ADDITIONAL AGREEMENT FOR MANUFACTURERS

Effective date: 08.07.2018
1. When You are acting/using the Platform as Manufacturer, additionally to terms, conditions and provisions set forth in Terms and Conditions (hereinafter referred to as – Terms and Conditions), there are certain rules set forth in this Additional Agreement that You need to accept, respect and follow.

2. In case of any conflict or inconsistency between Terms and Conditions and this Additional Agreement, the Terms and Conditions will prevail. If this Additional Agreement does not specify otherwise, it is subjected to all provisions defined in Terms and Conditions.

3. The Definitions, used in this Additional Agreement are set forth in Article 1.8. of Terms and Conditions.

4. In addition to Your obligations, authorizations, and warranties set forth in Terms and Conditions, other Additional Agreements and their amendments, changes and updates, as Manufacturer, You confirm, acknowledge, represent, agree and warrant that YOU SHOULD AND WILL comply with and fulfill all the provisions, defined in this ADDITIONAL AGREEMENT.

5. As it is set forth in section 11. of Terms and Conditions (11. “USER TO USER AGREEMENTS”):

5.1. The Platform provides Users with an utility for conclusion of simple “User to User Agreement” (hereinafter referred to as - “General User to User Agreement”), which consists of (1) Manufacturers (hereinafter within this Additional Agreement referred to also as -You, Your) Proposal on the price of services and products, ordered to the Customer, payment deadlines and simple delivery terms, proof of completion You are going to present upon presenting the result of the rendered service or produced product and (2) Customers’ Accept to such Proposal. Users are strongly recommended, additionally to “General User to User Agreement”, to enter into agreements on terms and conditions of performance of services and/or manufacturing of the products, delivery terms, return rights, confidentiality, non-disclosure, warranty terms, intellectual property rights etc.) (Hereinafter - referred to as “Additional User to User Agreements”, but together “General User to User Agreement” and Additional User to User Agreement”- “User to User Agreement”) to avoid any possible disputes concerning the performance of Users general obligations according to “General User to User Agreement”.

5.2. Price per unit, Price excluding VAT (hereinafter referred to as – Total Net Price), VAT rate and the amount and Total Price including VAT (hereinafter referred to as – Total Gross Price) should be precisely defined in Your Proposal/ “User to User Agreement”. Total Net Price includes all the taxes and fees (except VAT, which must be indicated separately, as set forth in Article 5.3.), applicable to You and Your services and products, as well as include all additional expenses, including, but not limited to transportation, delivery, work and material expenses, warranty service expenses and other expenses, related to proper and complete execution of the Customers order and “User to User Agreements”.

5.3. The following provisions are obligatory to any “User to User Agreement”:

1) VAT needs to be indicated;
2) In case, if Customer is a Consumer, that is an individual person- who purchases goods and services for personal use, subjected to Consumer protection law- all products are subject to a 14 day returns period;
3) All the payments according to “User to User Agreements” must be settled via Sewport Payment System.

5.4. As Manufacturer, You must not claim any Intellectual Property Rights for or considering the product or service, provided by You on the basis of “User to User Agreement”, unless the opposite is agreed separately in written in such a “User to User Agreement”. Your work fulfilled and/or service provided and/or the product manufactured on the basis of Customers order and “User to User Agreement” shall become the property of the Customer, who is irrevocably considered to be the Author of the work, service and/or product. You should not use, display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, and otherwise violate Customers’ Intellectual Property Rights on such service and/or work result and/or product. You retain no rights to use, and will not challenge the validity of Customers ownership in such Intellectual Property Rights. You hereby waive any moral and financial rights to such property, the disclosure and withdrawal of his rights under applicable law to the result of the rendered service or produced product.

5.5. As a Manufacturer, you understand and confirm that Sewport may hold Customer funds paid into the Sewport Escrow system and not release them to you immediately in the following cases:

5.5.1. Active disputes with a Customer or Customers in regards to unsatisfactory quality, defects, delays, wrong calculations, violation of warranty, and any violation of copyright, intellectual property etc. In such cases Sewport may hold the funds for up to 30 days from the date of payment received or until the dispute is not mutually resolved.

5.5.2. In cases where a Customer placed a first-time order for services with you as a Manufacturer for a total amount exceeding £120,- but prior did receive a sample/prototype physically from you to verify and confirm the quality and make of the service. In such cases Sewport may hold the funds for up to 30 days from the date of payment received or until the Customer received the product of your services and confirmed the services rendered are satisfactory.

5.5.3. In cases where your Manufacturer profile rating is absent or is less than a mark of 3 (out of 5). In such cases Sewport may hold the funds for up to 30 days from the date of payment received or until the Customer received the product of your services and confirmed the services rendered are satisfactory.

5.5.4. In cases where Sewport holds funds due to reasons mentioned in 5.5.1.-5.5.3. cannot serve as a reason for you as a Manufacturer not to render the ordered services to the Customers that entered into a “User to User Agreement” with you.

6. You irrevocably, perpetually and unconditionally agree and authorize Sewport to receive the payments for Your services and products from the Customers in/via Sewport Payment System and Sewport may charge applicable Service and Commission fees, set forth in this Additional Agreement, Terms and Conditions, Additional agreements, their amendments, updates and changes, and other debts, and amounts You owe to Sewport, from any payment amount, You transfer or receive via Sewport Payment System.

7. As Manufacturer, You confirm and agree to pay applicable Sewport Commission fees, according to the rates and terms listed in this Additional agreement in cases such Commission fees apply. The current Commission Fees for Manufacturers is 0% (zero percent).

7.1. You irrevocably, perpetually and unconditionally agree and authorize Sewport to charge applicable Service and Commission fees from any payment amount, Customer transfers to You via Sewport Payment System. Irresistibly from this authorization, You are responsible and liable for the full and timely payment of Service, Commission fees or any other debt or amount You owe to Sewport.

7.2. In any case, excluding if You prove the contrary by submitting the Sewport legal, objective and written evidence, Sewport will consider that the final Total Net price of the “User to User Agreement” viewed or accepted by the customer is the largest amount from the generated Invoice – The Total Net price of “User to User Agreement” or the amount (excluding VAT proportionally to the VAT rate in Your Proposal), Customer has paid to You via the Platform and/or Sewport Payment System.

8. You understand and confirm, that by authorizing Sewport to receive the payments for Your Services via Sewport Payment System, You agree that the payment execution date, is the date, when the payment amount is credited to the Sewport Payment System. You warrant that the You will not violate the terms and conditions of Your “User to User Agreement” due to postponed payment transfer to You from Sewport Payment System. In case the terms of Your services or delivery terms are subjected to the terms of Customer payment, You confirm, acknowledge, represent, agree and warrant that the terms (deadlines) of services and delivery You have defined in Your Proposal and “User to User Agreement” are harmonized and comply with the actual receive of the payment.

9. Additional fees may be applied to You, as Manufacturer, according to the appropriate section of Terms and Conditions or other Additional Agreements.

10. The last changes, amendments and updates to this Additional Agreement are displayed at the beginning of the document as “Effective Date” and Sewport retains the right to change or update this Additional Agreement, when required and as Sewport sees fit. Sewport is not required to inform You of any changes in its Additional Agreement, personally or separately but may do so electronically using the email address You provided during sing up in cases You see fit.

11. You signify and confirm Your agreement with and understanding of this Additional Agreement, by ticking the relevant box during Sign-Up where it reads “I have read and agree to the Additional Manufacturers Agreement”.

12. If You do not agree with this Additional Agreement, You must stop the use of the Website and Platform immediately. Continued use of the Website and Platform shall clearly mean Your acceptance of this Additional Agreement.
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