TERMS & CONDITIONS OF USE
Updated February 18, 2025
THESE TERMS & CONDITIONS (THIS “AGREEMENT”) SET FORTH THE CONDITIONS THAT GOVERN YOUR ACCESS TO, SALE THROUGH, AND OTHERWISE THE GENERAL USE OF THE DESIGNERS DIRECT VENDOR PORTAL AND MARKETPLACE (COLLECTIVELY REFERRED TO AS THE “DD MARKETPLACE”) THROUGH A PARTICULAR ACCOUNT, OR IF APPLICABLE, SEVERAL ACCOUNTS, AND IS A BINDING AGREEMENT BETWEEN YOU AND THE BUSINESS YOU REPRESENT ("YOU") AND JOSELIA SAS - TRADING UNDER THE NAME "DESIGNERS DIRECT" (HEREINAFTER REFERRED TO AS “DD”). BY REGISTERING FOR OR USING THE DD MARKETPLACE, YOU (ON BEHALF OF THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
As used in this Agreement, "We," "Us," and "DD" means the French legal entity, Joselia SAS, the duly appointed licensee and operator of the DD Marketplace, and trading under the name "Designers Direct.” "You" and the “Designer" means the designer business engaged in the creation and production of fashion merchandise (the “Products”) which has been invited by us to join the DD Marketplace and which you as an individual is employed by and represents.
Article 1 - Scope of Agreement
To register and enrol, You mush complete the registration process for joining the DD Marketplace by providing Us with the complete legal name of Your business, corporate registration number, tax registration number(s) in your country of establishment and/or destination countries as applicable, primary place of business address, phone number, e-mail address, bank details, as well as any other information we may request. In the event of any changes and/or amendments in respect of this information, you are required to update this information as soon as possible in the Vendor Portal.
Once duly enrolled You will be given access and integration into the sales and logistics infrastructure of the DD Marketplace through our vendor interface (the "Vendor Portal”) which enables you to upload images, descriptions, and data about your brand and Products. Through our Vendor Portal You will also be enabled to engage directly with consumer customers worldwide (the “Customers"), and to connect with DD's international logistical support infrastructure for seamless order processing, including international shipment, customs clearance, sales tax registrations and returns.
The relationship between the parties is also subject to the Privacy & Cookies Policies, which govern the handling of any personal data You provide to Us, and the DD Company Guidelines, which set out in detail how to operate on the DD Marketplace, including shipping and product preparation. Both are available on the Vendor Portal and incorporated herein by reference.
2.1. Ownership, title and risk transfer: You retain full ownership of the Products offered for sale on the DD Marketplace. Title and risk of loss to the Products passes directly from the Designer to the Customer upon completion of the sale through the Marketplace and delivery in accordance with the order fulfilment procedures outlined in this Agreement and in the DD Company Guidelines.
The Designer acknowledges and agrees that all commercial sale transactions for the purchase of Products occur directly between the Designer and the Customer, with DD acting as a sales agent facilitating such transactions. DD shall not be considered a party to these transactions, except where applicable law requires otherwise. In accordance with Article 11 and the other terms of this Agreement, the Designer will therefore be responsible for any applicable sales tax (VAT/GST/JCT) and other tax obligations in the destination country or countries, not DD.
2.2. Customer Terms of Sale: The Designer acknowledges that Customers must accept the Terms & Conditions of Use presented to them on the Marketplace when purchasing Products there. By accepting an order for sale through the DD Marketplace, the Designer therefore agrees to sell and deliver the Products to Customers subject to those Terms & Conditions of Use.
2.3. Prompt shipment: Products offered through the Marketplace must be shipped within two (2) business days from (i) the date the order was accepted by the Designer for Products listed with "Standard delivery time”, or (ii) the expiration date of the “Production time” period listed for the Product in the Vendor Portal. It is also important to maintain accurate inventory records, as instances of “sold-out” rejected orders could be reflected in seller feedback rating. If a Product the Designer is offering will not be available for immediate shipping upon order despite what is stated in the Product description, the Designer is advised to either cancel the order or alert the Customer, and initiate the refund process as necessary.
Article 3 - Total Retail Price
3.1. Total Retail Price: Upon the sale of a Product, DD will collect the total amount paid by the Customer (the “Total Retail Price”) for DDP (Delivered Duty Paid - Incoterms 2020) delivery of the Products.
This amount includes:
3.2. Price Representation: The Designer agrees that the "Price" listed for its Products in the Vendor Portal is inclusive of any applicable sales taxes (VAT/GST), duties, tariffs, excise tax, or other taxes that may need to be remitted in connection with the sale, unless otherwise agreed with DD separately in writing. While DD will provide guidance to the Designer on calculating DDP (Delivered Duty Paid) prices, the responsibility to ensure accurate pricing in the Vendor Portal rests solely with the Designer. This includes covering all applicable expenses for each order.
Article 4 - Earnings, Fees and Payment Terms
4.1. Earnings and Payments: Information related to earnings for sales made on the Marketplace will, subject to Article 4.4, be credited to the Designer’s bank account provided on the Vendor Portal after the expiration of the buyer’s 28-day return right following delivery to the Customer.
4.2. Referral Fee: The Designer agrees to pay DD a referral fee equal to ten percent (10%) of the Total Retail Price for each Product sold through the Marketplace.
4.3. Responsibility for Shipping and delivery Costs: The Designer is also responsible for all expenses incurred by DD in facilitating the sales transaction and delivery of the Product, including all expenses related to shipping (including potential return-shipment), insurance, customs clearance, duties, tariffs, applicable sales taxes and related fees, as well as any payment gateway fees and similar charges. These costs and fees will be deducted from the Total Retail Price before remitting payment to the Designer in accordance with Article 4.3. DD may also chose to invoice the Designer directly for such costs and fees.
You expressly acknowledge and agree that you are also responsible for covering the foregoing listed expenses in the event of Customer cancellations. DD will, however, not charge its 10% referral fee in the event of a Customer cancellation.
DD is entitled to invoice the Designer separately for all such costs and fees, which the Designer shall promptly pay. Failure to make timely payment may result in the suspension of the Designer’s access to the DD Marketplace in accordance with Article 13.2 (a). DD, through the DD Logistics Provider, shall make reasonable efforts to recover sales taxes, import duties, tariffs, similar taxes and charges paid for cancelled orders in accordance with Article 5.9, but the Designer assumes all risk related to the actual recuperation of such amounts.
4.4. Deductions and Payment: DD will deduct the referral fee, shipping costs, insurance fees, payment gateway fees, duties, taxes, and any other applicable expenses directly from the Total Retail Price before remitting the remaining balance to the Designer. Earnings for sales made on the Marketplace will be credited to the Designer’s designated bank account as provided in the Vendor Portal after the Customer's 28-day return window has expired. After all applicable deductions, DD will remit the remaining balance to the Designer within thirty (30) days following the successful delivery of the Product to the Customer.
4.5. Proceeds and Offset: DD reserves the right to retain the proceeds from the sale of a Product to offset any claims we, the payment gateway provider and/or the DD Logistics Provider may have on the Designer, including those referred to in Article 4.3 or refunds related to any defective Products sold by the Designer through the Marketplace previously. If there are outstanding amounts, DD may also chose to invoice the Designer directly.
4.6. Currency Considerations: Unless otherwise specified, all monetary amounts referenced in this Agreement shall be expressed in Euros. Payments made by Customers for Products sold through the Marketplace may be processed in various currencies as determined by DD. The Designer agrees to provide DD with accurate banking information for remittance purposes, including the preferred currency for payments. In the absence of specific instructions, payments will be made in the currency in which the Designer's account is denominated, which may differ from the currency used by the Customer. The Designer acknowledges that currency conversion rates may apply, and that any fluctuations in exchange rates may affect the final amount received.
Article 5 - Logistics and Shipping
5.1. Sale and Fulfilment Responsibilities: Upon accepting an order through the Vendor Portal, the Designer assumes responsibility for fulfilling the order in accordance with the Order & Shipment Process of the DD Company Guidelines and the terms of this Agreement. This includes:
You also agree to clearly identify yourself as the seller of the Product and as the legal entity to which a Customer may return the Product and raise any complaints and/or requests they may have. You further expressly agree to exclusively communicate with the Customers through the communication facilities in the Vendor Portal to provide information relating to orders, shipments and fulfilment, and not via separate emails.
5.2. DD Logistics Provider: DD has appointed an international logistics provider (“DD Logistics Provider”) to manage all shipments involving delivery of Products to another country than the country which You send your Products from (“International Logistics”), including the handling of required export, import, customs clearance and mandatory local sales taxes registrations. The Designer must use the DD Logistics Provider for all International Logistics, unless You have justified to DD that You have Your own international logistics infrastructure, and You have obtained Our prior written approval to handle Your own International Logistics generated through the DD Marketplace.
Unless otherwise agreed in accordance with the foregoing, You hereby expressly authorise the DD Logistics Provider to act as Your appointed (i) Exporter and Importer of Record, (ii) indirect logistics representative, (iii) limited fiscal representative for all International Logistics generated through the DD Marketplace, and (iv) local representative to handle customs duties, tariffs and required tax filings in all destination countries on Your behalf. This includes, but is not limited to the handling of import and customs-related procedures and obligations associated therewith, obtaining all documentation required, and signing all documents on Your behalf in order to perform required and compliant import and export procedures and delivery.
5.3. International Logistics: For all orders involving International Logistics, the Designer shall immediately after accepting the order provide the DD Logistics Provider with all necessary order information and documentation as required for their preparation of the Commercial Invoice in accordance with International Order & Shipment Process section of the DD Company Guidelines, and as needed to enable the DD Logistics Provider to perform its services successfully. Subject to Article 11, the Designer warrants that all information it provides to the DD Logistics Provider is, to the best of its knowledge, complete, accurate, and true. This includes, but is not limited to, details about the Product’s customs value, classification, nature, and any other relevant logistics information required for export, import, and tax registration, such as which country/state each Product is produced in ("Country of Origin") and ships from in order to facilitate accurate duty and tariff calculations. You acknowledge that neither DD nor the DD Logistic Provider shall have any responsibility for any failure or delay in clearing or delivering the Product if such failure or delay has arisen due to; (i) inaccurate, incomplete or untrue information provided by You to DD or the DD Logistics Provider, (ii) the failure to adhere to relevant and/or applicable laws, regulations, standards, legislation, labelling or packaging requirements in respect of the Product, (iii) the fact that the Product is restricted or prohibited under any export or import laws or regulations, economic sanctions, standards or legislations in respect of the relevant authority.
If the Designer manages its own International Logistics, You are fully responsible for the DDP delivery of the Products and the direct payment and handling of all shipping, customs clearance, import duties, tariffs, sales taxes and pertaining sales tax registrations and similar fulfilment related expenses. If the Designer arranges International Logistics without DD’s prior approval, You shall indemnify DD for any resulting costs, penalties or liabilities, including delays, customs issues, and incomplete VAT registrations. DD reserves the right to withhold payments for any such amounts which DD may be held directly liable for due to the Designer’s non-compliance. Withheld payments will only be released once You provide proof that all applicable charges and penalties have been fully settled.
5.4. National Logistics: DD recommends You to handle Your own logistics for all shipments involving delivery of Product within the same country which you send your Products from (“National Logistics”). In this case, you must organise and pay all shipping, insurance, handling charges, sales taxes (VAT/GST/JCT/TVA etc), and any other applicable taxes or charges directly. DD will withhold an amount equivalent to the sales tax payable on the relevant transaction until you provide proof that all applicable sales tax has been paid in full.
5.5. Customer Returns and Refunds: The Designer will accept and process cancellations, returns and other adjustments through the Vendor Portal as further detailed and explained in the DD Company Guidelines.
5.6. Sales Tax and Duty Repayment for International Returns: For returns following international shipments, the DD Logistics Provider, acting as the registered Importer of Record ("IOR"), will initiate the duty, tariff and tax recovery process for claiming the repayment of such fees paid during the initial importation. For this purpose, You must ensure that the DD Logistics Provider is provided with all necessary documentation required to facilitate the duty, tariff and sales tax repayment process, including the original Commercial Invoice, proof of export, and any other relevant documents requested by them. The DD Logistics Provider will manage all communications with the relevant customs and tax authorities to process the recovery. The Designer undertakes to assist the DD Logistics Provider in this recovery process by providing any additional information or documentation requested to ensure timely and accurate completion to allow for repayment. You acknowledge that any duties, taxes, or fees that cannot be reclaimed due to incomplete, inaccurate, or delayed documentation will remain Your own responsibility. Moreover, you acknowledge that VAT refunds and duty reclaims are at the discretion of customs and can only be processed once the declared value is deemed justifiable. Thus getting the reclaim for specific VAT refunds and duties cannot be guaranteed.
Article 6 - Designer’s Responsibilities
You further represent and warrant that any information provided or made available to us is accurate and complete, and that you will promptly update such information as necessary to ensure it at all times remains accurate and complete.
6.1. Product Listing and Rating: You represent and warrant that you have valid legal title to all of your Products and all necessary rights to distribute and sell your Products on the Marketplace. You further agree to upload accurate and complete information about Your Products in the Vendor Portal, ensuring each Product You list for sale through the Marketplace complies with the specific requirements detailed in the DD Company Guidelines. This includes, but is not limited to, providing high-quality images, accurate descriptions, correct pricing, and up-to-date availability. The Designer must promptly update this information as necessary to ensure its ongoing accuracy. You further undertake to ensure that all of your listed Products are of high quality, free of defects, of merchantable condition and match the descriptions provided. The Designer expressly acknowledges and accepts that the Marketplace incorporates mechanisms that allow Customers to rate both Your Products and Your overall performance as a seller. These ratings and any associated feedback will be publicly available on the Marketplace, and the Designer agrees to this transparency as part of their participation in the Marketplace.
6.2. Compliance with Laws: The Designer guarantees that all Products (including packaging) comply with all applicable laws, regulations, and safety standards in the countries where they are sold. This includes adherence to all marking and labelling requirements. The Designer also affirms that the Products do not contain any sexually explicit, defamatory, or obscene materials, and do not infringe upon any third party’s copyright, trademark, design, database, or other rights. The Designer agrees to be fully accountable for any non-conformity or defect in the Products. With further reference to Article 11, the Designer shall indemnify DD and will bear sole responsibility for any refund, adjustment, or replacement that DD is obliged to provide in relation to safety concerns, intellectual property infringement, or non-compliance with laws related to any Products.
6.3. Ethical Standards: As a reputable company committed to offering high-quality Products, DD expects all Designers to operate ethically. The Designer hereby confirms their obligation to maintain a working environment that protects the health, safety, and fundamental rights of their employees throughout the Term of this Agreement. The Designer agrees to comply with all applicable employment laws and regulations, paying particular attention to:
DD will not knowingly permit a Designer to offer Products on the Marketplace if the Designer violate these principles. Furthermore, the Designer is expected to apply these standards to their own suppliers.
6.4. Inventory Management: The Designer is responsible for maintaining sufficient stock levels to fulfil orders in accordance with the delivery-timeframes they have indicated for the Product in the Vendor Portal. They must promptly update the delivery information for the Product in the the Vendor Portal and notify DD in the event of any stock shortages or delays in production.
6.5. No Endangered Species: The sale of Products containing elements from endangered species is prohibited on the Marketplace. Additionally, all exotic leather products available must have CITES certification and will not be listed unless validated in accordance with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) and the International Union for Conservation of Nature (IUCN).
Article 7 - Customer Service
7.1 Limited DD Customer Service Role: DD’s obligations regarding customer service are limited to facilitating communication between the Designer and the Customer through the DD Marketplace. Any inquiries or requests received by DD relating to the Designer’s Products will be forwarded to the Designer using the contact information provided in the Vendor Portal. The Designer must ensure that all contact information provided to DD is accurate and up to date, enabling the Customers and/or DD to promptly communicate with the appropriate person within the Designer’s organisation in respect to any customer service requests.
7.2 Designer’s Customer Service Responsibilities: The Designer is solely responsible for handling all customer service issues for its Products, including, but not limited to packaging, handling, shipment, returns and adjustments of the Products. All communications with Customers must be managed through the DD Marketplace, and the Designer agrees not to communicate with Customers separately in a manner that contradicts the terms of this Agreement. The Designer will determine whether a Customer is entitled to a refund, adjustment, or replacement of a Product, and is responsible for all costs associated with any such Product refund, adjustment, replacement or return. In cases where the Designer believes a refund request is due to misuse by the Customer, the Designer must provide DD with photographic evidence and justifications demonstrating the same.
7.3 Consistency with DD Company Policies: The Designer agrees that all its Customer communications and policies concerning fulfilment, shipping, and returns must be fully aligned with the DD Company Guidelines and the Privacy & Cookies Policies.
Article 8 - Intellectual Property Rights
8.1. DD Intellectual Property: All right, title, and interest in and to intellectual property rights made available to the Designer by DD under and in relation to this Agreement, including, but not limited to the Confidential Information as defined in Article 10.1 below, shall remain with DD or its licensors. Nothing in this Agreement is intended to grant any rights to DD’s or its licensor’s intellectual property rights in any patents, copyrights, trademarks, or trade secrets. If any intellectual property rights consists of computer software disclosed in object code form, the Designer shall not, and shall not permit any other party, to reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof. In the event the Designer conceives, designs and/or develops an enhancement, modification, variation and/or derivative work that is derived or based, in whole or in part, on the disclosed Confidential Information of DD or its licensor, DD hereby agrees that any copyrightable subject matter associated with such enhancement, modification, variation or derivative work is and shall be considered as the intellectual property of DD or its licensor, as applicable.
8.2. License for marketing and Press Release Purposes: The Designer acknowledges that it is in both parties’ interest that DD promotes the Marketplace and that Customers can purchase the Designer’s Products there. You therefore hereby grant DD a royalty-free, non-exclusive, worldwide, right and license during the Term of this Agreement to use, reproduce, distribute, adapt and publish the Designer's images, brand name, trademarks, logos and related content as uploaded by the Designer into the DD Marketplace, for the purpose of promoting the DD Marketplace and that Customers can purchase the Designer’s Products there (provided, however, that we will only resize your trademarks as needed for presentation, maintaining their original proportions). This includes use of the images and other content uploaded into the DD Marketplace by the Designer in marketing materials such as in advertisements, brochures, online publications, DD’s mobile applications, website, social media platforms (such as Instagram, TikTok, Xiaohongshu etc.), promotional materials and merchandising. DD agrees to comply with Your removal requests as to specific uses of Your materials (provided You are unable to do so using standard functionality made available to You on the Vendor Portal). The Designer further agrees that DD may issue press releases and launch marketing campaigns promoting the fact that the Designer’s Products will be or are being sold on the Marketplace. The Designer acknowledges that the promotion of the Products and this license shall remain in effect until the effective termination of this Agreement.
For the purpose of clarification, the Designer’s grant of the foregoing license to DD does not in any way alter or diminish the Designer’s ownership rights in its own intellectual property. The Designer retains ownership of all intellectual property related to its Products, branding, and trademarks, images, brand name, logos, and related content.
ARTICLE 9 - Colour Scan & Colour Matching Disclaimer
9.1. Colour Scan Technology: The Designer acknowledges that while DD’s Colour Scan and Matching Technology within the Marketplace can provide accurate colour code matching, certain variations may occur due to factors beyond DD’s control, such as device settings, lighting conditions, or other external factors. Consequently, the DD Colour Code Scan and Matching Technology is provided “as is” without any warranty of any kind.
9.2. Lighting and Accuracy: Changes in lighting conditions can significantly affect the accuracy of the colour code recorded by any device. The Designer is advised to perform colour scans under controlled lighting conditions, such as a D65 light booth, which simulates average natural daylight at midday in Northern Europe and is commonly used for colour evaluation. Using this method can improve the precision of the colour scan results.
9.3. Recommendations for Accuracy: DD recommends that Designers conduct additional tests, verify results, and consult with professionals when precise colour matching is of utmost importance. Designers are also encouraged to use specialised colour scanning devices, such as those produced by Nix Sensor (https://www.nixsensor.com/) or Datacolor (https://www.datacolor.com/), for enhanced colour accuracy.
9.4. Display of Product Colours: The Designer acknowledges that the images of the Products displayed on the Marketplace are for illustrative purposes only. Although DD strives to display colours accurately, DD cannot guarantee that the images provided will precisely reflect the true colour and matching of the Products.
Article 10 - Confidentiality and Personal Data
10.1 Confidentiality Obligations: The Designer acknowledges that it will receive confidential information and trade secrets (the “Confidential Information”) from DD during the Term of this Agreement. The Confidential Information shall be deemed to include the contents of this Agreement and all information received by the Designer or made available to it in connection with this Agreement and the DD Marketplace (including, but not limited to information related to business ideas and concepts, production of materials, software development and design, business or software architecture, software not yet known to the public, clients or prospective clients, internal communications, presentations, videos, events, or meetings, or any other research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, formulas, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, analyses and other derivatives thereof), except anything designated in writing as non-confidential. The Designer agrees to maintain the secrecy of the Confidential Information and agrees neither to use it (except for the purposes permitted herein) nor to disclose it to any third party or to any of its employees who do not have a need to know it in order to perform their obligations under this Agreement, and to take all reasonable precautions to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care.
Confidential Information shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the Designer, or is rightfully acquired from a third party who is not in breach of an agreement to keep such information confidential.
10.2 Customer Personal Data: DD acts as an independent controller of any Customer personal data collected via the Marketplace, as necessary for operating, providing, and improving the Marketplace. The Designer is also a controller of Customer personal data that is strictly necessary for fulfilling orders. The Designer must not use this data in any manner inconsistent with this Agreement, the DD Company Guidelines nor the Privacy & Cookies Policies, and otherwise ensure compliance with applicable data privacy laws and regulations. The Designer is responsible for maintaining the confidentiality of customer personal data at all times.
10.3 Data Privacy Compliance: All treatment of Customer data shall be conducted in compliance with applicable data privacy laws and regulations and the Privacy & Cookies Policies. The Designer agrees not to misuse Customer data for direct mailing or communications and must adhere to all requirements set forth in both the DD Company Guidelines and the Privacy & Cookies Policies regarding the handling of Customer data. This includes ensuring that any data stored or processed is adequately protected and used only for the intended purposes of fulfilling orders and enhancing Customer experience.
Article 11 - Indemnification
11.1. Designer’s Indemnification Obligations: The Designer agrees to defend, indemnify, and hold harmless DD, along with its officers, directors, employees, and agents, from any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to:
a. The Designer’s non-compliance with applicable laws;
b. Infringement of a third party’s intellectual property rights;
c. The Designer’s Products, including the offer, sale, inaccurate fulfilment (except when caused by DD or the DD Logistics Provider), refund, cancellation, return, recall or adjustments thereof, and any personal injury, death, or property damage related to these Products, to the extent not caused by DD;
d. Any documentation, information and/or personal data which the Designer provides to DD and/or the DD Logistics Provider, which is untrue, inaccurate, modified, out of date, incomplete, or otherwise incorrect;
c. The Designer’s taxes and duties, including the collection, payment, or failure to collect or pay such taxes or duties, or any failure to meet tax registration obligations;
d. Any sales, use, value-added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or customs duties and similar assessments (including penalties, fines, or interest) imposed by any government or taxing authority in connection with the shipment of the Designer’s Products to Customer; or
e. Any actual or alleged breach of the representations made by the Designer under these terms.
11.2. Indemnification Process: If any indemnifyable Claim could adversely affect DD, DD may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at its own expense. Neither party may consent to the entry of any judgment or settle any indemnifyable Claim without the prior written consent of the other party, which shall not be unreasonably withheld. However, a party may settle any claim that is exclusively directed at and solely affects that party.
Article 12 - Limitation of Warranty and Liability
12.1 Exclusion of Warranty: DD does not warrant that the operation of the Marketplace and/or the Vendor Portal will be uninterrupted, error-free, or that it will meet the Designer’s or Customer’s specific needs. Any third-party Application Programming Interface (“API”) connected software incorporated into the Marketplace and the Vendor Portal is provided “as is,” without any warranty from DD. Only the warranty, if any, provided by the manufacturer shall apply. No implied statutory warranty of merchantability or fitness for a particular purpose shall apply.
12.2 Limitation of Liability: The parties hereto shall only be liable for damages resulting from wilful misconduct or gross negligence. In cases of regular negligence, liability is limited to:
(a) injury to life, body, or health; or
(b) direct, foreseeable, typically occurring damages arising from the breach of a fundamental contractual obligation. DD’s maximum liability for such direct damages caused by negligence or breach shall be limited to the price of the product to which the claims relate. In no event shall DD’s total and over all liability towards the Designer for any claims arising from this Agreement exceed the total referral fees paid by the Designer to DD during the twelve (12) months preceding the claim.
12.3 Exclusion of Indirect and Special Damages: In no event, whether arising from breach of contract, breach of warranty, tort (including negligence), strict liability, or otherwise, shall DD or its suppliers be liable for any special, consequential, incidental, exemplary, or punitive damages, including but not limited to loss of profit or revenue, loss of use of the Marketplace and/or Vendor Portal, cost of capital, cost of substitute products, facilities, services, replacement power, or downtime costs, even if DD has been advised of the possibility of such damages.
Article 13 - Term, Moderation, Suspension & Termination
13.1. Term: The term of this Agreement will start on the date of Your completed registration on the Vendor Portal and continue until terminated by Ys or You as provided below (the “Term”) of this Agreement.
13.2. Content Moderation and Suspension of Services: DD reserves the right to modify, obfuscate, delete, or otherwise moderate any content provided by the Designer if in the opinion of DD the content violates this Agreement, the DD Company Guidelines and/or applicable laws and regulations to ensure compliance and to maintain a high-quality marketplace experience for its Customers. Additionally, DD may suspend the Designer’s access to the Vendor Portal, the Marketplace and related services immediately under the following circumstances:
(a) If the Designer in the opinion of DD has materially breached this Agreement and fails to remedy such breach within seven (7) days following receipt of a cure notice, unless such breach exposes DD to third-party liability, in which case DD may shorten or waive the cure period;
(b) If the Designer in the opinion of DD has repeatedly infringed upon this Agreement;
(c) If the Designer in the opinion of DD has violated or failed to comply with any legal or regulatory obligations; or
(d) If there in the opinion of DD is evidence of illicit or inappropriate content, concerns regarding the safety of the Products, counterfeiting, fraud, malware, spam, data breaches, other cybersecurity risks, or if the Products are deemed unsuitable for DD's Customers.
Any suspension will remain in effect until the Designer provides satisfactory evidence that the cause of the suspension has been rectified, and necessary changes have been implemented.
DD will promptly notify the Designer of any such content moderation or suspension via the email address provided to DD by the Designer in the Vendor Portal, providing the reason(s), except where legal or regulatory obligations prevent DD from disclosing the specific circumstances or reasons for the suspension, or in cases of repeated violations of this Agreement.
13.3. Termination: You may at any time terminate your use of the DD Marketplace and this Agreement immediately on notice to Us via the Vendor Portal or via email. We may terminate Your use of the DD Marketplace or terminate this Agreement with at least 30 days’ advance notice: (a) if We stop or restrict the provision of any Services in relation to Your country or (b) if You have violated this Agreement; including the DD Company Guidelines or the Privacy & Cookies Policies (c) in compliance with the applicable rules of civil law on the termination of a contract as this Agreement, entered into for an indefinite period. We may terminate Your use of the DD Marketplace and this Agreement immediately: (a) to exercise a right of termination under an imperative reason pursuant to national law which is in compliance with applicable law; (b) where You have repeatedly infringed this Agreement; or (c) if We are subject to a legal or regulatory obligation which requires Us to terminate the provision of the services in a manner which does not allow Us to respect the notice period.
13.4. Effect of Termination: Upon termination, all rights and obligations under this Agreement will cease, except for any obligations related to Confidentiality and the fulfilment of any orders or claims in relation to Products sold before effective termination.
Article 14 - Taxes
The Designer agrees to comply with all applicable tax, import duty, tariff and other transaction-based laws and regulations throughout the Term of this Agreement.
As between the parties, the Designer is responsible for the collection, reporting, and payment of any and all taxes and duties related to the sale of Products, except if DD through the DD Logistics Provider explicitly agrees to collect, report and pay taxes, duties or other transaction-based charges on behalf of the Designer on a case-by-case basis.
The fees and payments payable by the Designer to DD under this Agreement are exclusive of any applicable taxes. If there are any additional taxes, such as sales tax (VAT/TVA/GST) and similar, are imposed on these fees, the Designer will be responsible for paying those taxes in addition to the fees and payments upon receiving the corresponding invoice from DD.
The Designer agrees to accept electronic invoices from DD in a format and delivery method determined by DD.
Article 15 - Compliance with Law and Ethical Business Practices
The Designer agrees to comply with all applicable laws and regulations and to carry out its responsibilities under this Agreement in an ethical manner and in compliance with the DD Company Guidelines, and shall not, directly or indirectly pay, offer or authorise payment of anything of value (whether in the form of compensation, gift, contribution or otherwise, to any person, DD representative, Customer, government official or organisation) contrary to any applicable anti-bribery laws, and shall at all times conduct itself in a way to ensure compliance with any applicable export control and money laundering prevention laws and regulations.
You further represent and warrant that You are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
Article 16 - Miscellaneous Provisions
16.1. Governing Law: This Agreement will be governed by and construed in accordance with the laws of France.
16.2. Dispute Resolution and Class Action waiver: Any disputes arising under this Agreement will be resolved through the Courts of Paris, France. By using the DD Marketplace, You expressly agree that any claims or disputes arising out of or relating to this Agreement, our Privacy & Cookies Policies, the DD Company Guidelines, Your use of the DD Marketplace, or any transactions conducted through the DD Marketplace must be brought on an individual basis. To the fullest extent permitted by law, You expressly waive any right to bring or participate in any class action, class arbitration, or other representative proceeding against DD, its affiliates, officers, directors, employees, agents, or service providers. All disputes shall be resolved individually through the competent courts, and no claim may be consolidated or joined with the claims of any other party. This Class Action Waiver does not prevent You from bringing an individual action in small claims court if Your claim qualifies or from seeking injunctive relief where permitted by law. However, You may not seek or be entitled to any relief that would affect other Designers or users of the DD Marketplace.
16.3. Password Security: Any password We provide to You may be used only during the Term of this Agreement to access Your own account in the Vendor Portal (or other tools We provide) to use the DD Marketplace, upload data, electronically accept orders and review Your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose Your password to any third party (other than third parties authorised by You to use Your account or the Vendor Portal in accordance with this Agreement) and are solely responsible for any use of or action taken under Your password. If your password is compromised, You must immediately change your password.
16.4. Entire Agreement: This Agreement, together with the Privacy & Cookies Policies and DD Company Guidelines as made available to the Designer via links on the Vendor Portal, represents the entire agreement between the parties with respect to the DD Marketplace and related to the subject matter described herein, and supersedes any previous or contemporaneous oral or written agreements and understandings. In the event of conflicting terms, the terms of this Agreement shall prevail.
16.5. Force Majeure: DD and the DD Logistics Provider shall not be liable for any failure or delay to perform any of our obligations under this Agreement arising out of or caused by forces beyond our reasonable control, including but not limited to strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.
16.6. Amendments: The Designer acknowledges that DD can unilaterally amended and adjust this Agreement with a fifteen (15) days prior written notice via email sent to the email address provided by You in the Vendor Panel on the date of notification. However, We may change or modify this Agreement at any time with immediate effect: (a) if We are subject to a legal or regulatory obligation which requires Us to change the Agreement in a manner which does not allow Us to respect the notice period; or (b) to address any unforeseen and imminent danger related to defending the Marketplace and the related services, the Customers or You from fraud, malware, spam, data breaches or other cybersecurity risks. We will also notify You via email to the email account provided by You in the Vendor Portal on the date of notification about any such immediate change or modification. Your continued use of the Marketplace after the effective date of any change to this Agreement in accordance with this Article 16.6 will constitute Your acceptance of that change. If any change is unacceptable to You, You agree not to use the DD Marketplace and to end this Agreement as described herein.
16.7. Validity and Interpretation: The nullity of any provision of this Agreement shall not affect the validity of the remaining provisions in their entirety. In the event of the nullity of a clause of this Agreement, the parties shall endeavour, to renegotiate and/or hereby instructs the judge of competent jurisdiction to adjust the article to correspond to an economically equivalent clause. The authentic language of this Agreement and subsidiary or associated documentation is English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail.
16.8. No waiver: The failure by either party to enforce any of its rights under this Agreement shall not be construed as a waiver of such right.
16.9. Independent Parties: The parties acknowledge and agree that they are entering into this Agreement as independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the parties. Except as otherwise expressly stated herein, a party shall act solely as an independent entity and shall have no authority to bind or act on behalf of the other party in any manner. Each party shall be responsible for its own obligations, liabilities, and expenses incurred in connection with this Agreement.