Terms of Service

1. About Surpl.io

Surpl.io is a business-to-business (B2B) marketplace platform operated by Surpl.io B.V., registered in the Netherlands, that connects buyers and sellers of surplus fashion materials, including fabrics, trims, yarns, and related textile products. These Terms of Service govern your access to and use of the Surpl.io platform, whether as a registered user, guest, or visitor.

2. Eligibility

Surpl.io is exclusively for businesses, organisations, and professional buyers. By creating an account, you represent and warrant that:

• You are a legally registered business or organisation, or act in a professional capacity;
• You have the authority to bind your organisation to these Terms;
• You are at least 18 years of age and not prohibited from using the platform under applicable law.

We reserve the right to suspend or terminate accounts that do not meet these eligibility requirements, including consumer accounts created for personal, non-business use.

3. Account Registration

To access certain features of Surpl.io, including placing orders, listing inventory, or participating in the Vault™ programme, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain the security of your account credentials;
• Promptly notify us of any unauthorised use of your account;
• Accept responsibility for all activities that occur under your account.

4. Marketplace Transactions

Surpl.io facilitates transactions between independent buyers and sellers. We are not a party to any sales contract concluded through the platform. Each transaction is governed by:

• The seller's stated terms, including minimum order quantities, lead times, and shipping conditions;
• The buyer's acceptance of these terms at the point of purchase;
• Any additional agreements communicated through the platform's messaging system.

Surpl.io collects payment on behalf of sellers and releases funds according to our escrow and dispute resolution procedures. We charge platform fees as disclosed in our Pricing page.

5. Seller Obligations

Sellers listing materials on Surpl.io agree to:

• Describe materials accurately, including fibre composition, weight, width, colour, and condition;
• Maintain sufficient stock to fulfil orders within stated lead times;
• Ship orders promptly and provide valid tracking information;
• Comply with all applicable laws, including textile labelling and product safety regulations;
• Not list counterfeit, stolen, or illegally obtained materials.

Failure to meet these obligations may result in listing removal, account suspension, or permanent exclusion from the VerifiedSurplus™ programme.

6. VerifiedSurplus™ & Quality Standards

Materials marked with the VerifiedSurplus™ badge have undergone independent quality verification by Surpl.io or our appointed inspectors. This verification covers composition accuracy, visual inspection, and condition grading. Verification does not constitute a guarantee of fitness for a particular purpose, and buyers are encouraged to use SwatchPass™ or request lab reports for critical applications.

7. Returns, Defects & Disputes

Given the nature of surplus materials, standard consumer return rights do not apply. However, Surpl.io operates a dispute resolution process for material defects or significant misdescription:

• Defect claims must be submitted within 14 days of delivery with photographic evidence;
• VerifiedSurplus™ listings are eligible for our Buyer Protection programme;
• Disputes are reviewed by our TrustLogic™ team within 5 business days;
• Resolution may include partial refund, full refund, or replacement at the seller's expense.

8. Intellectual Property

All content on Surpl.io, including text, graphics, logos, and software, is the property of Surpl.io B.V. or its licensors. Users may not copy, modify, distribute, or create derivative works from platform content without express written permission. Sellers retain ownership of product images they upload but grant Surpl.io a worldwide, royalty-free licence to display such content in connection with the platform's services.

9. Limitation of Liability

To the maximum extent permitted by law, Surpl.io B.V. shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the platform. Our total liability for any claim arising from these Terms shall not exceed the total amount of fees paid by you to Surpl.io in the 12 months preceding the claim.

10. Governing Law & Jurisdiction

These Terms are governed by the laws of the Netherlands. Any disputes arising from or relating to these Terms shall be submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands. Nothing in this clause limits your rights as a consumer under mandatory provisions of your local law where you are based in the European Economic Area.

11. Changes to These Terms

We may update these Terms from time to time. We will notify registered users of material changes via email or platform notification at least 30 days before they take effect. Continued use of the platform after changes constitutes acceptance of the updated Terms.

12. Contact

For questions about these Terms, please contact us at legal@surpl.io or write to Surpl.io B.V., Keizersgracht 123, 1015 CJ Amsterdam, Netherlands.