(1) These General Terms and Conditions of sprd.net AG (hereinafter “Spreadshirt”) stipulate the set-up and operation of Partner Shops, which the Partner can integrate into his own website, in particular with the aim of selling customisable Products via the Partner Shop to end customers. For every Product successfully sold via one of his Partner Shops, the Partner shall receive a variable performance-based remuneration in accordance with these General Terms and Conditions.
(2) “Partner Shop” refers to online shop applications provided by Spreadshirt, which can also be integrated into websites and allow end customers to order Products, whereby the delivery of the Products can be carried out in various of countries. Orders via a Partner Shop shall be carried out via Spreadshirt. End customers who order Products via a Partner Shop shall thereafter become customers of Spreadshirt. Partner Shops come in the form of “Standard” and “Designer Shops”.
A “Standard Shop” is a static Partner Shop in which the Products on offer are created by the Partner beforehand. A Product design by the end customer is in principle not possible. With Standard Shops, the Partner produces Product templates via the standardised online administration of Partner Shops (“Partner Account”) with his own print designs or with ones produced by Spreadshirt, and he adds these to his Standard Shop. The types of Product available through Spreadshirt may change over time. Spreadshirt shall inform the Partner within a reasonable period of time about intended changes of availability. Insofar as Product types which are no longer available via Spreadshirt are included in the Product creations of the Partner, thes Products can be changed to available Product types.
A “Designer Shop” is a dynamic Partner Shop module with which enables the end customers to actively get in involved in the process of Product creation with print designs and text customisations. If desired, the Partner can also adopt the Spreadshirt design gallery in his Designer Shop alongside his individual print designs.
“Products” are the Products offered by Spreadshirt via Partner Shops with the option of customisation with print designs by the Partner, and, when appropriate, by the end customer.
(3) End customers who obtain Products via the Partner Shop of the Partner shall enter into an independent legal relationship with Spreadshirt, which is independent from any legal relationship between the Partner and the end customer.
Spreadshirt distributes the Products via a Partner Shop under its own name. Spreadshirt reserves the right to reject requests and orders which do not correspond to the technical and organisational requirements which are to be established by Spreadshirt. If it occurs or there is reason to suspect that ordered Products infringe upon the legal requirements of rights of third parties, Spreadshirt is entitled - in addition to all possible claims, objections and appeals - to refuse to allow such an order to be completed or to withdraw from such an order. Spreadshirt further reserves the right to refuse orders from end customers who are known to have bad credit and would not be able to afford an advance payment. Spreadshirt shall be responsible for the entire processing and execution of orders. In this facility, Spreadshirt i.e. creates the order form, books payments, carries out cancellations and returns or is in charge of customer service.
(4) Spreadshirt shall provide the Partner with one or more Partner Shops for the implementation on websites. There is no obligation to act on the side of the Partner, in particular for the Partner to launch a Partner Shop. The Partner shall receive a Partner ID and access information for the Partner Account. The Partner Account allows the Partner to extensively adjust the Partner Shop layout and to manage his own designs.
(5) An Agreement between Spreadshirt and the Partner about the set-up and operation of a Spreadshirt Partner Shop ensues in the following way: By completely filling in the registration forms with a shop set-up assistant on Spreadshirt’s website and accepting these General Terms and Conditions, the Partner submits an offer to conclude the Agreement on the set-up and the operation of a Spreadshirt Partner Shop in accordance with these General Terms and Conditions. Spreadshirt shall accept the offer of the Partner by activating the Partner Shop functions in the Partner’s Partner Account and confirming the activation via email.
(6) The Partner is obliged to keep the chosen access information (email address and password) for setting up the Partner Account confidential, to not share it with any third party and to prevent it from being disclosed to third parties. Insofar as the Partner has reason to suppose that their access information has been disclosed to third parties, Spreadshirt must be informed immediately.
(1) Next to making a Partner Shop available to the public as an independent website, the Partner can integrate a Partner Shop into websites which are subject to the Partner’s sphere of influence. Integration into websites is generally carried out by means of an electronic reference (“Link”) provided by Spreadshirt or through an online shop application provided by Spreadshirt (e.g. Spreadshirt’s Facebook Shop). The Partner is permitted to make changes to the Link or Partner Shop integration within the limits expressly outlined by Spreadshirt here. In particular, the Partner is not permitted to make changes concerning the publication of the General Terms and Conditions of Spreadshirt for end customers as well as statutory information.
(2) Apart from his Partner Shops (e.g. on his own websites), the Partner can use the advertising material provided by Spreadshirt (e.g. promotional banners and Product pictures) to promote his Partner Shops that are operated in cooperation with Spreadshirt. There is no obligation to use these materials. If the advertising materials are used, the information contained in these may not be changed by the Partner.
(3) In order for online users to be able to find the Product designs and print designs provided in the Partner Shops, the Partner is obliged to label the Product designs and print designs with appropriate tags, descriptions and key words (hereinafter referred to as “Tags”).
(4) The Partner is obliged to record his complete and correct address, and - insofar as it is required by law or by requested by Spreadshirt - state further necessary details in his Partner Account as well as update this information when changes occur. If necessary, the information recorded by the Partner shall also be displayed in the imprint of the Partner’s Partner Shop.
(5) At irregular intervals, Spreadshirt shall send the Partner emails to submit information on changes to Spreadshirt's products and services, service reports, tips on Spreadshirt services and further information (also on third party offers) regarding his Partner Shops.
(1) The Partner shall receive a remuneration in accordance with the following regulations for each Product that was successfully bought and paid for by end customers via a Partner Shop of the Partner.
(2) (a) By operating Standard Shops, the Partner can - within the limits outlined by Spreadshirt - set an amount which increases the end customer final price of the Product design (hereinafter “markup”) for each Product design created by him in his Partner Account.
(b) If a purchase of the Product design of the Partner is successfully paid via one of his Standard Shops, then the Partner shall be credited in the amount of the markup set by him as remuneration (if applicable, minus any legal VAT on the markup incurred by selling or delivering to the end customer).
(c) The calculation and amount of the deduction of the VAT shall depend on the VAT evaluation of the delivery via Spreadshirt to the end customer as well as on the statutory tax rate. For this reason, the remuneration in question can vary between a minimum amount (markup minus the highest VAT rate within the European Union) and a maximum amount (amounting to the markup).
(3) (a) When operating a Designer Shop, and if Products are sold successfully via a Designer Shop, the Partner shall be credited a percentage (“Designer Shop Percentage”) of 20% of the basic net end customer price of the order in question as remuneration by Spreadshirt.
(b) The basic net end customer price is a result of the calculation from the end price paid by the end customer (for the unprinted Products he has brought in a Design Shop) and the end price for printing the designs ordered by end customer (minus any VAT incurred on these parts of the order). Paragraph (2) (c) applies accordingly. For the calculation of the basic net end customer prices, possible delivery costs and remunerations for designs included by the Partner (see Paragraph (4)) or other Spreadshirt Partners are not included. Spreadshirt reserves the right to make changes to the basic net end customer prices.
(4) (a) The Partner can set an amount (within the limits outlined by Spreadshirt) for each print design created by him in his Partner Account, which will increase the final price of a Product for end customers when decorated with or characterised by a print design (“Design Markup”).
(b) If Products which are decorated with or characterised by the print motif provided by the Partner are successfully sold via one of his Partner Shops, then the Partner shall receive the Design Markup set by him as remuneration (minus any VAT on the design amount incurred by selling or delivering to the end customer). Paragraph (2) (c) applies accordingly.
(5) Partners who provide supporting evidence of tax liability in Germany shall receive the statutory VAT on top of the resultant remuneration in paragraphs (2) to (4). Transfer of the tax liability (“reverse charge”) for other services to Germany according to §13b UStG in connection with the EU Value Added Tax Directive (Directive 2010/45/EU) applies to Partners from other EU countries. Transfer of the tax liability (“reverse charge”) for other services to Germany according to §13b UStG applies to Partners from other foreign countries. The Partner is obliged to provide - unsolicited and annually - proof of tax liability, EU VAT ID number or VAT number. The Partner must further update all liable relevant changes in his Partner Account immediately.
(6) A remuneration shall be credited to the Partner Account of the Partner within 14 days after the end customer’s payment's receipt for the order in question, as long as the payment is not withdrawn by the end of this period. The Partner shall not receive any remuneration on sold products which are sent back by end customers because of applicable legislation or Spreadshirt’s return directives against reimbursement or crediting a purchase price. The credit in the Partner Account shall not bear interest.
(7) Credited remunerations of the Partner are settled each calendar quarter, at the latest on the fifth working day of the following quarter. Any credit of settled remuneration shall be paid to the Partner within 15 working days on completion of the monthly remuneration settlement in the currency resulting from the settlement. Spreadshirt is always entitled to carry out the payment in Euro; for a currency conversion, the exchange rates of the German Bundesbank shall apply correspondingly. Settled commissions shall be due to be paid only from a minimum commission amount of EUR 10.00 for Partners in Germany and EUR 50.00 for Partners from abroad. If the credit exceeds the amount of EUR 100.00, the Partner can demand payment on the last working day of the calendar week, yet not more often than once a month. If a Partner has acquired commission claims of a lower amount, these shall be credited to the Partner only after all long-term commitments with Spreadshirt are terminated and the user account is deleted, at the latest within 6 months. This does not apply in case the Partner concludes a new agreement as a Partner with Spreadshirt within a time period of 6 months upon prior termination(s) coming into effect. In this case, a new calculation period in accordance with sentence 1 of this paragraph commences with the newly concluded agreement.
(8) Each Party shall bear their costs of the settlement and payment themselves, including the costs of the payment service provider. If a Product is sold in a currency other than the currency used for settlement, the corresponding exchange rates of the German Bundesbank shall apply for the credit and the settlement of the remuneration to the Partner. In accordance with the requirements of Spreadshirt, the Partner must record valid payment details in his Partner Account. The Partner must be the recipient of the credit. The Partner shall be responsible for any wrongly entered payment details. Extra costs for Spreadshirt occuring from falsely entered information result in the Partner's responsibility for having to assume these. Once the credit is paid out to the Partner, all claims made by the Partner for the contractual use of the Provided Materials shall be considered settled by Spreadshirt.
(1) If necessary, Spreadshirt is entitled to use the Provided Materials and the Tags supplied by the Partner’s or used by him for the purpose of carrying out this Agreement. “Provided Materials includes all information, designs (including print designs) and, if applicable, type fonts and styles, or any other materials which the Partner has provided Spreadshirt with in connection with the commercial relationship and / or which were released by him (in the case of a material adjustment or design by Spreadshirt on behalf of the Partner).
(2) Spreadshirt is shall be in particular entitled to use provided print designs or those released by the Partner such logos, pictures and slogans for the purpose of carrying out this Agreement. This also applies to Spreadshirt's contractual relationships with end customers, in particular for the release, reproduction and / or creation of Products with the print designs as well as the release, reproduction, offering and distribution of Products designed in this way. The rights also include partial use of the Provided Materials and use in connection with other works. Spreadshirt is furthermore entitled to use Provided Materials for promotional purposes on Spreadshirt’s websites and for other ways of advertising by Spreadshirt (including print, electronic and other media). The granting of the above rights of use is valid until a termination of this Agreement in accordance with § 6 takes place. If not legally required, Spreadshirt is not obliged to name the Partner in connection with the use of the Provided Materials.
(3) If necessary, Spreadshirt is also entitled to grant third parties involved in Spreadshirt’s service provision a sub-permission to access the Provided Materials.
(1) The Partner shall guarantee Spreadshirt and Spreadshirt’s affiliated companies, legal representatives, employees and agents that he is entitled to grant Spreadshirt the rights to use the Provided Materials in accordance with §4, and that (a) the Provided Materials and the Tags used by the Partner, (b) the content of the websites into which the Partner integrates partner shops, and (c) the promotional measures of the Partner for his Partner Shops do not infringe upon legal requirements (particularly penal law and provisions for data protection and minors) and rights of third parties (particularly copyrights, personal rights, trademarks and other intellectual rights). The responsibility of the Partner shall not be affected by the maintenance and adjustment of the Partner’s Spreadshirt Partner Shops carried out on his behalf.
(2) The Partner alone is responsible for making sure that the Provided Materials do not breach legal requirements and the rights of third parties. Spreadshirt is not obliged to perform services for the Partner if it there is reason to suspect or there is evidence that the Provided Materials breach legal requirements or the rights of third parties.
(3) If third parties make a substantiated claim that their rights have been breached, Spreadshirt is entitled to (a) withhold the remuneration of the Partner until the legal dispute has been settled; to (b) prevent the release of the Provided Materials immediately; and to (c) provide the third party with information on the Provided Materials, including information on the origin, production, sales and operation of the Provided Materials.
(4) The Partner is obliged to notify Spreadshirt immediately if claims have been made against him on the grounds of breaching third party rights in connection with the Provided Materials.
(5) If the contractual use of the Provided Material by Spreadshirt infringes upon legal requirements or the rights of third parties, Spreadshirt and companies affiliated with Spreadshirt, legal representatives, employees and agents are entitled to claim compensation for the damages and expenses that arise from the infringement as well as to release other authorised persons from all claims of third parties on request. This shall not apply if the Partner is not responsible for the infringement. The compensation and exemption shall include the compensation of the costs of the prosecution / defence which arise or have arisen.
(6) The Partner shall additionally guarantee that customer information on Products (which he himself created and released) and their sales are in line with Spreadshirt’s the information in its up-to-date version as released by Spreadshirt.
(7) (a) Spreadshirt is liable for compensation for whatever legal reason in the event of its own gross negligence and intent.
(b) In the event of ordinary negligence, Spreadshirt is only liable (aa) for damages caused to life, limb or health or (bb) for damages caused through breaching an essential contractual obligation (an obligation whose fulfilment is a prerequisite for enabling the proper fulfilment of the contract in the first place, and upon the fulfilment of which the contractual party usually relies and can rely). In the event of an essential contractual obligation being breached, Spreadshirt’s liability shall be limited to the compensation of the foreseeable, typically occurring damage.
(c) A liability of Spreadshirt, which exceeds what is stipulated in this paragraph (7), shall be excluded, independent of the legal reason of the liability (including a contractual liability, offence, negligence or other claims to exemption).
(d) Any exclusions or limitations of the responsibility of Spreadshirt which result from this paragraph (7) shall not apply (aa) insofar as Spreadshirt fraudulently conceals the deficiency, (bb) insofar as Spreadshirt has assumed a guarantee for the quality of the goods, and (cc) insofar as Spreadshirt is strictly responsible on the basis of a statutory regulation, including responsibility under the German Product Liability Act.
Insofar as the liability of Spreadshirt is excluded or limited by this paragraph (7), this shall also apply to any personal responsibility for the bodies, legal representatives, employees, representatives and vicarious agents of Spreadshirt.
This Agreement on the set-up and operation of Partner Shops shall be valid for an indefinite period of time and can be terminated in writing at any time by both Parties without a termination period. By the time of termination of the Agreement, orders made in the Partner Shop of the Partner may be carried out by Spreadshirt, even after the expiry of this Agreement. The sentences 1 to 3 shall apply for Provided Materials accordingly.
(1) The Partner only has rights of offsetting and retention insofar as his claim has been legally proven or is undisputed. Furthermore, the Partner may only exercise a right of retention if the Partner’s claim is based on the same contractual relationship.
(2) If not otherwise agreed or legally required, the Partner is entitled, without the prior agreement of Spreadshirt, to transfer claims arising from the commercial relationship to third parties or otherwise.
(3) (a) Deviating, opposing or supplementary regulations of the Partner (particularly in the Partner’s General Terms and Conditions) shall only become part of this Agreement when and if Spreadshirt has expressly agreed to the application of these regulations. This requirement for approval applies in all cases, for example even if Spreadshirt unconditionally performs services in acknowledgement of the Partner’s regulation.
(b) Changes and adjustments to the contractual relationship and a waiver of claims arising from the commercial relationship must be submitted in writing as long as there statutory law does not require a stricter form. This also applies to agreements on waiving the requirement for the written form itself. The individual agreements on the requirement for the written form shall remain unaffected.
(c) Changes deemed acceptable to the Partner in the course of the contractual relationship may be agreed upon through the following procedure: Spreadshirt shall inform the Partner about the application of new contractual regulations in writing and offer him the application of the new regulations for the contractual relationship with the expiry of a period of three (3) weeks upon receipt of the information. If the Partner does not object to the application of the new regulations within the period of three weeks after receipt of the information (by way of submitting a special contact form in his Partner Account), and if the Partner operates active Partner Shops even after the expiry of the three-week period, then the changes shall be considered accepted by the Partner at the end of the period. Spreadshirt shall inform the Partner at the beginning of the three-week period of his right to object as well as how to find the contact form for objection and possible implications of his conduct.
(4) “The written form” and “in writing” - in terms of these General Terms and Conditions - include statements by fax or email. If the Partner writes a statement to this effect to Spreadshirt via email, this should be sent to: terms_partner_shop@Spreadshirt.net. If Spreadshirt sends a statement to the Partner, this can be sent to the email address stored in the Partner’s Partner Account.
(5) The Agreement on the set-up and operation of Partner Shops according to these Terms and Conditions shall be governed by the laws of the Federal Republic of Germany to the exclusion of the U.N. Convention of the International Sale of Goods.
(6) The official address of Spreadshirt is the place of jurisdiction for all disputes arising from the contractual relationship between the Parties, insofar as (aa) the Partner is a commercial trader as defined in the HGB (German Commercial Code), (bb) the Partner does not have a general place of jurisdiction at his disposal, (cc) the Partner changes his address or usual residence outside Germany after the conclusion of the Agreement, or (dd) the Partner’s address or usual residence is unknown at the time of a complaint.
(7) Should one or more clauses of these General Terms and Conditions be or become ineffective in whole or in part, or should these General Terms and Conditions contain lacuna (gap) in the contract, the effectiveness of the Agreement between Spreadshirt and the Partner on the set-up and operation of a Spreadshirt Partner Shops shall otherwise remain unaffected.
Version of 01/2015