The entity you are contracting with is: Vindress, Snekerweg 3, 8701 PZ Bolsward, Netherlands.
Definition of Confidential Information
For purposes of this Agreement “Confidential Information” shall include all information or material that has or could have commercial value or other utility to Vindress, whether or not owned or developed by Vindress, which is not generally known other than by Vindress, and which the Sellers may obtain through any direct or indirect contact with Vindress.
Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Vindress concerning the business, operations, technology and information of Vindress and any third party with which Vindress deals, including, without limitation, business records and plans, trade secrets, processes, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
Exclusions from Confidential Information
Receiving Party’s obligations under this Agreement do not extend to information that is:
publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the seller;
discovered or created by the seller before disclosure by Vindress;
learned by the seller through legitimate means other than from Vindress or Vindress representatives;
is disclosed by seller with the Vindress prior written approval; or
information disclosed by operation of law.
Obligations of the Seller
Seller is responsible for fulfillment based on Seller’s stores policy including timely shipment, delivery, tracking code, returns and exchange, etc.;
Seller is responsible for quality and freshness of their products;
Seller is responsible for disclosing any change to their current product’s ingredients and disclosing any product discontinuation in a timely manner (expectation to be the same day);
Seller cannot at any time attempt to acquire clients that came through the Vindress platform (https://www.Vindress.com/about-us/) . That includes sending marketing materials, emails (besides fulfillment notifications),social media campaigns, etc.;
Seller’s Shipment policy cannot be changed without informing Vindress 1 month in advance; and
Seller is responsible for the accuracy of the information provided during the onboarding process, including business name, logo, address, banking / Paypal, etc.
Obligations of Vindress
- Vindress is responsible for the operation of the platform;
- Vindress is responsible for collecting taxes on products sold on the platform; and
- Vindress will collect 0% commission on Sellers product sales, this does not include taxes and shipping.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Seller’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Vindress sends the seller written notice releasing the seller from this Agreement, whichever occurs first.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of Vindress for any purpose.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
Any misappropriation of Confidential Information in violation of this Agreement may cause the Vindress irreparable harm, the amount of which may be difficult to ascertain, and therefore, the Seller agrees that Vindress shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as the Vindress deems appropriate. This right of Vindress is to be in addition to the remedies otherwise available to the Vindress.
The Seller agrees to indemnify Vindress against any and all losses, damages, claims or expenses incurred or suffered by the Vindress as a result of the seller’s breach of this Agreement.
Attorney Fees and Expenses
In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
The parties’ consent to the exclusive jurisdiction and venue of the federal and state courts located in Leeuwarden, The Netherlands in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.
This Agreement shall be governed in accordance with the laws of The Netherlands.
Successors & Assigns
This Agreement shall bind each party’s heirs, successors and assigns. The seller may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Vindress.