1.1 These general terms and conditions (as amended and updated from time to time, these “Terms and Conditions”) are applicable when you (the “Customer” or “you”) are using any of the services offered on the online platform provided by Spherio Group AB (publ), reg. no 559026-0963, or another entity within the same group as Spherio Group AB (publ) (“Spherio”), enabling clients (the “Clients”) to launch their own digital resale offering second-hand, samples, outgoing stock and/or returns, within the Client’s own branding (the“Platform”).
1.2 YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES, OR BY PURCHASING ANY PRODUCTS FROM OR THROUGH THE PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.
1.3 These Terms and Conditions constitutes a binding agreement between Spherio and a Customer (the “Agreement”). When using the Platform and the services provided by the Client through Spherio, the Customer undertakes to comply with these Terms and Conditions together with any specific terms as well as other rules and instructions as Spherio is publishing from time to time. Furthermore, a Customer is obliged to observe applicable laws, rules and order of competent authority when using the Platform.
In these Terms and Conditions, capitalized terms shall have the meanings set out below unless otherwise stated.
“Agreement” has the meaning set out in section 1.3 herein.
“Article” means (i) a Client’s piece that is prepared and uploaded by Spherio on the Platform, or (ii) a piece that the Customer would like to sell to a Client through the Second Hand Service.
“Business Day” means a day (other than a Saturday or Sunday) when banks are open for general banking business (other than by internet services) in Sweden.
“Buyer” means a Customer that purchases or seeks to purchase an Article using the Platform and the Services.
“Client” has the meaning set out in section 1.1 herein.
“Customer” has the meaning set out in section 1.1 herein.
“PA” has the meaning set out in section 4.1.1 herein.
“Platform” has the meaning set out in section 1.1 herein.
“Resale Store” means a Platform where a Client sells its Articles to Customers.
“Second Hand Article” has the meaning set out in section 5.1 herein.
“Second Hand Services” means a service offered to Customers where Spherio assists Customers in the sales process of an Article to a Client.
“Seller” means a Customer who orders the Second Hand Service through the Platform and the Services.
“Services” means (i) the Resale Store, and (ii) the Second Hand Services.
“Spherio” has the meaning set out in section 1.1 herein.
“TPPPS” has the meaning set out in section 3.3.1 herein.
3 The Platform and the Services
3.1.1 The Platform provides an opportunity for listing of Articles by Clients and enables contact to be made between presumptive Customers and Clients in order to sale and purchase Articles.
3.1.2 Spherio offers two different Services; (i) the Resale Store, where a Client sells its Articles on the Platform to Customers, and (ii) the Second Hand Service, where Customers may sell Articles to Clients.
3.2 Using the Platform and the Services
3.2.1 You understand and agree that you are solely responsible for compliance with any and all applicable statutes, regulations and industry standards in regard to the usage of the Platform, the Services and in connection therewith. In connection with your use of the Platform or the Services, you may not, and you agree that you will not:
(a) violate applicable statutes, regulations and industry standards, any government authority edict or court order, including, without limitation, real estate zoning restrictions and tax regulations;
(b) use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Platform or the Services;
(c) use the Platform or the Services for any commercial or other purposes that are not expressly permitted by these Terms and Conditions;
(d) copy, store or otherwise access any information contained in the Platform or the Services in ways or for purposes not expressly permitted by these Terms and Conditions (such as attempting to copy or replicate the Platform);
(e) attempt to interfere with or damage the Platform or the Services, through the use of viruses or other software or similar methods or technology;
(f) use our Platform or Services in connection with the distribution of unsolicited commercial email (so called “spam”);
(h) contact a Client for any purpose than relating to a specific Article;
(i) recruit or otherwise solicit any Customer or Client to join third-party services or websites that are competitive to Spherio;
(j) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
(k) not use hateful, obscene, offensive, racist, sexual, or violent language or words when using the Platform and the Services;
(l) not abuse the Platform or the Services, including but not limited to, by purchasing more than five (5) Articles and returning a majority of such Articles;
(m) not put up an item for sale in order to, wholly, or in part, (in Spherio’s sole discretion) cause offense to others; or
(n) advocate, encourage, or assist any third party in doing any of the foregoing.
3.2.2 Spherio has the right to take such action as Spherio deems necessary or desirable to conduct an inquiry into, or prevent, a breach of any of the above or of these Terms and Conditions, including but not limited to, suspension or cancellation of a Customer (including causing thereby the immediate cessation of any such Customer’s ongoing transactions under the Platform and the Services).
3.2.3 Spherio has the right to undertake such precautionary measures as it deems fit to ensure a Customer’s compliance with these Terms and Conditions and general good conduct therein, including without limitation, (i) monitoring and moderating Customer activities on the Platform and the Services, and (ii) providing functionality for Customers to flag activity as inappropriate or in breach with these Terms and Conditions. This provision shall not limit Spherio from undertaking any such action or making any such claims as it deems necessary and appropriate. Spherio retains the right to claim for damages caused to Spherio by way of Customer’s breach of these Terms and Conditions or any other action undertaken by Customer to cause harm to Spherio, other Customers or the Platform and the Services as such.
3.3 Third Party Payment Processing Services
3.3.1 You can through the Platform use third party payment processing services provided by third parties as described below (“TPPPS”). When choosing to employ such service you accept that you are entering into an agreement with a third party and will be subject to the applicable terms and conditions of such agreement. These Terms and Conditions do not apply to TPPPS and no recourse may be found hereunder in relation to any claim or dispute under such agreement. NOTE THAT YOUR RELATIONSHIP WITH THE TPPPS PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH TPPPS PROVIDERS.
3.3.2 Spherio makes no effort to review any TPPPS or the terms and conditions thereof for any purpose, including but not limited to, accuracy or legality and Spherio is not responsible for any TPPPS providers conduct.
4 Resale Stores
4.1.1 The Resale Store is a platform where Customers may purchase a Client’s Articles. The Client and the Customer who would like to purchase an Article enter into a Purchase Agreement (“PA”) that reflects the terms set out in the specific Article. The PA is entered into through the Platform.
4.1.2 All PAs are subject to Swedish legislation regarding consumer rights, including, inter alia, the Consumer Sales Act (Sw. Konsumentköplagen), the Consumer Services Act (Sw. Konsumenttjänstlagen), Distance and Doorstep Sales Act (Sw. Distansavtalslagen), as applicable. In case of a dispute between Spherio and a Customer, Spherio will act in accordance with the decisions from the Swedish National Board for Consumer Disputes.
4.2 Pricing and Payment
4.2.1 Each Article is stated with a fixed price. VAT is included in the price and listed separately.
4.2.2 Spherio and/or the Client reserves the right to adjust the fixed price at any time before entering into a final PA.
4.2.3 The Customer may choose one of the payment options offered by Spherio. Each payment option is provided by a TPPPS and for the use of the service the TPPPS’s certain terms and conditions are stated under “read more” when the Customer chooses type of payment.
4.3 Other marketplaces
Spherio or the Client may link Articles from the Platform to other marketplaces to increase the visibility of the Articles. For avoidance of doubt, these Terms and Conditions shall apply to all Articles, regardless of the marketplace of the Article.
4.4.1 Spherio provides shipment from its warehouse on behalf of the Client when a Customer is purchasing an Article from the Resale Store. The Customer must through the Platform enter the requested information and make necessary choices with regards to shipment. Once all information has been filled in, the price for the shipment and estimated time for the delivery will be specified. All shipments from Spherio are delivered Ex Works (Incoterms 2010).
4.4.2 If the Customer does not collect a sent package, the Client and Spherio reserve their rights to charge the costs of return shipping, handling and administrative fees in accordance with the price list set forth here.
4.5.1 The Buyer has the right to return a purchased Article as set out in the Distance and Doorstep Sales Act including, inter alia, a right to make returns within fourteen (14) days, starting from the date the Article was delivered to the Customer. However, if a Customer abuses the Services by, e.g., returning a majority of bought Articles, Spherio is in its sole discretion entitled to immediate suspend or cancel such Customer from using its account and to take such other actions as Spherio deems necessary.
4.5.2 If a Customer wants to return an Article, the Customer shall order a freight label by sending an email to firstname.lastname@example.org. When the Customer has received the freight label, the Customer must attach the label on the package and drop it off at a DHL-service point, whereby the Customer has claimed its return (provided that this is completed before fourteen (14) days after Customer received the Article).
4.5.3 Spherio may charge a shipping fee for a return in accordance with what is stated from time to time in the price list, which can be accessed here.
4.5.4 If the return of the purchased Article is accepted by Spherio, the paid amount will be refunded within ten (10) Business Days.
4.5.5 Spherio reserves its right to decline a return if the Article does not have its price tags or other security sealings left, if the Article has been used by the Customer or if the Article in any other way has been damaged by the Customer.
4.6.1 You assume certain risks in using the Platform and the Services. Spherio is not involved with, nor provides a warranty for, any transaction between Buyer and Client, nor has title to any Articles, and is not the Buyer or Seller in any transaction. You as a Buyer agree and understand that you assume and bear all of the risks in purchasing Articles on the Platform.
4.6.2 Notwithstanding what is stated in section 4.6.1, PAs executed in the EEA through the Resale Store are subject to consumer protection legislation as set out in different statutory instruments from the European Union and harmonised into statutory law in each member state of the European Union, as applicable. Purchases made in Sweden are subject, inter alia, the Consumer Sales Act, the Consumer Services Act, Distance and Doorstep Sales Act, as applicable.
5 Second Hand Services
The Second Hand Service is a service offered to Customers whereby Spherio assists Customers with the sales process of an Article (the“Second Hand Article”) to a Client through the Platform and the Services. The Second Hand Services include delivering of a pick-up bag, pick-up at the Customer’s location, delivery of the Second Hand Article to Spherio and preparing the Second Hand Article in order to determine whether it can be sold or not and for what value.
5.2 Using the Second Hand Service
5.2.1 If a Customer wants to use the Second Hand Service, the Customer shall order a pick-up bag through the Platform and follow such instructions as set out therein, including providing to Spherio a finalised and approved Second Hand Sales Form as available on the Platform and in the pick-up bag from time to time. Spherio does not take responsibility if an item in a pick-up bag is damaged, lost or delayed during the shipment to Spherio. The Customer cannot request Spherio to cancel a Second Hand Service and return a Second Hand Article when the pick-up bag has been picked up for shipment to Spherio.
5.2.2 Spherio and a Customer enter into a PA through the Platform that reflects the terms of the sale of the Second Hand Article. All PAs are subject to Swedish legislation regarding consumer rights, including, inter alia, the Consumer Sales Act, the Consumer Services Act, Distance and Doorstep Sales Act, as applicable. In case of a dispute between Spherio and a Customer, Spherio will act in accordance with the decisions from the Swedish National Board for Consumer Disputes.
5.2.3 Spherio values each item sent in the pick-up bag, according to its own arbitrary judgement. Spherio will donate an item to charity if the item (i) has a retail price that is too low in relation to the list price of such item in Spherio’s sole opinion, (ii) is not a brand as specified in the Platform and the Services from time to time, or (iii) is not in a sellable condition in Spherio’s sole opinion. Spherio reserves the right to refuse to sell any submitted item for any reason. If Spherio decides not to sell a Second Hand Article and instead donate it, Spherio does not have any obligation to inform the Customer before an item is donated.
5.2.4 If Spherio refuses to sell a submitted item that fulfils the requirements in section 5.2.3, Spherio shall return such submitted item to the Customer at Spherio’s cost.
5.3 Pricing and payment
5.3.1 If the retail price referred to in section 5.2.3 is determined to a sufficient amount for re-selling, the Second Hand Article will be sold to the Client and the Customer will receive a voucher of an amount pre-determined by the Client. The voucher can only be used in such Client’s Resale Store and, if applicable, the Client’s own physical and/or e-commerce store. Within five (5) Business Days from Spherio’s receipt of the Second Hand Article, the voucher will be sent to the email address designated by the Customer when ordering the Second Hand Service, provided that the Second Hand Article is, in Spherio’s sole opinion, of such nature that the product is estimated to be sellable on behalf of the Client. If products are not being approved by Spherio, the Customer will receive a notification within five (5) Business Days after completed review by Spherio.
5.3.2 Spherio may charge a fee from a Customer that orders the Second Hand Service, which, if applicable, will be stated in the check-out at the Platform. The fee is charged for the pick-up bag, the shipping of the Second Hand Article and the handling and administration of the Second Hand Article. The Customer may choose one of the payment options offered by Spherio to pay the fee for the Second Hand Service. Each payment option is provided by a TPPPS and for the use of the service the TPPPS’s certain terms and conditions are stated under “read more” when the Customer chooses type of payment.
5.4 The Customers’ responsibilities
5.4.1 The Customer is well informed and knowledgeable concerning the Customer’s duties as regards the Second Hand Article as stipulated in applicable statutes, regulations, government authority edicts and other binding rules and applicable standards.
5.4.2 The Customer shall:
(a) ensure that he/she has legal title to the Second Hand Article, as delivered through the Second Hand Service;
(b) ensure that the items sent with the Second Hand Service are in a sellable condition, including but not limited to, free from pests, vermin and similar defects;
(c) ensure that the Customer possesses, respects and follows, all permits, authorisations, certificates and the like that are required for the Second Hand Article and the sale thereof; and
(d) ensure to provide Spherio with a receipt of the purchase of a Second Hand Article upon Spherio’s request.
5.4.3 For the avoidance of doubt, the Customer is not allowed to use the Second Hand Service to sell, including but not limited to, brand copies, drugs, weapons, animals and other inappropriate items.
5.4.4 The Seller shall indemnify and hold Spherio harmless for any damage, cost, expense or loss (in all cases direct or indirect) caused to Spherio (or Spherio’s associates) as a result of or in connection with, including but not limited to, (a) claims made by a Client, the Buyer or a third party, (b) fines or fees levied by government authorities or court due to breach with applicable statute or regulation or in any other manner negligently produced by the Customer, (c) Seller’s breach of or lack of compliance with these Terms and Conditions, and (d) Seller’s claims against Spherio for any of the above reasons or arising from Seller’s contributory negligence.
6 Amendments to the Agreement, the Platform and the Services
6.1 Spherio reserves the right, at its sole discretion, to modify the Platform or the Services or to modify these Terms and Conditions at any time and without prior notice. If Spherio modifies these Terms and Conditions, a notice of the modification will be posted via the Platform or provide you with notice of the modification through email. Spherio will also update the “Last Updated Date” at the top of these Terms and Conditions. By continuing to access or use the Platform or the Services after Spherio has posted a modification via the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms and Conditions. If the modified Terms and Conditions are not acceptable to you, your only recourse is to cease using the Platform and the Services.
6.2 Spherio reserves the right to, at its sole discretion, immediately, and without prior notice to Customers or other users, shut down the Platform and Services from time to time. Spherio also reserves the right to immediately interrupt, limit or cancel the use of the Platform or Services in their entirety as well as to a limited extent (without any remuneration being paid to Customers or other users of the Services). Spherio does not undertake any service provider responsibility and gives no guarantee as to the functioning of the Services.
7 Intellectual property rights
7.1 The Platform and the Services are protected by copyright, trademark, and other laws of Sweden and foreign countries. You acknowledge and agree that all materials contained on, in, or available through the Platform and the Services, including all text, designs, trademarks, logos, audio clips, photographs, images, videos, graphics, data, information, source code, software compilations, and other materials, including the selection and arrangement thereof (“Content”) are protected by copyright, trademark, trade dress, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms and Conditions. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof inherent in or appurtenant to the Content, whether registered or not, are our sole property or the property of our third-party contributors and/or Clients. The Content may also be protected as a collective work or compilation under Swedish copyright and other laws and regulations. You agree to abide by all applicable copyright and other laws. Any use of the Services or the Content other than as specifically authorized herein is strictly prohibited. Nothing in these Terms and Conditions shall be construed as issuing of a license to a Buyer to the intellectual property of Spherio, except insofar as is expressly stated herein.
7.2 The Platform may link to websites or services of third parties. Spherio is not responsible for such third-party websites or services, neither as regards to their functionality nor to their suitability.
You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Platform and the Services. You may not copy (except as expressly permitted by these Terms and Conditions) or publish the Platform or the Services in whole or in part for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Platform and the Services, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Platform, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Platform or the Services in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.
Spherio is entitled to refer to the Customer as a user of the Services in sales-related material, press releases and other marketing material.
9.2 Termination and cancellation
9.2.1 Customers and other users may not terminate these Terms and Conditions but have only the right to cease with the use of the Platform or the Services.
9.2.2 Spherio reserves the right to immediately prevent and deny you from using the Platform or the Services, without respect to any period of termination and without giving account of any reasons.
9.3 Force majeure
If the performance of the Agreement or any obligation hereunder is prevented or restricted by reasons beyond the reasonable control of Spherio including, but not limited to, computer related attacks, hacking, or acts of terrorism, Spherio shall be excused from such performance and liability to the extent of such prevention or restriction. This shall also apply to damages incurred due to Swedish or foreign enactments, governmental actions, pandemics, epidemics, wars, strikes, blockades, boycotts, lock-outs or other similar circumstances affecting the Services, even if Spherio itself is involved in the strike, blockade, boycott or lock-out.
9.4 Specific disclaimers and clarifications
9.4.1 Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable laws, Spherio expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
9.4.2 To the maximum extent permitted by law, Spherio makes no warranty that (i) you will be able to sell or purchase any products through the Services or that the Services will otherwise meet your requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, or (iv) the quality of any goods, services, information, or other material purchased or obtained by you through the Services will meet your expectations.
9.4.3 Spherio makes no warranty or guarantee regarding the authenticity, quality, safety, or legality of any products offered or sold through the Services, nor the truth or accuracy of any listings, or ability of buyers and sellers to transact any business on the Services.
9.4.4 The laws of certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the disclaimers, exclusions, or limitations set forth in these terms might not apply to you, and you might have additional rights.
9.5 Limitations on Liability
9.5.1 Spherio is not liable for: (1) purchases, sales, or other obligations that may arise between Customers and Clients; (2) any damages that result through your use of the Platform and the Services; and/or (3) any cost of substitute goods or services.
9.5.2 You are solely responsible for your purchase or sale transactions. You agree that Spherio will have no liability or responsibility with respect to such purchases or sales. Spherio reserves the right but is under no obligation to become involved in any dispute between you and a Client.
9.5.3 To the maximum extent permitted by law, you understand and agree that in no event shall Spherio be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the service and/or products, whether or not Spherio has been advised of the possibility of such damages, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with this agreement, or from any communications, interactions or meetings with other users of the service, on any theory of liability (including contract, tort including negligence, or howsoever otherwise) arising out of, in connection with, or resulting from (1) the use or inability to use the Services; or (2) any other matter related to the Services.
9.5.4 To the maximum extent permitted by law, under no circumstances will Spherio be liable to a Customer, regardless of whether the claim is based in contract, tort including negligence, strict liability, or otherwise, for more than the greater amount of (1) the fees that you have paid to Spherio as a Seller in the six (6) months prior to the accrual of the claim, or, (2) SEK 10,000.
9.5.5 The limitations of this section will not apply to any liability that cannot be excluded or limited by law.
9.5.6 Our Clients, partners and service providers will have no liability of any kind under these Terms and Conditions.
By using the Services, you agree to defend, indemnify and hold us, our affiliates, Clients, officers, members, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Platform and the Services, including without limitation any violation of these Terms and Conditions by you (collectively “Indemnified Matters”). We shall control the defence of any Indemnified Matters through counsel of our choice.
Any notices or other communications permitted or required hereunder (i) by Customers or other users shall be made in writing to email@example.com, (ii) by Spherio shall be made by posting via the Platform or by written notice via e-mail to such e-mail as the Customer has listed in their Customer information to Spherio.
9.8.2 You acknowledge that Spherio is under no obligation to supervise your use of the Platform or the Services, but that Spherio has the right to do so if Spherio finds it suitable.
10 Applicable law and dispute resolution
10.1 These Terms and Conditions and any non-contractual obligations arising in relation hereto, shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its conflict of law rules and principles.
10.2 Spherio also complies with the Swedish National Board for Consumer Disputes (Sw. Allmänna reklamationsnämnden) decision in the event of a dispute.
10.3 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by the City Court of Stockholm as the first instance.
10.4 This section 10 is for the benefit of Spherio only. As a result, Spherio shall not be prevented from taking proceedings relating to a dispute in any other courts with jurisdiction. To the extent allowed by law, Spherio may take concurrent proceedings in any number of jurisdictions.