Terms & Conditions of Sale

1. These are the legal terms and conditions under which we supply the products (“Products“) listed on our website Karenmillen.com (“Our Site”) to You. Please read these terms and conditions (“Terms & Conditions of Sale“) carefully before ordering any Products from Our Site. By placing an order to purchase any of our Products, you accept and agree to be bound and abide by these Terms & Conditions of Sale together with our Website Terms of Use here, our Privacy Policy here and our Returns Policy here (collectively, the “Terms and Conditions“), regardless of whether or not you choose to register with us. These Terms and Conditions tell you who we are, how we will provide Products to you, what to do if there is a problem, and other important information. If you live in the United States, please read this carefully.
2. BY USING THE SERVICES YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU SHOULD NOT PLACE AN ORDER ON OUR SITE. THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRAION CLAUSE, A CLASS ACTION WAIVER AND JURY TRIAL WAIVER CLAUSE THAT IMPACT YOUR RIGHTS IN RESPECT OF HOW TO RESOLVE DISPUTES. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMEBR IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. Karenmillen.com is operated by Karen Millen.com Limited (“Karen Millen ,“ “we,“ “us,“ or “our“). We are a company registered in England and Wales under company number 12054246 and with our registered office at 49/51 Dale Street, Manchester, England M1 2HF. Our UK VAT number is 185 4874 61. Our email address is [email protected].

1. The images of the Products on Our Site and in our other advertising materials are for illustrative purposes only. Your Products may vary slightly from those images. Although we have made every effort to display and print the colors of the Products accurately, we cannot guarantee that your device or computer’s display of the pictures, or the pictures in our other advertising materials, accurately reflect the colors of the Products that will be delivered to you. The Products may vary slightly from these images.
2. Whilst we take reasonable care to ensure accuracy, all sizing and measurements of Products detailed on Our Site are approximate. We cannot guarantee that all details are always accurate, complete, or error free.
3. All our Products are sold on the basis that they are suitable for domestic and private use only. As such, none of our Products are intended for use in connection with any business purpose.
4. Please note that Products on Our Site are not aimed at persons aged under 16 and may be unsuitable for persons under this age group. We do not sell Products to children, but sell them to adults over 18 years old, who can purchase products with a credit card, debit card, or other payment method.

1. Some restrictions are placed on the extent to which we accept orders from specific countries. These restrictions can be found on our “Deliveries“ page here
2. If we are unable to accept your order, we will inform you of this and will not charge you for the Product(s). This may happen in circumstances, including (but not limited to) where the Product(s) is/are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, or because we have identified an error in the price or description of the Product(s).
3. We may make changes to these Terms and Conditions from time to time. The Terms and Conditions that apply to your Contract (as defined in Section 6.2) will be those that are displayed on Our Site when you place your order.

1. You may only purchase Products from us if:
   1. you are over 18 years of age and legally capable of entering into a binding contract with us;
   2. you are an authorized user of the credit or debit card or payment account (i.e., Paypal, Afterpay or Klarna) used to pay for your order; and,
   3. you are a resident of a country that we deliver to (please see our “Deliveries“ page here for further information).

1. Once you have placed your order, you should receive an e-mail from us acknowledging that we have received your order (but please contact us if you do not receive this e-mail). Please note this does not mean that your order has been accepted or that a contract has been formed between you and us. All orders are subject to availability and acceptance by us (which we may refuse for any reason).
2. After you submit your order, we immediately contact your bank or card issuer for authorization to take payment from your account. We will not process your order until payment has been received in full. If we accept your order we will confirm this to you by sending you a further e-mail (“Dispatch Confirmation“) confirming the Product is being processed ready for dispatch at which point the contract between you and us (“Contract“) will be formed.
3. As soon as you place your order, we start to process your order which means you will not be able to change it before delivery, but you may be able to return your Products under our Returns Policy here
4. From time to time we may make minor changes to a Product to reflect changes in relevant laws and regulatory requirements. If these changes change the product description or other mandatory information to be provided to you under the applicable laws, we will update Our Site.
5. These Terms and Conditions, and any Contract between us, are only in the English language. Please note that we may not necessarily keep a copy of your Contract. You should keep a copy of these Terms and Conditions and your order for future reference.

1. We will seek to fulfil your order by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then as soon as reasonably possible (depending on the delivery service you have selected). In any event, delivery will take place no more than 30 days after the day your Contract is entered into.
2. If no one is available at your address to take delivery and the Products cannot be posted through your mailbox or left in a safe place and/or if you do not collect the Products from an address notified to you by our carrier within the time period notified to you by our carrier at the time delivery is attempted, we may end the Contract and Section 10 will apply.
3. Delivery of your order will be complete when we deliver the Products to the address you gave us and the Products will be your responsibility from that time.
4. If you check out using your bank details, Paypal, or Apple Pay, you will own the Products once we have received payment in full. However, when you check-out using a payment instalment method, e.g., through a finance provider such as Klarna, then alternative terms will apply to you, further information on this is set out in Section 8 below.
5. Please note zipcode and/or postcode restrictions apply. Delivery times and costs may be increased where the Products are shipped outside the United States. Check your eligibility here here.
6. In addition, if you order Products from us for delivery to a destination outside the United States:
   1. your order may be subject to import duties and taxes which are applied when it reaches the delivery destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order. We will not be liable or responsible if you do not pay any such import duties or taxes;
   2. you must comply with all applicable laws and regulations of the United States and any country for which the Products are destined. We will not be liable or responsible if you break any such law; and
   3. please see our Returns Policy here for details on returning any Products to us from a destination outside the United States.
7. If you wish to dispute delivery of your order, you have 28 days starting from the day that the tracking status for you order is updated by the carrier as fulfilled (i.e. updated as delivered to the address set out in the Dispatch Confirmation). If your tracking doesn’t confirm your order has been delivered please note you have 90 days from your last tracking event to contact us. We reserve the right to request evidence, before issuing any refund of the price paid and/or any associated delivery costs.

1. The price payable for the Products shall be as shown on Our Site in United States Dollars (USD), although please see Section 8.7 below for what happens if we discover an error in the price of any Product you order.
2. If you are viewing Our Site from the UK or a country in the EU, the Product prices advertised on Our Site for Products located in the EU are inclusive of the UK VAT at the relevant rate chargeable for the time being. Additional delivery charges (which will include UK VAT charged by us) will vary depending on the Products you ordered and your delivery address and are shown separately during the checkout process.
3. We reserve the right to change the prices on Our Site at any time without notice, but changes will not affect orders which we have already accepted. However, if applicable, the rate of VAT changes after the date of your order, we will adjust the rate of VAT you pay unless you have already paid for the Products in full before the change in VAT takes effect.
4. Taxes that appear in your online order confirmation are estimated. Because orders may be fulfilled from multiple locations across the U.S., the actual taxes charged to your credit card will be calculated based on the applicable state and local sales taxes when your order is shipped. We do not collect sales or use taxes in all states. For states imposing sales or use taxes, your purchase may be subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made over the Internet or by other remote means. Many states require purchasers to file a sales/use tax return at the end of the year reporting all of the taxable purchases that were not taxed and to pay tax on those purchases. Details of how to report these taxes may be found at the websites of your respective taxing authorities.
5. We accept payment by debit card, credit card, Apple Pay (iOS only), PayPal, Afterpay and Klarna. We accept the following cards: Visa, VISA Electron, Mastercard, Maestro, American Express.
6. You must pay for the Products (including all applicable delivery charges), and we will charge the card you have chosen to use to pay for your order once you reach the final billing page and submit your order. We immediately contact your bank or card issuer for authorization to take payment from your account. If you pay using any third-party service provider, such payments are subject to the third-party service provider’s terms and conditions. If you pay using Klarna, such payment will subject to additional terms between you and Klarna, available https://www.klarna.com/us/terms-of-use/. See https://www.klarna.com/us/customer-service/csc/about-klarna/ for further information about Klarna. For more information about how Klarna will handle your personal data see their Privacy Policy, available at https://www.klarna.com/us/privacy-notice.
7. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We have the right to reject an order if we discover a pricing error. We will normally check prices before accepting your order and if the price is incorrect, we will try to contact you for your instructions before we accept your order. If we are unable to contact you, your order will be cancelled. If we accept and process your order where there is a pricing error that is obvious and unmistakable and which could reasonably have been recognized by you as a mispricing, we may end the Contract, refund to you any sums you have paid under the Contract and require the return of any Products provided to you.
8. If you wish to apply a discount code or e-gift voucher code to your order, you must enter the relevant code during the online checkout process. Only one discount code and/or a maximum of five e-gift voucher codes, can be used per order and additional terms and conditions may apply in respect of each discount code. We reserve the right to decline to accept any discount or e-gift voucher code that is invalid for your order or that has expired.

Pricing Policy

1. Our percentage off promotions, discounts, or sale markdowns are customarily based on our own opinion of the value of this product, which is not intended to reflect a former price at which this product has sold in the recent past. This amount represents our opinion of the full retail value of this product today based on our own assessment after considering a number of factors. That’s why before checking out, it’s important you acknowledge that you understand this.

1. Please see our Returns Policy here here for more information about returns, refunds, and cancellations.
2. You may also have additional rights to terminate Contract under applicable consumer laws.

1. We may end the Contract at any time by writing to you if:
   1. you do not make any payment to us when it is due;
   2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products; or
   3. you do not, within a reasonable time, allow us to deliver the Products to you, or you are unavailable to receive delivery.
   4. if the Products you have ordered are no longer available.
2. We may also end the Contract in the circumstances set out in Section 8.7.
3. If we end the Contract in any of the situations set out in Section 10.1 or 10.2, we will refund any money you have paid in advance for the Products we have not provided but we may deduct or charge you reasonable compensation for the costs we will incur as a result of your breaking the Contract.

1. We attempt to be as accurate as possible in the description of the products displayed on Our Site. We cannot guarantee that all details are always accurate, complete, or error free. If you believe that a Product description is inaccurate or your Product is damaged, please initiate a refund as set out in our Refund Policy.

1. Please note that we only provide Our Site and Products for domestic and private use. You agree not to use Our Site or any of our Products for any commercial, business or resale purposes. You further agree that you will not export, re-export, or otherwise transfer the Products to countries or territories that are the target of comprehensive embargoes or sanctions or to parties identified on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons List. We do have any liability to you for any loss of profit, loss of business, interruption of business or loss of business opportunity, any indirect or consequential loss or damage, and will not provide VAT invoices for your purchases. If you are not a consumer, you must obtain our prior written consent to purchase Products from Our Site.
2. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT, SHALL KAREN MILLEN.COM LIMITED, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR PRODUCTS, OUR SITE, ANY CONTENT ON OUR SITE, SERVICES, FEATURES, MATERIALS AND FUNCTIONS RELATED TO OUR SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
3. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an event outside our reasonable control, including any event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation):
   1. strikes, lock-outs or other industrial action.
   2. epidemic or pandemic or government actions arising from such epidemic or pandemic.
   3. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
   4. fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster.
   5. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
   6. impossibility of the use of public or private telecommunications networks.
   7. the acts, decrees, legislation, regulations or restrictions of any government.

   (hereinafter referred to as an “Events Outside Our Control“).

   If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract, we will contact you as soon as reasonably possible to notify you and our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

1. All and any Intellectual Property Rights in the Products shall be owned by us or our licensors. All intellectual property rights in the Products are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All such rights are reserved.

1. You can contact us with any questions, comments, complaints, or requests regarding these Terms & Conditions of Sale or our Products, using the details set out in the Contact Us form.

1. Official Karen Millen promotion codes entitle you to an offer on your online order from www.Karen Millen.com. To utilize your promotion code, click the “redeem a promotion code“ button on the order summary page and enter the specific code. Please note, promotion codes can only be used once per transaction and cannot be used in conjunction with any other promotion or offer. Promotion codes are territory specific, remain our property, are not transferable and are not valid for the purchase of gift cards or gift vouchers. There is no cash alternative. Promotion codes and related offers are not open to employees of Karen Millen and we reserve the right to withdraw them and refuse or restrict any order at any time. Promotion codes are only valid on karenmillen.com for payments made by residents of the United States.

1. If we have to contact you, we will do so by in writing or telephone, using the contact details you provided to us in your order, unless you have asked us to contact you by any other means. We may also contact you by reply on any social media platform page that you have used to contact us. When we refer in these Terms and Conditions to “in writing“, this includes e-mail.
2. We may transfer our rights and obligations under the Contract to another organization. We will tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.
3. You may only transfer your rights or your obligations under these Terms and Conditions to another person if we agree in writing.
4. The Contract is between you and us. No other person shall have any rights to enforce any of its terms. We may use subcontractors in performing our obligations under this Contract.
5. Each of the paragraphs of these Terms and Conditions operates separately. If any court or relevant authority of competent jurisdiction decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
6. If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
7. Entire Agreement. These Terms and Conditions, the Terms of Use, the Privacy Policy, the Refund Policy, any documents they incorporate by reference, and any additional terms you agree to in connection with Our Site constitute the sole and entire agreement between you and Karen Millen regarding your purchase of our Products and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the purchase of our Products.

19. Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. EXCEPT AS THE TERMS & CONDITIONS OF SALE OTHERWISE PROVIDE, YOU AGREE TO WAIVE YOUR RIGHTS TO TRY ANY CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

19.1. Agreement to Binding Arbitration

FOR RESIDENTS OF THE UNITED STATES AND CONTRACTS FOR PRODUCTS SHIPPED TO THE UNITED STATES, YOU AND KAREN MILLEN AGREE THAT IN THE EVENT OF ANY CLAIM OR DISPUTE (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR CONNECTED IN ANY WAY WITH THE BREACH, ENFORCEMENT, INTERPRETATION, APPLICATION, OR VALIDITY OF THESE TERMS & CONDITIONS OF SALE, SUCH CLAIM, DISPUTE OR CONTROVERSY WILL BE RESOLVED EXCLUSIVELY AND SOLELY BY FINAL AND BINDING ARBITRATION, EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS & CONDITIONS OF SALE (THE “ARBITRATION AGREEMENT“).

19.2. Exceptions to Arbitration

Notwithstanding the foregoing, in lieu of arbitration: (1) either you or Karen Millen can automatically bring an individual claim in small claims court in the United States of America, consistent with any applicable jurisdictional and monetary limits that may apply, provided that it is brought and maintained as an individual claim. Decisions regarding this Section shall solely be decided by a court and not by an arbitrator or via arbitration.

19.3. Jury Trial & Class Action Waiver

YOU AND KAREN MILLEN ACKNOWLEDGE AND AGREE THAT YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. THE PARTIES FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A CLASS ACTION, MASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS (SAVE AS FOR EXCEPT SPECIFIED IN THE PARAGRAPH ENTITLED BATCH ARBITRATION BELOW. YOU AND KAREN MILLEN MAY NOT BE PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY ON AN INDIVIDUAL BASIS AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE INDIVIDUAL CLAIM. To the extent permissible by law there shall be no right or authority for any dispute to be arbitrated as a representative action or as a private attorney general action, including but not limited to claims brought pursuant to the Private Attorney General Act of 2004, Cal. Lab. Code § 2698, et seq. This means that you may not seek relief on behalf of any other parties in arbitration. Further information on the Class Action Waiver to be found at paragraph 19.12.

YOU AND KAREN MILLEN ACKNOWLEDGE AND AGREE THAT YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. THE PARTIES FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A CLASS ACTION, MASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS (SAVE AS FOR EXCEPT SPECIFIED IN THE PARAGRAPH ENTITLED BATCH ARBITRATION BELOW. YOU AND KAREN MILLEN MAY NOT BE PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY ON AN INDIVIDUAL BASIS AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE INDIVIDUAL CLAIM. To the extent permissible by law there shall be no right or authority for any dispute to be arbitrated as a representative action or as a private attorney general action, including but not limited to claims brought pursuant to the Private Attorney General Act of 2004, Cal. Lab. Code § 2698, et seq. This means that you may not seek relief on behalf of any other parties in arbitration. Further information on the Class Action Waiver to be found at paragraph 19.12.

Notwithstanding the above if any arbitrator determines that any term in paragraph 19.4 is unenforceable for any reason as to any claim, including without limitation for a “private attorney general action,” then the Arbitration Agreement will be inapplicable to that claim and that claim will instead proceed through litigation in court rather than by arbitration, but only after the conclusion of the arbitration of any claim or dispute that is subject to the Arbitration Agreement.

19.4. Governing Law & Arbitration Rules

The Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA“), will govern the interpretation and enforcement of this Section 19. If the FAA is found not to apply to any issue that arises under this section or the enforcement of the Arbitration Agreement, then that issue shall be resolved under the laws of the State of Delaware.

The arbitration will be conducted under the then current and applicable consumer arbitration rules of the American Arbitration Association (“AAA“). The AAA rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879.

19.5. Informal Dispute Resolution

You and Karen Millen agree to try and resolve any dispute informally before resorting to arbitration. You and Karen Millen therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer either via telephone or video call in a good faith effort to resolve informally any dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference but you will also participate in the conference. The Party initiating the dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”) which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Karen Millen that you intend to initiate an Informal Dispute Resolution Conference should be sent via email to [email protected] or regular mail to 49/51 Dale Street, Manchester, M1 2HF. Notice to you will be sent to the address or email address associated with your account. The Notice must include (1) your name, telephone number, mailing address, e-mail address associated with your account, (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualised such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm, or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. Engaging in the Informal Dispute Resolution Conference is a conditions precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the Informal Dispute resolution Conference required by this section.

19.6. Initiating Arbitration

Prior to initiating an arbitration, a party must first send a further written notice to the other party. If you intend to seek arbitration you must first send notice by international mail to Karen Millen.com Limited, c/o Legal Team, 49/51 Dale Street, Manchester, M1 2HF England. The notice shall be individual and not for the claims of any other person, and must include your full name, your entire factual, legal claim, the requested relief and an express authorization to bring the arbitration demand. Karen Millen shall send a Notice to the current billing address on your account by international mail. The Notice shall describe the nature and basis of the claim and the specific relief sought. If the parties cannot reach a settlement within 30 days from the receipt of the Notice, either party may initiate arbitration proceedings.

A form to initiate arbitration proceedings is available on the AAA site at www.adr.org. In addition to filing this form with the AAA, the party initiating the arbitration must post a copy of the completed form to the opposing party. You may send such copy to Karen Millen at Karen Millen.com Limited, c/o Legal Team, 49/51 Dale Street, Manchester, M1 2HF England, and Karen Millen will send such copy to the current billing address or email address on your account or to your counsel, if you so instruct.

19.7. Fees

You will pay the individual portion of the arbitration filing fee specified in the rules of the AAA. Karen Millen will pay the business portion of the required filing fees, and all administration and arbitrator fees (collectively, your and Karen Millen ’s fees, “Arbitration Fees“).

19.8. Location & Procedure

If your claim is for $10,000 (US Dollars) or less, you may choose to have arbitration conducted solely on the basis of documents submitted to the arbitrator, via a telephone hearing, by an in-person hearing in the county of your residence, or as otherwise mutually agreed to by the parties. If your claim exceeds $10,000 (US Dollars), the location of the arbitration and the parties’ right to a hearing will be determined in accordance with the rules of the AAA.

19.9. Arbitrator’s Decision

The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Karen Millen shall have the right to seek attorneys’ fees and costs in arbitration for claims deemed frivolous by the arbitrator. If Karen Millen makes an offer of judgment not less than 10 days prior to the arbitration, if an arbitrator’s monetary award against Karen Millen does not match or exceed Karen Millen ’s offer, you agree to pay Karen Millen ’s legal fees and expenses for the arbitration.

19.10. Choice of Law, Forum Selection, & Jury Waiver

Except as set forth in this Section 19, all matters relating to all matters arising out of or related to these Terms & Conditions of Sale, will be governed by the applicable laws of the United States of America and the laws of the State of Delaware without regard to Delaware choice of law principles. Unless you and Karen Millen agree otherwise, in the event that it is determined or these Terms & Conditions of Sale provide that a claim should not proceed through arbitration, you agree that any claim or dispute (with the exception of a claim or dispute appropriately lodged in any small claims court in the United States of America) shall be resolved in the United States District Court for the District of Delaware, and you submit to the personal jurisdiction of that court. If subject matter jurisdiction (including diversity jurisdiction) does not exist in the United States District Court for the District of Delaware for any such claim, then the exclusive forum and venue for any such action shall be the courts of the State of Delaware located in New Castle County, and you submit to the personal jurisdiction of that court. As to any proceeding in court, you and Karen Millen both waive your right to a jury trial, unless such waiver is unenforceable. The choice-of-law and forum-selection provisions in this section do not apply to the Arbitration Agreement or to any arbitrable disputes as provided by the Arbitration Agreement section. Instead, as provided in the Arbitration Agreement section, the FAA shall apply to any such disputes.

19.11. The choice-of-law and forum-selection provisions in this section do not apply to the Arbitration Agreement or to any arbitrable disputes as provided by the Arbitration Agreement section. Instead, as provided in the Arbitration Agreement section, the FAA shall apply to any such disputes.

19.12. Class Action Waiver

You acknowledge and agree that any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. You expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration (“Class Action Waiver”). The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in this agreement, this Class Action Waiver does not prevent you or Karen Millen from participating in a classwide, collective, and/or representative settlement of claims as set out in Section 19.14.

The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Karen Millen in a single proceeding, except that this Class Action Waiver shall not prevent you or Karen Millen from participating in a classwide, collective, and/or representative settlement of claims as set out in 19.14. If it is determined that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Karen Millen.

19.13. Batching:

If 100 of more customers initiate Notices of dispute (including Informal Dispute Resolution) with Karen Millen raising similar claims within a 30 day period and counsel for the Karen Millen customers bringing the claims are the same, or coordinated with these customers, the claims shall proceed in arbitration in a coordinated proceeding. Counsel for You and counsel for Karen Millen shall each select 5 cases to proceed first in arbitration in a bellwether proceeding (“Bellwether Proceeding”). The remaining cases shall not be filed in arbitration until the first 10 have been resolved. If the parties are unable to resolve the remaining cases after the conclusion of the Bellwether Proceeding, each side may select another 5 cases to proceed to arbitration for a second Bellwether Proceeding. This process may continue until the parties are able to resolve all of the claims either through settlement or arbitration. A court will have authority to enforce this clause and if necessary to enjoin the mass filing of arbitration demands against Karen Millen.

An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself.

If for some reason the prohibition on class arbitrations as set out above cannot be enforced as to all or part of the dispute then the agreement to arbitrate will not apply to that dispute or part of the dispute.

If for any reason a claim proceeds in court rather than through arbitration, such as pursuant to Section 19.3. You and Karen Millen agree that there will not be a jury trial. You and Karen Millen unconditionally waive any right to trial by jury in any action, proceeding or counter claim arising out of or relating to this Arbitration Agreement in any way. In the event of litigation, this Section may be filed to show a written consent to a trial by the court.

19.14 30 day right to opt out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to us at [email protected] within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your account (if you have one) and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration agreement has no effect on any other arbitration agreements that you currently have or may enter into in the future with us. If the dispute is not covered by any arbitration agreement between You and Us it shall proceed in the Courts indicated in Section 19.11.