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Terms and Conditions

Terms and Conditions

 

Last Updated: December 18, 2025

 

These terms and conditions (“Terms”) apply to the varley.com website and to any other website or application that references or links to these Terms (collectively, the “Site”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE.THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN IN THE PARAGRAPH TITLED “LEGAL DISPUTES; BINDING ARBITRATION” BELOW, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US OR OUR AFFILIATES ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS YOU CANNOT BRING CLAIMS AGAINST US OR OUR AFFILIATES IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

Your access to and use of this Site constitutes your agreement with us to be bound by, and to act in accordance with, these Terms.

You may terminate your use of this Site at any time. We may suspend, discontinue or terminate your access to or use of this Site at any time immediately and without prior notice or obligation to you (i) if you violate any of the terms contained in these Terms as determined by us in our sole discretion, or (ii) for any other reason in our sole discretion. We may notify you of any such suspension, discontinuance or termination by posting a notice on this Site, on any webpage opened when using this Site, by email to an email address you provided to us upon enrollment or thereafter, or otherwise. Upon your receipt of such notice, you will immediately discontinue use of this Site during the period of suspension (for a suspension) or permanently (for a discontinuance or termination). You agree that Varley shall not be liable to you for any suspension, discontinuance, termination, change or modification of your use of or access to this Site.

If you do not agree to be bound by ALL of these Terms, or if these Terms are not enforceable where you are located, you may not use the Site. We would not provide the Site without the conditions herein. If you later seek to repudiate these Terms or any aspect thereof, you agree that such action would constitute a breach of these Terms, prohibiting you from enforcing any aspect of the Terms and entitling us to damages resulting from your breach. AS SUCH, IF YOU DO NOT AGREE TO ANY ASPECT OF THE TERMS, PLEASE DO NOT USE THE SITE.

If you are an individual using the Site on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. In that case, references to “you” and “your” in these Terms will refer to both the individual using the Site and to any such Organization.

This Site is owned by Varley Clothing Inc, its parent Varley International Holdings Limited, Varley Clothing Limited and Varley Clothing BV as well as any other affiliates, subsidiaries or parent companies of any of them, from time to time in place (“Varley”/”We”/”Our”)

 

Privacy

Please review our Website Privacy Notice, which describes how we collect, store, and use information about our users. By using or accessing the Site, you acknowledge that you have read and understand our Website Privacy Notice.

 

Cookies

Please review our Cookies Policy, which sets out how we use cookies and what you can do reject or delete them.

 

Accessibility

Please review our Accessibility Statement for details on our commitment to making our website as accessible as possible to all users.

 

Changes

We may change or revise these Terms from time to time by updating this posting, so please visit this area each time you visit the Site to keep up to date with the current terms regarding your use of the Site. To the fullest extent permitted under all applicable laws, rules, regulations and requirements from time to time in force (collectively, "Applicable Laws"), your use of the Site reaffirms your continuing agreement to the then-current Terms.

 

User Accounts

To register an account (an “Account”), you must be at least 18. If you register an Account on the Site, you agree that your Account is subject to additional terms from Shopify and Shop, the Account providers.In addition, you:

  1. must not allow any third party to access the Site or your Account using the email address (“Log-in ID”) and password you provided during the registration process;
  2. are prohibited from using anyone else’s Log-in ID and password to access the Site or your Account;
  3. are responsible for any use of your Account by any third party who accesses the Site or your Account using your Log-in ID and/or password, including any and all purchases made under your Account (whether authorized by you or not);
  4. will notify us immediately if you suspect any unauthorized use of your Account or of your Log-in ID and/or password; and
  5. are responsible for ensuring that any information that you provide to us as part of the account registration process is truthful, accurate, complete, and is kept up to date at all times, and you will notify us immediately of any changes to this information.

 

  1. Payment Methods

 

We accept Visa, Mastercard and American Express cards. You can also choose to pay with Shop Pay, Google Pay and on mobile only devices by Apple Pay. You can also choose to pay with PayPal. When selecting any of these options at checkout, you will be directed to the relevant site (e.g. PayPal) to 'Log In' and review the amount shown before clicking 'Pay Now'. Once this transaction is complete, you will then return to the Site.

We also offer Klarna. In cooperation with Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden, we offer you the following payment options. Payment is to be made to Klarna:

  1. Pay Later
  2. Pay Later in 3

Further information and Klarna’s user terms can be found here. General information on Klarna can be found here. Your personal data is handled in accordance with applicable data protection law and in accordance with the information in Klarna's privacy statement.

Credit products (e.g., “Pay in 3/Pay later”) are provided by Klarna Bank AB (publ) and are subject to eligibility, any local regulatory requirements, and Klarna’s terms and privacy notice presented at checkout. Varley is not the lender.

We use independent third‑party payment service providers to process payments (including card payments and “buy now, pay later” options). Those providers are responsible for the processing and security of your payment information and implement PCI‑DSS security controls.We do not store your full payment card number or CVV on our systems.

If you opt in to store payment details for faster checkout, our payment provider will create a secure token. You can withdraw this option at any time via your account settings or by contacting us.

Your browser or device may offer to save your card or address details (autofill). Those features are controlled by your browser/device provider or any third‑party password manager you use. Please manage your settings and keep your devices, browsers, and account credentials secure and up to date. We are not responsible for losses caused by malware or unauthorised access to your device or email account, unless this results from our failure to use reasonable care and skill or where liability cannot be limited under applicable law.

Payments are processed by independent third‑party providers. To the extent permitted by law, we are not responsible for their acts or omissions. This does not affect any liability we have to you, where caused by our failure to use reasonable care and skill, our negligence, or where liability cannot be excluded under mandatory consumer protection law.

We may use fraud‑prevention tools and may decline transactions we cannot verify. Your right to a chargeback with your card issuer and your statutory consumer rights remain unaffected.

 

E Gift Cards

E-gift cards are non-refundable and cannot be applied to pre-existing orders. E‑gift cards are redeemable on the US site, non‑refundable except as required by law, carry no fees, and expire 12 months from purchase unless prohibited by local law. E‑gift cards cannot be used to purchase other gift cards and cannot be cancelled once delivered.

 

Order Acceptance

Neither submitting an electronic order nor completing the checkout process constitutes our acceptance of your order. Where we do accept your offer to purchase goods (which is when we start the process to ship your order), we still reserve the right to cancel your order at any time in the event that there has been an honest and genuine mistake relating to your order. We will always fully refund your order including any delivery fees, where we cancel it.

 

About Prices

With respect to items advertised on the Site, we cannot confirm the price of an item until you place your order. Some items on the Site may be mispriced, despite efforts for accuracy. If the correct price of an item is higher than the price displayed, we, as our discretion, may either contact you for instructions before shipping, or cancel your order (without charge to you) and notify you of such cancellation. If an item’s correct price is lower than the displayed price, we may refund you the difference to reflect the lower amount and ship you the item.

 

Product Descriptions

We attempt to be as accurate as possible.We do not warrant that product descriptions, product images, prices, availability, specifications, or other content of any Site or product listing is accurate, complete, reliable, current, or error-free.Certain descriptions are approximate and are provided for convenience only.

We attempt to display as accurately as possible the colors of products that appear on the Site. However, as the actual colors you see will depend on your monitor and any preferences selected under the Accessibility tab provided by Accessibly on our Site, we cannot guarantee that your monitor’s display of any color will be accurate.

 

User Transactions

You may be asked to supply certain information relevant to a transaction including, without limitation, information about your method of payment (such as your payment card number and expiration date), your billing address, telephone number and your shipping information.It is your responsibility to ensure all required information is entered correctly. Once orders are placed, they are sent straight to processing. You can reach out to our customer services team if you need to make any changes (via the live chat function and/or email), and we will do our best to accommodate your request, however we are unable to guarantee that your order will be intercepted in time. Varley accepts no responsibility for any orders sent to the wrong address as the result of you entering it incorrectly.

Any payment information entered on the Site information is sent to our third-party payment processor and not to us.By placing an order on the Site, you hereby authorize and agree that your payment information will be sent to the payment processor and not to us and may be subject to additional terms of the payment processor.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION CONDUCTED ON THE SITE, WHETHER PAYING IN YOUR INDIVIDUAL CAPACITY OR ON BEHALF OF A LEGAL ENTITY.

 

Risk of Loss

All purchases of items on the Site are made pursuant to a shipment contract.This means that the risk of loss and title for such items pass to you upon delivery to the carrier or shipper of such items. We are not responsible for lost or stolen packages.

If you opt to use our standard delivery partner, Varley accepts no responsibility for any products that are stolen once delivered to the confirmed address. Any compensation and/or replacement offered is at Varley’s sole discretion. In the first instance, you should contact the carrier directly to investigate and/or contact law enforcement if necessary.

If you opt for an alternative carrier, once the products are handed over to the carrier, Varley does not accept any responsibility for products that are reported by you as missing and/or stolen. You should contact the chosen carrier directly to investigate the issue.

 

Delivery, Exchanges and Returns

These terms only apply to products ordered on the Site. Purchases made in Varley retail stores are subject to the store Terms & Conditions available in-store and/or printed or linked on your receipt.

 

Items purchased in one of Varley’s retail stores can only be returned or exchanged (subject to availability) to a Varley retail store in the same country as the original purchase.It is not possible return or exchange an item purchased on the Site, in a Varley retail store.

If you purchase one of our products from another retailer, then please contact that retailer or visit that store for shipping information, cancellation requests, return requests, and to raise concerns about damaged or defective products.

Please visit our Delivery and Returns pages for information. Please contact us with any comments or questions regarding delivery & returns.

 

Ownership and Use of the Site and Site Materials

All right, title and interest in and to this Site, including all text, designs, images, videos, graphics, and other content and materials on the Site (collectively, "Materials"), are owned by Varley and its licensors. We also own or have a right to use all trademarks, service marks, logos, and trade names used on this Site (collectively, "Trademarks").

We grant to you a limited, revocable, non-exclusive, non-sublicenseable and otherwise non-transferable license to access and use this Site (including any Materials) and to download one copy of the Materials on any single computer or device for your own personal, non-commercial home use strictly in accordance with these Terms. We may in our sole discretion suspend, discontinue or terminate this license at any time for any reason.

No part of the Site may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, stored or incorporated into any information retrieval system in any way, except that you may download one copy for your personal, non-commercial home use only, provided you keep intact all copyright, trademark and other proprietary notices on the materials. In addition, you may not rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer this Site or any portion thereof.

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any portion thereof and you may not take any action that imposes an unreasonable or disproportionately large burden on this Site, as determined by us in our sole discretion.

Any modification of the Materials or use of the Materials for any other purpose is a violation of our or our licensors' copyright and other proprietary rights. The use of any such Materials on any other service or computer network without our written consent is strictly prohibited. Your use of the Trademarks in any manner other than as authorized in these Terms, or as authorized in writing by Varley, is strictly prohibited. All rights not expressly granted to you are reserved by Varley or its licensors.

 

User Code of Conduct

In using or accessing this Site, you agree, without limitation:

not to use this Site in breach of these Terms;

not to use this Site for commercial purposes;

not to "spam" others or "phish" for others' personal information;

not to disrupt or interfere with the security of, or otherwise abuse, this Site, or any part this Site;

not to upload, post or otherwise transmit through or on this Site any viruses or other harmful, disruptive or destructive files;

not to use, frame or utilize framing techniques to enclose any part of this Site without Varley's express prior written consent;

not to use meta tags or any other "hidden text" utilizing any Trademark without our express prior written consent;

not to "deeplink" to this Site without our express prior written consent:

not to input any Varley content or information into artificial intelligence tools or large language models;

not to create or use a false identity on this Site;

not to collect or store personal data about others;

not to attempt to obtain unauthorized access to this Site or portions of this Site that are restricted from general access;

not to transmit any material that is false and/or defamatory, discriminatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, violates any third party proprietary rights, or is in violation of any law or regulation;

not to post any copyrighted, trademarked, or other proprietary material unless you own the copyright, trademark, right of publicity and/or other applicable proprietary rights, or you have all necessary rights to do so;

not to use the features of this Site at any web site other than a merchant, retail or social networking web site as permitted under these Terms. Such restricted web sites shall include, without limitation, blogs and other online publications;

not to use this Site in breach of any Third Party Site's (as defined below) terms and conditions; and

not to use the Site for any commercial or for-profit manner or purpose, including, but not limited to, for the purpose of, or with the intention of initiating, future litigation or arbitration, including using the Site in order to trigger or induce an alleged violation of any law. In addition, you agree that you will comply with all Applicable Laws that relate to your use of or activities in connection with this Site. You also agree to act consistent with the requirements set forth in these Terms and our requirements.

You also agree that you will treat all Varley staff with respect and politeness. We do not tolerate any harassment of our staff.

You agree to immediately notify us if you suspect illegal, fraudulent or abusive activity, or any activity in violation of these Terms, including any unauthorized access to your Account. If you so notify us, or we otherwise suspect such activity, you agree to cooperate with us in any investigation and to use any prevention measures we prescribe.

 

Special Offers, Discounts & Promotions

Terms and conditions for all current special offers, seasonal discounts and promotions (“Promotions)” are published here.

  • All Promotion start & end times are published at GMT/BST (London) time unless otherwise specified and only apply while stocks last.
  • Promotions may not be combined with any other Promotion, unless specifically stated.
  • Promo Codes will be allocated proportionally among all qualifying items in your order.
  • Shipping costs and taxes are not subject to Promotional discounts and will be added after the Promotion on items has been applied.
  • Final sale items cannot be refunded.

 

  1. Promo Codes - General

Promotions comprising a discount codes (“Promo Codes”) must be entered at the check-out page to have the discount applied.

Promo Codes are available for use at any time and are always calculated against an item/order original retail price. Orders must meet the following criteria to be eligible for the use of a Promo Code:

  • Promo Codes cannot be used in conjunction with any other Promotion unless otherwise specifically stated.
  • Promo Codes are non-transferable and must be used in a single checkout process.
  • Promo Codes do not apply to taxes, shipping costs, or handling fees.

Varley reserves the right to verify the validity of the Promo Code and may at its sole discretion cancel orders or refuse to fulfill orders where the Promo Code has been used by a non-qualifying member.

 

First-Time Customer Promos

A 10% discount will be applied to a customer's first order placed on the Site where the correct Promo Code is entered at checkout. To access this offer, a customer must sign-up for Varley's newsletter via varley.com

  • Customer must not have placed any previous orders on varley.com
  • This offer is single use only and must be used in a single checkout process.

 

  1. Refer a friend program

Referrer rewards:

  • The referrer is offered 15% off for each friend who orders for the first time.
  • Referral rewards apply to full price items only, cannot be used to purchase e-gift cards, and cannot be combined with other Promotions in a single order.
  • A referrer must obtain the explicit consent of the referred friend prior to giving us the referred friend’s name, email address or other personal data.
  • For the referrer to qualify for the reward the referred friend must be a new customer to Varley, over the age of 18, and must meet the conditions of their reward.
  • There is no requirement for the referrer to be an existing Varley customer.
  • To share the reward, the referrer must be over the age of 18.
  • Rewards will be cumulative, so if multiple qualifying referrals are made to Varley, multiple rewards will be delivered to the referrer, subject to a limit. A referrer may not earn more than 5 within any 24-hour period or 25 within the last 12 months.
  • Rewards will be delivered to the referrer on the day of (or shortly after) the referred friend's purchase, provided the purchase is not canceled.
  • The referrer will be notified by email once a referred friend has purchased and when the reward has been earned.
  • Varley reserves the right to refuse the issue of any reward to any referred friend or referrer at any time.
  • Varley reserves the right to vary any and all elements of this offer at any time without notice.

 

Referred friend rewards:

  • The referred friend is offered 15% off when they place their first order.
  • To qualify for the reward, the referred friend must be a new customer to Varley and over the age of 18.
  • Any unused rewards will be revoked if a refund is requested on the order for which the reward was offered.
  • Referred friend rewards cannot be claimed by the same person making the referral.
  • Referred friend rewards cannot be combined with other Promotions in a single order.
  • As above, there are limits in place on how many and how frequently referrals can be made by any single referrer. Rewards may not be given if those limits are exceeded by the referrer.

 

  1. Wishlist
  • Items on your wishlist are still subject to usual availability.
  • If sharing your wishlist with a friend via the Varley platform, you must get explicit consent prior to giving us their email, name or other personal data.

 

  1. Links to Other Websites

The Site may contain hyperlinks or references to external third party websites. Any such hyperlinks or reference is provided for your convenience only. We have no control over third party websites and accept no responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not constitute an endorsement of such third party's website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.

 

Notice to California Residents

Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

 

Communications with Us

For all communications made to or with us, including but not limited to feedback, questions, comments, suggestions and the like, except as otherwise set forth under applicable law: (i) you will have no right to confidentiality in your communications, and we will have no obligation to protect your communications from disclosure; (ii) we will be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) we will be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.

 

Reviews

By submitting reviews or other content, you grant us a non‑exclusive, royalty‑free, transferable licence to use and display that content in connection with our products and services.

Please see the Reviews Policy for how we monitor and manage customer reviews.

 

Indemnity

You hereby agree to indemnify and hold the Varley Parties harmless from and against any and all claims, actions or proceedings of any kind and from any and all damages, judgments, losses, liabilities, costs and expenses, including reasonable attorney's fees and expenses incurred from counsel selected by Varley in our sole discretion (including any incurred in enforcement of this provision), relating to or arising out of your use of this Site, your breach or alleged breach of these Terms, including any of your warranties, representations or agreements hereunder, your violation of Applicable Laws, or your violation of any rights of another person or entity.

Separately, if you initiate (or threaten to initiate) any litigation, arbitration, or otherwise assert any claim against the Varley Parties that is based or relies, in whole or in part, upon a repudiation or breach of any promises, representations, warranties, agreements, or consents that you have made to or with Varley pursuant to these Terms (collectively, “Prohibited Legal Actions”), you agree to indemnify and hold the Varley Parties harmless from any and all liabilities, claims, demands, damages, costs, and expenses (including reasonable attorneys’ fees of counsel selected in our sole discretion and other legal costs) that arise from or relate to the Prohibited Legal Action, regardless of the legal theory of the Prohibited Action and whether it is brought or asserted individually or as part of a collective or class proceeding.

 

Disclaimer of Warranties

THE MATERIALS IN THIS SITE (INCLUDING ANY GRAPHICS, SOFTWARE, RECOMMENDATIONS OR OTHER MATERIALS) AND ANY MATERIALS MADE AVAILABLE THROUGH THIS SITE ARE PROVIDED "AS IS" AND "AS-AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VARLEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VARLEY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE MATERIALS IN THIS SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THESE MATERIALS COULD BE INACCURATE OR BECOME INACCURATE AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THEIR RESPECTIVE DATES. VARLEY UNDERTAKES NO OBLIGATION TO VERIFY OR MAINTAIN THE CURRENCY OF SUCH INFORMATION.

VARLEY ENDEAVORS TO MAINTAIN THIS SITE AND ITS OPERATION, BUT IS NOT, AND CANNOT BE, RESPONSIBLE FOR THE RESULTS OF ANY DEFECTS THAT MAY EXIST IN THIS SITE OR ITS OPERATION. AS TO THE OPERATION OF THIS SITE, VARLEY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VARLEY MAKES NO WARRANTY THAT (I) THE OPERATION OF THIS SITE WILL MEET THE USER'S REQUIREMENTS; (II) ACCESS TO THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR FREE OF DEFECTS OR ERRORS; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE WILL BE ACCURATE OR RELIABLE; OR (IV) DEFECTS WILL BE CORRECTED. YOU (AND NOT VARLEY) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER EQUIPMENT OR MOBILE DEVICE AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR ANY OTHER PROBLEMS WHATSOEVER YOU MAY HAVE AS A RESULT OF VISITING THIS SITE.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU FURTHER AGREE THAT THIS SITE IS PROVIDED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY OVER THE PUBLIC INTERNET, AND ANY DATA OR OTHER INFORMATION OBTAINED BY VARLEY OR THIRD PARTIES FROM YOUR USE OF THE SITE HAS NO VALUE TO YOU, AND NO INJURY CAN RESULT FROM YOUR USE OF THE SITE.

23.Limitation on Liability

UNDER NO CIRCUMSTANCES SHALL VARLEY CLOTHING INC, ITS PARENTS, SUBSIDIARIES AND AFFILIATED COMPANIES UNDER COMMON OWNERSHIP AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, LICENSEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "VARLEY PARTIES") BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR OTHER DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY MATERIALS IN THIS SITE, WHETHER IN AN ACTION BASED ON CONTRACT, NEGLIGENCE, STATUTE, OTHER TORTIOUS ACTION OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SITE OR INFORMATION AVAILABLE ON OR SHARED THROUGH THIS SITE, INCLUDING INFORMATION SHARED TO THIRD PARTIES. THE VARLEY PARTIES SHALL NOT BE LIABLE EVEN IF VARLEY OR A VARLEY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE INCLUDE BUT ARE NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE OR COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARMFUL COMPONENT.

Applicable Laws may not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations or exclusions may not apply to you. However, in no event shall the Varley Parties' total liability to you for damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence, or otherwise) exceed the amount paid by you, if any, for accessing this Site. You understand that the paragraphs titled “Limitation on Liability” and “Disclaimer of Warranties” are an essential aspect of our ability to provide the Site to you, and that we would not be able to do so without these provisions. If you do not intend to honor these provisions, do not use the Site.

Legal Disputes, Binding Arbitration

PLEASE READ THE FOLLOWING SECTIONS CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS. We are committed to customer satisfaction, so if you have a problem or dispute, we will try to resolve your concerns. Our Customer Service Representatives are ready to assist you and address your concerns. If our customer service team is unable to resolve your concern, you may pursue disputes as detailed in the sections below.

A. Pre-Arbitration Claim Resolution. For all disputes, you must first give us an opportunity to resolve the dispute by writing us at support@varley.com, and providing the following information: (1) your name, (2) your address and email address, (3) a written description of your claim, expressly including any available documentation supporting or otherwise evidencing your claim that is in your possession or available to you through a third party, and (4) a description of the specific relief you seek, the damages and/or injury you suffered, and a calculation for any such damages (a “Dispute Notice”). Each Dispute Notice is limited to a single Dispute between you and us. As such, your dispute and the disputes of other parties may not be combined into a single Dispute Notice.

Within 60 days after receiving a complete Dispute Notice, the parties are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and us (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. We will participate in the Conference through one or more representatives, which may include our counsel.

Both you and us agree that the foregoing dispute resolution procedure (the “Pre-Arbitration Claim Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation or otherwise filing any claim against the other party. If any aspect or requirement of the Pre-Arbitration Claim Resolution Procedure has not been completed or satisfied, the parties agree that (i) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (ii) unless prohibited by law, no arbitration administrator shall accept or administer any arbitration or demand fees in connection with the dispute.

B. Arbitration Agreement, Class Action Waiver, Punitive Damages Waiver. Any claim between you and us related to these Terms or your use of this Site, if unresolved through informal pre-arbitration discussions, will be resolved by binding arbitration, except to the extent either party elects to resolve a dispute subject to the jurisdiction of a small claims court.

You and us further agree that any dispute, whether at law or equity, arising out of or relating in any way to these Terms or your use of the Site, by whatever means, between you and us, shall be resolved in its entirety on an individual basis (not classwide or collective) through binding arbitration. Any dispute regarding the scope of this Arbitration Agreement shall be decided by the arbitrator.

You and us agree that any arbitration under this Arbitration Agreement will take place on an individual basis, except as otherwise provided below, and that proceedings as a private attorney general are not permitted.

C. Arbitration Procedures. If any dispute between you and us is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or us may initiate arbitration proceedings. As a condition precedent to begin an arbitration proceeding, you must send us an individual letter, certified mail, return receipt requested, signed by you requesting arbitration and describing your claim to 860 S Los Angeles Street, STE 513, Los Angeles CA 90014 or by email to support@varley.com (Attention to: Legal Department). This letter must be sent at least ten (10) days before you initiate an arbitration proceeding against us.Any controversy or claim arising out of your use of this Site or these Terms shall be settled by binding and final arbitration instead of court proceedings, in accordance with the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”) in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the AAA Rules then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You agree that us accommodating any location request for your convenience will not subject us to personal jurisdiction in such forum. The arbitrator shall be selected pursuant to the AAA Rules. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. In resolving a claim for arbitration, the arbitrator shall apply Delaware State law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law. If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable, or illegal is that claims will not be arbitrated on a class, representative, or collective basis, or as a private attorney general on behalf of other persons similarly situated, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitrate the dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty (60) days after the demand for arbitration is made and all initial filing requirements are met, unless further extended by mutual agreement of the parties. Disputes regarding the scope of this agreement to arbitrate shall be resolved by the arbitrator.

THE ARBITRATION OF DISPUTES PURSUANT TO THIS SECTION SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU MAY NOT BRING ANY CLAIM AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHER SIMILARLY SITUATED PERSONS.

However, notwithstanding the above, if you file a demand for arbitration that is one of fifty (50) or more similar demands for arbitration filed against us by parties represented by the same law firm or law firms acting in coordination (“Mass Arbitration”), the arbitration of the Dispute, and all other Disputes constituting the Mass Arbitration, shall be conducted in accordance with the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules (https://www.adr.org/industries/mass-arbitration/) or any successor rules or procedures intended to or having the effect of reducing the cost of Mass Arbitration.

You and us agree that, in the event of a Mass Arbitration, any issues arising under or relating to (a) the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable or (b) the jurisdiction of the arbitrator, including any objections with respect to the existence, scope, or validity of this Section, or the arbitrability of any claim or counterclaim, shall be decided by a court of competent jurisdiction.

DO NOT USE THE SITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

D. Other Dispute Resolution Terms. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Notwithstanding the foregoing, if your attorney is paying the administrative costs, filings fees, arbitrator fees, and other associated arbitral costs on your behalf, and your attorney may recover all or a portion of those fees only if you obtain an award in the arbitration, your attorney must evenly split all costs with us initially. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.

You acknowledge that if you are in breach of any provisions of these Terms, you shall not have the right to enforce any of the provisions herein. This includes, but is not limited to, any rights or remedies that would otherwise be available to you under these Terms.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

United States Only

We control and operate this Site from within the United States of America. While you may access the Site from anywhere within the United States of America, you understand and agree that we are not purposefully directing, or otherwise aiming, any activity to where you may be located through its operation of the Site, the use of which the parties agree is exclusively subject to Delaware law. Unless otherwise specified on or by this Site, this Site is intended to promote only those Varley products that are sold generally by us in the United States and its territories and possessions, not targeted to any such particular jurisdiction, and we make no representation that materials in this Site or the products described thereby are appropriate or available for use in other locations. All visitors to this Site are responsible for compliance with all local laws applicable to them with respect to the content and operation of this Site.

 

Applicable Law and Forum

Your use of this Site, these Terms and any disputes arising under or related to these Terms or related to use of this Site (whether for breach of contract, tortious conduct or otherwise) will be governed by the laws in effect in Delaware, without reference to its conflicts of law principles.

Any disputes not subject to arbitration pursuant to the paragraph titled “Legal Disputes, Binding Arbitration,” shall be resolved by a court located in Delaware and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that, to the extent permitted by law, any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective, or representative capacity.

 

Waiver of Jury Trial

WE AND YOU ALSO WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHT OR REMEDIES UNDER, OR ARISING IN CONNECTION WITH OR RELATING TO, THESE TERMS.

 

Severability

If any provision of these Terms shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

 

No Waiver

No failure on the part of us to enforce any part of these Terms shall constitute a waiver of any of our rights under these Terms whether for past or future actions on the part of any person. Neither the receipt of any funds by us nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these Terms. Only a specific, written waiver signed by an authorized representative of ours shall have any legal effect whatsoever.

 

Age Restrictions

You must be 18 or over to place orders. By ordering, you confirm you are at least 18.

 

Your Concerns

If you have any concerns about material which appears on our site, please contact support@varley.com.

 

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