DESIGNER PARTNER TERMS AND CONDITIONS – She Wore Flowers

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DESIGNER PARTNER TERMS AND CONDITIONS

SWF Designer Partnership Terms, Conditions & Guidelines 

As a broker agent that provides a platform and supports your business, our Designer Partners’ commitment to She Wore Flowers is an essential element of the partnership. 

  1. Introduction

She Wore Flowers Ltd. (“SWF”, “we”, “us”, “the Marketplace”) owns and operates the website www.sheworeflowers.com (the “Website”). These terms and conditions (the “Terms”) comprise an electronic contract between you (the “Designer Partner”/“DP”/”you”) and us in connection with your use of the Website and the services provided to you by us. It is imperative that you read and fully understand the Terms as by being featured on the Website you acknowledge that you have read, understood and agree with the Terms. If you breach any provisions of these Terms, your right to be listed on the Website will cease immediately.

SWF is entitled to change the Terms, charges, or services offered by us from time to time as the platform grows. The DP acknowledges that it is their responsibility to check for updates on the Website on a regular basis to ensure they are continuously aware of any changes that occur. Where reasonably able, SWF will provide 30 days’ written notice to the DP of any amendment to the services or charges. In rare cases, SWF reserves the right to make urgent amendments to the conditions and/or services or charges from time to time without notice. 

  1. Definitions and Interpretation

In these Terms, the words to follow will have the following meanings only and will not affect the interpretation or construction of the Terms:

“Agreement” refers to the agreement and commencement business terms and conditions between SWF and the DP

“Terms” means these terms and conditions and any document referred to in them, or any amendment brought into effect from time to time.

“Confidential Information” refers to any information that would be regarded as confidential by a reasonable business person relating the affairs, customers, business, clients, suppliers, plans, operations, processes, product information, platform, designs, trade secrets, or software of either party.

“Service” refers to the services and features that SWF will offer its customers and DPs

  1. SWF Service

Our Service provides a marketplace on which DPs products can be promoted and sold. Upon commencement of the Agreement, SWF will agree to promote and sell your products directly to customers through the website. This agreement constitutes a contract between the two parties (DP and SWF) that will commence either from the date of your written email consent to proceed with the agreement, or from the launch date of the website of November 9th, 2018 if a DP has agreed previously.

Transactions between DPs and their customers are strictly between the DP and customer. SWF is not a party to or otherwise part of the actual physical transaction of product and is not liable for anything that may occur during or after a transaction. SWF may, but has no obligation to, assist in the resolution of disputes between DPs and their customers, other DPs, or other users of the Website.

At no time will SWF purchase inventory that is listed for sale on the Service. We may ask you to loan us product at certain times, such as: 

  • Trunk shows or similar marketing events that the DP wishes to be a part of;
  • Photoshoots or any similar circumstances; or
  • Any other similar circumstances agreed in writing between SWF and the DP.

In such circumstances, SWF will retain the product for further marketing use or return it to you as agreed between us.

We reserve the right to modify, suspend, or discontinue the Website and/or Service, in whole or in part, without notice. We shall not be liable to you for any modification, suspension, or discontinuation of the Website.

  1. Designer Partner Account

As part of your use of the Service, we will create an internal DP account (an “Account”). You must be at least 19 years of age to use the Service. It is your responsibility to ensure that all information, content, material, or data you provide to us as we create your Account is at all times correct, complete, accurate, and not misleading. We accept no responsibility for any loss or damage to you arising from Account information that is not correct, complete, and accurate, or is misleading. This information will be held securely on our business drive, and although we will protect this information to the best of our ability, we ultimately cannot guarantee that any form of technology is 100% secure.

  1. Designer Partner Content

You shall retain ownership of any views, opinions, reviews, ratings, comments, content or material you submit, display, distribute, upload, post, share, publish or otherwise make publicly available to us to be used on or through the Service (the “User Content”). You grant (and you represent and warrant that you have the right to grant) to SWF an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works including for marketing purposes, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights. You irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to the User Content.

We refuse to collect, upload, transmit, display, or distribute any User Content that:

  • violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
  • is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;
  • is harmful to minors in any way; or
  • is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

We make no guarantees regarding the accuracy, currency, suitability, or quality of any content from other DPs or Website users. Your interactions with other Website users are solely between you and such other users. You agree that SWF will not be responsible for any loss or damage incurred as the result of any such interactions.

We are not obligated to keep a backup of the User Content. We accept no liability for lost User Content.

  1. Designer Partner Requirements and Commitments

As a Designer Partner you agree and promise that:

  • You agree that this Agreement takes effect and is fully enforced by your written email consent to proceed with your Designer Partnership with SWF
  • You are a registered business in your jurisdiction;
  • Any business or potential business to you as a DP that is a direct result of customer discovery on SWF or any of its affiliated marketing endeavours account occurs on the website and is not re-directed to a different means or location of sale. If custom orders must be set up as a result of a customer question or query, they can be directed to SWF for such a custom order to be set up for you. If it is found that customers are re-directed to a DP’s alternate shop front it is grounds for termination of the contract
  • You will notify SWF of any changes to items that are listed for sale on the Service immediately (ie. out of stock, increase or decrease of price, item sale, no longer making a particular item, etc);
  • You abide by the clause that states your items must be priced the same as, or lower than, anywhere else (physical location or retail included). This includes when you have discount sales or offers. These offers must be extended to your products on SWF and you must notify us in advance to activate such sales on SWF.
  • You agree to confirm orders with SWF within 24 hours in which the original order email from orders@sheworeflowers.com was sent to you.
  • You maintain the top of the line quality expected;
  • You adhere to the product photography regulations listed in these Terms;
  • You give SWF the right to use any product photography that may appear in your social media accounts, website, or other articles to be used as SWF marketing material of your brand as long as the products shown are those which are listed on the Service or tend to be listed on the Service.
  • You understand that during times in which we enlist third parties to execute marketing endeavours (such as external blog posts and social media posting) that we will do our best to link directly to your social tags, but that first and foremost, visitor discovery will be linked directly to SWF as opposed to your business account. It is there in which customers will then be linked to your products. Many times these are paid marketing incentives, and as a business, we must understandably be guiding traffic to SWF to then shop your products, not your personal business page.
  • The information regarding products, descriptions, and your own biography and information is true and accurate and in no way is misleading, offensive, pornographic, inappropriate, or discriminatory in any way;
  • Any items that are non-cancellable (for instance, due to being made-to-measure) are labelled as such on the listing;
  • Delivery times and estimates are properly communicated for listings;
  • You will not include or expect any direct or indirect link to any other websites in any item description or on any other SWF page;
  • You as the DP will ensure that you do not hold SWF liable for any liabilities, costs, fines, expenses, damages, losses, or any other similar dispute that occurs between your product and customers or other sources; and
  • You will maintain appropriate record-keeping in the event you need to recall or refer back to any of your products, sales, or customer interactions.
  • You take all responsibility and liability for your own items whether it be in your hands or the possession of customers or any affiliates

SWF reserves the right to terminate the Agreement and/or relevant product pages if you fail to comply with our high standards of quality or you breach of any of the terms above. Until the issue is resolved, SWF has the right to keep that said page deactivated.

It is encouraged that all of our DPs sell via online boutiques, physical retail locations or fairs and exhibitions. With that being said, DPs are not permitted to sell through another website with a similar business model to SWF. If you are ever approached by a similar marketplace or opportunity and you’re unsure as to whether this would violate these Terms, we encourage you to get in touch with us for clarification. 

It is expected that you as a DP conduct yourself in a way that conveys respect and mutual cooperation. SWF reserves the right to terminate the Agreement and your affiliated pages on the Website if any abusive comments or communications take place by you towards SWF staff, affiliates, or customers, potential customers, DPs, or other Website users.

  1. Photography Requirements

Professional level retail/commercial photography is mandatory for listing items on the Service. Any items that are clothing (ie. Dresses, shawls, veils, robes, etc) must feature a photograph of the product being adorned on a real bride, or model. Only in special circumstances (for instance, some jewellery, accessories or lingerie) will this requirement be waived, and such situation as such must be approved by SWF. Mannequin photos will not suffice and will not be posted for any product category. Photographs cannot be watermarked/branded with a logo. Each listing is preferred to have at least two photographs, the main image of it being adorned on a person, and the subsequent images either being still on a model/bride, or the product with clear, high quality detail shown not being worn against an appropriate background. All photos are reviewed and approved before SWF will upload them to a listing.

If you have new photos of an item that SWF has already listed, you can email the new photos along (info@sheworeflowers.com) with the product name to your SWF representative and we will upload them for you. If you are unsure if a photo meets the requirements, you can email the photo to us for confirmation.

  1. Products and Pricing

Once you have been accepted as a Designer Partner, SWF will liaise with you to choose which of your items to list on the site. Ultimately, SWF has the right to decide which items out of the ones you have put forward to be featured, will appear on the Site. All prices listed on SWF must include all taxes and any additional charges applicable to a DPs jurisdiction. You are solely responsible for collecting and remitting all applicable taxes and/or other fees associated with the sale of your products through the Service. The listing price shall not include shipping costs, as this will be displayed separately. The DP is solely responsible for providing the correct cost and accounting for all taxes or transaction charges applicable accordingly. It is up to the DP to decide on how much they want us to price their items for, depending on the tier of membership chosen.

  • Non-Exclusive Tiers – Items must be the same as, or lower than, anywhere else the item is listed
  • Exclusive Tiers – The items are exclusive to SWF and not sold elsewhere, so you can set the cost how you’d like

The DP may be notified from time to time that their product has been featured in one of SWF’s marketing endeavours, therefore it is imperative that all items that have been listed on SWF are in stock, or are readily available to be made to order. DPs will be invited to apply to be featured in SWF marketing campaigns from time to time, and it is SWF’s discretion as to who will be accepted into said campaigns. 

It is up to the DP to dictate what product category they feel a product will fit in to, but SWF may override this when necessary and apply it to a different, more suitable product category, or additional category secondary to the one requested.

It is ultimately up to SWF to decide which items to list on the website. As prices are listed in US Dollars, if your shop runs on a different currency, your prices will be set to USD on the day’s rate in which the items were uploaded. SWF is not responsible for any loss in profits due to poor exchange rate fluctuations.

Commission rates payable to SWF are calculated on total product cost only, and are not inclusive of shipping fees.

All orders on the Website are collected in American dollars.

  1. Orders

Once an order is placed by a customer, the following process will occur:

  • Orders are collected in USD by way of Shopify Payments (Stripe). SWF will notify the DP via email of the order and provide all relevant customer contact and order details. It is up to the DP to then communicate back to SWF within 24 hours (48 hours under extenuating circumstances) that the order is accepted and confirmed to begin processing. A short email simply stating “Approved!” will suffice. Following this, the DP must:
    • contact and liaise with the customer as necessary to fulfil the order, communicate the estimated timeframe of fulfilment, and any other imperative details of the order that are required;
    • fulfil the order upon the timeline provided to the customer, and notify them immediately if this timeframe is to be adjusted for any reason;
    • respond to any customer complaints promptly and courteously in a timely manner within one business day; and
    • Notify SWF of any refunds if necessary
  1. Payment

Upon checkout completion, payment will be diverted to the SWF USD holdings account, as payments are collected via Shopify Payments (Stripe). The funds are subsequently passed on to the DP once they have cleared, minus the commission rate and transaction fees. This will happen around the 15th or 30th of each month in the following ways:

  • We will send through payment to Designer Partners via the discussed method based on your location.
  • Any occurring transaction fees via methods of payment are the responsibility of the Designer Partner unless otherwise stated and agreed in writing.

All applicable transactional fees (Shopify Payments/Stripe) are deducted from the sum upon order and are not the responsibility of SWF, as these are present on any online store. It is up to the Designer Partner to review the applicable fees that are typically charged with ecommerce orders when using these services, and accommodate these fees in your listing costs. SWF will notify DPs if any other forms of payment are ever added to the checkout option so that all parties can be aware of fees and charges that will be applied. We currently cannot use Paypal as SWF is a Canadian company and Paypal does not allow its users to add a bank account that is not in their country’s currency. Please be aware that it can take 3-5 business days for order funds to enter the SWF holdings account from Shopify Payments.

  1. Refunds and Returns

It is up to the DP to dictate their return policy which will appear on the website clearly and concisely and it must be compliant with the regulations set out in their jurisdiction. The DP will report any returns/refunds to SWF (info@sheworeflowers.com) and note the reason. Returns and refunds must be refunded by SWF, so the following must occur:

  • If you have not yet received funds yet for that order from SWF, simply notify us and we will refund the customer.
  • If you have already been paid the funds for the order that is to be refunded, you must send the full amount back to SWF via the discussed payment method. SWF is not responsible for any transaction fees which may occur and it is noted in the SWF Customer Terms and Conditions located on the website that SWF carries a refund fee that ranges between $10-$15 USD to cover the majority of transfer fees that will occur. It will be up to the DP to notify the customer of any loss in refund value.

If you fail to let SWF know that an item is no longer for sale or is out of stock and a customer purchases the item and requires a refund, the commission on the sale to SWF is non-refundable to the DP. For all other types of refunds, the single commission fee paid in respect of the refunded products will also be refunded.

  1. Marketing and Promotional Events

From time to time, SWF may hold marketing or promotional events such as sales and discounts. SWF will notify the DPs of the event and the DPs shall inform SWF as to whether or not they wish to be involved in the promotion. The DP allows the use of their photography by SWF to assist in promoting SWF and their own brand to potential customers. Occasionally, SWF may hold a promotional event in which SWF bears the cost of the event, at which time all products being listed on the website will be involved.

As stated in the initial proposal, certain marketing incentives are included in a DP’s membership with SWF. This includes sporadic social media posting drawing customers to a DP’s section of the SWF website, and/or a DP’s product photos being advertised on the home page or collections pages either as features or as the background to product categories. Photography must meet certain requirements in order to fit the parameters of these website marketing endeavours of a DP’s brand. For instance, if SWF does not have a large enough photo file size from a DP of a particular product and/or any of their products, we may not be able to feature that image on certain areas of the website as it requires a larger photo size to not appear in poor resolution.

  1. Charges and Fees

The breakdown of charges and fees in relation to listing on SWF which the DP must pay include: 

  • A one-off non-refundable joining fee (may be waived in special circumstances);
  • A single commission fee on all items sold through the Service, reflecting the percentage previously agreed to between the DP and SWF;
  • Any currency conversion fees or transactional fees at the time of order and all subsequent payments;
  • Any re-activation fees that occur for any reason after deactivation of an account or listing
    • This may occur if a DP ends their Agreement with SWF but at a later date decides they would like to join again; and
  • Any fees that may be included in future marketing and promotional endeavours (which would only occur after written consent between SWF and the DP).

It is important that the DP keeps their current banking information, address, and other important business information listed with SWF accurate and up-to-date. Any transfers that occur to an out-of-date bank account, or other form of payment account and are subsequently lost, are the sole responsibility of the DP and it is not up to SWF to reimburse the DP for the lost transaction. It is the responsibility of the DP to pay for any banking charges or administrative expenses incurred with any transfers by SWF to the DP.

Charges and fees are subject to change over time with written notice to the DP. Fees or charges occurring through financially involved parties (banks, or methods of payment) can change without warning and this is beyond the control of SWF.

If at any point SWF suffers losses due to a Customer/Designer Partner transaction or non-action (for instance refusal to abide by your refund policy) you as that Designer Partner will be invoiced for such losses. 

  1. Term and Termination

We will begin listing products through the Service once:

  • SWF has received a satisfactory complete Application Form from the prospective DP;
  • SWF has notified the prospective DP that their application has been accepted; and
  • SWF has directly reached out to a designer and invited them into a partnership.

Due to special circumstances and if you have agreed to becoming a designer partner prior to our launch date, the very initial contract date will commence on November 9th, 2018.

Your right to continue listing products through the Service will continue for as long as the Agreement is in effect.

It is either party’s right to terminate the Agreement with at least 30 days notice in writing.

SWF reserves the right to immediately terminate the Agreement in writing without liability to SWF if:

  • The DP fails to pay any charges or fees payable to SWF within one week (7 days) of its due date.
  • The DP commits a breach of the Terms and/or other policies and fails to remedy the breach within one week of a written notice to do so; 
  • There ceases to be any contact from the DP 72 hours after an order has been placed and SWF has emailed you notifying you of the order; or
  • The DP closes their business, is a subject of bankruptcy, or if the equivalent of any similar events occur.

If termination occurs for any reason, the DP must pay any outstanding balance or charges to SWF up to and including the date of termination.

  1. Privacy

We are committed to protecting your privacy. By being a DP, you agree to the way in which we process and deal with your personal information. The information you provide to us for your Account is considered confidential and will not be shared with third parties unless it is specifically deemed necessary. We will never share your financial information with anyone outside of SWF unless it is for a purpose such as accounting/tax purposes/etc. 

  1. Third Party Links

We may provide links through the Website to the websites of third parties. These websites are owned and operated by third parties over whom we do not have control. SWF has not reviewed all of the sites linked through the Website and accepts no responsibility for the contents or use of third party websites. The inclusion of any link does not imply endorsement by us Bay of the website. Use of any such linked websites is at the user's own risk. Any links to third party websites are provided for your interest and convenience only. We are not responsible or liable for any loss or damage you may suffer or incur in connection with your use of any third party websites or for any acts, omissions, errors or defaults of any third party in connection with their websites.

  1. Intellectual Property

SWF owns and retains all proprietary rights in the Website and Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Website contains the copyrighted material, trademarks, and other proprietary information of SWF. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Website. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

Subject to the limited licenses granted in these Terms, no licence is granted to you or any other party for the use of SWF’s intellectual property.

Any third party trademarks, service marks or other intellectual property displayed on through the Website are used with the authorization of the owner of the intellectual property, subject to their guidelines for use. We cannot authorize you to use, reproduce or modify any third party intellectual property used in the Website, and are not responsible for any loss or damage you may suffer or incur in connection with your use of any third party intellectual property for your own purpose. 

  1. Disclaimers

You agree that:

  • If you agree to be featured on the Website, you do so at your own and sole risk. The Website is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, and fitness for a particular purpose, title and non-infringement.
  • If you provide any information or content for partnership with the Website, you do so at your own discretion and your sole risk and SWF is not responsible for any losses or damages in connection with such actions. We are not responsible for any incorrect or inaccurate content in connection with the Website, such as by any of the programming associated with or utilized in the Website. We are not responsible for the conduct, whether online or offline, of any visitors/users of the Website. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.

We do not warrant that:

  • the Website will meet your requirements;
  • the Website will never be interrupted, be timely, secure, or error-free;
  • the quality or reliability of the Website will meet your expectations;
  • any information you provide or we collect will not be disclosed to third parties;
  • any account on the Website is accurate, up to date or authentic; or 
  • third parties will not use your confidential information in an unauthorized manner.

Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or any conduct or interactions between users of our Website, whether online or offline. SWF will also not be in any way responsible for loss or damage, including personal injury or death, resulting from products listed on SWF.

  1. Limitation of Liability and Release

You agree that neither we nor our affiliates, officers, directors, employees, agents and licensors will be liable for any damages whatsoever, including direct, indirect, incidental, punative, special, consequential or exemplary damages, in connection with, or otherwise resulting from, any use of the Website, even if we have been advised of the possibility of such damages. We shall not be liable for any damages, liability, or losses arising from, relating to, or connected with:

  • the use or inability to use the Website;
  • disclosure of, unauthorized access to or alteration of your internal Account;
  • actions or inactions of other users or any other third parties for any reason; or
  • any other matter arising from, relating to or connected with the Website or these Terms.

We will not be liable for any failure or delay in performing under these Terms where such failure or delay is due to causes beyond our reasonable control, including natural catastrophes, governmental acts or omissions, laws or regulations, terrorism, labour strikes or difficulties, communication system breakdowns, hardware or software failures, transportation stoppages or slowdowns or the inability to procure supplies or materials.

SWF expressly disclaims any liability that may arise between users related to or arising from use of the Website. You hereby release and forever discharge SWF and its affiliates, officers, directors, employees, agents and licensors from any and all claims, demands, damages (actual or consequential) of every kind and nature, whether known or unknown, contingent or liquidated, arising from or related to any dispute or interactions with any other user, whether online or in person, whether related to the use of the Website or otherwise.

You acknowledge and agree that the disclaimers of warranties above and these limitations of liability are an agreed upon allocation of risk between you and us. You acknowledge and agree that if you did not agree to these limitations of liability you would not be permitted to access the Website. You acknowledge and agree that such provisions are reasonable and fair.

  1. Indemnity

You agree to defend, indemnify and hold us, and our subsidiaries, parents, affiliates, and each of our and their directors, officers, managers, partners, agents, other representatives, employees and customers (each an “Indemnified Party” and collectively, the “Indemnified Parties”), harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation, lawyers' fees and costs, investigation costs and settlement expenses, incurred in connection with any investigation, claim, action, suit or proceeding of any kind brought against any Indemnified Party arising out of your use of the Website, any alleged or actual infringement of the intellectual property rights of any party, any injury or damage to property or person, any act by you in connection with any user of the Website or any other third party, or alleging facts or circumstances that could constitute a breach by you of any provision of these Terms and/or any of the representations and warranties set forth above.

  1. Dispute Resolution

In the event a dispute arises out of or in connection with these Terms, the parties shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a reasonable period then any or all outstanding issues shall be referred to mediation on notice by one party to the other, with the assistance of a neutral mediator jointly selected by the parties. If the dispute cannot be settled within thirty (30) days after the mediator has been appointed, or within such other period as agreed to by the parties in writing, either party may refer the dispute to arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (the “BCICAC”). The appointing authority shall be the BCICAC and the case shall be administered by the BCICAC in accordance with its Rules.

  1. Feedback

If you provide us with any feedback or suggestions regarding the Website (“Feedback”), you hereby assign to SWF all rights in such Feedback and agree that SWF shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us as Feedback any information or ideas that you consider to be confidential or proprietary.

SWF will regularly seek feedback from customers who have purchased items on the Service. Reviews in good faith will be posted, and any negative reviews or suggestions regarding DPs will be investigated to ensure maximum customer service is provided. SWF may terminate the Agreement if a DP is found to have behaved in a poor, discriminatory, or distasteful manner towards a customer, potential customer, SWF staff, or fellow DP.

  1. General

These Terms shall be governed by, and construed under, the laws of the Province of British Columbia. 

In the event that any portion of these Terms are held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect its original intentions and the remainder of the provisions shall remain in full force and effect. 

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

  1. Contact

If you have any questions or concerns about these Terms, you may contact us at info@sheworeflowers.com.

 

 

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