MARKETPLACE
DISCLOSURE

Off Price Retail Network ("OPRN", "we", "us" or "our") operates a marketplace through which customers ("Clients" or "Buyers") may access products offered by independent marketplace sellers ("Marketplace Sellers" or "Sellers"). These Marketplace Disclosure, Terms & Client Acknowledgment ("Marketplace Terms") explain the respective roles of OPRN, the Marketplace Seller, any Personal Shopper assisting the Client, third-party logistics and inspection providers, and the Client. They also explain how Marketplace Orders, payments, Seller fulfilment, quality control, inspection, authentication where applicable, Digital Product Passports, shipping, cancellations, returns and complaints are handled. Please do not proceed with a Marketplace Order unless you have read and understood these Marketplace Terms. If anything is unclear, please contact OPRN or your Personal Shopper before confirming that you wish your order to proceed.

1. THE OPRN MARKETPLACE

OPRN provides a technology-enabled marketplace and associated services through which independent Marketplace Sellers may make products available to Clients. Unless OPRN is expressly identified as the Seller of a particular product, OPRN is not the seller, manufacturer, brand owner or owner of the product offered by an independent Marketplace Seller. The Marketplace Seller applicable to each Marketplace Order will be identified within the Client's product information, order documentation and/or personalised Order Journey. For transactions involving an independent Marketplace Seller, the underlying sale of the product is between the Client and the identified Marketplace Seller, subject always to any rights and responsibilities imposed on OPRN or the Marketplace Seller by applicable law. OPRN's involvement in facilitating payment, communications, logistics, inspection, quality control, customer support or other marketplace services does not, by itself, mean that OPRN owns or sells the product.

2. OPRN'S ROLE

Depending on the particular transaction, OPRN may provide or coordinate services including:

• hosting Marketplace offers;

• facilitating communication between Clients, Personal Shoppers and Marketplace Sellers;

• providing the Client's Order Journey;

• facilitating or processing payments through third-party payment providers;

• coordinating Seller fulfilment;

• coordinating transportation to a logistics or inspection facility;

• arranging quality-control and inspection services;

• facilitating authentication services where specifically applicable;

• maintaining inspection photographs and records;

• creating or maintaining a Digital Product Passport or UDID record;

• coordinating dispatch and shipment;

• communicating order-status updates; and

• providing marketplace customer support.

The provision of these services does not automatically make OPRN the Seller of an independently offered product. Where OPRN itself is the Seller, this will be expressly identified to the Client.

3. THE MARKETPLACE SELLER

The Marketplace Seller identified in the relevant product information, order documentation and/or Order Journey is responsible for the product offered for sale, subject to applicable law and the allocation of responsibilities contained in these Marketplace Terms. Marketplace Sellers are expected to have the legal right to offer the product; provide materially accurate product and known condition information; provide requested photographs or documentation; fulfil confirmed Marketplace Orders; comply with applicable OPRN Marketplace requirements; and cooperate with inspection, logistics and dispute-resolution processes. OPRN may suspend, reject, pause or cancel a Marketplace transaction where there are reasonable concerns regarding availability, product description, condition, provenance, legality, authenticity, Seller compliance or another matter relevant to the transaction, subject to applicable law.

4. PERSONAL SHOPPERS

Some Clients access OPRN with assistance from a Personal Shopper. A Personal Shopper may assist a Client by helping identify Marketplace offers, explaining the OPRN purchasing process, facilitating communication, helping the Client navigate their Order Journey, communicating order-status information and providing general support throughout the transaction. Unless expressly identified as the Marketplace Seller, a Personal Shopper is not the Seller of the independent Marketplace Seller's product. A Personal Shopper does not become the manufacturer, owner, distributor or Seller of a product merely because they introduced an offer, communicated with the Client, assisted with the order or provided customer support. Clients who access OPRN directly without a Personal Shopper may use the Marketplace in accordance with these Marketplace Terms.

5. PRODUCT INFORMATION & MARKETPLACE OFFERS

Product descriptions, photographs, measurements, specifications, condition information and other product-related information may originate from the Marketplace Seller or other relevant sources. OPRN may review, organise or present this information but cannot guarantee that every non-material characteristic of a product will correspond exactly to examples available from brand boutiques, brand websites or other retail channels. Where OPRN or its inspection provider identifies a material discrepancy between the item received and the Marketplace offer, OPRN may request clarification from the Seller, inform the Client, request additional information, refer the product for further review, seek a replacement, cancel the affected transaction or take another action reasonably appropriate in the circumstances. Nothing in these Marketplace Terms permits a Seller or OPRN to disregard a material misdescription or any mandatory legal obligation owed to the Client.

6. OFF-PRICE & ALTERNATIVE DISTRIBUTION

OPRN operates within the wider off-price and alternative retail ecosystem. Products circulating through off-price and alternative distribution channels can have different commercial origins, distribution histories, packaging, accessories, presentation or other characteristics. OPRN does not represent that every Marketplace product entered the off-price market through any particular supply-chain route unless that information is specifically documented for that product.

Clients should therefore rely on the disclosures applicable to the specific product and Marketplace Order rather than assumptions about how products within the wider off-price market are sourced.

7. ORDER JOURNEY

Following an order, OPRN may create a personalised Order Journey for the Client. The Order Journey may contain Client information; order number and order date; Marketplace Seller; Personal Shopper, where applicable; product information; payment status; order status; Seller fulfilment information; logistics-hub status; inspection and QC status; Digital Product Passport information; shipping information; important disclosures; and customer-support information. Order statuses are intended to provide transparency regarding the progress of an order. They do not constitute a guarantee that a particular event will occur by a particular date unless OPRN expressly confirms otherwise.

8. OPRN 3-DAY ORDER REVIEW PERIOD

OPRN provides an additional 3-Day Order Review Period before Marketplace Seller fulfilment begins. The purpose of this period is to give the Client a further opportunity to review their order; confirm contact and delivery information; identify the Marketplace Seller; understand OPRN's marketplace structure; review these Marketplace Terms; ask questions or seek clarification; and notify OPRN of any concern before Seller fulfilment proceeds. The Client may be asked to provide a written acknowledgment such as "CONFIRMED" before fulfilment proceeds.

Statutory rights

The OPRN 3-Day Order Review Period is an additional OPRN operational safeguard. It does not replace, shorten, restrict or waive any cancellation, return, refund or other consumer right that applies under applicable law. Where a statutory right to cancel a UK distance contract applies, its duration and commencement are determined by applicable law and are separate from OPRN's 3-Day Order Review Period.

9. AVAILABILITY & SELLER FULFILMENT

A Client's placement of an order does not necessarily mean that Seller availability has been finally confirmed. Where applicable, OPRN may verify availability with the Marketplace Seller after the order is received. If the product is available and applicable order requirements have been satisfied, the Marketplace Seller may proceed with fulfilment. If the product becomes unavailable, OPRN may communicate available alternatives, replacement options or cancellation/refund arrangements, as applicable. OPRN cannot guarantee Seller fulfilment until availability and fulfilment have actually been confirmed.

10. PAYMENTS

OPRN may facilitate payments in connection with Marketplace transactions using third-party payment-service providers. Depending on the transaction, the Client may pay in full, make an agreed deposit or downpayment, or pay an initial amount followed by a balance before dispatch. The Client's Order Journey should identify the relevant payment status. Applicable product prices and any known marketplace/service charges, shipping charges, inspection/authentication charges, taxes, duties or other charges will be disclosed as required by applicable law. The collection or facilitation of payment by OPRN does not, by itself, mean that OPRN is the Seller of an independently offered Marketplace product.

11. LOGISTICS & THIRD-PARTY PROVIDERS

Where applicable, Marketplace products may be routed through TransAtlantic Italia or another designated third-party logistics and inspection provider before delivery to the Client.

Depending on the service applicable to the order, the provider may perform or coordinate receipt of the product, product photography, quality-control inspection, comparison against available order information, authentication review where specifically applicable, preparation of inspection records, logistics processing and dispatch. The involvement of a logistics or inspection provider does not transfer ownership of the product to OPRN and does not, by itself, make OPRN the Marketplace Seller.

12. QUALITY CONTROL

OPRN's QC process is designed to provide an additional checkpoint before dispatch. QC may consider the product received, apparent condition, visible materials, hardware, stitching, markings, dimensions, Seller-provided information, visible discrepancies, accessories and overall consistency with information available for the order. QC is not automatically an authentication service. A product successfully completing OPRN's ordinary QC process should therefore not be represented solely on that basis as having received a formal authentication determination.

13. AUTHENTICATION

Where an order specifically includes an authentication review, that review constitutes an independent professional assessment based on the information and product characteristics available to the authenticator. Unless expressly stated otherwise, authentication performed through OPRN or a third-party provider is independent of the relevant luxury brand. Brand names and trademarks referenced in connection with an authentication review do not mean that the brand participated in, approved or endorsed the assessment. An independent authentication opinion should not be represented as a certificate issued by the brand itself.

14. DIGITAL PRODUCT PASSPORT / UDID

Where applicable, OPRN may issue a Digital Product Passport, also referred to operationally as a UDID record. The Digital Product Passport may contain a unique record identifier, product information, order information, photographs, QC observations, inspection records, authentication information where applicable, logistics information and other relevant digital documentation. The Digital Product Passport is intended to create a persistent digital record associated with the inspected product. The existence of a Digital Product Passport does not, by itself, constitute a certificate of authenticity. Where a separate authentication review has been completed, the relevant determination may be identified separately within the record.

15. INSPECTION OUTCOMES & MATERIAL DISCREPANCIES

If inspection identifies a material discrepancy, OPRN may pause the Order Journey while the matter is reviewed. Depending on the circumstances, OPRN may request clarification; obtain further photographs or information; communicate the discrepancy to the Client; refer the matter to the Marketplace Seller; seek a replacement; conduct or arrange additional inspection; cancel the transaction; or provide another remedy required or permitted under applicable law. The Client will be informed where their action or decision is required.

16. SHIPPING & DELIVERY

Following completion of applicable fulfilment, payment and inspection requirements, the product may proceed to dispatch. Shipping may be performed by a third-party carrier or logistics provider.

Estimated delivery times may depend on Seller fulfilment, logistics processing, inspection, destination, customs, carrier performance, public holidays and circumstances outside OPRN's reasonable control. Tracking information will be provided where available.

17. CUSTOMS, DUTIES & INTERNATIONAL TRANSACTIONS

Marketplace Orders may involve international Sellers, logistics providers and delivery routes. Customs duties, import taxes or other governmental charges may apply depending on the destination and transaction. Where such amounts are not included in the price charged at checkout, responsibility for those amounts will be disclosed and determined in accordance with the applicable transaction information and law.

18. RETURNS, CANCELLATIONS & REFUNDS

Cancellation, return and refund rights may depend upon the Marketplace Seller's legal status, the Client's location, the Seller's location, applicable consumer-protection law, product category, transaction circumstances and any mandatory statutory rights. OPRN's Marketplace policies and any Marketplace Seller policies apply subject to consumer rights that cannot lawfully be excluded or restricted. Where mandatory law gives the Client rights beyond an OPRN or Marketplace Seller policy, the mandatory law prevails. Where the Client has a statutory right to cancel, information concerning the applicable conditions, time limits, procedures and return arrangements will be provided as required by applicable law.

19. COMPLAINTS & CUSTOMER SUPPORT

Clients should notify OPRN promptly if they identify an issue relating to Seller fulfilment, the product received, delivery, an apparent material discrepancy, inspection, payment or another aspect of their Order Journey. OPRN may facilitate communication with the Marketplace Seller, logistics provider, payment provider or other relevant party. Nothing in this section limits any mandatory right the Client may have to pursue a claim against the legally responsible party.

20. INDEPENDENCE FROM LUXURY BRANDS

Unless expressly stated otherwise, OPRN, independent Marketplace Sellers, Personal Shoppers and third-party inspection providers are not authorised representatives of the luxury brands referenced on the Marketplace. Brand names, trademarks and product imagery are used to identify or describe relevant products. No brand reference should be interpreted as sponsorship, partnership, endorsement or affiliation with OPRN unless expressly confirmed.

21. CLIENT RESPONSIBILITIES

The Client is responsible for providing accurate contact and delivery information, reviewing their Order Journey and identified Marketplace Seller, reading these Marketplace Terms, asking questions where anything is unclear, making payments when due and promptly notifying OPRN of errors or concerns. Clients should not confirm an order if they do not understand the Marketplace structure or have unresolved concerns about the transaction. Nothing in this section transfers to the Client a responsibility that applicable law places on OPRN, the Marketplace Seller or another trader.

22. PLATFORM RESPONSIBILITY

Nothing in these Marketplace Terms excludes or limits liability where doing so would be unlawful.

Subject to applicable law, OPRN is not responsible solely by reason of operating or facilitating the Marketplace for acts, omissions, representations or breaches attributable to an independent Marketplace Seller, Personal Shopper, carrier or other independent third party. OPRN remains responsible for obligations imposed upon OPRN itself by applicable law and for marketplace services that OPRN expressly undertakes to provide.

23. NO WAIVER OF MANDATORY CONSUMER RIGHTS

Nothing contained in these Marketplace Terms is intended to exclude, restrict or waive any right or remedy that cannot lawfully be excluded, restricted or waived under applicable consumer-protection law. If any provision of these Marketplace Terms conflicts with a mandatory statutory right applicable to the Client, that statutory right will prevail to the extent of the conflict.

24. ACCEPTANCE OF MARKETPLACE TERMS & ORDER CONFIRMATION

Acceptance at the time of order

Before completing an online Marketplace Order, the Client will be provided with access to the applicable OPRN Marketplace Disclosure & Terms and may be required to acknowledge that they have been given the opportunity to review them. Where OPRN provides an acceptance control at checkout, the Client must complete that acknowledgement before proceeding. For an order arranged manually or with the assistance of a Personal Shopper, OPRN may provide the Client with the applicable Marketplace Terms and order information electronically and request written acknowledgement before Seller fulfilment proceeds. The method and record of acknowledgement may differ according to the ordering channel.

Post-order confirmation

Following placement of the order, OPRN will provide the Client with access to their personalised Order Journey, identifying, where applicable:

• the Marketplace Seller;

• the Personal Shopper;

• the item and order information;

• the OPRN Marketplace Disclosure & Terms;

• the Client's contact and delivery details; and

• the applicable order status and next steps.

Where required by applicable law, OPRN and/or the legally responsible trader will provide the Client with confirmation of the applicable contractual information in a form that the Client can retain.

OPRN 3-Day Order Review Period

OPRN provides an additional 3-Day Order Review Period before Marketplace Seller fulfilment begins. This period gives the Client a further opportunity to review their Marketplace Seller, order information, personal information, the operation of the OPRN Marketplace, these Marketplace Terms and applicable disclosures. During this period, the Client is encouraged to raise any question, correction or concern before Seller fulfilment proceeds.

Confirmation to Proceed

OPRN may request that the Client provide a written confirmation, including by replying "CONFIRMED" to an applicable order communication, after completing the review. A "CONFIRMED" response records the Client's instruction that they wish OPRN to proceed with the Marketplace Order based on the information presented, subject to these Marketplace Terms and applicable law.

The confirmation may form part of the Client's Order Journey and transaction record. The OPRN 3-Day Order Review Period is an additional operational safeguard and does not replace, shorten, restrict or waive any cancellation, refund, return or other consumer right that cannot lawfully be excluded.