The contracting party is sprd.net AG, represented by the managing directors: Jana Eggers (CEO), Matthias Spiess and Andreas Schröteler, Karl-Heine-Strasse 97, 04229 Leipzig, Germany, hereafter referred to as "Spreadshirt".
1.1 These general terms and conditions of sprd.net AG regulate the transfer and usage of designs and/or design products, which the owner of the usage rights to the design (hereafter referred to as “contracting party”) makes available to the design network of sprd.net AG.
1.2 An agreement between sprd.net AG and the contracting party concerning the use of a design and/or design product is reached as follows: As part of the online registration on the website www.spreadshirt.net, the contracting party offers a set design usage agreement for a design/ design product according to these general terms and conditions. The contracting party therefore has the possibility to send designs/ design products to the design network (Marketplace) via his/her user account. The usage agreement takes effect once sprd.net AG has checked the respective offer and declared its acceptance to the contracting party via e-mail with reference to the validity of these general terms and conditions.
2.1 In each case, the contracting party grants sprd.net AG the right to use, particularly to publish and reproduce the design/ design product which was uploaded with an offer for the conclusion of a usage agreement according to 1.2., and/or to label products of sprd.net AG with the design of the contracting party and to publish, reproduce, offer and distribute such labeled products (hereafter referred to as “contractual products”). This includes the right to combine the design on the products with other designs and drafts.
sprd.net further has the right to use designs/design products and their titles in packaging materials and in advertisement and to actively promote these items.
2.2 The granting of usage rights to the advantage of sprd.net AG according to 2.1 takes place “non exclusively”, regionally unlimited and for an unlimited period of time up to the canceling of the usage agreement by one of the two contracting parties according to point 8.
2.3 With the granting of usage right according to 2.1, sprd.net AG also obtains the right, as the case may be, to issue sublicenses. sprd.net AG is thus entitled to use the respective design of the contracting party on the platform of sprd.net AG, www.spreadshirt.net, or, as the case may be, to allow its other contracting parties and customers to use the design / design product according to these general terms and conditions.
3.1 With the realization of a usage agreement according to these general terms and conditions, the contracting party acquires no right to a publication of his uploaded design in the design network and/or in a shop of a partner of sprd.net AG. At any time, sprd.net AG is entitled, at its sole discretion, to stop and/or inhibit the publication of a design. This applies particularly if there are doubts concerning the authorization of the contracting party for the licensing of the design/ design product and/or these are asserted by third parties with the consequence that due to the granted usage of the design/ design product trademark rights or other rights of third parties are infringed upon or could be infringed upon, as the case may be. The same applies if the publication and/or usage of the design violates other statutory regulations.
3.2. If the contracting party makes use of the possibility to license a design product so that it may be used by sprd.net AG, then he has the opportunity to upload it on the marketspace without publication of the design. In this case, the respective design product can only be used by sprd.net AG, its contracting parties and/or customers in the product form which was specified by the contracting party. The introduction of such a design product implies, similar to designs, that the contracting party provides the required rights which are necessary for granting a usage right based on these general terms and conditions (for legal ownership see 5.1).
4.1 In its capacity as licensee sprd.net AG commits to the payment of a continuous royalty for the use of a design/ designed product. The level of commisson being that as defined by the contracting party itself. Calculation of the commission is carried out based on the value of sales of the contractual design and/or design product. The respective commission includes the statutory VAT (see also 4.5).
4.2 Sales are determined by the net selling price which is invoiced by sprd.net AG to its customers after deducting separately stated discounts and the costs incurred for packaging, freight, and insurance, as well as other statutory taxes but before deduction of any cash discount. Legitimately returned goods or goods for which no payment is received will be deducted from sales.
4.3 At any time, sprd.net AG is entitled to redefine the basic price for the respective contractual product at its sole discretion as well as the partner commission for the shop partners according to the contractual agreement with the respective shop partner.
4.4 Settlement and payment of royalties (commissions) to the contracting party will be made quarterly after the end of a calendar quarter. Right to payment only arises at a minimum commission amount per quarter of € 10,00 for contracting parties at home and € 50,00 for contracting parties abroad. If a contracting party has, in each case, acquired commission claims within an accounting period at a lower amount, then these will only be paid after cancelation of the relevant contracts with the contracting party, and this within six months of the cancelation coming into effect. This does not apply if the contracting party concludes a new contract with sprd.net AG on design use and/or as shop partner within these six months following the cancelation coming into effect. In such cases a new accounting period according to first sentence in this paragraph starts with the newly concluded contract.
4.5 The contracting party is responsible for providing sprd.net AG with their current valid bank details. The contracting party will be held responsible for the provision of wrong information. The contracting party is also responsible for providing his sales tax identification number to sprd.net AG, if payment of royalties is made including the statutory sales tax. If the contracting party does not provide any tax number to sprd.net AG while registering, payment of royalties is made without sales tax.
4.6 The contracting party´s entitlement to receive payment of a royalty (commission) also arises if a customer of sprd.net AG chooses several designs from different contracting parties for one product. In this case each contracting party of sprd.net AG receives the royalty (commission) he is entitled to for the use of his design.
5.1 The contracting party guarantees that the design – which they provided for use to sprd.net AG according to these general terms and conditions – was created by them and/or that they are the owner of all usage rights to the design, particularly rights concerning trademarks, copyright and design. The contracting party assures that they alone have the usage rights they granted to sprd.net AG according to these general terms and conditions.
5.2 The contracting party guarantees that they do not know of any rights of third parties which oppose or could oppose the use of a design and/or design products by sprd.net AG according to these general terms and conditions.
5.3 The contracting party assures that the respective design/design product provided for use to sprd.net AG also is in accordance with other statutory regulations, especially legal regulations concerning protection of minors and does not violate any penal prohibitions.
5.4 If third parties assert claims due to infringement of their rights resulting from the use of a design of the contracting party, sprd.net AG reserves the right to withhold royalties (commission) up to the final clarification of the legal dispute.
5.5 If the design, which was licensed by the contracting parties, is wrongfully used or obviously misappropriated, in opinion of sprd.net AG, then the parties will jointly decide on the steps to be taken regarding prosecution.
6.1 The contracting party is liable towards sprd.net AG for all damages suffered by sprd.net AG for the use of the design which was licensed by the contracting party according to these general terms and conditions, in particular the publication and reproduction, when this violates the rights of third parties and/or infringes on other legal regulations.
6.2 This liability of the contracting party includes all costs incurred by sprd.net AG in the form of legal costs as well as costs and compensation payments which a court awarded against sprd.net AG resulting from the use of the design of the contracting party, or in so far as sprd.net AG is included in any settlement. The contracting party obligates itself to release sprd.net AG of all aforementioned costs and damage claims.
6.3 A liability of sprd.net AG towards the contracting party, no matter what the legal grounds, in particular – but not conclusively – according to §§ 280 et sqq. of the German Civil Code, 323 et sqq. of the German Civil Code or due to unlawful acts according to § 823 sqq. of the German Civil Code, is defined as follows:
If the contracting party is an entrepreneur, i.e. a natural or legal person, or an incorporated partnership who/which in conclusion of a legal transaction acts in exercise of their commercial or freelance professional occupation, then the following is also valid:
sprd.net AG obligates itself to only use the personal data of the contracting party which were given for registration and conclusion of the contract, for the purpose of the usage rights which were granted according to these general terms and conditions. sprd.net AG undertakes to observe the applicable data protection laws.
8.1 The usage agreement between sprd.net AG and the contracting party has been concluded based on these general terms and conditions for an unlimited period of time.
8.2 This agreement ends always at the end of a calendar month if one of the parties gives two weeks written cancelation notice without stating the reasons. (cf. 10.3) Regardless of the aforementioned cancelation periods both parties always have the right to delete designs and/or design products in the design network of sprd.net AG. As far as the respective design/ design product has been assumed by other shop partners of sprd.net AG by means of sublicenses (see 2.3), then the deletion of the respective design/ design product in the respective online shops will take place within the aforementioned cancelation period.
8.3 The right of both parties to cancel this agreement for an important reason, if necessary also without notice, remains unaffected. An important reason exists in particular if one of the parties breaches the obligations which are incumbent on them according to these general terms and conditions, and this breach continues after being asked by the other party to stop it within a reasonable period. Furthermore, another important reason is given if the contracting party of sprd.net AG uploads a design, whose usage – according to the regulations of these general terms and conditions – violates rights of third parties, in particular personal rights and commercial trademark rights, as well as other legal regulations for the protection of third parties, e.g. laws for protection of minors.
8.4 In the case of a cancelation sprd.net AG will delete the design/ design product of the contracting party from the design network within three working days. As far as the design/ design product has been assumed by shop partners of sprd.net AG, deletion will be carried out within the cancelation period of 14 days (see 8.2). The orders including the design/ design product which have been placed before the expiry of the cancelation period with sprd.net AG will be fully executed. According to 4 sprd.net AG provides a final account to the contracting party for all rights to commissions incurred up until the end of the agreement.
It is permitted for sprd.net AG to offset claims of the contracting party with own counterclaims, as far as the counterclaim has been assessed as being legally effective, is accepted or uncontested. An offset to claims of sprd.net AG with counterclaims of the contracting party is only admissible after prior consultation with sprd.net AG and as far as the counterclaim has been assessed absolute, is accepted or uncontested. This also applies analogously for the assertion of rights of retention by the contracting party.
10.1 Delivery and services of sprd.net AG are exclusively subject to the general terms and conditions of sprd.net AG. The application of general terms and conditions by the contracting party is explicitly opposed.
10.2 Changes of this agreement need to be in writing. sprd.net AG will publish any possible changes of these general terms and conditions on its website www.spreadshirt.net and inform the contracting parties via e-mail. As far as the contracting party continues to provide designs/ design products for the use in the design network of sprd.net AG then the changes are considered as tacitly approved.
10.3 According to these general terms and conditions, a written form is a declaration by facsimile, letter and e-mail. If such a declaration shall be addressed to Spreadshirt via e-mail, please send it to: email@example.com
10.4 Both parties agree that all rights and duties of these general terms and conditions are subject to the law of the Federal Republic of Germany – excluding recourse to the UN Convention on Contracts for the International Sale of Goods.
10.5 If disputes arise from or in connection with these general terms and conditions, then the Leipzig courts, Federal Republic of Germany, will be the exclusive courts of competent jurisdiction, as far as the contracting party is a merchant according to the Commercial Code of Germany (HGB) or a company according to § 14 German Civil Code based outside of the Federal Republic of Germany.
10.6 If one or several provisions of these general terms and conditions are invalid, this shall not affect the validity of the remaining provisions.
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