Additional Terms for Brands

1. Overview

These additional terms for Brands (“Brand Terms”) apply to the use of the Services and the Platform by the Brand and shall integrally form part of the Terms.

2. Account Registration – Brand Account

1. Brand Accounts: To present goods through the online platform of Draply as a Brand, you must submit an application to, and be approved by Draply. The application process and Brand Account are both free. The application seeks basic information about you, your company and your products. If approved as a Brand, you will be required to submit additional information, including about your business, where you wish funds from sales of your products to Draply to be deposited and applicable tax and related documentation.
2. Acceptance: Draply will use good faith efforts to review your application to become a Brand as soon as possible. You acknowledge that Draply is only able to accept a limited number of Brands at any given time, and that Draply is not obligated to accept you as a Brand. You hereby release Draply from any liability regarding the acceptance process.

3. Onboarding and Product Listing

1. Shop Page. Draply allows the Brand to create one or multiple storefronts on the Platform where it can make Goods available for sale to Draply on the Platform, which Goods Draply will sell to users on the Platform or to a selected audience (e.g. only pre-approved Retailers). You agree that Draply may edit or remove Product Content you submit in order to comply with Draply’s internal specifications and requirements. To have Draply create your Shop Page, you must provide a product listing, high resolution photography (product and lifestyle) in accordance with Draply’s photography guidelines, and your minimum order number, all described below. Draply may ask for additional information as needed. As soon as your Shop Page is created, Draply will send you an activation email.
2. Product Listing. Draply requires each Brand to list their entire wholesale catalogue, unless otherwise agreed in writing by Draply, and provide a description for each Good, containing the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price; (vi) retail price; (vii) product descriptions; (viii) whether products are active or inactive; and (ix) the appropriate VAT rates for each Good. Draply reserves the right to accept or reject any Goods and has final discretion as to the content of the final Shop Page. Brand’s available Goods will at all times comply with Draply’s Product Guidelines.
3. High-Resolution Photographs. You will provide high-resolution photographs of your Goodsin accordance with our photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. When you submit all photographs, Draply will select the best quality and most appropriate photographs for your Shop Page. Draply reserves the right to reject content that violates our guidelines or these Brand Terms.
4. Product and Content Compliance. The Brand is responsible for ensuring that all Goods made available comply with the requirements as set out in these terms. You agree to: (i) abide by our  Product Guidelines and to refrain from making available any prohibited products identified in these Product Guidelines; (ii) comply with all applicable laws and regulations, including safety, labelling, testing, warning and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; (v) ensure that you have all the necessary accompanying documentation and certificates required to comply with applicable laws and regulations in the countries you ship from/to, and (vi) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services. You agree that Draply is not responsible for determining whether you meet the above requirements, and you hereby release and indemnify Draply from any liability with respect thereto.  Draply reserves the right, at its sole discretion, to refuse the offering of certain Goods or to remove certain Goods offered by a Brand from its Platform.
5. Product Liability Insurance. All Brands are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Draply in such amount as is reasonable and customary for companies of comparable size and activities. Draply reserves the right to request proof of such insurance coverage and other relevant information at any time.

4. Content License, Representations and Warranties

1. License on Product Content
   In order for Draply to be able to show the Product Content on its Platform and allow the Retailer to re-use the Product content for its resale purposes, the Brand hereby grants to Draply a limited, worldwide, non-exclusive, sublicensable, transferable and royalty free license to combine, translate, modify (for quality assurance and technical purposes only), distribute and/or enrich the Product Content with other data obtained by Draply, to use the Product Content internally and for marketing and promotional purposes and to allow a Retailer to use the Product Content relating to Goods that a Retailer purchased for their own business purposes.
2. Product Content
   The Brand is responsible for creating professional Product Content. All Product Content published made available for sale on the Platform by the Brand must comply with the Product Content Rules. Draply reserves the right to refuse certain Product Content or to propose amendments to Product Content if it believes that it does not comply with the Product Content Rules.
3. Representations and Warranties
   The Brand represents and warrants in relation to the Product Content that:
   3.1. The Brand has all legal and beneficial rights necessary to publish to the Product Content on the Platform.
   3.2. The Brand is entitled to grant a license in relation to the Product Content to Draply and the Retailers.
   3.3. The Product Content is free and clear of any third party rights.
   3.4. The Product Content is not unlawful, harassing, defamatory, obscene, inappropriate in any other way or violating or infringing any applicable laws or third party rights (including intellectual property rights).

   The Brand represents and warrants in relation to the Goods that:
   3.5. The Brand has all legal and beneficial rights to offer the Goods for sale, present these on the Platform and enable Draply to sell the Goods to Retailers.
   3.6. The Goods are free and clear of any third party rights.
   3.7. The Goods are not unlawful, harassing, defamatory, obscene, inappropriate in any other way or violating or infringing any applicable laws or third party rights (including intellectual property rights).
   3.8. The Brand is not aware of any defects to any Goods listed on the Platform at the time of selling.
   3.9. The Goods will comply with the specifications as specified on the Platform and with the rules and guidelines that apply from time to time.
   3.10. The Goods presented on the Platform will be offered against the lowest wholesale price possible and shall not offer or sell the same Goods against lower prices through a different channel and will take into account a reasonable margin in view of the MSRP as recommended by the Brand on the Platform.
   The Brand further represents and warrants:
   3.11. It is and will remain for the duration of the Term in compliance with all applicable laws and regulations and all policies and guidelines as made available by Draply with respect to its activities under and in connection with the Service Contract.
   3.12. All information published by the Brand on the Platform, including delivery and shipment times, are true, accurate and not misleading.

5. Content from Social Media and Networking Sites

As a Brand, you may link your social media accounts to your Brand store (collectively, “Social Media Accounts”). You represent that you are entitled to grant Draply access to, or otherwise make available, your Social Media Accounts and the content therein (the “Social Media Account Content”) for the purposes described herein, without breach by you of any of the terms and conditions that govern your use of the applicable Social Media Account, and without obligating Draply to pay any fees or making Draply subject to any usage limitations imposed by such social media service providers. Depending on the Social Media Accounts you choose and subject to the privacy settings that you have set in such Social Media Accounts, personally identifiable information that you post to your Social Media Accounts will be available on and through your Brand Account on the Services.

Please note that if a Social Media Account or associated service becomes unavailable for any reason, then the Social Media Account Content that was available from such Social Media Account will no longer be available on and through the Platform. You have the ability to unlink your Brand Account and your Social Media Accounts, at any time, by contacting Draply.

Please note that your relationship with the social media service providers associated with your Social Media Accounts is governed solely by your agreement(s) with such social media service providers.

Draply makes no effort to review any Social Media Account Content for any purpose, including for accuracy, legality or non-infringement and Draply is not responsible for any Social Media Account Content. Draply may, however, at any time and without prior notice, screen, remove, disable or block any Social Media Account Content that in Draply’s sole judgment violates these Terms or is otherwise objectionable.

 

6. Product Pricing

1. Pricing Consistency. You acknowledge and agree that the prices on your Shop Page will not be higher than the wholesale price you offer on all other wholesale channels where your products are sold in the applicable region. You agree that Draply may perform routine price and content comparison of the Goods listed on your Shop Page with your other sites, and/or review any pricing discrepancies communicated to us by Retailers. If a discrepancy is found, Draply may reach out to you and require this to be resolved. If you fail to do so, Draply reserves the right to temporarily suspend or permanently terminate your Brand Account.

 

7. Orders, Inventory, and Recalled Products

1. Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any Goods that are discontinued or are out of stock through your Brand Account portal. It is your responsibility to keep your product catalogue current and up-to-date based on availability (whether items are back-ordered or discontinued). Failure to do so, may impact your visibility and search placement within the Services to Retailers.
2. Order Minimums. You may set minimum order quantities for your Goods. If you wish to have minimum order quantities, you agree to provide Draply with your first order and reorder minimums, which will be displayed on your Shop Page.
3. Orders Placement. Brands will be informed by Draply each time a Retailer places an Order with Draply. You will be able to review the Order details, edit inventory availability and inform Draply whether or not you will be able to sell the Goods to Draply by confirming or cancelling the Order.
4. Accepting an Order. You should confirm an Order as soon as possible, but at least within 2 business days of receiving the Order. By accepting an Order, the Brand binds itself to sell the Goods to Draply and deliver the Goods to the Retailer and agrees that Draply may enter into a binding agreement with the Retailer to sell the Goods of the Order and to deliver the Goods to the Retailer. Frequent late confirmation of orders may impact your visibility and search placement within the Services to Retailers.
5. Order Cancellation. By cancelling an Order you express to Draply that you will not sell the Goods involved to Draply. You will be asked to provide a reason for not being able to fulfil the Order. Draply will then notify the Retailer of the cancellation. Consistent order cancellation may however, impact your visibility and search placement within the Services to Retailers.
6. Recalled Products. You agree to immediately inform Draply if any of your Goods have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be recalled.
7. Holiday Mode. If you are going on vacation, or are unable to fulfil new Orders for a period of time, you may pause your Shop Page using “Holiday Mode” found in your Brand Account tab. You will still be able to access your Brand Account and you should still fulfil any Orders you have already accepted even while on “Holiday Mode”.

 

8. Shipping 

1. Shipping. Unless otherwise agreed, shipping to the Retailer shall be arranged by the Brand, whereby products shall only be deemed delivered when they arrive at the Retailer location with (any export duties and) shipping fully paid. Until the moment of Successful Delivery the products are the responsibility of the Brand.
2. Fulfilment by Draply: Brands can choose to have Draply coordinate shipping of products to the Retailer for convenience and/or better shipping rates, using specialized logistics providers (“Fulfilment by Draply”). If the Brand uses Fulfilment by Draply, the Additional Terms for Fulfilment shall be applicable.
3. Delivery Times. The Brand must set the typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. The lead time you set will be displayed on your Shop Page for the purpose of informing Retailers, who may rely on it when making a purchase. Frequent late deliveries may impact your visibility and search placement within the Services to Retailers.
4. Tracking Number. You will provide Draply with tracking information for each Order, in case you choose to ship on your own account. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package.
5. Returns, Damaged or Missing Goods. Retailers are responsible for reaching out to you through the Platform to resolve issues relating to damaged or missing items in an Order. Draply will notify you if a Retailer reports that a Good is damaged or if an Order is missing items. You agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby indemnify Draply from any liability with regard thereto. Draply reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing.
6. Shipping Insurance. Draply does not require you to purchase shipping insurance. However, we strongly recommend that you do so in order to facilitate any shipping dispute you have with a Retailer. Shipping protection may be available.
7. Shipping Costs. The Brand can either ship the products to retailer on its own account or can use “Ship by Draply” where it can benefit from negotiated discounted shipping rates. In either case, Draply will reimburse in-part or all of the shipping costs incurred by the Brand. The amount of shipping cost to be reimbursed in this case will be at the sole discretion of Draply and/or depending on the Brand specific term. Any shipping costs will appear on the invoice and shall reflect the shipping costs incurred by the Brand.
8. Indemnity. The Brand hereby indemnifies and holds harmless Draply from any losses, expenses, liabilities, damages and costs resulting from (i) a claim from a Retailer in connection with the use of the Services by the Brand and (ii) a claim from any third party in connection with a breach of the representations and warranties by the Brand.

9. Fees, invoicing and payment

1. Invoicing. The Brand is eligible for payment by Draply for the sale of any Goods to Draply upon Successful Delivery at the Retailer. If the delivery is flagged – or marked as not a Successful Delivery then the payment is not due by Draply. A (partial) payment to a Brand shall only become due after a (partial) Successful delivery. Unless otherwise agreed, Draply will create an invoice on behalf of the Brand, which is visible to the Brand on the Draply platform.
2. Service Fee. Draply may charge a usage-based Service Fee to the Brand for purchases made by Draply through the Platform (“Service Fee”). The amount of the Service Fee shall be specified in the Service Contract and shall be charged over any Order that takes place on the Platform. Any applicable Fees will be specified and be listed on the Order invoice to the Brand or purchase order for which the Fee was charged, or be sent on a separate Monthly invoice to the Brand.
3. Shipping Fee. Draply may reimburse some or all shipping costs for the Brand, which shall be specified in the Contract. The Shipping Fees and/or applicable reimbursement will be specified and be listed on the relevant Order Invoice or purchase order.
4. VAT. All Fees are excluding any applicable VAT unless explicitly described otherwise.
5. Payments. Following Delivery to the Retailer – and a 48 working hours waiting period to allow for review of any damaged or missing goods – the Brand invoice becomes payable in accordance with its terms. Settlement of the outstanding payments to the Brand – net of any fees, or with fees invoiced separately – happens on a weekly or monthly basis, as agreed and specified in the Contract.
6. Adjustments. Draply is entitled to adjust the Service Fees on an annual basis, when the contract period with the Brand expires and renews. Draply shall notify Brands of any Service Fee adjustment at least 30 days in advance. If a Brand does not agree with the Service Fee adjustment, it shall be entitled to terminate the contract.

10. Dropshipping Obligations & Liabilities

1. The following obligations and liabilities apply in addition to the Dropshipping Terms for any Brand which makes use of Draply’s Dropshipping Service.
2. The Brand is solely responsible for ensuring that the information on products is completely up-to-date. This includes but not limited to product price, available inventory, photographs, product descriptions, certifications etc.
3. Pricing of Products & MSRP – The Brand is required to clearly define the MSRP of every product. In addition, the Brand is also required to specify any additional shipping & handling charges for the Retailers.
4. Processing times – Brand must indicate its processing times in the Brand backoffice. “Processing time” is the number of business days to ship and provide tracking number. If the orders are processed late, Draply and/or Retailer may cancel the Retailer Order through the Draply platform and Draply will process a refund from Brand to the Retailer.
5. Shipping & delivery of a Retailer Order – the Brand is solely responsible for secure and timely delivery of the products to the End Customer. For this purpose, the Brand will be responsible for choosing the carriers and the mode of shipment for the package. It is highly recommended that the Brand takes appropriate insurance coverage for the shipments. Draply will not be liable for any lost packages or if packages are damaged during transit. Any refunds given by Draply to the Retailer for reasons of lost package or damage in transit will be deducted from the payment to the Brand.
6. No marketing materials – When shipping dropshipping orders received on Draply platform, each Brand agrees that it will not include any marketing or promotional material including but not limited to marketing flyers, coupons, gift vouchers that encourage the End Customer to buy directly from Brand’s website or otherwise seeks to divert business away from Retailer or Draply. The Brand also agrees that the orders will be shipped to the end consumer in unprinted packaging that does not include graphics, texts or any symbols and information about the Brand’s brand, or contact information. Each Brand agrees that only the invoice provided by Draply will be included in Draply order packages. This invoice is made available to the Brand with every Retailer Order through the Draply Platform.
7. Returns – the Brand will have a choice to take returns from Retailers or not. If the Brand chooses to take returns, they will be obligated to accept all return requests from the retailer as long as the return request is within the return period defined by the Brand or as per the laws of the countries where the Brand operates whichever is longer.
8. Customer support – The Brand is obligated to address any issues raised by the Retailer related to the Products or Orders (including but not limited to product inventory, pricing, images, shipping, returns, discounts, packaging) in a timely manner. In case the Brand is non responsive, or is not willing to provide a satisfactory solution then Draply may choose to resolve the issue on behalf of the Brand. In such a situation, the Brand agrees to abide by the decision taken by Draply and will consider it as full and final resolution. Draply may also choose to impose a suitable penalty including but not limited to monetary fines and/or termination of access to the Draply platform in case the Brand continues to provide poor quality Support to the Retailers.
9. Brand Performance and Penalties – The Brand understands and agrees to adhere to the order processing standards and customer support standards as defined by Draply. This includes, but is not limited, order processing time, order cancellation rate, order mutation rate, customer response time, customer resolution time etc. The Brand agrees that Draply has the right to impose any penalties (monetary or otherwise) on the Brand in case the Brand fails to meet any of the defined order performance and customer support standards. Draply has the sole right to decide the amount or extent of penalties to be applied. In case of any disputes with the Brand related to the brand’s performance or any penalties imposed by Draply, the Brand agrees that Draply has the sole right to decide on the outcome of the dispute.