Terms of Service

2.1 Eligibility Requirements

• You must be at least 18 years of age and have the legal authority to enter into binding contracts on behalf of yourself or your business entity.
• SPIFFY's services are available exclusively to business entities and their authorized representatives. Consumer (B2C) purchases are not permitted.
• You must not be located in, or represent an entity incorporated in, a jurisdiction subject to US economic sanctions or export controls.
• Prior account termination by SPIFFY for cause permanently disqualifies re-registration without written approval from SPIFFY's compliance team.

2.2 KYC Verification

All Buyer accounts are subject to mandatory Know Your Customer (KYC) verification before order placement is permitted. KYC requirements include: valid government-issued identification of the authorized representative, proof of business registration, business address verification, and any additional documentation reasonably requested by SPIFFY's compliance team. KYC approval is at SPIFFY's sole discretion and may be revoked at any time if updated information reveals disqualifying factors.

2.3 Account Accuracy & Security

• You are responsible for maintaining the accuracy of all account information and must update it promptly upon any change.
• You are solely responsible for maintaining the confidentiality of your account credentials and for all activity conducted under your account.
• You must notify SPIFFY immediately at [email protected] upon any unauthorized access or suspected breach of your account.
• SPIFFY will never request your password via email, phone, or chat. Any such request should be reported as a phishing attempt.

3.1 Permitted Use

The Platform is provided solely for legitimate B2B sourcing, ordering, vendor management, and related business activities within SPIFFY's four sourcing verticals. Any use outside this scope requires prior written authorization from SPIFFY.

3.2 Prohibited Conduct

The following are strictly prohibited and may result in immediate account termination, legal action, and financial liability:

• Submitting false, misleading, or fraudulent information during registration, KYC, or order placement.
• Ordering, requesting, or facilitating the production of counterfeit, unlicensed, or trademark-infringing products through the Platform.
• Attempting to identify, contact, or directly engage any Vendor, factory, or production partner associated with SPIFFY (see Section 15).
• Reverse-engineering, scraping, crawling, or extracting data from the Platform without SPIFFY's written consent.
• Using the Platform to facilitate money laundering, sanctions evasion, or any transaction prohibited by applicable law.
• Uploading malicious code, viruses, or any content that could damage, disrupt, or compromise the Platform or other Users.
• Misrepresenting your identity, business, or the end-use of sourced products to SPIFFY or any regulatory authority.
• Sharing account credentials with unauthorized third parties or allowing competing entities to use your account.
• Disparaging, defaming, or publishing false information about SPIFFY, its vendors, or its clients in any public or private forum.

4.1 Inquiry Submission

The order process begins with a formal sourcing inquiry submitted via the Platform's contact system, Request a Quote form, or designated email. Inquiry submission does not constitute a binding order and creates no payment or delivery obligation on either party.

4.2 Sourcing Assessment

Upon receipt of a complete inquiry, SPIFFY's sourcing team assesses factory availability, production capacity, specification feasibility, and pricing. This assessment is conducted within the timelines published in our FAQ (subject to order complexity) and results in either: (a) a Sourcing Confirmation Document offered to the Buyer; or (b) a written communication explaining why the order cannot be accommodated at this time, with alternatives offered where possible.

4.3 Sourcing Confirmation Document

The Sourcing Confirmation Document ("SCD") constitutes SPIFFY's formal offer and includes: confirmed unit price per SKU, total order value, payment milestone schedule (advance and balance amounts), production lead time, QC parameters, delivery terms (Incoterm), and expiry date of the offer (typically 5 business days). The SCD is not binding on SPIFFY until countersigned by the Buyer AND advance payment is received.

4.4 Order Activation

1. 1Buyer reviews and digitally countersigns the Sourcing Confirmation Document.
2. 2Buyer submits advance payment per the milestone schedule in the SCD.
3. 3SPIFFY confirms receipt of both countersignature and advance payment in writing.
4. 4NY HQ Admin Approval is conducted (see Section 5).
5. 5Production is activated at the Spiffy QC Hub upon NY HQ sign-off.

5.1 Mandatory Review

Every Order placed through SPIFFY is subject to a mandatory administrative review by SPIFFY's New York headquarters before production commences. This review is a non-waivable condition of the SPIFFY service model and cannot be bypassed or expedited except as provided in Section 5.3.

5.2 Scope of Review

The NY HQ review evaluates: specification completeness and technical feasibility; compliance with SPIFFY's product eligibility standards; Buyer KYC status and account standing; current factory capacity and vertical availability; applicable regulatory or customs compliance requirements for the destination country; and any flags raised by SPIFFY's internal compliance monitoring systems.

5.3 Approval Outcomes

• Approved: Production is activated at Spiffy QC Hub. Buyer is notified in writing with confirmed production start date.
• Approved with Modifications: SPIFFY proposes adjustments to quantities, specifications, or timeline. A revised SCD is issued. Buyer must countersign revised SCD to proceed.
• Declined: SPIFFY communicates the reason in writing. Advance payment is refunded in full within 5 business days. SPIFFY is not liable for any consequential loss arising from a declined approval.

5.4 Approval Timelines

Standard approvals are completed within 24-48 business hours of advance payment confirmation. Complex or high-value orders (above $100,000 USD) may require up to 5 business days. SPIFFY makes no guarantee of approval and reserves the right to decline any Order at its sole discretion, including after advance payment, in which case the advance is refunded in full.

6.1 Spiffy QC Hub Role

Following NY HQ approval, all production coordination, mid-production monitoring, and pre-shipment quality control are managed by WSI Custom Apparels LLC on behalf of SPIFFY LLC. The WSI Custom Apparels LLC production arm acts as SPIFFY's operational arm and is the sole authorized point of contact with production partners.

6.2 The QC Inspection Gate - Core Protection Mechanism

6.3 QC Inspection Process

1. 1Production is completed at the factory. Factory notifies Spiffy QC Hub.
2. 2Spiffy QC Hub QC team conducts physical inspection at factory or consolidation facility against the approved spec sheet and approved pre-production sample.
3. 3QC Inspection Report with photographic evidence is generated and shared with the Buyer via the client portal and email.
4. 4Buyer has 48 hours to review the QC Report and either: (a) approve, triggering balance payment request; or (b) raise concerns, which initiates a dispute review.
5. 5Upon Buyer approval and balance payment confirmation, goods are dispatched and tracking information is issued.

6.4 QC Failure Protocol

If the QC inspection identifies defects, failures, or deviations from the approved specification, the order is placed on hold. The production partner is required to rectify all issues within agreed timeframes. A re-inspection is conducted at no additional charge. If rectification is unsuccessful within a reasonable period, the Buyer is entitled to: (a) accept goods at a negotiated reduced price; (b) request full production replacement (subject to timeline); or (c) cancel the Order and receive a full refund of all payments made.

6.5 Buyer Waiver of QC

Buyers may not waive, bypass, or demand dispatch of goods prior to QC Gate completion under any circumstances. Any request to ship goods prior to QC is a violation of these Terms and will not be accommodated. This provision protects both Buyers and the integrity of SPIFFY's supply chain.

7.1 Standard Payment Structure

All Orders are governed by a milestone-based payment structure specified in the Sourcing Confirmation Document. The standard structure is:

7.2 Payment Methods & Currency

• Payments are accepted in USD via SWIFT wire transfer, ACH (US entities), and other methods listed on the invoice.
• All invoices are issued by SPIFFY LLC / WSI Custom Apparels LLC. No payments should be made to any other entity.
• Currency conversion, banking fees, and wire transfer charges are the Buyer's sole responsibility.
• SPIFFY does not accept cryptocurrency, cash payments, or informal transfer methods under any circumstances.

7.3 Late Payment

Balance payment is due within 48 hours of Buyer's approval of the QC Inspection Report. If balance payment is not received within 5 business days of the QC approval date: (a) a storage fee of USD $35 per day per 10 cartons will accrue; (b) SPIFFY reserves the right to place the Order in dispute; (c) if balance payment remains outstanding after 30 days, SPIFFY may treat the Order as abandoned and initiate recovery proceedings.

7.4 Refunds & Cancellations

Advance payments are fully refundable only in the following circumstances: NY HQ declines the Order; QC inspection fails and rectification is not possible within a reasonable timeframe; SPIFFY is unable to fulfill the Order due to circumstances within its control. Advance payments are non-refundable once production has commenced and NY HQ approval has been issued, except as provided above. Refer to our Refund Policy for the complete schedule of refund eligibility conditions.

7.5 Disputed Payments

Buyers who initiate chargebacks or payment reversals outside of SPIFFY's dispute resolution process will be subject to immediate account suspension and a chargeback processing fee of USD $150 per incident. SPIFFY will contest all unauthorized chargebacks with full documentary evidence of the Order, approval, and QC records.

8.1 Permanent Vendor Masking

SPIFFY operates an irrevocable masked-sourcing framework. The identities, locations, contact details, pricing structures, capacity data, and any other identifying information of SPIFFY's production partners ("Vendor Data") are classified as Confidential Proprietary Information and will never be disclosed to Buyers, applicants, third parties, or any external party under any circumstances, including under legal compulsion to the fullest extent permitted by applicable law.

8.2 Client Data Masking from Vendors

Symmetrically, Buyer identities, brand affiliations, and commercial details are not disclosed to production partners. Vendors receive production orders containing only technical specifications and delivery requirements. This mutual masking framework ensures all commercial value flows through SPIFFY and protects both parties from direct exposure.

8.3 Country of Origin Disclosure

SPIFFY discloses the country of production (e.g., "Made in Pakistan") on commercial invoices and customs documentation as legally required. This disclosure does not constitute disclosure of factory identity and is made exclusively for the purposes of customs compliance, import duties, and product labeling obligations.

8.4 Third-Party Audits

Buyers with legitimate compliance requirements (ethical sourcing certifications, ESG reporting obligations, etc.) may request that SPIFFY commission a third-party social compliance audit of the relevant production facility through an accredited audit body approved by SPIFFY. Audit reports may be shared with the Buyer in redacted form that removes identifying factory details. Third-party audit costs are borne by the Buyer.

9.1 SPIFFY Platform IP

All content on the Platform - including but not limited to software, design, text, graphics, logos, icons, product photography (excluding Buyer-supplied materials), and the SPIFFY brand - is the exclusive intellectual property of SPIFFY LLC or its licensors, protected by US and international copyright, trademark, and trade secret law. No license to use SPIFFY's IP is granted beyond what is necessary to use the Platform for its intended purpose.

9.2 Buyer-Submitted IP

By uploading designs, tech packs, logos, artwork, or other proprietary materials to the Platform ("Buyer IP"), you grant SPIFFY a limited, non-exclusive, non-transferable license to use such materials solely for the purpose of fulfilling your Order. SPIFFY does not claim ownership of Buyer IP and will not use it for any other purpose. Buyer IP is deleted or archived per our data retention policy upon Order completion.

9.3 No Infringement Warranty

By submitting Buyer IP to SPIFFY, you represent and warrant that: (a) you are the lawful owner or authorized licensee of all submitted IP; (b) the production of goods using such IP does not infringe the intellectual property rights of any third party; and (c) you will indemnify SPIFFY against any third-party IP infringement claims arising from your submitted materials (see Section 12).

9.4 Counterfeit & Unauthorized Branded Products

SPIFFY strictly prohibits Orders for counterfeit goods or unauthorized reproductions of third-party trademarks. Any Order found to involve counterfeit production will be immediately cancelled, advance payment forfeited, and the matter referred to relevant brand protection authorities and law enforcement. SPIFFY cooperates fully with all legitimate brand protection investigations.

10.1 Buyer Representations

By using the Platform and placing Orders, each Buyer represents and warrants on a continuing basis that:

• The Buyer is a validly existing legal entity with full authority to enter these Terms and place Orders.
• All information submitted during registration, KYC, and Order placement is accurate, complete, and not misleading.
• The Buyer has all necessary licenses, permits, and authorizations to import and sell the sourced products in its target markets.
• The products ordered are for legitimate commercial purposes and will not be used for any unlawful end-use.
• The Buyer has reviewed and understands the QC gate and payment milestone structure and agrees to honor all payment obligations.

10.2 SPIFFY Warranties (Limited)

• SPIFFY warrants that it will conduct the sourcing, approval, and QC processes described in these Terms with reasonable professional care.
• SPIFFY warrants that goods dispatched after a passed QC inspection materially conform to the approved Sourcing Confirmation Document specifications at the time of inspection.
• SPIFFY does not warrant uninterrupted or error-free Platform availability and provides the Platform on an "as available" basis.

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPIFFY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF SPIFFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Direct Liability

SPIFFY's total aggregate liability to you for direct damages arising from any Order or series of related claims shall not exceed the total Order value (advance plus balance payments) actually received by SPIFFY for the specific Order giving rise to the claim.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 do not apply to: (a) liability for death or personal injury caused by SPIFFY's gross negligence; (b) liability for fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless SPIFFY LLC and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your breach of any provision of these Terms or any representation or warranty made herein.
• Your violation of any applicable law, regulation, or third-party right, including intellectual property rights.
• Your use of the Platform for any unlawful, fraudulent, or unauthorized purpose.
• Any products you import, distribute, or sell that were sourced through SPIFFY, including any product liability claims.
• Any third-party IP infringement claims arising from Buyer-submitted designs, logos, or specifications.
• Your violation of the Non-Circumvention Obligation (Section 15).

SPIFFY reserves the right to assume exclusive control of any matter subject to indemnification at your expense. You must not settle any such claim without SPIFFY's prior written consent.

13.1 Internal Dispute Process (Mandatory First Step)

Prior to initiating any formal legal proceeding, the disputing party must submit a written notice of dispute to [email protected] specifying: the nature of the dispute, the Order(s) involved, the relief sought, and all supporting documentation. SPIFFY will acknowledge the notice within 5 business days and attempt in good faith to resolve the dispute within 30 days. This step is mandatory and non-waivable.

13.2 Binding Arbitration

If the dispute is not resolved through the internal process within 30 days, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be: (a) conducted in the United States; (b) heard by a single arbitrator with experience in commercial and trade law; (c) conducted in the English language; and (d) final and binding on both parties. The arbitral award may be confirmed and enforced by any court of competent jurisdiction.

13.3 Class Action Waiver

ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST SPIFFY. This waiver is a material term of these Terms and cannot be severed from the arbitration agreement.

13.4 Exception for Injunctive Relief

Notwithstanding the arbitration agreement, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, including in cases involving Non-Circumvention violations, IP infringement, or breach of confidentiality obligations.

14.1 Termination by User

You may close your account at any time by contacting [email protected]. Account closure does not affect: (a) any Order in progress at the time of closure request; (b) any outstanding payment obligations; (c) any Non-Circumvention or confidentiality obligations, which survive termination indefinitely.

14.2 Termination or Suspension by SPIFFY

SPIFFY may suspend or permanently terminate your account, with or without prior notice, for any of the following:

• Breach of any provision of these Terms, including prohibited conduct under Section 3.2.
• Failure to make payment when due under any Order.
• Violation of the Non-Circumvention Obligation.
• Submission of fraudulent information during registration or KYC.
• Any conduct that SPIFFY reasonably determines poses a risk to its platform, vendor network, or other users.
• Regulatory or legal requirement compelling account closure.

14.3 Effect of Termination

Upon termination: access to the Platform is revoked; in-progress Orders are managed through completion or cancellation at SPIFFY's discretion; advance payments for unactivated Orders are refunded; advance payments for Orders in production are subject to the Refund Policy; Sections 8, 9, 12, 13, 15, and 16 survive termination indefinitely.

15.1 The Obligation

In consideration of SPIFFY's investment in building and curating its proprietary vendor network, and the confidential sourcing relationships disclosed (in masked form) through the course of your engagement with SPIFFY, you agree that during the term of your account and for a period of thirty-six (36) months following account termination or last Order completion (whichever is later), you shall not, directly or indirectly:

• Contact, solicit, or engage any production partner, factory, vendor, or supplier introduced or utilized through SPIFFY for any commercial purpose outside of the SPIFFY platform.
• Instruct, enable, or assist any third party to contact or engage SPIFFY's production partners on your behalf.
• Use any information, including geographic, technical, or operational data, derived from your SPIFFY engagement to identify or source from SPIFFY's production partners through any other channel.

15.2 Breach & Liquidated Damages

Parties acknowledge that the damages arising from a Non-Circumvention violation would be difficult to precisely quantify. Accordingly, in the event of a proven violation of Section 15.1, the breaching party agrees to pay SPIFFY liquidated damages equal to thirty percent (30%) of the estimated annual transaction value of the circumvented relationship, in addition to any actual damages provable by SPIFFY, and all costs of enforcement including legal fees. This sum represents a genuine pre-estimate of loss, not a penalty.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions. Subject to the arbitration agreement in Section 13, the parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any matters not subject to arbitration. If you are located outside the United States, you further consent to service of process by international courier or email to the address on your account.

SPIFFY reserves the right to modify these Terms at any time. When material changes are made, we will: (a) update the "Last Updated" and "Effective Date" fields at the top of this document; (b) send email notification to all registered Users at least 14 days before the new Terms take effect; and (c) display a platform notice for 30 days following the effective date.

Your continued use of the Platform after the effective date of revised Terms constitutes your binding acceptance of those changes. If you disagree with any modification, you must stop using the Platform and request account closure before the effective date. Orders placed under prior Terms are governed by those Terms unless the change expressly applies retroactively, which SPIFFY will clearly indicate.

18.1 Entire Agreement

These Terms, together with the Privacy Policy, Refund Policy, Shipping Policy, Warranty Policy, and any Sourcing Confirmation Document executed by the parties, constitute the entire agreement between you and SPIFFY regarding the Platform and supersede all prior agreements, representations, and understandings.

18.2 Severability

If any provision of these Terms is found by a competent authority to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

18.3 No Waiver

SPIFFY's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing signed by an authorized SPIFFY representative to be effective.

18.4 Assignment

You may not assign or transfer any rights or obligations under these Terms without SPIFFY's prior written consent. SPIFFY may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to you.

18.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from acts beyond their reasonable control, including natural disasters, pandemics, government actions, port closures, or carrier disruptions. The affected party shall notify the other within 5 business days and use reasonable efforts to minimize the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected Order with a full refund of amounts paid for undelivered goods.

18.6 Contact for Legal Notices