Terms of use DOUGLAS Supplier Portal

Douglas Service GmbH, Luise-Rainer-Straße 7-11, 40235 Düsseldorf (“Douglas”) provides a portal (“Supplier Portal”) to suppliers of the Douglas Group (“Supplier”) who have entered into a supply agreement with Douglas or an affiliated company of Douglas in the meaning of section 15 et seq. of the German Stock Corporation Act (“Douglas Affiliate”). The Supplier Portal is intended to be a tool for Suppliers to either provide certain information to Douglas and Douglas Affiliates or to receive certain information from Douglas and Douglas Affiliates.

Douglas and Supplier are hereinafter jointly referred to as the "Parties" and individually as a "Party".

“You” is a  reference to the individual who is authorized to use the Supplier Portal on behalf of  Supplier. By using the Supplier Portal You confirm that You have been authorized to do so by and on behalf of Supplier.

The use of the Supplier Portal is subject to the following terms and conditions (“T&C”).

Douglas my change the T&C from time to time without explicit notice to You or Supplier. The latest version of these T&C is provided to Supplier every time You log-in into the Supplier Portal and You have to confirm the application of the latest version of these T&C with every use of the Supplier Portal.

Neither the content nor use of the Supplier Portal will modify the terms and conditions of any existing agreement between Douglas and Supplier, or any of Douglas or Supplier’s respective affiliates, for the purchase of goods and any purchase of goods will remain subject to any such existing agreement.


1. Supplier Obligations

Supplier agrees:

  1. not to interrupt or attempt to interrupt the operation of the Supplier Portal in any way or to attempt to gain unauthorized access to the Supplier Portal or any part of it;

  2. to use the Supplier Portal only to provide product or other information to Douglas and not to duplicate, download, publish, modify, or otherwise distribute any information, material or documents provided on the Supplier Portal for any purpose other than to review and/or enter information related to the purchase of products by Douglas or a Douglas Affiliate from Supplier;

Unauthorized use of the Supplier Portal, including (without limitation) unauthorized entry or attempted entry, misuse of passwords, misuse of any information available in or through the Supplier Portal, or illegal conduct, is strictly prohibited. Douglas reserves the right to prohibit access to anyone which Douglas determines to be violating or attempting to violate these T&C.

 
2. Log-in
The log-in for the use of the Supplier Portal is linked to individual employees of Supplier and Supplier is responsible to take care that the log-in is not shared by several employees or made available to any third party. Further, Supplier will inform Douglas without undue delay in case a log-in needs to be disabled, e.g. in case an employee ceases to work for Supplier or if the log-in has been made available to a third party.

3. Availability
The Supplier Portal may be unavailable without notice at certain times, including (without limitation) when systems require maintenance or upgrades, or in the case of unforeseen circumstances. Douglas will not be responsible for the lack of availability of the Supplier Portal or for any damages that may result from such lack of availability.
 

4. Confidentiality

  1. Each Party undertakes to use all information and data that have been communicated to it by the other Party in connection with the use of the Supplier Portal, whether verbally, in writing, electronically or in any other way and that, on the basis of reasonable business judgment, can be regarded as confidential, solely for the purpose of the Supplier Portal, to treat them with confidentiality and to apply the same care toward them as it would toward its own confidential information, but at least a reasonable degree of care, and not to make them accessible to third parties. Third parties within the meaning of this provision shall not be Douglas Affiliates, subcontractors or employees of a Party, its affiliated companies and subcontractors that require the confidential information to fulfill the Frame Purchase Agreement. The respective Party shall ensure that the recipients of such information and data are obliged to maintain secrecy on them to an extent equivalent to this T&C. It shall be liable for ensuring that the recipients of the information and data comply with the provisions of this T&C.
     

  2. These obligations shall not apply to confidential information that (i) was known to the recipient Party lawfully and without an obligation to maintain confidentiality being imposed on it or becomes known to the recipient Party lawfully and without an obligation to maintain confidentiality being imposed on it after it has been provided with the information, provided that, to the knowledge of the recipient Party, the Party providing the information does not violate any obligations on its own part to maintain confidentiality; (ii) is public domain or becomes public domain after being provided through no fault of the recipient Party; (iii) is permitted to be disclosed with the written consent of the other Party; or (iv) the recipient Party is obliged to disclose pursuant to an official or court order or mandatory statutory regulations, provided the recipient party informs the other party immediately of the fact and takes all reasonable measures to ensure that the confidential information is treated with confidentiality. The Party that cites an exception must prove that the conditions are met.

  3. These confidentiality obligations shall remain in effect for a period of three years as of the end of the calendar year in which Douglas Supplier is no longer entitled to use the Supplier Portal.
     
  4. Either Party can demand at any time that confidential information shall be returned or destroyed. Within 14 days of receiving such a request, the other Party shall either return the confidential information or confirm that it has been destroyed. This shall not apply to routinely made backup copies of electronic data communications and if a Party is compelled by law to retain confidential information or requires the confidential information to prove that it has discharged its contractual obligations properly or to assert its rights. Such confidential information is subject to an unlimited duty of confidentiality under the conditions set forth in these T&C.

5. Uploaded Content

Within the Supplier Portal there is a section where Supplier can upload certain files containing product information or product pictures (in the following “Content”). Supplier confirms and agrees to the following:

  1. The provided Content is (i) complete and accurate, (ii) does not infringe any third party rights or applicable laws and, (iii) complies with the requirements for product pictures specified in the Douglas Guidelines which Douglas has provided to you which can be found here.

  2.  Douglas and Douglas Affiliates are entitled to use any Content provided by Supplier to Douglas for selling, storing and promoting Suppliers products (both online and in stores) in the countries specified by Supplier in the Supplier Portal. Such use is permitted for as long as the corresponding products are sold by Douglas or Douglas Affiliates.
     
  3. In case there are any temporal limits for the use of the provided Content, Supplier is responsible to inform Douglas and Douglas Affiliates in a timely manner before the expiry of the usage term and provide to Douglas new Content for the respective products.
     
  4. Douglas and Douglas Affiliates have the right to edit the Content to the extent usual in the industry and, in particular, to modify product descriptions for promotion purposes, including, but not limited to modifications for search engine optimization.
     
  5. In case product pictures, as part of the provided Content, do not comply with the Douglas Guidelines on product pictures Douglas is entitled to request from Supplier to rectify the product pictures without undue delay, latest three (3) weeks before the respective products arrive at the destination previously specified by Douglas.

6. Intellectual Property Rights

The Supplier Portal may contain copyrighted works, trademarks and other proprietary material owned by Douglas, its licensors and/or its third party service providers (“Proprietary Materials”). Douglas, its licensors and/or third party service providers reserve all intellectual property rights and any other proprietary rights in such Proprietary Materials. Supplier is granted a non-exclusive, non-assignable, non-transferable, limited and revocable license to use such Proprietary Materials available on the Supplier Portal only for the purposes described in these T&C. No other rights are granted to Supplier except as expressly set out in these T&C. Supplier may not copy, reproduce, modify, create derivative works of, publish, transmit, display, sub-license or distribute material or images from the Supplier Portal except as provided in these T&C or with Douglas’ express written permission.

7. Data Available on Supplier Platform
 

  1. In accordance with the agreement between Douglas or Douglas Affiliate and Supplier on the provision of certain data, the data provided in this Supplier Portal may consist of certain data gathered through the sale of Suppliers products either by Douglas or Douglas Affiliates (“Data Sharing Data”) and/or information gathered from Douglas internal CRM database and other data gathered through the sale of products by Douglas or Douglas Affiliates (CRM Data”). Both Data Sharing Data and CRM Data is described in more detail in the agreement between Supplier and Douglas or Douglas Affiliate.
     
  2. Supplier acknowledges that Douglas cannot be held responsible if Data Sharing Data or CRM Data provided on the Supplier Portal is not complete or accurate, or in case it cannot be used for any specific purpose intended by Supplier.
     
  3. Supplier acknowledges that for legal compliance purposes neither CRM Data nor Data Sharing Data neither directly nor indirectly includes any information on (i) sales data from the current month, (ii) retail prices of Suppliers products, (iii) prices, quantities and turnovers of products of a company other than the Supplier, (iv) personal data in the meaning of the General Data Protection Regulation (EU) 2016/679, (v) information allowing the identification of Douglas’ customers.
     
  4. Supplier may use the provided Data Sharing Data or CRM Data only for internal purposes and shall not sell or otherwise provide or make available the provided Data Sharing Data or CRM Data to any third party. In any case, Supplier ensures that the provided Data Sharing Data and CRM Data is treated highly confidential and only shared on a strict need-to-know-basis with employees which are not involved in the Supplier’s direct distribution business for brands covered by this Agreement. The Supplier also ensures that the provided Data Sharing Data and the CRM Data is physically or electronically accessible only to those employees (e.g. through access restrictions in relation to internal data rooms, data portals or exchange drives). Supplier may share the Data Sharing Data and CRM Data with Supplier affiliates, provided however, that Supplier ensures that this data is also used by its affiliates within the boundaries of this agreement; Supplier will comply with EU and any other local competition law when providing this data to its affiliates.
     
  5. All rights pertaining to the provided data, in particular copyrights, database rights and intellectual property rights, remain with Douglas. On the basis of this agreement, the Supplier does not acquire any licenses or rights to use the provided data that go beyond the rights defined above.
     
  6. For the avoidance of doubt: Douglas remains entitled to use the provided data for any purpose, in particular, but not limited to, Douglas is entitled to use the provided data for own purposes or to sell the provided data to any third party.

 8. Miscellaneous

  1. Unless specified otherwise in these T&C, the use of the Supplier Portal is governed by these T&C exclusively. Differing, conflicting or additional standard terms and conditions of the Supplier shall become valid only and only insofar as Douglas has explicitly agreed in writing that they are to apply.
  2. If any provision of these T&C is or becomes invalid or unenforceable, all other provisions remain valid. The Parties shall replace the invalid or unenforceable provision by a valid and enforceable provision that accomplishes as far as possible the economic purpose of the invalid or unenforceable provision. It is the express intention of the Parties to maintain the validity of the remaining provisions. The same applies in case of a gap.
  3. These T&C and their legal interpretation shall be governed by and construed according to the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The solely place of jurisdiction for all disputes arising from this agreement, including such disputes about its validity, is Düsseldorf.


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Douglas Service GmbH