Terms and Conditions of Sale

2.1 General access conditions

Access to the Platform and its transactional features is reserved for adult natural persons (18 years or older) acting in a personal capacity. Any use for regular and large-scale commercial purposes is subject to the provisions of Article 17 (DAC7 Obligations).

By creating an account, the User guarantees the accuracy of the information provided, including their country of residence, and undertakes to keep it up to date. Any identity theft or provision of false information constitutes a serious breach that may result in immediate account termination and legal proceedings.

2.2 Creator account qualification procedure

Creator status is not automatically accessible. It is subject to a manual verification process by the Company comprising:

• Submission of a complete file: artist name, biography, specialities, portfolio, links to social networks and cover letter;
• Review of the file within 48 to 72 business hours;
• Notification of the decision (approval or reasoned refusal) by email;
• In case of refusal, possibility to resubmit after 30 calendar days.

The Company reserves the right to suspend or revoke Creator status in the event of breach of these Terms of Sale, fraudulent behaviour, recurring unresolved disputes or third-party complaints for counterfeiting or unfair practices.

3.1 Nature of transactions between individuals

The CLOWOO Marketplace enables any registered User to offer fashion items from their personal wardrobe for sale, exchange or donation. These transactions are concluded directly between individuals, with the Company acting as host and technical intermediary within the meaning of French Law No. 2004-575 of 21 June 2004 (LCEN) and Regulation (EU) 2022/2065 (DSA).

The Company is not a party to the sales contracts concluded between Users. It cannot be held liable for the conformity, authenticity or quality of listed items, or for the solvency or good faith of Users.

3.2 Listing items

The Seller is solely responsible for the description, photographs, price and terms of sale of their items. In this regard:

• Items must be clearly described: actual condition (new, very good, good, acceptable), size, material, brand, any defects;
• Photographs must faithfully represent the offered item. Misleading montages are prohibited;
• Prices are freely set by the Seller, in the legal currency of their country of residence, as detected and displayed by the Platform;
• To offer an item for sale, the Seller must have opened a Payout Account. Without a Payout Account, the item stays visible in their wardrobe but cannot be bought;
• Strictly prohibited: counterfeits, dangerous or unsanitary items, regulated products, items infringing third-party intellectual property rights.

3.3 Sale between individuals

The sale is concluded upon effective payment by the Buyer via Stripe. The Buyer pays the item price, the shipping cost and the Marketplace Service Fee, all displayed before payment. The Seller receives the full item price.

Shipping: in France, the Buyer chooses a pickup point (Mondial Relay) or home delivery (Colissimo, Chronopost), and the label is generated by the Platform through Sendcloud. In the United States and Canada, home delivery goes through Shippo, at the carrier rate calculated before payment. In other countries, sales with shipping are not yet available.

Buyer protection: the payment is collected by Stripe. The Seller's share is only paid to their Payout Account after the Buyer confirms receipt, or automatically 14 days after confirmed dispatch if no problem is reported.

3.4 Item exchange (swap)

The exchange feature lets two Users residing in the same country swap their items, with no payment between them. Each participant pays the Platform an exchange fee, displayed before confirmation:

Premium subscribers, including during the free month (Article 10), get 3 exchanges a month with no exchange fee.

Shipping: each participant chooses how they receive the other's item (pickup point or home) and pays the shipping of the item they receive. Shipping is available in France, the United States, Canada and Mexico; in other countries, exchanges take place in person.

Deposit: for an exchange with shipping, a deposit equal to 30% of the estimated value of the item to be sent, with a minimum of €10 (or the equivalent), is held on each participant's card. It is released as soon as their parcel is dispatched. If a participant does not dispatch their parcel within the stated time, their deposit is captured: 80% is paid to the other participant's Payout Account and 20% is kept by the Platform to cover the handling of the incident.

The exchange is concluded when both Users have explicitly confirmed the terms via the dedicated interface.

3.5 Item donation

Donation lets a User (Donor) give an item free of charge to another User (Recipient). Receiving a donation is reserved for Premium subscribers, including during the free month (Article 10).

In person, a donation is entirely free. With shipping, the Recipient pays the shipping cost and a service fee of €0.99 ($1.99 in the United States, CA$2.49 in Canada, MXN 35 in Mexico; converted equivalent in other currencies). Shipping is available in France, the United States, Canada and Mexico.

If the Donor does not dispatch the item, the Recipient is refunded the shipping cost; the service fee remains due. A donation is final: no return is provided, except by express agreement between the parties.

4.1 Nature of Services and Creations

Creators offer personal services in the field of fashion and textiles (bespoke, alterations, styling, embroidery, makeover, capsule wardrobe, etc.) as well as Creations, available immediately or made to order. They act independently and under their sole responsibility. The Company acts as an intermediary for referral and payment management.

4.2 Quote-based Order process

4.3 Creator obligations

• Carry out the work in accordance with the accepted brief and within the timeframe stated in the quote;
• Upload 1 to 3 proof photos before any dispatch, failing which payment will be blocked;
• Dispatch the order within a reasonable time after the photos are uploaded;
• Respond to the Client's messages within 48 business hours;
• Have a valid Payout Account: it is required to publish a paid Service or Creation.

4.4 Administrative, tax and social status

The Creator carries out their activity on the Platform on an independent basis, under their sole responsibility. They are responsible for complying with all administrative, tax and social obligations arising from this activity:

• Registration: where the activity is carried out on a regular or habitual basis, the Creator must register with the competent authorities in their country of residence. In the context of its DAC7 obligations, the Company may ask the Creator for their business or tax identification number.
• Income declaration: amounts received via the Platform constitute taxable professional income. The Creator is solely responsible for declaring them to the competent tax authority.
• VAT and sales tax: the Creator is responsible for any VAT or sales tax applicable to their sales. Any Creator exceeding the applicable VAT registration threshold must notify the Company immediately at users_support@clowoo.com. Final Prices displayed by VAT-registered Creators are deemed inclusive of all taxes. The Company does not collect VAT on behalf of Creators.
• Social contributions: the Creator is responsible for paying their social contributions to the competent bodies in their country of residence.

4.5 Creations

The Creator sets the price of each Creation. When the Creator ships the Creation themselves, they set a fixed shipping cost shown to the Client before payment; this is mandatory for any Creation offered internationally or sold outside France. For a made-to-order Creation, the price and lead time are set by the accepted quote (Article 4.2).

The Creator Commission applies to Service and Creation Orders. A Creator who sells an item from their personal wardrobe on the Marketplace follows the same rules as any Seller (Article 3.3): the Creator Commission does not apply.

5.1 Price formation

The base price of Services is displayed as an indication on the Creator's profile. The Final Price is the price of the Creation or the quote accepted by the Client. It is the basis for calculating the Creator Commission.

5.2 Applicable commissions and fees

5.3 Payment methods

Payments are processed exclusively by Stripe, an authorised payment service provider, through its secure payment page or the payment form built into the app. The Company stores no banking data. Accepted payment methods are those offered by Stripe (including Visa and Mastercard).

5.4 Payouts and Wallet

Amounts owed to the Creator or Seller are transferred to their Payout Account within 48 hours of receipt confirmation or automatic validation. They appear in the app's Wallet.

The holder can transfer their balance to their bank account whenever they wish, from 10 units of their account currency. Withdrawal fees are deducted from the amount transferred and shown before confirmation:

• €2 on the first successful withdrawal of each calendar month;
• 0.25% of the amount plus €0.10 on each withdrawal;
• an extra 0.25% when the bank account is in the United Kingdom, Switzerland, the United States or Canada.

These fees correspond to the fees Stripe charges for maintaining the Payout Account and for the transfer. They are calculated in euros and converted into the account currency. If a withdrawal fails, the fees are refunded.

A balance not withdrawn for 80 days is automatically transferred to the registered bank account, with the usual withdrawal fees deducted, in line with Stripe's rules on how long funds may be held.

If the Payout Account cannot yet receive funds when an order is validated, the payout is put on hold and made as soon as the account is activated. The holder is notified by email and in-app notification.

5.5 Automatic validation

If the Client does not confirm receipt and does not open a dispute within 30 calendar days following confirmed delivery of an Order, the Order is automatically validated and payment transferred to the Creator. The Client is notified at least 72 hours before automatic validation.

6.1 Legal principle

In accordance with applicable consumer protection law, the consumer has 14 calendar days to exercise their right of withdrawal from the conclusion of the service contract, without having to give reasons or pay penalties.

6.2 Express waiver for Orders

In accordance with applicable law, the right of withdrawal does not apply to services fully performed before the end of the withdrawal period with the consumer's prior express agreement, nor to goods made to the consumer's specifications or clearly personalised.

Before paying a quote-based Order, the Client must tick the following consent box:

The date and time of consent are recorded in the system and constitute admissible evidence. Ticking this box is mandatory to validate the order.

6.3 Right of withdrawal for sales between individuals

In the context of transactions between occasional individuals, the statutory 14-day right of withdrawal does not apply by operation of law. However, any Seller falling outside the DAC7 exclusion defined in Article 17 may be classified as a de facto professional seller, in which case the right of withdrawal applies in full.

7.1 Reporting a problem

If a problem is found after receipt of an Order (work not conforming to the brief, damaged item, non-receipt), the Client may open a dispute from the order detail screen during the 30-day validation period. After this period, automatic validation is irreversible.

For Marketplace purchases, the Buyer must report any problem within 14 days of the delivery date or estimated delivery date.

7.2 Amicable resolution procedure

Opening a dispute reopens the encrypted messaging channel between the Client and the Creator or Seller. The parties have 14 days to reach an amicable agreement. The Creator or Seller may mark the dispute as resolved, which triggers payment within 48 hours.

7.3 Company intervention

In the event of persistent disagreement, manifest fraud or proven non-performance, the Company may intervene as last-resort arbitrator and reserves the right to:

• Issue a full or partial refund to the Client via Stripe;
• Suspend payment of all or part of the amount during the investigation;
• Suspend or delete the account of the Creator or Seller involved.

7.4 Statutory conformity guarantee

In accordance with applicable consumer law (transposing Directive 2019/771/EU), where a Seller is classified as a de facto professional, the Client benefits from the statutory conformity guarantee of 2 years from delivery of the item.

For Creator Orders, conformity guarantee liability rests with the Creator. The Company facilitates dispute resolution without incurring direct liability.

13.1 Company liability

The Company cannot be held liable for:

• The quality, conformity or delivery times of work performed by Creators;
• The conformity, authenticity or quality of items listed by Sellers;
• Damages resulting from a service interruption or force majeure events;
• Damages resulting from fraudulent or unauthorised use of a User's account.

The Company's liability is limited to the amount it actually received in connection with the transaction giving rise to the dispute.

13.2 Creator liability

The Creator is solely responsible for the quality, conformity and delivery times of the Services and Creations they offer. Any complaint relating to an Order must first be addressed to the Creator via the Platform's dispute mechanism.

13.3 Client liability

The Client undertakes to provide a clear, complete and non-misleading brief, accurate and up-to-date delivery information, and to confirm or report any problem within the stipulated timeframes.

17.1 Exclusion mechanism and reporting thresholds

Under the applicable transposing legislation, the Company is not required to report a Seller who meets both of the following conditions during the calendar year:

Any Seller not benefiting from the exclusion is reported to the competent tax authority of their country of residence, in accordance with the DAC7 obligations transposed in each Member State.

18.1 Prior amicable resolution

In the event of a dispute, the User must first send a written complaint to customer service:

• By email: users_support@clowoo.com
• By post: CLEMS BROADCAST, Draveil 91210, France

The Company undertakes to respond to any complaint within 48 to 72 business hours.

18.2 Consumer mediation

If the written complaint has not resolved the dispute, the Consumer may refer it free of charge to the consumer mediator the Company belongs to, within one year of the complaint:

Mediator contact details: appointment in progress.

18.3 Competent jurisdiction

In the absence of an amicable agreement within 30 days, any dispute between the Company and a professional User will be subject to the exclusive jurisdiction of the courts of CLEMS BROADCAST's registered office, located in Draveil, Essonne (91210). As transactions are strictly national, disputes between Users are governed by the law of the country where the transaction was concluded.

For disputes involving a Consumer, the competent courts are those designated by applicable consumer law, including those of the Consumer's domicile.