Designers Direct-

Updated March 30, 2026

THESE TERMS & CONDITIONS OF USE (THIS “AGREEMENT”) SET FORTH THE CONDITIONS THAT GOVERN YOUR ACCESS TO, SALE THROUGH, AND OTHERWISE THE GENERAL USE OF THE DESIGNERS DIRECT VENDOR PORTAL AND MARKETPLACE (COLLECTIVELY REFERRED TO AS THE “DD MARKETPLACE”) THROUGH A PARTICULAR ACCOUNT, OR IF APPLICABLE, SEVERAL ACCOUNTS, AND IS A BINDING AGREEMENT BETWEEN YOU AND THE BUSINESS YOU REPRESENT ("YOU") AND JOSELIA SAS - TRADING UNDER THE NAME "DESIGNERS DIRECT" (HEREINAFTER REFERRED TO AS “DD”). BY REGISTERING FOR OR USING THE DD MARKETPLACE, YOU (ON BEHALF OF THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

As used in this Agreement, "We," "Us," and "DD" means the French legal entity, Joselia SAS, the duly appointed licensee and operator of the DD Marketplace, and trading under the name "Designers Direct.” "You" and the “Designer" means the designer business engaged in the creation and production of fashion merchandise (the “Products”) which has been invited by us to join the DD Marketplace and which you as an individual is employed by and represents.

Article 1 - Scope of Agreement

To register and enrol, You mush complete the registration process for joining the DD Marketplace by providing Us with the complete legal name of Your business, corporate registration number, tax registration number(s) in your country of establishment and/or destination countries as applicable, primary place of business address, phone number, e-mail address, bank details, as well as any other information We may request. In the event of any changes and/or amendments in respect of this information, you are required to update this information as soon as possible in the Vendor Portal.

Once duly enrolled You will be given access and integration into the sales and logistics infrastructure of the DD Marketplace through our vendor interface (the "Vendor Portal”) which enables you to upload images, descriptions, and data about your brand and Products. Through our Vendor Portal You will also be enabled to engage directly with consumer customers worldwide (the “Customers"), and to connect with DD's international logistical infrastructure and service providers to facilitate order processing and fulfilment, including international shipment, customs clearance, handling of applicable import taxes and returns.

The relationship between the parties is also subject to the Privacy & Cookies Policies, which govern the handling of any personal data You provide to Us, and the DD Company Guidelines, which set out in detail how to operate on the DD Marketplace, including shipping and product preparation. Both are available on the Vendor Portal and incorporated herein by reference.

Article 2 - Sale of Products

2.1. Ownership, title and risk transfer: You retain full ownership of the Products offered for sale on the DD Marketplace. Title and risk of loss to the Products passes directly from the Designer to the Customer upon completion of the sale through the Marketplace and delivery in accordance with the order fulfilment procedures outlined in this Agreement and in the DD Company Guidelines.

The Designer acknowledges and agrees that all commercial sale transactions for the purchase of Products occur directly between the Designer and the Customer, with DD acting as a sales agent facilitating such transactions. DD shall not be considered a party to these transactions, except where applicable law requires otherwise. In accordance with Article 11 and the other terms of this Agreement, the Designer will therefore be responsible for any applicable sales tax (VAT/GST/JCT) and other tax obligations in the destination country or countries, not DD.

2.2. Customer Terms of Sale: The Designer acknowledges that Customers must accept the Terms & Conditions of Use presented to them on the Marketplace when purchasing Products there. By accepting an order for sale through the DD Marketplace, the Designer therefore agrees to sell and deliver the Products to Customers subject to those Terms & Conditions of Use.

2.3. Prompt shipment: Products offered through the Marketplace must be shipped within two (2) business days from (i) the date the order was accepted by the Designer for Products listed with "Standard delivery time”, or (ii) the expiration date of the “Production time” period listed for the Product in the Vendor Portal. It is also important to maintain accurate inventory records, as instances of “sold-out” rejected orders could be reflected in seller feedback rating. If a Product the Designer is offering will not be available for immediate shipping upon order despite what is stated in the Product description, the Designer is advised to either cancel the order or alert the Customer, and initiate the refund process as necessary.

Article 3 - Total Retail Price

3.1. Total Retail Price: Upon the sale of a Product, DD will collect the total amount paid by the Customer (the “Total Retail Price”) for DDP (Delivered Duty Paid - Incoterms 2020) delivery of the Products; unless only DAP (Delivered At Place - Incoterms 2020) delivery is recommended for the relevant country of destination.

This amount includes:

The Product price
Payment gateway fees (such as Stripe), and similar surcharges and fees imposed on payments made under this Agreement
Shipping costs which may include return shipping for cancellations
Insurance fees
Any applicable sales taxes (VAT/GST), duties, tariffs, customs clearance fees, and required sales tax registration fees
DD’s referral fee in accordance with Article 4.

3.2. Price Representation: The Designer agrees that the "Price" listed for its Products in the Vendor Portal is inclusive of any applicable sales taxes (VAT/GST), duties, tariffs, excise tax, or other taxes that may need to be remitted in connection with the sale, unless otherwise agreed with DD separately in writing. While DD will provide guidance to the Designer on calculating DDP (Delivered Duty Paid) prices, the responsibility to ensure accurate pricing in the Vendor Portal rests solely with the Designer. This includes covering all applicable expenses for each order.

Article 4 - Earnings, Fees and Payment Terms

4.1. Earnings and Payments: Information related to earnings for sales made on the Marketplace will, subject to Article 4.4, be credited to the Designer’s bank account provided on the Vendor Portal after the expiration of the buyer’s 28-day return right following delivery to the Customer.

4.2. Referral Fee: The Designer agrees to pay DD a referral fee equal to ten percent (10%) of the Total Retail Price for each Product sold through the Marketplace.

4.3. Responsibility for Shipping and delivery Costs: The Designer is also responsible for all expenses incurred by DD in facilitating the sales transaction and delivery of the Product, including all expenses related to shipping (including potential return-shipment), insurance, customs clearance, duties, tariffs, applicable sales taxes and related fees, as well as any payment gateway fees and similar charges. These costs and fees will be deducted from the Total Retail Price before remitting payment to the Designer in accordance with Article 4.3. DD may also chose to invoice the Designer directly for such costs and fees.

You expressly acknowledge and agree that you are also responsible for covering the foregoing listed expenses in the event of Customer cancellations. DD will, however, not charge its 10% referral fee in the event of a Customer cancellation.

DD is entitled to invoice the Designer separately for all such costs and fees, which the Designer shall promptly pay. Failure to make timely payment may result in the suspension of the Designer’s access to the DD Marketplace in accordance with Article 13.2 (a). DD, through the DD Logistics Provider, shall endeavour to make commercially reasonable efforts to recover sales taxes, import duties, tariffs, similar taxes and charges paid for cancelled orders which were subject to international shipments with DDP delivery in accordance with Article 5.9. The Designer assumes all risk related to the actual recuperation of such amounts; including the risk of non-recovery, and acknowledges that such risks are inherent in international trade, cross-border logistics, and dealings with foreign tax and customs authorities.

4.4. Deductions and Payment: DD will deduct the referral fee, shipping costs, insurance fees, payment gateway fees, duties, taxes, and any other applicable expenses directly from the Total Retail Price before remitting the remaining balance to the Designer. Earnings for sales made on the Marketplace will be credited to the Designer’s designated bank account as provided in the Vendor Portal after the Customer's 28-day return window has expired. After all applicable deductions, DD will remit the remaining balance to the Designer within thirty (30) days following the successful delivery of the Product to the Customer.

4.5. Proceeds and Offset: DD reserves the right to retain the proceeds from the sale of a Product to offset any claims We, the payment gateway provider and/or the DD Logistics Provider may have on the Designer, including those referred to in Article 4.3 or refunds related to any Products sold by the Designer through the Marketplace previously. If there are outstanding amounts, DD may also chose to invoice the Designer directly.

4.6. Currency Considerations: Unless otherwise specified, all monetary amounts referenced in this Agreement shall be expressed in Euros. Payments made by Customers for Products sold through the Marketplace may be processed in various currencies as determined by DD. DD shall not be responsible towards the Designer for any currency conversion fees, exchange rate fluctuations, or related losses incurred in connection with such payments or their settlement. The Designer agrees to provide DD with accurate and up-to-date banking information for remittance purposes. Designers are responsible for ensuring that they maintain a bank account capable of receiving payments in Euros. If a Designer chooses to nominate an account in another currency, they acknowledge and agree that any associated conversion costs or conversion losses shall be borne solely by the Designer.

Article 5 - Logistics and Shipping

5.1. Sale and Fulfilment Responsibilities: Upon accepting an order through the Vendor Portal, the Designer assumes responsibility for fulfilling the order in accordance with the Order & Shipment Process of the DD Company Guidelines and the terms of this Agreement. This includes:

promptly starting the communication process with the logistics provider in accordance with Article 5.3 or 5.4 (as applicable); adhering to their instructions and providing them with all information and documentation requested to ensure timely shipment in accordance with Article 2.3, as well as ensuring compliance with all applicable labelling requirements in the destination country,

(iii) ensuring that Your Product is packed in a manner that upholds its exclusive image, as well as the prestige of DD and Your own brand, while also providing adequate protection against damage and deterioration during shipment and storage,

(iv) complete the order-specific Customer Invoice generated through the Vendor Portal to the extent required by the logistics provider, and, where applicable, enclose it with the package containing the Product to be shipped,

(v) uploading the tracking data for delivery into the Vendor Panel as soon as it is provided to you by the logistics provider in order to enable the Customer to track the shipment, and

(vi) making the Product available for pickup at the time and address specified in the shipping instructions you submit to the relevant logistics provider.

You also agree to clearly identify yourself as the seller of the Product and as the legal entity to which a Customer may return the Product and raise any complaints and/or requests they may have. You further expressly agree to exclusively communicate with the Customers through the communication facilities in the Vendor Portal to provide information relating to orders, shipments and fulfilment, and not via separate emails.

5.2. DD Logistics Provider: DD has appointed one or more logistics providers (“DD Logistics Provider”) to manage and coordinate all shipments of Products sold through the DD Marketplace,including international transport, customs clearence, import/export formalities, and handling of applicable VAT and duties (except for domestic shipments within the United States, where a separate provider may be designated). The Designer agrees to use the DD Logistics Provider for all orders generated through the DD Marketplace unless the Designer has obtained DD’s prior written approval to use its own logistics infrastructure. The Designer shall not arrange independent shipping, modify shipping terms (including Incoterms such as DDP or DAP), or use alternative carriers for Marketplace orders without DD’s prior written consent. This requirement is necessary to ensure consistent customs declarations, regulatory compliance, and proper allocation of import VAT and customs duties, including where DD acts as Importer or Exporter of Record. The Designer further agrees to provide accurate Commercial Invoices, product descriptions, HS codes, values, and origin information, and not to alter shipping or customs documentation without DD’s prior written approval. Any deviation from the approved logistics process may result in compliance risks, additional taxes, duties, or unrecoverable VAT, for which the Designer may be held responsible.

5.3. Authorization and Logistics Compliance: Unless otherwise agreed in writing, You hereby expressly authorize DD or the DD Logistics Provider, where applicable, to act on Your behalf as:

(i) Exporter and/or Importer of Record;
(ii) indirect customs representative; and
(iii) authorized agent for customs clearance, import/export formalities, and related tax filings in connection with International Logistics generated through the DD Marketplace.

This authorization includes the right to prepare, submit, amend, and sign customs declarations and related documentation, handle import VAT and customs duties, and take all actions reasonably required to ensure compliant import, export, and delivery of the Products. Where DD or the DD Logistics Provider has paid import VAT, customs duties, or similar charges, You further authorize DD to file post-clearance adjustments, corrections, repayment claims, or refund applications with relevant customs or tax authorities, including in cases of returned goods, and to receive such refunds where legally permitted.

5.4. Information and Documentation: For all International Logistics orders, the Designer shall promptly provide DD or the DD Logistics Provider with complete and accurate information necessary for customs declarations and commercial invoices, including but not limited to customs value, HS classification, product description, country of origin, and shipment details. The Designer warrants that such information is accurate and compliant with applicable laws. Neither DD nor the DD Logistics Provider shall be responsible for delays, penalties, or clearance failures resulting from inaccurate, incomplete, or non-compliant information provided by the Designer.

5.5 Designer-Managed Logistics: If the Designer is expressly authorized in writing to manage its own logistics, the Designer shall be fully responsible for DDP delivery (unless otherwise agreed), including payment and handling of shipping costs, customs clearance, duties, VAT, registrations, and compliance with applicable import/export laws. If the Designer arranges international logistics without prior written approval from DD, the Designer shall indemnify DD for any resulting costs, liabilities, penalties, unrecoverable VAT or duties, or compliance failures. DD may withhold payments to offset such amounts until satisfactory proof of settlement is provided.

5.6. Returns, Re-Export and Tax Recovery: Where DD or the DD Logistics Provider has acted as Importer of Record and import VAT, customs duties, or similar charges have been paid, the Designer agrees to fully cooperate in the event of a return, refusal, failed delivery, or cancellation. The Designer shall promptly provide any documentation reasonably required to support post-clearance corrections, re-export procedures, duty drawback, repayment claims, or VAT refund applications, including confirmation of return, proof of re-shipment, product identification, and value confirmation. The Designer acknowledges that DD may, where legally permitted, amend customs declarations and apply for repayment or refund of import VAT and duties in connection with returned goods. The Designer shall not take any action that would prejudice or invalidate DD’s ability to obtain such refunds. If refund eligibility is lost due to inaccurate information, non-compliance, or unauthorized logistics arrangements by the Designer, the Designer shall be responsible for any resulting unrecoverable VAT, duties, or penalties.

5.7 Shipping Terms and Tax Allocation: DD shall determine, at its discretion, the applicable Incoterms (including DDP or DAP) for International Logistics orders, taking into account regulatory, tax, and operational considerations. The Designer shall not modify or represent different shipping terms to customers without DD’s prior written approval. Where DD determines that shipment shall occur on a DDP basis, DD or its appointed logistics provider may act as Importer of Record and handle applicable customs duties and import VAT in accordance with applicable laws. Where shipment occurs on a DAP or other basis, the allocation of import taxes and duties shall follow the selected Incoterm. Nothing in this Agreement shall be construed as automatically creating a fiscal establishment, permanent establishment, or VAT registration obligation for DD in any jurisdiction unless expressly required by applicable law.

5.8. Customer Returns and Refunds: The Designer will accept and process cancellations, returns and other adjustments through the Vendor Portal as further detailed and explained in the DD Company Guidelines.

5.9. International Returns and Recovery of VAT and Duties: With further reference to Article 4.3 above, where DD or the DD Logistics Provider has acted as Importer of Record in respect of an international shipment, DD may initiate post-clearance adjustments, repayment claims, or refund applications in connection with returned, refused, or cancelled DDP orders. The Designer shall fully cooperate in such recovery processes and shall promptly provide any documentation or information reasonably required to support customs or tax refund applications. DD and/or the DD Logistics Provider shall manage communications with the relevant customs and tax authorities in relation to such claims. The Designer acknowledges that the recovery of import VAT, duties, tariffs, or similar charges is subject to applicable law and the discretion of the relevant authorities. As set out in Article 4.3, the Designer assumes all risks associated with the non-recovery, partial recovery, or delay in recovery of such amounts. Any amounts that cannot be reclaimed due to inaccurate, incomplete, or delayed information provided by the Designer shall remain the Designer’s responsibility.

5.10. Shipping Fee and Escrow Mechanism for Low-Value Orders: For orders with a total value below three hundred euros (€300), DD will charge the customer a fixed shipping fee of thirty euros (€30) (the “Shipping Fee”). The Shipping Fee will be held by DD in an escrow account and may be used, at DD’s discretion, to support shipping and logistics costs, particularly for international orders involving multiple Designers where individual order values are insufficient to cover such costs. At DD’s discretion, funds may also be used to support individual shipments below €300 where necessary. DD may further allocate funds to subsidise or enable free shipping on higher-value orders (above €300), including orders involving multiple Designers. DD will use reasonable efforts to allocate these funds; however, such contributions are not guaranteed. The escrow fund is maintained as a shared reserve to mitigate potential losses arising from low-value orders, and any unused amounts may be retained by DD for future use.

Article 6 - Designer’s Responsibilities

You further represent and warrant that any information provided or made available to us is accurate and complete, and that you will promptly update such information as necessary to ensure it at all times remains accurate and complete.

6.1. Product Listing and Rating: You represent and warrant that you have valid legal title to all of your Products and all necessary rights to distribute and sell your Products on the Marketplace. You further agree to upload accurate and complete information about Your Products in the Vendor Portal, ensuring each Product You list for sale through the Marketplace complies with the specific requirements detailed in the DD Company Guidelines. This includes, but is not limited to, providing high-quality images, accurate descriptions, correct pricing, and up-to-date availability. The Designer must promptly update this information as necessary to ensure its ongoing accuracy. You further undertake to ensure that all of your listed Products are of high quality, free of defects, of merchantable condition and match the descriptions provided. The Designer expressly acknowledges and accepts that the Marketplace incorporates mechanisms that allow Customers to rate both Your Products and Your overall performance as a seller. These ratings and any associated feedback will be publicly available on the Marketplace, and the Designer agrees to this transparency as part of their participation in the Marketplace.

6.2. Compliance with Laws: The Designer guarantees that all Products (including packaging) comply with all applicable laws, regulations, and safety standards in the countries where they are sold. This includes adherence to all marking and labelling requirements. The Designer also affirms that the Products do not contain any sexually explicit, defamatory, or obscene materials, and do not infringe upon any third party’s copyright, trademark, design, database, or other rights. The Designer agrees to be fully accountable for any non-conformity or defect in the Products. With further reference to Article 11, the Designer shall indemnify DD and will bear sole responsibility for any refund, adjustment, or replacement that DD is obliged to provide in relation to safety concerns, intellectual property infringement, or non-compliance with laws related to any Products.

6.3. Ethical Standards: As a reputable company committed to offering high-quality Products, DD expects all Designers to operate ethically. The Designer hereby confirms their obligation to maintain a working environment that protects the health, safety, and fundamental rights of their employees throughout the Term of this Agreement. The Designer agrees to comply with all applicable employment laws and regulations, paying particular attention to:

(i) Minimum working age (no child labor)

(ii) The right to freely choose employment (not produced, manufactured, assembled, or packaged using forced or prison labour)

(iii) Health and safety

(iv) Freedom of association and collective bargaining

(v) Absence of discrimination

(vi) Absence of harsh or inhumane treatment

(vii) Working hours

(viii) Compensation

(ix) Employment contract conditions

DD will not knowingly permit a Designer to offer Products on the Marketplace if the Designer violate these principles. Furthermore, the Designer is expected to apply these standards to their own suppliers.

6.4. Inventory Management: The Designer is responsible for maintaining sufficient stock levels to fulfil orders in accordance with the delivery-timeframes they have indicated for the Product in the Vendor Portal. They must promptly update the delivery information for the Product in the the Vendor Portal and notify DD in the event of any stock shortages or delays in production.

6.5. No Endangered Species: The sale of Products containing elements from endangered species is prohibited on the Marketplace. Additionally, all exotic leather products available must have CITES certification and will not be listed unless validated in accordance with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) and the International Union for Conservation of Nature (IUCN).

Article 7 - Customer Service

7.1 Limited DD Customer Service Role: DD’s obligations regarding customer service are limited to facilitating communication between the Designer and the Customer through the DD Marketplace and otherwise to communicate the relevant contact details of the DD Logistics Provider on the DD Marketplace for customer service requests relating to shipment and delivery. Any inquiries or requests received by DD relating to the Designer’s Products will be forwarded to the Designer using the contact information provided in the Vendor Portal. The Designer must ensure that all contact information provided to DD is accurate and up to date, enabling the Customers and/or DD to promptly communicate with the appropriate person within the Designer’s organisation in respect to any Product related customer service requests.

7.2 Designer’s Customer Service Responsibilities: The Designer is solely responsible for handling all customer service issues for its Products, including, but not limited to exchange or adjustments of the products, packaging, handling and pick-up for shipment or returns. All communications with Customers must be managed through the DD Marketplace, and the Designer agrees not to communicate with Customers separately in a manner that contradicts the terms of this Agreement. The Designer will determine whether a Customer is entitled to a refund, adjustment, or replacement of a Product, and is responsible for all costs associated with any such Product refund, adjustment, replacement or return. In cases where the Designer believes a refund request is due to misuse by the Customer, the Designer must provide DD with photographic evidence and justifications demonstrating the same.

7.3 Consistency with DD Company Policies: The Designer agrees that all its Customer communications and policies concerning fulfilment, shipping, and returns must be fully aligned with the DD Company Guidelines and the Privacy & Cookies Policies.

Article 8 - Intellectual Property Rights

8.1. DD Intellectual Property: All right, title, and interest in and to intellectual property rights made available to the Designer by DD under and in relation to this Agreement, including, but not limited to the Confidential Information as defined in Article 10.1 below, shall remain with DD or its licensors. Nothing in this Agreement is intended to grant any rights to DD’s or its licensor’s intellectual property rights in any patents, copyrights, trademarks, or trade secrets. If any intellectual property rights consists of computer software disclosed in object code form, the Designer shall not, and shall not permit any other party, to reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof. In the event the Designer conceives, designs and/or develops an enhancement, modification, variation and/or derivative work that is derived or based, in whole or in part, on the disclosed Confidential Information of DD or its licensor, DD hereby agrees that any copyrightable subject matter associated with such enhancement, modification, variation or derivative work is and shall be considered as the intellectual property of DD or its licensor, as applicable.

8.2. License for marketing and Press Release Purposes: The Designer acknowledges that it is in both parties’ interest that DD promotes the Marketplace and that Customers can purchase the Designer’s Products there. You therefore hereby grant DD a royalty-free, non-exclusive, worldwide, right and license during the Term of this Agreement to use, reproduce, display, distribute, transmit, adapt and publish the Designer's images, produuct photographs, brand name, trademarks, logos and related content uploaded or otherwise made available by the Designer to the DD Marketplace (the “Content"), for the purpose of operating, promoting and marketing the DD Marketplace and the Designer’s Products there. This license includes the right for DD to use the Content within the DD Marketplace in promotional, editorial and marketing materials across all media and communication channels, including but not limited to DD’s websites, mobile applications, newsletters, digital advertising, social media platforms (such as Instagram, TikTok, Xiaohongshu and similar platforms), online publications, brochures, press materials and other promitional promotional communications. For the purposes of presentation, display and formatting within such media, DD may resize, crop, reformat, or adjust the layout of the Content as reasonably necessary, provided that such technical adjustments do not materially alter the Content or distort the Designer’s trademarks (which shall remain proportionally consistent).

DD will endeavour to to comply with Your reasonable removal requests as to specific uses of the Content from future marketing materials where reasonably practicable. DD may also reference the Designer and the availability of the Designer’s Products on the Marketplace in press releases, public announcements and marketing and online campaigns promoting the Marketplace.

The Designer acknowledges that the promotion of the Products and this license shall remain in effect until the effective termination of this Agreement.

For the avoidance of doubt, nothing in this Agreement transfers ownership of the Designer’s intellectual property to DD. The Designer and its licensors retain all rights, title and interest in and to the Designer’s trademarks, images, brand name, logos and other related intellectual property.

ARTICLE 9 - Colour Scan & Colour Matching Disclaimer

9.1. Colour Scan Technology: The Designer acknowledges that while DD’s Colour Scan and Matching Technology within the Marketplace can provide accurate colour code matching, certain variations may occur due to factors beyond DD’s control, such as device settings, lighting conditions, or other external factors. Consequently, the DD Colour Code Scan and Matching Technology is provided “as is” without any warranty of any kind.

9.2. Lighting and Accuracy: Changes in lighting conditions can significantly affect the accuracy of the colour code recorded by any device. The Designer is advised to perform colour scans under controlled lighting conditions, such as a D65 light booth, which simulates average natural daylight at midday in Northern Europe; commonly used for colour evaluation. Using this method can improve the precision of the colour scan results.

9.3. Recommendations for Accuracy: DD recommends that Designers conduct additional tests, verify results, and consult with professionals when precise colour matching is of utmost importance. Designers are also encouraged to use specialised colour scanning devices, such as those produced by Nix Sensor (https://www.nixsensor.com/) or Datacolor (https://www.datacolor.com/), for enhanced colour accuracy.

9.4. Display of Product Colours: The Designer acknowledges that the images of the Products displayed on the Marketplace are for illustrative purposes only. Although DD strives to display colours accurately, DD cannot guarantee that the images provided will precisely reflect the true colour and matching of the Products.

Article 10 - Confidentiality and Personal Data

10.1 Confidentiality Obligations: The Designer acknowledges that it will receive confidential information and trade secrets (the “Confidential Information”) from DD during the Term of this Agreement. The Confidential Information shall be deemed to include the contents of this Agreement and all information received by the Designer or made available to it in connection with this Agreement and the DD Marketplace (including, but not limited to information related to business ideas and concepts, production of materials, software development and design, business or software architecture, software not yet known to the public, clients or prospective clients, internal communications, presentations, videos, events, or meetings, or any other research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, formulas, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, analyses and other derivatives thereof), except anything designated in writing as non-confidential. The Designer agrees to maintain the secrecy of the Confidential Information and agrees neither to use it (except for the purposes permitted herein) nor to disclose it to any third party or to any of its employees who do not have a need to know it in order to perform their obligations under this Agreement, and to take all reasonable precautions to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care.

Confidential Information shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the Designer, or is rightfully acquired from a third party who is not in breach of an agreement to keep such information confidential.

10.2 Customer Personal Data: DD acts as an independent controller of any Customer personal data collected via the Marketplace, as necessary for operating, providing, and improving the Marketplace. The Designer is also a controller of Customer personal data that is strictly necessary for fulfilling orders. The Designer must not use this data in any manner inconsistent with this Agreement, the DD Company Guidelines nor the Privacy & Cookies Policies, and otherwise ensure compliance with applicable data privacy laws and regulations. The Designer is responsible for maintaining the confidentiality of customer personal data at all times.

10.3 Data Privacy Compliance: All treatment of Customer data shall be conducted in compliance with applicable data privacy laws and regulations and the Privacy & Cookies Policies. The Designer agrees not to misuse Customer data for direct mailing or communications and must adhere to all requirements set forth in both the DD Company Guidelines and the Privacy & Cookies Policies regarding the handling of Customer data. This includes ensuring that any data stored or processed is adequately protected and used only for the intended purposes of fulfilling orders and enhancing Customer experience.

Article 11 - Indemnification

11.1. Designer’s Indemnification Obligations: The Designer agrees to defend, indemnify, and hold harmless DD, along with its officers, directors, employees, and agents, from any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to:

a. The Designer’s non-compliance with applicable laws;

b. Infringement of a third party’s intellectual property rights;

c. The Designer’s Products, including the offer, sale, inaccurate fulfilment (except when caused by DD or the DD Logistics Provider), refund, cancellation, return, recall or adjustments thereof, and any personal injury, death, or property damage related to these Products, to the extent not caused by DD;

d. Any documentation, information and/or personal data which the Designer provides to DD and/or the DD Logistics Provider, which is untrue, inaccurate, modified, out of date, incomplete, or otherwise incorrect;

c. The Designer’s taxes and duties, including the collection, payment, or failure to collect or pay such taxes or duties, or any failure to meet tax registration obligations;

d. Any sales, use, value-added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or customs duties and similar assessments (including penalties, fines, or interest) imposed by any government or taxing authority in connection with the shipment of the Designer’s Products to Customer; or

e. Any actual or alleged breach of the representations made by the Designer under these terms.

11.2. Indemnification Process: If any indemnifyable Claim could adversely affect DD, DD may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at its own expense. Neither party may consent to the entry of any judgment or settle any indemnifyable Claim without the prior written consent of the other party, which shall not be unreasonably withheld. However, a party may settle any claim that is exclusively directed at and solely affects that party.

Article 12 - Limitation of Warranty and Liability

12.1 Exclusion of Warranty: DD does not warrant that the operation of the Marketplace and/or the Vendor Portal will be uninterrupted, error-free, or that it will meet the Designer’s or Customer’s specific needs. Any third-party Application Programming Interface (“API”) connected software incorporated into the Marketplace and the Vendor Portal is provided “as is,” without any warranty from DD. Only the warranty, if any, provided by the manufacturer shall apply. No implied statutory warranty of merchantability or fitness for a particular purpose shall apply.

12.2 Limitation of Liability: The parties hereto shall only be liable for damages resulting from wilful misconduct or gross negligence. In cases of regular negligence, liability is limited to:
(a) injury to life, body, or health; or
(b) direct, foreseeable, typically occurring damages arising from the breach of a fundamental contractual obligation. DD’s maximum liability for such direct damages caused by negligence or breach shall be limited to the price of the product to which the claims relate. In no event shall DD’s total and over all liability towards the Designer for any claims arising from this Agreement exceed the total referral fees paid by the Designer to DD during the twelve (12) months preceding the claim.

12.3 Exclusion of Indirect and Special Damages: In no event, whether arising from breach of contract, breach of warranty, tort (including negligence), strict liability, or otherwise, shall DD or its suppliers be liable for any special, consequential, incidental, exemplary, or punitive damages, including but not limited to loss of profit or revenue, loss of use of the Marketplace and/or Vendor Portal, cost of capital, cost of substitute products, facilities, services, replacement power, or downtime costs, even if DD has been advised of the possibility of such damages.

Article 13 - Term, Moderation, Suspension & Termination

13.1. Term: The term of this Agreement will start on the date of Your completed registration on the Vendor Portal and continue until terminated by You or DD as provided below (the “Term”of this Agreement).

13.2. Content Moderation and Suspension of Services: DD reserves the right to modify, obfuscate, delete, or otherwise moderate any content provided by the Designer if in the opinion of DD the content violates this Agreement, the DD Company Guidelines and/or applicable laws and regulations to ensure compliance and to maintain a high-quality marketplace experience for its Customers. Additionally, DD may suspend the Designer’s access to the Vendor Portal, the Marketplace and related services immediately under the following circumstances:

(a) If the Designer in the opinion of DD has materially breached this Agreement and fails to remedy such breach within seven (7) days following receipt of a cure notice, unless such breach exposes DD to third-party liability, in which case DD may shorten or waive the cure period;

(b) If the Designer in the opinion of DD has repeatedly infringed upon this Agreement;

(d) If there in the opinion of DD is evidence of illicit or inappropriate content, concerns regarding the safety of the Products, counterfeiting, fraud, malware, spam, data breaches, other cybersecurity risks, or if the Products are deemed unsuitable for DD's Customers.

Any suspension will remain in effect until the Designer provides satisfactory evidence that the cause of the suspension has been rectified, and necessary changes have been implemented.

DD will promptly notify the Designer of any such content moderation or suspension via the email address provided to DD by the Designer in the Vendor Portal, providing the reason(s), except where legal or regulatory obligations prevent DD from disclosing the specific circumstances or reasons for the suspension, or in cases of repeated violations of this Agreement.

13.3. Termination: You may at any time terminate your use of the DD Marketplace and this Agreement without cause upon thirty (30) days prior written notice via registered mail to Us. We may terminate Your use of the DD Marketplace or terminate this Agreement upon thirty (30) days prior written notice: (a) if We stop or restrict the provision of any Services in relation to Your country or (b) if You have violated this Agreement; including the DD Company Guidelines or the Privacy & Cookies Policies (c) in compliance with the applicable rules of civil law on the termination of a contract as this Agreement, entered into for an indefinite period. We may terminate Your use of the DD Marketplace and this Agreement immediately: (a) to exercise a right of termination under an imperative reason pursuant to national law which is in compliance with applicable law; (b) where You have repeatedly infringed this Agreement; or (c) if We are subject to a legal or regulatory obligation which requires Us to terminate the provision of the services in a manner which does not allow Us to respect the notice period.

13.4. Effect of Termination: Upon termination, all rights and obligations under this Agreement will cease, except for any obligations related to Confidentiality and the fulfilment of any orders or claims in relation to Products sold before the date of effective termination.

Article 14 - Taxes

The Designer agrees to comply with all applicable tax, import duty, tariff and other transaction-based laws and regulations throughout the Term of this Agreement.

As between the parties, the Designer is responsible for the collection, reporting, and payment of any and all taxes and duties related to the sale of Products., except if DD through the DD Logistics Provider explicitly agrees to collect, report and pay taxes, duties or other transaction-based charges on behalf of the Designer on a case-by-case basis.

The fees and payments payable by the Designer to DD under this Agreement are exclusive of any applicable taxes. If there are any additional taxes, such as sales tax (VAT/TVA/GST) and similar, are imposed on these fees, the Designer will be responsible for paying those taxes in addition to the fees and payments upon receiving the corresponding invoice from DD.

The Designer agrees to accept electronic invoices from DD in a format and delivery method determined by DD.

Article 15 - Compliance with Law and Ethical Business Practices

The Designer agrees to comply with all applicable laws and regulations and to carry out its responsibilities under this Agreement in an ethical manner and in compliance with the DD Company Guidelines, and shall not, directly or indirectly pay, offer or authorise payment of anything of value (whether in the form of compensation, gift, contribution or otherwise, to any person, DD representative, Customer, government official or organisation) contrary to any applicable anti-bribery laws, and shall at all times conduct itself in a way to ensure compliance with any applicable export control and money laundering prevention laws and regulations.

You further represent and warrant that You are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

Article 16 - Miscellaneous Provisions

16.1. Governing Law: This Agreement will be governed by and construed in accordance with the laws of France.

16.2. Dispute Resolution and Class Action waiver: Any disputes arising under this Agreement will be resolved through the Courts of Paris, France. By using the DD Marketplace, You expressly agree that any claims or disputes arising out of or relating to this Agreement, our Privacy & Cookies Policies, the DD Company Guidelines, Your use of the DD Marketplace, or any transactions conducted through the DD Marketplace must be brought on an individual basis. To the fullest extent permitted by law, You expressly waive any right to bring or participate in any class action, class arbitration, or other representative proceeding against DD, its affiliates, officers, directors, employees, agents, or service providers. All disputes shall be resolved individually through the competent courts, and no claim may be consolidated or joined with the claims of any other party. This Class Action Waiver does not prevent You from bringing an individual action in small claims court if Your claim qualifies or from seeking injunctive relief where permitted by law. However, You may not seek or be entitled to any relief that would affect other Designers or users of the DD Marketplace.

16.3. Password Security: Any password We provide to You may be used only during the Term of this Agreement to access Your own account in the Vendor Portal (or other tools We provide) to use the DD Marketplace, upload data, electronically accept orders and review Your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose Your password to any third party (other than third parties authorised by You to use Your account or the Vendor Portal in accordance with this Agreement) and are solely responsible for any use of or action taken under Your password. If your password is compromised, You must immediately change your password.

16.4. Entire Agreement: This Agreement, together with the Privacy & Cookies Policies and DD Company Guidelines as made available to the Designer via links on the Vendor Portal, represents the entire agreement between the parties with respect to the DD Marketplace and related to the subject matter described herein, and supersedes any previous or contemporaneous oral or written agreements and understandings. In the event of conflicting terms, the terms of this Agreement shall prevail.

16.5. Force Majeure: DD and the DD Logistics Provider shall not be liable for any failure or delay to perform any of our obligations under this Agreement arising out of or caused by forces beyond our reasonable control, including but not limited to strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

16.6. Amendments: The Designer acknowledges that DD can unilaterally amended and adjust this Agreement with a fifteen (15) days prior written notice via email sent to the email address provided by You in the Vendor Panel on the date of notification. However, We may change or modify this Agreement at any time with immediate effect: (a) if We are subject to a legal or regulatory obligation which requires Us to change the Agreement in a manner which does not allow Us to respect the notice period; or (b) to address any unforeseen and imminent danger related to defending the Marketplace and the related services, the Customers or You from fraud, malware, spam, data breaches or other cybersecurity risks. We will also notify You via email to the email account provided by You in the Vendor Portal on the date of notification about any such immediate change or modification. Your continued use of the Marketplace after the effective date of any change to this Agreement in accordance with this Article 16.6 will constitute Your acceptance of that change. If any change is unacceptable to You, You agree not to use the DD Marketplace and to end this Agreement as described herein.

16.7. Validity and Interpretation: The nullity of any provision of this Agreement shall not affect the validity of the remaining provisions in their entirety. In the event of the nullity of a clause of this Agreement, the parties shall endeavour, to renegotiate and/or hereby instructs the judge of competent jurisdiction to adjust the article to correspond to an economically equivalent clause. The authentic language of this Agreement and subsidiary or associated documentation is English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail.

16.8. No waiver: The failure by either party to enforce any of its rights under this Agreement shall not be construed as a waiver of such right.

16.9. Independent Parties: The parties acknowledge and agree that they are entering into this Agreement as independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the parties. Except as otherwise expressly stated herein, a party shall act solely as an independent entity and shall have no authority to bind or act on behalf of the other party in any manner. Each party shall be responsible for its own obligations, liabilities, and expenses incurred in connection with this Agreement.