terms of use for www.shopinshop.site

1.  Purpose

The purpose of this document is to set out the general terms and conditions of use (the "General T&C") under which "Shopinshop Intermediación, S.L." provides access to the website www.shopinshop.site ("the Site") and to the services offered by a digital platform for facilitating transactions between establishments and brands ("the Service" and "the Platform"), especially in the fashion and accessories industries.

Anyone may visit the Site freely and with no obligation. However, in order to use the Service you must complete the registration form posted on the Site and, if you represent a brand, pay the corresponding fees.

2.  Registered Ownership of the Site and Service

The registered owner of the Site and Service is "Shopinshop Intermediación, S.L." (hereafter SHOPINSHOP), a Spanish company with registered office at Avenida San Francisco Javier 9, Edificio Sevilla II, Planta 11, Módulo 23, Seville, Spain, email address info@shopinshop.site  and tax code B-90276396, entered in the Companies Register of Seville in Volume 6244, Folio 175, Page SE-110.821.

3.  Shopinshop Users

You automatically become a user ("Shopinshop User") when you visit the Site or use the Service.

SHOPINSHOP reserves the right to refuse admission to potential Shopinshop Users based on any objective criteria it deems convenient (product quality, nature of the shop or brand, etc.).

SHOPINSHOP reserves the right to refuse the Service, whether temporarily or indefinitely, to any Shopinshop User who does not abide by the General T&C, the law or standards of public decency. At its sole discretion, SHOPINSHOP may also exclude Shopinshop Users and even cease to provide the Service, in part or in whole, if and when it deems this necessary to improve the functionality of the Site or Service, notifying all affected Shopinshop Users of this decision in advance.

Additionally, in order to use the Service you must accept the General T&C in the manner indicated on the Site, where, as a Shopinshop User, you will be asked to confirm that:

  • You have read and understood the content of these T&C
  • You agree to fulfil all of the obligations set out herein
  • You are over 18 and have sufficient legal capacity to use the Service
  • You participate in the Site as a entrepreneur or corporate entity for commercial or business purposes and are not a private consumer or user
  • You accept that, in your professional capacity, you use the Site and Service at your own risk and expense
  • You will not, under any circumstances, be considered an end user or consumer of the products sold by Shopinshop Users via the Site

4.  Acceptance of General Terms of Use

Entering the Site and using the Service implies full acceptance of the latest version of these General T&C and of any Specific T&C that may apply to certain Shopinshop Users depending on their profile (shop or brand). If you do not agree with any part of the General T&C, you must refrain from installing and using the Platform or requesting the Service.

SHOPINSHOP reserves the right to modify the Site or the General T&C in order to align them with applicable legislation, regulatory novelties and standard market practices, or for the purpose of improving the Service. Consequently, there may be a different version of the T&C posted on www.shopinshop.site each time you access the Platform or use the Service. As modifications apply from the moment of publication, it is your responsibility to review the General T&C each time you access the Service, without prejudice to the notices and information that SHOPINSHOP may post or send.

By accepting the General T&C, you consent to having your details entered in the SHOPINSHOP database, which will be handled as described below in Clause 11.

 5.  Shopinshop User Registration and Profile

To access the Platform, you must first complete a basic registration form, providing your full name, the trade name of your brand or shop, your email address and a password.

It is your responsibility to keep your password confidential and secure, and you will be liable for any damages incurred as a result of its misuse, conveyance, disclosure or loss. You must notify SHOPINSHOP immediately if you have reason to believe that your password has been or may be used by an unauthorised third party. In any event, when your password is used to access private areas and/or use the Service, SHOPINSHOP will assume that these actions are performed by you, and you will be held responsible for the consequences of said access and usage.

In order to use the Service you must complete the registration process by filling out the form provided by SHOPINSHOP to create your profile ("the Profile"), which will show basic details of your shop or brand, a description of the shop or product, the location and size of the shop, the target market and any other information about the shop or brand that SHOPINSHOP may require.

SHOPINSHOP will periodically review the content of each Profile for quality control purposes, verifying and confirming compliance with the General T&C.

SHOPINSHOP reserves the right, which may be exercised at any time and at its sole discretion, to:

  • Reject any Profile or deny any request to post a Profile
  • Delete any Profile from the Platform
  • Edit any fields on the Profile form that do not comply with the Platform's data entry requirements, without altering the essential content of the Profile

All information entered in the Profile must be accurate, current and truthful.

When you post a Profile, you:

  • warrant that the product or shop described therein does in fact exist and possesses the characteristics shown on the Profile
  • indicate your willingness to receive offers or orders from the moment the Profile is posted, without prejudice to the fact that you have forty-eight (48) hours to accept or refuse any order or offer; if the sender does not receive confirmation of an order or acceptance of an offer within that time period, it will be assumed that said order or offer has been rejected

When you decide to post a Profile, you must observe the rules on use of the Service set out below in Clause 6 as well as the standards of professional courtesy and respect.

6.  Service Rules of Use

 As a Shopinshop User, you accept your obligation to use the Service in accordance with the law, generally accepted standards of public order and decency, and these General T&C. You also agree to make proper use of the Site and Service and to refrain from using it for activities which are unlawful or criminal, infringe third-party rights or contravene any applicable legislation. In this regard, you specifically warrant that you will not transmit, post, publicise or share any kind of information or material (products, objects, data, content, messages, illustrations, audio or video files, software, etc.) that is contrary to the law, generally accepted standards of public order and decency, or these General T&C.

  • You hereby undertake to comply with the rules of use, which include but are not limited to the following:
  • Users will not post or distribute content or propaganda which is racist, xenophobic or pornographic in nature, which defends or advocates terrorism or which constitutes a violation of human rights
  • Users will not post or distribute data software (viruses and malware) that may damage the IT systems of the service provider, its suppliers or other internet users
  • Users will not distribute, transmit or make available to third parties any information, element or content that violates the fundamental public freedoms and rights enshrined in the Spanish Constitution and in international treaties
  • Users will not distribute, transmit or make available to third parties any information, element or content that constitutes unlawful or unfair advertising
  • Users will not transmit unsolicited or unauthorised advertising, spam, chain emails, Ponzi schemes or any other type of solicitation except in those areas (such as commercial spaces) designed specifically for this purpose
  • Users will not post or distribute false, misleading, ambiguous or inaccurate information or content which deceives or is likely to deceive the persons to whom it is addressed
  • Users will not impersonate other Shopinshop Users or share their account log-in information or passwords with third parties without the consent of SHOPINSHOP
  • Users will not distribute, transmit or make available to third parties any information, element or content protected by intellectual or industrial property rights without the permission of their owners
  • Users will not distribute, transmit or make available to third parties any information, element or content that constitutes a breach of confidentiality or data privacy laws
  • Users will not distribute, transmit or make available to third parties any photographs, depictions or images of minors
  • The following are not allowed on SHOPINSHOP: substances that require a medical prescription or should be dispensed under the supervision of a medical professional (doctor, dentist, optometrist, optician, pharmacist or veterinarian), products that may affect consumer health (products with potential contraindications, drug interactions, etc.), and perishable items of any kind.
  • Users will not divulge:
    • Prohibited information: Shopinshop users agree not to include any kind of advertising or conduct direct marketing campaigns targeting other users or third parties for any purpose outside the scope of the Service's interests and stated purpose
    • Inappropriate content: Shopinshop Users are prohibited from using their Profiles to publish any type of obscene, offensive, sexist, libellous or defamatory content regarding public or private figures, or any other personal details of individuals not relevant to the purpose of the Profile. Likewise, each Profile may include product images, but said images are governed by the same rules as the written Profile and may not depict inappropriate content or prohibited information
    • Duplicate content: Shopinshop Users may not publish two similar or identical Profiles. Profiles are considered similar if they aim to offer or promote the same product or shop, even when they describe or contain different information
    • False or inaccurate content: Shopinshop Users are required to provide true, current and thorough information in the Profiles they post

Users are prohibited from posting patently inadequate, unintelligible or useless Profiles that make it impossible to determine the type of product or shop being advertised or the characteristics of the same.

    • Agents acting without or exceeding their authority: SHOPINSHOP will not allow a Profile to be posted if the Shopinshop User is not the owner of the store/brand or does not have a legitimate or legal mandate or authority to commercialise said store/brand.

By agreeing to these T&C, you warrant that you are the legitimate owner, agent or representative with the authority to market and distribute the product or shop advertised on SHOPINSHOP.

SHOPINSHOP is not responsible for opinions or comments posted on the Site by Shopinshop Users.

You agree to hold SHOPINSHOP harmless from any potential claims, fines, penalties or sanctions imposed as a consequence of your failure to comply with any of the rules set out above; moreover, SHOPINSHOP reserves the right to seek compensation for any damages incurred in this respect.

 7.  Intermediary Role of SHOPINSHOP

 SHOPINSHOP offers an online platform that facilitates the exchange of business offers and information between product buyers and sellers as well as transactions between the same. However, SHOPINSHOP plays a strictly intermediary role and does not participate in said transactions as either a buyer or a seller.

SHOPINSHOP may, at its sole discretion, review the messages exchanged by Shopinshop users for the following purposes:

  • To facilitate the successful conclusion of transactions between Shopinshop users
  • To adequately fulfil its obligations as an intermediary in said transactions
  • To verify compliance with the rules governing use of the Service as set out above in Clause 6

Consequently, any contract arising from the sale of a product is the sole concern of the buyer and seller. SHOPINSHOP is not a party to that contract; it accepts no liability deriving from it and does not act on behalf of either the buyer or the seller, and therefore assumes no responsibility for the successful conclusion of the sales transaction.

SHOPINSHOP does not represent or have any kind of business relationship with the brands of Shopinshop Users other than in its capacity as an intermediary.

By accepting the General T&C, you agree to respect the intermediation activities conducted by SHOPINSHOP at all times, pay the fees and commissions owed in this respect, and assume your obligation to:

  • Provide proof of transactions when requested by SHOPINSHOP
  • Not conceal transactions made with other Shopinshop Users

The Specific Terms and Conditions governing use of the SHOPINSHOP Service are detailed in Clause 12 ff.

Given the intermediary role of SHOPINSHOP, in no case may a Shopinshop User be considered a consumer and end user.

SHOPINSHOP will be entitled to remuneration for the aforementioned Service (putting brands and shops in contact with each other via the app, providing expert advice and assistance on transactions, using tools to track offers and transactions, and all others described in the service packages listed in Clause 12 of this document).

 8.  Disclaimers

 SHOPINSHOP accepts no liability whatsoever for any damages or losses that may be caused by factors including but not limited to erroneous or omitted content, unavailability of the Site or access to the same, or the transmission of viruses, malware or harmful software.

Any claims or disputes arising between Shopinshop Users must be settled by the concerned parties, which hereby pledge to hold SHOPINSHOP entirely harmless. Notwithstanding the foregoing, SHOPINSHOP will make every effort to help its Users find a swift and satisfactory solution.

9.  Linked Content and Services

 The Service may include linking mechanisms, directories and even search tools that provide access to other web pages and sites ("Linked Sites").

If you choose to access Linked Sites, you do so at your own risk and acknowledge that SHOPINSHOP has no liability for any infringement of intellectual or industrial property rights of the Linked Sites' owners. Additionally, you acknowledge that SHOPINSHOP cannot be held responsible for the technical availability of linked web pages or for the quality, reliability, accuracy and/or veracity of the services, information, elements and/or content you may find there. In any event, Shopinshop will periodically review the Linked Sites on its platform to verify their suitability and veracity.

If you believe that there is a Linked Site with unlawful or inappropriate content, you will notify SHOPINSHOP immediately.

Under no circumstances does the existence of Linked Sites imply that SHOPINSHOP has entered into an agreement with the owners or managers of those sites, or that SHOPINSHOP recommends, endorses or agrees with the statements, content or services they offer. SHOPINSHOP does not know the content and services of its Linked Sites and therefore accepts no direct or indirect responsibility for damages caused by unlawful, inferior, outdated, unavailable, erroneous or useless content and/or services offered by Linked Sites or any other damages not directly attributable to SHOPINSHOP.

 10.  Intellectual and Industrial Property

 SHOPINSHOP owns all intellectual and industrial property rights on the Site and all elements contained therein. Use of the Service does not give you any intellectual or industrial property rights or licences on said elements, and you expressly undertake to respect the rights of SHOPINSHOP.

Service content includes but is not limited to texts, photographs, graphics, images, icons, technology, Profiles, software, databases and any other audio or audiovisual content, as well as the graphic design and source codes used in the Service.

These elements may not be validly and legitimately copied or distributed for commercial use, modified or posted on other websites by third parties without the prior written permission of SHOPINSHOP.

You warrant that you hold the exclusive rights to all elements which you choose to submit to the Service ("Shopinshop User Content").

You hereby assign to SHOPINSHOP an exclusive, royalty-free, worldwide licence to publicly communicate, copy, distribute and modify your Shopinshop User Content by any and all means in existence on the date of acceptance of these General T&C, for as long as the licensed property rights have not lapsed.

 11.  Data Protection

 In compliance with the provisions of Organic Law 15/1999 of 13 December on personal data protection ("LOPD"), "Shopinshop Intermediación, S.L.", with registered office at Avenida San Francisco Javier, 9, Edificio Sevilla II, Planta 11, Módulo 23, Seville, Spain, and tax code B-90276396, entered in the Companies Register of Seville in Volume 6244, Folio 175, Page SE-110.821, hereby informs you that the personal data you provide via the Site, including your IP address, will be entered and processed in databases owned by SHOPINSHOP in order to provide the services you request and send you commercial information, by electronic and other means, on the novelties, products and services of SHOPINSHOP and its group companies in the same line of business.

If you do not wish to receive this kind of information, you can write to info@shopinshop.site at any time and ask to be removed from the mailing list.

You may exercise your right to access, correct, delete or object to the personal data in our possession, as guaranteed in the LOPD, by writing to the registered office of SHOPINSHOP at the address specified above or by sending an email to info@shopinshop.site. In both cases, you must enclose or attach a copy of your government-issue ID, corporate tax code, passport or other valid proof of identity.

In cases where, in the course of its dealings with you, SHOPINSHOP is given access to personal data on third parties related to the Service, such as customer names, to be processed on the Site, SHOPINSHOP will act in your name and comply with the stipulations of LOPD Article 12:

  • SHOPINSHOP will only process this data as instructed by you, the party responsible for said data
  • SHOPINSHOP will not apply or use this data for any purpose other than that specified herein, and only when it is necessary to provide the SHOPINSHOP Service
  • SHOPINSHOP will not disclose this data to third parties unless it is necessary to provide the requested Service
  • SHOPINSHOP has implemented the basic security measures set out in Royal Decree 1720/2007, complying with the standards on security measures for automated databases containing personal information. Among the measures adopted by SHOPINSHOP are: Registry of users with passwords protected and with security requirements, encryption of communications, requirement of login for use of the service, making backups with minimum weekly frequency or encryption of information contained in SHOPINSHOP.
  • You authorise SHOPINSHOP to use a subcontractor for data maintenance and storage services. If these services are subcontracted, the subcontractor will require at least the same security measures as in the previous point.
  • The Shopinshop user expressly accepts the transfer of all personal data in the event of absorption, integration, sale, merger or acquisition of Shopinshop by a third parties.
  • Data will be destroyed when the information is no longer needed to fulfil its intended purpose and the retention period has expired.

 12.  Specific Terms of Use

 SHOPINSHOP is an intermediation company and a digital platform that offers tools and services to facilitate direct and consignment sales transactions between shops and brands, such as initial assessment, Profile quality control, and negotiation of mutually satisfactory and binding terms and conditions between the parties. Given the intermediary role of SHOPINSHOP, the contractual relationship is always established directly between the shop and the brand, which are solely responsible for shipments, payments, returns, order accuracy and suitability, product quality, etc.

SHOPINSHOP will only be accountable to you for the services it actually renders, and its liability is limited to, at most, the amounts paid by you directly to SHOPINSHOP. In no case will SHOPINSHOP accept any liability for indirect damages or lost profits.

For the purpose of using the Service, you acknowledge that SHOPINSHOP has informed you of the content of the General Terms and Conditions and of these Specific Terms of Use. Consequently, you declare and acknowledge that you have read and fully understood the terms and conditions set out here, which are considered general terms and conditions in accordance with the provisions of Law 7/1998 of 13 April on general terms and conditions of contracts, as well as the right of SHOPINSHOP to modify the General and Specific Terms of Use.

The Specific Terms of Use will be governed by the stipulations of this clause or, failing this, by the General Terms and Conditions of Use.

12.1.  Registration on the Shopinshop website

 In order to participate in Shopinshop, shops must register in the manner described above. Registering with the platform is free for shops.

Brands that wish to participate in Shopinshop must pay a monthly fee which will vary depending on the service package they choose. Payment of this fee entitles them to receive all of the information and benefits included in the existing service packages, as described below:

Starter Package

Online product showcase for industry professionals

Regular updates mailed to shops

Personalised service for brands

50 contacts per month with stores

Access to database of Spanish shops

Silver Package

Starter Package +

Account manager assigned to the brand

75 contacts per month with stores

Access to database of Spanish and international shops (2 countries maximum)

Gold Package

Silver Package +

Products uploaded by the Shopinshop team

High-visibility placement for brand and product showcase

150 contacts per month with stores

Access to database of shops in all countries

 Depending on its interests and needs, Shopinshop may offer one, two or all three packages in every country where its services are provided.

Once payment is made, the funds cannot be reimbursed.

Shopinshop users may conduct sales transactions using the tools provided by Shopinshop or through other channels. If a transaction is completed using the Shopinshop tool, the brand will be charged a 3% commission on direct and consignment sales.

 12.2.  Consignment sales

 Brands and shops can decide whether they want to complete transactions using the Shopinshop app or their own tools and systems. If transactions are conducted on the Platform, consignment sales will be governed by the following terms and conditions, which must also be accepted when requesting each Service:

Sales agreements must always be confirmed via the Platform so that there is a written record of the mutual acceptance by both brand and shop of the terms and conditions, as well as to ensure the traceability of transactions.

  • The initial consignment period is set at three (3) months.
  • Once an agreement has been reached regarding the products to be delivered to the shop on consignment, the brand must download the SHOPINSHOP label with a QR code from the app and affix it to the goods.
  • After working out delivery details with the shop, the brand must ship the goods and cover all shipping costs.
  • Goods sent on consignment will remain the property of the brand until final sale. The shop is merely the consignee.
  • Once the shop takes delivery of the goods, it will have three (3) days to inspect the shipment and confirm that the products have arrived in good condition or report any incidents on the app.
  • Every time a product is sold in the shop, the QR code of the sold item must be scanned or manually entered in the app. This information must be updated on the day of the sale. Failure to follow this procedure may result in penalties or even expulsion from SHOPINSHOP.
  • After purchase, the customer will have fifteen (15) days in which to return the item. Once this period has passed, the sale will be considered final.
  • Brands must invoice shops in the same month, once the fifteen-day (15) return period has passed.
  • Shops must settle invoices by sending payment to the brands no later than fifteen (15) days after the date of issue.
  • SHOPINSHOP will invoice the brand during the same month in which sales are made final. The brand must settle these invoices no later than fifteen (15) days after the date of issue.
  • Any goods not sold at the end of the consignment period (three months from date of delivery to the shop) must be returned to the brand within a maximum of fifteen (15) days. In this case, shipping costs will be covered by the shop.
  • The brand will issue an invoice for all unsold goods which the shop has failed to return at the end of the consignment period.
  • Invoices not settled by the shop or brand within the time periods indicated above will be considered payment defaults, and SHOPINSHOP reserves the right to take punitive or legal action, from negative profile ratings to expulsion from the Platform.

 12.3.  Direct sales

 Brands and shops can decide whether they want to complete transactions using the Shopinshop app or their own tools and systems. If transactions are conducted on the Platform, direct sales will be governed by the following terms and conditions, which must also be accepted when requesting each Service:

  • Sales agreements must always be confirmed via the Platform so that there is a written record of the mutual acceptance by both brand and shop of the terms and conditions.
  • The brand will have forty-eight (48) hours in which to accept or reject an order from the moment it is made by a shop.
  • Once the brand confirms the order, the shop will pay the brand the agreed amount.
  • The brand will send the goods to the shop on the agreed date.
  • The shop will have fifteen (15) days in which to return the goods.
  • Once the return period has passed, SHOPINSHOP will invoice the brand for its service commission.

 13.  Common Considerations

13.1.   Severability

 If any clause in these General T&C is declared unenforceable or invalid, in part or in whole, this will only affect the clause or part of the clause deemed unenforceable or invalid, not the validity of the remainder of the General T&C, and the partial or total clause deemed unenforceable or invalid will simply be omitted.

 13.2.  Governing Law and Jurisdiction

 These General T&C will be governed by and interpreted according to the laws of Spain. In the event of any legal dispute with SHOPINSHOP, you, the Shopinshop User, agree to submit to the authority and jurisdiction of the courts of the city of Seville.

If there is any conflict or discrepancy between the original Terms and Conditions in Spanish and translations into other languages, the Spanish version will prevail.

 13.3.  Contact details

 To clarify on any matter regarding the General or Specific Terms and Conditions of Use, please contact Shopinshop User Service at info@shopinshop.site.

 © July 2017. Shopinshop.site