General Terms and Conditions for Advertising on Yllw Factory Marketplace

General

1. These general terms and conditions (the “Terms”) apply to companies (“Advertiser”) that advertise via Yllw Factory Marketplace (“Yllw Factory”). The platform is provided by Soeco Kontorsmöbler AB, reg. no. 556894-0562, Pumpvägen 1, 247 50 Dalby (hereinafter referred to as “Yllw Factory”).
2. By publishing an advertisement on Yllw Factory, the Advertiser accepts these Terms and undertakes to comply with them.

Advertiser’s Obligations

Conditions for advertised goods

3. The Advertiser warrants that the goods advertised on Yllw Factory:

• correspond to the information stated in the advertisement,
• are the property of the Advertiser,
• are not pledged, subject to security interests, or otherwise encumbered,
• are not stolen property,
• are not counterfeit or unauthorized copies, and
• are available for sale for the entire time the advertisement is published.

4. The Advertiser is responsible for storing the advertised goods in a secure and appropriate manner until the goods are handed over in accordance with an order from Yllw Factory, including during any reservation period in accordance with clause 5 below.
5. The Advertiser accepts that a product may be reserved by a customer for up to ten calendar days. During the reservation period, the product may not be sold to another buyer or removed from the Marketplace. Breach of this obligation may result in liability for damages corresponding to 25 percent of the product’s value. Yllw Factory reserves the right to extend a reservation when there are special reasons.

Rules for Advertisement Design

6. The Advertiser is responsible for ensuring that advertisements published on Yllw Factory:

• comply with applicable Swedish legislation, including but not limited to the Marketing Act (2008:486) and the General Data Protection Regulation (GDPR),
• comply with ICC’s rules on advertising and marketing communication,
• do not contain material that infringes on third-party copyright or other intellectual property rights.

7. The advertised product must be described accurately and truthfully. The product’s condition and any defects must be clearly indicated in both text and images. The Advertiser undertakes to follow the advertising guidelines provided by Yllw Factory.
8. External links may not be included in advertisements.
9. The advertisement must meet the technical and editorial requirements established by Yllw Factory from time to time.

Reservations and Publication

10. Yllw Factory reserves the right to adjust an advertisement if it is deemed to improve quality.
11. If an advertisement does not meet the requirements applicable to advertising on the Marketplace, Yllw Factory has the right to refuse publication or suspend the advertisement. The Advertiser will then be given the opportunity to correct the content.
12. Yllw Factory cannot guarantee that the Marketplace will be free from technical errors or interruptions.
13. Yllw Factory also cannot guarantee that an advertised product will be sold.
14. The number of visitors to the Marketplace may vary over time. Yllw Factory is not responsible for such variation.
15. Yllw Factory has the right to change the design of the platform, which may involve changes to advertisement formats and how advertisements are displayed.

Advertiser’s Liability

16. The Advertiser shall indemnify Yllw Factory for damages or costs arising from the Advertiser’s:
    (i) breach of these Terms,
    (ii) unauthorized use of the platform,
    (iii) actions in violation of applicable legislation, or
    (iv) publication of advertisements that infringe on third-party rights.
     
17. The Advertiser’s liability is limited to direct damages, unless the damage was caused intentionally or through gross negligence.
18. The Advertiser’s liability is not affected by the fact that Yllw Factory has reviewed an advertisement without raising objections.
19. The parties shall inform each other if claims are directed against Yllw Factory in connection with an advertisement. If requested by Yllw Factory, the Advertiser shall, at its own expense and to a reasonable extent, assist Yllw Factory in handling such claims.

Intellectual Property Rights

20. By publishing an advertisement via Yllw Factory, the Advertiser grants Yllw Factory a non-exclusive right to use the advertisement material for the purpose of marketing the product on the Marketplace.

Force Majeure

21. Yllw Factory is not liable for damages or delays caused by circumstances beyond Yllw Factory’s control, which could not reasonably have been foreseen or avoided.
22. If the performance of an obligation is prevented due to COVID-19 or similar extraordinary circumstances, this shall be considered force majeure and release the party from liability, provided that the circumstance constitutes an obstacle that could not reasonably have been avoided.

Processing of Personal Data

23. Both parties may process necessary personal data regarding the other party’s contact persons in connection with the agreement, such as names and contact details. The purpose is to administer the contractual relationship and enable communication between the parties.
24. Yllw Factory is the data controller for its processing of personal data. Data is retained for as long as necessary for the agreement or as required by law. When the data is no longer needed, it will be deleted or anonymized. Registered individuals have the right to information, rectification, or deletion in accordance with applicable data protection legislation.
25. Yllw Factory reserves the right to contact the Advertiser regarding matters related to advertisements.

Early Termination

26. Either party has the right to terminate the cooperation with immediate effect if the other party materially breaches its obligations under these Terms and fails to remedy such breach within 14 days after being notified, or if there are reasonable grounds to believe that obligations will not be fulfilled.
27. Yllw Factory has the right to terminate the cooperation and remove an advertisement with immediate effect if the Advertiser does not comply with these Terms or if the advertisement violates laws, regulations, or other binding rules.

Sales Agreement

28. When an advertised product receives a request from a customer, a separate sales agreement is entered into between Yllw Factory and the Advertiser, in accordance with the specific terms stated in that agreement.
29. Sales to end customers are handled by Yllw Factory.
30. When a listed item is sold through Yllw Factory Marketplace, the sales amount is shared equally between the Advertiser and Yllw Factory, with a distribution of 50 percent each.

Amendments

31. Yllw Factory reserves the right to update these Terms. The version in effect is the one published on the Marketplace at any given time.

Governing Law and Disputes

32. These Terms are governed by Swedish law. Any dispute between the parties shall primarily be resolved through negotiations. If no agreement is reached, the dispute shall be finally settled by arbitration in simplified proceedings.