This agreement forms the basis of cooperation between the Parties with regard to the Parties' cooperation on the receipt of online orders of Vendors (you) products for end customers (B2C) ("the Customer") via CircleTheFashion (“CTF”) indicated below.
1.0 General information
1.1 Circlethefashion.com gives consumers access to secondhand and vintage fashion brands by using a unique business model where CircleTheFashion.com cooperates with vintage stores that send their products directly to consumers.
1. 1. 2 CircleTheFashion.com grants the Supplier the non-exclusive right to sell products on all of circlethefashion.com ’s websites, chosen in this agreement ("CircleTheFashion.com Platforms"), just as the Supplier grants CircleTheFashion.com the non-exclusive right to market products on the CircleTheFashion.com Platforms chosen in this agreement.
2. The Supplier understands that the Platform is intended for secondhand and vintage apparel of good quality. It is not intended for selling bulk goods or new items. The Supplier agrees that CircleTheFashion.com has the right to remove any items that does not meet these criteria.
2.0 Supplier rights and obligations
2.1 The Supplier must deliver a suitable image files for every new unit, product descriptions, prices, size and condition etc. through CircleTheFashion.com. The Supplier is obligated to keep this information updated in particular to remove products sold from listings.
2.2 The Supplier is obligated to receive and deliver customer orders placed on the CircleTheFashion.com Platforms.
2. 3 If the Supplier accepts an order, the Supplier is obligated to ship the ordered items within 2 to 5 business days. Unless you way of business needs longer shipping times.
2.4 The Supplier is obligated to take back sent items in accordance with Danish legislation on distance selling.
2.5 A Store is created for the Supplier on circlethefashion.com which includes images and the Supplier will be able to control which products and photos are shown on the Supplier's store.
2.7 It is the Supplier's obligation to update the status of inventory that is shown on the CircleTheFashion.com Platforms, and CircleTheFashion.com has no responsibility in this regard.
2.8 The Supplier is obliged to open an account at Stripe for credit card processing of sales through CircleTheFashion.com. CTF has the right to appoint any other payment card processing company at a 30 days’ notice.
2.9 The Supplier is obligated to collect, submit, and settle all relevant taxes with the relevant authorities. To avoid any doubt CirleTheFashion.com is a marketing platform and not to be considered the seller of the merchandise. VAT and similar taxes are collected on behalf of the Supplier based on the information provided by the Supplier. The Supplier assumes all liabilities in regard to VAT.
3.0 Circlethefashion.com's obligations
3.1 CircleTheFashion.com strives to ensure that the CircleTheFashion.com Platforms are available and usable for the Customer 24 hours a day. CircleTheFashion.com cannot be held responsible for any lack of availability or usability on the CircleTheFashion.com.
4.0 Prices and payment agreement
4.1.1 The Supplier pays a Commission on all sales generated for Customers via the CircleTheFashion.com Platforms. Commission is calculated from the sales price on the CircleTheFashion.com Platforms, including VAT. The commission is subtracted before the Supplier receives the payment.
Commission = 10% excluding VAT.
Sales in currencies other than DKK will be converted into DKK at the rate applicable at the end of that month.
5.0 Shipping and freight
5.1 The Supplier handles shipping and freight and will cover their cost. Products must be sent using the specified shipping solution chosen by the Customer on the CircleTheFashion.com Platform.
5.2 All sales including shipping services is a matter between the Supplier and the Buyer. CircleTheFashion.com is purely a facilitator of the sale.
6.0 IPR and Marketing
6.1 All trademarks, logos, designs and product data including product names, product images and product descriptions related to the delivered products belong to the Supplier ("the Supplier's Intellectual Property Rights").
6.2 The Supplier guarantees CircleTheFashion.com that the Supplier owns and holds the rights to all intellectual property rights such as the Supplier's name, logo, uploaded product images and other materials, and the Supplier guarantees that these do not infringe on any patent, trademark, copyright, design or other rights belonging to a third party.
6.3 CircleTheFashion.com is granted the non-exclusive right to use the Supplier's Intellectual Property Rights, and CircleTheFashion.com is entitled to use the Supplier's Intellectual Property Rights for marketing purposes and as a reference, as well as in other respects. This right of use is limited to fair use.
6.4 The Supplier must hold CircleTheFashion.com harmless against any costs—internal and external—that result from a third party lodging a claim against CircleTheFashion.com in consequence of alleged infringements of intellectual property rights.
6.5 CircleTheFashion.com is entitled to remove products/photos from its inventory without notifying the Supplier if CircleTheFashion.com finds the products/photos inadequate for circlethefashion.com 's sales platforms or if it suspects there to have been an infringement of third-party rights.
6.6 The Parties are obligated to inform the other Party immediately and within five business days at the latest of any claims from third parties in relation to the Supplier's products and sales in accordance with the Agreement. The Parties must not enter into negotiations or agreements with third parties that could affect the other Party's legal position without obtaining the other Party's prior consent, unless such consent is not given within the time limits that are set by the third party in connection with the claim. In such a situation, the Party that has received the claim from the third party shall take the necessary measures to counter the claim to the extent possible and in consideration of both Parties' interests.
7.0 Effective date
7.1 This Agreement takes effect immediately ("the Effective date").
8.0 Termination of the Agreement
8.1 Both Parties are entitled to terminate the Agreement with written notice given at least three days’ notice. Obligations prior to termination stands.
8.2 Both Parties are entitled to terminate the Agreement with immediate effect if either Party commits a material breach of its obligations under this Agreement and if this breach is not rectified within five days of the claim being made in this regard (provided that the breach is of a nature that can be rectified). To the extent that this Agreement does not prescribe otherwise, the non-breaching Party can demand compensation for the loss that it suffered as a result of the breach of contract.
8.3 The following are always regarded as material breach:
8.3.1 The Supplier's refusal of orders received on the CircleTheFashion.com Platform
8.3.2 The Supplier's negative public mention of circlethefashion.com, harassment of Customers or other parties on the CircleTheFashion.com platform.
8.3.3 The Supplier's failure to keep items and stock updated.
8.3.4 The Supplier's infringement of third-party intellectual property rights.
8.3.5 Counterfeit or replica items are strictly prohibited. CircleTheFashion.com can make claim for image damages if this rule is broken.
9.0 Force Majeure
9.1 The Parties are not responsible to the other Party if the matter giving rise to the case is due to force majeure, which has an impact on the Parties' obligations in accordance with the Agreement. Cases of force majeure include war, mobilization, natural disasters and strikes, lockouts, fires, breakdowns or other interruptions outside of the Parties' control.
10.1 The Parties must at all times treat all of the information that either Party obtains or receives from the other Party through their cooperation or as a result of the Agreement as confidential. This duty of confidentiality shall also apply after the Agreement has ended, whatever its cause.
10.2 The Parties shall also act loyally towards one another at all times.
11.0 Choice of law and legal venue
11.1 Any disputes that may arise between the Parties out of this Agreement shall be subject to Danish legislation, with the exception of Danish private international law and CISG. Any disputes that cannot be resolved amicably shall be settled by the Danish courts of law.
11.2 The City Court of Copenhagen shall serve as the venue.
12.1 CircleTheFashion.com is entitled to transfer rights and obligations to third-parties in accordance with the Agreement.
12.2 The Supplier can transfer its rights and obligations to a third-party only after obtaining express written authorization from Circlethefashion.com.
13.1 The Supplier must hold CircleTheFashion.com indemnified for any claim that may be lodged against CircleTheFashion.com that stems from the Supplier's erroneous delivery of orders or lack thereof, failure to uphold the terms of the Agreement, any security regulations or other guidelines or current legislation in force.
13.2 CircleTheFashion.com is not liable for losses resulting from indirect damages and consequential losses, including the loss of an expected profit or savings, loss of data or costs related to restoring lost data, loss of goodwill, loss related to distorted messages or other similar forms of damage.
14.1 CircleTheFashion.com can make changes to the terms of the existing Agreement with three months' notice. The Supplier will be notified of such changes via the administrative module or directly by the registered e-mail. If the Supplier has not terminated the Agreement within 14 days of the notification being issued, the notified changes will thereafter be regarded as accepted by the Supplier.
14.2 All provisions within this Agreement, which according to its nature and contents aim to last beyond the end of this Agreement, shall also apply after this Agreement has ended.
14.3 In the event that a provision or part of a provision within this Agreement is disregarded or considered invalid—whatever the reason—all other provisions within this Agreement shall continue to apply.