FlipSide International – General Terms & Conditions
Last Updated: August 4, 2024
1. Introduction
Welcome to FlipSide International. By signing up as a Brand Client, you agree to comply with and be bound by the following terms and conditions. This agreement covers the GBM Platform and the industry covering the consumer products supply chain.
2. Account Registration
2.1 Eligibility
You must be a representative of your company (Brand Client), fully authorized to act on behalf of the Brand Client with respect to agreement of these terms and conditions.
2.2 Information
You agree to provide accurate and complete information during registration and update it as necessary.
3. Use of Services
3.1 License
FlipSide grants you a non-exclusive, non-transferable license to use the platform for business purposes.
3.2 Restrictions
You agree not to misuse the platform, including but not limited to distributing spam, engaging in unlawful activities, or violating intellectual property rights. The Brand Client agrees to uphold laws in all countries in which it operates business through the GBM, including but not limited to, ensuring compliance with local regulations, refraining from engaging in unlawful activities such as fraud or illegal trade practices, respecting intellectual property rights, and preventing the distribution of spam or other unauthorized communications.
4. Commissions, Fees and Payments
4.1 Commissions
Six percent (6%) of sales will be deducted from each invoice on all orders processed through Flipside’s company and tax structure and/or all orders facilitated through the GBM.
4.2 Payment Terms
Flipside will deduct commissions from paid invoices. Relevant activities and balances will be reflected in the GBM Dashboard.
4.3 Fees for Services
For paid non-sales services, such as GBM Live, fees will be paid as posted on the GBM platform.
5. Intellectual Property
5.1 Brand Client IP Rights
FlipSide International respects and honors the intellectual property rights of Brand Users. All content provided by Brand Users, including trademarks, logos, designs, and other proprietary materials, remain the exclusive property of the Brand User.
5.2 License to Use
By submitting content to FlipSide, Brand Users grant FlipSide a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute the content solely for the purpose of providing the services.
5.3 Protection
FlipSide will not use, modify, or distribute Brand User content outside the scope of the provided services without prior written consent.
5.4 Infringement
If you believe your intellectual property rights have been violated, please contact us immediately so we can take appropriate action.
6. Confidentiality
6.1 Definition
“Confidential Information” includes any non-public information disclosed by either party to the other, whether in writing, orally, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
6.2 Obligations
Both parties agree to:
- Use the Confidential Information solely for the purposes of providing or using the services.
- Protect the confidentiality of the Confidential Information with the same degree of care that each party uses to protect its own confidential and proprietary information, but no less than reasonable care.
- Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, and agents who need to know the information to fulfill the purposes of these terms and who are bound by confidentiality obligations at least as restrictive as those herein.
6.3 Exceptions
Confidential Information does not include information that:
- Is or becomes generally known to the public without breach of any obligation owed to the disclosing party.
- Was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party.
- Is received from a third party without breach of any obligation owed to the disclosing party.
- Was independently developed by the receiving party.
7. Services and Operations
7.1 Importer of Record
- Responsibility: FlipSide will act as the importer of record for all Brand Client goods entering the designated territory. As the importer of record, FlipSide is responsible for ensuring that all imported goods comply with the applicable customs regulations, duties, and taxes.
- Compliance: The Brand Client must provide all necessary documentation and information required by customs authorities in a timely and accurate manner. Any delays or fines due to incomplete or inaccurate information provided by the Brand Client will be the responsibility of the Brand Client.
- Indemnification: The Brand Client agrees to indemnify and hold FlipSide harmless from any claims, penalties, or liabilities arising from non-compliance with import regulations caused by the Brand Client’s actions or omissions.
7.2 Warehouse
- Storage Conditions: FlipSide will store the Brand Client’s goods in a GBM Certified Warehouse, which meets industry standards for safety, security, and environmental conditions. FlipSide will take reasonable steps to protect the goods from damage, theft, or loss.
- Inventory Management: FlipSide will maintain accurate records of the inventory stored in the warehouse. The Brand Client can access these records through the GBM Software Platform.
- Liability Limits: FlipSide’s liability for any loss or damage to goods stored in the warehouse is limited to the landed cost value of the goods at the time of the loss or damage, and only if such loss or damage is due to FlipSide’s negligence or willful misconduct.
7.3 Order Handling
- Order Processing: All orders from customers will be processed through the GBM Software Platform. FlipSide will ensure timely and accurate handling of orders, including picking, packing, and shipping.
- Shipping and Delivery: FlipSide will use reputable carriers for shipping and will provide tracking information to the Brand Client and customers. Delivery times may vary based on the destination and shipping method chosen.
- Returns and Refunds: FlipSide will handle returns and refunds in accordance with the Brand Client’s policies, as communicated to FlipSide. The Brand Client is responsible for any costs associated with returns, unless FlipSide is at fault.
7.4 Service Providers
- Access to Providers: GBM users will have access to various service providers through the GBM Software, including but not limited to logistics, marketing, and customer service providers.
- Third-Party Services: While FlipSide facilitates access to these service providers, it does not warrant the quality or suitability of third-party services. The Brand Client must conduct its own due diligence before engaging any service provider.
- Liability: FlipSide is not liable for any actions or omissions of third-party service providers. Any disputes or issues arising from the services provided by these third parties must be resolved directly with the service provider.
7.5 Insurance
- Insurance Coverage: FlipSide will maintain appropriate insurance coverage for its warehouse operations and transportation services.
- Claims Process: In the event of loss or damage, FlipSide will assist the Brand Client in filing claims with the relevant insurance provider.
7.6 Compliance and Audits
- Regulatory Compliance: FlipSide will comply with all applicable laws and regulations related to its services, including customs, import/export, and warehouse management regulations.
- Territory Compliance: The Brand Client will comply with all applicable laws, regulations and product compliance related to its products.
8. Privacy Policy
Your use of the platform is also governed by our Privacy Policy.
9. Termination
9.1 Termination by User
You may terminate your account at any time by contacting customer service.
9.2 Termination by FlipSide
FlipSide reserves the right to suspend or terminate your account for violations of these terms.
10. Limitation of Liability
FlipSide will not be liable for any indirect, incidental, or consequential damages arising out of or in connection with your use of the platform.
11. Governing Law
These terms are governed by and construed in accordance with the laws of the Netherlands.
12. Changes to Terms
FlipSide reserves the right to modify these terms at any time. We will notify users of significant changes through the platform.
13. Contact Information
For any questions or concerns, please contact us at:
- Email: info@flipsideinternational.com
- Phone (EU): +31 20 259 5779
- Phone (US): +1 909 274 0221
By creating an account, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.