Terms and Conditions
CUSTOMER TERMS & CONDITIONS
XCHARISMA TERMS & CONDITIONS
Before using our web store please read carefully these terms and condition (“Terms”), which constitute a legally binding agreement between you, designer and X Charisma. X Charisma marketplace platform is run by Pre Production OÜ a limited liability company, incorporated under the laws of Estonia, registry code 14041340, address Koidu 122, Tallinn, 10139, Estonia (“Pre-o-Porter”, “us”, “we”). X Charisma provides a marketplace type of platform for designers to provide custom manufacture of various apparel.
I. YOUR REPRESENTATIONS AND OBLIGATIONS
By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Website.
You may not use the Website for any illegal or unauthorized purpose nor may you, in the use of the Website, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature throughout the Website.
A breach or violation of any of the Terms will result in an immediate termination of your right to use the Website and our services.
II. THIRD PARTY APPAREL
You hereby acknowledge that X Charisma is as a platform offering custom manufacturing services of apparel. When ordering products X Charisma merely acts as an agent between you and the designer and will not be responsible for the performance of duty of designer, including, but not limited to, the quality of the apparel and timeliness of delivery.
III. CONCLUSION OF AGREEMENT
To place a purchase order upon finding the desired item you must choose the model, size and other specifications and click “Add to Cart” following the instructions thereafter. Upon submitting the order and delivery information required you will be directed to the payment centre. The order has been placed once you have entered the required information and paid the requested fee in full. We will confirm the order by sending the electronic receipt to the e-mail address you have provided.
1. Prices of the products provided in our platform, shown in Euros, are indicated beside relevant products. All prices are inclusive of VAT. Delivery fee will be added additionally to the price and will be presented to you once you fill out the details regarding delivery location.
2. If ordered goods cannot be manufactured or delivered X Charisma will inform you of the fact and return any paid sums immediately.
3. Please note that depending of your location; the delivered products may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. If necessary, please contact your local customs office for further information before placing your order.
1. You acknowledge that certain products may be provided in campaigns, whereby the apparel will be manufactured only if a sufficient number has been ordered in a time frame set out by the third party seller. In such case, if the sufficient number is not reached, the apparel will not be manufactured. You may cancel your order at any time until the end of campaign by following the instruction in your order menu or sending us an e-mail at email@example.com.
1. Delivery length and fees are dependent on the destination and method of delivery. The fee and estimated delivery length will be presented in the checkout menu after choosing the delivery destination and method.
2. The designer will make every effort to deliver your order within estimated timescale. However, delays are occasionally inevitable due to unforeseen factors or events outside their control for example, material or production shortages, travel or transportation disruption, import delays, software or technical failures or higher than anticipated demand.
VII. NO RIGHT OF WITHDRAWAL
PLEASE NOTE THAT ALL PRODUCTS OFFERED ON THE WEBSITE ARE CUSTOM MADE AND MANUFACTURED ACCORDING TO THE SPECIFICATIONS SET OUT BY YOU. THUS, ONCE THE MANUFACTURING PROCESS OF THE ORDERED PRODUCT HAS STARTED YOU DO NOT HAVE THE RIGHT TO RETURN THE PRODUCT WITHIN 14-DAYS PERIOD.
VIII. DEFECTIVE PRODUCT
1. If the product has a defect that existed already at the moment of delivery of the product, or does not conform to the colour, size or other specifications as described in the product info or established by you in the order, please contact directly the designer. If you cannot reach the designer, please contact us at firstname.lastname@example.org.
2. If the product purchased is defective or does not correspond to the specifications agreed, the designer will repair or replace the product. If the product cannot be repaired or replaced, the purchase fee and postal charges will be returned.
3. Please bear in mind that you must inform designer of any detected shortage no later than in 15 days of discovering the shortage. The designer will remain liable for the shortages described in this section for maximum of two years from delivering you the product.
4. Please note that the designer is not responsible for shortages, which have appeared due to wrong usage of the product or if the product has physically worn off due to normal usage or if you have not notified us of the defect within the aforementioned timeframe.
IX. LIMITATION OF LIABILITY
1. X Charisma services and the Website are provided on an “as is” basis and, other than expressly set out in these Terms, without warranties of any kind.
2. Although we are striving to provide you as quality services as possible, we do not warrant that our Website will be error-free and uninterrupted. We assume no liability for non-operability or impaired accessibility to the Website due to, but without limitation to, technical difficulties or dependence on the services of the third parties.
3. Unless explicitly stated otherwise, to the maximum extent permitted by applicable law X Charisma and our directors, employees, partners and agents, are not liable for any direct, indirect, incidental, special or consequential damages, including but not limited to, any loss arising from ordering products from designers via the Website and/or damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with your use of Website.
You agree to defend, indemnify and hold harmless X Charisma and our employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of (i) your use and access of the Website, by you or any person using your account and password; (ii) a breach of the Terms, or (iii) content posted on the Website or in the course of providing services.
XI. LINKS TO OTHER WEB SITES
The Website may contain links to third-party web sites or services that are not owned or controlled by X Charisma. X Charisma has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services.
We reserve the right, at our sole discretion, to modify or replace any of the Terms at any time. If a revision is material we will provide at least 14 days notice on the Website prior to any new terms taking effect. By continuing to access or use the Website after those revisions become effective, you agree to be bound by the revised Terms.
If any of the provisions of the Terms proves to be void or voidable, or is or becomes invalid in full or in part for any other reason, the remaining provisions of the Terms will continue to apply in full. X Charisma will replace the invalid stipulation by a stipulation that is valid and whose legal consequences, in view of the substance and purpose of the Terms, correspond as much as possible to those of the invalid stipulation.
XIV. GOVERNING LAW
The Terms shall be governed and construed in accordance with the laws of Republic of Estonia, without regard to any choice of laws or conflicts of law provisions. You agree that any lawsuit arising from or related to the Website shall be brought exclusively to courts located in Tallinn, Estonia and you consent to the exclusive jurisdiction of such courts.
1. In case of any questions or if you wish to submit a complaint, please contact us at email@example.com.
2. If you are an EU citizen and have a complaint unrelated to the quality or delivery of your ordered product, you may also submit a complaint via the EU online dispute resolution platform, which can be accessed here. Information on the proceedings can be also found on the same page.
DESIGNER TERMS & CONDITIONS
General Terms and Conditions of Design Licensing
These General Terms and Conditions of Design Licensing (“Terms”) between the designer (“you”) and Pre Production OÜ, registry code 14041340, address Koidu tn 122-64, 10139 Tallinn, Estonia (“we”, “us”, ”our”) govern the rights and obligations in relation to the licensing of your designs to us and the provision of the Platform and Services (as defined below) from such time as you register and set up an account with us.
It is important that you read and understand the Terms before using the Platform and/or Services. By using and accessing the Platform and/or Services, you agree to these Terms. If you do not agree to these Terms, please do not use the Platform and/or Services.
1. THE PLATFORM
1.1. We operate a platform at xcharisma.com (the "Platform") that allows you to provide apparel designed by you (“Designs”) through the X Charisma marketplace platform.
2. OFFERING THE DESIGNS THROUGH THE PLATFORM
2.1. In order to use the Platform, you must register and set up an account on the Platform with a user ID and password ("Account").
2.2. You must provide your legal full name and a valid e-mail address and any other information requested by us in order to complete the signup process and use the Platform.
2.3. You are responsible for maintaining the confidentiality of your login details and any activities that occur under your Account. If you have any concerns that your Account may have been misused, you should contact us immediately.
2.4. In order to offer Designs through the Platform, we must approve of your Account after the creation thereof. We have full discretion in deciding whether to approve of your Account and grant you access to the Platform.
2.5. After you have created the Account, you may upload the information about your Designs and apply for the license of your design to us to make the Designs available for pre-order by the customers. All the information uploaded about the Designs is subject to our review and we have full discretion whether to accept the license to your design and make the Designs available for pre-order by the customers.
3. TERMS OF LICENSE GRANTED TO US
3.1. By creating the Account and uploading your Designs and granting the license to us, you acknowledge that you are a professional designer offering custom designs.
3.2. You shall grant us an exclusive, world-wide, transferable, sub-licensable, unconditional license to use, exploit and exercise your Designs for the whole period of the pre-order campaign as stipulated in Individual Terms in any manner now known or in the future discovered.
3.3. You shall have the right to display the Designs on your own homepage and in your social media channels but you shall not offer the Designs through any other platform for any commercial purposes.
3.4. If the products made based on your Designs (“Products”) are sold successfully during the pre-order campaign, we may propose to you to extend the license granted to us and adding the Products to the “Buy Now” category to be sold as ready-made products on the Platform or other platforms provided by us. We reserve full discretion on deciding on the extension of the license and inclusion of the Products in the “Buy Now” category.3.2.2. infringe the rights of any third party, including but not limited to intellectual property rights and privacy rights;
3.5. You shall provide us a license to use your intellectual property rights, including the pictures of Designs and your brand name or your name in the scope necessary to operate the Platform and to advertise and market the Platform or the Designs and/or the Products.
3.6. You have no right to claim any additional fees for the use of your intellectual property by us and the fee for such usage shall be covered by the Licensing Fee.
3.7. You warrant that:
3.7.1. You are the sole owner of the intellectual property rights licensed to us under these Terms. If and to the extent you have incorporated third parties in the making, development and/or creation of Designs, you have full power and all the rights to give the licenses to us hereunder;
3.7.2. the Designs do not infringe any rights of a third party.
4. REQUIREMENTS FOR THE DESIGNS
4.1. When licensing the Designs to us, you must provide the name of the Design, the description of the Design and a short description of the brand / manufacturer. The description in the info must be accurate; the pictures accompanying must depict the actual product, be of high-quality and not create a deceptive sense of the apparel.
4.2. We may remove any Designs from our Platform and suspend your use of the Platform if:
4.2.1. the information or pictures are incorrect, vague, misleading or otherwise in breach of these Terms;
4.2.2. we suspect that the pictures provided breach third party copyrights or personal rights;
4.2.3. the Design copies the design of a third party product or might be otherwise in breach with third party copyrights, design rights, trademarks or other intellectual property rights;
4.2.4. we suspect that the Design has already been produced before it is licensed to us;
4.2.5. the Design or the information provided about the Design is otherwise in conflict with these Terms.
5. LICENSING FEE
5.1. You shall receive a licensing fee for the licensing of your Designs (“Licensing Fee”). The amount of the Licensing Fee is stipulated in the Individual Terms. The Licensing Fee shall be calculated from income from sales of the Products on the Platform or other marketplaces solicited by us from which the VAT, manufacturing costs (including costs for fabric, patterns or other necessary services), delivery costs and the fee to use the Platform is deducted.
5.2. We will calculate the Licensing Fee monthly and pay the Licensing Fee to you for the preceding month by the 20th date of the following month. We may not make the payment if the sum payable to you does not exceed EUR 10.
5.3. You understand and agree that you are responsible for paying any and all applicable taxes that may be due as a result of your use of the Platform and the licensing of your Designs and the payment of Licensing Fee to you.
6.1. We shall market the pre-order campaigns available on the Platform via social media and other means at our discretion. Please note that we shall have the discretion to decide which campaigns on which mediums to market and promote and you shall not have the right to demand us any marketing or promotion to your campaign.
6.2. You are free to promote the offering of your Designs on the Platform via any means available to you, including social media and your homepage. Please note that your marketing activities must be of high quality and not damage our reputation and goodwill. If your marketing activities do not adhere to these standards, we may request you to terminate the marketing activities and if you do not follow our request, we may terminate your use of the Platform. If you decide to invest in marketing activities, such costs shall be yours to bear. You acknowledge that the success of your Designs on the Platform is highly dependent on your marketing and promotion activities.
6.3. We may publish separate guidelines on the marketing and promotion activities and you hereby agree to adhere to any and all such guidelines, if and when established
6.4. If the Products are added to the “Buy Now” section and offered as ready-made products, You have the right to decide on the discount. You shall have the right to promote the Products via any means available to you, including social media and your homepage. If you decide to invest in marketing activities, such costs shall be yours to bear.
7. MANUFACTURING THE PRODUCTS
7.1. You hereby transfer the rights and obligations arising from the agreements concluded between you and the pattern designers, fabric providers, printing service providers, manufacturers and other service providers (“Providers”) to us to execute the design and manufacture the Products.
8. DELIVERY TO CUSTOMERS
8.1. We shall organize the delivery of the Products to the customers.
9. PRICING OF THE PRODUCTS
9.1. The price of the Product shall be calculated on the price stipulated in the agreements concluded with the Providers, the price for delivery to the customers, the Licensing Fee and the fee for the use of the Platform.
10. YOUR RIGHT TO USE THE SERVICES
10.1. As long as you comply with these Terms, we agree to grant you a royalty free, revocable, non-exclusive subscription right to access and use of the Platform in accordance with these Terms. You may not transfer or sub-license this right to use the Platform.
10.2. While using the Platform, you shall not:
10.2.1. violate any laws;
10.2.2. infringe the rights of any third party, including but not limited to intellectual property rights and privacy rights;
10.2.3. post, transmit or otherwise make available through or in connection with the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating or otherwise fail to respect the rights and dignity of others; (b) defamatory, libellous, fraudulent or otherwise tortious; or (c) obscene, indecent, pornographic or otherwise objectionable;
10.2.4. harvest or collect information about users of the Platform;
10.2.5. restrict or inhibit any other person from using the Platform;
10.2.6. reverse engineer, decompile or disassemble any portion of the Platform;
10.2.7. frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without our express prior written consent; or
10.2.8. interfere with or disrupt the Platform or the servers or networks used to make the Platform available; or violate any requirement, procedure or policy of such servers or networks.
10.2.9. circumvent, disable or otherwise interfere with any security related features of the Platform;
10.2.10. permit another person to use the Platform on your behalf;
10.2.11. use the Platform if we have suspended or banned you from using it;
10.2.12. advocate, promote or engage in any illegal or unlawful conduct or conduct that causes damage or injury to any person or property;
10.2.13. modify, interfere, intercept, disrupt or hack the Platform;
10.2.14. use any automated system, including without limitation “robots”, “spiders” or “offline readers”.
10.3. You agree that you have no rights in or to any portion of the Platform other than the right to use and access the Platform in accordance with these Terms.
10.4. All intellectual property rights in the Platform, its content and any related documentation existing anywhere in the world belong to us or our licensors (and are protected by copyright and/or trade secret laws and other international treaty provisions) and may not be copied, distributed, uploaded, republished, decompiled, disassembled or transmitted in any way without our prior written consent. You will not have any rights of ownership in the Platform, its content or any related documents other than the right to use it in accordance with these Terms.
10.5. You understand that we reserve the right to suspend or terminate your Account or your use of the Platform, if you violate these Terms.
11. DATA PROTECTION
11.1. Your privacy is important to us, please read our Privacy Notice to understand how we collect, use and share information about you. By using the Platform and/or the Services, you acknowledge that your personal data will be processed in accordance with our Privacy Notice
12.1. You may cancel your Account and terminate your use of the Platform at any time when there are no Designs being offered to the customers by letting us know via e-mail.
12.2. We have the right to suspend or terminate your Account and refuse any and all current or future use of the Platform for any reason at any time if we believe your use of the Platform is not in line with our guidelines, recommendations and these Terms. Such termination will result in the deactivation or deletion of your Account or your access to your Account and the forfeiture and relinquishment of your Account. We reserve the right to refuse providing access to the Platform to anyone for any reason at any time. We may also terminate your Account and your use of the Platform if there are complaints from the customers about the Products.
13.1. All provisions of these Terms which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14.1. We communicate with you in an electronic form via the e-mail address you have submitted, via social media of our choosing or through the Platform. You agree that all Terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper.
14.2. We only offer support via e-mail or through the Platform if available.
15. DISCLAIMER OF WARRANTIES
15.1. We provide the Platform on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Platform, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
15.2. We do not warrant that the Platform will meet your requirements; that the Platform will be uninterrupted, timely, secure, or error-free; that the information provided or obtained through the use of the Platform is accurate, reliable or correct; that any defects or errors will be corrected; that the Platform will be available at any particular time or location; or that the Platform is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of the Platform.
16. LIMITATION OF LIABILITY
16.1. You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:
16.1.1. your use or inability to use the Platform;
16.1.2. any modification, price change, suspension or discontinuance of the Platform;
16.1.3. the Platform generally or the software or systems that make the Platform available;
16.1.4. unauthorized access to or alterations of your transmissions or data;
16.1.5. statements or conduct of any third party on the Platform;
16.1.6. any other user interactions that you input or receive through your use of the Platform;
16.1.7. any other matter relating to the Platform.
16.2. Our liability is limited whether or not we have been informed of the possibility of such damages and even if a remedy set forth in these Terms is found to have failed its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control. However, our maximum liability is limited to the amount that is equal to the Commission paid to you during the one month preceding the event that resulted in our liability.
17. RELEASE AND INDEMNIFICATION
17.1. You indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Platform, including but not limited to your violation of these Terms, provided that we (1) promptly give you written notice of the claim, demand, suit or proceeding; (2) give you sole control of the defence and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and (3) provide to you all reasonable assistance, at your expense.
18. CHANGES TO THESE TERMS
18.1. We reserve the right, at our sole discretion, to amend these Terms at any time and will update these Terms in the event of any such amendments. We will notify you of material changes to these Terms, at least 30 days prior to the change taking effect by posting a notice on our website or the Platform. For non-material modifications, your continued use of the Platform constitutes agreement to our revisions of these Terms.
18.2. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part of it) with or without notice.
19.1. Except to the extent applicable law provides otherwise, these Terms and any access to or use of the Platform, is governed by the laws of Estonia.
19.2. Any disputes involving the parties will be resolved through negotiation. In the event that no agreement can be reached through negotiations, all disputes will be handled in compliance with the legislation of the Republic of Estonia. The Harju County Court Tallinn courthouse will resolve the dispute as a court of first instance.
19.4. If any part of these Terms is held invalid or unenforceable, the remaining portions will remain in full force and effect. Any failure on the part of us to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision.
19.5. In case of questions about the Terms, contact us at firstname.lastname@example.org.
These Individual Terms have been concluded between the designer (“you”) and Pre Production OÜ, registry code 14041340, address Koidu tn 122-64, 10139 Tallinn, Estonia (“we”, “us”, ”our”).
1. LICENSING FEE
1.1. You shall be entitled to receive licensing fee for the licensing of your Designs. The licensing fee shall be in the amount of % of the sales price, excluding VAT, of the Product.
1.2. We shall calculate the Licensing Fee monthly and pay the Licensing Fee to you for the preceding month by the 20th date of the following month. We may not make the payment if the sum payable to you does not exceed EUR 10.
1.3. Please note that if you are liable to pay VAT, you must provide us with your VAT number or taxpayer number or the equivalent. If you do not provide the VAT number, we assume you are not liable to pay VAT.
1.4. In matters not regulated herein, the General Terms and Conditions shall be applicable.