Terms and conditions of use

Article 1 - General rules

 

Ethical Trade Place® operates an online virtual marketplace whose purpose is the exchange of Business to Business information.  Ethical Trade Place® intends to bring together buyers and sellers of ethical fashion products on this platform as well as commercial contacts through advertisements for offers, contacts, and tenders concerning ethical fashion products. Ethical Trade Place® is an internet-based IT service enabling suppliers and buyers to circulate their offers, to get in touch by looking in the catalogues of listed offers and products, and to communicate with a view to carrying out commercial transactions.  Access to this part of the platform is reserved to subscribers who have signed a membership contract.

 

Transactions of money in exchange for goods in the context of purchases or sales shall be carried out outside the platform, which is only a medium for initiating deals and is not part of the sale contract, except in the case of specific ad hoc services.

Conditions of access and use of the limited access platform are dependent on the subscription to a paying membership contract.

 

Ethical Trade Place® shall not be bound by any other terms or conditions from any Buyer or Seller.

Users must accept the General Terms and Conditions of Use before using the services.  Subscription to the Service implies acceptance of this contract.  Any subscription is subject to the approval of Ethical Trade Place®.  Any Buyer or Seller shall be deemed to fully accept this contract simply by using this service.

 

Buyers and Sellers undertake to use the Service provided by Ethical Trade Place® in compliance with these General Terms and Conditions of Use.

 

Ethical Trade Place® has an obligation to use its best efforts, but not to achieve a specific result.

 

Ethical Trade Place®, on the one hand, and the User on the other, are independent parties, both acting in their own names and on their own behalf.  These General Terms and Conditions of Use do not create a hierarchical relationship, nor power of attorney, nor joint venture between Ethical Trade Place® and the User.

 

Article 2  - Membership Terms and Conditions

 

1. Use of the platform is exclusively reserved to members of Ethical Trade Place®

 

2. Only commerçants (tradespeople), as defined by the French Code of Commerce or a comparable code, may join Ethical Trade Place®, and they must provide a K-bis certificate (certificate of incorporation) or equivalent document proving their business activity.

 

3. Members interested in the services provided by Ethical Trade Place® shall ensure that all the information they provide is true and complete, and that they meet the conditions of membership.  If the member is a natural person, he/she must be at least 18 years old and free to enter into a contract.

 

4. To subscribe, new users must:

4.1. provide a valid email address, which can be authenticated;

4.2. confirm their membership, using a link sent to the address provided, by completing the online registration form and sending it to Ethical Trade Place® with the supporting documents requested.

4.3. Confirmation of membership and authorisation to access the platform occur after receipt of the registration form by Ethical Trade Place®.  Ethical Trade Place® will send an electronic message announcing the approval of the registration.  Ethical Trade Place® will then create an account and provide the Username and password.  The membership contract shall only become effective when the membership is confirmed by electronic message.

4.4. complete their User profile,

4.5. complete their company’s profile.

 

5. Acceptance, refusal, and exclusion of members

5.1. Ethical Trade Place® may refuse to grant membership, at any point during the registration or contract approval process, without giving a reason, particularly in the following cases:

5.1.1. if the User provided false information during the registration.  Incomplete or unverifiable information will lead to the rejection of the application.

5.1.2. in case of doubts relating to the powers of representation and the corporate existence of the member and its professional use, if the doubts cannot be immediately raised at the member's cost upon presentation of adequate proof.

5.1.3. in case of doubts concerning the member’s reliability or solvency.

5.1.4. in case of suspicion of dishonest management of business or commercial interests against Ethical Trade Place®.

5.2.  In the event of a violation of Ethical Trade Place®'s principles of use or GTCUs the member may be banned from the marketplace.

 

6. Acceptance of and amendments to the GTCUs

Upon registration, the member acknowledges having read and accepts the General Terms and Conditions of Use (GTCUs) as well as any possible amendments to the GTCUs.  Non-compliance with the GTCUs by the member shall not invalidate the obligations of their membership, in particular regarding membership fees.

Ethical Trade Place® shall be free to amend these General Terms and Conditions of Use at any time, provided these amendments appear on its website.  It is therefore advisable to regularly consult the latest version of the General Terms and Conditions of Use (GTCUs).

 

 

Article 3  - Operation of the marketplace

 

1. Consultation: marketplace Users have access to different content depending on their status (type of membership).

1.1. Public consultation: this content is available to any visitor to the marketplace: product catalogue, information about the opportunities of advertisements, introductions to dossiers, information related to the marketplace’s method of operation.

1.2. Members’ consultation: this is information that is only available to paying members.

 

2. Contact: all Users have an inbox dedicated to interactions on the marketplace, enabling them to contact an advertiser.  Said advertiser is informed of this contact request by email, with the product or advert concerned attached.  As email addresses are never provided, the advertiser decides whether or not it wants to confirm this contact request.

 

Article 4  - Services

 

1. Membership: Member Users can access advertisers' confidential content once they have opened a session.

 

2. Registration for on-demand services: Sales or purchasing missions.  The amount of the commission is defined in a special agreement.  As part of a specific agreement, Members can entrust Ethical Trade Place® with a trusted third party mission.  Ethical Trade Place® reserves the right to accept or refuse this mission.  The amount of commissions is defined in a special agreement.

 

3. Other services: The following specific services, for which rates and conditions are provided upon request, are offered by Ethical Trade Place®: Advertising, Communication, Marketing consultancy, Site creation advice, and Affiliation.

 

4. Bringing together Buyers and Sellers in the context of a Call for tender.

Ethical Trade Place® shall carry out any checks that it deems necessary regarding the Buyer’s Call for tender. The checks carried out by Ethical Trade Place® shall not exempt the Buyer from its sole liability regarding the truth of its assertions.  Buyers are entirely and solely liable for any false offer, false statement or representation, unfair retraction, disloyal acts, or any other behaviour that is dishonest or goes against common practice.

The Seller shall be free to set the starting price, before VAT.

The Call for tender that shall lead to the Buyer and the Seller to be put in contact shall be the Call for tender chosen by the Seller for the Goods concerned.

Any Buyer whose Call for tender is chosen is informed by Ethical Trade Place® that it shall be put in contact with the Seller.  Before this, Ethical Trade Place® is free to ask the Buyer to pay a deposit.  In such a case, it must pay a sum equivalent to thirty percent (30%) of the value of the Call for tender onto a special deposit account (which does not generate interest for the Buyer or the Seller) with a bank chosen by Ethical Trade Place®, within four (4) working days following its notification by email and according to the instructions given by Ethical Trade Place®, otherwise its Call for tender may be cancelled.

If the transaction is successful, the Buyer and the Seller shall jointly inform Ethical Trade Place® of the conditions thereof.

Ethical Trade Place® shall send the Seller an invoice payable upon receipt of the amount of the commission owed to Ethical Trade Place®, with VAT.  This amount shall be 15% (minimum commission of €100) of the total amount of the Call for tender.  The commission, shared equally between the Seller and the Buyer, shall be deducted from the deposit paid by the Buyer.  The outstanding balance shall be transferred to the Seller’s account by the bank when instructed to do so by Ethical Trade Place®.

The total amount of the transaction is deemed to be the value of the Call for tender in the context of which the Buyer and the Seller were brought together.

In the event that negotiations fail and the transaction cannot be carried out, the Buyer and the Seller undertake to inform Ethical Trade Place® by mail or email.  In this case, Ethical Trade Place® shall instruct the bank to return the deposit to the Buyer, less a commission of 7.5% of the sum of the initial Call for tender.

Any remuneration paid to Ethical Trade Place® shall be irrevocably forfeited.

In the event of non-payment of the sum owed by the Seller or the Buyer to Ethical Trade Place® by the due date, the Seller or the Buyer shall owe Ethical Trade Place® the late payment interest, without any further formality or warning letter from Ethical Trade Place®, calculated starting from the first day of delay at the rate of one and a half times the legal rate applied to the sum in question, pursuant to law no. 92-1442 of December 31^st 1992.

 

Article 5  - Term of contract, invoicing, remuneration, and special electronic debits

 

1. The membership contract is entered into for a duration of one year, renewable by tacit agreement, except in the event of termination by the parties notified at least one month before the end of the term.  By registering with Ethical Trade Place® the member owes membership fees as per Ethical Trade Place®’s tariff in force.
2. Membership fees are payable yearly.  They are owed independently of use.  Services and access to Ethical Trade Place® may be restricted if the member pays its membership fees late.
3. The member expressly agrees to receive the invoices and related information by email as a PDF file, for the original creation of the invoice, and to provide Ethical Trade Place® with a current and active email address.
   Upon request, Ethical Trade Place® shall print the invoice, which shall be sent by fax or mail.  Additional postage costs shall be invoiced.

 

If, during registration or the duration of its membership, the member has given Ethical Trade Place® the right to or the information required to carry out the payment of Ethical Trade Place® user fees by direct debit, credit card, or by debit note, Ethical Trade Place® therefore has the right to save this data or pass it on to the departments responsible for managing invoices, insofar as the rules on the protection of personal data are respected and guarantees are provided.  The right to direct debit is valid pursuant to the acceptance conditions, until revocation, for all current and future user fees for Ethical Trade Place®.  The member undertakes to always inform Ethical Trade Place® of its current bank details.  If regular direct debits cannot be carried out because they are blocked or because the account does not contain sufficient funds, the member undertakes to pay Ethical Trade Place® the original fee, as well as any possible additional fees and the payment institutions’ fees, in addition to late payment interest charges calculated starting from the first day of delay at the rate of one and a half times the legal rate applied to the sum in question, pursuant to law no. 92-1442 of December 31^st 1992.

 

Article 6  - Internal regulations of the marketplace

 

Ethical Trade Place® reserves the right to approve, refuse or revoke any user’s membership, at any time, if such member does not comply with the terms of this contract.

Ethical Trade Place® shall be free to refuse the publication of any content that appears not to comply with the marketplace’s code of ethics or reputation, which may harm the dignity of other persons, their honour, incite violence, or vindicate crime, racism, or any other form of segregation, or any other illegal content.

 

1. Seller/Creator Users:

1.1. The Seller guarantees that, on the day of the publication of its offers and throughout the duration of this publication, it has the right, authority and standing to sell or negotiate partnerships for the goods and services concerned by its publications,

- no complaint has been made or is about to be made for a violation of any other right of a third party,

- no deposit or registration or acceptance of any public organisation is required to authorise the performance and the completion of this contract

- the information that it has published does not infringe the rights of any third party, particularly intellectual property rights.  It indemnifies and holds Ethical Trade Place® harmless against any claim or disruption that Ethical Trade Place® could suffer by its own doing, and undertakes to bear the financial consequences alone and to compensate Ethical Trade Place® for any harm suffered.

1.2. The Seller shall prepare the description of the Goods that it wishes to sell in accordance with the instructions provided by the Site.  Starting prices are given excluding VAT and in the currency of the Seller’s choice.

1.3. Transportation, handling and customs costs, and more generally any costs related to the sale of the Goods shall be borne by the Buyer.

1.4. Any Call for tender implies a responsibility to negotiate the sale of the Goods in question with any Buyer presented by Ethical Trade Place®.

1.5. Payment shall be made by bank transfer.

 

2. Buyer Users:

2.1. The Buyer guarantees that, on the date it expresses its intention to buy to Ethical Trade Place®, it really intends to and is prepared and capable of buying the Goods and Services concerned by its publications.  The Buyer guarantees that it has the necessary financial resources to pay for the Offer it is making if it has undertaken to buy the Goods concerned at the price given in its Offer.

2.2. The Buyer accepts that Ethical Trade Place®, acting pursuant to this agreement, shall publish or use the information provided by the Buyer, and that Ethical Trade Place® shall not be held liable for the truth or accuracy of the presentations, products, reports and/or information provided, and can rely on them.  Ethical Trade Place® shall publish the Buyer’s offers and shall have the right to pass them on to its listed suppliers, publish them in its newsletters and electronic or paper-based publications, without the Buyer’s prior authorisation, unless the latter has expressly asked for restrictions for all or part of these promotional operations.

2.3. The Buyer undertakes not to hinder the Site’s proper operation.

Any Buyer or Seller is responsible for the use of the Service made on its account.  Ethical Trade Place® may close the account of any User committing one of the acts listed below (non exhaustive list):

- Misleading Ethical Trade Place® or other Users by usurping the name or corporate name of other persons,

- Providing any false, unreliable, or incorrect information,

- Downloading, displaying, or passing on by email, or any other means, any content containing, in particular, but not limited to, computer viruses or any other code, file, or programme designed to interrupt, destroy, or limit the operation of any software, computer, or telecommunications tool,

- Hampering or disturbing the Service, the servers, or the networks connected to the Service, or refusing to comply with the required terms and conditions, procedures, general rules, or regulatory provisions applicable to the networks connected to the Service,

- Violating, either intentionally or unintentionally, any national or international law or regulation in force as well as any legal instrument or any other rules with the force of law.

2.4. The Buyer shall inform Ethical Trade Place® of its Offer in accordance with the instructions given on the Site.

2.5. Every Offer binds the Buyer to negotiate with the Seller for the purchase of the Goods in question. The Buyer may withdraw its Offer as long as it has not been selected by a Seller.

2.6. Ethical Trade Place® reserves the right to ask the Buyer for confirmation by the bank of the availability of funds if the amount of the Offer exceeds €10,000.

Article 7  - Checks by Ethical Trade Place®

 

Ethical Trade Place® can check any information provided by the Users before its publication, and, if need be, refuse, withdraw, or delete any information.  Ethical Trade Place® has the right to terminate all or part of the access rights corresponding to an account and password, or to delete any account and password. 

Article 8  - Freedom of Information – Protection of personal data

 

Upon registration, members are informed by Ethical Trade Place®, which is responsible for processing, of the compulsory or optional nature of answers to be given, of their purpose, of possible consequences for them of not answering, of who will process the data, and of their right to access, modify or oppose, for valid reasons, the processing of their personal data except if this processing is required by law (decision no. 2005-276 of November 17^th 2005) and, if need be, if the transfer of personal data is envisaged to a non European Union member state.

1. By virtue of their registration on the marketplace, Users authorise Ethical Trade Place® to use the relevant IT procedures, such as passwords, "cookies", and various types of programmes to enable their authentication.

Pursuant to the regulations on IT, files, and freedom of information, marketplace Users have the right to access, amend, rectify, or delete the nominative information that concerns them, by connecting to their private interface and updating their profile. The Ethical Trade Place® site is regularly declared to the CNIL. It is not intended to receive confidential information from you.  Consequently, and with the exception of the personal data mentioned above, any information, in any form whatsoever – be it documents, data, graphics, questions, suggestions, concepts, remarks, or other – provided by the Users on the site shall not be considered as confidential.  Consequently, its mere transmission gives Ethical Trade Place® the right to use, reproduce, distribute, and amend it, or pass it on.

2. Explicit acknowledgement of the Rights of Ethical Trade Place® by the User

The Users expressly acknowledge that Ethical Trade Place® has the right:
- if they are a free visitor, to limit access to Users that pay a membership fee;

- if they have taken out a subscription, to make the information on their profile available to other members, from their publications on the marketplace;

And in any case;

- to send them commercial information relating to other Users and/or partners on the marketplace;

- to publish their information published on the marketplace on the marketplace network or on private marketplaces;

- the Users authorise the transfer of their personal data to a non European Union member state;

- to provide their contact details to Users whose profile they have accessed;

- that they have been given the option, when their personal data was collected, to refuse the use of their data for commercial purposes.

In the case of the collection of data through a form, the right to oppose it or the prior consent must be expressed through a simple method such as the use of a tick box.

 

 

Article 9  - Responsibilities of Ethical Trade Place®

 

1. The Site gives access to information, photos, video films, etc., that are provided by any Buyer or Seller, or any third party.  Ethical Trade Place® does not guarantee the accuracy, relevance or interest of this content.  Ethical Trade Place® offers no guarantees and shall not be held liable for any information or analyses provided on the Site as they are provided for information only.
2. Ethical Trade Place® shall in no way be held liable in the event that all or part of the content provided by any Buyer or Seller, or third party infringes any intellectual property right, or other third party’s right, or any applicable regulation.
3. Ethical Trade Place® cannot guarantee a number of bidders to the Seller.
4. Ethical Trade Place® is an intermediary and brings together Sellers and Buyers.  Ethical Trade Place® is therefore in no way responsible for the completion, realisation, or termination of the relationship between any Seller and Buyer, nor for the quality of the products.
5. Ethical Trade Place® shall not be held liable for any financial, commercial, or technical damage suffered by any Seller or Buyer, such as the loss of productivity, lost profits, lost turnover, lost orders, lost data, or any other financial loss.
6. Ethical Trade Place® shall in no event be held liable with regard to the Buyer for the non delivery of the acquired Goods, a failure to deliver, or any other damage to the Goods bought during transit or sale.
7. The financial conditions of the sale are agreed freely between the Seller and the Buyer, and Ethical Trade Place® shall in no event be held liable for any failure to pay by the Buyer.

Article 10  - Protection – Security

 

1. Users shall keep the connection code for their personal publication and management space private.
2. They shall promptly change this confidential access code if they should come to suspect its use by an unauthorised user.  In such a case, they shall promptlcoy inform Ethical Trade Place®, providing any information in their possession that may make it possible to identify the guilty parties.
3. The member is responsible for any improper use of its password, unless it can prove that this improper use is due to a fault in Ethical Trade Place®’s area of risk.  Ethical Trade Place® shall block access if the member tries to gain access to the platform three times with a false password.
   If necessary, Users may have to acquire the necessary protective equipment to access and navigate on the marketplace in a secure manner, in particular in terms of anti-virus protection to avoid spreading such programmes if they should be infected or receiving them in the event that they communicate with Users with infected material.  The purchase of this equipment or protection is entirely at their cost.
4. Using the service, security, and risks related to using internet
   Ethical Trade Place® shall not be held liable for the technological limits of Internet: technical performance, response time, risks of interruption, and the inherent risks of any data transfer.
   Ethical Trade Place® endeavours to make the Site and its content accessible 24 hours/day and 7 days/week.
5. However, the Service is provided "as is", it is accessible depending on its availability and Ethical Trade Place® shall not be held liable for any malfunction on its Site or any direct or indirect consequences related to any possible malfunctions.  The methods of maintenance operations, tests, and updates are freely chosen and carried out by Ethical Trade Place® at any time, whatever procedures and means used for this purpose.
6. It is the Buyer or Seller’s responsibility to take the necessary measures to protect its own data and/or software stored on its computer equipment.
   All equipment, communication or other costs necessary to use the Site shall be paid for by the Users.

 

Article 11 - Intellectual property rights linked to the software platform

 

The User acknowledges that Ethical Trade Place® is the sole owner or beneficiary of the rights, titles, and interest of all the intellectual property that concerns: (a) all computer, textual, graphical, audio, and audiovisual content on the platform and the affiliated platforms, and the promotional material; (b) all the underlying programming and coding of the marketplace, and; (c) any amendments to the above or any derivative work that may be created.

The Ethical Trade Place® database is protected by the laws in force, and particularly by articles L 112-3 and L 341-1 et seq. of the Intellectual Property Code.  The Users undertake to respect these intellectual property rights.  Ethical Trade Place® forbids any extraction, by permanent or temporary transfer, of all or a substantial part, qualitatively or quantitatively, of the content of the database to another medium, by any means, or in any form whatsoever.

Ethical Trade Place® prohibits any reuse, through the distribution to the public, of all or a substantial part, qualitatively or quantitatively of the database’s content, in any form whatsoever.

Ethical Trade Place® prohibits the extraction or the repeated and systematic reuse of the content of the Ethical Trade Place® database when these operations manifestly go beyond the database’s normal terms and conditions of use.

 

Article 12  - Applicable law

 

These General Terms and Conditions of Use shall be governed by French law.  In the event of a dispute relating to the application of these terms and conditions, the Paris courts shall have jurisdiction.