Terms and conditions

TELA TISSEA GENERAL MEMBERSHIP CONDITIONS

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 Two partnership structures are foreseen in the contract:

Version 1: The Company is committed to highlight the profile, experiences, know-how of the Artisan, as well as its brand and logo provided that a proposal of collection is devoted exclusively to the Company.

Version 2: The Artisan chosen not to offer exclusivity, the Company undertakes to present the profile, the experiences, the know-how without mentioning the surname of the Artisan nor his mark. Only the first name and the initial of his surname will be mentioned on the site.

In this case, Artisans are not entitled to make direct contact with the Final Customer. Failure to comply with this obligation may result in a claim for compensation, as defined in the article entitled “Compensation”. Likewise, Artisans are bound to give precedence to the Company and its website, and refrain from approaching Final Customers in any manner whatsoever, even if such Final Customers have contacted them directly, (flyers, business cards, goodies etc..)

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.

ARTICLE 5 - Declaration of mutual independence

The Parties expressly state that they are and will remain, throughout the duration of the present contract, commercial partners and independent professionals. They undertake to take all the necessary steps to ensure they are considered, in particular, as independent professionals in the minds of third parties, customers and other co-contractors, and to ensure they are responsible for the risks related to their own business. To this end, the Artisans re-state and confirm that they are able to invest the sums required to ensure the correct execution of their contractual obligations.

ARTICLE 6 - Force majeure

In the event of the occurrence of a case of force majeure which prevents either of the Parties from carrying out its contractual obligation, both Parties will be released from their mutual obligations.

ARTICLE 7 – Enforcement by means of specific performance

In the event of failure by one of the Parties to comply with its obligations, amicable negotiations may be undertaken with the aim of resolving the problems encountered. However, if such amicable negotiations do not give rise to a solution, the injured Party will be entitled to demand specific performance of the obligations in question, in accordance with the applicable laws of France. The Party will be entitled to initiate such procedure after it has sent formal notice to the other Party requesting compliance with its obligations, and in the event that the latter does not provide an answer to such formal notice within 8 days.

Formal notice can be sent by mail.

ARTICLE 8 - Exception due to failure to comply with an obligation

In the event that one of the Parties fails to comply with its obligation, the other Party will be entitled to suspend compliance with its own obligations until the defaulting Party resumes compliance with its obligation(s). The injured Party undertakes to notify the other Party of its intention to trigger the present article, via a mail.

ARTICLE 9 – Rescinding the contract

The Party which is a victim of the unlawful conduct of the other Party will be entitled – if the failure to comply with an obligation is sufficiently serious – to notify the other Party of its intention to rescind the contract for unlawful conduct, via formal notice sent to the other Party. The contract will be rescinded if no answer is received from the other Party within 15 days. Such formal notice will be sent via a mail.

ARTICLE 10 – Assignment or transfer of the contract

The Artisan will not be entitled to assign or transfer the contract to any third party, in any way whatsoever.

ARTICLE 11 - 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 12 – 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 13 – 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 14 - 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 15 – 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 16 - 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 17 – Compensation

In the event that the Artisans fail to comply with the production timeframe provided when they put forward the creation for sale via the website, they will be liable to pay compensation corresponding to the public sale price of the creation as it appears on the website. Such compensation will be applied if the delay with respect to the stated timeframe exceeds 5 working days. The date taken into consideration will be that on which the item is handed over to FedEx or any other carrier mandated by the Company.

If the Artisans who did not choose the version including the exclusives, make direct contact with the final customer (telephone calls, emails, documents identifying the Artisan or any other type of contact, with the exception of signatures on the creations themselves), they will be liable to pay compensation, to be determined by the Arras Commercial Court.

The triggering of any claims procedure will necessarily lead to the termination of the present contract, from the date on which the dispute arises.

Article 18 - 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.