell the Goods thus procured by the Company under the Retailer SPA ("Customer SPA") as per the below terms:

Description and Specification of Goods

As shown on the Company's Invoice and the same as on the Retailer Invoice

Price

Equal to the Retailer Price and as shown on the Customer Invoice.

Payment

Customer's obligation to pay the purchase price under the Customer SPA to be setoff against the Customer's claim for reimbursement against the Company for procuring the Goods as an agent only under the Retailer SPA. The Parties agree that the payment for the Goods will take place by a way of set-off of the counter homogeneous claims/obligations of the Parties and no indebtedness shall remain between the Parties.

Delivery

Delivery to take place outside the UK in its international airspace/waters, or airport airside as the case may be depending on the export method.

Risk and Title

Risk for the Goods will pass to the Customer at Retailer's premises immediately after the title passed from the Retailer to the Company under the Retailer SPA.

Title passes from the Company to the Customer immediately after the Goods leave the UK in international airspace/waters, or airport airside as the case may be depending on the export method.

Customer's Consumer Rights

Nothing in this Agreement will limit or revoke Customer's statutory consumer rights as offered by the Retailer to the Company under the Retailer SPA. Such rights may include returning Goods if the Customer change their mind or wishes to request full or partial refund for faulty, damaged or incorrect Goods.

The Company hereby assigns any warranties, refund, or exchange guarantees offered by the Retailer for the Goods under the terms of the Retail SPA in consideration of the Customer's undertaking to hold the Company harmless against any liability, cost, loss or damages resulting from faulty, damaged or incorrect Goods claims by the Customer.

Other Terms

As per Retailer's standard term and conditions.

Agreed and executed by the Company and the Customer.