Terms and conditions

General Terms and Conditions
 for the use of the SPLEXS International Trade BV

  1. General Provisions
    1. SPLEXS International Trade BV, Tussen Meer 1-B, 1068 EX, Amsterdam, registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 69652066, provides an online platform under the domain www.splexs.com. The Platform provides online tools and matching algorithms for promotion, getting in contact, business initiation and qualification, exchanging information and general market intelligence. Upon entering into a subscription agreement for the use of the Platform with SPLEXS International Trade BV, manufacturers of garment and textile products, brands, retailers and other buyers of such products can connect over the Platform. SPLEXS International Trade BV will constantly develop and improve the services on the Platform to allow manufacturers and suppliers to display their products on their individual profile and to offer the manufacturing of products to buyers and to allow brands, retailers and other buyers to display their demands on their individual profile and to request proposals for manufacturing.
    2. The following terms and conditions apply between SPLEXS International Trade BV and the Members of the Platform relating to all services provided by SPLEXS International Trade BV to such Members on the Platform. By subscribing for the Platform, the Member accepts these terms and conditions for the use.
    3. Terms and conditions deviating from these terms and conditions shall only apply if these are confirmed by SPLEXS International Trade BV in writing.
    4. SPLEXS International Trade BV reserves the right to change these terms and conditions.
      You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.
  2. Registration and Conclusion of the Subscription Agreement
    1. The Platform is only available to natural persons or legal entities acting in the execution of their commercial or independent business activity.
    2. Members who are interested in subscribing to the Platform can file the online registration form for the Platform. Upon registration, SPLEXS International Trade BV may make an offer to the Member to enter into a subscription agreement for the Platform at the subscription fee indicated in the offer and under these terms and conditions. The Member may accept the offer within 14 days by e-mail or by fax or by completing the subscription process within the platform to conclude the subscription agreement. SPLEXS International Trade BV may also provide a subscription form on the Platform, which enables Members to make a binding offer to SPLEXS International Trade BV to enter into a subscription agreement for the Platform at the subscription fee indicated in the subscription form and under these terms and conditions. In such case SPLEXS International Trade BV may accept the subscription for the Platform within 14 days by e-mail or by fax or by a confirmation process within the platform to conclude the subscription agreement. All information indicated in the registration form, in particular contact information and information on whether the Member will use the Platform as manufacturer, buyer or as another user, has to be complete and correct.
    3. Unless otherwise agreed, SPLEXS International Trade BV may invoice the annual fees plus any VAT if applicable in each case in advance. The Member is responsible for and shall ensure the payment of all local sales taxes applicable at the Member’s place of business or any other indirect taxes levied upon the payments made to SPLEXS International Trade BV under the subscription agreement, except for VAT payable in The Netherlands. The Member shall hold SPLEXS International Trade BV harmless against any such claims for taxes by local authorities at the Member’s place of business.
    4. The information provided in the registration process has to be true and complete. If employees of the Member are provided with user profiles, such employees may use pseudonyms for their accounts. The Member has to inform SPLEXS International Trade BV immediately of any changes with respect to the information provided, in particular in terms of e-mail address and billing information.
    5. SPLEXS International Trade BV has the right to withdraw the member’s admission or to block its access to the Platform if the Member is in default of payment of the fees or if there is sufficient reason to assume that the Member is in breach of these terms and conditions.
    6. All log-ins are individualised and may only be used by the respective authorised Member. The Member is obliged to keep the log-in data strictly confidential and to protect them from unauthorised access by third parties. The Member is also responsible for the confidentiality of its employees’ log-ins and shall instruct its personnel accordingly. The Member shall inform SPLEXS International Trade BV without delay of any suspected unauthorised use of the log-in data. SPLEXS International Trade BV reserves the right to change a Member’s log-in data and/or to deactivate the account, if there are indications for an unauthorised access by third parties. In such case, SPLEXS International Trade BV shall inform the Member without undue delay.
  3. Use of the Platform
    1. The Member may use all functions of the Platform that are part of the Member’s membership scheme including the chat function, matching algorithm and the possibility to connect with other Members by using the follow-function. The Members may add information to their profiles on the Platform. Manufacturers may share their products in the virtual show room on the Platform and buyers have the possibility to specify the requirements for their products.
    2. Members are aware that the information provided on the Platform, e.g. information added to the profile and the virtual showroom are accessible for other Members of the Platform. By adding such information to the Platform, Members agree that such information is made available to other Members of the Platform.
    3. Each Member is free to enter into agreements under its own conditions using the functionalities of the Platform. Each Member is solely responsible for any agreements entered into with other Members of the Platform. SPLEXS International Trade BV shall not become a party to any agreements between Members of the Platform and shall not be bound by agreements between Members. SPLEXS International Trade BV is not responsible for the fulfilment of any agreements between Members of the Platform.
    4. It is the sole responsibility of each Member to gather information on other Members they enter into agreements with, e.g. relating to creditworthiness and signing authority. SPLEXS International Trade BV is not responsible for the accuracy or completeness of any information available over the Platform. In particular, SPLEXS International Trade BV is not responsible for any results leading to the suggestion of business partners by use of the search functionalities, recommendations or the matching algorithm.
    5. SPLEXS International Trade BV provides Members with the possibility to add additional user profiles to their membership accounts to enable employees and other assistants to change the profile of the membership account and to communicate with other Members.
    6. SPLEXS International Trade BV reserves the right to amend or extend the content or structure of the Platform as well as the corresponding user interfaces, provided that the fulfilment of the purpose of the contract concluded with the Member is not or not considerably affected as a result.
  4. Member’s Obligations and License
    1. The Member has to ensure that all information shared in the profile is complete, correct and not misleading and does not violate the rights of third parties, in particular the rights of third parties in trademarks, design rights or rights in secret know how.
    2. By uploading content to the Members profile, the Member grants SPLEXS International Trade BV a non-exclusive, perpetual, worldwide right to use the content in particular to reproduce the content and make the content available to the public. The Member grants SPLEXS International Trade BV the right to use such content. in addition, the Member grants SPLEXS International Trade BV, for the term of this agreement, a non-exclusive, worldwide right to use the Member’s company name and logo, and the brand name and brand logos of all of the Member’s and its subsidiaries’ brands displayed on the Platform, as a reference for SPLEXS International Trade BV services, in newsletters and for advertisement.
    3. The Member shall instruct all employees and other assistants, who have log-in information for an additional user profile to the membership account or have access to the log-in information, to comply with these terms and conditions. The Member has to ensure that it is entitled to display personal data of employees on the Platform to the extent such information is used when setting up employee log-ins.
    4. The Member shall be obliged 
(a) to implement and maintain regular data backups of information, which is of commercial and/or legal importance for the Member during the entire term of the contract; 
(b) to ensure the careful handling of log-in information and ensure that no unauthorized person gains access to the log-in information; 
(c) to cooperate with SPLEXS International Trade BV, to the extend necessary to investigate and prevent unauthorized access to the Platform; 
(d) to use the Platform exclusively for the purpose to enable connection between Platform Members for commercial purposes; 
(e) to comply with the SPLEXS International Trade BV Code of Conduct in the latest relevant version.
    5. The Member undertakes to refrain from any activities which endanger the performance of the Platform or disturb other Members. The Member refrains from using crawlers to gather data from the Platform and accessing data which the Member is not entitled to use or to share the data provided on the Platform or by other Members with third parties who are not a Member of the Platform for commercial purposes.
    6. Members shall ensure that the information and data published on the Platform does not contain any malware such as trojans, viruses and similar software. The Member is obliged to compensate SPLEXS International Trade BV for any damages and to hold SPLEXS International Trade BV harmless from any third party claims resulting from the non-compliance with these obligations.
  5. Liability of Platform Operator
    1. SPLEXS International Trade BV shall be fully liable for wilful intent and gross negligence and any harm to body, life and health caused by intent or negligence by SPLEXS International Trade BV, its representatives or other assistants. For slight negligence SPLEXS International Trade BV shall be liable only in case of infringement of essential contractual obligations. The liability in case of infringement of such essential contractual obligation shall be limited to the damages typical for the contract which SPLEXS International Trade BV should have expected when entering into the agreement due to the circumstances known to SPLEXS International Trade BV at that time.
    2. The limitations on liability set out above shall also apply, mutatis mutandis, to SPLEXS International Trade BV employees and other assistants or agents.
    3. To the extent the Platform offers options to redirect to databases, websites, services etc. of third parties, for example through links or hyperlinks, SPLEXS International Trade BV shall neither be liable for the accessibility, existence or security of such databases or services nor for its contents. In particular, SPLEXS International Trade BV shall not be liable for its legality, accuracy and completeness.
  6. Third Party Contents, Data Security, Confidentiality
    1. The Members must not publish content which infringes statutory provisions, official orders or common decency. In addition, Members must not publish content which infringes rights, in particular copyrights and trademark rights, of third parties.
    2. SPLEXS International Trade BV does not review the contents provided by the Members to the Platform and declines any responsibility for such content.
    3. SPLEXS International Trade BV reserves the right to remove any contents if such content violates the applicable statutory law or if SPLEXS International Trade BV has reasons to believe that the content violates the rights of other Members or third parties.
    4. The Member holds SPLEXS International Trade BV harmless against all claims third parties may have due to the infringement of their rights or statutory violations.
    5. SPLEXS International Trade BV ´s servers are secured by industry standard technology, in particular firewalls and/or encryption; however, the Members are aware that there is a risk for all Members of the Platform that data transmitted may be intercepted. This also applies to the integrated messaging system and all other transfers of data. Thus, confidentiality of the data transmitted while using the Platform cannot be guaranteed.
    6. SPLEXS International Trade BV implements economically reasonable measures to reduce downtimes of the Platform to a minimum. However, as any technical system, there can be downtimes of the Platform due to software bugs, maintenance, upgrades etc. The Member is responsible for the implementation of measures to ensure that temporary downtime does not affect the Member’s business operations.
    7. SPLEXS International Trade BV keeps all information provided by its Members and which is designated as confidential information strictly confidential and only uses such information in accordance with these terms and conditions. This does not apply to information that 
- is lawfully known by SPLEXS International Trade BV at the time of receipt and not through a prior disclosure by SPLEXS International Trade BV, 
- is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this agreement by SPLEXS International Trade BV, or 
- is substantially disclosed to SPLEXS International Trade BV by a third party who is not under an obligation to maintain the confidentiality of the information. 
SPLEXS International Trade BV uses high encryption standards to ensure confidentiality of critical data provided to SPLEXS International Trade BV. 
SPLEXS International Trade BV has the right to disclose information in case and to the extent SPLEXS International Trade BV is legally obliged to.
    8. The content provided by Members on the Platform is accessible to other Members of the Platform. SPLEXS International Trade BV does not make such content accessible to third parties which are not Members of the Platform except in case SPLEXS International Trade BV assigns essentially all parts of the Platform to a third party or in case SPLEXS International Trade BV uses such content for references or advertisements as set out in Section 4.2. However, Members are aware that SPLEXS International Trade BV cannot prevent other Members of the Platform from sharing such content with third parties.
  7. Term
    1. The initial term of the subscription as indicated in the offer for the subscription agreement starts with the acceptance of the subscription agreement according to Section 2.2 and shall be extended for another year in each case unless it is terminated by either party at any time before the end of a term, by the end of the term.
    2. Each party shall have the right to terminate this agreement for good cause without a notice period. A good cause for SPLEXS International Trade BV is in particular: 
(a) the breach of provisions of these terms and conditions or the Code of Conduct by a Member which are not remedied within a deadline set; 
(b) criminal activities by a Member or the attempt of such criminal activities, for example fraud; 
(c) if the Member is in default of payment as regards the payment to be made pursuant to Section 2.2 and 2.3 for more than six weeks; 
(d) long-term operational disruptions as a result of force majeure beyond the control of SPLEXS International Trade BV, such as natural disasters or fire.
    3. The notice of termination must be made in writing, or, if available, by using the termination procedure in the members account area on the Platform. Transmission by e-mail or fax is sufficient.
  8. Amendment of the Terms and Conditions for Use
    1. SPLEXS International Trade BV shall inform the Member of amendments of these terms and conditions in writing, by fax, by e-mail or by a message displayed to Members when logging in to the Platform. If the Member does not object to such amendments within a period of two weeks after receipt of the notice, the amendments shall be deemed agreed. SPLEXS International Trade BV shall inform the Members separately of their right of objection and the legal consequences of silence in case of amendment of the terms and conditions.
    2. If the Member objects to the amendment of the terms and conditions SPLEXS International Trade BV has the right to terminate the subscription agreement with two weeks’ notice.
  9. Law and Venue
    1. The Dutch law shall apply, excluding its conflict of laws rules and the UN Convention on the International Sale of Goods.
    2. All disputes, controversies or claims arising in connection with or relating to this agreement or its validity or a breach hereof shall be exclusively and finally settled and resolved by arbitration in accordance with the Arbitration Rules of the Dutch Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The place of arbitration is Amsterdam. Up to a value in dispute of EUR 100,000.00 the number of arbitrators is one. For a value in dispute exceeding EUR 100,000.00 the number of arbitrators is three. The language of the arbitral proceedings is English.
  10. Miscellaneous
    1. Except with the prior written consent of SPLEXS International Trade BV, the Member may not transfer any rights and obligations under this agreement to third parties. The Member will consent to any future transfer of this agreement to a company affiliated with SPLEXS International Trade BV.
    2. The Member may invoke set-off or exercise a pledge or right to retain only if the claims made have been acknowledged by SPLEXS International Trade BV or have been adjudicated in court with legal effect.