“SMARTFACTORE” WEBSITE REGULATIONS
These Regulations lay down rules and conditions for the use of the Website by Users and, in particular, Users' as well as the Service Provider's rights and obligations under an Agreement, and conditions for the provision of the Service by the Service Provider.
The Website constitutes a service supplied electronically within the meaning of the Act of 18 July 2002 on the supply of services by electronic means, supplied by the Service Provider for the User pursuant to the Agreement entered into by and between the User and Service Provider by way of the User's accepting these Regulations.
These Regulations shall form an integral part of the Agreement to be entered into with the User. The Agreement will not be entered into unless the User accepts these Regulations.
The Service Provider shall make the Regulations available Users through the Website prior to the conclusion of the Agreement in an ICT system, in a manner ensuring that Users can read, download, print and record the Regulations.
The User will not be able to register with the Website and log in to their Account unless the User accepts these Regulations.
The brands “CupSell”, “Smartfactore” and “Snapwear” as well as all interests and objects of intellectual property related thereto shall remain the Service Provider's property and Users shall not use the same unless the Service Provider give their approval.
Author's economic rights to the Website as a whole and to individual parts, graphic elements, text or musical elements thereof, and in particular to the “CupSell”, “Smartfactore” and “Snapwear” logos as well as the rights to the composition of such elements and their arrangement on webpages shall remain vested in the Service Provider.
The phrases used herein shall have the following definitions:
List of Articles – a list of Articles available on the Website from which the User can choose Articles and configure them with Printed Designs available by applying them to Articles so that they can be added to the User's Store as the User's product offering.
Price of Article – selling price of an Article (without a Printed Design), when sold to the User by the Service Provider. Prices of Articles shall be displayed adjacent to each such Item.
Price of Printed Design – price of the Service of Applying a Printed Design
Price of Shipping an Article – price of the service of shipping an Article.
Total Price – the price the User is required to pay to the Service Provider for the sale of an Article, provision of the service of applying a Printed Design and the provision of the Service of Shipping the Article. The Total Price comprises the Price of an Article, Price of a Printed Design and the Price of Shipping the Article. The Total Price shall be visible to the User when they are placing an Order.
User's Selling Price – the selling price of an Article in the User's Store.
Business days - days from Mondays to Fridays, with exception of statutory holidays and Saturdays.
Generator - a functionality made available to the User as part of the Website, enabling the User to select an Article, configure the Article and Printed Designs available to the User, and to place the Article in the User's Store as the User's offering.
User's Customer – an individual purchasing an Article in the User's Store.
Configuration of Article – an operation carried out by the User in the Generator, involving the application of a Printed Design to the Article selected.
Consumer - a natural person who enters into an agreement that is not directly related to their business or professional activity. Provisions relating to the Consumer set forth herein shall also apply to a natural person entering into a contract for the provision of the Services directly related to the person's business activity, if the contract indicates that, from the person's perspective, the contract is not of professional nature resulting, in particular, from from the person's category of business carried on, made available pursuant to provisions on the Central Business Activity Register and Information Record System.
Account – the User's individual profile created on the Website.
Margin – a monetary amount specified by the User that is added to the Price of an Article.
Printed Design – text-based material, graphics as well as combined text-based and graphics material that the User has at their disposal as the creator or based on authorization granted by an authorized person, and publishes on the Website for the purpose of Configuring an Article.
Selling Platform – an online site run by the User or other entities, used for selling products, used by the User to establish a User's Store.
Regulations – these Regulations.
Registration – creating an Account and providing the data identified in § 5, section 4, of the Regulations, allowing for using the Service.
Website – online website at www.smartfactore.eu, in respect of which the Service Provider is the owner and administrator.
User's Store – a website through which the User sells specific items included in the User's offering.
Article – a textile product included in the Service Provider's offering that the User can offer to User's Customers for sale in the User's Store.
Agreement - an electronic services agreement entered into for indefinite duration by and between the Service Provider and the User through the Website with contents as specified herein.
Contract of Sale of Article – a contract of sale of an Article entered into by and between the Service Provider and the User as a result of the User's placing an Order.
Service Provider – Cupsell sp. z o. o. having its registered in Warszawa, entered in the register of entrepreneurs of the National Court Register, maintained by the District Court for the Capital City of Warszawa, XIIth Commercial Division of the National Court Register under number 0000513284, identified by the assigned NIP tax ID number 7792422363, having a share capital of PLN 5.100.000,00.
User – a natural person being an entrepreneur or a legal person or an organizational unit with legal capacity being an entrepreneur which has registered with the Website, has an Account and is entitled to use the Service. The Website and the Services are not intended for use by Consumers, therefore a Consumer is not entitled to set up an Account.
Service – a service provided electronically by the Service Provider to the User consisting in enabling the User to use the Website, including creating an Account, adding Articles to the User's Store, configuring Articles, placing Orders, entering into Contracts of Sale of an Article and using the Service of Imprinting an Article and the Service of Shipping an Article.
Service of Imprinting an Article – a service provided by the Service Provider for the User, consisting in applying a Printed Design the rights to which are vested in the User.
Service of Shipping an Article – a service provided by the Service Provider for the User, consisting in shipping Articles to the User's Customer.
Order – an offer made in the Website to the Service Provider by the User, relating to the sale to the User of an Article identified by the User, the provision of the Service of Imprinting an Article and the Service of Shipping an Article.
Words used herein in the singular shall be deemed to include the plural and vice versa.
In order to use the Service it is necessary to operate a PC that has Internet access and runs a web browser (it is recommended that the browser used is up-to-date). The Website shall also support mobile devices (such as smartphones and tablets) that have Internet access and run the Android or iOS operating system, and a web browser (it is recommended that the most-up-to-date operating system and web browser are used).
The Service Provider may also make the Website available through access channels other than an online platform (such as a mobile application), this being accompanied by a statement of special requirements to be met in the case of use of such access channels. Current information on the access channels to the Website available to Users and requirements for the use of such channels shall be posted on Website from time to time.
In order to be able to create an Account on the Website the User needs to have an active mailbox (e-mail).
The use of the Service does not involve any special risks to the security of the User's ICT system other than common risks involved in accessing the Internet, particularly those caused by unlawful activities by third parties (such as viruses, spyware, security breaches with intention to unlawfully obtain personal data or other information). It is recommended to use, at all times, software protecting against the so-called malware, viruses and other online threats.
The Service Provider shall use appropriate security measures aimed at protecting personal data and other data provided by Users against unauthorized use, processing, access and modification. To this end, data transmitted through the Website shall be encrypted.
The Service Provider shall take steps to ensure continuous availability of the Website. However, the Service Provider periodically carries out maintenance of the ICT system of the Website as well as repair work, which can temporarily restrict or prevent Users' use of certain functionalities or the Website as a whole. The Service Provider shall make efforts to ensure that suspension (if any) of access to the Website occurs at night and lasts for as short a length of time as possible. The Service Provider shall communicate planned Website downtime in a message posted on the Website sufficiently in advance.
The Service Provider shall not be responsible for technical issues or limitations existing in the computer hardware, the ICT system and telecom infrastructure used by the User which prevent the User from using the Website and to which the Service Provider did not contribute in any way.
The User shall comply with the provisions of these Regulations, use the Website for its intended purpose and refrain from any activities likely to disrupt the proper functioning of the Website, particularly by interfering with the operating mechanism of the Website or of the Services by using specific software or devices.
The User shall use the Website in accordance with social and moral norms as well as generally applicable provisions of law.
Processing of Personal Data
The controller in respect of personal data provided by the User when using the Website shall be the Service Provider – Cupsell sp. z o. o., with its registered office at ul. Fabryczna 5/5A, 00-446 Warszawa. The Service Provider can contacted for matters related to personal data at the following email address: [email protected] or by writing a letter to the registered address.
Registration with the Website is voluntary. However, the Service may not be used until Registration is completed and an Account is set up.
Registration on the Website shall be deemed to signify the submission of a statement by the User or a natural person representing the User that:
the User is of age and has full legal capacity,
particulars provided by the User relate to the User, are true and that the provision thereof does not infringe upon third party rights.
An email address and a password are necessary for the User's Account to be created.
During the registration process, the User shall be required to provide the following identification data:
Vat registration number,
User's or User's representative first name and surname,
address as entered in the relevant register as the address at which the User carries on business: street name and number, postcode, town/city, country.
Failure to provide all the personal details referred to in section 4 above will prevent the registration process from being completed and the Account from being created.
In the course of the registration process, the person creating an Account on behalf of a User that is not a natural person shall declare, under penalty of law that they are authorized to act on behalf of the User, including authority to make declarations of will, incur liabilities as well as effectively executing and performing the Agreement.
Prior to registration, the User shall read the Regulations and if wishing to continue to use the Website and the Service, shall accept the Regulations.
After fulfilling the above obligations, the User shall receive an email message from the Service Provider, requesting email address verification.
The User shall update the particulars provided to the Website promptly after they change.
After registering with the Website, each instance of accessing the Account shall be carried out using the credentials provided during the registration process or those changed by means of the Account settings.
The User shall be responsible for maintaining appropriate confidentiality of their individual password for the Account allowing the User to log in to the Website.
The User shall maintain in confidence the access credentials for the Account and shall not disclose them to any third parties. If the User allows such access to third parties, even inadvertently, the User shall be responsible for all any instances of inappropriate use of the Account or for inappropriate use of their access credentials.
The User shall promptly notify the Service Provider of each instance of security breach in respect of the User's Account, particularly disclosure of the access credentials to a third party or a third party's use of the Account.
The Service Provider may refuse to provide the Service if they suspect a security breach has occurred in respect of a particular Account.
The User acknowledges and accepts that the Website may not be available on a continuous basis. In particular, there may be interruptions in the functioning of the Website and it may be temporarily unavailable due to the need to carry out maintenance and servicing.
The User shall be solely responsible for the contents of the data furnished by them as well as the email address provided, and for any infringement of third party rights caused by the email address entered. The Service Provider states that all content sent from the email address provided will be attributed to the User.
Terms and conditions of the provision of the Service
The Service Provider, as part of the provision of the Service, shall allow Users to Configure Article and to subsequently add it to User's Stores.
The Service Provider shall allow for Articles to be added to User's Stores established on the Selling Platforms identified in the Website. The List of Selling Platforms may be extended to include new Selling Platforms. The current list of Selling Platforms shall be available on the Website at all times.
The User adds to their User's Store Articles selected from among those available on the List of Articles. Articles may be added both after they are configured and without configuration.
The User shall have the option to individually describe a particular Article and to replace the description prepared by the Service Provider.
The Service Provider shall be entitled, at their own discretion, to change Articles at any time and to make changes to the Prices of Articles, Prices of the Service of Imprinting an Article, and Prices of Shipping an Article. A change to the Prices of Articles, Prices of the Service of Imprinting an Article and Prices of Shipping an Article shall not be deemed an amendment to these Regulations. A change shall apply to Orders placed after the change has been made.
The User may, at their own discretion, set the amount of Margin and display the User's Selling Price in the User's Store.
Upon the User's payment of the Total Price, the Service Provider and the User enter into a Contract of Sale of the Article and a contract for the provision of the Service of Imprinting an Article.
Ownership of an Article shall pass to the User upon the Service Provider's releasing the Article to the forwarder providing the Service of Shipping of the Article to the User's Customer as requested by the User.
The Service Provider shall provide to the User the Service of Imprinting an Article, it being understood that the Service Provider shall act with due diligence to ensure that the appearance of a Printed Design on an Article is as close as possible to the master Printed Design prepared in the Generator. However, the Service Provider states that despite their exercising due diligence, given the circumstances the Service Provider could not foresee or prevent, both the size, location and colours of Printed Designs may vary slightly from the image displayed on computer screens or mobile device displays. The differences between masters displayed in the Generator and actual Printed Designs on an Article may be particularly due to colour management systems (an article is imprinted using the CMYK system), differences between proportions and resolution of individual computer screens, differences between flat images and actual images as well as differences between the colour settings of Users' computer screens.
No Service of Imprinting an Article will be rendered by the Service Provider unless the Total Price is paid.
The Service of Imprinting an Article shall be provided by the Service Provider as soon as practicable after they receive the Total Price. The Service Provider shall make every effort to ensure that the Service of Imprinting an Article is provided within 7 (seven) Business Days of receipt of the Total Price, however no guarantee is offered that the Service will be completed within this timeframe, particularly if a large number of Orders have been placed or a large number of Articles are covered by individual Orders, and shall not bear any responsibility therefor vis-a-vis the User.
The Service Provider shall provide for the User the Service of Shipping an Article to the User's Customer against payment. The Price of Shipping an Article shall be visible when an Order is being placed. The Service Provider may change the Prices of Shipping an Article at any time. A change to the schedule of prices shall not be deemed an amendment to these Regulations.
No Service of Shipping an Article shall be provided by the Service Provider unless the User pays the Total Price in advance. No Service of Shipping an Article shall be provided unless the complete address details of the Service Provider's Customer are furnished. The Service Provider shall not be required to provide the Service of Shipping an Article until the User furnishes the complete address details.
The Service of Shipping an Article shall be performed promptly after the Service of Imprinting an Article is completed. The time limits for the provision of the Service of Shipping an Article shall be provided on the Website each time an Order is placed, however such time limits will be estimates. The Service Provider makes no representation or promise to the User concerning the delivery of an Article within a specific time limit and shall not bear any responsibility therefor vis-a-vis the User.
The User warrants and represents vis-a-vis the Service Provider as well as guaranteeing that, in respect of Printed Designs that constitute a work within the meaning of the Act of 4 February 1994 on Copyright and Related Rights or constitute a trademark within the meaning of the Act of 30 June 2000 – Industrial Property Law or show an image of natural person:
the User will have author's economic rights to such a work and, in the case of a trademark, will have protection right for such a trademark, or will be entitled to disposition of the afore-mentioned rights based on a licence granted in a manner that allows for using the Website and the Services as well as for the Service Provider's fulfilling Orders,
the User will be entitled to publish Printed Designs on the Website, to request the Service Provider to provide the Service of Imprinting An Article and to market such an Article by selling an Article imprinted with Printed Designs,
the User will have secured approval of the individuals whose images are fixed in Printed Designs for the dissemination thereof by publishing them on the Website and for marketing an Article with Printed Designs incorporating the individuals' images.
Furthermore, the User warrants and represents that Printed Designs (e.g. text, a photograph, graphics, illustrations), the form and use thereof as part of the Website and Services, will in no way violate applicable laws. The User agrees to comply with the prohibition on posting illegal content on the Website (e.g. text, a photograph, graphics, illustrations).
Subject to § 12, section 2, of the Regulations hereinbelow and in the event the Service Provider is required - under applicable law - to pay any compensation, liquidated damages, penalty or fine in connection with: (a) third party claims relating to breach of § 8, section 1 or 2, of the Regulations hereinabove, or (b) the User's actions/omissions involved in breach of § 8, section 1 or 2, of the Regulations hereinabove, the User shall promptly refund to the Service Provider an equivalent of such compensation, liquidated damages, penalty or fine. The User shall also promptly cover all losses and refund documented costs incurred by the Service Provider because of the afore-mentioned circumstances.
Moreover, in the event of the User's breach of the provisions of § 8, section 1 or 2, of the Regulations hereinabove, the Service Provider will be entitled to promptly remove - from the ICT resources of the Website - the Printed Design in question which led to the abovementioned breach. The Service Provider also reserves the above right for cases where a third party just shows with high probability that such breach occurred. The Service Provider will consider above breach shown to be true with high probability if an identified third party provides a reliable message or an official notification to that effect.
Payments for the sale of an Article, for the provision of the Service of Imprinting an Article and the Service of Shipping shall be made in advance, in the amount identified on the Website as the Total Price.
Payments may only be made using one of the electronic payment systems available on the Website (payment by payment card or through an online payment system, as described on the Website).
Invoices for the sale of an Article, the provision of the Service of Imprinting and Service of Shipping an Article shall be raised for the User and delivered to them through the Website, with the User being able to able to download invoices and save them on read-only data media.
Invoice data shall be retrieved from the User's account and the payment form.
The User hereby consents to receiving invoices, duplicate invoices and correcting invoices in electronic form as PDF files, the subject matter of which is the Service Provider's receivable arising out of these Regulations. This consent granted by the User constitutes the User's declaration of will relating to acceptance of the electronic mode of raising and sending invoices, referred to in Article 106n, section 1, of the Act on Goods and Services Tax of 11 March 2004.
Liability of the Service Provider as a Seller of Articles
The Service Provider shall deliver to the User Articles without any defects. The Service Provider shall bear liability vis-a-vis the User if An Article has a physical defect in accordance with the provisions of the Act of 23 April 1964 - Civil Code (statutory warranty for defects), subject to section 2 hereinbelow.
Statutory warranty for defects shall not apply to the circumstances referred to in § 7, section 9, hereinabove.
The User has got the right to file a complaint in accordance with applicable laws, it being understood that the Service Provider's liability for statutory warranty for physical defects of an Article shall be limited to the User's right to request that the defect be repaired, with such liability being limited to 3 (three) months from the date of transfer of ownership of the Article to the User. In such a case the Service Provider, at their sole option, shall promptly replace the defective Article or repair the defect. Within the remaining scope, the Service Provider's liability vis-a-vis the User, for statutory warranty for defects of Articles shall be excluded. Subject to mandatory provisions of law and to the maximum extent permitted by law, the Service Provider's liability for damage caused to the User because of a defect of an Article shall be limited to the Price of an Article that the User paid to the Service Provider.
Complaints about failure to provide, or improper provision of, the Service, including defects in an Article, shall be submitted electronically to the Service Provider's e-mail address (email address: [[email protected]]) or by registered letter to the Service Provider's address (ul. Fabryczna 5/5A, 00-446 Warszawa).
A complaint shall comprise:
details allowing the User to be identified and contact them: first name and surname, telephone number, email address or mailing address,
a statement of the subject matter of the complaint and description of the circumstances being the grounds for the complaint as well as the date of the occurrence thereof,
statement of the User's expectations, particularly action to be taken by the Service Provider,
The User's signature if the complaint is being submitted by post.
Complaints shall be considered promptly, and at any rate not later than within 30 (thirty) days of the Service Provider's receipt of the complaint and, in the case of a flawed complaint - the date of the complaint being amended.
If the Service Provider does not respond to the complaint within the time limit specified in section 3, the complaint will be considered justified by the Service Provider.
The user shall be notified of the manner of the resolution of the complaint in a communication sent to their email address or mailing address in the manner equivalent to the manner in which the complaint was submitted.
The Service Provider shall not be liable for:
the User's furnishing, during the registration process, of untrue, incomplete or obsolete details and failure to update such details,
consequences of a third party hacking the Account password,
damage resulting from interruptions in the Website operation or from its unavailability, due to reasons beyond the Service Provider's control or which occurred as a result events the Service Provider could not prevent,
failure to provide, or improper provision of, the Services as a result of force majeure understood as an external event (i.e. an event beyond the Service Provider's and User's control), which could not be foreseen and prevented,
any and all damage caused by the User's failure to comply with the provisions of the Regulations,
damage caused to third parties by applying a Printed Design to an Article or marketing Imprinted Articles.
In the event claims are filed against the Service Provider for infringement of third party rights following publishing a Printed Design on the Website or applying a Printed Design or marketing Imprinted Articles, the User, at their own expense, shall take all and any steps to indemnify, hold harmless and release the Service Provider against and from such claims. In such a case the User shall resolve the dispute prior to the third party bringing a civil action against the Service Provider by settling out-of-court or paying the monetary sum demanded the payment of which will cause all and any claims against the Service Provider to be extinguished, or shall join in pending judicial proceedings against the Service Provider by substituting them, or as a secondary intervenient, and shall fully reimburse the attorneys' fees, costs of the judicial proceedings incurred by the Service Provider, including legal representation costs or costs of the amicable settlement of the dispute, and shall refund to the Service Provider the payment awarded against them for the benefit of a third party, resulting from the Service Provider's settlement entered into with the User's approval, or exempt the Service Provider from liability towards a third party by making a payment releasing the Service Provider from the obligation to make the payment awarded against them or resulting from a settlement entered into, with the User's approval.
Subject to § 10, section 3 hereinabove, the Parties agree that the Service Provider's total liability vis-a-vis the User for the provision of the Services hereunder will be limited to the net amount of the Total prices paid by the User to the Service Provider in the month preceding the month in which the event forming a basis for compensation occurred.
All and any disputes arising in connection with the performance, non-performance or improper performance of the Service as well as other issues related to these Regulations shall be resolved by way of negotiation between the Parties. The Parties undertake to act in good faith in order to resolve disputes, having regard to the Parties' legitimate interests.
In the event the procedure described in section 2 above is ineffective, the dispute shall be referred for settlement by an appropriate Polish court having jurisdiction over the Service Provider's registered office.
Termination of the Agreement
An Account created as a result of the registration process shall be maintained for the User for unlimited duration. The User may at any time decide to stop using the Account and the Service related thereto, and request that the Account be deleted. No fees shall be charged for a decision to stop using the Account and for deletion thereof. In order to have their Account deleted, the User shall submit an appropriate request to the Service Provider via email to the Service Provider's email address (email address: [[email protected]]) or by registered letter to the Service Provider's address (ul. Fabryczna 5/5A, 00-446 Warszawa).
The Agreement shall be terminated upon the Service Provider's receiving the User's request referred to in section 1 hereinabove. The Service Provider's receiving a statement comprising a request to delete an Account shall be synonymous with the submission, to the Service Provider, of a declaration of will to terminate the Agreement. The Account shall be deleted promptly and the User shall be notified thereof with a message sent to the email address associated with the Account.
The Service Provider may terminate the Agreement at any time upon 1 (one) month's notice.
The Service Provider may terminate the Agreement with immediate effect for cause, including in the case of:
justified suspicion of the User's breach, when using the Website, of generally applicable laws, third party rights or principles of good mores or
material or recurring breach of the Regulations, or
violation of the System's ICT security.
The Service Provider's statement terminating the Agreement may be submitted to the User in document form by send an email from the Service Provider's following email address: [[email protected]] to the User's email address furnished to the Website.
The user who has had the right to use the Website taken away from them, may not register with the Website again without the Service Provider's prior consent.
Amendments to the Regulations
The Service Provider may amend the Regulations particularly for the following reasons:
necessity to bring the Regulations in line with laws directly impacting the Regulations and resulting in the necessity to modify the same in order to maintain compliance with the law,
necessity to bring the Regulations in line with recommendations, orders, rulings, directives, interpretations, guidelines or decisions issued by competent public authorities, having direct impact on the Regulations and resulting in the necessity to modify the same,
expansion or modification of the Website's functionality including the launch of new service rendered electronically, changes to the Website's existing functions or to the organizational rules for the functioning of the Website,
change to the technical conditions of the provision of the Service,
change to the scope of the Service,
necessity to remove ambiguities, mistakes or clerical errors (if any) in the Regulations,
changes to the address details, names, identification numbers, electronic addresses or links placed within the Regulations,
change to the procedure for entering into agreements referred to in these Regulations,
counteracting breach of the Regulations and abuses
Users shall be notified of amendments to the Regulations in an email sent to the email address furnished during Registration. An amendment shall become effective upon the receipt of a message informing of the amendment.
These Regulations shall be subject to generally applicable laws in Poland.
The user acknowledges that the Service Provider may send to the former communication directly related to the Service that the User uses when visiting the Website. The Service Provider may also send to the User communications about changes to the Regulations. Such communications shall be sent to the email address associated with the User's Account.
These Regulations shall be made available free-of-charge on the pages of the Website, also in PDF format in a manner allowing Users to download, keep and open the Regulations in the course of ordinary activities.
These Regulations shall become effective on 1 March 2022.