General Terms and Conditions

1- Applicability

These General provisions and Terms regulate the business relations with the accounts which are registered as "Users" in the platform available in the website www.fabriclook.com operated by FABRICLOOK.

2- Definitions

The following terms express the definitions used for the regulation and application purposes of the General Provisions and Terms.

• 2.1 - FABRICLOOK, is a smart commerce platform created by SF DANIŞMANLIK REKLAM TURİZM İÇ VE DIŞ TİC. LTD. ŞTİ., specific to the baby & kids apparel industry and aiming to gather manufacturers and buyers
• 2.2 - "Website" means www.fabriclook.com including all contents and subdomain names stated herein.
• 2.3 - "Platform" means the presentation of online products and services provided by FABRICLOOK upon opening a session under the domain www.fabriclook.com.
• 2.4 - "User" means any real person or legal entity having signed the policy for use for the FABRICLOOK Platform.
• 2.5 - "Account" means the member company account which is created in the website by completing all information including the profile and sub-profile of the user.
• 2.6 - "Company Account" means the technical and legal access to the profile created by a company executive as User in the Platform.
• 2.7 - The Users which are registered as "Buyer" in the Platform are the target audience of the products and contents taking place in the Platform.
• 2.8 - "Manufacturer" is the User Account created in order to provide products and services which is appropriate to the purpose of the Platform.
• 2.9 - "Sub Account" means a sub account of one single person defined under the company account which has access to the platform.
• 2.10 - "Price Quotation Requests" are the price proposals given by the User acting as the Buyer to the User acting as the Manufacturer for baby and kids apparels.

3- General Provisions

• 3.1 - In this Platform, FABRICLOOK provides online tools and matching algorithms for promotion, communication and qualification, information exchange, business management and marketing as well as for general marketing intelligence.
• 3.2 - Users may utilize the Platform after signing the subscription contract for the use of FABRICLOOK. When the User becomes subscriber of the Platform, the User will be deemed as having accepted the general provisions and terms of usage taking place in this text.
• 3.3 - FABRICLOOK will continuously develop and improve the services required for the Users in order to realize the Platform's purpose.
• 3.4 - The following provisions and terms are applicable for all services provided between FABRICLOOK and the Users via the Platform.

4- Convenience for User

• 4.1 - FABRICLOOK is entitled to approve or not to approve the Users' account creation requests.
• 4.2 - While subscribing to the Platform and creating an account, the Users are obligated to share with FABRICLOOK, the information and documents (tax board, example visuals of the products, registration to the chamber, manufacturer certificate etc.) which evidence the commercial existence related to the accuracy of the account as requested by FABRICLOOK, for the purpose of approval of the account.
• 4.3 - The accuracy of the information sent by the User to FABRICLOOK for the account approval have been guaranteed by the User. FABRICLOOK shall not be held responsible for any losses and damages arising from any incompleteness or incorrect information in the documents. Also, FABRICLOOK reserves the right to recourse to the User if FABRICLOOK should be exposed by any losses and damages.

5- Subscription Processes of the Users

• 5.1 - FABRICLOOK provides different subscription models for Users defined as Buyers and Manufacturers. Subscription models are; fee subscription and payable subscription where a predefined subscription fee is available depending on the requested service options.
• 5.2 - The free subscription model is envisaged for users defined as Buyer. Users who request to be a Buyer fill in the online registration in the Platform and make their proposals for being a subscriber by confirming the subscription contract. FABRICLOOK evaluates the received subscription proposal. The evaluation result will be sent to the user by e-mail or telephone within reasonable time.
• 5.3 - The payable subscription model is envisaged for users defined as the Manufacturer. The subscription fee is defined depending on the selected services among the provided services.
• 5.4 - All information, especially contact details specified in the registration form have to be complete and accurate. The user is obligated to notify any changes in the given information such as and especially e-mail address payable subscription, invoicing and payment information to FABRICLOOK immediately.
• 5.5 - If a User has subscribed to a payable subscription model and unless otherwise agreed on, FABRICLOOK may invoice the monthly/annual fees plus in all cases, the VAT, if applicable. The Excluding the VAT payable in Turkey, the User shall be responsible for the payment of all local sales taxes or other indirect taxes applied due to payments made to FABRICLOOK in scope of the subscription contract. The User shall FABRICLOOK harmless against any local tax claims by local authorities in respect with the workplace. FABRICLOOK may assign its subscription fee claims against the User to its country specific affiliates and/or collect such subscription fees through its country specific affiliates.
• 5.6 - FABRICLOOK is entitles to suspend the User's access to the Platform if there are sufficient reasons for FABRICLOOK to assume that the User has violated these provisions and terms.

6- Accounts and Privacy of the Login Data

• 6.1 - In certain subscription models, FABRICLOOK enables the Users to open subaccounts for their own employees under the Users' Company Accounts.
• 6.2 - All logins to the Platform are personalized by the User who has created the account. The User has the ownership of username and password data defined by the User. Keeping the login data (username and password) strictly confidential and protecting against unauthorized access by third parties is under the responsibility of the User. The User is also responsible for the confidentiality of the subaccounts defined by the User. FABRICLOOK shall not be held responsible for any losses and damages which may arise in this process.
• 6.3 - If the User has nay suspect that the login data are used without authorization the User is obligated to notify this situation FABRICLOOK without any delay. FABRICLOOK reserves the right to change the login data of the User Account or any Subaccount and/or to inactivate an Account end/or Subaccount if there are any signs of unauthorized access by third parties.

7- Use of the Platform and Terms of Use

• 7.1 - The User may utilize the following functions depending on the selected subscription model:
• 7.2 - The algorithms which match with the Platform's messaging function enable the connection between Buyers and Manufacturers using a tracking function. Users may add information to their Profiles in the Platform. Manufacturers can share their products in the showrooms of the Platform whereas Buyers can define the requirements of the products which they intend to purchase.
• 7.3 - The information of the Manufacturers appearing in the Platform (for example; information, certificates, catalogues, other documents etc. attached to their Profile, virtual showroom etc.) are available to access by Buyers in the Platform. Manufacturers can view only the profiles of Buyers who are messaging with them.
• 7.4 - Further, Buyers may send special price quotation requests on the Platform.
• 7.5 - Buyers may use the Platform to find Manufacturers which may be sorted by various criteria. These search criteria will be displayed to the Platform Uses in connection with the said Buyer's Profile.
• 7.6 - The Platform provides a data base where Buyers can mark and manage the Manufacturers in their Profile, such as visit reports, photographs, notes, profiles, file upload etc.
• 7.7 - Each Buyer may conclude Agreements with Manufacturers by using the functions of the Platform. Users are exclusively responsible for the transactions made with other Users. FABRICLOOK cannot be party of any agreement concluded by and between the Platform Users and is not bound to any agreements by and between the Users. FABRICLOOK is not responsible for the conclusion of any agreements by and between the Platform Users.
• 7.8 - The collection of information about other Users who an agreement has been concluded with (for example: information of credibility and signing power) is only under the responsibility of the Users. FABRICLOOK is not responsible for the accuracy or completeness of any information available in the Platform. Expressly, FABRICLOOK is not responsible for results which lead to business partners' proposals by using search functions, suggestions or matching algorithms.
• 7.9 - FABRICLOOK reserves the right to change, correct or extend the Platform's content or structure or the respective user interfaces provided that the purpose of the contract concluded with the Users shall not be executed or not affected severely.

8- General Obligations and Permissions of the User

• 8.1 - The User has to be sure that the information contained in the user account and/or which the User shares through its profile shall be correct, not misleading and shall not violate third parties' rights, expressly trademark rights, design rights or privacy rights. The User is obligated to ensure that content uploaded in the account's profile (name of the company or real person, contact information, available products etc.) shall be complete, correct and updated.
• 8.2 - The User who makes use of FABRICLOOK's services gives permission to the use of the User's logo and names by FABRICLOOK by this contract for the promotion of this Platform and for advertising purposes.
• 8.3 - The User shall inform all its employees who use the Company Account or all personnel who have access to login, if any, that such employees and personnel are obligated to follow these terms and conditions.
• 8.4 - The User is obligated:
  • To apply and maintain periodical data backups which are of commercial and/or legal significance to the User during the whole period of the Contract,
  • To ensure that login information shall be used with utmost attention and to prevent the access to the login information by unauthorized persons,
  • To collaborate with FABRICLOOK to the extent required to investigate and prevent unauthorized access to the Platform,
  • To use the Platform only to ensure a connection between Users for business purposes.
• 8.5 - The Users are responsible for ensuring that any information and data published in or uploaded to the Platform by the Users shall not contain any Trojans, viruses and similar harmful software. The User is obliged to keep FABRICLOOK harmless from any third part claims caused by not following the aforementioned obligations and to remedy any losses and damages of FABRICLOOK in this respect.
• 8.6 - The Users may submit their requests for deletion of their defined accounts to FABRICLOOK by following the "Unsubscribe" method. FABRICLOOK will carry out the evaluation assessment related to the deletion requests and will notify the User by e-mail or telephone within reasonable time.

9- Additional Obligations for Subaccounts

• 9.1 - If the subscription of a User enables the creation of a Subaccount, it is the User's responsibility to ensure that such Subaccounts shall be used by real person representatives (the User's authorized and competent personnel) in compliance with the applicable laws.
• 9.2 - The ownership of use of the subaccounts assigned by the Users is the property of the Users. They may amend or delete such subaccounts without further approval at any desired time.
• 9.3 - The User guarantees that:
  • Information and permission has ben granted for the user of the platform, especially in scope of the employment law,
  • During registration and use of the Platform, the personal data of the person defined as subaccount are processes according to the Personal Data Protection (KVKK) Law 6698 and that obligations of other clarifications by law and, if necessary, obtaining explicit consent obligation has been fulfilled.

10- The Responsibility of the Platform Operator

• 10.1 - FABRICLOOK shall be responsible only in case of violations of the basic contractual obligations and commitments related to privacy and security.
• 10.2 - The aforementioned responsibility restrictions shall be applicable for FABRICLOOK employees.
• 10.3 - If the Platform provides direction options to third parties' databases, websites, services etc. by links or bridges, FABRICLOOK shall not be held responsible for the accessibility, existence, security or content of such databases or services. Especially, FABRICLOOK shall not be responsible for the legitimacy, correctness or completeness of such third party services.
• 10.4 - If the Platform should contain information from third party providers (for example, through API call), FABRICLOOK shall not be responsible for the legitimacy, correctness or completeness of such third party services.
• 10.5 - FABRICLOOK shall not assume any responsibility of the data in a user account shall be deleted or amended by any of its employees, any company manager or by any third party.

11- Third Party Content, Data Security, Privacy

• 11.1 - Matters such as Privacy, Security and Cookies related to the Platform and content are regulated in details under the "PRIVACY, SECURITY AND COOKIES POLICY"
• 11.2 - The Users shall refrain from publishing any content which violates legal obligations, public orders or common ethics. Also, User shall not publish any content which violates third parties' rights, especially copyrights and trademark rights.
• 11.3 - Apart from the states specified in chapter 11, FABRICLOOK does not review the content provided in the Platform by Users and does not assume any responsibility for such content.
• 11.4 - FABRICLOOK reserved the right to remove any content if such content violates the applicable law or FABRICLOOK has any reasons to believe that such content violates the rights of Users or third parties.
• 11.5 - The User keeps FABRICLOOK harmless from any claims which may occur due to the User'S violation of third party rights or legal violations.
• 11.6 - FABRICLOOK servers are protected by industry standard technology and especially by firewalls and/or passwords; however, Users are aware of that there is a risk of capturing the data relayed for all Users of the Platform. This also applies for the integrated messaging system and other data transfers as well.
• 11.7 - FABRICLOOK takes economically reasonable measures to minimize the inactive periods of the Platform. Nevertheless, there may be disruptions in the Platform due to software failures in the technical system, maintenance, upgrade operations etc. The User shall be responsible by itself for taking measures which shall ensure that the User's business activities shall not be affected due to temporary disruptions.
• 11.8 - FABRICLOOK keep all information provided by the User and declared as confidential in strict privacy and uses such information only in compliance with the said terms and conditions. This state applies for following information as well:
  • Any information which are legally known at the time received by FABRICLOOK,
  • Any information which had been previously disclosed by FABRICLOOK,
  • Any information which is published as public domain or by other methods without violating this contract concluded by FABRICLOOK at the date of disclosure or after such date or any information disclosed to FABRICLOOK by a third party who is not under any obligation of keeping the information confidential.
• 11.9 - 11.9. FABRICLOOK reserves the right to share such information with authorized organizations and institutions in cases where FABRICLOOK is legally obligated to do so.
  However, Users are aware of that FABRICLOOK cannot prevent other Platform Users from sharing such content with third parties.

12- Conditions

• 12.1 - The first period begins for the Users, in accordance with Chapter 5, with the acceptance of the subscription contract. As stated in details below, the subscription for Buyers is indefinite unless the subscription will be terminated. For Manufacturers; notification of expiry will be made to Manufacturers one month before the expiration of the annual subscription period and renewal will be made upon the Manufacturer's approval.
• 12.2 - In case of a free subscription model, the Buyer may terminate its subscription at any desired time by sending an e-mail to FABRICLOOK. Due to technical reasons, the complete deletion of such User's profile from the Platform and non-view of such profile by other Users upon termination may take thirty (30) days.
• 12.3 - Each of the parties is entitled to terminate this contract lawfully without any notification period. The following situations constitute justified reasons for FABRICLOOK.
  • The User's violation of the provisions of these terms and conditions and not remedying such violations within the defined period,
  • The Users' actions which constitute a crime or attempts for such crime (for example: fraud),
  • If the User is, is in default for the payment to be made according to Chapter 5 for a period of longer than six weeks;
  • Any reasonable operations disruptions which develop/occur due to force major states beyond the control of FABRICLOOK such as Acts of God, fire or epidemics.
• 12.4 - Notifications for termination shall be made in written or, if possible, by using the termination procedure in the account section of the Platform. Communication by e-mail or fax is acceptable.
• 12.5 - Right of withdrawal upon the return of benefits achieved mutually are excluded.
• 12.6 - If the User has previously paid the subscription fee, the legal provisions related to refund will be applied.

13- Amendments in the Terms and Conditions of Use

• 13.1 - FABRICLOOK will notify any amendments in these provisions and terms in written by fax, e-mail or a message which will appear when Users enter the Platform. If the User will not raise any objection to such amendments within two weeks upon receipt of the notification, the User will be deemed as having accepted the amendments. If the terms and conditions will be amended, FABRICLOOK will inform the Users of their rights for objection and the legal consequences of remaining silent.
• 13.2 - If the User objects to the amendment of the provisions and terms, FABRICLOOK shall be entitled to terminate the contract by giving notification within a period of two weeks beforehand.

14- Law and Jurisdiction

• 14.1 - For the settlement of disputes arising from this contract or from the interpretation of the clauses of this contract the Courts and Execution Offices will be the place of jurisdiction and the Governing Law will be the Laws of the Republic of Turkey.

15- Various Provisions

• 15.1 - The User cannot assign any rights and obligations within the scope of this contract to third parties without FABRICLOOK'S written permission beforehand.