Terms

Terms

PREAMBLE

The StyledU Wholesale Marketplace enables Sellers to sell products to professional buyers. StyledU acts as a technical facilitator within the legal framework of the contract and these Terms of Use concluded with the operationally and legally responsible buyer or Seller.

  1. SCOPE AND CONCLUSION OF THE CONTRACT

(1)     The website which is accessible over the internet at www.styledu.com (hereinafter referred to as the “Platform”) is operated by Things I Like StyledU. 263 Edwards Street, Ridgewood NJ 07450, USA hereinafter referred to as “StyledU”

(2)     The Platform is a marketplace, where the Seller is enabled to list products and fulfil orders coming from professional Buyers through the StyledU Business Platform.

(3)     Contract conclusion and the fulfilment of contracts concluded between Sellers and Buyers (together referred to as “Members”), using the Platform, are solely the responsibility of these parties. For this purpose, StyledU provides the necessary infrastructure; however, StyledU shall not act as a representative of any Member and shall not become a contracting party to an agreement concluded between Seller and Buyer.

(4)     The following Terms apply to all contracts regarding the use of the Platform by the Seller. The relationship between registered Buyers and StyledU is governed by the Terms of Service which are listed here.

(5)     After the conclusion of the Contract, the wording of these Terms will be accessible online and printable in the current version for the duration of the Contract.

(6)     The object of these Terms is the access to the Platform as a registered Seller. The conclusion of a contract forms a Framework Agreement (hereinafter “Contract”) between the Seller and StyledU for a definite or an indefinite period of time until terminated by one of the Parties within the scope of these Terms.

  1. REGISTRATION AS SELLER

(1)     The setup of a Seller’s account on the Platform (hereinafter “Account”) is necessary to use all functions provided on the Platform. Seller has to apply for an Account by using the registration form on the platform.

(2)     StyledU may, in its sole discretion, decide whether a Seller will be provided with an Account and gets access to the Platform or not. StyledU is not obliged to state a reason for refusing a Seller.

(3)     Only an accepted Seller will receive access to his Account. Seller will replace the provided password by a sufficiently secure personal password immediately. Seller’s Email-address forms his username which is, together with his Password, hereinafter referred to as his “Log-in Data”).

(4)     The Seller may freely choose a username as long as the choosing of the username does not infringe the law or the right of any third person and does not consist of the name of the country or the category of service, unless this is part of the Seller’s formal name. There is no right to the assignment of a specific username.

(5)     Only legal entities and natural persons undertaking business are permitted to use the Platform. Any person or legal entity may register as a Seller, however only with one Account. The opening of more than one Account is prohibited. The Platform is for business purposes only. All Sellers agree that when concluding the Contract, they are acting in their commercial or professional capacity.

(6)     Sellers must register for themselves and provide all data demanded by StyledU. The Seller warrants and represents that all of the data provided for registration is accurate. No Seller that has been excluded from using the Platform or whose contract has been terminated by StyledU for a good cause in the past may – without the explicit consent of StyledU – re-register.

(7)     The use of the Platform is only possible if current and valid data are provided for registration according to para 4. The e-mail address serves the communication with StyledU and will be used for all correspondence related to the Contract and any correspondence with other Sellers as the case may be. StyledU will send information regarding the Platform and invoices to this e-mail address.

  1. GENERAL USE of THE PLATFORM

(1)     Sellers may use the Platform in accordance with these Terms, applicable laws, and its functions at any given time. Sellers may use the different services of StyledU (like Insights) such as available and provided by StyledU from time to time.

(2)     Each Seller may influence his Platform Profile within the limits of the Platform specified by StyledU. The Profile may be viewed and edited any time on the Platform.

(3)     StyledU reserves the right to modify the services offered on the Platform and/or to offer services that differ from those offered at the time of the Seller’s registration at any time. However, StyledU will take the Seller’s interests into account and refrain from changes that are unreasonable to the Seller.

(4)     If in the context of communication between Members contractual relationships arise only the Members involved will become parties to the contract. StyledU is neither messenger nor representative of the Member and will not become contractual party except if otherwise explicitly regulated. The Sellers alone are responsible for the execution and/or fulfilment of any contracts that they may enter with Buyers or third parties. StyledU cannot be held liable if Buyers are unable or unwilling to fulfil contracts concluded or can for whatever reason not be contacted over the Platform.

(5)     StyledU treats personal data of Sellers carefully and complies with the applicable data protection regulations.

  1. UPLOADING CONTENT ON THE PLATFORM

(1)     The Seller may within the Seller’s Profile or elsewhere on the Platform upload photographs, videos links, texts or any other information (hereinafter altogether: “Content”). Without giving reasons, Content may be rejected, removed, edited or placed in different areas of the Platform. The Seller may be informed about the aforementioned changes; however StyledU is not obliged to do so.

(2)     The Seller will take utmost care that all information used by him on the Platform is correct. When placing hyperlinks the Seller must make sure that the links actually work. In addition, the same obligations as for Content apply for the content of the linked website.

(3)     StyledU may at its own discretion substantiate these rules for using the Platform at the designated area on the Platform. The Seller accepts to abide by any such rules forming an integral part of these Terms.

  1. SELLER’S DUTIES

(1)     The Seller undertakes to ensure that any Content placed on the Platform does not violate any applicable law or morality by its content, matter or form. The same applies to external hyperlinks placed by the Seller and the content of the websites linked. It is explicitly forbidden to publish Content that constitutes, relates to or contains

  • racism
  • glorification or overexposure of violence and extremism of any kind
  • encouragements or incitements for crimes or violation of law, threats against the limb, life or property
  • agitation against individuals or companies
  • statements violating personality rights, libels, defamations of StyledU, other Members or third parties and violation of Unfair Competition Law
  • copyright infringements or other infringements of intellectual property law
  • foul language
  • sexual harassment of Members or third persons
  • pornography
  • offensive, sexist, obscene, crude, repulsive or nauseating materials, manners or mode of expression
  • religious proselytizing

(2)     The Sellers must refrain from any activities capable of affecting or excessively straining the operation of the Platform or its technical infrastructure. This especially refers to

  • applying software, scripts and databases in connection with the use of the Platform
  • automatic readout, blocking, overwriting, modification, copying of data and/or other content unless necessary for the use of the Platform
  • automated placement of Content unless expressly permitted by StyledU
  • dissemination and/or communication to the public of any content of the Platform without permission of StyledU

(3)     When using the Platform the Seller must not

  • try to manipulate any other Member’s profile
  • try to get knowledge of other Member’s Log-in Data no matter by which means
  • send unsolicited advertising messages over the Platform to any other Member unless this specific Member has consented to receive this message prior to the sending

(4)     If any problems occur when using the Platform or its features the Seller will inform StyledU immediately. Sellers will also inform StyledU in any case they gain knowledge of Content published by others that is obviously violating applicable law or rights of third-parties or infringing this Section of these Terms.

(5)     The Seller is obliged to handle the Log-in Data carefully and to prevent abuse by third parties. The account is strictly personal and bound to the Seller. The Seller must not

  • transfer the account to a third party
  • provide access to the Platform by making his Log-in Data available

Without the express permission of StyledU. StyledU will treat any action undertaken by using the Log-In Data of the Seller as to have been carried out by this Seller.

(6)     In case the Seller suspects his Log-in Data has been or may be obtained or used by any unauthorized person or entity, he must notify StyledU immediately.

(7)     The Seller is obliged to keep all data in his Seller’s account correct at all times. Any changes must be adapted in his Seller’s account without undue delay. This especially relates to his e-mail address, physical address and any account information as the case may be.

  1. CIRCUMVENTION PROHIBITION, EXCLUSIVITY

(1)     Any conscious circumvention of the Platform by the Seller is strictly prohibited and can result in the immediate termination of the Seller’s account. The Seller will not try to induce Buyers who contacted him through the Platform to transact outside of it. Additionally, whenever the Seller is contacted by a Buyer and informed that the discovery of his products happened through StyledU, the Seller will redirect the Buyer to the Platform for any transaction arising from their conversation.

(2)     Should a Seller request that a contract shall be concluded in breach of the aforesaid regulation, this circumvention request must be declined. Sellers should immediately inform StyledU about any circumvention requests by other Members.

(3)     The Seller will not offer an identical or a substantially similar product through any online B2B Platform that is a direct competitor of StyledU Business during the time period this contract is valid. Every online B2B wholesale market platform is deemed to be a direct competitor of StyledU.

(4)     The Seller agrees to list its products on the Platform at his most favoured prices in comparison with his regular on- and offline wholesale and /or discount prices

  1. RIGHTS OF USE

(1)     The Seller grants StyledU a royalty-free, transferrable and not terminable right of use of the published Content without any restrictions on content, location and time. At all times, StyledU is entitled to use, edit and to make use of the Content in view of promoting the StyledU -Websites and its services. In particular, this includes the right of reproduction (in print and online), the right of distribution and the right to communicate to the public, especially the right to make it available to the public. StyledU will indicate the originator whenever this is feasible. The Seller’s right to grant rights to third parties as part of a licence-agreement remains unaffected. For the avoidance of any doubt, it is maintained that the license granted to StyledU is unaffected by the termination of this Contract and the Seller deleting Content from his Seller Profile.

(2)     The Seller warrants and represents that all Content uploaded is free of any opposing intellectual property of third parties and guarantees that the license granted at sect. (1) above can legally be granted to StyledU. Para 14 applies in the case of any breach of this provision.

(3)     All rights concerning the Platform (especially trademarks and copyrights) are with StyledU. The Seller will take this into account and will refrain from making private or commercial use of any Content beyond the purpose of and the possibilities within the Platform. Reproduction, distribution and or publication of Content uploaded by StyledU, other Sellers or third parties are prohibited. For the avoidance of any doubt, it is maintained that StyledU does merely grant a right to the mere use of the Platform over the Internet as such.

  1. COMMISSION, INVOICING AND PAYMENT CONDITIONS

(1)     The Registration as a Seller is free of charge.

(2)      StyledU shall receive a remuneration in the form of a procurement commission, as agreed on in the Contract, for all purchase contracts concluded and performed by the Seller with a Buyer on or via the Platform (hereinafter referred to as “StyledU Commission)

(3)     StyledU Commission is due for all successful orders concluded on the Platform or via the Platform if the product was offered on the Platform to the Seller but sold under circumvention of the Platform.

(4)     The basis for StyledU commission’s calculation is the products selling price , net of shipping prices.

(5)     The StyledU Commission related to eligible transactions is going to be invoiced to the Seller on a monthly basis.

(6)     StyledU is to be considered a sales Agent for any new business contact (Buyer) generated through the Platform. As such, any current and future transaction between the Seller and the Buyer is eligible for a StyledU commission to be applied.

(7)     Payments may be made using one of the following payment methods which will be announced by StyledU :

Paypal

If StyledU is unable to collect any fees from an account designated by the Seller due to lack of funds or if any other payment shows to be invalid the Seller shall bear all costs arising there from. This especially includes any bank charges.

(8)     StyledU will send invoices in the English language to the designated e-mail address and store them within the Seller Account. Payment reminders will be delivered electronically to the designated e-mail address in the Account.

(9)     All fees are excluding VAT if at all applicable.

(10)   StyledU invoices, pays and transfers any applicable fee in US dollars and therefore StyledU is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than EURO, nor is StyledU responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your PayPal account.

  1. PAYMENTS AMONG MEMBERS

(1)     Seller and Buyers are responsible for arranging and executing payments for orders generated via the Platform, and to update StyledU on the status of such payments, via the interface provided on the Platform, as soon as they are carried out and received.

(2)     StyledU guarantees the Seller and the Buyer the possibility of accessing and updating payment information through the Platform at any time a payment is due or to be received.

  1. INVOICING TOOL

(1)     As an additional service, StyledU may offer the Seller the possibility of issuing drafts of invoices for orders generated through the platform.

(2)     The Seller is responsible for checking the invoices for correctness before sending them to his contractual partner. He acknowledges that StyledU is acting on his behalf and that he is solely responsible for the correctness of hi invoices.

(3)     Seller will report any inaccuracy that may occur due to a male function of the invoice tool to StyledU.

  1. GEOGRAPHIES OF SALE

(1)     StyledU Business is a global Marketplace. Limitations to the geographies in which the Seller’s products are sold will be applied by StyledU only if the Seller informs StyledU via email about limitations to the geographies of Sales.v

(2)     The Seller must promptly notify StyledU via email in case information about enabled countries of sale should be changed for any reason.

  1. CONFIDENTIALITY

(1)     The parties agree that all information disclosed to the parties in connection with performing the Contract and these obligations shall be treated confidentially.

  1. DURATION OF THE CONTRACT, TERMINATION, BLOCKING

(1)     If not explicitly agreed in writing otherwise, the contract shall generally be concluded for an indefinite period of time.

(2)     Besides and beyond that the Parties’ rights to extraordinarily terminate the contract for good cause remain unaffected. A termination for good cause on behalf of StyledU is justified in any case of a serious breach of the Framework Agreement, inter alia when

  • the Seller violates his obligations as in Para 2 of these Terms, especially if the Seller fails to register under his own name, chooses a prohibited username or re-registers after a Framework Agreement has been terminated by StyledU for a good cause in the past
  • the Seller violates his obligation according to Para 6 of these Terms by carrying out sales goods that were offered on the Platform by circumventing the Platform
  • the Seller severely violates the Seller’s duties set forth in Para 8 of these Terms in a manner that makes it unbearable for StyledU to hold on to the contract with this Seller. This is especially the case when
    • the Seller publishes Content that severely contradicts the prohibitions as in Para 8
    • the Seller tries to manipulate any Seller’s profile or tries to get knowledge of other Seller’s Log-in Data
    • the Seller transfers his Profile to a third Party without permission of StyledU
    • the Seller violates the Seller’s duties set forth in Para 5 or 12 of these Terms and fails to stop the violation within a reasonable time after being asked by StyledU to do so. This is especially the case when
      • publishing Content that contradicts the prohibitions as in Para 5
      • automatically collecting information about Content or Sellers by means not explicitly provided for on the Platform
      • automatically placing Content unless expressly permitted by StyledU
      • sending unsolicited advertising messages over the Platform to any other Seller unless this specific Seller has consented to receive this message prior to the sending
      • the Seller provides access to third parties by giving his Log-in Data available to a third party
      • the Seller discloses confidential information to third parties
      • the Seller is in default with payments and fails to pay due fees within the deadline set forth in a warning letter to be sent to the e-mail address provided within the Account
      • the Seller in connection with the use of the Platform undertakes any illegal actions, especially
        • against StyledU or any other Seller
        • any involvement in money laundering, whereby a reasonable suspicion suffices
        • StyledU is notified by regulatory bodies or any competent court worldwide of any illegal action of a Seller in connection with the Platform.

(3)     Any payment due remains unaffected by a termination.

(4)     Termination notices can be given in text form (including e-mail). Any termination notice by StyledU can, in addition, be displayed upon next login by the Seller.

(5)     Instead of declaring the termination of the contract for good cause (Para 15(2) above) StyledU may block the Seller’s access to the Platform for an indefinite period at his sole discretion. StyledU shall instead of terminating the contract exercise the right to only block the Seller’s access to the Platform in cases of reasonable suspicions of illegal action. In addition, StyledU may block the Seller’s profile in the event the authenticity of the Seller’s profile is in question or the e-mail address given in the Seller’s profile is not available.

(6)     In the case of the termination of the Contract, the Seller can no longer access his Account and any information attached thereto. StyledU may inform other Sellers of the termination of the Contract and delete any Content provided by the Seller.

  1. WARRANTY AND LIABILITY

(1)     StyledU endeavours to offer a steady service free of interferences. However, this applies to services StyledU can influence. The Seller recognises a full and complete availability of the Platform at all times is technically impossible. StyledU may limit the accessibility of the Platform partially, temporarily or permanently for reasons as maintenance work, capacity issues or because of other issues outside his sphere of his influence. The Seller can neither claim maintenance of single functions of the Platform nor the general availability and use of any existing functions as may be of the Platform.

(2)     StyledU cannot be held responsible for the content of invoices provided according to Para 10 (1) of these Terms.

(3)     Content uploaded to the Platform will not be pre-checked by StyledU. Therefore, StyledU cannot be held responsible for the validity, legitimacy, accuracy, reliability, actuality, adequacy and/or completeness of the Content and/or any other information available through the Platform.

(4)     StyledU is not liable for slightly negligent breaches of duty. StyledU’s liability for malice, gross negligence, injuries to persons and liability according to mandatory legal provisions remains unaffected by the aforementioned limitations of liability.

(5)     The limitation of liability applies to damages caused by authorised auxiliary persons as well. StyledU is not liable for acts of Sellers or third parties. These persons do not act as vicarious agents of StyledU Liability for indirect or consequential damages is excluded to the extent permitted by law.

  1. RIGHT OF INDEMNITY

(1)     The Seller will keep StyledU and his employees or agents indemnified against all claims of third parties regarding alleged or actual violations of rights and liberties and/or violation of third-party rights by acts of the Seller in connection with the use of the Platform and/or Content published by the Seller.

(2)     The Seller will compensate StyledU for all costs incurred by claims of third parties against StyledU. Eligible costs include costs for appropriate legal actions and defence that arise for fighting claims of third parties. In this case, StyledU will inform the Seller about required legal measures immediately.

  1. FINAL PROVISIONS

(1)     StyledU reserves the right to amend these Terms at any time without stating reasons. The new Terms will be displayed in the course of the login procedure or may be sent to the Sellers by e-mail. By continuing to use the Platform the Seller agrees to the changes. The same applies if – in the case of the new Terms being sent via e-mail – the Seller fails to disapprove of the application of the new Terms within two weeks after receipt of the e-mail. In the case of disapproval by the Seller StyledU may terminate the Contract with three-month notice.

(2)     Side agreements to the Contract and these Terms have not been entered into. Modifications and amendments have to be made in writing in order to be legally valid. If any provision or clause of these Terms shall be held invalid, this invalidity shall not affect any other provisions. The invalid provision shall be deemed to be replaced with a legally effective provision coming as close as possible to the commercial sense and purpose of the invalid provision. The same shall apply to any gap in these Terms.

(3)     StyledU is entitled to transfer this contract with all its rights and duties to any third party.

(4)     The agreement between the Seller and StyledU including these Terms shall be governed exclusively by USA law.

(5)     The Ordinary Courts at the domicile of StyledU shall have exclusive jurisdiction with regard to any dispute arising from or in connection with the Contract or any other relationship between the Seller and StyledU irrespective of the legal basis. StyledU shall be entitled to submit lawsuits against Sellers to other courts according to applicable law. This is subject to the application of other mandatory jurisdiction.