(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 commission in accordance with these General Terms and Conditions.
(2) A "partner shop" means online shopping applications that can also be integrated into websites and enable product ordering by end customers while the product delivery can be effected into a variety of countries. Orders via a partner shop are executed by Spreadshirt. End customers who order products via a partner shop will then become end customers of Spreadshirt. Partner shops exist as "standard" and "designer shops".
A "standard shop" is a static partner shop where the products offered are pre-designed by the partner. An adaptation of the offered product by the end customer is basically not possible. In standard shops, the partner creates, via the standardized online management of partner shops ( "partner account"), product templates with its own product designs or product designs provided by Spreadshirt and adds these to its standard shop. The available Spreadshirt product types may change over time. Spreadshirt will inform the partner about planned changes in availability with an adequate notice. If the partner's product templates contain product types which are no longer available from Spreadshirt, the product templates can be altered by Spreadshirt converting them into available product types.
A "designer shop" is a dynamic partner shop module in which the end customers can actively co-shape the products. On request, the partner can take into its designer shop, in addition to individual own product designs, also a Spreadshirt Motive Gallery.
"Products" are the products offered by Spreadshirt through partner shops that come with the possibility of being customised using product designs by the partner and possibly end customers.
(3) End customers who acquire products via the partner's partner shop enter with Spreadshirt into an autonomous legal relationship with SPREADSHIRT which is independent of the potential legal relationship between the partner and the end customer.
Spreadshirt distributes products via a partner shop in its own name. Spreadshirt reserves the right to reject requests and orders which do not meet the respective technical and organizational requirements to be set up by Spreadshirt. If a reasonable suspicion emerges or develops that the ordered products infringe statutory regulations or rights of third parties, Spreadshirt shall be entitled, in addition to all and any potential claims, objections and reliefs, to reject concluding such an order or withdraw from such an order. Spreadshirt also reserves the right to reject orders from end customers who are known to have bad credit and who do not want to make any advance payment. Spreadshirt is responsible for the entire processing and execution of orders. To this end, Spreadshirt will prepare order forms, book payments, execute cancellations and returns, and take charge of the customer service.
(4) Spreadshirt provides the partner with one or more partner shops to be used for implementation on websites. An activity requirement for the partner, in particular an obligation to publish a partner shop through the partner, does not exist. The partner will also receive an affiliate ID and login information for the partner account. The partner Account allows the partner to make extensive graphic adjustments to the partner shop layout and manage its own product designs.
(5) An agreement between Spreadshirt and the partner about establishing and operating a Spreadshirt partner shop comes into being as follows: With the complete filling in of registration forms under the Shop Setup Wizard on Spreadshirt's website of Spreadshirt and the acceptance of these General Terms and Conditions, the partner presents an offer to conclude a contract on establishing and operating a Spreadshirt partner shop according to these General Terms and Conditions. Spreadshirt accepts the partner's offer by enabling the partner shop functions for the partner in the partner account and confirming the activation by an e-mail.
(6) The partner is obliged, when setting up the partner account, to treat the selected login information (e-mail address and password) as confidential, not to communicate the data to any third party and to store the data so that no third party can get to know it. If the partner has reason to believe that a third party has knowledge of the access data, Spreadshirt shall be informed immediately.
(1) In addition to making a partner shop publicly available as a standalone website, the partner may integrate a partner shop into websites that are in the partner's influence range. The inclusion in websites happens as a rule by means of an electronic link provided by Spreadshirt or an online shop application provided by Spreadshirt (e.g. Spreadshirt's Facebook Shop). The partner is only permitted to make changes in the link or the partner shop integration within limits expressly defined by Spreadshirt. The partner is especially not allowed to make changes related to publishing Spreadshirt's General Terms and Conditions for end customers and statutory compulsory information.
(2) Apart from the partner shops (e.g. on its own website), the Spreadshirt partner can use advertising elements supplied by Spreadshirt (such as banners and product images) to advertise its partner shops and its cooperation with Spreadshirt. This use is not mandatory. If advertising elements are used, the partner must not alter the statements contained in them.
(3) For online users to be able to find product designs in the partner shops, the partner shall be obliged to provide the product designs with matching names, descriptions and keywords (hereafter referred to collectively as "tags").
(4) The partner shall be obliged to store in its Partner account its complete and correct address and, where required by the law or by Spreadshirt, other necessary data, and update these data whenever they change. Where necessary, the partner's stored data will also be displayed in the edition notice of the partners' partner shops.
(5) Spreadshirt will send the partner at irregular intervals information via e-mail about item and service changes occurring in the Spreadshirt offerings, service reports, tips about Spreadshirt's services as well as other information (including third party offers) related to the partner shop.
(1) The partner will receive from Spreadshirt, for each product successfully sold to an end customer via the partner's partner shop and paid for by the end customer, a commission in accordance with the following rules.
(2) (a) In the event of a successful sale of products via the partner's partner shop, the partner shall receive, for the currently sold product, a percentage of 20% from the net retail base price pre-set by Spreadshirt ( "affiliate commission") .
(b) The net retail base price is the basic price for the unprinted product plus the base price for the printing of the product design or product designs on the product less taxes (in particular VAT) and other levies on these prices, but without deducing discounts granted to the end customer when ordering by putting the product into the electronic shopping basket in the partner shop. The performance as well as the amount of the VAT deduction depend on the VAT-related assessment of Spreadshirt's delivery to the end customer and the statutory tax rate applicable here. Spreadshirt reserves the right to make changes in the net retail base rates.
(3) (a) The partner can also, within the limits set by Spreadshirt, specify, for each of the product designs presented in its partner account, an amount that absolutely increases the final price for the end customer of a product decorated using the product design ("design price").
(B) In the case of a successful sale of a product decorated using a product design provided by the partner, the partner shall receive as additional commission, in particular for the fulfillment of the duties under §2 para (3), the pre-set design price less the VAT potentially added to the design price at the sale and delivery to the end customer. The performance as well as the amount of the VAT deduction depend on the VAT-related assessment of Spreadshirt's delivery to the end customer and the statutory tax rate applicable here. For this reason, the respective commission may vary between a minimum amount (design price less the highest VAT rate in the EU) and a maximum amount (equal to the design price). Spreadshirt reserves the right to make changes in end customer prices for unprinted products as well as those for printing product designs.
(4) Partners who have provided proof of VAT registration in Germany receive, in addition to the commission arisen from paras (2) to (4), the statutory VAT that was added to the price. For partners from the EU countries, the shift of the VAT obligation ("reverse charge") for other services provided into Germany is in force according to §13b UStG in conjunction with the EU VAT Directive (Directive 2010/45/EU). For Partners from other foreign countries, the VAT duty relocation ("reverse charge") to Germany also applies to other services in accordance with §13 b UStG. The partner is obliged to provide annually unsolicited a proof of VAT liability, the EU VAT identification number or the VAT number. The partner is furthermore obligated to update all relevant changes in its partner account immediately.
(5) The credit note for a commission into the partner's partner account shall be issued within up to 14 days upon (1) receipt of payment from the end customer for the respective order and (2) delivery of the ordered product. The partner shall receive no commission (1) for sold products which were cancelled by the end customer before being printed or which were sent back, pursuant to applicable statutory regulations or Spreadshirt's return guidelines, against refund or credit of the purchase price, (2) if the end customer fails to pay as well as (3) in case of a negative booking of the end customer's payment. Unless commission in the cases from the preceding sentence has already been credited to the partner's account, the credit note shall, when an event takes place, be withdrawn; this applies likewise when the commission was already paid out. The balance in the partner account will not bear interest.
(6) The commission as credited to the partner gets invoiced monthly, not later than on the fifteenth business day of the following month. The disbursement of accrued commission assets shall take place within 15 working days of completing the respective invoice in the currency referred to in the invoice. Spreadshirt is entitled in every case to make the payments in euros; the exchange rates of Deutsche Bundesbank will apply for currency conversions. Billed commissions will be paid only after a minimum balance for payout is reached. The amount of the minimum balance depends on the payout currency selected in the partner account and is shown here. If the exchange rate of the Euro and one of the other possible payout currencies changes, Spreadshirt shall be entitled to re-define the minimum balance amount in the payout currency at its discretion. The applicable exchange rates are those of Deutsche Bundesbank. Spreadshirt shall inform the partner when a new rate is set. The partner is entitled to have the fairness of the new setting reviewed in court. If a partner acquired commission claims at lower level, these will only be paid out after terminating all continuing obligations with Spreadshirt and deleting the respective partner account, within 6 months at the latest. This shall not apply if the partner concludes, within this period of 6 months from the effective date of the notice(s) of termination, a new partner contract with Spreadshirt. In this case, a new billing period starts with the newly concluded contract as per clause 1 of this paragraph.
(7) Each party shall bear its own costs of settlement and payment including the costs of its respective payment service provider. If the sale of a product was made in a currency other than the settlement currency, the crediting and the settlement of the commission to the partner will proceed as per the exchange rates of Deutsche Bundesbank. In its partner account, the partner needs to file valid banking details as specified by Spreadshirt. The partner must be the recipient of the credit notes. The partner is responsible for incorrectly notified bank details. Insofar as Spreadshirt incurs costs arising from the filing of wrong banking details, these costs shall be borne by the partner.
Spreadshirt is entitled to use materials prepared by the partner for its partner shops (including product designs and the names used for this purpose) as a reference in Spreadshirt's promotional materials (including printed, electronic and other media).
(1) The partner warrants vis-a-vis Spreadshirt and Spreadshirt's affiliates, legal representatives, employees and agents that (a) the materials prepared by the partner for its partner shop (including the product designs and the names used in this context), (b) the content of websites where the partner places the partner shops and (c) the partner's advertising efforts serving the partner stores shall not contravene statutory regulations (esp. criminal laws, youth protection and data privacy regulations) and third party rights (esp. copyright, personal, brand-related and other neighbouring rights). The partner's responsibility shall not be affected if Spreadshirt administers and adapts the partner's partner shops on the partner's behalf.
(4) The partner assumes sole responsibility for reviewing the materials supplied and making sure there is no breach of legal regulations and third-party rights. Spreadshirt shall not be obliged to provide services to the partner if and when it is ascertained or a reasonable suspicion arises that the materials supplied infringe legal regulations or third party rights.
(3) In the event that third parties make a substantiated claim that law was breached, Spreadshirt shall be entitled (a) to retain the partner's commission until the legal dispute has been finally clarified, (b) to halt without any delay the publication of the prepared materials, and (c ) to provide the third party with information about the supplied materials including information on their origin, production, sales and distribution.
(4) The partner undertakes to inform Spreadshirt immediately whenever it faces claims of third party rights being breached in connection with the supplied materials.
(5) If Spreadshirt's contractual use of the supplied materials infringes legal regulations or rights of third parties, Spreadshirt and Spreadshirt affiliates, legal representatives, employees and agents shall be entitled to require for the partner to compensate them for damages and expenses caused by the said infringement, and to exempt Spreadshirt and the other above-named beneficiaries from all claims of third parties on first demand. This shall not apply if the partner is not responsible for the infringement. The damages and the exemption include a reimbursement of the costs incurring or having incurred as a consequence of the prosecution and defence.
The partner also warrants that customer information about products and their sale which the partner prepared and publicly released, correspond with the respective Spreadshirt information in its current version.
(7) (a) Spreadshirt shall be liable for damages, regardless of the legal reason, in cases of intent and gross negligence.
b) In the case of simple negligence, Spreadshirt is only liable for (aa) damages arising from injury to life, body or health or (bb) damages arising from the breach of a substantial contractual obligation (obligation the fulfillment of which basically enables the contract to function and on the implementation of which the partner regularly relies and may rely). In the case a substantial contractual obligation is breached, Spreadshirt's liability shall however be limited to compensating for a foreseeable, typically occurring damage.
c) A liability of Spreadshirt that goes beyond that referred to in this paragraph (7), regardless of the legal basis of liability (including contractual liability, tort, negligence, or any rights of indemnity), is excluded.
(B) Any exclusions or limitations of Spreadshirt's liability resulting from this paragraph (7) shall not be valid (aa) if Spreadshirt fraudulently concealed a defect from the partner, (bb) if Spreadshirt took over, vis-a-vis the partner, a guarantee for the quality of the goods and (cc) if Spreadshirt is responsible, pursuant to a statutory regulation, regardless of culpability, including a responsibility under the German product liability Act.
(e) As far as liability of Spreadshirt is excluded or limited by this paragraph (7), this also applies to any personal liability of Spreadshirt's governing bodies, statutory representatives, employees, representatives and agents.
The Contract on establishing and operating partner shops is concluded for an indefinite period of time and may be terminated at any time in writing by either party without having to observe a cancellation period. Orders made in the partner's partner shop up to the contract termination time will be carried out by Spreadshirt, if need be also after the termination.
(1) The partner can take advantage of settlement rights only when its claim has been established in a legally valid manner or is undisputed.
(2) Unless otherwise agreed or required by law, the Supplier is not, without the prior consent of Spreadshirt, entitled to assign or otherwise transfer claims arising from the business relationship to third parties or otherwise.
(3) (a) The partner's divergent, adverse or complementary rules (especially if contained in the partner's General Terms and Conditions) shall only become part of the contract if and when Spreadshirt expressly agrees with the validity of these rules. This requirement for consent applies no matter what, e.g. even when Spreadshirt, aware of the Supplier's rules, performs services without reservation.
(b) amendments to the contractual relationship as well as a waiver of claims arising from the contractual relationship must be in writing, unless a more severe form is envisaged by the law. This applies just as well to Agreements aimed at waiving the written form requirement itself. Individual Agreements about the written form requirement remain unaffected.
(c) changes in the contractual relationship may, if the partner finds it acceptable, also be agreed upon using the following procedure: Spreadshirt will inform the partner in writing about the validity of new contractual arrangements and offer the validity of the new rules that govern the contractual relationship at the latest three (3) weeks before the date proposed for them to become effective. Unless the partner contradicts, vis-a-vis Spreadshirt, the validity of the new contractual arrangements within the period of three (3) weeks of receiving the information about the changes in a written declaration, the changes and the respective deadlines will be considered adopted by the partner. Spreadshirt will inform the partner, at the beginning of the three-week period, about the right of objection, the possibilities of raising the objection and the envisaged consequences of his actions.
(4) "Written form" and "in writing" within the meaning of these General Terms and Conditions include telecommunication (esp. by fax and e-mail). In the event that Spreadshirt declares something vis-a-vis the partner, this can be done by writing to the e-mail address stored in the partner account.
(5) The Contract about establishing and operating partner shops in accordance with these General Terms and Conditions shall be subject to the laws of the Federal Republic of Germany under exclusion of the CISG.
(6) Spreadshirt's headquarters is the legal domicile for all disputes arising between the Parties, provided that (aa) the partner is a merchant within the meaning of the Commercial Code (HGB), (bb) the partner has no general jurisdiction in Germany, (cc) the partners relocates its domicile or place of habitual residence, upon concluding the Contract, outside of Germany or (dd) the partner's domicile or place of habitual residence is unknown at the time the proceedings commence.
(7) Should one or several provisions of these General Terms and Conditions be or become wholly or partially invalid or void, or should these General Terms and Conditions contain a loophole, the validity of the agreement concluded between Spreadshirt and the partner on establishing and operating a Spreadshirt partner shop shall, apart from that, remain unaffected.
(a) These Volume Commission Terms and Conditions (“Volume Commission Terms”) create a framework for Spreadshirt’s Partners to earn an extra commission for achieving high sales volumes in a given time period. These Volume Commission Terms only have effectiveness to the extent that the Partner has entered into a Shop Contract with Spreadshirt to operate a shop.
(b) In these Volume Commission Terms:
(1) “Spreadshirt” means the Spreadshirt entity (either sprd.net AG, a German stock corporation, or Spreadshirt, Inc. a United States corporation) which is a party to a Shop Contract with the Partner;
(2) “The Partner” means a Partner with a unique Partner ID provided by Spreadshirt who has entered into a Shop Contract with Spreadshirt;
(3) “Shop” means an online custom merchandise interface with a unique Shop ID provided by Spreadshirt, which features Spreadshirt products for sale;
(4) “Shop Contract” means the underlying terms and conditions governing the Partner’s Shop(s), which may include Spreadshirt’s standard Terms and Conditions for Shops found on Spreadshirt’s website, or any other applicable contract between the Partner and Spreadshirt which govern the Partner’s Shop(s).
(a) Volume Commission Definition. Within a given accounting period, The Partner can earn a credit towards an extra affiliate commission in addition to the existing ordinary affiliate commission owed according to the Shop Contract. The Volume Commission for a given Accounting Period equals the Volume Commission Percentage set out in the table below under 2. (d) multiplied by the Net Product Revenue of Qualified Products ordered through the Shops of The Partner in that Accounting Period.
“Net Product Revenue”means the product-type retail price (basic price) for the unprinted Spreadshirt product plus retail printing price, deducted by (i) any discounts which apply to these price components (if discounts apply to the order of the Qualified Product, such discounts apply pro rata to the price for the unprinted Spreadshirt product plus printing price; absolute nominal discounts apply in the proportion of the individual product prices (plus printing) to the sum of all product prices (plus printing) in the order) and (ii) VAT, or other duties which apply to the price for the unprinted Spreadshirt product plus printing price; possible VAT deductions are subject to the tax evaluation of sale and delivery of the respective Spreadshirt product and the applicable VAT rate.
(b) Conditions. The Volume Commission is only available and owed for orders of Qualified Products (i) made in a Shop (or Shops, if they belong to a single Partner) (ii) using Spreadshirt’s standard price group.
(c) Accounting Period Definition. For purposes of calculating the number of Qualified Products ordered through the Shop(s) of The Partner, the relevant Accounting Periods are:
(i) the first Accounting period of each calendar month: the period between the 1st day of each calendar month midnight until 11:59 pm of the 15th calendar day of this month in the time zone of the Spreadshirt entity which is a party to the Shop Contract governing the Shop(s) in which the orders were made; and
(ii) the second Accounting period of each calendar month: the period between the 16th day of each calendar month midnight until 11:59 pm of the last calendar day of this month in the time zone of the Spreadshirt entity which is a party to the Shop Contract governing the Shop(s) in which the orders were made.
(d) Volume Commission Percentage Calculation. Each accounting period, Spreadshirt calculates the Volume Commission Percentage as follows:
|Qualified Products ordered through the Shop(s) of The Partner (inclusive)||Volume Commission Percentage|
(e) Qualified Products Definition. For purposes of calculating the number of Qualified Products ordered within a specific Accounting Period, Qualified Products only include those ordered products for which, at the latest after 14 days after the close of the respective Volume Commission Accounting Period, (i) payment for the ordered Spreadshirt product is received at Spreadshirt, (ii) the ordered Spreadshirt product is shipped and (iii) the ordered Spreadshirt product has not been returned to Spreadshirt in accordance with applicable law or Spreadshirt’s return policy.
(f) Accounting and Payment Rules. The Volume Commission will be credited to The Partner after calculating the Volume Commission Percentage. The Partner receives no Volume Commission credit or may have a Volume Commission credit removed (or, in Spreadshirt’s sole discretion, offset in a later Accounting Period) for ordered Spreadshirt products, if (1) the customer cancels the order or requests a refund within Spreadshirt’s return policies or applicable law; (2) the customer’s payment is in default; or (3) there is a chargeback. Payment of the credited Volume Commission will take place according to the same rules as provided in the Shop Contract.
All definitions and terms of the Shop Contract are hereby supplemented by these Volume Commission Terms. To the extent that there is an inconsistency between these Volume Commission Terms and the Shop Contract, the Volume Commission Terms control. For clarification, these Volume Commission Terms apply separately to each Shop Contract and corresponding Spreadshirt entity which is a party to that Shop Contract, and therefore the Partner has no claims or rights at all against one Spreadshirt entity for sales and commissions earned according to a Shop Contract between the Partner and the other Spreadshirt entity by virtue of these Volume Commission Terms.