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Terms & Conditions

FashionTrade.com B.V. is a company organised under the laws of The Netherlands. fashionTrade is registered in the Trade Register of the Dutch Chamber of Commerce under number 61400521. fashionTrade has its registered office at Sint Jorissteeg 2, 1012 XV Amsterdam. fashionTrade offers a B2B fashion marketplace (available via its website www.fashiontrade.com) and provides a number of services that enable fashion brands and retailers to buy and sell wholesale fashion digitally. In these Terms and Conditions, fashionTrade details the rights and obligations of the users of its services – Brands as well as Retailers – as well as the rights and obligations of fashionTrade.

  1. Definitions
    1. The capitalised terms in these Terms and Conditions are defined and have the meaning, either in the singular or the plural form, as detailed in this Article.
    2. Agreement: the agreement, entered into either by means of a written contract or online, between fashionTrade and a User.
    3. Brands: the Users of the Platform that produce and/or distribute fashion products under specific brand names.
    4. Brand Page(s): the page(s) on the Site, created by a Brand, showing the Products of that Brand by means of lookbooks and linesheets.
    5. Contact: the person that makes the registration as meant in Article 3.1 below on the User’s behalf.
    6. Data: the data that is provided by User on the Site, including the Platform, or as part or as a result of the Services.
    7. fashionTrade: FashionTrade.com B.V. as specified above.
    8. Fees: the sum of the respective defined fees within the Agreement.
    9. Intellectual Property Rights: any and all intellectual property rights and associated rights, including but not limited to copyrights, trademark rights, patent rights, design rights, trade name rights, database rights, and neighbouring rights, as well as rights to domain names and know-how.
    10. Match: the result of Users connecting to other Users on the platform. Can be either through User’s own actions or through platform recommendation.
    11. Material: the content posted by a User on the Site, such as but not limited to images and videos.
    12. Platform: the platform made available on the Site exclusively for Users, including any and all functionality that may be used by the User.
    13. Products: the fashion products of a Brand.
    14. Retailers: the Users of the Platform that make their business out of selling products to consumers.
    15. Retailer Page(s): the page(s) on the Site, created by a Retailer, including information about the look and feel of the Retailer’s physical store(s) and the products the Retailer offers.
    16. Services: the services as provided by fashionTrade, such as matchmaking, market insights and reporting, fashion editorials and newsletters, and any other services, as may change from time to time.
    17. Site: fashionTrade’s website www.fashiontrade.com on which the Platform can be accessed.
    18. T&C: these Terms and Conditions.
    19. Trading: the buying and selling of Product by Users on the platform.
    20. User: a Brand or a Retailer that entered into an Agreement.
  2. Application
    1. These T&Cs apply to all Users of the fashionTrade Site, including the Platform. fashionTrade may amend the T&Cs at any time and the amended T&Cs will become effective when made available on the Site. In the event the User cannot agree to the changed T&Cs, the User may terminate its use of the Platform as per the date of the amended T&Cs coming into force.
    2. fashionTrade explicitly rejects the applicability of any general terms and conditions of a User.
    3. In the event of a conflict between a provision of the Agreement and a provision of these T&Cs, the provision of the Agreement shall prevail.
  3. Registration, subscription and fees
    1. In order for a User to use the Platform, the Contact shall complete the online registration process on behalf of the User. Each Contact represents, warrants and agrees that he or she is authorised to legally represent the User and to act on its behalf and each User confirms that the Contact is authorised to legally represent the User. Furthermore, each Contact and each User agrees that any information provided to fashionTrade, whether submitted during the registration process or thereafter, is true, accurate, current and complete and that all information shall be maintained and update to keep it true, accurate, current and complete.
    2. fashionTrade may, in its sole discretion, refuse to offer access to or use of fashionTrade to any entity or person and may change its eligibility criteria at any time without notice.
    3. Upon registration, a Contact will receive a username and password for use on behalf of the specific User only. It is not allowed to share a username and password with any other person, or allow any other person to use it. Contacts are responsible for maintaining the confidentiality of the username and password, and Contacts and the Users they represent are fully responsible for all activities that occur under the given username or password. Each Contact and User agrees to immediately notify fashionTrade of any unauthorised use of a username or password or any other breach of security.
    4. The Subscription starts at the moment of registration by the Contact. Payment of the agreed Fee for the Subscription shall be by bank transfer to the bank account and within the payment term designated on the invoice.
    5. If a User does not comply with the payment terms set forth herein, use of the Site may be suspended upon fashionTrade’s discretion. If a User’s access to the Site is suspended, it will be reinstated within twenty-four (24) hours following payment of all outstanding Fees and any other payments due including, upon fashionTrade’s discretion, an advanced payment.
    6. Unless otherwise stated, all Fees are quoted and payable in Euros. Fees are stated without value added tax (VAT) and any other statutory taxes and government levies. All payments shall be made in full, including any applicable VAT and any other statutory taxes and government levies, without any 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 regarding trade agreements (“wettelijke handelsrente” as meant in Article 6:119a of the Dutch Civil Code) per month, accruing daily, from the due date until the date of full payment.
    7. In the event of late payment, fashionTrade is allowed, after having sent two reminders, to handover the amount owed to a debt-collecting agency or attorney. User shall be obliged to pay for the judicial and extrajudicial costs, with a minimum of EUR 250.
  4. Users material and data; privacy
    1. All Material and Data provided by a User must be true and in compliance with any applicable law and regulations as well as the Agreement and these T&Cs. The User hereby represents, warrants and agrees that it owns and/or has the right to use the Data and the contents embodied in any Material for the purposes as follow from the Agreement and these T&Cs and that such Material does not infringe on any third-party rights, including Intellectual Property Rights, or is unlawful, illegal, or otherwise inappropriate. The User shall indemnify fashionTrade against any third party claims in this respect and shall hold fashionTrade harmless, including reasonable legal fees. fashionTrade has the right, at its sole discretion, to screen, report or take action against non-compliant Material or any alleged non-compliant Material, in order to prevent any further damages while verifying any third party claim.
    2. The User expressly grants to fashionTrade a non-exclusive, non-revocable, worldwide, 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 the Site, and (ii) link from User’s page on the Site and display User’s Materials among related pages on the Site to allow other Users to have access to 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 the Site – without changing the content and character of what is displayed. All Materials remain User’s sole property. After termination of the Agreement, fashionTrade shall cease the use of the Materials, with the exception of parts of the Materials that are necessary for the purpose of displaying historic orders.
      The User expressly grants to fashionTrade the right to use the Data for the execution of the Agreement, including the Services such as the process to make a Match. Furthermore, the User expressly grants fashionTrade the right to use the Data in the broadest sense, in order to be able to obtain and provide statistics and analysis and also in order to improve the Platform and the Services. After termination of the Agreement, fashionTrade shall cease the use of the Data, with the exception of any Data that is necessary for the purpose of displaying historic orders or for the proper functioning of the Platform and the Services, such as data insights, to other Users.
    3. In the event Data consists of personal data in the meaning of the General Data Protection Regulation, fashionTrade’s Privacy Policy is applicable. In the event the User provides any personal data of third parties to fashionTrade in order to have fashionTrade use such personal data to invite existing business relations, the User warrants that it has the right to share such personal data for this purpose.
  5. Services, tools, information and service partners
    1. fashionTrade shall use its best efforts to provide the Platform and the Services. As part of the Services, the User will have access to tools and information, such as rating systems, trade information, partner information and links. The tools are made available for the User for support and information purposes only. fashionTrade does 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 in this respect.
    2. fashionTrade provides information to Users on specific markets, products, services, trends and any other information that according to fashionTrade may be of interest to the User. fashionTrade does not warrant the completeness, accuracy, timeliness or the results obtained from the use of this information and disclaims all liability in this respect.
    3. 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 the Site 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. fashionTrade is not responsible or liable for the services offered or any claim that may arise out the relationship between User and the respective service partner.
  6. Transactions and products
    1. fashionTrade facilitates trading between Brands and Retailers. fashionTrade is never a party to the transactions between Brands and Retailers.
    2. fashionTrade has no control over the quality, safety, morality or legality of any aspect of, without limitation, the Brand Pages, Retailer Pages, the Products, the ability of Brand to sell Products and the ability of Retailers to pay for the purchase of the Products. fashionTrade cannot ensure nor influence that a Brand or a Retailer will correctly complete a transaction.
      Brands and Retailers are solely responsible for complying with applicable local laws, rules and regulations when offering Products, trading, including but not limited to any obligations to pay for any applicable taxes and other governmental levies as a result of the offering, sale or purchase of Products.
    3. fashionTrade does not warrant any Contact’s identity or such Contact’s purported authority to legally represent a Brand or a Retailer.
    4. 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 the fashionTrade Site including the Platform and the use of the Services.
    5. Upon a third party’s motivated claim, a request or order from a judge or other authority or as a result of a subpoena or other legal action, or any other legitimate reason, fashionTrade may remove a Product from the Site, including its Platform. Before removing any Product, fashionTrade shall first inform the User, so the User may defend itself, unless such is reasonably not possible or would harm fashionTrade or a third party’s interests in a disproportionate manner.
  7. Intellectual property rights
    1. All Intellectual Property Rights relating to the content – with the exception of the Data and Material provided by the Users – or the technology of the Site, including the Platform, in the broadest sense, are owned by fashionTrade and/or its licensor(s) and will at all times remain with fashionTrade respectively and its licensor(s). Use of the Platform will not constitute a transfer of any Intellectual Property Rights or any other rights.
  8. Limitation of liability, indemnities and warranties
    1. The liability of fashionTrade, its suppliers, subcontractors or affiliates is limited to direct damages as defined hereafter in paragraph 8.2, up to a maximum of an amount equal to the Fees paid by the relevant User during the twelve (12) months prior to the loss-causing event. Any and all liability for indirect and consequential damages as defined in paragraph 8.3 hereafter, is explicitly excluded.
    2. Direct damages solely include:
      1. damage to tangible properties;
      2. reasonable costs incurred to limit or reduce any direct damage;
      3. reasonable cost incurred to prevent or reduce direct damages; and
      4. reasonable costs incurred to establish the cause of damage, the liability, the direct damage and the method of repair.
    3. Indirect damage and consequential damage are any damages except for the above defined direct damages and include in each case, but are not limited to, damages for the inability to access the Platform 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 the Platform, even if fashionTrade has been advised of the possibility of such damages.
    4. The Site 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.
    5. Contacts and Users 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 Contact’s and/or User’s (i) use of the Site, (ii) Materials, (iii) offering, sale or purchase of Products, or (iv) breach of these T&C.
    6. Links to other websites or locations provided on the Site 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.
  9. Term and termination
    1. The term of a User’s Subscription will be stated in the Agreement. In the event such is not stated in the Agreement, 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, unless terminated in accordance with Article 9.2 or 9.4 below.
    2. After the initial term of twelve (12) months, the User 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.
    3. fashionTrade may (a) suspend a User’s rights to access and use the Site or (b) terminate a User’s subscription, at any time for cause, including, but not limited to any use of the Site in breach of these T&Cs, such as fraudulent behavior or IP-infringement, and provided that termination shall not be disproportionate to the actual cause. In such case, a User shall not be entitled to a refund of any Fee.
    4. fashionTrade may terminate a User’s subscription at any time without cause, by giving 30 days’ notice to the relevant User. In such case, a User shall be entitled to a refund of any prepaid Fees. fashionTrade shall facilitate that the orders made by Retailers until expiry of the term of notice, can be executed.
      Upon termination, for whatever reason, User shall cease all use of the Platform and the Services and the Brand Pages respectively Retailer Pages will be deleted from the Site.
  10. General provisions
    1. All information provided by fashionTrade or other Users through the Site shall be considered confidential, and shall therefore not be disclosed to third parties, without prior permission of fashionTrade respectively the other Users that have provided such information.
    2. Any provisions in the Agreement and these T&Cs, which by their nature extend beyond expiry or termination of the legal relationship between a User and fashionTrade, shall survive such expiry or termination.
    3. If any provision of these T&Cs is deemed to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. fashionTrade will include a new provision that shall not be void, invalid, unenforceable or illegal in an update of these T&Cs to replace the former provision.
    4. fashionTrade shall have the right to assign the legal relationship with its Users (including all of fashionTrade’s rights, titles, benefits, interests, and obligations and duties in T&Cs) to any person or entity, provided that such person or entity shall ensure the proper and continuous execution of the Agreement. The User shall not unreasonably withhold its consent to such transfer.
    5. These T&Cs are subject to the laws of The Netherlands. All disputes arising out of or in connection with these T&Cs shall be settled by the courts of Amsterdam (Netherlands), which will have exclusive jurisdiction in respect of any such disputes.