Retail Partner Terms & Conditions

2.1 This Agreement is entered into between Etalery Global UK Ltd, a company registered in England and Wales, whose registered office is in the United Kingdom ('Etalery'), and the Retail Partner identified in the KYC registration application submitted through the Etalery Connect onboarding portal.

2.2 The Retail Partner warrants that the individual completing registration and accepting this Agreement has full authority to bind the Retail Partner entity to these terms, whether as owner, director, partner, or duly authorised representative.

2.3 This Agreement supersedes all prior oral or written representations, negotiations, or understandings between the parties relating to the subject matter hereof.

3.1 Subject to the Retail Partner’s compliance with this Agreement and payment of applicable Licence Fees, Etalery grants the Retail Partner a non-exclusive, non-transferable, revocable licence to access and use the Etalery Connect Platform solely for the purposes described in this Agreement within the confirmed Territory.

3.2 This licence permits the Retail Partner to: (a) browse and display inventory available on the Platform to End Customers in-store or via the Retail Partner’s own customer-facing channels using the White-Label Configuration; (b) configure Markup settings for applicable inventory categories; (c) submit Orders through the Platform; and (d) access order tracking and communication features provided within the Platform.

3.3 This licence does not permit the Retail Partner to: (a) sub-licence, resell, or grant access to the Platform to any third party; (b) use the Platform to build, train, or develop competing software systems; (c) reverse-engineer, decompile, or attempt to extract the Platform’s source code, database structure, or pricing architecture; (d) share login credentials with persons outside the Retail Partner’s directly employed staff; (e) use the Platform outside the confirmed Territory without Etalery’s prior written consent.

3.4 The licence granted hereunder is personal to the Retail Partner and may not be assigned, transferred, or novated without Etalery’s prior written consent, which may be withheld at Etalery’s sole discretion.

4.1 Upon successful KYC approval, Etalery’s technical team will configure the Platform with the Retail Partner’s White-Label branding, including logo, brand colours, store name, and custom domain or subdomain, as provided by the Retail Partner during onboarding.

4.2 The Retail Partner grants Etalery a limited, royalty-free licence to use the Retail Partner’s logo, trading name, and branding materials solely for the purpose of configuring and delivering the White-Label Configuration under this Agreement.

4.3 The Retail Partner represents and warrants that all branding materials submitted are owned by or properly licensed to the Retail Partner, are not infringing of any third-party Intellectual Property Rights, and do not contain any content that is misleading, offensive, or unlawful.

4.4 Etalery’s name, logo, trademarks, and any reference to Etalery Global UK Ltd or the Etalery platform will not be visible to End Customers when the White-Label Configuration is active. The Retail Partner acknowledges that this confidentiality obligation runs both ways — the Retail Partner shall not proactively disclose to End Customers that the Platform is operated by Etalery.

4.5 Etalery reserves the right to include a discreet attribution line (e.g. 'Powered by Etalery') within the Platform interface at its discretion, which the Retail Partner may request to disable subject to Etalery’s approval and any applicable additional terms.

4.6 Any change to the Retail Partner’s branding after initial setup (logo change, domain change, colour update) must be requested in writing to Etalery’s technical team and may be subject to an administrative configuration fee and processing time of up to 10 business days.

5.1 The Retail Partner is responsible for providing accurate domain and technical contact details during registration. Etalery will initiate domain setup instructions within 5 business days of KYC approval.

5.2 The Retail Partner’s designated technical contact (as named in the KYC form) must action DNS configuration instructions provided by Etalery within 10 business days of receipt. Failure to do so may delay the Setup Period and Etalery shall bear no liability for such delay.

5.3 The Retail Partner is responsible for maintaining active ownership and control of the domain or subdomain used for the White-Label Configuration. Etalery shall not be liable for any disruption to Platform access arising from the Retail Partner’s failure to maintain domain registration, hosting, or DNS settings.

5.4 The Retail Partner must ensure their technical contact or web agency is available and responsive during the Setup Period. Etalery’s standard Setup Period is 10–21 business days from the date DNS configuration is confirmed correct. Complex integrations may take longer, and Etalery will notify the Retail Partner in such cases.

5.5 SSL certificates for the Retail Partner’s domain will be provisioned by Etalery as part of the setup. The Retail Partner must not install conflicting SSL configurations that could disrupt this provision.

5.6 Etalery makes no guarantee regarding the compatibility of the Platform with third-party website builders, CMS systems, or agency-managed hosting environments. Where a third-party agency manages the Retail Partner’s domain, Etalery’s obligation extends only to providing accurate DNS instructions; coordination with the agency is the Retail Partner’s sole responsibility.

5.7 Any downtime or service disruption attributable to the Retail Partner’s domain, hosting provider, DNS configuration, or third-party agency shall not constitute a breach by Etalery, and no Licence Fee credit or refund shall be due in respect of such downtime.

6.1 The Platform operates on a Trade Price model. Trade Prices are set by Etalery and its supplier network and are Etalery’s Confidential Information. Trade Prices are not disclosed to Retail Partners or their End Customers at any point during the customer-facing experience.

6.2 The Retail Partner may configure Markup percentages on applicable inventory categories through the Pricing & Markup Settings section of their dashboard. Markups may be set, adjusted, or removed by the Retail Partner at any time. Changes take effect immediately upon saving.

6.3 The Retail Partner acknowledges that certain inventory categories (including but not limited to Made-to-Order collections and enquiry-only product lines) do not carry fixed Trade Prices and therefore Markup configuration is not applicable to those categories. Etalery will clearly indicate within the Platform which categories are not subject to Markup configuration.

6.4 Retail Prices displayed to End Customers are the sole responsibility of the Retail Partner. Etalery does not regulate, cap, or approve Markup levels set by the Retail Partner, provided such pricing does not breach applicable consumer protection laws or regulatory obligations.

6.5 The Retail Partner agrees not to, by any means, attempt to identify, extract, reverse-calculate, or disclose Etalery’s Trade Prices to any End Customer, competitor, or third party. Breach of this clause shall constitute grounds for immediate termination of this Agreement and may result in legal action.

6.6 Etalery reserves the right to adjust Trade Prices at any time in response to market conditions, supplier pricing, currency fluctuations, or operational requirements. Retail Prices will update automatically in line with Trade Price changes based on the Retail Partner’s configured Markup percentage. Etalery will endeavour to provide reasonable advance notice of significant price changes where practicable.

6.7 The Retail Partner accepts full responsibility for ensuring their Retail Prices comply with all applicable pricing regulations, consumer protection legislation, and trading standards in the jurisdictions in which they operate.

7.1 When a Retail Partner submits an Order through the Platform, that Order is received directly by Etalery’s order management system and processed by Etalery’s operations team as a Retail Partner Order, distinct from standard B2B orders.

7.2 Etalery is responsible for end-to-end fulfilment of Orders placed through the Platform, including: (a) procurement from verified manufacturer and supplier network; (b) quality inspection and verification of the item against the Order specification; (c) export compliance and documentation including relevant certifications (Kimberley Process where applicable, country of origin, grading certificates); (d) international shipping and logistics coordination; and (e) delivery to the Retail Partner’s confirmed business address.

7.3 All Orders are placed by the Retail Partner as principal. End Customers of the Retail Partner are not party to any agreement with Etalery. The Retail Partner assumes full commercial and contractual responsibility for the sale to their End Customer, including any representations made about the product, pricing, availability, delivery timeline, or quality.

7.4 Order confirmation by Etalery constitutes acceptance of the Order and initiation of procurement. Etalery will acknowledge Orders within 2 business days. Indicative fulfilment timelines are as follows, subject to Clause 7.5:

• Loose natural diamonds and Certified Natural stones: 3–10 business days from Order confirmation
• Lab grown diamonds: 3–10 business days from Order confirmation
• Ready-to-ship jewellery: 5–12 business days from Order confirmation
• Made-to-Order (Signature Collection MTO Studio): 15–45 business days from Order confirmation, subject to design complexity and stone availability
• Elite Diamond Timepieces (enquiry-initiated): Timeline communicated individually following enquiry assessment
• International delivery to Retail Partner (outside India): Additional 3–7 business days for export, customs clearance, and courier transit

7.5 All timelines stated in Clause 7.4 are indicative only. Etalery shall not be liable for delays arising from: (a) supplier or manufacturer capacity constraints; (b) export or import customs delays; (c) courier or logistics carrier disruption; (d) Force Majeure Events; (e) bank or payment clearance delays; or (f) the Retail Partner’s failure to provide timely order confirmation, delivery details, or required documentation.

7.6 Etalery reserves the right to decline or cancel any Order at its discretion, including where: (a) the specified product is no longer available; (b) the Order cannot be fulfilled within a reasonable timeframe; or (c) the Order raises compliance, sanctions, or KYC concerns. In such cases, Etalery will notify the Retail Partner promptly and no charge shall apply.

7.7 Risk in ordered goods passes to the Retail Partner upon handover to the designated courier or logistics carrier at the point of dispatch from Etalery’s or the supplier’s premises. Title in goods passes to the Retail Partner upon receipt of full cleared payment.

7.8 The Retail Partner is responsible for all import duties, taxes, customs clearance costs, and regulatory compliance obligations in their country of receipt. Etalery will provide all standard export documentation but does not act as importer of record in the Retail Partner’s jurisdiction.

8.1 The Retail Partner is authorised to present inventory available on the Platform to End Customers in a retail context, including in-store demonstrations, showroom presentations, and direct sales consultations, using the White-Label Configuration on the Platform.

8.2 The Retail Partner must not: (a) misrepresent the origin, specification, certification, or quality of any product beyond what is accurately reflected in the Platform listing; (b) guarantee delivery timelines to End Customers that are shorter than those stated in Clause 7.4; (c) accept payment from an End Customer for a specific product before placing the corresponding Order with Etalery and confirming availability; (d) display or share any screen, page, or document that reveals Etalery’s name, Trade Prices, supplier identities, or platform infrastructure to an End Customer.

8.3 The Retail Partner is solely responsible for compliance with all consumer protection laws, distance selling regulations, advertising standards, and trading standards applicable to their sales activities and jurisdiction.

8.4 In the event of a complaint, dispute, or claim raised by an End Customer relating to a product sourced through the Platform, the Retail Partner shall handle such matter directly with the End Customer. Etalery’s role is limited to providing factual product and order information to the Retail Partner to assist resolution. Etalery is not liable to End Customers.

8.5 The Retail Partner shall not make any public statement, press release, social media post, or marketing communication that references Etalery, Etalery Connect, or Etalery’s supply network without Etalery’s prior written consent.

8.6 The Retail Partner shall ensure that all staff who access or demonstrate the Platform are made aware of the confidentiality and usage restrictions set out in this Agreement and have been instructed accordingly. The Retail Partner is liable for the acts and omissions of their staff in relation to Platform use.

9.1 The Retail Partner shall pay the Licence Fee applicable to their agreed access tier, as communicated in writing by Etalery at the time of onboarding or as subsequently updated with 30 days' written notice.

9.2 Licence Fees are payable in advance, on a monthly or annual basis as agreed, by bank transfer or such other payment method as Etalery notifies. Invoices are issued by Etalery Global UK Ltd and are due within 14 days of the invoice date.

9.3 In addition to the Licence Fee, the Retail Partner shall pay for each Order placed at the Trade Price applicable at the time of Order confirmation, plus any applicable shipping, insurance, export documentation, and customs costs as notified by Etalery. Payment for Orders is due within 3 business days of Order confirmation or prior to dispatch, whichever is earlier, unless a credit facility has been agreed in writing.

9.4 All sums payable under this Agreement are exclusive of VAT, GST, or any other applicable tax, which shall be charged in addition at the prevailing rate where applicable.

9.5 Etalery reserves the right to charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, whether before or after judgment.

9.6 Etalery reserves the right to suspend Platform access, without liability, in the event any Licence Fee or Order payment remains overdue for more than 7 days, without prejudice to any other remedies available.

9.7 All fees paid are non-refundable except as expressly provided in Clause 11 (Returns & Cancellations) or where required by applicable law.

10.1 Once an Order has been confirmed and acknowledged by Etalery, cancellation or amendment requests are subject to the stage of procurement at the time the request is received.

10.2 Cancellation timelines and conditions are as follows:

• Cancellations requested within 24 hours of Order confirmation, where procurement has not commenced: Accepted with no charge.
• Cancellations requested after 24 hours but before dispatch, where the item has been procured: Subject to a cancellation fee of up to 25% of the Order value, depending on the supplier’s restocking or cancellation terms applicable at the time.
• Cancellations requested after dispatch: Not accepted. The Retail Partner must receive the goods and follow the returns procedure in Clause 11.
• Made-to-Order (MTO) items: Cancellations are not accepted once production has commenced. Cancellations prior to production commencement are accepted subject to a 15% administrative fee.
• Elite Diamond Timepieces (enquiry-initiated orders): Cancellation terms will be communicated individually at the time of Order confirmation, as these are bespoke procurement items.

10.3 Amendment requests (change of specification, size, or stone) must be submitted in writing to Etalery’s operations team. Etalery will confirm whether the amendment can be accommodated and any associated cost or timeline impact within 2 business days.

11.1 Etalery undertakes to supply products that materially conform to the specifications and certifications stated in the Platform listing at the time of Order. All diamonds and gemstones dispatched are subject to inspection by Etalery prior to dispatch.

11.2 The Retail Partner must inspect all goods promptly upon delivery. Any claim for visible damage, incorrect item, or non-conformity with Order specifications must be raised in writing to Etalery within 5 business days of delivery, with supporting photographic evidence.

11.3 Claims raised outside the 5-business-day window will not be accepted unless the defect is latent and could not reasonably have been identified on reasonable inspection, in which case the claim must be raised within 30 calendar days of delivery.

11.4 Accepted return claims will result in, at Etalery’s election: (a) replacement of the item with one of equivalent specification, subject to availability; (b) a credit note applied to the Retail Partner’s account; or (c) a refund of the Order value paid, excluding original shipping costs, processed within 14 business days of Etalery’s acceptance of the claim.

11.5 Returns are not accepted for: (a) items that have been altered, resized, engraved, or otherwise modified after delivery; (b) items damaged by the Retail Partner or End Customer after delivery; (c) items returned without Etalery’s prior written authorisation and a valid Return Merchandise Authorisation (RMA) reference.

11.6 The Retail Partner is responsible for the cost of returning goods to Etalery unless the return arises from Etalery’s error or a confirmed defect. Return shipments must use a tracked, insured courier service approved by Etalery.

11.7 Etalery’s liability for any Order is limited to the Order value paid by the Retail Partner for that specific Order. Etalery shall not be liable for any consequential, indirect, or special loss suffered by the Retail Partner or their End Customers, including loss of profit, loss of sale, or reputational damage.

11.8 Nothing in this Clause limits Etalery’s liability for fraud, death, or personal injury caused by Etalery’s negligence.

12.1 All Intellectual Property Rights in the Platform, including its software architecture, database, inventory listings, search algorithms, pricing engine, user interface design, and all content created by Etalery, are and shall remain the exclusive property of Etalery Global UK Ltd.

12.2 The Retail Partner acquires no ownership rights in any element of the Platform by virtue of this Agreement. Access to the Platform is a licence only, as described in Clause 3.

12.3 The Retail Partner shall not: (a) copy, reproduce, or create derivative works from any element of the Platform; (b) use Etalery trade marks, trading name, or branding in any external communication without Etalery prior written consent; (c) register any domain name, trade mark, or company name that incorporates or is confusingly similar to 'Etalery' or 'Etalery Connect'.

12.4 The Retail Partner’s own branding, logos, and trading name remain the Retail Partner’s property. Etalery’s limited licence to use such materials (as described in Clause 4.2) terminates automatically upon expiry or termination of this Agreement.

13.1 Each party agrees to keep the other party’s Confidential Information strictly confidential and not to disclose it to any third party without the other party’s prior written consent, except as required by law or court order.

13.2 The Retail Partner specifically acknowledges that the following constitute Etalery’s Confidential Information and must not under any circumstances be disclosed: (a) Trade Prices; (b) supplier and manufacturer identities; (c) Platform architecture and technical specifications; (d) Etalery’s client and partner lists; (e) the commercial terms of this Agreement.

13.3 Confidentiality obligations under this Clause survive termination of this Agreement for a period of five (5) years.

14.1 Each party shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and equivalent legislation applicable in the Retail Partner’s jurisdiction.

14.2 Etalery processes personal data provided during registration and order management in accordance with its Privacy Policy, available at www.etalery.com/privacy. The Retail Partner agrees to the processing of such data for the purposes of delivering Platform access and order fulfilment.

14.3 The Retail Partner is an independent data controller in respect of any personal data of their End Customers. The Retail Partner must not upload or input End Customer personal data into the Platform without a valid lawful basis and appropriate transparency to those End Customers.

14.4 In the event of a data breach affecting Platform data, Etalery will notify the Retail Partner within 72 hours of becoming aware, where the breach is likely to affect the Retail Partner’s data.

15.1 Etalery will use commercially reasonable endeavours to ensure the Platform is available 24 hours a day, 7 days a week, with a target uptime of 99% measured monthly, excluding scheduled maintenance windows and Force Majeure Events.

15.2 Etalery will notify Retail Partners of scheduled maintenance at least 48 hours in advance where practicable. Scheduled maintenance will be conducted during off-peak hours where possible.

15.3 Etalery provides technical support to Retail Partners via email at support@etalery.com. Standard response times are within 2 business days for general queries and within 1 business day for urgent platform access issues.

15.4 Etalery reserves the right to update, modify, or improve the Platform at any time. Material changes that affect Retail Partner functionality will be communicated with reasonable advance notice. Minor updates, security patches, and improvements may be deployed without prior notice.

15.5 Etalery may temporarily suspend access to the Platform for emergency maintenance, security remediation, or legal compliance reasons without prior notice. Etalery will restore access as promptly as practicable and will notify affected Retail Partners at the earliest opportunity.

16.1 Etalery represents and warrants that: (a) it has full authority to enter into this Agreement and grant the licence described herein; (b) the Platform does not, to Etalery’s knowledge, infringe any third party’s Intellectual Property Rights; (c) it will conduct its procurement, inspection, export, and logistics activities with reasonable skill and care.

16.2 The Retail Partner represents and warrants that: (a) it is a validly constituted business entity with authority to enter into this Agreement; (b) all information provided during KYC registration is accurate, complete, and not misleading; (c) it holds all licences, registrations, and regulatory approvals required to operate as a retail jeweller in its jurisdiction; (d) it will use the Platform in compliance with all applicable laws; (e) it will not use the Platform in connection with any activity involving money laundering, sanctions evasion, fraud, or illicit trade.

17.1 Etalery’s total aggregate liability to the Retail Partner under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Licence Fees paid by the Retail Partner in the 12 months immediately preceding the event giving rise to the claim.

17.2 Etalery shall not be liable for any: (a) loss of profit, revenue, or business opportunity; (b) loss of anticipated savings; (c) loss of goodwill or reputation; (d) indirect, consequential, or special loss; whether or not such loss was foreseeable or Etalery had been advised of the possibility of such loss.

17.3 The Retail Partner shall indemnify and hold Etalery harmless against any claims, losses, damages, costs, or expenses (including reasonable legal fees) arising from: (a) the Retail Partner’s breach of this Agreement; (b) misrepresentations made to End Customers; (c) the Retail Partner’s failure to comply with applicable law; (d) unauthorised use of the Platform by the Retail Partner or their staff; (e) disputes between the Retail Partner and their End Customers.

18.1 This Agreement commences on the date the Retail Partner’s account is activated by Etalery and continues for an initial term as specified in the onboarding communication (typically 12 months), thereafter renewing automatically for successive 12-month periods unless terminated in accordance with this Clause.

18.2 Either party may terminate this Agreement at the end of the initial term or any renewal term by providing not less than 60 days' written notice prior to the renewal date.

18.3 Etalery may terminate this Agreement with immediate effect by written notice if the Retail Partner: (a) materially breaches any term of this Agreement and fails to remedy such breach within 14 days of written notice requiring remedy; (b) becomes insolvent, enters administration, or ceases trading; (c) is found to have provided false or misleading information during KYC; (d) breaches the Trade Price confidentiality obligations in Clause 6.5; (e) engages in any illegal, fraudulent, or sanctioned activity; (f) fails to pay any sum due under this Agreement within 14 days of the due date.

18.4 The Retail Partner may terminate this Agreement with immediate effect if Etalery materially breaches its obligations and fails to remedy such breach within 30 days of written notice.

18.5 Upon termination or expiry: (a) the Retail Partner’s access to the Platform will be deactivated; (b) the White-Label Configuration will be decommissioned; (c) all outstanding Order payments become immediately due; (d) the Retail Partner must promptly redirect or remove any DNS configurations pointing to Etalery’s servers; (e) confidentiality obligations survive as per Clause 13.3.

18.6 Etalery will fulfil all Orders confirmed prior to termination unless the termination arises under Clause 18.3, in which case Etalery may elect to cancel pending Orders and refund payments received, less any cancellation costs.

19.1 The Retail Partner acknowledges that the diamond and jewellery trade is subject to enhanced due diligence requirements under applicable anti-money laundering legislation, including (where applicable) the UK Money Laundering Regulations 2017 and equivalent international frameworks.

19.2 The Retail Partner warrants that it is not, and its principals and beneficial owners are not, subject to any applicable sanctions, embargoes, or financial crime restrictions imposed by the UK, EU, UN, or USA.

19.3 The Retail Partner must not use the Platform to facilitate transactions for, or on behalf of, sanctioned individuals or entities, or in relation to the proceeds of crime.

19.4 Etalery reserves the right to conduct periodic due diligence reviews of active Retail Partners and may request updated KYC documentation at any time. Failure to provide such documentation within 10 business days may result in account suspension.

20.1 Neither party shall be in breach of this Agreement or liable for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure Event, provided that the affected party: (a) promptly notifies the other party in writing upon becoming aware of the Force Majeure Event; (b) takes all reasonable steps to mitigate the impact and resume performance as soon as practicable.

20.2 If a Force Majeure Event prevents performance for more than 60 consecutive calendar days, either party may terminate the Agreement by giving 14 days' written notice, without liability to the other party (save for payment of sums already due).

21.1 Etalery reserves the right to amend these terms at any time. Material amendments will be communicated to Retail Partners by email to the registered business email address at least 30 days prior to the changes taking effect.

21.2 Continued use of the Platform after the effective date of amendments constitutes acceptance of the revised terms. If the Retail Partner does not accept the amendments, they may terminate the Agreement by written notice within the 30-day notice period, in which case no early termination fee shall apply.

22.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

22.2 The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, save that Etalery may seek injunctive or other urgent relief in any competent jurisdiction.

22.3 Prior to commencing formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of not less than 30 days from written notification of the dispute.

22.4 For Retail Partners located within the European Union, any mandatory consumer or commercial protections afforded by the laws of the Retail Partner’s EU member state shall not be excluded by this Clause to the extent they cannot lawfully be so excluded.

23.1 Entire Agreement. This Agreement, together with all schedules and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, agreements, and understandings.

23.2 Severability. If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

23.3 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. A waiver in one instance shall not constitute a continuing waiver.

23.4 Notices. All formal notices under this Agreement must be in writing and delivered by email to the registered contact addresses or by post to the registered business addresses of the parties. Notices by email are deemed received on the next business day following sending.

23.5 No Partnership or Agency. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between Etalery and the Retail Partner.

23.6 Third Party Rights. This Agreement does not confer any rights on third parties (including End Customers) under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

23.7 Counterparts. This Agreement may be executed or accepted electronically. Digital acceptance through the Platform onboarding process constitutes a valid and binding execution.