PORTERIUM MONACO - SELLER TERMS & CONDITIONS
1. INTRODUCTION
This document outlines the agreement between the Seller ("you") and Porterium Monaco (registered in Monaco, no. 17PO8835, located at 57ter boulevard jardin exotique, Villa Marie - 98000, Jardin Exotique MC), including its US and Australian entities, referred to as "we" or "us". It governs the provision of Services to you for the sale of fashion goods and artworks.
Porterium Monaco will manage orders shipped within or to the United States and oversee orders within or to the EU. For other locations, Porterium Monaco will facilitate orders using DHL integration for worldwide shipping.
2. TERMINOLOGY AND UNDERSTANDING
In this agreement, certain terms have specific meanings:
- "Additional Fees": Unplanned costs or charges outside the Subscription Package, agreed upon beforehand.
- "Commission": The fee you pay us on sales, based on a percentage of the total Effective Price of sold products.
- "Customer": Buyers on our website.
- "Designer Dashboard": Your management area on our Website for product uploads, stock management, and viewing Statements.
- "Effective Price": The product's sale price minus any discounts or rebates, not including the Non-Fulfilment Fee.
- "Fees": Various charges including Commission, Order Processing Fee, Non-Fulfilment Fee, and Additional Fees.
- "Non-Fulfilment Fee": A $10 charge for canceled orders or incorrect deliveries.
- "Order Processing Fee": A fee based on the Effective Price of sold products, payable by the seller.
- "Permitted Discount": Allows up to a 10% discount on product prices at Porterium's discretion.
- "Website Products": Products you wish to display on our website.
3. RIGHTS AND RESPONSIBILITIES
3.1 Seller Rights
- Access to the platform via a Dashboard with a unique username and password.
- Right to list products on the platform, subject to Porterium Monaco's guidelines and policies.
- Use of Porterium Monaco's platform for marketing and promotion, based on visuals provided by the Seller or taken from their website or social media.
3.2 Seller Responsibilities
- Maintain the security of their account and login credentials.
- Create, maintain, and update their online store on the platform.
- Ensure product listings and promotional materials are of high quality and accurately represent the products.
- Provide accurate and complete information about themselves and their products.
- Maintain accurate and up-to-date stock information.
- Set and maintain appropriate pricing for their products.
- Comply with Porterium Monaco's Code of Ethics and keep all Seller and Product Information up-to-date.
3.3 Porterium Monaco's Rights and Responsibilities
- Provide platform access, order management, and customer support services.
- Facilitate payment processing from Customers.
- Provide analytics and reporting tools.
- Offer marketing and promotional tools.
- Make updates or enhancements to the platform or Services as needed.
4. DURATION, EXTENSION, AND CESSATION
- Terms become effective upon Porterium Monaco granting access to the Designer Dashboard.
- Initial duration is set for a monthly, quarterly, or yearly term, automatically extending unless terminated.
- Either party may issue a 30-day notice to terminate or temporarily suspend the account.
- Porterium Monaco may terminate the agreement if the Seller fails to make due payments or breaches any terms.
5. FEES AND CHARGES
- The Seller is obligated to pay all applicable Fees as set forth in these Terms and Conditions.
- A non-refundable Joining Fee may be required for the initiation of these Terms and Conditions.
- Commission is deducted from the Receipts for sales.
- The current Order Processing Fee is set at 2.50% of the total Effective Price(s) of the Website Product(s).
- Non-Fulfilment Fees apply for canceled orders or incorrect deliveries.
- Porterium Monaco will display monthly Statements on the Designer Dashboard, including sold product details, Effective Prices, Receipts, and deducted amounts.
6. ONLINE CONTENT AND TRANSACTIONS
- Porterium Monaco creates a unique seller shop with 25 items for a mandatory flat fee of 350 euros. Any extra upload work is charged at 18 euros per hour.
- The Seller is responsible for ensuring all content uploaded to the platform is accurate, complete, and complies with applicable laws and regulations.
- Porterium Monaco is not a party to any transaction involving the sale of fashion goods on the platform.
- The Seller must ensure all fashion goods offered for sale are genuine and comply with applicable laws and regulations.
- Porterium Monaco may offer Customers discounts on Website Product(s) up to 10% without prior consultation with the Seller.
- Customers can return products within 14 days for a full refund.
7. SHIPPING AND DELIVERY
- The Seller is responsible for shipping fashion goods sold on the platform directly to the buyer within 48-72 hours (unless it is a pre-order).
- Porterium Monaco's marketplace automatically generates DHL shipping labels, which the Seller must print and use for shipping.
- The Seller is responsible for any loss or damage to fashion goods during shipping and should have insurance against such incidents.
- In cases of Direct Delivery Requests, the Seller must respect Customer data privacy and not use it for direct marketing.
8. LIABILITY AND INSURANCE
- The Seller is responsible for obtaining appropriate insurance coverage to protect against financial losses or damages.
- Porterium Monaco is not responsible for financial losses or damages incurred by the Seller due to failure to obtain or maintain appropriate insurance coverage.
9. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
- Each party retains ownership of their respective intellectual property rights.
- The Seller grants Porterium Monaco a limited license to use and display the Seller's intellectual property for platform purposes.
- Porterium Monaco retains all proprietary rights in the platform and Services.
10. MISCELLANEOUS
- These terms and conditions constitute the entire agreement between the Seller and Porterium Monaco.
- They shall be governed by and construed in accordance with the laws of Monaco.
- Any disputes shall be resolved through binding arbitration in Monaco.
11. PROVISIONS PERTAINING TO EU, UK, AND US SALES
- Additional terms may apply to sales in the US, UK, or EU.
- The Seller is responsible for complying with all applicable laws and regulations in these jurisdictions.
- The Seller must provide necessary product information in the language(s) required by the relevant jurisdiction.
12. FINANCIAL REPORTS AND DOCUMENTATION
12.1 The Seller is responsible for maintaining accurate and up-to-date financial records related to the sale of fashion goods on the platform. This includes all relevant financial information such as invoices, receipts, bank statements, and any other financial documentation.
12.2 The Seller must provide monthly sales reports to Porterium Monaco, including the number of items sold, the value of sales, taxes collected, and any applicable fees.
12.3 Financial records must be maintained for a period of at least seven (7) years from the date of their creation and must be made available to Porterium Monaco upon request.
12.4 The Seller must comply with all applicable laws and regulations related to financial reporting, accounting, and taxation in their jurisdiction.
12.5 Porterium Monaco reserves the right to audit the Seller's financial records at any time, with reasonable notice.
13. VALUE ADDED TAX AND SALES TAX
13.1 The Seller is responsible for including their VAT in the sales price of their products. Porterium Monaco is not responsible for the Seller's VAT obligations.
13.2 For sales outside the UK and EU (ROW Sales):
i. The Seller is responsible for paying any applicable value added tax or sales tax when due.
ii. Porterium Monaco, as the Seller's disclosed agent, is not liable for the Seller's VAT obligations.
iii. Porterium Monaco may deduct an estimated amount for value added tax or other taxes from the Price and will detail these deductions in the Statement.
13.3 For UK and EU Sales:
i. The Seller is responsible for any applicable VAT or sales tax on transactions.
ii. The Seller must account for and remit VAT on sales of Website Product(s) to Porterium Monaco.
iii. Porterium Monaco retains the discretion to deduct assumed VAT or other taxes from the Price, with details provided in the Statement.
13.4 Import duties and taxes are the responsibility of the buyer.
13.5 Should Porterium Monaco incur any tax liabilities related to transactions under these Terms and Conditions, the Seller is obligated to indemnify Porterium Monaco for any resulting losses, interest, penalties, and associated costs.
14. PRODUCT QUALITY AND CUSTOMER SATISFACTION
14.1 The Seller guarantees to Porterium Monaco that:
i. They have rightful ownership and title to the Website Product(s) and associated Intellectual Property.
ii. They are fully authorized to sell these products.
iii. The sale complies with all applicable laws and does not infringe on any third-party rights.
iv. The products meet quality standards as defined by the Sale of Goods Act 1979 and are fit for their intended purpose, free from defects, and adhere to all relevant statutory and regulatory requirements.
14.2 For defective or non-compliant Website Product(s) returned by Customers, Porterium Monaco may offer refunds, replacements, or return the product to the Seller for repair.
14.3 If a returned product requires repair, the Seller must bear the cost and complete repairs within ten working days.
14.4 If the Seller cannot repair and return the product within ten working days, they must inform Porterium Monaco, which may then opt to refund or replace the product.
15. SHIPPING AND RETURNS
15.1 The Seller is responsible for shipping fashion goods sold on the platform directly to the buyer within 48-72 hours (unless it is a pre-order).
15.2 Porterium Monaco's marketplace automatically generates DHL shipping labels, which the Seller must print and use for shipping. Porterium Monaco will provide the tracking number to the customer.
15.3 The Seller bears the cost of returns for UK and EU Sales. For worldwide shipping, if the Seller sends faulty goods, they are responsible for covering the return shipping costs.
15.4 In cases where the Seller ships the wrong item or it is delivered damaged:
i. The Seller is responsible for covering the cost of return shipping.
ii. If the buyer has paid import taxes on the incorrect or damaged item, Porterium Monaco will work with the Seller to ensure the buyer is appropriately compensated or refunded for these costs.
15.5 Customers can return products within 14 days for a full refund, provided the items are in their original condition.
16. DATA PROTECTION AND PRIVACY
16.1 The Seller must comply with all applicable data protection and privacy laws and regulations in connection with their use of the platform and the Services.
16.2 In cases of Direct Delivery Requests, the Seller must respect Customer data privacy, not using it for direct marketing or future solicitations. Non-compliance will incur a penalty.
16.3 The Seller must not appoint third-party data processors or transfer Customer data outside the UK/EEA without Porterium Monaco's consent.
16.4 The Seller is obliged to assist Porterium Monaco in data protection compliance, including audit and breach response.
16.5 In case of a data breach involving Customer data, the Seller must immediately inform Porterium Monaco.
16.6 After these Terms and Conditions end, the Seller must destroy or return all Customer data.
17. DISPUTE RESOLUTION
17.1 Any dispute arising out of or in connection with these terms and conditions shall be resolved through binding arbitration in accordance with the rules of the International Chamber of Commerce.
17.2 The arbitration shall take place in Monaco.
17.3 The language of the arbitration shall be French translated in English.
17.4 The decision of the arbitrator(s) shall be final and binding on both parties.
18. AMENDMENTS TO THE TERMS AND CONDITIONS
18.1 Porterium Monaco reserves the right to amend these Terms and Conditions at any time.
18.2 Any changes to these Terms and Conditions will be communicated to the Seller via email or through the Designer Dashboard.
18.3 The Seller's continued use of the platform and Services after any changes to these Terms and Conditions shall constitute acceptance of such changes.
19. SELLER SHOP CREATION AND MANAGEMENT
19.1 Porterium Monaco will create a unique seller shop for each Seller, which includes the following:
i. A dedicated shop page on the Porterium Monaco platform.
ii. Initial setup of 25 product listings.
iii. Basic customization of shop appearance to align with the Seller's brand.
19.2 The creation of the seller shop incurs a mandatory flat fee of 350 euros, payable by the Seller upon approval of their application.
19.3 Any additional work requested by the Seller beyond the initial setup will be charged at a rate of 18 euros per hour. This includes but is not limited to:
i. Additional product listings beyond the initial 25.
ii. Advanced customization of the shop page.
iii. Assistance with product photography or description writing.
19.4 The Seller is responsible for maintaining and updating their shop content, including product listings, descriptions, and pricing. Porterium Monaco reserves the right to make minor adjustments to ensure consistency across the platform.
20. COMMISSION STRUCTURE AND PAYMENTS
20.1 Porterium Monaco will charge a Commission of 25% on each sale made through the platform. The Commission rate will be clearly communicated to the Seller and may vary based on the product category or total sales volume.
20.2 The Commission will be deducted from the Receipts before payment is made to the Seller.
20.3 In addition to the Commission, an Order Processing Fee of 25% of the total Effective Price(s) of the Website Product(s) will be charged for each transaction.
20.4 Payments to the Seller will be made within 30 days of the Statement Date, after deduction of all applicable fees and charges.
20.5 The Seller must not accept direct payments from Customers but only through Porterium Monaco.
21. PRICING AND DISCOUNTS
21.1 The Seller has the freedom to set the prices for their Website Products, subject to the following conditions:
i. Prices must include all taxes and charges, except for applicable sales tax on sales delivered into the United States.
ii. Prices must not exceed those on the Seller's own website or other direct sales channels.
21.2 Porterium Monaco reserves the right to offer discounts on Website Products up to 10% without prior consultation with the Seller.
21.3 The Seller is responsible for applying their own discounts on their Designer Dashboard, especially for special occasions and sales periods.
21.4 Any discounts beyond the 10% threshold will require the Seller's permission.
22. PRODUCT LISTINGS AND INVENTORY MANAGEMENT
22.1 The Seller must ensure that all product listings are accurate, up-to-date, and comply with Porterium Monaco's content guidelines.
22.2 For products that are personalized, made-to-order, or require customer approval before production, the Seller must clearly indicate this on the relevant Website Product page, along with corresponding delivery times.
22.3 If a product is ineligible for returns/cancellations under law, this must be clearly stated on the product page.
22.4 The Seller must accurately reflect stock availability for all Website Products and regularly update this on the Designer Dashboard.
22.5 Upon selling the last piece of any Website Product that will not be restocked, the Seller must mark it as discontinued on the Designer Dashboard.
22.6 Products that are out of stock for extended periods (four weeks or more) should be removed from the Designer Dashboard until restocked.
23. CUSTOMER SERVICE AND COMMUNICATION
23.1 Porterium Monaco will provide general customer support services related to the platform and the Services.
23.2 The Seller is responsible for providing customer support specific to their products, including addressing product inquiries, handling returns, and resolving disputes related to product quality or performance.
23.3 All communication with Customers must be conducted through the Porterium Monaco platform. The Seller is prohibited from including:
i. Any links to other websites, including their own.
ii. Their email address.
iii. Any direct communication means with the Customer, other than through the Website.
23.4 Including promotional materials in shipments to Customers, if repeated, constitutes a material breach of these Terms & Conditions.
24. SELLER PERFORMANCE AND ACCOUNT STANDING
24.1 Porterium Monaco will regularly review Seller performance based on factors including, but not limited to:
i. Sales volume
ii. Customer feedback and ratings
iii. Order fulfillment speed and accuracy
iv. Compliance with these Terms & Conditions
24.2 Sellers who consistently meet or exceed performance standards may be eligible for benefits such as reduced fees, priority placement in search results, or access to exclusive promotional opportunities.
24.3 Sellers who fail to meet performance standards may be subject to actions including, but not limited to:
i. Temporary suspension of their account
ii. Removal of underperforming products from the platform
iii. Termination of the agreement in severe or repeated cases of non-compliance
24.4 Porterium Monaco will provide Sellers with regular performance reports and notifications of any concerns or required actions.
25. PLATFORM UPDATES AND CHANGES
25.1 Porterium Monaco reserves the right to make changes to the platform, including but not limited to:
i. User interface updates
ii. New features or services
iii. Changes to existing functionalities
25.2 Significant changes that may impact Sellers' use of the platform will be communicated with reasonable notice through the Designer Dashboard or via email.
25.3 The Seller is responsible for ensuring their continued compliance with any new or updated requirements resulting from platform changes.
By continuing to use the Porterium Monaco platform and services, you acknowledge that you have read, understood, and agree to be bound by these further extended Terms and Conditions.