Seller Terms & Conditions
These terms and conditions apply between you (the "Seller") and Carnet de Mode (the Company), in connection with the provision of the service to you by us. It is important that you read and understand these terms and conditions before agreeing to them. The designer acknowledges, by clicking on the option "I agree", or by using directly the website's services, that he accepts being bound by the conditions of the present terms & conditions. If the Seller does not accept the conditions, he is not authorized to use the website's services as a seller. We recommend you to print the present agreement and keep a copy for future reference.
BETWEEN THE UNDERSIGNEDS:
The Company Carnet de Mode, simplified joint stock company, registered at the Register of Companies of Paris under the number 528 278 997, Hereinafter called "the Company", THE PARTY OF THE FIRST PART, AND, "the Designer" THE PARTY OF THE SECOND PART.
The Company and the Seller are hereinafter referred to together as the "Parties" and individually as a "Party".
THE CONTRACT IS MADE WITH REFERENCE TO THE FOLLOWING ACTS:
The Company provides a platform to allow Sellers to offer and sell their Products directly to customers. In doing so, the Sellers authorises and appoints Carnet de Mode as its commercial agent to directly negotiate and/or conclude the sale and/or purchase of Products between Sellers and Customers via the Company Services and the Company accepts this appointment on the terms of these Conditions.
Parties have come together in collaboration.
THIS BEING REMINDED, THE FOLLOWING HAS BEEN AGREED:
ARTICLE I – PURPOSE OF THE AGREEMENT
The purpose of the contract is to determine the marketing methods of the above-mentioned models and to define the obligations relating to the Parties.
I) 1 The present agreement beholds the wholeness of the agreements and conventions concluded between the Parties. It cancels and substitutes all other agreements, verbal or written, of any nature whatsoever, that may have previously intervened between them and in respect of the present agreement.
I) 2 The present agreement governs the selling and purchasing conditions of the products. No particular condition or any other general condition coming from the Seller can, except in case of acceptance, prevail on the present agreement.
I) 3 The present agreement cannot be modified except in case of mutual endorsement signed by both Parties, and is governed by French Law.
I) 4 All litigation regarding interpreting, executing and/or terminating of the present agreement will be exclusive competence of the Tribunal de Paris.
ARTICLE II – OBLIGATION
1. SELLER'S OBLIGATION
Hereby irrevocably constitutes and appoints the Seller:
II) 1.1 To acknowledge and accept that the Company will only give access to its Website's services. Consequently, the Company will not in any way participate in the sale or purchasing process between the Seller and the final client.
II) 1.2 To ensure that its product sales transaction is strictly compliant with all applicable law, including without limitation, all legislation regarding consumer rights and data protection, e-Commerce, and distance selling.
II) 1.3 To input all the necessary information on the Website for commercialization.
II) 1.4 To create a "Product Description" that gives (at least for each piece) all the following information of the piece's: description, materials, composition, color, sizes, measures, use and care instructions, etc.
II) 1.5 To guarantee the originality of the Sellers and pieces to be marketed and sold on the Website, according to the intellectual property legislation.
II) 1.6 To not expose any offensive, illegal, inappropriate content, or in any way:
- Promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
- Harass or advocate harassment to another person;
- Display pornographic or sexually explicit material;
- Promote any conduct that is abusive, threatening, obscene, defamatory or libelous;
- Promote any illegal activities;
- Provide instructional information about illegal activities, including violating someone else's privacy or providing or creating computer viruses;
- Promote or contain information that you know or believe to be inaccurate, false, or misleading.
II) 1.7 To recognize that the Company is not obliged to verify or review the product and/or related content in order to determine whether it is subject to contentious with a third party or not.
II) 1.8 To answer questions or requests from customers within 24 hours. If the Seller is unable to do so himself, he will appoint someone else otherwise.
II) 1.9 To recognize that the Company is not in any way liable for any behavior or comments from customer(s) regarding seller/products/content.
II) 1.10 To accept that the Seller is solely and uniquely responsible for all usage of the services from the Website that is made within the login under his credentials. Consequently, the Sellers will warn the Company for any breach in security or of any non-authorized login under his credentials.
II) 1.11 To recognize that the Company is in the right to publish, upload, or make available any content, list, or product on the Website or any other partnered websites for marketing and communication purposes.
II) 1.12 To authorize the Company to have and usage of all different rights, notably those of intellectual property attached to all elements addressed to the Company and all necessary to the carrying out of sales online.
II) 1.13 To authorize the Company all throughout the time set by the present agreement to:
II) 1.13.1 Use the Seller's name, logo, visuals, pictures, and video clips that may be useful to commercialize the product.
II) 1.13.2 Associate the Seller's products, brand, logo, and tag lines created by the Company or one of its partners.
II) 1.14 The Seller agrees that, during the time set by the present agreement, he will:
- Not use its login credentials with the intent of impersonating another person;
- Not allow any other person to use his credentials;
- Not use any information obtained using the Website otherwise than in accordance with the terms set out herein;
- Comply with all instructions and obligations from the Company in respect of the Website.
II) 1.15 To handle the returns of products purchased on the Website by the customers of the Company, and to contact the Company upon agreement between the Seller and the customer in order to proceed to full refund of the dissatisfied customer in the case of:
- Inadequate size;
- Dissatisfaction (Return for refund within 14 days).
2. DATA PROTECTION
II) 2.1 The Seller warrants and agrees that he shall at all times comply with its obligations under the applicable data protection legislation during the term of the present agreement. The Seller shall fully indemnify the Company against all actions, claims, and expenses (including legal costs) whatsoever which result from any breach of this provision.
II) 2.2 The Seller is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service and access to the Storefront (which responsibility shall include the obligation to change passwords on a regular basis);
II) 2.3 The Seller shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
3. COMPANY'S OBLIGATION
Hereby irrevocably constitutes and appoints the Company:
II) 3.1 To present and communicate the items on the site.
II) 3.2 The Company enables Sellers to create their own e-Shop and, in that context, to upload their product description following guidelines established by Quality Charter.
II) 3.3 The Company commits to communicate to its community any event enabling the Seller to gain visibility: the listing of a new Seller, the significant launch of a new creation or a Seller's/creation's exclusivity on the Website.
II) 4.1 As part of the Seller's appointment of The Company as its commercial agent, the Seller agrees that The Company also acts as the Seller's agent for the purpose of accepting, refunding and/or otherwise processing payment(s) related to the sale of Product(s) by the Seller via the Site (or any other sales channel which The Company may offer to the Designer from time to time). The Seller and The Company acknowledge and agree that except as otherwise provided in these Conditions (and in acknowledgement that both parties are businesses), that the duties of an agent implied under the common law are expressly excluded. For the avoidance of doubt, The Company, acting as the Seller's commercial agent, is neither the buyer nor the seller of the Product(s) and is not a party to the contract of sale of Product(s) between the Seller and the Customer.
II) 4.2 Payments for Product(s) will be made directly by a Customer to the Company (acting as commercial agent of the applicable Seller). The Seller agrees that the Customer's obligation to pay the Seller for Product(s) is satisfied when the Customer validly pays the Company for the applicable Product(s). The Seller further agrees that it will not seek recourse (legal or otherwise) against a Customer or any third party (including, but not limited to any payment service provider or gateway) for payment of a Product if the Customer has validly paid the Company in the manner referred to in this clause.
II) 4.3 The Company shall pay the Seller for the relevant transaction minus the Commission Fee in 30 working days in arrears following acceptance of an order by the Seller through the website.
II) 4.4 From time to time the Company may retain a portion of the payment due to the Seller in order to provide for refunds due or expected to be due to a Customer in the ensuing period. Each such retention will be held for no longer than eight weeks before being repaid to the Seller.
II) 4.5 The Seller shall provide such of their banking details as are required or requested by The Company, in order that payment may be processed to the Seller in respect of any product sold.
II) 4.6 The Seller shall ensure the banking details are kept up-to-date, and shall notify the Company of any changes on the next Working Day. The Seller shall be responsible for paying any banking charges or other administrative expenses incurred by the Company as a result of any inaccuracies in any such information.
ARTICLE III – PRICE
1. PRODUCT PUBLIC PRICE
III) 1.1 The Seller has the right to establish the public price of his creation at his discretion, provided those prices are in keeping with all applicable law or legislation.
III) 1.2 The Seller must keep a consistent public price with the ones that are applicable in other distribution channels. The company should offer the best deal compared to the other distribution channels of the Seller.
2. COMMISSION FEE
III) 2.1 The Commission Fee payable by the Seller shall be as notified to the Seller by the Company in writing at the time of inviting the Seller to participate on the Site.
III) 2.2 A Commission Fee is payable by the Seller on the value of the total amount payable by a Customer in relation to a Product sold through the the Company Website by the Seller. The Commission Fee is calculated as a thirty five percent (35%) of the value of a Product, including the tax but excluding delivery charges applying to that Product.
III) 2.3 The Seller may be entitled to a rebate, in any given month, of the commission payable by the Seller on any delivery charges if the Company is satisfied that the Seller qualifies for such rebate in accordance with the Company's criteria for such rebate, as notified to the Seller by the Company from time to time and detailed on the Middle office.
III) 2.4 The Company will refund monies paid and received by them in respect of sold Products that are subsequently returned by the Customer and authorised for refund by the Seller using the designated Middle office.
III) 2.5 The Commission Fee will not apply to orders placed within the first 30 calendar days following the Seller's acceptance of these Conditions. For the avoidance of doubt, day one of this 30 day period is the date on which the Seller accepts these Conditions.
III) 2.6 If any sum due from the Seller to the Company under these Conditions is not paid on or before the due date for payment, then all sums then owing by the Seller to the Company shall become due and payable immediately and, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
a. cancel or suspend its performance of the Conditions or any order, including suspending provision of the Service, until arrangements as to payment or credit have been established which are satisfactory to the Company; and
b. charge the Seller the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
III) 2.7 The Seller shall make all payments to the Company due under the Conditions without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
ARTICLE IV – ORDERS AND YOUR RELATIONSHIP WITH THE CUSTOMER
1. THE CONTRACT OF SALE
IV) 1.1 The Seller acknowledges and agrees that following acceptance of an order through the CMS, such an acceptance is also deemed to be an irrevocable instruction by the Seller to the Company to conclude a contract of sale between the Seller and the Customer. The contract of sale between the Seller and the Customer is concluded when Company (acting as the commercial agent of the Seller) sends an order confirmation email to the Customer, and Company has no responsibility for the performance of any such contract.
IV) 1.2 The Seller acknowledges and agrees that the terms and conditions relating to any such contract shall comprise of the Customer Terms, the email confirmation relating to the Customer's order and the applicable details on the relevant Product page. The Seller agrees to be bound by all such provisions.
2. PROCESSING CUSTOMER ORDERS
IV) 2.1 The Company shall notify the Seller by email of any order awaiting acceptance by the Seller. The Seller acknowledges that the Company does not warrant the reliability of email communications and the Seller must check the CMS daily for alerts of new orders.
IV) 2.2 Following receipt of such notification the Seller shall, within a maximum of two (2) Working Days, and as a matter of best practice within twenty four (24) hours, confirm its acceptance or rejection of each and every order, using the CMS, and provide an estimated dispatch date. The Seller shall use its best endeavours to accept every order.
IV) 2.3 Following acceptance of an order through the CMS, the Seller shall:
a. fulfil the Customer order as soon as reasonably practicable;
b. confirm to the Customer the time and method of dispatch;
c. dispatch the Customer order to ensure that it reaches the Customer within the timelines advertised on the relevant Product page and/or in accordance with any subsequent correspondence with the Customer;
d. notify the Customer promptly through the CMS at each of the following stages:
i. receipt of order notification, with an estimated dispatch date;
ii. dispatch of an order with an expected delivery date;
iii. any enquiries relating to the order;
iv. receipt of an item that has been returned to the Seller; and
v. processing of an exchange or refund.
vi. The Seller shall include with all orders the appropriate the Company co-branded dispatch letter, and such additional documentation or material as may be required and/or provided by the Company.
3. COMMUNICATION WITH CUSTOMERS
IV) 3.1 The Seller shall ensure that any and all correspondence with any Customer shall:
a. be solely for the purposes of processing and/or progressing a Customer order;
b. be via the CMS or, if that is not possible, then at all times include a reference to carnetdemode.com;
c. not include any reference to the Seller's own website, email address, other correspondence address or any other promotion of services outside those offered through or by the Company.
IV) 3.2 The obligations under Clause IV.3.1 shall include any material included with the dispatch of a Customer's order. the Company shall make relevant materials available to purchase on the CMS to help the Seller to fulfil this obligation.
IV) 3.3 Any breach of these Clauses IV.3.1 or V.3.2 shall constitute a material breach of these Conditions and, further, may constitute a breach of data protection legislation laws.
IV) 3.4 The Seller shall respond to any Customer enquiries or Customer complaints promptly and courteously in the first instance within one Working Day, and shall advise the Company of any escalated unresolved Customer enquiries as soon as reasonably practicable.
ARTICLE V – RETURNS AND REFUNDS
V) 1.1 Any requests (whether by phone, e-mail, fax or letter) for refunds or returns for any Products provided by the Seller to a Customer shall be dealt with directly between the Seller and the relevant Customer through the CMS.
V) 1.2 Following receipt of a request for a refund or return by a Customer (directly or via the Cancellation Form), the Seller shall initiate the refund directly in accordance with the Returns & Refunds Procedures, as displayed on the the Company Website from time to time, using the Seller's designated CMS.
V) 1.3 Subject to the provisions of the Returns & Refunds Procedures, the Company shall approve such refund.
V) 1.4 The Commission Fee paid in respect of the refunded Products will be returned to the Seller.
V) 1.5 For legal reasons, the Seller must only process refunds through the CMS and the Company' current online payment provider in accordance with the instructions as laid out in the Seller's designated CMS.
V) 1.6 The Seller shall ensure that returns and refunds to the Customer shall be processed in accordance with the following terms and conditions:
a. personalized items that are specifically made to a Customer's specification (e.g. a custom-made print) is not return able and exchangeable.
b. if the Customer requests a refund for a Cancellable Product then such refund shall be processed by the Seller as soon as possible and in any case no later than:
1. 14 days after the day the returned product is received by the Seller; or
2. if earlier, 14 days after the date the Customer provides evidence that they have returned the product to the Seller;
3. if a Customer rejects a Product because it is faulty, the Seller shall follow the relevant provisions of the 'Returns & Refunds Policy' held on the CMS, as may be updated from time to time;
c. the Seller shall provide, in its Storefront, an address to which a Customer may return a Cancellable Product;
d. The Company may process a refund for a Product as the Seller's payment agent to a Customer where:
1. the Seller asks the Company to process such refund to a Customer from funds of the Seller held by the Company, or upon payment of such refund amounts to the Company by the Seller; or
2. in Company's opinion, a Seller has not acted in accordance with the Returns & Refunds Procedures or the Conditions, in which case the Company shall be reimbursed from funds of the Seller held by the Companys or the Seller shall be obliged to reimburse the Company for such refund.
ARTICLE VI – DELIVERY AND FULFILMENT
The Seller shall at all times comply with the the Company Delivery and Fulfilment Policy. Delivery charges will be calculated and presented to a Customer in accordance with the the Company Delivery and Fulfilment Policy.
ARTICLE VII – USE OF THE CMS
VII) 1.1 The Seller shall not:
a. use the CMS or the Company Website beyond the scope of use set out in these Conditions;
b. access the CMS unlawfully, modify or make derivative works based on the CMS nor attempt to reverse engineer or access the CMS with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the CMS. The Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that the Company shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause.
VII) 1.2 The Seller fully acknowledges that the IPR in the CMS are vested exclusively in the Company and nothing in the Conditions shall be deemed to vest any rights in the CMS in the Seller.
ARTICLE VIII – YOUR BEHAVIOUR AND CONDUCT
The Seller shall conduct itself at all times in its relations with the Company and the Company' staff, Customers and other Sellers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications via any channel be tolerated and the Company reserves the right to immediately suspend a Seller's Storefront and/or terminate the Conditions in the event of any breach by the Seller of this clause.
ARTICLE IX – MARKETING AND PROMOTIONS
IX) 1.1 From time to time the Company may run promotions on all or part of the the Company Website. Any such promotions shall be separate, and in addition to, any promotions operated by Sellers in their Storefronts, and may involve offering Customers either free delivery, discounted prices or other promotional activity relating to some or all Products on the the Company Website. the Company shall, where relevant and applicable to the Seller and/or its Products, inform the Seller of the nature and terms of any promotion and, at the Company' sole discretion:
IX) 1.2 The Company shall bear the costs of any such promotion; or
IX) 1.3 where the Company requires the Seller to bear the costs of any promotion, the Seller shall inform the Company in writing whether or not it wishes to participate in the relevant promotion.
IX) 1.4 The Seller shall permit, comply and co-operate with all activities undertaken by the Company to promote, sell or market the Seller's Products, in such form and manner as the Company in its sole discretion deems appropriate, whether directly through the Site or the the Company Website, through any offline publications produced by the Company, or through websites or offline publications not produced, owned or operated by the Company.
ARTICLE X – TERMS
1. DESIGNER'S GUARANTEES
X) 1.1 The Seller declares to be:
1. A fashion accessories, ready-to-wear or lifestyle Designer.
2. Authorized to fulfill the present agreement.
X) 1.2 The Seller guarantees that:
1. The information given to the Company is true, correct, and justifiable and that he will inform any change of information;
2. The product, the content, or the Seller's rights to sell them or make them available on the Website do not infringe intellectual property or confidentiality rights of a third party;
3. The product, the content, or the Seller's rights to sell them or make them available on the Website do not infringe any applicable law, legislation, statute, ordinance or regulation;
4. The content is not and cannot be considered as libelous, illegally menacing or harassing;
5. The content and the content are not or do not contain elements that are or can be considered as obscene, pornographic, and do not contain pedophile pornography;
6. The content does not contain any virus, trojans, time bombs or any other program destined to damage, harm, intercept or expropriate any system, data or personal information;
7. The Company is prevented from being subject of any claim or contentious due to the distribution of products in the conditions established by the present agreement, especially in case of reclamation that would be held by an authorized dealer;
8. The Company is prevented from being subject to claims or actions for counterfeit of intellectual property rights of brands in particular, designs and models, or patents, which could be held by a third party after commercializing of the products by the Company.
X) 1.3 The Company can not be held responsible for any of the following:
1. Any loss of profits, data, expectations, anticipated savings, business prospects, business interruption, use contracts, goodwill and reputation (whether direct or indirect), time management;
2. Any indirect or consequential losses of any nature whatsoever;
3. Any losses, claims, demands, and damages (whether direct or consequential) of any kind and nature, known and unknown, arising out of or in connection with dispute(s) between the Seller and the Customers;
4. Any inability and/or failure by the Seller to use the Services and the Website due the failure of or any integration or interoperability issues arising with any third party or the Seller's operating systems or legacy systems, whether or not caused by or resulting from the Company's negligence or a breach of its statutory duties or a breach of its obligations howsoever caused even if the Seller is advised of the possibility of such loss.
5. Consequently, the Company cannot be worried or be accused of that deed and the provider guarantees that he will indemnify the Company of all damage, direct or indirect, that it may undergo in that context.
ARTICLE XI – AGREEMENT TERM AND TERMINATION, CONTENTIOUS RESOLUTION
XI) 1.1 The present agreement applies as from today and will be applicable until further notice, unless it is terminated by one of the Parties, under the conditions stipulated in article IV.2.
XI) 1.2 Each party can terminate the present agreement for any motive it may be, provided the Party warns the other. After such event, the Company will deactivate the Seller's account on the Website in 30 working days time after the request of the designer to be able to stop in time any marketing camapigns started by Carnet de Mode showcasing this seller.
XI) 1.3 After termination of the agreement, for any motive it may be:
1. The Seller's right to use the Website cease forth with and the Seller procure the removal of all content, or any other information in respect of the Seller and its products from the Website;
2. All licenses granted to in the present agreement cease;
3. The Company is be entitled to be paid all due sums under the present agreement;
4. The termination does not affect the rights of either party prior to the termination of the present agreement.
5. On the termination of the present agreement for any reason, it continues to be in force to the extent necessary to give effect to the provisions applicable after termination.
ARTICLE XII – INTELLECTUAL PROPERTY RIGHTS
ARTICLE XIII – CONFIDENTIALITY
XIII) 1.1 The parties agree that they shall keep in confidence any Confidential Information and, except in accordance with these Conditions, will not disclose that Confidential Information to any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Seller authorizes the Company (including its employees, agents and contractors) to hold and process the Designer Information.
XIII) 1.2 The obligations of confidentiality under the Conditions shall not extend to any matter which either party can show:
1. is in or has become part of the public domain, other than through a breach of the Conditions or other confidentiality obligations;
2. was lawfully in the possession of the recipient before the disclosure under the Conditions took place;
3. was independently disclosed to it by a third party entitled to disclose the same;
4. is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
ARTICLE XIV – EXCLUSION AND LIMITATION LIABILITY
XIV) 1.1 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company' negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
XIV) 1.2 The Company shall not be liable to the Seller for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Conditions, or for any liability incurred by Seller to a Customer, or to any other person howsoever, arising from the provision of the Service or otherwise.
ARTICLE XV – CONTACT INFORMATION
Please kindly address any questions and further inquiries to the contact details below, preferably via e-mail:
Carnet de Mode SAS