Through this Website, you will have the possibility of selling your design and receive money for it, without worrying about the manufacturing and the sale to final consumers, because we will take care of this.
You will not have to worry about product returns or customer claims in relation with the designs manufactured, because we will assume any obligation or responsibility regarding this issues.
In any case, we hereby recommend you to read carefully the present Terms and Conditions.
1. IDENTIFICATION OF THE HOLDER AND GENERAL INFORMATION
These Terms and Conditions govern the access to and use of the web site nofirm.net (hereinafter, the Web Site), held by FUNCTIONAL BUSINESSES, S.L. (hereinafter, FUNCTIONAL BUSINESSES), with Spanish Tax I.D. B-76241454 and corporate address in Calle Alfredo Calderón 24, 1º, 35006, Las Palmas de Gran Canarias (Spain), and registered with the Commercial Register of Las Palmas de Gran Canarias in Volume 2131, Sheet 185, Book 0, Page GC-50728, Section 8, Entry 1ª.
Through its Web Site, FUNCTIONAL BUSINESSES offers the professional fashion designers (hereafter "Designers") the possibility of selling their designs, which FUNCTIONAL BUSINESSES will manufacture and sell to final consumers.
By visiting or using the services in the Web Site, the Designer accepts these Terms and Conditions.
If you have any doubt, you can contact FUNCTIONAL BUSINESSES though the e-mail address email@example.com or firstname.lastname@example.org.
2. USE OF THE WEB SITE
Designers undertake to make a lawful, diligent, honest and correct use of any information or content they may have access to through the Web Site, subject to the principles of good faith and with due consideration at all times to applicable law and the present Terms and Conditions.
Designers shall refrain from using this Web Site for unlawful purposes or purposes related to crimes or illegal activities of any type.
It is expressly forbidden to send, use or reuse any illegal, offensive, abusive, indecent, slanderous, obscene or threatening materials of any kind, or materials which may entail an infringement of intellectual property rights, registered trademarks, confidentiality rights or any other rights of FUNCTIONAL BUSINESSES or third parties.
It is also forbidden to duplicate, copy, distribute, transform or modify the information and the content stored on the Web Site, unless the Designer has the authorization of the holder of the relevant rights.
Likewise, the Designer undertakes not to cause malicious or intentional damage, which may alter or diminish the value of the Web Site, and not to introduce or disseminate computer viruses which may lead to non-authorized alterations of the contents or systems which form the Web Site.
3. DESIGNERS ACCOUNT
In order to sell designs through the Web Site, the Designer will need to register by filling in the registration form available on the Web Site.
The Designer shall be responsible for keeping the confidentiality of the data and information provided and for limiting the access to his or her computer and access keys in order to prevent any non-authorized uses.
If the Designer has reasons to believe that his or her data have been made available to a third party, or that they have been or may be used without his or her authorization, the Designer must inform FUNCTIONAL BUSINESSES immediately.
The Designer shall verify that his or her data are correct and inform FUNCTIONAL BUSINESSES in case of a variation and/or amendment in the information provided during the purchasing process.
4. TERMS OF SALE
FUNCTIONAL BUSINESSES offers Designers the possibility of selling their designs through FUNCTIONAL BUSINESSES nofirm brand and Web Site, which will manufacture and sell the referred designs through the Web Site, and pay the Designers a fee for each design. For this, it will be need to meet the following conditions:
a) Previous phase.
In order to proceed with the manufacturing and sale of the designs through the Web Site, it will be necessary to previously carrying out the following steps:
1.- Designers shall register in the Web Site and send a design created by them, by following the instructions given in the Web Site.
2.- FUNCTIONAL BUSINESSES may accept or deny the design proposed. In this sense, FUNCTIONAL BUSINESSES reserves the right to reject any design, if it does not accomplish the quality or conditions required, if it is illegal or violates the intellectual property rights of third parties, if it is not realistic or for any other cause.
3.- Once the design is accepted, FUNCTIONAL BUSINESSES will set, based on each specific manufacturer capability and availability or at its discretion, a maximum price for a minimum number of orders, and a minimum of price for a maximum number of orders.
4.- If the Designer agrees with the terms of sale, the design will be published in the Web Site, and a maximum of thirty (30) calendar day period is set to let consumers order or pre-order the referred design.
It will be necessary that each design have a minimum of pre-orders in order to be manufactured. Therefore, if the design does not reach the minimum of pre-orders required, it will not be manufactured and FUNCTIONAL BUSINESSES will not have the obligation to pay any amount to Designer. In this case, FUNCTIONAL BUSINESSES is committed to not using the Designer`s design for any purpose.
5. - The Designer cannot cancel her/his account when there is a pending purchase in the Web Site. In particular, the Designer will not be allowed to cancel her/his account from the moment in which the design is published in the Web Site until the design has been manufactured by FUNCTIONAL BUSINESSES and sold to the consumers.
6.- If the Designer cancels her/his account when there is a pending purchase of her/his design, FUNCTIONAL BUSINESSES reserves the right to claim a compensation to the Designer.
7.- In case the Designer wants to cancel her/his account once the designs had been sold to the consumers, the Designer shall notify the cancellation of her/his account to FUNCTIONAL BUSINESSES through an email addressed to email@example.com and within at maximum period of 15 calendar days before the cancellation of the Designer’s account.
b) Sales phase
The sales phase will begin once the design of the Designer is published on the Web Site. In this moment, both FUNCTIONAL BUSINESSES and the Designer shall fulfill the following obligations:
1.- Once FUNCTIONAL BUSINESSES notifies the Designer the final acceptance of the design, the Designer shall provide FUNCTIONAL BUSINESSES the prototype, patterns and fill out No Firm’s Tech Pack for making the corresponding garments, according to established design.
2.- FUNCTIONAL BUSINESSES will proceed to manufacture the design based on the referred pattern, and to sell it to consumers through the Web Site. Also, FUNCTIONAL BUSINESSES will have the obligation to pay the stipulated amount to de Designer, according to the price and terms of payment agreed.
5. PRICE AND MEANS OF PAYMENT
FUNCTIONAL BUSINESSES is committed to pay the Designer the price for the manufacturing and exploitation of the design, according to the price or percentage and terms of payment previously set on the Web Site.
Please take into account that the corresponding withholdings will be discount from the total amount to be paid to Designer, when applicable.
The payment obligation will arise in the sales phase. This is to say, payment will be subject to the quantity of orders made by consumers, so that the payment will be made provided that the preset minimum of orders is reached. The payment will be made when a design goes into production.
6. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
6.1. Transfer of intellectual property rights of Designers designs
The Designer agrees to assign and transmit to FUNCTIONAL BUSINESSES, once his/her design has the minimum of orders to be produced, the full or partial reproduction rights of the designs created by the Designer, in universal terms and for the maximum term in force currently and in the future under Spanish law.
In particular, the Designer assign the following rights: (i) full or partial reproduction rights, by any means and in any form; (ii) designs Transformation and adaptation rights; (iii) Distribution and public communication rights, in any form allowed under law; and (iv) Ancillary or derivative exploitation rights;
With respect to the foregoing, the Designer expressly declares to hold intellectual and/or industrial property rights of the designs proposed to FUNCTIONAL BUSINESSES, and that does not violate the intellectual or industrial property rights or any other right of third parties. The Designer will assume any responsibility in this respect and shall keep FUNCTIONAL BUSINESSES indemnified against any third parties claim resulting from the infringement of their intellectual or industrial property rights.
Also, with the acceptance of this Terms and Conditions, Designer authorizes FUNCTIONAL BUSINESSES the publication through the Website and social networks of the designs, and the use of Designer’s name and trademarks, by giving a worldwide, non-exclusive and free license to use and make available to consumers of the Web Site and Social Networking of FUNCTIONAL BUSINESSES.
6.2. Intellectual and industrial property of the Web Site
Any intellectual and industrial property rights in the Web Site and its content, as well as the designs of third designers different than the Designer, shall remain the exclusive property of FUNCTIONAL BUSINESSES or third parties authorized by FUNCTIONAL BUSINESSES to use them on the Web Site, and FUNCTIONAL BUSINESSES or such third parties shall retain exclusive exploitation rights in connection therewith.
FUNCTIONAL BUSINESSES hereby informs that this is not a license or express or implicit authorization to use the intellectual and/or industrial rights or any other related right or property which may be directly or indirectly related with the contents included in the Web Site.
In particular, under the provisions of Spanish Royal Legislative Decree 1/1996, of 12 April, approving the Consolidated Text of Intellectual Property Act, and Trademark Act 17/2001, of 7 December, as well as other complementary legislation on intellectual and industrial property, any public reproduction, transmission, adaptation, translation, distribution or communication, including the placing at the disposal of or any other form of commercial exploitation and/or amendment of all or part of the content and designs of the Website, is forbidden without the prior express authorization of FUNCTIONAL BUSINESSES.
Any use of the content and designs not previously authorized by FUNCTIONAL BUSINESSES shall be considered a serious infringement of intellectual or industrial property rights and shall be prosecuted under the law. The reproduction in whole or in part of any of the contents of the Web Site, even through a hyperlink, without the express written consent of FUNCTIONAL BUSINESSES, is strictly prohibited. The non-authorized use of said contents shall give rise to the liabilities established by law.
7. RESPONSIBILITIES AND GUARANTEES
7.1. In relation with the designs and the terms of sales
FUNCTIONAL BUSINESSES does not guarantee Designers that the preset minimum of consumer pre-orders will be reached, and therefore, does not guarantee the manufacturing and sale of their designs until this minimum is reached.
Once the sale phase has started, FUNCTIONAL BUSINESSES will assume any obligation or responsibility for product returns that may occur or for any claim made by consumers, in relation with the designs manufactured.
However, FUNCTIONAL BUSINESSES not be liable to any third party claims for possible violations of theirs intellectual or industrial property rights, which shall bear exclusive responsibility of the Designer.
7.2. In relation with the Web Site
FUNCTIONAL BUSINESSES declares that it has adopted all measures necessary, within the possibilities offered by the current state of technology, to enable the correct functioning of its Website and the absence of viruses and other harmful components. However, without limitation, FUNCTIONAL BUSINESSES may not be held responsible for any of the following:
The lack of availability, maintenance and effective functioning of the Website and/or its services or content.
The presence of viruses or malicious or harmful programs on the Website.
Any incidences or damages which may derive from the lack of due diligence by the Designer or from the inadequate use of the Website, including any infringement of the intellectual and/or industrial property rights of FUNCTIONAL BUSINESSES or third parties.
Instances of force majeure, this term being understood as the failure, suspension or interruption of the services or the use of the Website as a consequence of energy restrictions, the failure of communications or the Internet, third party actions or omissions or any other causes or circumstances beyond the control of FUNCTIONAL BUSINESSES which may prevent a normal use of the Website.
The Hyperlinks included in the Web Site and, in particular, the content, information or services that may appear in those. Said information or services shall be deemed to have been offered by FUNCTIONAL BUSINESSES for mere information purposes, which entails no relation, acceptance or support thereof by FUNCTIONAL BUSINESSES or the persons or entities which own said content or are the holders of the sites in which it appears.
8. OPINIONS, COMMENTS AND OTHER CONTENT
The Designers may upload their comments and opinions to Web Site in relation with the designs that they have created or in relation with other designs, provided always that said comments and opinions shall be free from expressions which may be deemed to be inappropriate or offensive.
In particular, it is forbidden to upload comments or opinions which may be deemed unlawful, obscene, abusive, threatening, slanderous or which may impinge upon the privacy of third parties, infringe third-party intellectual property rights or be otherwise considered reprehensible or slanderous for third parties, as well as materials containing computer viruses, political propaganda, advertising content, chain emails, mass mailing or any other type of spam.
The Designer recognizes that he/she has been informed that FUNCTIONAL BUSINESSES may withdraw from its Website any content published by the Designer which, at the sole discretion of FUNCTIONAL BUSINESSES, may infringe the rights of FUNCTIONAL BUSINESSES or any third parties or these Terms and Conditions, all without prejudice to any legal actions which may be filed against the Designer by reason of said infringements.
FUNCTIONAL BUSINESSES reserves the right to update, amend or eliminate the information from this Web Site or to amend unilaterally the present Terms and Conditions and inform the User thereof. Any amendments in said terms and conditions shall enter into force at the time of publication thereof on this Web Site.
11. APPLICABLE LAW AND JURISDICTION
The present General Terms and Conditions are subject to Spanish law. In case any dispute may arise regarding the present Terms and Conditions, the parties will be subject to the Courts and Tribunals of the city of Las Palmas de Gran Canarias (Spain).