Shoptiques Boutique Supplier Terms & Conditions

Effective Date: January 1, 2024

These Boutique Supplier Terms & Conditions ("Terms") govern participation in the Shoptiques retail platform by independent boutiques, retailers, and merchandise suppliers ("Boutique," "Supplier," or "you").

"Shoptiques," "we," "us," and "our" refer to Shoptiques LLC, the operator of Shoptiques.com.

By accepting these Terms during onboarding, through an electronic acceptance process, or through another legally valid agreement, Boutique agrees to the following conditions. Any existing written agreement remains controlling to the extent it conflicts with these Terms unless validly amended or superseded.

1. Retail and Supplier Relationship

Shoptiques operates an online retail business featuring merchandise sourced from independent boutiques and suppliers.

Shoptiques is the retailer and seller of merchandise purchased by customers through Shoptiques.com. Shoptiques manages the customer-facing retail transaction, including checkout, payment collection, customer service, and the administration of refunds and returns.

Boutiques participate as independent merchandise suppliers. Merchandise is offered through Shoptiques and fulfilled using a dropshipping arrangement.

Boutiques generally retain physical possession of merchandise until an order is received. Shoptiques is not required to purchase or maintain inventory in advance of customer orders.

When Shoptiques submits a supplier purchase order and Boutique accepts that order, Shoptiques purchases the applicable merchandise at the agreed supplier price. Boutique fulfills the order by shipping directly to the customer designated by Shoptiques.

Each accepted supplier purchase order constitutes a commercial purchase between Shoptiques and Boutique, subject to these Terms.

Boutique has no direct right to collect payment from customers for orders sold by Shoptiques and shall look to Shoptiques for payment of amounts owed under accepted supplier purchase orders.

2. Independent Contractor Status

Boutiques operate as independent businesses.

Nothing in these Terms creates an employment relationship, partnership, joint venture, franchise, or general agency relationship between Shoptiques and Boutique.

Boutique maintains control over its employees, inventory, facilities, purchasing decisions, and fulfillment operations.

Neither party may bind the other to obligations outside the scope of these Terms without authorization.

3. Eligibility and Account Registration

Boutiques must be legally established businesses authorized to sell the merchandise they supply.

Boutiques agree to provide accurate and current information, including business names, addresses, tax identification information, banking details, ownership information, and relevant licenses or permits.

Shoptiques may request documentation reasonably necessary to verify Boutique's business identity, merchandise authenticity, and operational capabilities.

Shoptiques reserves the right to approve, reject, suspend, or terminate participation based on its merchandising standards, operational requirements, or legitimate compliance concerns.

Boutiques are responsible for maintaining the security of their account credentials and promptly reporting unauthorized account activity.

4. Merchandise Standards

Boutiques represent and warrant that merchandise supplied to Shoptiques:

• Is authentic and legally sourced.

• Is new and unused unless otherwise expressly approved.

• Is accurately described.

• Complies with applicable product safety and labeling requirements.

• Does not infringe third-party intellectual property rights.

• Is free from undisclosed material defects.

• May lawfully be sold and shipped to the intended customer.

Boutiques are responsible for promptly notifying Shoptiques of product recalls, safety issues, counterfeit concerns, or other material product defects.

Shoptiques may remove any merchandise from sale at its discretion.

5. Product Listings and Inventory

Boutiques must provide accurate product information, including descriptions, photographs, sizes, colors, pricing information, and inventory availability.

Boutiques are responsible for maintaining accurate inventory records and promptly communicating changes in availability.

Shoptiques may edit product descriptions, organize merchandise into categories, create promotional materials, and determine the presentation of merchandise on its website.

Shoptiques may discontinue listings that fail to meet its merchandising or operational standards.

Boutiques remain responsible for inventory accuracy until the applicable merchandise is shipped.

6. Supplier Pricing and Commercial Arrangements

Each Boutique's commercial arrangement with Shoptiques is established individually.

Supplier pricing may be calculated using an agreed percentage of the retail selling price, a fixed purchase price, or another mutually agreed pricing methodology.

These arrangements may be referred to commercially as commission rates, supplier discounts, or revenue-sharing percentages. Regardless of terminology, the agreed amount payable to Boutique for a properly fulfilled supplier purchase order constitutes the supplier purchase price.

Shoptiques may negotiate different commercial terms with different Boutiques at its discretion.

There is no universal commission rate or supplier discount applicable to all Boutiques.

Shoptiques generally determines customer-facing retail prices, subject to applicable law and any separately agreed restrictions.

Promotional discounts affecting Boutique's agreed compensation must be authorized under the applicable commercial arrangement or separately agreed.

Changes to a Boutique's agreed pricing terms will apply prospectively following mutual agreement.

7. Customer Orders and Supplier Purchase Orders

Customers purchase merchandise directly through Shoptiques.

Shoptiques is responsible for accepting customer orders and processing customer payments through its authorized payment processors.

Upon receiving a customer order, Shoptiques may issue a corresponding supplier purchase order to the applicable Boutique.

A supplier purchase order becomes binding when accepted by Boutique, including through electronic confirmation or another agreed acceptance method.

Boutique agrees to supply the merchandise described in each accepted purchase order at the agreed supplier price.

Shoptiques may cancel a supplier purchase order before acceptance. After acceptance, cancellations are governed by these Terms and the applicable commercial arrangements.

Boutiques must promptly notify Shoptiques of any inability to fulfill an accepted order.

No substitutions may be made without Shoptiques' authorization.

8. Fulfillment and Shipping

Boutiques are responsible for preparing, packaging, and shipping merchandise directly to customers on Shoptiques' behalf.

Boutiques must comply with the shipping timelines, packaging standards, and fulfillment procedures communicated by Shoptiques.

Boutiques must provide accurate tracking information and promptly report fulfillment delays.

Boutiques are responsible for losses or expenses arising from incorrect merchandise, inadequate packaging, shipping errors, or failure to follow agreed fulfillment instructions.

Shipping charges and reimbursements are governed by the applicable commercial arrangement.

Unless otherwise agreed, Boutique bears the risk of physical loss or damage to merchandise until delivery to the customer, except to the extent caused by Shoptiques or its designated service providers.

Boutique shall cooperate with Shoptiques in resolving shipping claims and delivery disputes.

9. Payment Obligations

Shoptiques shall pay Boutique the agreed supplier purchase price for each accepted and properly fulfilled supplier purchase order.

Payment shall be made according to the payment schedule separately agreed with Boutique.

Once Boutique has properly fulfilled an accepted purchase order, Shoptiques' obligation to pay the applicable supplier purchase price is independent of whether Shoptiques successfully collects the corresponding customer payment.

Shoptiques bears the ordinary risk of customer payment failure, unauthorized payment activity, and payment disputes unrelated to Boutique's performance.

Boutique is not responsible for ordinary customer payment defaults or payment processor losses that do not arise from Boutique's acts, omissions, or breach of these Terms.

Shoptiques may make adjustments for merchandise returns, cancellations, defective products, fulfillment failures, duplicate payments, or other adjustments expressly permitted under these Terms or the applicable commercial agreement.

Shoptiques may temporarily withhold amounts reasonably disputed in good faith while investigating the underlying issue. Undisputed amounts remain payable according to the applicable payment schedule.

Shoptiques shall maintain reasonable transaction records identifying supplier purchase orders, amounts payable, payments made, and applicable adjustments.

10. Returns and Exchanges

Shoptiques generally provides customers with a 14-day return window beginning on the date of delivery, subject to clearly disclosed product-specific exceptions and applicable law.

Boutiques agree to cooperate in processing eligible returns, exchanges, replacements, and refunds.

Returned merchandise must be handled in accordance with Shoptiques' communicated procedures.

Boutiques are responsible for return costs arising from defective merchandise, incorrect items, inaccurate product descriptions, or fulfillment errors attributable to Boutique.

For ordinary customer preference returns, the allocation of financial responsibility will follow the applicable commercial terms.

Shoptiques manages customer-facing return decisions and refund processing.

Boutiques agree to provide reasonable assistance in resolving customer complaints and return disputes.

11. Chargebacks and Payment Disputes

Shoptiques manages payment processing, customer payment disputes, and chargebacks arising from customer transactions.

Shoptiques bears financial responsibility for ordinary payment fraud, unauthorized card activity, customer nonpayment, and payment disputes unrelated to Boutique's performance.

Boutique may be responsible for losses attributable to its own defective merchandise, inaccurate descriptions, failure to ship, incorrect fulfillment, fraudulent conduct, or breach of these Terms.

Boutiques agree to provide tracking records, shipment confirmations, and other documentation reasonably necessary to investigate disputes.

No adjustment shall be made to Boutique's compensation solely because a customer payment fails or is disputed where Boutique has properly fulfilled its obligations and is not otherwise responsible under these Terms.

12. Customer Relationship and Customer Service

Shoptiques manages the primary retail relationship with customers purchasing through Shoptiques.com.

Shoptiques is responsible for customer checkout, payment collection, order communications, customer service, and administration of its published retail policies.

Boutiques agree to provide timely assistance with product questions, inventory issues, shipping inquiries, and returns.

Boutiques may contact customers when reasonably necessary to fulfill an order or when authorized by Shoptiques.

Customer information obtained through Shoptiques may not be used for unauthorized marketing, solicitation, or unrelated commercial activities.

13. Marketing and Promotions

Shoptiques may advertise and promote merchandise through its website, email campaigns, social media, paid advertising, affiliate channels, and other marketing activities.

Boutiques authorize Shoptiques to use supplied product images, descriptions, brand names, and other materials in connection with the promotion and sale of their merchandise.

Shoptiques determines its marketing strategy and customer acquisition activities.

Boutiques are not entitled to separate compensation for marketing exposure unless otherwise agreed.

Promotional arrangements that change supplier compensation will be governed by the applicable commercial terms.

14. Taxes

Shoptiques is responsible for determining, collecting, and remitting customer-facing sales and use taxes to the extent required under applicable law.

Boutiques remain responsible for taxes arising from their own business operations, including applicable income, employment, and other business taxes.

Each party shall provide reasonable documentation necessary to support applicable tax treatment, including resale certificates and tax identification information.

Nothing in these Terms overrides tax obligations imposed by applicable law.

15. Intellectual Property

Boutiques retain ownership of their trademarks, logos, photographs, descriptions, and other intellectual property.

Boutiques grant Shoptiques a nonexclusive, worldwide, royalty-free license to use materials supplied by Boutique for the listing, advertising, marketing, promotion, and sale of merchandise through Shoptiques and related marketing channels.

Boutiques represent that they possess the rights necessary to grant this license.

Boutiques agree to indemnify Shoptiques against third-party intellectual property claims arising from materials or merchandise supplied by Boutique, subject to Section 20.

Shoptiques retains ownership of its website, software, branding, customer-facing content, and proprietary business materials.

16. Customer Data and Privacy

Boutiques shall use customer information received from Shoptiques solely for authorized fulfillment, shipping, returns, customer service, or legally required purposes.

Boutiques may not sell customer information or use it for unrelated marketing without appropriate authorization.

Boutiques must maintain reasonable administrative, technical, and physical safeguards to protect customer information.

Any suspected unauthorized access, disclosure, or misuse of customer information must be reported promptly to Shoptiques.

Each party shall comply with applicable privacy and data protection laws.

17. Confidentiality

Each party agrees to protect confidential information received from the other in connection with the business relationship.

Confidential information includes nonpublic pricing arrangements, operational procedures, business information, customer information, and proprietary materials.

Confidential information may be used only for purposes related to the business relationship and may not be disclosed except as authorized or required by law.

Confidentiality obligations survive termination of participation.

18. Compliance With Laws

Boutiques must comply with applicable laws and regulations relating to their merchandise and business activities.

These include product safety, consumer protection, intellectual property, privacy, advertising, trade restrictions, and sanctions requirements.

Boutiques shall not knowingly supply counterfeit, prohibited, stolen, or unlawfully sourced merchandise.

Shoptiques may request reasonable documentation necessary to investigate suspected violations or verify merchandise authenticity.

Shoptiques may suspend listings or transactions where reasonably necessary to address legal, safety, or fraud concerns.

19. Insurance

Boutiques shall maintain insurance coverage appropriate to their business operations and the merchandise supplied, including commercial general liability and product liability coverage where appropriate.

Shoptiques may request evidence of applicable coverage.

Specific minimum coverage limits or additional insured requirements shall be established through separately agreed commercial terms or other valid acceptance procedures.

Boutiques remain responsible for their contractual obligations regardless of whether insurance coverage is available.

20. Indemnification

To the fullest extent permitted by applicable law, Boutique agrees to defend, indemnify, and hold harmless Shoptiques, its parent companies, subsidiaries, affiliates, officers, directors, employees, and representatives from third-party claims, actions, damages, liabilities, losses, settlements, and reasonable attorneys' fees arising from:

• Defective, unsafe, counterfeit, or improperly labeled merchandise.

• Product liability claims, personal injury, or property damage associated with merchandise supplied by Boutique.

• Product recalls or violations of product safety requirements.

• Intellectual property infringement involving supplied merchandise or materials.

• Inaccurate product descriptions or representations.

• Fulfillment failures, shipping errors, or improper merchandise handling.

• Unauthorized use or disclosure of customer information by Boutique.

• Boutique's negligence, fraud, or willful misconduct.

• Boutique's violation of applicable laws.

• Boutique's material breach of these Terms.

These obligations apply to the extent the relevant claim arises from Boutique's conduct, merchandise, or contractual responsibilities.

Boutique shall not be required to indemnify Shoptiques for losses caused solely by Shoptiques' own negligence, fraud, or willful misconduct.

Shoptiques shall provide reasonably prompt notice of covered claims and cooperate in their defense.

Boutique may not enter into a settlement imposing obligations or admissions upon Shoptiques without Shoptiques' prior written consent, which shall not be unreasonably withheld.

21. Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits or business opportunities, arising from participation in the Shoptiques platform.

These limitations do not apply to fraud, willful misconduct, accrued payment obligations, confidentiality violations, or third-party indemnification obligations involving bodily injury or property damage, or where otherwise prohibited by law.

Nothing in these Terms limits liability that cannot lawfully be excluded.

22. Suspension and Termination

Either party may terminate participation upon 30 days' written notice, unless otherwise agreed.

Shoptiques may immediately suspend listings, new orders, or participation where reasonably necessary due to suspected fraud, product safety issues, material breaches, repeated fulfillment failures, or legal compliance concerns.

Termination does not eliminate obligations relating to previously accepted purchase orders, outstanding supplier payments, pending returns, refunds, confidentiality, or indemnification.

Shoptiques shall remain responsible for undisputed supplier purchase amounts properly earned before termination, subject to applicable adjustments under these Terms.

The parties agree to cooperate in resolving outstanding transactions following termination.

23. Changes to These Terms

Shoptiques may revise these Terms periodically to reflect changes in its operations, policies, or legal requirements.

Updated Terms will be published with a revised effective date, and reasonable notice will be provided to affected Boutiques.

Material changes to pricing, payment obligations, indemnification, or other substantive contractual rights will become effective only upon valid agreement or as otherwise permitted by applicable law.

Separately negotiated written commercial terms take precedence where they conflict with these general Terms.

24. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of New York, without regard to conflict-of-law principles.

The parties agree to attempt to resolve disputes through good-faith discussions before commencing legal proceedings.

Unless otherwise agreed in writing, disputes arising under these Terms shall be brought before courts of competent jurisdiction located in New York County, New York, to the extent permitted by law.

25. General Provisions

These Terms, together with applicable individually negotiated commercial arrangements, accepted supplier purchase orders, and any controlling written agreements, govern the relationship between Shoptiques and participating Boutiques.

If any provision is held invalid or unenforceable, the remaining provisions shall remain effective.

Failure to enforce a provision does not constitute a waiver.

Neither party may assign its material obligations under these Terms without the other party's consent, except in connection with a merger, reorganization, or sale of substantially all relevant business assets, subject to applicable law.

Electronic acceptance and electronic records may be used to establish agreement to these Terms.

Provisions intended by their nature to survive termination shall remain effective.

26. Contact Information

Questions regarding these Terms, supplier payments, merchandise fulfillment, or boutique participation may be directed to Shoptiques through its designated boutique support channels.