General Terms & Conditions for the Marketplace and Shops

Effective from 1 May 2017

A. General

1. Contents

These terms and conditions (“Terms”) set out your rights and obligations when using the services provided by sprd.net AG (“Spreadshirt”) to you as a Partner.

These Terms contain our current rules governing the following services:

  • Marketplace (in particular Section B)
  • Shop (in particular Section C)

If you wish to use one of our services, you must agree to these Terms.

2. You should know these terms

“Products” are products offered by us for sale to third parties.

“Designs” are your visually displayable designs for our Products.

“Descriptions” are descriptions and tags for individual Designs.

“Customised Products” are combinations of Products and your respective Designs.

Our “Marketplace” is used to offer our Products with your Designs via our various sales channels, for example via our own websites, but also via online services from Amazon and eBay.

“Shop” means an online shop provided by us which you can integrate into websites.

“Partner Account” means the user account you use to manage your Shops and Designs. You will receive a Partner ID from us for your Partner Account.

You will receive remuneration from us for “Successful Sales”. A “Successful Sale” is where

  • an effective contract for the purchase of a Product comes into being
  • the customer has paid the purchase price and no reversal posting has occurred within 14 days
  • the ordered Product has been sent to the customer and
  • the order has not been cancelled by the customer or returned due to legal provisions or our returns policy.

3. How to become a Partner

a) Simply open a Partner Account. In order to publish Designs in the Marketplace and activate Shops, you first need to fill in the registration form in full, send this to us via our website and accept the Terms. You are a Partner as soon as you have a Design published or your Shop is activated.

b) You are responsible for your Partner Account and therefore also required to ensure that the details you provide are complete and correct, and to update them should they change. This includes in particular any information about yourself, about paying out your remuneration and about how said remuneration should be treated for tax purposes. We also require a valid email address from you so that we can communicate with you.

c) Before you submit the registration form, you may check the accuracy of the information you have entered and amend it using the correction tools provided. If we have reason to doubt whether your stored data is correct, we reserve the right to withhold payments to you until the matter has been clarified. Where necessary, your stored data will be made publicly accessible, for example in your Shop’s legal information.

d) At present, contracts can be concluded in the following languages: German, English, French, Spanish, Dutch, Italian, Norwegian, Swedish, Danish, Polish, Finnish

4. Our relationship with the customer

We are the ones who enter into a contractual relationship with customers, meaning you can concentrate fully on your Designs and Shops.

For example, we take care of production, delivery and customer service. That’s why we are entitled to reject orders which fail to meet our technical and organisational requirements. The same applies if we suspect that orders violate legal provisions or the rights of third parties.

To ensure that orders are processed smoothly, we are responsible for all communication with the customer.

5. Your Partner Account

a) We store the data most recently provided by you, the content you provide in your Partner Account and the settings adjusted by you for the Marketplace and your Shops. You can view this information via your Partner Account. We also store these Terms, which are available under https://www.spreadshirt.de/-C10183. We do not otherwise store the contract text upon conclusion of the contract.

b) In your Partner Account you will find an overview of your remuneration for Successful Sales.

c) Please keep your login details (email address and password) for your Partner Account confidential and ensure that they cannot be disclosed to any third parties. Should you have reason to suspect that third parties know your login details, change your password and inform us without delay.

d) Now and then we will email you with information and tips concerning your Shops and the Marketplace (“Partner Newsletter”). You can unsubscribe from the Partner Newsletter at any time. Please note that you will continue to be sent contractually relevant information by email.

B. Provisions for the Marketplace

1. How the Marketplace works

a) To allow your Designs to be found easily in the Marketplace, please use suitable Descriptions for them.

b) Any Designs provided by you in the Marketplace may be used by us via all of our sales channels. We are however under no obligation to use your Designs. We are also entitled – at any time and at our own discretion – to refuse to publish your Designs, to restrict their publication to certain sales channels or to unpublish Designs. This applies in particular if it is known or if reasonable suspicion arises that your Design is in violation of third-party rights or the law. The same applies to the Descriptions used by you.

c) The Designs provided by you in the Marketplace can be customised by other users of our services to the extent allowed by the technical options; it may for example be possible to change the size and colour of a Design.

2. Your remuneration for Marketplace sales

a) For every Design you provide you can, within certain limits, specify an amount (“Design Price”) in your Partner Account. The Design Price may increase what the customer pays for Customised Products.

b) In the case of a Successful Sale of a Customised Product, you will receive the Design Price specified by you minus any statutory VAT applicable to the Design Price for the sale and delivery of the Customised Product to the customer. Depending on the country of delivery and how the sale is otherwise subject to VAT, the Design Price may be subject to a different VAT rate.

C. Provisions for Shops

1. How Shops work

a) You can publish your Shops as standalone websites or integrate them into other websites.

b) You can adjust your Shop using various functions available to you in your Partner Account. Please note that it is not permitted to make any changes to Spreadshirt’s General Terms & Conditions for Customers or to other information required by law.

c) You are welcome to use advertising tools (e.g. banners and Product images) provided by us for your cooperation with us. Please note the respective terms of use when using such advertising tools.

2. Your remuneration for Shop sales

You can earn money from every Product ordered by customers in your Shops through:

  • Affiliate Commission
  • Volume Commission
  • Design Price

2.1. Affiliate Provision

a) In the case of a Successful Sale of Products through one of your Shops, for having brokered this Successful Sale you will receive 20% of the Net Base Price specified by us for the Product sold (“Affiliate Provision”). If you do not want this to happen, then you can disable Affiliate Provision in your Partner Account. This will also reduce the price customers have to pay for the Products in your Shop.

b) Our Net Base Price is determined as follows:

Base price of the unprinted Product
+ base price of printing the Design on the Product
- statutory VAT

Depending on the country of delivery and how the sale is otherwise subject to VAT, the base prices of the Products sold may be subject to a different VAT rate.

2.2. Earn more with Volume Commission

a) If Affiliate Provision has been activated in your Shops, then once you achieve certain sales targets in your Shops under the same Partner ID you can receive additional Volume Commission.

b) The Bonus Period is the calendar month.

c) Your Volume Commission is calculated as follows:

  • Net Product Sales of the Qualifying Products which are ordered through your Shops in the respective Bonus Period, multiplied by the
  • Volume Commission percentage.

d) “Net Product Sales” are determined as follows:

Base price of the unprinted Product
+ base price of printing the Design on the Product
- all customer discounts granted on these base prices
- statutory VAT on the (possibly discounted) base prices

Depending on the country of delivery and how the sale is otherwise subject to VAT, the base prices of the Products sold may be subject to a different VAT rate.

e) To be “Qualifying Products”, Products must have been ordered by customers during a particular Bonus Period and, by no later than 14 days after this Bonus Period has ended,

  • we must have received payment for the Product ordered,
  • the Product ordered must have been shipped and
  • the Product ordered must not have been returned to us as a result of legal provisions or our returns policy.

f) For each Bonus Period, we set the Volume Commission percentage as follows:

Number of Qualifying Products which were ordered through the Partner’s Shop(s) Volume Commission percentage
0-25 0.0 %
26-50 0.5 %
51-75 1.0 %
76-100 1.5 %
101-125 2.0 %
126-150 3.0 %
151-175 4.0 %
176-200 5.0 %
201-250 6.0 %
251-300 7.0 %
301-350 8.0 %
351-400 9.0 %
401-450 10.0 %
451-500 11.0 %
501-600 12.0 %
601-700 14.0 %
701-800 16.0 %
801-900 18.0 %
901-1,000 20.0 %
1,001-1,250 22.0 %
1,251-1,500 24.0 %
1,501-1,750 26.0 %
1,751-2,000 28.0 %
2,001-2,250 30.0 %
2,251-2,500 32.0 %
2,501-3,000 34.0 %
3,001-3,500 36.0 %
3,501-4,000 38.0 %
4,001 and above 40.0 %

2.3. Design Price

a) For every Design you provide you can, within certain limits, specify an amount (“Design Price”) in your Partner Account. The Design Price may increase what the customer pays for Customised Products.

b) In the case of a Successful Sale of a Customised Product, you will receive the Design Price specified by you minus any statutory VAT applicable to the Design Price for the sale and delivery of the Customised Product to the customer. Depending on the country of delivery and how the sale is otherwise subject to VAT, the Design Price may be subject to a different VAT rate.

D. Common provisions for the Marketplace and Shops

1. Prices and Product range

We may change our prices of Products and printing and adjust our Product range. We will give you reasonable notice of any such changes.

2. What you should know about your remuneration

2.1. Monthly credit note and payment

a) As soon as your Partner Account contains the respective minimum balance, we will draw up a monthly credit note of your remunerations by no later than the fifteenth working day of the following month.

b) The minimum balance amount depends on your selected currency in your Partner Account and is specified here.

c) Within 15 working days of the credit note being drawn up, we will pay the balance of the credit note in the respective currency. We are also entitled to effect payment in euros; the exchange rates of the Deutsche Bundesbank shall apply when converting currencies.

d) You can choose a payment method in your Partner Account. To receive payments, please provide the necessary payment details. You must be the recipient of the payments. You must bear any costs we incur as a result of you storing incorrect payment details.

2.2. VAT

In addition to their remuneration under these Terms, Partners who have furnished proof of their liability to pay VAT in Germany will also receive the applicable statutory VAT. The Partner is responsible for informing Spreadshirt of whether they are currently liable to pay VAT in Germany.

In the case of Partners abroad, the ‘reverse charge’ procedure will apply pursuant to Section 13b of the German VAT Act (UStG). These Partners will receive their remuneration without VAT. Partners with a European VAT ID number are obliged to provide us with this number.

2.3. Tax deduction

a) If you are not based in Germany, then your remuneration may be subject to partial tax liability in Germany. Where Section 50a of the German Income Tax Act (EStG) is applied, income or corporation tax will be levied by way of tax deduction.

b) We are obliged to deduct the tax for your account and will reduce your remuneration payment accordingly. We will declare and pay the withheld tax to Germany’s Federal Central Tax Office (BZSt). You will receive a tax certificate from us in accordance with the officially prescribed template.

It may however be the case that one of the following exceptions applies to you.

c) The BZSt may upon request authorise us to apply a simplified tax deduction procedure. This makes it possible for your remuneration in Germany to be exempt from tax or taxed at a lower rate. For this procedure to be applied, a double taxation agreement must be in place and other conditions fulfilled. If a request is made to participate in this simplified procedure, then pursuant to Section 50d Para. 5. Sentence 5 of the EStG it is assumed that we and you have agreed to information being forwarded to the country in which you are resident/based. Germany’s financial authorities may inform the financial authorities in the country in which you are resident/based of remuneration payments made to you.

d) If the legal requirements are met, you can apply at the BZSt for a full or partial exemption from tax deduction. If when we pay out your remuneration we have been given a valid certificate of exemption, then we will refrain from deducting tax accordingly.

e) If in the cases described under c) or d) a double taxation agreement means you are only partially exempt from tax deduction, then we are obliged to perform the tax deduction for your account for the remaining amount, and will reduce the remuneration payment to you accordingly. In such cases, we will declare and pay the withheld tax to the BZSt. If so required by law, you will receive a tax certificate from us in accordance with the officially prescribed template.

3. Your Content and your use of our services

a) Content that you publish using our services belongs to you (“your Content”).

This includes in particular:

  • the Designs provided by you
  • your Descriptions and
  • other content provided for your Shops (e.g. logos and graphics).

b) You are responsible for your Content. You therefore warrant and commit to us and our affiliates, legal representatives, employees and persons whom we use to perform our obligations (referred to collectively as “Authorised Parties”) that

  • Your Content
  • the websites into which you integrate Shops or Customised Products,
  • your advertising activities for your Content, Customised Products and Shops and
  • any other use of our services by you do not violate any laws or the rights of third parties (especially copyright, personal, trademark and other related rights). If any claims are made against you in this respect, you must inform us without delay.

c) Should we have reason to suspect that laws or third-party rights have been violated as a result of your behaviour, we may take the following action in particular:

  • withholding your remuneration until the dispute has been finally clarified
  • immediately halting the publication of your Content and
  • providing information about your Content that has been requested by third parties (this includes information about the origin, production, sale and distribution of your Content).

d) In the case of a violation of the aforementioned obligations, the Authorised Parties may request that you compensate them for the resulting damages and release them from all claims by third parties.

4. Advertising

We are entitled to use your Content and also name you as a reference for promotional purposes. However, we are under no obligation to name you.

5. Limitation of liability

a) In the case of ordinary negligence, we (and our legal representatives, employees and persons whom we use to perform our obligations) are only liable to you for damages

  • arising from injury to life, limb or health or
  • arising from a breach of an essential contractual obligation (an obligation whose fulfilment makes correct execution of the contract possible in the first place and on compliance with which you regularly rely and may rely); in such cases, however, our liability is limited to the foreseeable damage typical of this type of contract.

b) However, the above limitation of our liability to you does not apply if we

  • have fraudulently concealed a defect,
  • have provided a guarantee for the quality of a good or
  • are responsible due to a legal provision, regardless of fault.

6. Contract period

The contract with you is concluded for an indefinite period and may be terminated by either party at any time in text form. If you close your Partner Account, this equates to a termination. Upon termination, any remaining balance in your Partner Account will be paid out to you.

7. Final provisions

You are only entitled to rights of set-off or retention to the extent that your claim has been finally and non-appealably established or is uncontested. In addition, you may only exercise a right of retention if your claim is based on this contract. In any case, this shall not affect your defect or warranty claims.

b) You may not transfer your Partner Account or the contract to other persons. The same applies to your claims from this contract with us.

c) Any contractual provisions on your part which deviate from, are contrary to or supplement these Terms (such as your own general terms and conditions) do not apply.

d) Changes to the contract with you (including these Terms) may also be agreed on as follows:

aa) Provided the change is reasonable for you, we are entitled to change the contract if

  • the legal, regulatory, economic or technical conditions on which the contract is based change, or
  • we introduce new features to our services or existing features of the services are adjusted.
  • A change is reasonable if it would not significantly disturb the contractual balance and not result in a significant restriction of the services you use.

bb) If we wish to change the contract in the cases specified, we will inform you of this no later than three weeks prior to the scheduled effective date of the contractual change, and we will give you the opportunity to accept the validity of the new contract. Upon receipt of our offer, if you do not object to the validity of the new contract within three weeks by notifying us in text form, then once this deadline passes the changes shall be deemed accepted by you. Should you object to the validity of the new contract in the required manner and on time, the contract shall continue to be effective unchanged. In such cases, we do however reserve the right to terminate the contract with you in order to ensure the uniform treatment of all Partners. At the beginning of the three-week objection period, we will inform you again of your right of objection, the ways in which you can declare your objection and the intended significance of your behaviour.

e) The contract with you is subject to the law of the Federal Republic of Germany, excluding uniform international law, in particular the United Nations Convention on the International Sale of Goods, and private international law.

f) In the event of any disputes arising from this contract between us and you, our headquarters are the place of jurisdiction if

  • you are a merchant as defined by the German Commercial Code
  • you have no place of general jurisdiction in Germany
  • you move your residence or your place of habitual residence to somewhere outside Germany after the contract has been concluded, or
  • we are not aware of your residence or your place of habitual residence when the action is brought.

g) If one or more of the provisions within these Terms is or becomes wholly or partially ineffective or void, or if these Terms contain a loophole, this shall not otherwise affect the validity of the contract.

Thanks for reading these Terms in their entirety. We wish you every success with Spreadshirt!