GENERAL CONDITIONS OF MEMBERSHIP IN TELA TISSEA
INTRODUCTORY ARTICLE – Definitions. “Artisan”: throughout the present General Conditions, the term “artisan” refers to the professional Artists and Artisans who are registered on the portal hosted by the company TELA TISSEA in order to present their products to consumers, who in turn will become purchasers of said products. “Final Customer”: the term “final customer” refers to any natural person or legal entity which acquires the product offered for sale by the Artisan via the Company.
ARTICLE 1 - Scope – Purpose of the Agreement
The present General Membership Conditions constitute a proposal aimed at Artisans who wish to become members of TELA TISSEA, and their purpose is to define the terms pursuant to the membership, sales and purchasing formalities between the Company and the Artisans. Unconditional agreement to comply with the present general conditions is an essential condition of the contractual relationship. Commercial negotiations may then give rise, if required, to the drafting of specific sales and purchasing conditions between the parties. The Company confirms that it has accepted the Artisan as an approved member of the TELA TISSEA network, enabling the latter to take advantage of the services offered by the Company, in particular via its website.
ARTICLE 2 - Obligations of the Artisan
2.1 The Artisan undertakes to fill in the membership form truthfully and comprehensively. In doing so, the Artisans attest that they are in conformity with the laws and regulations in force in their country and are legally entitled to carry out their professional activity and sell the resulting product, and they guarantee the accuracy of such statement with respect to the Company. Once they are registered, the Artisans may offer the Company textile creations only, the aim being to offer such creations for sale via the website(s) used by the Company and, if applicable, in any physical store. By submitting a textile creation for consideration, the Artisan undertakes to provide said creation if it is selected by the Company for sale. Artisans are aware that the Company is the sole decision-maker as regards the creations it chooses to offer for sale or keep on its website, and that it may refuse to offer a creation for sale without being required to defend the reason for its refusal.
2.2 If an item is ordered via the website, the Artisan is notified as soon as possible by the Company that an order has been placed, and undertakes to provide the Final Customer with the creation corresponding to said order within the agreed contractual timeframe. Artisans are aware that payment will only be sent to them once the final customer has received the product, and once the commissions and fees owing to the Company have been deducted. The Company will provide payment in Euros via bank transfer or Paypal. Artisans are also aware that any orders placed via the TELA TISSEA website are contractually binding with respect to the Final Customer: failure to deliver the order will make it liable to pay compensation, as described in the article entitled “Compensation”.
2.3 As members of the network, Artisans are bound to comply with the type of sales defined by the Company: in particular, they undertake to dispatch their products in conformity with the carrier imposed by the Company. Packaging is supplied by the Artisan and must be neutral to avoid theft and vandalism. The Artisans agree to provide their insurance policy guaranteeing their professional civil liability for all the activities and obligations related to the present contract. They agree to ensure that such insurance policy remains valid throughout the duration of the present contract, and to provide proof of this to the Company upon request, in the form of a statement from its insurers listing the aspects covered by the policy, the insured amounts and the duration of their validity. Any modification, suspension, termination or decision to rescind the insurance policy – for any reason whatsoever – must be notified to the Company as soon as possible. The Artisans undertake to always act as loyal partners in good faith, in all their dealings with the Company, and in particular, to notify the latter as soon as possible of any disagreement or difficulty they may encounter in the course of the execution of the present contract, or with respect to their dealings with the Final Customer.
2.4 The Artisan grants right of use to the Company for the texts, photographs, videos and logos attached to his product, his activity or his representation of the products thus offered for sale. Such right of use allows the Company to use the aforementioned elements in order to market the products provided by the Artisans, and for its own communication purposes. Such right of use is applicable for the duration of the period during which the Artisan is a member of the network, plus one year. The Artisan will not be entitled to question or oppose such right of use during the aforementioned period.
2.5 The Company
undertakes to highlight the Artisan's profile, experience and know-how
as well as its brand and logo provided that a proposal for a collection
is exclusively dedicated to the Company or that the proposed collection , commission of the Company included, will have rates identical to those offered by other sites used by the Artisan.
2.6 It is agreed that the Artisan will have an internal mailbox on the site to communicate with the End Customer. Any
contact with a final or potential customer (simple curious for example)
commits the Artisan to use the site of the Company as a means of
transaction even for special orders of products not presented on the
site. There will be special tabs on the Company's website for out-of-catalog orders.
In particular, the
Artisan may not contact the End Customer directly, under penalty of the
indemnities provided for in the article "Indemnities". In
the same way, it is obliged to respect a preference vis-à-vis the
Company and its site, and not to approach in any way the End Customers,
in any way (Flyers, business cards, goodies etc. ..). In shipping parcels, only the invoice of the final Customer will be present.
2.7 In the event
that the final customer is presented by the Company to the Artisan for
the purchase of a product or a special creation outside the catalog, the
Company will receive a commission on each sale of 15% of the price charged to the end customer. The Company will then act as a commercial and relational agent. The
Artisan must take into account the 15% compensation to the Company on
the final price of the creation to establish his estimate.
2.8 Artisan is
obliged to inform the Company as soon as possible of the sales of
creations that could be made on other commercial sites in order not to
disappoint the Company's final Customer by an impossibility to provide
the chosen creation.
ARTICLE 3 – Obligations of the Company
3.1 The orders placed by the Final Customers will be notified to the Artisan by the Company, on behalf of the Artisan. The creations ordered via the Company will be delivered directly by the Artisan to the Final Customer, with an invoice made out to the Final Customer, to be provided by the Company.
3.2 The Company undertakes to market itself in a dynamic way, with the main aim of promoting the products offered by the selected Artisans, in particular via advertising initiatives drawing attention to the TELA TISSEA network, designed to create a dynamic, harmonious, consistent image of the network in the minds of its customers. However, the budget allocated to such communication initiatives cannot exceed the company’s reasonable financial capability, in order to ensure it remains in a healthy financial condition. The Company undertakes to put the selected products online as soon as possible after they have been offered by the Artisan, provided the Artisan has supplied the Company with all the required information. The fact that a product has been referenced by the Company does not imply any commitment to sell or acquire said product by the Company in favour of the Artisan.
ARTICLE 4 - Remuneration of the Company.
4.1 Membership is subject to the payment of an initial membership fee, to be paid by the Artisan as soon as it joins the network. This fee will be payable on the contract anniversary date, as per the principle of tacit renewal. Failure to pay the remuneration owing will lead to the Artisan’s suspension from the website.
4.2 For all the sales concluded by the Artisan via the Company’s website or with a Final Customer registered on its website, the Company will receive a commission, the amount of which is to be determined between the Company and the Artisan for each product listed on the website. Such commission will be taken by the Company as soon as it receives the firm order from the Final Customer.
L'Artisan will
not commercialize the creations specially made at the request of the
Company for the three years following the end of the present contract,
unless the Company agrees in writing to provide for the remuneration of
the Company.
ARTICLE 5 - Declaration of Reciprocal Independence
The Parties expressly declare that they are and will remain, throughout the term of this contract, independent business and professional partners. He is obliged to appear, in the eyes of third parties, customers and other contracting parties, in particular, as an independent professional, assuming the risks of his own exploitation. As such, L'Artisan recalls and acknowledges that it is in a position to meet the investments necessary for the proper performance of its contractual obligations.
ARTICLE 6 - Intellectual Property
The Artisan warrants to the Company that its products and / or creations do not infringe any right of any third party, including intellectual property rights, right to privacy, right to the image and more generally it complies with applicable French and European regulations.
The Artisan warrants to the Company that the data or images used by it under this contract are its own property or that it has the necessary rights and / or authorizations to use them under the conditions provided for in this contract . Consequently, the Artisan undertakes to deal personally with any and all claims and / or proceedings, in whatever form and nature, made against the Company and which relate directly or indirectly to information, creations and products published on the Company's website.
Consequently, the Artisan undertakes to pay directly to the author of the complaint and / or the procedure all the sums that this one would require of the Company and which would be related to the creations, products and information published on the site and to voluntarily intervene in all proceedings against the Company and to indemnify and hold harmless against all claims and convictions against
him.
Finally, the Company advises and asks Artisan to protect its creations and products by filing a SOLEAU envelope with the INPI in order to avoid any copy by an end customer wishing to reproduce its purchase on the site for commercial purposes. (Soleau envelope - Definition A Soleau envelope is a tool of the National Institute of Industrial Property (INPI) to legally attest to the date of a creation or an invention Its purpose is to date a work, idea or concept rather than protecting them).
ARTICLE 7 - Resolution of Contract
In the event of a sufficiently serious non-performance, and after an attempt to amicably resolve the difficulty, the Party that is the victim of the default may notify the other party of the wrongful resolution of the contract after a formal notice has been sent response for 15 days, the formal notice being established by mail or by mail.
ARTICLE 8 - Assignment and transmission of the contract
The Artisan shall refrain from assigning or transferring, in any way whatsoever, the present contract.
ARTICLE 9 - Confidentiality
Under the provisions of the confidentiality clause, the Artisan undertakes, throughout the duration of the present contract and for an unlimited period after expiry of said contract, regardless of the reason, to uphold the principle of absolute confidentiality. The Artisans will refrain from disclosing, either directly or indirectly, any information, knowledge or know-how, of any kind whatsoever (collection content, commissions, contracts, images, videos and so on), concerning the company Tela Tissea and its operating methods, to which they may have had access in the course of the execution of the present contract, unless the aforementioned information, knowledge and know-how are already known to the general public or in the event that disclosure of such information, knowledge or know-how is required in order to comply with a specific regulation or a judicial or administrative request.
ARTICLE 10 – Duration of the contract
The present contract takes effect as soon as the Artisan joins the network, and will be valid for a period of one year. The Company applies a payment system based on the principle of tacit renewal, via its website. The Artisans will receive a message prior to the expiry of their membership, with the aim of confirming their agreement to renew their membership. The company will write an invoice as proof of purchase. The Artisans may terminate their membership at any time via notification sent in a mail; as a result of such decision to terminate membership, the Artisans will no longer have access to the website or the services offered by the Company. No refund of membership fees corresponding to the current year will be granted in the event that the Artisans decide to terminate the contract or if the Artisans fail to sell their products.
ARTICLE 11 – Language of the contract – Applicable law
The Parties expressly agree that the present contract is drawn up according to French law and will be subject to the provisions thereof. It is written in French. In the event that it is translated into one or more languages, only the French text will be considered valid in the event of a dispute.
ARTICLE 12 - Disputes
Any disputes to which the present contract may give rise, concerning either its validity, interpretation, execution, termination, or the consequences thereof, will firstly be considered with the aim of reaching an amicable settlement. However, in the event that an amicable settlement cannot be reached, such disputes will be submitted to the Arras Commercial Court.
ARTICLE 13 – Partial nullity
The possible cancellation of one or more clauses of the present contract by a court decision, an arbitral award or by common agreement between the Parties will not affect the validity of the other clauses, which will continue to remain fully valid for as long as the overall contract remains intact. In the event that the execution of one or more clauses of the present contract is impossible due to its cancellation, the Parties will consult each other to attempt to draft a new clause which resembles the former clause as closely as possible, both in terms of form and content, it being understood that the other clauses contained within the contract will remain in force. By default, or if the overall nature of the contract as a whole is fundamentally changed, the Parties may, by common agreement formally stated in written form, decide to cancel the present contract entirely.
Article 14 - Protection of personal data
In the framework of its use of the registration web page via which Artisans join the network, the company Tela Tissea is likely to collect data of a personal nature. Such data will be processed according to the stated purpose for which it is intended. The present website and related personal data processing will be the subject of a declaration submitted to the CNIL (French data protection agency) with reference number: 2079535V0.
The person responsible for processing personal data is Mrs Valérie Jacquin, in the framework of her role as Head of IT. The company Tela Tissea may be required to use the data provided by the Artisan for legal and/or regulatory purposes.
The people who will receive details of the personal data provided by the Artisan are, as required, the online payment service providers, delivery companies and commercial partners who work with Tela Tissea. Furthermore, Tela Tissea will be entitled to supply details of the personal data provided by the Artisan in order to comply with its legal obligations, in particular in response to a judicial request.
Reminder: the person whose personal data has been provided for processing has the right to consult, rectify and oppose the use of such personal data. The person concerned can exercise this right, in accordance with the French data protection law of 06 January 1978, modified by the law dated 06 August 2004, simply by sending an email to valeriejacquin@telatissea or in writing to 52 rue Sadi Carnot, Beuvry 62660, providing proof of his/her identity and a legitimate reason, if so required by law.
Article 15 - Allowances
Failure to respect the deadlines announced by the Artisan during the creation proposal for the on-line posting on the site, will result in compensation corresponding to the public price of the creation on the site. They will be applied if the delay exceeds 5 working days. The date of assumption by FedEx or any other carrier authorized by the Company.
Direct contact with the end customer (calls, e-mails, documents identifying the Artisan or any contact, except the signatures of works) will penalize the Artisan to suffer damages and will be defined by the Commercial Court of 'Arras.
Any initiation of an indemnity procedure will result in the termination of this contract on the date of the dispute.
Article 16 - Conciliation
In the event of a dispute between the Artisan and Tela Tissea regarding the interpretation, execution or termination of the present contract and the services covered by this contract, the Parties will make every effort to reach an amicable settlement.
