Supplementary Terms of Service for EU and UK Clients

Supplementary Terms of Service for E.U. & U.K. Clients

As used in these Supplementary Terms of Service ("P2B Terms"), "we", "us" and "Trendful" means Trendful Inc., and "you", "your" and "Client" means you (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity).

These P2B Terms supplement and amend the Trendful Terms of Service (“Trendful Terms of Service”) solely for E.U. and U.K. based Clients who use the P2B Services (as defined below). If you do not use the P2B Services, then these P2B Terms do not apply to you.

The "P2B Services" means the core Trendful services that enable E.U. and U.K. based Clients to run their resale businesses in order to buy or consign pre-owned products from consumers located in the E.U. and the U.K., including the Trendful Admin, the Sell Form, and the Resale App, and which services are subject to Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services (the "P2B Regulation") and the retained EU law version of that Regulation as it forms part of the law of the United Kingdom (the "UK P2B Regulation"), respectively. The P2B Services do not include the Out of Scope Services (as defined below).

If the P2B Terms apply to you, then the Trendful Terms of Service, including all of the documents incorporated by reference in the Trendful Terms of Service, govern your use of the P2B Services generally, except as supplemented and amended by these P2B Terms. You may also be subject to other written agreements respecting your use of the P2B Services (for example, if you use the Trendful Enterprise Plan, such agreements are “Additional Agreements” for the purposes of these P2B Terms). In the event of a conflict between the Trendful Terms of Service and these P2B Terms, the P2B Terms will govern, but only to the extent required to resolve such conflict or inconsistency.

Capitalized terms used but not defined in these P2B Terms shall have the meaning given to them in the Trendful Terms of Service or the Additional Agreements, as applicable. The Trendful Terms of Service, these P2B Terms, and, if applicable, any Additional Agreements, in each case to the extent (but only to the extent) they apply to your P2B Services, are collectively referred to as the "EU Terms". By using the P2B Services, you agree that the EU Terms (and any terms and conditions incorporated into them, including the Acceptable Use Policy ("AUP"), Privacy Policy, and Data Processing Addendum) constitute a binding agreement between you and Trendful.

Additionally, if you use additional Trendful services and products, such as Trendful Payouts and Trendful Shipping ("Out of Scope Services"), the separate terms, conditions, and policies applicable to those Out of Scope Services are not subject to the P2B Terms and are not EU Terms unless specifically stated in these P2B Terms.

The P2B Services and all Out of Scope Services are collectively referred to in these P2B Terms as the "Services".

1. Changes to the EU Terms

If we change the EU Terms applicable to your P2B Services, we will provide you with notice as follows, unless the P2B Regulation permits us to provide no notice or a shorter period of notice: (a) if we change the pricing for any of the P2B Services, we will provide you with at least 30 days’ advance notice; (b) if the changes to the EU Terms would require you to make technical or commercial adaptations to the goods or services you offer to sellers (customers) through the applicable P2B Services, we will give you a minimum of 15 days’ advance written notice (or such longer notice period that is reasonable and proportionate in the circumstances); and (c) if we otherwise substantively modify the EU Terms, we will provide you with at least 15 days’ advance written notice.

Subject to the exception below, if you do not agree with any of these changes, before the notice period expires you have the right to cancel your Account and terminate the EU Terms in accordance with the applicable termination provisions of the EU Terms (without prejudice to any accrued rights or obligations), and you agree that this is your sole remedy in respect of such changes. If we provide you with notice of a change to the EU Terms under Section 1(c) above, and you make new or further Products (as defined in Section 2) available to your customers through the P2B Services after you have been provided with written notice, you will have waived your right to terminate your P2B Services for that change in accordance with the P2B Regulation.

2. When can Trendful restrict, suspend, or terminate your account?

Under the EU Terms, Trendful may restrict, suspend, or terminate your Account, your access to the Services, or certain products and services (“Products”) you make available through your resale business. Such restriction, suspension, or termination may happen for the following reasons:

2.1. If you breach or violate any of the EU Terms (as determined in the sole discretion of Trendful), including (without limitation): (i) the AUP; or (ii) any terms and conditions applicable to your use of the Out of Scope Services;

2.2. If your Fees remain outstanding for longer than 60 days (as described in Section 24 of the Trendful Terms of Service);

2.3. If there is a dispute about the rightful ownership of your Account and Trendful, acting reasonably, is not able to determine the rightful Store Owner (as described in Section 5 of the Trendful Terms of Service);

2.4. If you engage in verbal or written abuse of any kind (including threats of abuse or retribution) of any Trendful client, Trendful employee, member, or officer (as described in Section 5 of the Trendful Terms of Service); or

2.5. If we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with your use of the P2B Services (as described in Section 25 of the Trendful Terms of Service).

Where required by the P2B Regulation, if we restrict, suspend, or terminate your access to the P2B Services, we will provide you with a statement of reasons for that decision, and any applicable notice period, in accordance with the P2B Regulation.

3. Client Termination Rights

You can cancel your Account and (without prejudice to any accrued rights or obligations) terminate the EU Terms (or any Additional Agreements) as described in the Trendful Terms of Service, or any Additional Agreements (to the extent that they are applicable).

4. Access to and use of Store Data

(1) Your access

You can view or export the following information from your Trendful Admin account by logging into your Account:

• information that you provide when setting up and managing your Trendful Admin account, such as your contact information, your member contact information, your offer information, your shipping location(s) information, your billing information, and your customer information; and
• business information that is generated from the use of your Trendful Admin account by you and/or your sellers (customers), such as details of offer transactions, payouts, invoices for shipping labels, and subscription payments for our Services, and analytics reports about your Trendful Admin account.

You can contact us to access the following other information that is not accessible by logging into your Account (i.e., the following information is “contractually accessible”):

• information that you provide when setting up your Trendful Admin Account, Sell Form and Resale App customization, billing and shipping cost history, and information collected pursuant to Know-Your-Customer checks or to comply with other legal obligations, such as your ID; and
• other information generated through your use of the P2B Services, such as your tax documentation about your Trendful Admin account, a record of your interaction with our client support team, and usage data that we retain about your access to your Trendful Admin account, such as IP logs.

Except as stated above, you do not have the technical ability or any right to access personal information or Confidential Information relating to third parties. For example, you do not have the right to access information relating to other Clients, or to customers interacting with other Clients’ Resale Apps, Sell Forms, or Trendful Services independent from your Trendful Admin account. You also cannot and do not have the right to access any information on Trendful’s decisions about or investigations into your eligibility for any of the P2B Services.

Following termination of the P2B Services, you may request a copy or export of the personal information that relates to you during the retention window described in Section 25.6 of the Trendful Terms of Service (currently ninety (90) days), and Trendful will provide it pursuant to our Privacy Policy and Data Processing Addendum. After that window, all personal information associated with your Trendful Admin account is deleted, except as legally required or as otherwise provided in Section 25.6 of the Trendful Terms of Service. Non-personal and aggregated information is retained.

(2) Trendful’s access

Trendful has the technical ability and right to access all data provided by you and/or by your sellers (customers) and/or generated through Trendful’s provision to you of the P2B Services. Trendful’s collection, use, and disclosure of personal information about you and your customers is governed by our Privacy Policy and our Data Processing Addendum.

(3) Third-Party Services’ access

If you install or enable Third-Party Services for use with the P2B Services, you permit us to allow the applicable Third-Party Provider to access your data and other Materials and to take other actions as required for the interoperation of the Third-Party Service with the P2B Services. Any exchange of data or other Materials or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider.

Third-Party Providers used by Trendful to provide the P2B Services may have the technical ability to access the data referred to in (2) above, but this is necessary for the proper functioning of the P2B Services, and Trendful imposes contractual restrictions on such providers’ access to and use of that data (and, to the extent such data is personal information, please see further our Privacy Policy and our Data Processing Addendum).

For a list of cookies used by us and third parties on our site, cookies that we place when we power a Client’s Resale App, and an explanation of how you can opt out of certain types of cookies, please see our Cookie Policy.

5. Intellectual Property Rights

Section 16 of the Trendful Terms of Service outlines your rights regarding your ownership and control of your intellectual property (such as logos, trademarks, or brand names) in relation to your use of the P2B Services, together with any rights you may give Trendful in connection with such use.

6. Internal Complaint-Handling System

Trendful is a small enterprise (fewer than 50 staff and annual turnover and balance sheet total at or below €10 million) and is therefore exempt from the internal complaint-handling obligation under Article 11 of the P2B Regulation. Trendful nonetheless makes an internal complaint-handling system available to you voluntarily and free of charge.

If you wish to make a complaint related to any of the following, where they affect you in particular: (1) concerns about Trendful’s provision of the P2B Services under the P2B Regulation; (2) technological issues directly related to Trendful’s provision of the P2B Services to you; or (3) measures taken by Trendful in respect of its provision of the P2B Services which affect you; please contact Trendful at contact@trendful.com.

Your complaint will be reviewed and forwarded to the appropriate internal resources to consider the concern you have raised. Trendful will aim to handle complaints in a timely and effective manner and to communicate the outcome to you.

7. Mediators

As a small enterprise, Trendful is also exempt from the obligation under Article 12 of the P2B Regulation to identify mediators in these P2B Terms. Trendful nonetheless remains willing, on a voluntary basis, to attempt to resolve disputes relating to the P2B Services through mediation. In addition to the complaint-handling system described above, either party may request the other to engage in mediation of a dispute that arises with respect to the P2B Services, including a complaint that could not be resolved through our internal complaint-handling system, and both parties will engage in good faith in any such mediation.

8. Relationship with Dispute Resolution in the Trendful Terms of Service

The Trendful Terms of Service provide for binding arbitration and a class action waiver (Section 12 of the Trendful Terms of Service). For disputes relating to the P2B Services with E.U. and U.K. based Clients, the internal complaint-handling and mediation provisions of these P2B Terms and the P2B Regulation apply and, to the extent required by the P2B Regulation or other mandatory applicable law, govern over the arbitration and dispute resolution provisions of the Trendful Terms of Service. Nothing in the Trendful Terms of Service limits any right you have that cannot be limited or waived under mandatory E.U. or U.K. law, including your right to bring proceedings before the competent courts.

9. General

9.1. Severability. If any provision of the EU Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of the EU Terms shall remain in full force and effect.

9.2. Waiver. The failure of either party to exercise or enforce any right or provision of the EU Terms shall not constitute a waiver of such right or provision or any other provision of the EU Terms or otherwise affect the rights of such party.

9.3. Entire Agreement. The EU Terms and any documents incorporated by reference constitute the entire agreement between the parties respecting your use of the Services and supersede any prior written or oral agreements between the parties with respect to the Services.

9.4. Survival. All sections of the EU Terms that by their nature should survive termination will survive such termination.