SELLERS TERMS AND CONDITIONS
Last updated: 04 April 2023
ICOUTURIERS SAS, a simplified joint-stock company with capital of 7,000.00 Euros, whose registered office is located at 66, Avenue des Champs-Élysées, OCP Business Center 4, 75008 Paris, registered with the Paris Trade and Companies Register under number 905 064 150, and whose intra-community VAT number is FR 84 905 064 150.
Customer support contact: email@example.com.
Director of Publication: Evgenia Carlier as President of icouturiers SAS.
Host: Microsoft Azure, One Microsoft Way, Redmond, WA 98052-6399, USA; tel. 1-425-882-8080.
This is to remind that under no circumstances can ICOUTURIERS be considered as the Seller of the Services purchased through the Marketplace, and that only the Seller, who is registered on the Marketplace, is the Buyer's co-contractor for the sale of the Services.
These Terms is a legally binding agreement governing Sellers’ access and use of the Marketplace. These Terms apply to the Marketplace only; they do not apply to any third-party software, websites, and services integrated with the Marketplace.
The Seller must agree to all provisions of these Terms to be eligible to access and use the Marketplace. If the Seller does not agree with one or more provisions of these Terms, the Seller is not allowed to use the Marketplace.
1. General information
2. The seller account and sellers’ commitments
3. Fees and payments
4. Cancellation of orders and penalties
5. Service contracts
6. The services
7. Intellectual property
8. Acceptable use policy
10. Disclaimer of warranties
11. Limitation of liability
14. Governing law and disputes
The below-mentioned terms used in these Terms shall have the following meanings:
– ‘Company’, ‘we’, ‘us’ and ‘our’ means the company icouturiers SAS having a registered place of business at 66 Avenue des Champs-Élysées, 75008, Paris, France, the company registration number is 905 064 150, and the VAT number FR 84905064150;
– ‘Marketplace’ means the e-commerce marketplace available at https://www.icouturiers.com, the related software and services, except for third-party products and services;
– ‘Terms’ means these icouturiers Sellers Terms and Conditions, including all documents implemented by reference thereto;
– ‘Sellers’ means individuals or entities registered on the Marketplace in order to offer the Services and the Consultations through the Marketplace;
– ‘Seller Account’ means an account registered by the Sellers on the Marketplace allowing Sellers’ access to the full functionality of the Marketplace;
– ‘Buyers’ means individuals or entities registered on the Marketplacein order to order the Services and the Consultations through the Merketplace;
– ‘Contractors’ means, collectively, the Buyers and the Sellers entering into the Service Contracts through the Marketplace;
– ‘Users’ means the Buyers, the Sellers and other individuals or entities not registered on the Marketplace, but accessing and browsing on the Marketplace;
– ‘Garments’ means the clothing items, footwear and accessories made available by the Sellers through the Marketplace;
– ‘Designs’ means the fashion designs made available by the Sellers through the Marketplace;
– ‘Stylings’ means the fashion stylings made available by the Sellers through the Marketplace;
– ‘Home Textiles’ means home textile articles made available by the Sellers through the Marketplace;
– ‘Supplies’ means fabrics, leather hides, sewing and leather tools, and other sewing and design supplies made available by the Sellers through the Marketplace;
– ‘Alterations’ means modifying the Garments, the Home Textiles, the Designs and the Stylings that the Buyer owns or that have been delivered to the Buyer by the Seller as a result of the Service Contract;
– ‘Remakes’ means making new Garments, Home Textiles, Designs and Stylings instead of the Garments, the Home Textiles, the Designs and the Stylings that have been delivered by the Seller to the Buyer;
– ‘Consultations’ means advice provided by the Sellers to the Buyers via the Internet as means of communication related to the Services know-how;
– ‘Services’ means the services provided by the Sellers through the Marketplace, including, without limitation, the Styling and Design services related to the Garments and the Home Textiles, custom-made tailoring of the Garments and the Home Textiles, crocheting, knitting or macrame of the Garments and the Home Textiles, the Alterations and the Supplies;
– ‘Service Contract’ means service contracts for the Services and the Consultations concluded by and between the Buyers and the Sellers through the Marketplace;
– ‘Fees’ means service charges payable by the Buyers to the Sellers through the Marketplace for each Service Contract;
– ‘Transaction Fee’ means the fees payable by the Sellers to the Company representing a percentage of the Fees payable by the Buyer for each Service Contract concluded through the Marketplace;
– ‘Subscription Fee’ means the fees payable by the Sellers to the Company on a monthly basis for the right to access to and use the Marketplace;
– ‘Payouts’ means Sellers’ net proceeds remaining after the deduction of the Transaction Fee from the Fees;
– ‘Seller Content’ means any content uploaded or submitted by the Sellers through the Marketplace;
– ‘Company Content’ means any content available on the Marketplace owned by the Company, its partners, agents, licensors, vendors, and/or other content providers;
– ‘Confidential Information’ means any information made available by and between the Buyers and the Sellers on the Marketplace; and
– ‘Payment Processor’ means third-party payment processor Stripe Inc. responsible for processing payments through the Marketplace and any other third-party payment processors that may be made available by the Company from time to time.
In these Terms, words in the singular form include the plural meaning and words in the plural form include the singular meaning. These Terms apply to any User of the marketplace whether Seller, Buyer or not.
1. GENERAL INFORMATION
1.1 About the Marketplace. The Marketplace is an online marketplace that allows the Buyers to book the Services and the Consultations provided by the Sellers and conclude the Service Contracts with the Sellers. The Marketplace serves as a reference point that facilitates the communication between the Sellers and the Buyers. The Company is not a party to the Service Contract and the formation of the Service Contract does not create employment, partnership, joint venture, or other service relationships between the Contractors and the Company. Unless otherwise provided in the Terms, the Company does not intervene into the communication between the Contractors as well as negotiation, conclusion, and execution of the Service Contracts. The Company reserves the right to limit the use of the Marketplace in certain countries and territories.
1.2 License to use the Marketplace. The Company grants to the Sellers a personal, revocable, non-exclusive, non-transferable and limited license to use the Marketplace and provide the Services and the Consultations through the Marketplace pursuant to these Terms.
1.3 Minors. The Marketplace is not marketed and should not be used by persons under the age of 18. The Buyers holding parental responsibility for a child (e.g., parents or legal guardians) can order the Services and the Consultations for their minor children. However, we do not permit children under the age of 18 to make such orders themselves. The Sellers are not allowed to provide the Services and the Consultations through the Marketplace if the Sellers, Sellers’ contractors, or any persons acting on behalf of the Sellers are minors in their jurisdiction.
1.4 Disclaimer. Although the Company regularly monitors the information available on the Marketplace, the Company cannot guarantee the accuracy, reliability, currency, relevance, and completeness of the information available on the Marketplace, neither provided by the Company nor by the Buyers, the Sellers, or third parties.
1.5 Third-party links and advertising. The Marketplace may contain links to websites, applications, and other online sources owned and operated by third parties. The Marketplace may also feature information and advertisements provided by the Buyers, the Sellers, and third parties. We are not responsible or liable in any manner for the content of such third-party links, information, and advertisements, as well as the security and privacy practices deployed by the operators of third-party websites. Sellers should exercise due diligence before clicking on any of such third-party links or advertisements.
1.6 Support. Sellers’ requests for customer support should be addressed to us by email at firstname.lastname@example.org.
1.7 Privacy and other relevant terms. The below-listed documents also govern Sellers’ access and use of the Marketplace; they should be read and interpreted together with these Terms:
1.7.2 General Terms and Conditions available at https://www.icouturiers.com/policy/terms-of-service;
1.7.3 Buyers Terms and Conditions available at https://www.icouturiers.com/policy/return-policy that govern Buyers’ use of the Marketplace;
1.7.4 Specific terms and conditions agreed upon by the Contractors under the Service Contracts (e.g., specifics of the Garments or the Home Textiles, delivery times, and fees); and
1.7.5 Other individual terms and conditions sometimes made available by us through the Marketplacefrom time to time.
2. THE SELLER ACCOUNT AND COMMITMENTS
2.1 Registration of the Seller Account. In order to use the full functionality of the Marketplace, the Seller must register the Seller Account. The Seller Account is not transferable and the Seller is solely responsible for any activities occurring through the Seller Account. By registering the Seller Account on the Marketplace, the Seller acknowledges, agrees, and warrants that:
2.1.1 When providing the Services and the Consultations, the Seller will comply with these Terms, the terms of the Service Contracts, and all applicable local, state, national and foreign laws, treaties, and regulations;
2.1.2 The Seller shall devote Seller’s working time, attention, knowledge, and skills to Buyer’s interests while completing the Services and the Consultations and shall do so in good faith, with best efforts, and to the reasonable satisfaction of the Buyer;
2.1.3 The Seller will provide only true, accurate, complete, and up-to-date personal data and other information;
2.1.4 The Seller is eligible for concluding legally binding contracts;
2.1.5 The Seller is authorized by an entity the Seller represents (if any) to create the Seller Account.
2.2 Security of the Seller Account. The Seller is solely responsible for maintaining the confidentiality of the Seller Account, including keeping secure Seller’s login details and passwords. By using the Marketplace, the Seller agrees to immediately notify the Company about allegedly unauthorized use of the Seller Account or any related security breach. The Seller must use secure Internet connection and protected networks while using the Marketplace. The Company will not be liable for any loss or damage resulting from Seller’s failure to comply with these security obligations.
2.3 Deletion of the Seller Account. At any time, the Seller may delete the Seller Account through the dashboard or by sending a request directly to the Company, in which case these Terms shall terminate.
2.4 Suspension and termination of the Seller Account. The Company reserves the right to suspend or terminate any Seller Account if, at our sole discretion, we have grounds to believe that Seller’s use of the Marketplace seriously and repeatedly breaches these Terms. We may also suspend or terminate any Seller Account upon a lawful request of a public authority.
2.5 Confidential information. Any information made available to the Sellers through the Marketplace is of confidential nature. The Sellers must at all times (i) keep confidential and not disclose to any person any of the Confidential Information and (ii) only use such Confidential Information for the purposes of providing the Services and the Consultations to the respective Buyers. To the extent the Seller feels that the Seller needs to disclose the confidential information, the Seller may do so only after being authorized in writing by the disclosing party. If any of the confidential information has been endangered, the Seller shall immediately notify the disclosing party of the same.
2.6 Authorization. The Sellers are responsible for obtaining all necessary authorizations, certificates, undergoing verifications, and acquiring professional liability insurance policies enabling Sellers’ use of the Marketplace and rendering the Services and Consultations. The Company is not responsible in any manner and bear no liability for Sellers’ activities carried out through the Marketplace without such authorization.
2.7 Insurance. The Sellers are strongly encouraged to (i) obtain appropriate insurance related to the Services and Consultations provided by them and (ii) make sure that the terms and conditions of the insurance policy do not contravene to these Terms. If there is a conflict between these Terms and an insurance policy obtained by the Seller, these Terms shall prevail.
2.8 Sub-contractors. The Seller is entitled to appoint sub-contractors for performing the Services and the Consultations, provided that the Seller shall remain solely responsible for the quality of the Services and the Consultations.
2.9 Illness or injury. In the event the Seller is unable to perform the Services and the Consultations due to illness or injury, the Seller shall notify the Buyer of the same within three (3) calendar days or as soon thereafter as reasonably possible and adjust its availability settings through the Marketplace without undue delay.
2.10 Location. The Seller agrees that the Services and the Consultations shall be rendered at Seller’s premises or at such other places as required for performance of the Services and the Consultations. All communication with regard to the Services and the Consultations shall be carried out remotely, through the Marketplace, including providing the information relevant to the Service Contract.
2.11 Identity and location verification. The Company reserves the right, but is not under obligation, to verify the Seller Account, including, without limitation, verifying the identity, location, payment methods, and email addresses, during the registration of the Seller Account or from time to time thereafter. The verification may include requesting official documents (e.g. government issued ID) confirming Seller’s identity, location and authorization to act on behalf of a business entity or registration, or an incorporation card if the Seller is a business entity. The Seller agrees to supply to the Company the requested information to keep the Seller Account active. The Company reserves the right to temporarily suspend the Seller Account during the verification process and terminate the Seller Account if the verification fails.
3. FEES, PAYMENTS, DELIVERY AND RETURNS
3.1 The Fees. The Sellers are solely responsible for (i) defining the Fees applicable to the Services and the Consultations provided by them and (ii) communicating the Fees to the Buyers through the Marketplace. The Fees are subject to the Transaction Fee as provided hereunder; the Fees featured on the Marketplace include Value Added Tax, the Payouts and the Transaction Fee. The Fees paid by the Buyers through the Marketplace constitute the entire amount payable for the ordered Services and Consultations and the Sellers must not charge the Buyers any additional Fees for the said Services and Consultations, unless agreed otherwise with the Buyers. No Fees can be accepted outside the Marketplace.
3.2 The Discounts. The Sellers are entitled, but have no obligation, to provide discounts for the Fees. The discounts must be clearly indicated on the Marketplace, at the respective Seller’s profile.
3.3 The Transaction Fee. Sellers’ use of the Marketplace is subject to the Transaction Fee. The Transaction Fee rates and payment terms related thereto are made available on the Marketplace. The Transaction Fee is deducted by us automatically from the Fees paid by the Buyers. By concluding a contract with the Company on the basis of these Terms, the Sellers allow the Company to deduct the Transaction Fee from all Fees payable by the Buyers in accordance with these Terms and the terms and conditions in force at the moment the Service Contract is concluded. The Transaction Fee rates remain valid for as long as they are indicated on the Marketplace. The Transaction Fee rates are subject to a change with or without a prior notice. Any changes to the Transaction Fee rates will be made available on the Marketplace and, if necessary, the Company will request the Sellers to provide their consent to the amendments of the Transaction Fee rates.
3.4 The Subscription Fee. The Sellers’ access and use of the Marketplace is subject to the Subscription Fee. The Subscription Fee rates and payment terms related thereto are made available on the Marketplace. The Subscription Fee is deducted by us automatically once a month. By concluding a contract with the Company on the basis of these Terms, the Sellers allow the Company to deduct the Subscription Fee every month in accordance with these Terms. The Subscription Fee rates remain valid for as long as they are indicated on the Marketplace. The Subscription Fee rates are subject to a change with or without a prior notice. Any changes to the Subscription Fee rates will be made available on the Marketplace and, if necessary, the Company will request the Sellers to provide their consent to the amendments of the Subscription Fee rates.
3.5 The Payouts. The Payouts are Seller’s proceeds after the Transaction Fees have been deducted from the Fees paid by the Buyers for each Service Contract. The Payouts are kept on hold with the relevant Payment Processor and are released to the Seller’s account registered with the Payment Processor upon completion of the Service Contract. The Service Contract is deemed complete, when the all of the following conditions are satisfied (i) the Service or the Consultation are successfully completed, (ii) the Service or the Consultation are delivered to the Buyer, and (iii) the Buyer confirms that the Service or the Consultation is in line with the agreed conditions of the respective Service Contract with the Seller.
3.6 Taxes. Unless otherwise stated by Sellers in the schedule of the Fees, the Fees include all applicable taxes (e.g., VAT and sales taxes), levies, or duties imposed by taxing authorities. The Sellers are responsible for paying all applicable to them taxes, levies, and duties under the Service Contracts.
3.7 Technical steps to conclude Service Contract with the Buyer. The Seller cannot contact the Buyer without the Buyer initiating the contact first, unless a successful transaction has taken place before or the Buyer has contacted the Seller earlier. In those cases, the Seller can either find the order in the orders list and click ‘Message’ or find the chat in the Inbox to initiate a discussion. The Buyer has three options to contact the Seller first, namely: (i) click ‘Contact Seller’ to start the chat and ask general questions; (ii) click ‘Request To Book’ to start negotiation about a specific service; or (iii) click ‘Buy Now’ to buy a specific service (whichever relevant). The Sellers are requested to respond to the contact requests made by the Buyers as soon as reasonably possible. To ensure the best possible Buyer’s experience on the Marketplace, we kindly request the Sellers to answer questions or negotiation requests from the Buyers within 48 hours from the Buyer’s request. Subject to successful negotiations between the Buyer and the Seller, the Seller can choose to create an offer by clicking ‘Create Offer,’ filling-in details and submitting the offer to the Buyer. The Buyer can decline the offer by clicking ‘Decline’ or accept the offer by clicking ‘Buy Now’. If an offer is accepted, the Buyer must (i) fill-in delivery address, (ii) provide the details of the recipient, (iii) provide payment information, (iv) click ‘Pay Now’ and (v) wait until confirmation of the successful order is displayed. Upon confirmation of the order, the Company will pre-authorise the Fees through the Buyer’s payment method, (i) the respective Buyer will be charged the applicable Fees, (ii) the Company will be entitled to deduct the Transaction Fee from the Fees, and (iii) the Payouts, remaining after the deduction of the Transaction Fee, will be placed on hold with the relevant Payment Processor until successful completion of the Service Contract. The Seller will receive a confirmatory email containing the information about the order. The Payouts are released to the Seller by the Buyer or the Company upon successful completion of the Service Contract. Service Contract is deemed complete, when the conditions listed in section 3.5 are satisfied. Should Buyer’s payment method be rejected or payment cancelled for any reason whatsoever, Buyer’s order shall not be reserved and will automatically expire.
3.8 Transfer of funds. After successful completion of the Service Contract, the Company or the Buyer will release the Payouts (i.e., the Fees minus the Transaction Fee) to the Seller’s account registered with the Payment Processor within 1 week from the completed Service Contract by using the Payment Processor, provided that the Payment Processor processes payments in a timely manner; we are not responsible for delays caused by the Payment Processor. The Sellers are responsible for paying any and all applicable transfer costs charged by the payment processor. The Seller hereby acknowledges and agrees that:
3.8.1 Any payment made by the Buyer to the Seller through the Marketplace shall be considered as payment by the Buyer directly to the Seller;
3.8.2 The Seller will not charge the Buyer any additional fees for the ordered Services and Consultations, unless agreed otherwise between the Buyer and the Seller;
3.8.3 The Company accepts payments from the Buyers as a limited payment collection agent and the Company is not a payment service provider;
3.8.4 Company’s obligation to transfer the Payouts to the Sellers is subject to and conditional upon successful completion of the Service Contracts and receipt of the associated payments of the Fees from the Buyers;
3.8.5 The Company is not responsible for transferring the funds to the Sellers that have not been successfully obtained from the Buyers; and
3.8.6 The Company is entitled to charge the Transaction Fee on any Fees paid under the Service Contracts.
3.9 Suspension of transfer of funds. The Company reserves the right, as deemed appropriate and in its sole discretion, to suspend the Payouts of other funds to the Sellers if any of the following occurs:
3.9.1 The Company requires additional information or verification from the Seller (e.g., tax information or proof of identity);
3.9.2 The Company has a reason to believe the Fees or the Service Contract may be subject to dispute or chargeback;
3.9.3 The Company suspects that the Seller has engaged in fraud through the Marketplace or violated any of its Terms; or
3.9.4 The Company deems it necessary in connection with investigation or upon request of a public authority.
3.10 Reimbursement. The Company reserves the right, to the extent permitted by the applicable law, to seek reimbursement from the Seller or use other remedies available under the applicable law, if any of the following occurs:
3.10.1 The Company suspects that the Seller engaged in fraud associated with payments, withdrawals, or the Service Contracts;
3.10.2 The Company discovers that the Service Contract is erroneous or duplicated; or
3.10.3 The Company receives a chargeback from the Seller’s payment method, provided that the Company has complied with its obligations under these Terms.
3.12 Invoices. The invoices for the Transaction Fee, the Subscription Fees, and other fees charged by the Company are generated automatically and are available to view on Seller’s dashboard. The Sellers are responsible for making sure that all information in respect to the Seller Account is accurate and up-to-date so that the invoices could be generated correctly. The Company accepts no responsibility if the invoices are erroneous due to Seller’s failure to comply with these Terms.
3.13 Expenses. Unless agreed otherwise with the Buyers, the Seller agrees to cover all reasonable expenses incurred in relation the Services and the Consultations, including, without limitation, expenses related to equipment, fabrics, design materials, and workforce.
3.14 Transaction limits. To ensure the security of the Marketplace, we may impose transaction limits with regard to the value or number of transactions within a certain period of time. We will not be liable to the Seller if we do not approve a transaction that would exceed the limit established by us.
3.15 Delivery. The Sellers must arrange for the Garments, the Home Textiles, the Supplies, some Designs and some Stylings to be delivered to the delivery address that the Buyer specifies during the checkout process and advise the Buyers about associated costs before the shipping occurs (except if shipping Alterations, as specified in section 6.4). The delivery is carried out by third-party shipping providers to the countries indicated by the Seller. Any applicable shipping charges must be calculated and advised to the Buyer by the Seller prior to shipping. After the Garments, the Home Textiles, the Supplies, the Designs and the Stylings have been dispatched, the Seller must arrange a shipment confirmation message to be sent to the Buyer via the Marketplace with a tracking number within 24 hours and an estimated delivery time. If the Buyer has not received the ordered Garments, Home Textiles, Supplies, Designs and Stylings during the specified delivery times, the Buyer is entitled to contact the Seller or the shipping provider that was used to ship the order. Some Designs, Stylings and Consultations can be delivered remotely, via the Internet as means of communication. The Sellers and the Buyers should agree mutually on the suitable channel for the delivery.
3.16 Buyer’s right of withdrawal. If the Buyer uses the Marketplace as a consumer (i.e., a person acting wholly or mainly outside the scope of their trade, business, or profession), in some limited cases, the Buyer has the right to withdraw from the Service Contract within the period of 14 days after the Service Contract was concluded, unless the provision of the Services and Consultations was completed. In most cases, the Buyer will not be able to exercise the right of withdrawal because the Garments are custom-made and, therefore, clearly customized. If the Buyer acts as a business, trader, or use the Marketplace for professional purposes, the Buyer is not entitled to exercise the Buyer’s right of withdrawal.
3.17 Seller’s right of withdrawal. If the Seller acts as a business, trader, or use the Marketplace for professional purposes, the Seller is not entitled to exercise Seller’s right of withdrawal.
3.18 Return shipping costs. In an event of a return, unless agreed otherwise with the Seller, the Buyer will cover all reasonable shipping expenses incurred in relation to the return shipping of the Garments, the Home Textiles, the Supplies, the Designs and the Stylings.
4. CANCELLATION OF ORDERS AND PENALTIES
4.1 To ensure that the Buyer is satisfied with the Buyer’s use of the Marketplace, the Buyer is provided with a possibility to cancel the Buyer’s orders and request a refund, subject to the terms of sections 4 and 5.
4.2 Refunds are provided if the Buyer submits a cancellation request for the Buyer’s order and it is approved by the Seller. In such a case, a refund equal to the pre-authorized Fees is issued (except the Transaction Fee, Transaction Fee is non-refundable) for the respective order within commercially reasonable time, but no later than 14 days, provided that the Payment Processor processes the Buyer’s refunds in a timely manner; we are responsible for delays caused by the Payment Processor.
4.3 If the Buyer would like to cancel the Buyer’s order, the Buyer has to contact the respective Seller and request a cancellation. The Seller must respond to the Buyer’s request as soon as possible but no later than 5 calendar days from the date of the request.
4.4 The Transaction Fee is not refundable and the Transaction Fee will be deducted from the refunded Fees, if the approval was granted to the Buyer’s order.
4.5 To ensure the security of payment transactions, the Fees are refunded by using the Payment Processor used by the Buyer initially.
4.6 If the Seller cancels Buyer’s order after the confirmation of the order and no reasonable extenuating circumstances are provided by the Seller to the Company, the amount equal to the Transaction Fee for the respective order will be debited from the Seller Account or, if no sufficient funds are available in the Seller Account, the Company will submit a request to charge Seller’s payment method. The Sellers must arrange the refund of the Fees to the Buyer without undue delay but no later than 14 days after the date of cancellation, provided that the Payment Processor processes the Buyers’ refunds in a timely manner; we are responsible for delays caused by the Payment Processor.
4.7 The Company reserves the right to charge the Seller a penalty, in its sole discretion, or take other corrective measures, including, but not limited to, (i) publishing information about the cancelled order on the Seller Account, (ii) limiting or disabling Seller’s access to the Marketplace for further orders for a limited period of time, or (iii) suspending or disabling Seller’s use of the Marketplace. The Seller will be notified about the potential penalties or corrective measures prior to taking corrective measures. When assessing the application of a penalty, the Company reserves the right but is not under any obligation to take into account the extenuating circumstances related to the Buyer’s order cancelled by the Seller.
4.8 The Seller shall not be liable for orders that are cancelled due to the circumstances outside Sellers’ reasonable control, such as the force majeure events, including, but not limited to: acts of God; strikes; accidents; acts of war or terrorism; civil or military disturbances; nuclear or natural catastrophes and interruptions; pandemics; and water floods.
5. SERVICE CONTRACTS
5.1 Unless otherwise provided in the Terms, the Company does not intervene into the communication between the Contractors as well as negotiation, conclusion, and execution of the Service Contracts. Nevertheless, the Company reserves the right, at its sole discretion, to accept, refuse, place on hold or cancel the Service Contracts.
5.2 Company’s responsibilities with regard to the Service Contracts are limited to (i) facilitating the availability of the Marketplace and (ii) serving as the limited payment collection agent (and not a payment service provider) of each Seller for the purpose of accepting payments from the Buyers on behalf of the Seller. By using the Marketplace, the Seller acknowledges and agrees that the Sellers, and not the Company, are solely responsible for (i) accepting order requests made by the Buyer and (ii) rendering the Services and delivering the Consultations.
5.3 If the Contractors decide to enter into the Service Contract through the Marketplace, the Service Contract is the contractual relationship between the Contractors and the Contractors have complete discretion with regard whether to enter into the Service Contract and the agreed terms of the Service Contract. The Contractors acknowledge and agree that the Company is not a party to the Service Contract and the formation of the Service Contract does not create employment, partnership, joint venture, or other service relationships between the Contractors and the Company. The Contractors may enter into any agreements as they deem to be appropriate (e.g., a confidentiality or assignment agreements), provided that such agreements do not conflict with, narrow, or expand these Terms. If there is a conflict between these Terms and an agreement concluded between the Contractors, these Terms shall prevail.
5.4 The Company is not a party to the Service Contracts and, therefore, the Company will not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from the Service Contracts and any business transactions made between the Contractors as a result of the interactions through the Marketplace.
5.5 The Sellers are solely obligated to:
5.5.1 Ensure that they are qualified in providing the Services and Consultations featured through the Marketplace;
5.5.2 Prepare, negotiate, conclude, and execute the Service Contracts;
5.5.3 Pay all applicable taxes, levies, duties, and other fees associated with payments made under the Service Contracts; and
5.5.4 Cooperate with the Company in any audits by providing information and records about the Service Contracts, drawings, stylings images, fabrics samples, leather hides samples, tools samples, consultations content, invoices, tax returns, and other financial reports and documents issued under the Service Contracts and requested by the Company.
5.6 All communication between the Sellers and the Buyers, including enquiries and negotiation of the Service Contracts, should be carried out through the Marketplace. The Sellers are not allowed to communicate with the Buyers outside the Marketplace, including without limitation, exchanging contact details (e.g., phone numbers, email addresses, addresses, social media information), information related to communication tools and software (e.g., Skype, WhatsApp, Wechat, Telegram, and Zoom), information about payment methods (e.g., Stripe accounts, bank account, credit card numbers, and Stripe details), and any forms or links related thereto. The Company reserves the right, at its sole discretion, to suspend or terminate the Seller Account or the Seller’s access to the Marketplace upon violation of this section 5.6.
5.7 The Company is not responsible for any disputes that arise between the Contractors, nor is it obliged to receive or process complaints against the Users of the Marketplace or resolve disputes between the Contractors, unless the complaint concerns the performance of Company’s legal or contractual obligations under these Terms.
5.8 The Buyers are entitled to leave a review of the Sellers from whom they have purchased the Services and the Consultations. If the functionality of the Marketplace permits it, the Buyer may upload a photo of the Garments, the Home Textiles, the Supplies, the Designs and the Stylings that they have received. We reserve the right to remove reviews that violate acceptable use policy outlined in section 8, our other policies, and the Terms.
6. THE SERVICES AND THE CONSULTATIONS
6.1 The Sellers shall use reasonable efforts to display colours, images, information, details and other specifications of the Services and the Consultations accurately. The Seller further agrees to provide use, wear and care instructions with each Garment, Home Textile, Design, Styling and Supplies. The Seller is entitled to change the seams and the design of the Garments, the Home Textiles, the Designs or the Stylings as demonstrated on the Marketplace to fit the Buyer with a prior notification to and agreement with the Buyer (e.g., the number and position of buttons or their design).
6.2 ‘Impeccable fit’ guarantee. The Sellers should aim to offer, but is under no obligation to offer, an ‘Impeccable Fit’ guarantee for custom-made Garments, Home Textiles, Designs and Stylings which allows the Buyer to request an adjustment of the item or a new item if the item ordered by the Buyer does not fit in any way whatsoever within 7 calendar days from the receipt of the ordered item. The Seller is entitled to refuse an Impeccable Fit request if (i) the Buyer contacts the Seller later than 7 calendar days from the receipt of the ordered item, (ii) the Buyer has removed swing tags, or (iii) the item has been altered by a person other than the Seller. The ‘Impeccable Fit’ guarantee is valid only to the Garments, the Home Textiles, the Designs and the Stylings.
6.3 Alterations. Alterations are custom-made in accordance with the measurements and instructions provided by the Buyer for the Garments, the Home Textiles, the Designs and the Stylings. Some of the Garments, Home Textiles, Designs or Stylings may require adjustments that can be handled by completing the Alterations; in this event, the Buyer will ship the Garment, the Home Textile, the Design or the Styling to the Seller for the Alteration. The Buyer will need to (i) choose the shipping provider, (ii) arrange for shipping and pay all related shipping and custom costs and taxes, (iii) wait until the Alteration is completed and the Seller ships the Garment, the Home Textile, the Design or the Styling back to the Buyer. Each Service Contract for the Alterations includes 1 Alteration for each Garment, Home Textile, Design or Styling. If another Alteration is necessary for the same Garment, Home Textile, Design and Styling, the Buyer must conclude a new Service Contract with the same Seller or another Seller, both subject to the Fees. The Design or Styling can be sent to the Seller via electronic means, if deemed convenient by the Contractors.
6.4 Faulty Services and Consultations, and Refunds. If the Service or the Consultation does not meet the specifications under the Service Contract or the Service or the Consultation are clearly faulty, the Buyer may contact the Seller within 14 calendar days from the receipt of the Service or the Consultation and:
6.4.1 Request a refund as described above;
6.4.2 Request a reduction of the Fees; or
6.4.3 Request to replace the Service or the Consultation with the same non-faulty Service or Consultation or similar Service or Consultation.
The Seller must report to the Company all refund requests received from the Buyer. If the Seller agrees, the Seller can grant a refund. The Seller is entitled to request the Buyer to return the item ordered under the Service Contract to the Seller. The Buyer will cover all reasonable shipping expenses incurred in relation to the return shipping of the Garments, the Home Textiles, the Supplies, the Designs and the Stylings. No refund can be granted if the items have been previously used, worn, damaged or altered by the Buyer or another person.
6.5 Delivery of the Services and the Consultations. The Seller agrees to advise the Buyer about shipping costs before arranging the shipment and to arrange for the Garments, the Home Textiles, the Designs or the Stylings to be delivered to the delivery address specified by the Buyer during the checkout process, in accordance with the delivery times, shipping providers, and terms and conditions specified under the Service Contract. Any applicable shipping charges must be included in the Fees. The Seller must (i) inform the Buyer that the order is dispatched through the Marketplace as soon as the order is dispatched and (ii) provide a proof of dispatch (e.g., a tracking number) within 24 hours from the time of dispatch. The Company is not responsible (i) for and does not reimburse delivery fees, any customs fees and taxes applied to the packages containing the Services and (ii) for the Services that were damaged during shipment. Various remote delivery methods (e.g., Internet means of communication) for the delivery of the Consultations must be offered by the Seller.
6.6 Abandoned Services and Consultations. In the event that the Services or the Consultations (i) cannot be delivered to the Buyer due to Buyer’s fault or (ii) the Buyer does not collect the Garments, the Home Textiles, the Supplies, the Designs and the Stylings from the delivery provider within the relevant time period, (iii) the Buyer misses the agreed time and date of the Consultation without informing the Seller and no extenuating circumstances are provided (whichever relevant), the actual costs of re-delivery may be charged to the Buyer, the Sellers may dispose the Services at their sole discretion and disregard the Consultations; the Sellers shall not be held liable for any loss or damage that the Buyer may suffer as a result of the disposal of the Services and the Consultations. Below are examples of situations where a failure to deliver is considered to be the Buyer’s fault:
6.6.1 The Buyer provided the wrong address for delivery;
6.6.2 There is a mistake in the address for delivery that was provided by the Buyer;
6.6.3 The address for delivery is not reasonably or safely accessible;
6.6.4 If in-person receipt is not required, there is no easy and secure means of leaving the Garments, the Home Textiles, the Supplies, the Designs and the Stylings at the address for delivery and there is no person available to accept the delivery;
6.6.5 If in-person receipt is required, there is no person available to provide a signature; or
6.6.6 The Buyer has not attended the Consultation at the agreed time, date and means of communication, and no reasonable extenuating circumstances were provided.
6.7 Prohibited items. The Sellers are not allowed to offer the following items on the Marketplace:
6.7.1 Items that are prohibited by the applicable law;
6.7.2 Items other than the Garments, Home Textiles, Supplies, Designs, Stylings, Alterations and Consultations;
6.7.3 Counterfeit items;
6.7.4 Items that violate intellectual property laws of others;
6.7.5 Worn or used items;
6.7.6 Items that do not comply with hygiene standards;
6.7.7 Uniforms and accessories related to Nazism and fascism;
6.7.8 Sexually explicit items;
6.7.9 Items made of animal fur, reptile skin, shells, or ivory;
6.7.10 Disposable items; and
6.7.11 Items that display or promote violent behavior, discrimination, hate speech, crime, and terrorism.
7. INTELLECTUAL PROPERTY
7.1 When the Seller uses the Marketplace, the Seller may upload and submit the Seller Content, such as photos, text, descriptions of Seller’s business activities, messages, videos, links, reviews, and files. Some of the Seller Content may become available to other Users of the Marketplace (e.g., the Buyers will be able to see some of the Seller Content through the Seller profile). Therefore, we request the Seller to (i) exercise Seller’s due diligence when uploading the Seller Content to the Marketplace, (ii) not to make any sensitive information publicly available to other Users of the Marketplace, and (iii) to make sure that, by uploading the Seller Content to the Marketplace, the Seller complies with these Terms.
7.2 By uploading the Seller Content to the Marketplace, the Seller grants us unrestricted, sub-licensable, royalty-free, perpetual, and irrevocable rights to use, distribute, advertise, adapt, remix, modify, publicly display, publicly perform, excerpt, prepare derivative works of, and reproduce the Seller Content for the purposes of operating the Marketplace and carrying our legitimate business interests.
7.3 The Seller agrees not to submit the Seller Content that violates these Terms or any applicable laws, including intellectual property rights of others and the Seller agrees to pay all royalties, fees, and any other monies applicable to the Seller Content.
7.4 The Seller understands and agrees that, in order to ensure the security of the Marketplace, we may, but have no obligation to, monitor or review the Seller Content. We reserve the right, at our sole discretion, to refuse to upload, modify, delete, or remove the Seller Content, in whole or in part, that violates these Terms or may harm the reputation of the Marketplace. However, the Seller remains solely responsible for the Seller Content.
7.5 The Seller is not allowed to make publicly available personal data of persons who have not provided the Seller with their prior written authorization or consent to share that personal data (e.g., the Seller cannot publish name, photos, videos, and contact details of a person who has not allowed the Seller to do so) through the Seller Content.
7.6 The Seller Content includes Seller’s personal views and recommendations. None of the Seller Content reflects our views, recommendations, endorsement, or any commitments related thereto.
7.7 Most of the Company Content is owned by us, our partners, agents, licensors, vendors, and/or other content providers. The Company Content includes, but is not limited to, text, images, audio-visual content, source code, trademarks, service marks, trade names, graphics, and button icons. The Company Content is protected by the applicable intellectual property laws and international treaties. The Seller is not allowed, without obtaining prior written authorization from us, to copy, distribute, make available, disassemble, make alterations, decompile, reverse engineer, translate, adapt, rent, loan, use, lease or attempt to grant other rights to the Company Content to third parties, or use any manual or automated means to scrap any content available on the Marketplace.
7.8 The Seller may not use our brand, the word or figurative trademarks associated with the Marketplace or third-party trademarks without prior consent of a trademark owner. The Seller is not allowed to use such brands and trademarks in any way that suggests that we sponsor, endorse, or associate with the Seller without obtaining prior written consent from us.
7.9 Some of the intellectual property assets, such as the Seller Content, the Buyer’s content, and third-party trademarks, featured on the Marketplace may be owned by the Sellers, the Buyers and third parties. Such third-party intellectual property does not belong to us and it remains the sole property of the respective third-party proprietors.
8. ACCEPTABLE USE POLICY
8.1 When using the Marketplace, the Seller is required to follow our acceptable use policy outlined in this Section 8. We work closely with law enforcement and we report any inappropriate content that may infringe applicable laws. The Seller is not permitted to use the Marketplace in any manner that substitutes or contributes to the following activities (the list is representative and not exhaustive):
8.1.1 Any unlawful activity, including violation of any laws, statutes, ordinances, or regulations;
8.1.3 Provision of false, inaccurate, or misleading information;
8.1.4 Harassment or interference (e.g., driving away Seller’s business or click fraud);
8.1.5 Dissemination of information that may result in injuries and physical harm;
8.1.6 Discrimination against people based on their race, colour, ethnicity, religion, origin, gender, and other personal attributes;
8.1.7 Posting of the Seller Content that depicts or incites others to commit acts of violence;
8.1.8 Provision of the Seller Content that depicts children or may cause emotional distress to children;
8.1.9 Gambling, including contests, lotteries, games of chance, bidding fee auctions, sports forecasting or odds making, Internet gaming, fantasy sports leagues with cash prizes, and sweepstakes;
8.1.10 Spreading of religious content;
8.1.11 Spreading of hate speech;
8.1.12 Spreading of malware (e.g., viruses, worms, Trojan horses), spam, and other illegal messaging;
8.1.13 Spreading ethnically, racially, or otherwise objectionable information;
8.1.14 Spreading sexually explicit, libellous, harassing, defamatory, abusive, profane, vulgar, threatening, hateful, obscene behaviour and terrorism-related content;
8.1.15 Advertising or encouraging the use of tobacco, alcohol, and any illegal substances;
8.1.16 Copying, distributing, renting, reselling, modifying, compromising, damaging, disabling, impairing, and overburdening the Marketplace;
8.1.17 Interfering with or abusing other Users of the Marketplace;
8.1.18 Using bots, scripts, and other automated methods to scrape information from the Marketplace; and
8.1.19 Collecting and disclosing any information about other Users of the Marketplace.
8.2 Reporting inappropriate content. If the Seller thinks that some of the content available on the Marketplace is inappropriate, infringes these Terms, applicable laws, or Seller’s right to privacy, the Seller is invited to contact us immediately by email at email@example.com. If any content or User is reported as inappropriate, we will immediately delete the content from the Marketplace and investigate the conduct of the reported User.
8.3 By using the Marketplace, the Seller is solely responsible for Seller’s interactions with other Users of the Marketplace. The Seller acknowledges and agree that we do not conduct any checks of the qualifications, certification, skills, the validity and scope of the obtained insurance policies, and background of the Users. We make no representations or warranties as to the conduct of the Users.
9.1 We put reasonable efforts to ensure that the Marketplace is always accessible to the Seller. However, the availability of the Marketplace may be affected by factors, which we cannot reasonably control, such as bandwidth problems, equipment failure, acts and omissions of our third-party service providers, or force majeure events, including, but not limited to: acts of God; strikes; governmental action; Internet disturbance; accidents; acts of war or terrorism; civil or military disturbances; nuclear or natural catastrophes and interruptions; pandemics; and water floods. We take no responsibility for the unavailability of the Marketplace caused by such factors.
10. DISCLAIMER OF WARRANTIES
10.1 We provide the Marketplace on 'as available', 'as is', and 'with all faults' basis. To the extent permitted by the applicable law, we do not make any representations or warranties about the reliability, suitability, and accuracy, for any purpose, of the Marketplace, any content featured on the Marketplace, whether provided by us or by third parties, and hereby disclaim all warranties regarding the Marketplace and its operation.
10.2 It is Seller’s sole responsibility to verify and assess the fit for the purpose of the Marketplace prior to using it and to decide whether or not the Marketplace fits for the intended use.
10.3 By using the Marketplace, the Seller acknowledges that we may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of third-party suppliers may be outside of our reasonable control. To the maximum extent permitted by law, we exclude any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers.
11. LIMITATION OF LIABILITY
11.1 Unless otherwise excluded or limited by the applicable law, we will not be liable for any damages, including, but not limited to, incidental, punitive, special or other related damages, arising out or in connection with the Seller’s use of the Marketplace, any content made available through the Marketplace, whether provided by us, the Sellers, the Buyers, or by third parties, or any transactions concluded through the Marketplace. The Seller agrees not to hold us liable in respect of any losses arising out of any event or events beyond our reasonable control.
11.2 We will not be liable to the Seller or any other persons on whose behalf the Seller uses the Marketplace for any direct, indirect or consequential losses, which may be incurred by the Seller in relation to the Marketplace, such as direct and indirect loss of profits, loss of goodwill or business reputation, loss of opportunities, and loss of data.
11.3 We will not be liable to the Seller for any loss or damage, which may be incurred by the Seller as a result of:
11.3.1 Any reliance placed by the Seller on the completeness, accuracy or existence of any interaction carried through the Marketplace, content, information, recommendations, or advertising featured on the Marketplace, or as a result of any relationship or transaction between the Users of the Marketplace or advertisers and sponsors whose content appears on the Marketplace;
11.3.2 Any changes which we may make to the Marketplace, or for any permanent or temporary cessation in the provision of the Marketplace or any features thereof;
11.3.3 The deletion of, corruption of, or failure to store any of the Seller Content and other communications data maintained or transmitted by or through the Marketplace;
11.3.4 Seller’s failure to provide us with accurate information;
11.3.5 Seller’s communication and business or personal relationships with other Users of the Marketplace; and
11.3.6 Seller’s failure to keep Seller’s login details to the Seller Account secure and confidential.
11.4 This Section 11 shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
12.1 The Seller agrees to indemnify, defend and hold us, our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of Seller’s breach of these Terms, Seller’s use of the Marketplace, or Seller’s violation of any law or the rights of a third party.
13.1 In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, the validity and enforceability of the remaining provisions of the Terms shall not be affected as a result.
14. GOVERNING LAW AND DISPUTES
14.1 Governing law. These Terms shall be governed and construed in accordance with the laws of France, without regard to its conflicts of law provisions.
14.2 Disputes. The Seller agrees to resolve any disputes with us by means of negotiation with the Company. If the dispute cannot be resolved by means of negotiation, the dispute shall be submitted to the binding online arbitration, unless the applicable law permits otherwise.
14.3 Language. These Terms are written in English language. In the event these Terms would be translated into other languages, the English language version of the Terms shall prevail.
14.4 Alternative dispute resolution (ADR). If the Seller is based in the EU, the Seller can use an ADR body to resolve disputes with us. ADR body acts as an independent middleman between an Internet service provider and a customer when an initial complaint cannot be resolved. The Seller does not need (but may opt for) legal assistance or representation to take the Seller’s case to an ADR scheme. The ADR body investigates complaints by looking at consumer’s and Internet service provider’s arguments and comes to a decision it deems to be fair. More information on the online ADR Marketplace provided by the European Commission (for traders and consumers based in the European Union) is available at https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage.
15.1 Making Payments Through the Marketplace. The Seller hereby acknowledges and agrees that (i) all payments for the Service Contracts must be accepted through the Marketplace only, (ii) the Marketplace must be used as Seller’s exclusive method to request and receive payments, and (iii) Seller’s violation of this section 15.1 is a material breach of these Terms and, therefore, the Seller Account may be permanently suspended. The said obligation is valid at all times when the communication or transactions are carried out by and between the Sellers and the Buyers. By way of illustration, the Seller is not allowed to:
15.1.1 Offer, solicit, accept any offers or solicitations, contract, hire, pay, receive payments, or invoice the Buyers outside the Marketplace;
15.1.2 Request or issue an invoice for an amount lower than the actual agreed Fees; and
15.1.3 Refer the Buyers to third parties for making payments.
15.2 Not Sharing Contact Details. The Sellers must use the Marketplace as a sole manner of communicating before entering and during the Service Contract. A violation of this section 15.2 is a material breach of these Terms and, therefore, the Seller Account may be permanently suspended.
16.1 Terms and termination. The Terms enter into force on the date indicated at the top of the Terms and remain in force until updated or terminated by us or until the Seller stops using the Marketplace. The Company is entitled to terminate the Terms at any time, at its sole discretion, and with a prior notice to the Seller.
16.2 Amendments. We reserve the right to modify these Terms at any time, effective upon posting of an updated version on the Marketplace. Such amendments may be necessary due to the changes in the requirements of laws, regulations, new features of the Marketplace, or our business practices. We will send a notification to the Seller (if we have Seller’s email address) about any material amendments to the Terms that may be of importance to the Seller. The Seller is responsible for regularly reviewing these Terms. Seller’s continued use of the Marketplace after any changes shall constitute Seller’s consent to such changes. We also reserve the right to modify the services provided through the Marketplace and any feature of the Marketplaceat any time, at our sole discretion.
16.3 Breach of the Terms. If we believe, at our sole discretion, that the Seller’s use of the Marketplace violates these Terms and it is appropriate, necessary or desirable to do so, we may:
16.3.1 Send the Seller a formal warning;
16.3.2 Temporary suspend the Seller Account;
16.3.3 Delete the Seller Account;
16.3.4 Temporarily or permanently prohibit Seller’s use of the Marketplace;
16.3.5 Report the Seller to the relevant public authorities; or
16.3.6 Commence a legal action against the Seller.
16.4 Transfer of rights. The Seller is not allowed to assign Seller’s rights under these Terms. We are entitled to transfer our rights and obligations under these Terms entirely or partially to a third party by giving a prior notice to the Seller. It is Seller’s responsibility to make sure that the Seller reads our notices to stay informed. If the Seller does not agree to the transfer, the Seller can terminate these Terms with immediate effect by deleting the Seller Account and stopping to use the Marketplace.
16.5 Merger or acquisition. In the event the Company, during the term of these Terms, is acquired, merged, or sells all or substantially all of its assets, these Terms shall not automatically be terminated. Although the Company agrees to use its best efforts to ensure that the transferee or surviving company shall assume and be bound by the provisions of these Terms, the Company does not guarantee that the transferee or surviving company shall assume and be bound by the provisions of these Terms.
16.6 Waiver. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce any part of the Terms.
16.7 Entire agreement. These Terms, together with the documents referred to therein, represent entire agreement between the Seller and the Company regarding Seller’s relationship with the Company and supersede any other agreements.
Any of Seller’s questions and notices regarding these Terms should be addressed to the Company us by using the following contact details:
Postal address: 66 Avenue des Champs-Élysées, OCP Business Center 4, Paris, 75008, France.