General Terms & Conditions

These Terms of Service (“Terms of Service” or “Terms”) are a legally binding agreement between you (“you” or “your”) and Sunday BV, (“Sunday,” “we,” “our,” or “us”) governing your use of the Service and your relationship with us.

You accept and agree to these Terms of Service by:

• Accessing or using the Service;
• Clicking to accept these Terms of Service, or
• Accepting these Terms of Service in any other way.

If you do not agree to these Terms of Service, you shouldn’t access (and you don’t have our permission to access) the Service.

Contract Summary

• Sunday will design merchandise according to Client wishes or Sunday will produce merchandise based on Client’s designs
• Sunday offers warehousing and logistics services via The Wardrobe platform
• Acceptance of the Agreement implies Client agrees to Sunday’s terms
• The agreement commences on the date of the last signature, remains in effect for one year, and automatically renews for successive one-year periods unless terminated by either party prior to the end of the current term
• Termination can occur by mutual agreement or under specific conditions (e.g., bankruptcy, breach)
• Upon termination, confidential information must be returned or destroyed, and all payments are due. All exchanged information is confidential
• All designs must always be approved before they go into production
• Client is responsible for taxes and customs duties
• Late payments may result in service suspension
• Intellectual property of Sunday remains with Sunday, intellectual property of the Client remains with the Client
• Sunday’s liability is limited but insured
• Sunday is not liable for transport damage unless caused by their fault; will seek to recover damages from third parties
• Client must provide accurate shipping information

Scope of Agreement

Sunday is a company engaged in the design and production of merchandise goods. Sunday also operates a platform called “The Wardrobe”. This platform is used to facilitate and automate the distribution of merchandise goods.

The Client seeks the following Services of Sunday:

• The design of merchandise goods
• The production of merchandise goods
• Logistics — the use of The Wardrobe

The Parties agree that this cooperation shall be conducted as described in the following provisions of this agreement (hereinafter “the Agreement”).

1. Purpose

1.1. This Agreement contains the terms and conditions under which Sunday shall provide the Services to the Client.

1.2. The present Agreement contains all agreements existing between the Parties concerning the Services.

2. Scope of Services

2.1. The design of merchandise goods consists of:

• Sunday agrees to design merchandise goods for the Client.
• Sunday will work closely with the Client to develop designs that meet the Client’s specifications and brand requirements.

2.2. The production of merchandise goods consists of:

• Sunday agrees to produce merchandise goods based on the designs.

2.3.Logistics — the use of The Wardrobe

Sunday shall provide the following warehousing services to the Client:

• Unloading, receipt, sorting and counting of cartons
• Stocking products
• Counting of goods on style/colour/size level
• Sending the results of the count to the Sunday Wardrobe Interface
• Execution of picking requests and packing lists while particularly avoiding products being stocked too densely
• Labelling for stock management purposes
• Passive return handling (return after failed delivery)
• Applying address labels to cartons or shipping bags
• Preparation for shipment
• Sending shipping information to the Sunday Wardrobe interface available to the Client
• Receiving pick requests and packing lists from the Client via the Sunday Wardrobe interface

The Client can only make requests through the interface of the Sunday Wardrobe platform.

The Client needs to take into account product size and box size when sending a picking request in order to allow warehouse personnel to pack all goods on the packing lists in the requested box. If not, Sunday will provide a company branded box.

Sunday is responsible for managing the general condition of the warehouse to acceptable levels, which amongst other things include:

• Avoiding direct sunlight on products
• Keeping loading/unloading doors and dock levellers clear and in good working order
• Ensuring order and tidiness, in particular avoiding: loose products on the floor, shrink-wrap and general litter on the floor, products being packed & stocked too densely, storing product appropriately to minimize damage

The current pricing list (as applicable on the date of this Agreement) for the abovementioned warehousing services is included in the platform. This pricing list is subject to change according to pricing updates of the suppliers of Sunday. Newly updated pricing lists will be published periodically on the Wardrobe platform. The Client agrees to regularly check the Wardrobe platform to take note of the most recent pricing list.

3. Formation of the Agreement and Amendments

3.1. Acceptance of this Agreement implies that the Client completely waives the application of his own terms and conditions.

3.2. Amendments to the Agreement shall always be requested and confirmed in writing and if this results in additional costs or additional work, these may be charged by Sunday.

4. Term and Termination

4.1. This Agreement shall commence on the date of the last signature below and shall continue in full force and effect until terminated in accordance with the provisions herein.

4.2. This Agreement may be terminated, at any time, by the mutual agreement of the parties. However, any sum paid to Sunday remains non-refundable.

4.3. The Client acknowledges that the following circumstances shall by operation of law give rise to termination of the Agreement within the meaning of this article, unless Sunday waives this termination in writing and pursues the performance of the Agreement to which Sunday is entitled:

• Bankruptcy or liquidation of the Client.
• A breach of any provision of the Agreement which the Client fails to remedy within 15 days of the Client being notified in writing of the breach by Sunday, such as, but not limited to, the non-payment by the Client of any amount pursuant to the Agreement.
• Any breach of the license restrictions as mentioned in 4.8.

4.4. The provisions of this Agreement that by their nature are intended to survive termination, including but not limited to those relating to confidentiality, intellectual property rights, indemnification, and limitation of liability, shall survive the termination of this Agreement.

4.5. Upon termination of this Agreement for any reason:

• Each Party shall promptly return or destroy all confidential information and materials of the other Party in its possession or control.
• All outstanding invoices issued by Sunday to the Client shall become immediately due and payable.
• Any work in progress at the time of termination shall be completed and delivered to the Client, provided that the Client compensates Sunday for such work on a pro-rata basis.
• The Parties shall settle all outstanding obligations within sixty (60) days from the date of termination.

4.6. In case of a subscription Agreement, the Client receives a non-exclusive, non-transferable license, for the duration of the subscription Agreement, to use the Wardrobe for the purpose of facilitating with Sunday and to incorporate Sunday Wardrobe with its own CRM-system.

4.7. This Agreement is entered into for a period equal to one year and is renewed automatically, unless a party notifies the other party of its withdrawal in writing no later than 1 month from the final date of subscription agreement.

4.8. Any of the following conduct, without the explicit written consent of Sunday, will be considered a serious breach of the Agreement:

• To assign the license pursuant to the Agreement or to provide sublicenses thereof to other parties.
• To transfer, sell, distribute or to otherwise make available copies of Sunday Wardrobe to third parties.
• To decompile the source code of Sunday Wardrobe, to make any changes to Sunday Wardrobe or its incorporation with The Client’s CRM-system, or to try to disable or bypass any protection established within Sunday Wardrobe unless insofar allowed by mandatory law.
• To remove or obfuscate indications of Sunday as the intellectual property rights (copyright, trademark, ...) owner of Sunday Wardrobe.
• To interfere with the proper functioning, the security measures or the privacy measures of Sunday Wardrobe.

5. Approval

5.1. The Client must explicitly approve the design before production commences. Production will not begin without this approval. Such approval must be given in writing.

6. Fees

6.1. The fees applicable to the services provided by Sunday under this agreement can be found in the Wardrobe platform.

6.2. However, additional fees may be charged under the following circumstances:

• Additional fees apply for goods that the client wishes to warehouse at the Sunday Wardrobe that are not manufactured by Sunday itself. Based on the packing list provided by the client with all product details requested by Sunday, Sunday will provide a separate quotation for the warehousing of these external products.
• The Client’s requirements, wishes, preconditions, or expectations not fully disclosed or unclear at the time of entering the Agreement.
• Bug fixing and troubleshooting resulting from updates or changes to the Client’s CRM-system affecting integration with Sunday Wardrobe.
• Insufficient cooperation from the Client in utilizing the Sunday Wardrobe platform.

6.3. All taxes, including VAT, and customs duties related to the importation or exportation of ordered merchandise are The Client’s responsibility. Additionally, the Client shall reimburse Sunday for these taxes and duties.

6.4. For one-off Agreements, processing through Sunday Wardrobe commences only after full payment of invoices for ordered merchandise and platform usage.

6.5. Under subscription agreements, invoices submitted by Sunday must be paid within 30 days.

6.6. Late payment may result in various actions by Sunday, including suspension of Sunday Wardrobe functionality, manufacturing, and delivery of ordered merchandise.

6.7. The Client waives the right to suspend payment in case of own claims or complaints.

6.8. If the Agreement involves multiple parties, each is jointly and severally liable for fulfilling obligations.

6.9. Upon termination, Sunday may offset claims against the Client, regardless of when they become due, in accordance with Belgian financial regulations.

6.10. Presentation of an account statement by Sunday is sufficient to determine and prove the amount owed by the Client.

7. Intellectual Property Rights

7.1. If the intellectual property rights, including but not limited to copyrights, trademarks, design rights, patents, and other proprietary rights, pertain to designs provided by the Client to Sunday for the production of goods, these shall remain the exclusive property of the Client. The Client warrants that it owns or has obtained all necessary rights, licenses, and permissions to use such designs and to authorize Sunday to use them.

7.2. If the intellectual property rights, including but not limited to copyrights, trademarks, design rights, patents, and other proprietary rights, pertain to designs created by Sunday for the Client, these shall remain the exclusive property of Sunday.

7.3. The intellectual property rights of Sunday that arise in the execution of the assignment/agreement shall be used solely in the further execution (production) of that assignment, or with prior written consent from Sunday.

7.4. Both Sunday and the Client shall take reasonable steps to protect the intellectual property rights in the designs created by Sunday and the designs provided by the Client from unauthorized access, use, or disclosure. Sunday shall ensure that all personnel involved in the production of the goods are aware of and comply with the confidentiality obligations set forth in this Agreement.

7.5. Upon completion of the production of the goods, or upon termination of this Agreement, whichever is earlier, Sunday shall return to the Client all copies of the Client’s designs in its possession or, at the Client’s direction, securely destroy such copies.

7.7. The Client shall indemnify and hold Sunday harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any allegation that the Client’s designs infringe any third party’s intellectual property rights.

8. Logistical Services

8.1. Sunday shall not be liable for any damage whatsoever during the transport of the Goods including loss and late delivery, unless the damage has been caused by fault or negligence of Sunday itself.

8.2. If during the execution of transport, damage occurs for which Sunday is not liable, Sunday shall use its best endeavours to recover the Client’s damage from the party that is liable for the damage and shall be entitled to charge the Client for the costs incidental thereto on a time and expense basis.

8.3. The current pricing (as applicable on the date of this Agreement) for the abovementioned warehousing services are included in the Wardrobe platform. The prices listed are estimates and are subject to adjustment based on the actual destination and precise measurements of the parcel, as well in case of pricing updates of the contractual partners of Sunday. Final charges will be determined in accordance with the applicable rates and fees in effect at the time of shipment. Sunday reserves the right to update in the event of circumstances that were neither foreseen nor could be influenced directly by Sunday.

9. Information Management Platform Services

9.1. The Client shall upload all contact details of the intended recipients as well as the specific merchandise that needs to be shipped. It is the sole responsibility of the Client to provide accurate and complete information to the Sunday Wardrobe platform. Sunday does not accept any responsibility or liability as a direct or indirect consequence of the inaccurate or incomplete information by the Client.

9.2. The Client agrees to notify Sunday without undue delay in case of technical issues with Sunday Wardrobe. Sunday undertakes to repair such issues as soon as possible without additional costs other than the fees as agreed upon. However, Sunday cannot be held to repair any issues which are the result of unauthorised changes to Sunday Wardrobe or its, if any, incorporation with the Client’s CRM-system.

9.3. Pricing for the use of the Sunday Wardrobe Information Management platform is invoiced monthly or yearly. Pricing depends on the subscription package of the Client.

9.4. Any operational interference by our IT department, other than bug fixing, will be charged at EUR 125,00/h excl. VAT.

9.5. In the event that the Wardrobe platform is unavailable for any reason, the Client may request services through alternative means, such as via email. Consequently, services can be requested without the necessity of the platform being live.

10. Data Protection

Both parties must comply with relevant data protection laws, including the EU General Data Protection Regulation 2016/679 and the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC). This includes ensuring compliance by their staff, agents, representatives, and subcontractors.

11. Confidentiality

All exchanged information, including documents and data related to business activities, is confidential. Parties agree to keep it private and only share it with authorized individuals. Upon termination, return or destroy the information. This doesn’t affect necessary information use. Confidentiality lasts 3 years post-termination.

12. Miscellaneous

12.1. If any part of this Agreement becomes invalid or unenforceable, the rest of the Agreement remains valid. If compliance becomes impossible due to a legal decision, the Parties will cooperate to amend the Agreement.

12.2. Delay or failure in exercising rights does not waive those rights, nor does it prevent future exercise of those rights.

12.3. Transfer of this Agreement to a third party requires written consent from both Parties.

12.4. In the event of any conflict or inconsistency between these General Terms and Conditions and any separately agreed written terms between the parties (including but not limited to commercial agreements, service level agreements, or custom project terms), the specifically agreed terms shall prevail.