1. FashionTrade.com and services
- FashionTrade.com B.V., company number 61400521, having its registered address Singel 542, 1017 AZ, Amsterdam, Netherlands (“FashionTrade”) provides a number of services through a B2B fashion marketplace available on www.FashionTrade.com (“FashionTrade.com”).
- FashionTrade.com enables brands (“Brands”) and retailers (“Retailers”) to strengthen their collaboration, through empowered buying and smarter selling. Brands create “Brand Pages” which include customized look books and line sheets showing the Brand’s products (“Products”). Retailers create “Retailer Pages” which may include information about brands and images of the Retailer’s physical store(s).
- FashionTrade.com provides a matchmaking service allowing all users to browse the public areas of the FashionTrade.com and request a “Match” with other users. After users confirm a Match, Retailers may purchase Products from the Brands. FashionTrade.com may offer a number of other services, such as market insights & reporting, fashion editorials and newsletters, which may change from time to time.
- These terms and conditions (“T&C”) apply to all users of FashionTrade.com. FashionTrade may amend the T&C at any time and the amended T&C will become effective when made available on FashionTrade.com.
3. Subscription and Fee
- Brands and Retailers must register as a user (“User”) in order to use Fashiontrade.com. Each User represents, warrants and agrees (i) that it is authorized to legally represent the Brand or Retailer and acts on its behalf, (ii) that any information provided to FashionTrade, whether submitted during the registration process or thereafter, is true, accurate, current and complete, and (iii) it will maintain and promptly amend all information to keep it true, accurate, current and complete. FashionTrade may, in its sole discretion, refuse to offer access to or use of FashionTrade.com to any entity or person and may change its eligibility criteria at any time without notice.
- Upon registration, a User will receive a password and username for personal use only. It is not allowed to share a password and username with any other person, or allow any other person to use it. Users are responsible for maintaining the confidentiality of the password and username, and are fully responsible for all activities that occur under the given password or username. Each User agrees to immediately notify FashionTrade of any unauthorized use of its username or password or any other breach of security.
- Subscription (“Subscription”) to the FashionTrade.com is subject to a fee (“Fee”). Details of FashionTrade’s current Fees can be obtained on request through firstname.lastname@example.org. Payment of Fee shall commence on the date of registration as a User on FashionTrade.com, unless otherwise agreed. Payment of the Fee shall be effected by bank transfer to the bank account designated by FashionTrade on the invoice issued to Users upon registration.
- If a User does not comply with the payment terms set forth herein, use of FashionTrade.com will be suspended. If a User’s access to FashionTrade.com is suspended it will be reinstated within twenty four (24) hours following payment of all outstanding Fees.
- Unless otherwise stated, all Fees are quoted and payable in Euros. Fees are stated without value added tax. All payments shall be made in full, without deduction or withholding. Paid Fees are non-refundable. Any late payment shall accrue interest at a rate of two (2) times the Dutch legal interest rate per month, accruing daily, from the due date until the date of payment.
4. User’s Material
- All material, including, but not limited to images and video’s posted by Users on FashionTrade.com (“Material”) must be true and in compliance with law and these T&C. Users hereby represents, warrants and agrees that it owns and/or has the right to use the contents embodied in such Material in this manner and that such Material does not infringe any third-party intellectual property rights or are unlawful, illegal, or otherwise inappropriate. FashionTrade has the right, at its sole discretion, to screen, report or take action against non-compliant Material. Users expressly grant to FashionTrade a non-exclusive, non-revocable, world-wide, sub-licensable and royalty-free right and license to (i) use, reproduce, transmit, communicate, promote, market, display and distribute the Material in digital form of display on FashionTrade.com, and (ii) link from User’s page on FashionTrade.com and display User’s Materials among related pages on FashionTrade.com to allow Users to have access to other User’s Materials, by means of any technology or media, whether now known or hereafter to become known. FashionTrade shall have the right to modify the Material (resize, change format, map) in order to display it correctly on FashionTrade.com – without changing the content and character of what is displayed. All Materials remain User’s property. The license is perpetual for the purpose of displaying historic orders for Users (explicitly excluding any public display).
- FashionTrade aggregates data, including but not limited to product master data and transaction data(“Data”) from Users with other data so that results are non-personally identifiable and generates anonymous learnings, logs and data regarding use of FashionTrade.com. Users expressly grant FashionTrade a non-exclusive, non-revocable, world-wide, royalty-free right and license to: i) use, reproduce, transmit, communicate, promote, market, display and distribute the data in digital form on FashionTrade.com, ii) modify the Data (resize, change format, map) in order to display it correctly on FashionTrade.com – without changing the content and character of what is displayed and iii) perpetual license on i) and ii) for the purpose of displaying historic orders and data insights for its users (explicitly excluding any public display).
5. Tools, information and service partners
- Each User will have access to tools – e.g. rating systems, trade information, partners, links – and these tools are made available for the User for support and information purposes only and FashionTrade do not warrant the completeness, accuracy, timeliness or the results obtained from the use of the tools or the data made available through the tools and disclaims all liability for tools and data.
- FashionTrade provides information to Users on specific markets, products, services, trends and other information which FashionTrade assess a User may find interesting, but FashionTrade do not warrant the completeness, accuracy, timeliness or the results obtained from the use of this information.
- FashionTrade cooperates with various third party service partners, who provide ancillary services such as logistic, quality check, payment services or other services. Users can access these services through FashionTrade.com and enter into a contractual relationship with the respective Service Partner. Such relationship will be governed by the contractual terms and conditions of the relevant third party service partner and FashionTrade is not responsible or liable for the services offered.
6. Transactions and Products
- FashionTrade enables transactions and is not a party to the transactions between Brands and Retailers. As a result, FashionTrade has no control over the quality, safety, morality or legality of any aspect of the Products, the ability of Brand to sell Products and the ability of Retailers to pay for them. FashionTrade cannot ensure that a Brand or a Retailer will actually complete a transaction. Consequently, FashionTrade cannot and does not transfer legal ownership of the Products from the Brand to the Retailer. Brands and Retailers and all transactions between them must follow applicable local laws, rules and regulations when offering Products or trading.
- FashionTrade does not warrant any User’s identity or such User’s purported authority to legally represent a Brand or a Retailer.
- FashionTrade is not obliged to participate or mediate in any dispute between Users or any third parties relating to a transaction between them or otherwise in connection with the use of FashionTrade.com.
- FashionTrade may remove a Product, if requested by an injured third party if requested by a government or law enforcement body, or as a result of a subpoena or other legal action or if assessed necessary by FashionTrade for other reasons.
- Users are responsible for all applicable taxes payable as a result of the offering, sale or purchase of Products via the FashionTrade.com.
- FashionTrade aggregates data from Users with other data so that results are non-personally identifiable and generates anonymous learnings, logs and data regarding use of FashionTrade.com. User agree that these data belong to FashionTrade , and FashionTrade may use it for any business purpose during or after termination or expiry of a subscription, including without limitation to develop and improve FashionTrade’s products and services and to create and distribute reports and other materials.
8. Intellectual property rights
- All intellectual property rights to content of FashionTrade.com are owned by FashionTrade (and/or its licensors) and will at all times remain with FashionTrade. Use of the FashionTrade.com will not constitute a transfer of intellectual property rights or any other right.
9. Limitation of liability, indemnities an warranties
- Neither FashionTrade nor its suppliers, subcontractors or affiliates shall be liable for any either indirect, incidental or consequential loss (including in each case, but not limited to, damages for the inability to access the FashionTrade.com or to use any service, loss of data, loss of business, loss of profits, business interruption or the like) arising out of the access or use of or inability to access or use FashionTrade.com, even if FashionTrade has been advised of the possibility of such damages.
- Subject to clause 8.1 above, the entire liability of FashionTrade and any of its suppliers arising from or related to the use of the FashionTrade.com shall be limited to Fees actually paid by the relevant User in the twelve (12) months prior to the loss-causing event.
- FashionTrade.com is provided on an ‘as is, as available’ basis. To the maximum extent permitted by law, FashionTrade hereby expressly disclaims any representation or warranty of any kind, whether express, implied or statutory, including, but not limited to, any warranties of fitness for a particular purpose, of reliability or availability or as to the operation or security of FashionTrade. All such warranties and conditions are hereby excluded.
- Users, Brands and/or Retailers will indemnify and hold FashionTrade (and its affiliates, officers, employees, contractors and agents) harmless from any claim or demand (including reasonable costs and attorneys’ fees) made by any third party due to or arising out of a User’s (i) use of FashionTrade.com, (ii) Materials, (iii) offering, sale or purchase of Products, or (iv) breach of these T&C.
- Links to other websites or locations provided on FashionTrade.com is solely for a User’s convenience and does not signify FashionTrade’s endorsement of such other websites or location or its contents. FashionTrade is not responsible for such third party websites or their content.
10. Term and termination
- The term of a User’s subscription will be twelve (12) months from the date of registration and shall be automatically renewed for additional periods of twelve (12) months.
- Users and FashionTrade can terminate a Subscription with 3 months written notice. User warrants that all orders made by Retailers until expiry of the term of notice, will be executed.
- FashionTrade may (a) suspend a User’s rights to access and use FashionTrade.com or (b) terminate a User’s subscription, at any time for cause, including, but not limited to for any use of FashionTrade.com in breach of these T&C. In such case, a User shall not be entitled to a refund of any Fee.
- FashionTrade may terminate a User’s subscription at any time and for any other reason, by giving 30 days’ notice to the relevant User. In such case, a User shall be entitled to a refund of any prepaid Fees.
11. General provisions
- All information provided by FashionTrade or other Users through FashionTrade.com shall be considered confidential, and shall therefore not be disclosed to third parties, without prior permission of FashionTrade.
- Any provisions in these T&C, which by their nature extend beyond expiry or termination of the legal relationship between a User and FashionTrade, shall survive such expiry or termination.
- If any provision of these T&C is deemed to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
- FashionTrade shall have the right to assign the legal relationship with its Users, Brands and Retailers (including all of FashionTrade’s rights, titles, benefits, interests, and obligations and duties in T&C) to any person or entity.
- These T&C are subject to Dutch law. All disputes arising out of or in connection with these T&C shall be settled by the courts of Amsterdam (Netherlands), which will have exclusive jurisdiction in respect of any such disputes.