TERMS AND CONDITIONS – DROPPERY MARKETS
Version 1.0 – February 2025
Article 1 – General Definitions
For the purposes of these General Terms and Conditions, the following definitions apply:
1.1 General Terms
1.1.1 Supplementary Agreement – A contract under which the consumer acquires products, digital content, and/or services related to a distance contract, provided either directly by the business owner or by a third party under an agreement with the business owner.
1.1.2 Consumer – A natural person who does not act for purposes related to their trade, business, craft, or profession.
1.1.3 Day – A calendar day.
1.1.4 Digital Content – Data that is produced and supplied in digital form.
1.1.5 Subscription Agreement – A contract that ensures regular delivery of goods, services, and/or digital content over a specified period.
1.1.6 Durable Medium – Any tool or medium, including email, that enables the consumer or business owner to store information for future consultation or use for a period appropriate to the purpose of the information, ensuring its unaltered reproduction.
1.1.7 Right of Withdrawal – The consumer’s legal right to terminate a distance contract within the designated cooling-off period.
1.1.8 Withdrawal Form – The European model withdrawal form included in Annex I of these terms and conditions. This form is not required if the consumer does not have the right of withdrawal.
1.1.9 Remote Communication Technology – Any means that allows a contract to be concluded remotely without requiring the simultaneous physical presence of both the consumer and business owner.
1.2 Business and Contractual Entities
1.2.1 Business Owner – A legal entity or natural person engaged in offering products, digital content, and/or services remotely to consumers.
1.2.2 Distance Contract – A contract concluded between the business owner and consumer within an organized system for remote sales, where one or more remote communication technologies are used up to and including the moment the contract is finalized.
1.2.3 Customer – A Webshop or Supplier registered with an Account on the Platform.
1.2.4 Supplier – A legal entity or natural person acting in the course of a profession or business, which offers products to webshops and delivers the products directly to end customers at the time of purchase.
1.2.5 Webshop – A legal entity or natural person acting in the course of a profession or business, operating an online store that offers third-party supplier products “on demand” (without stock).
1.3 Droppery Platform and Services
1.3.1 Droppery – Droppery B.V., a company registered in the Netherlands, established in Amsterdam, and listed in the Dutch Chamber of Commerce under registration number 82212988.
1.3.2 Platform – The Droppery drop-shipping platform, comprising:
- All digital (Internet) pages,
- Software applications,
- Scripts and databases that enable webshops to purchase products from suppliers and deliver them directly to end customers via drop-shipping.
1.3.3 Services – All services associated with the Platform, as offered by Droppery to the Customer.
1.3.4 User Space – The allocated number of SKUs and Suppliers available to the Webshop or Supplier under the applicable subscription.
1.3.5 SKU – A Stock Keeping Unit, which uniquely identifies a product available on the Droppery Platform.
1.4 Financial and Legal Terms
1.4.1 Compensation – Defined as per Article 4.1 of these Terms and Conditions.
1.4.2 Payment Processor – A third-party service provider that handles payments and refunds between the Supplier and Customer on behalf of Droppery.
1.4.3 Terms and Conditions – These General Terms and Conditions as set forth by Droppery B.V.
1.5 Intellectual Property and Confidentiality
1.5.1 Intellectual Property Rights – All intellectual property rights, whether registered or unregistered, including but not limited to:
- Patent rights,
- Copyright (including rights to source and object codes),
- Database rights,
- Trademark rights,
- Trade name rights,
- Design rights,
- Goodwill-related rights,
- Know-how and trade secrets.
1.5.2 Confidential Information – Any data, materials, or information (written, oral, or electronic) related to Droppery, the Platform, or the Services, including but not limited to:
- Reports, analyses, forecasts, methods, and designs,
- Technical, business, and financial information,
- Intellectual property rights,
- Source codes, algorithms, computer programs,
- Marketing and sales strategies,
- Customer and supplier data,
- Any information labeled as “confidential,” “secret,” or similar.
1.6 Final Provision
1.6.1 Unless otherwise indicated, any term used in the singular shall also include the plural, and vice versa.
Article 2 – Identity of the company
Droppery B.V.
Vossiusstraat 20-2, 1071AD Amsterdam, Netherlands
Phone: +31 20 210 1895
Email: info@droppery.io
Chamber of Commerce (KvK) Number: 82212988
VAT Identification Number: NL862378552B01
Article 3 – Services Provided
3.1 Droppery offers various services tailored to different needs and pricing structures, with the customer having the discretion to choose the service that best suits their business.
3.2 These services are subject to these General Terms and Conditions, which define their operation and characteristics.
3.3 The available services include:
- Droppery Selective
- Droppery Markets
Article 4 – Offers and Products
4.1 If an offer has a limited validity period or is subject to conditions, this will be explicitly stated in the offer.
4.2 The offer contains a complete and accurate description of the products, digital content, and/or services. The description is detailed enough for the consumer to assess the offer properly.
4.3 Any images used are representations of the actual products, services, and/or digital content. Apparent mistakes or errors are non-binding on the business owner.
4.4 Each offer contains sufficient information to make it clear to the consumer what the rights and obligations are when accepting the offer.
4.5 If any product descriptions or dimensions are incorrect, the webshop/business owner is responsible for processing the corrections.
4.6 Droppery is not liable for incorrect processing of product information and stock data from suppliers and webshops
4.7 Droppery is not liable for incorrect processing of orders from webshops or to suppliers.
Article 5 – Connectors and Subscriptions
5.1 General Provisions
5.1.1 Any price indications or other information mentioned in offers, presentations, advertising material, or websites are non-binding for Droppery, unless explicitly stated otherwise by Droppery.
5.1.2 To access and use the Platform and Services, the Customer must request and maintain an active Account. The Customer is responsible for ensuring that all Account information remains accurate, complete, and up to date.
5.2 Account Management and Responsibilities
5.2.1 Failure to update the Account with accurate and current information, or maintaining an invalid or expired payment method, may result in restricted access, temporary suspension, or termination of the Account.
5.2.2 The Customer is solely responsible for all content, information, and activities associated with their Account, including but not limited to:
- Uploading, collecting, generating, storing, displaying, distributing, or transmitting any files such as photos, images, videos, graphics, texts, or audio files;
- Ensuring the necessary rights to publish or distribute any uploaded content.
5.2.3 The Customer is fully responsible for the security and confidentiality of their Account password. If the Customer becomes aware of or suspects a security breach, unauthorized use, loss, or theft of their password, they must immediately notify Droppery.
5.2.4 Droppery is not liable for any loss or damages resulting from insufficient security measures taken by the Customer to protect their Account credentials.
5.3 Restrictions and Commercial Limitations
5.3.1 Resellers on the Droppery platform may not be directly approached by suppliers for commercial purposes during the term of the contract and for one year after its expiry.
5.4 Shipping Costs and Responsibilities
5.4.1 Shipping costs are always invoiced separately between suppliers and webshops.
Article 6 – Customer Accounts
6.1 To place orders, the user must create an account on the Droppery platform.
6.2 To create an account, the user must:
- Be at least 18 years old at the time of registration.
- Provide a valid email address and vat number.
6.3 After registration, the user will receive a confirmation email and can access their account with their chosen credentials.
6.4 Each email address can be linked to only one account, which is strictly personal and non-transferable.
6.5 The user guarantees that all provided information is accurate, complete, and up-to-date. Any changes to personal details must be updated in the account settings.
6.6 The user is responsible for safeguarding their password and preventing unauthorized access to their account.
6.7 If a user suspects fraudulent use, loss, or theft of their credentials, they must notify Droppery immediately.
6.8 Droppery reserves the right to suspend or terminate accounts in cases of fraud, misuse, or violation of these terms.
Article 7 – Orders
7.1 Orders can be placed via any method supported on the Droppery platform.
7.2 By placing an order, the customer fully accepts the applicable prices, product descriptions, and terms.
7.3 Orders are subject to stock availability and confirmation from Droppery.
7.4 Canceled or unaccepted orders are the sole responsibility of the business owner.
7.5 Droppery does not accept returns or process refunds for canceled or unaccepted orders.
7.6 Purchasing costs, shipping costs, and commissions are non-refundable.
Article 8 – Return Policy for B2B Orders
8.1 The right of withdrawal does not apply to B2B transactions.
8.2 Droppery does not repurchase unsold stock from distributors or accept returns from their end customers.
8.3 If a distributor accepts a return from their customer, the distributor retains ownership of the product.
8.4 Droppery is not responsible for handling the return process and bears no liability for associated costs.
8.5 Returns must be handled exclusively by the distributor, following the return conditions
Article 9 – Use of Droppery – Suppliers
9.1 Delivery Time Requirements
a) Suppliers are required to meet delivery times of 1-5 business days.
b) Failure to meet the delivery timeframe on three separate occasions may result in penalties imposed by the platform.
9.2 Responsibility for Missing Products and Manufacturing Defects
a) Suppliers are responsible for missing products and manufacturing defects.
b) In such cases, a full refund of the purchase amount, including shipping costs, will be processed and charged back to the Supplier.
c) The commission fees remain applicable even in cases of damage or defects.
9.3 Packaging and Handling
a) Suppliers are responsible for the proper packaging and handling of their products.
b) Suppliers must ensure that all packages are prepared with care to guarantee safe and correct delivery to the customer.
Article 10 – Supplier Performance and Quality Assurance
10.1 Product Quality Standards
a) Suppliers must ensure that all products meet the quality standards as agreed upon with Droppery and comply with all relevant legal and safety regulations.
b) Consistent delivery of substandard products may result in temporary suspension or termination of the Supplier’s account on the platform.
10.2 Performance Monitoring
a) Droppery reserves the right to monitor supplier performance based on delivery times, product quality, and customer feedback.
b) Suppliers with consistently poor performance may be subject to corrective measures, including warnings, temporary suspensions, or penalties.
Article 11 – Dispute Resolution
11.1 Handling of Disputes
a) In the event of a dispute between a Supplier and a Retailer, both parties are encouraged to resolve the matter amicably within 14 business days.
b) If no resolution is reached, Droppery may act as a mediator, but its recommendations are non-binding unless otherwise agreed in writing by both parties.
11.2 Escalation Procedures
a) Disputes that cannot be resolved through mediation may be escalated to legal proceedings in accordance with the jurisdiction outlined in the Terms and Conditions.
Article 12 – Data Protection and Confidentiality
12.1 Data Security
a) Suppliers must handle all Retailer and customer data in compliance with GDPR and other relevant data protection regulations.
b) Any data breaches must be reported to Droppery within 48 hours of discovery.
12.2 Confidentiality Obligations
a) Suppliers agree to maintain the confidentiality of any sensitive information received through the platform, including business practices, client data, and pricing information.
Article 13 – Payment, Pricing, and Fees
13.1 Pricing and Taxes
13.1.1 All prices listed by Droppery are exclusive of VAT and any other applicable taxes, duties, or levies.
13.1.2 Droppery reserves the right to adjust prices at any time without prior notice.
13.1.3 Prices are always stated in euros (€) and must be paid in euros, unless otherwise explicitly stated by Droppery.
13.2 Payment Methods
13.2.1 Payments must be made using the available payment methods, which may include:
- Stripe direct debit (processed per order).
- PayPal, subject to specific payment agreements.
13.2.2 The availability of payment methods depends on the customer’s location and the specific service or product purchased.
13.2.3 Refunds due to incorrect pricing will only be issued if the customer notifies Droppery before the order is shipped.
13.3 Subscription Fees and Commission
13.3.1 Customers must pay the subscription fees applicable to their use of the Droppery Platform and Services.
13.3.2 In addition to the subscription fee, Droppery may charge a commission fee for all payments and transactions made by the customer through the Platform, which will be processed via the Payment Processor.
13.3.3 The commission fee will be automatically deducted from payments made to the customer and paid directly to Droppery.
13.4 Payment Terms and Adjustments
13.4.1 Subscriptions are due monthly and must be paid in advance, unless otherwise specified by Droppery.
13.4.2 Customers are not entitled to suspend payments or offset fees against any claims they may have against Droppery.
13.4.3 Droppery’s administration and financial records serve as conclusive proof of the amounts due by the customer, unless the customer provides evidence to the contrary.
13.4.4 If Droppery decides to adjust pricing or fees, customers will be notified at least three (3) months in advance. Customers who do not agree with such adjustments may terminate their subscription in writing within 30 days of receiving the notice.
13.5 Late Payments and Penalties
13.5.1 If a customer fails to make payment on time, the outstanding amount will automatically accrue commercial interest as permitted by law, without prior notice or demand.
13.5.2 If payment remains outstanding despite reminders, Droppery reserves the right to transfer the claim to a third party for collection. In such cases, the customer shall also be responsible for:
- All judicial and extrajudicial collection costs,
- Any legal fees incurred by Droppery or third parties.
13.5.3 Droppery reserves the right to suspend access to the Platform and Services if payments remain unpaid, until full payment or sufficient security for payment is provided.
13.5.4 If the customer consists of multiple legal entities or individuals, each entity or individual shall be jointly and severally liable for payment of the fees owed to Droppery.
Article 14 – Shipping, Transport, and Payment Responsibilities
14.1 Liability for Third-Party Logistics Services
14.1.1 Droppery accepts no liability for any damage, loss, improper processing, or delivery of products caused by third-party logistics service providers.
14.1.2 All logistics-related services are carried out by independent third parties, and Droppery is not responsible for any errors, delays, or misdeliveries caused by these entities.
14.2 Cost Allocation for Logistics and Returns
14.2.1 Droppery reserves the right to fully pass on any costs incurred due to logistics services or return processing to the client, without assuming liability.
14.2.2 Any costs related to transportation, warehousing, handling, or processing of returns shall be borne exclusively by the client.
14.2.3 Droppery does not provide reimbursement for costs associated with delayed shipments, lost goods, or return processing errors by third-party logistics providers.
14.3 Return Processing and Associated Costs
14.3.1 Droppery is committed to efficient return processing, but all returns are subject to the policies of the respective third-party logistics provider.
14.3.2 Droppery shall not be held liable for any delays, errors, or losses occurring during the return process.
14.3.3 Costs related to return processing shall be fully passed on to the client, and Droppery retains the right to refuse responsibility for any issues arising during returns.
14.4 Payment Terms for Logistics and Return Processing
14.4.1 Logistics and return processing costs are collected every 7 days, with a payment term of 7 days from the invoice date.
14.4.2 These services are executed by multiple logistics partners and may vary based on supplier preferences and service availability.
14.4.3 All incurred costs remain the sole responsibility of the client, and non-payment may lead to service suspension.
14.5 Consequences of Non-Payment
14.5.1 In case of non-payment or repeated late payments, Droppery reserves the right to:
- Temporarily suspend the connection and halt order processing.
- Permanently terminate the service if payment issues persist.
14.5.2 Droppery shall not be liable for any business losses resulting from the suspension or termination of services due to non-payment.
14.5.3 The current cost overview for logistics and return processing is available in the Droppery account profile of the relevant supplier.
14.6 Payment Processing and Responsibilities
14.6.1 Droppery utilizes a Payment Service Provider (PSP) to process payments on behalf of suppliers.
14.6.2 The registered account owner within Droppery is considered the legal owner of the product and is responsible for all transactions made via the platform.
14.7 Responsibility for Payments and Collections
14.7.1 The retailer or webshop owner within Droppery is fully responsible for ensuring timely and accurate payment for all orders.
14.7.2 If a supplier fails to make a payment within the specified period, the account owner reserves the right to engage a collection agency and charge the associated costs to the retailer or webshop owner.
14.7.3 In the case of storno (reversed transactions) or stoppage of payments, additional charges will apply.
14.8 Charges for Reversed or Blocked Transactions
14.8.1 Each reversed payment, failed direct debit, or blocked transaction will result in a €7.50 administrative fee per occurrence.
14.8.2 These charges will be automatically passed on to the customer by Droppery B.V.
Article 15 – Incidents with Deliveries
15.1 Reporting an Incident
15.1.1 The Distributor must report any delivery-related incident by submitting a Ticket through the correct channel designated by Droppery.
15.1.2 Tickets submitted via an incorrect channel or without the required documentation shall be automatically rejected.
15.2 Claim Deadlines
15.2.1 Claims regarding damaged, incorrect, or incomplete deliveries must be submitted within 5 calendar days from the date of receipt of the shipment.
15.2.2 If no claim is submitted within this period, it shall be assumed that the goods were received in perfect condition, and no further claims shall be entertained.
15.2.3 Claims for undelivered orders (i.e., orders that were dispatched but not received) will only be accepted within 60 calendar days from the shipment date.
15.3 Resolutions Offered by Droppery
15.3.1 Droppery reserves the right to determine the appropriate resolution for any accepted claim, which may include:
- Resending the product
- Providing the missing accessory or part
- Issuing a partial or full refund
15.3.2 The choice of resolution is at Droppery’s sole discretion and shall be processed in accordance with the General and Guarantee Conditions.
15.4 Obligation to Retain Goods for Assessment
15.4.1 Until the claim is resolved, the Distributor must ensure that the affected product remains in its original packaging and is stored at the delivery address for potential inspection or collection by Droppery or the insurance provider.
15.4.2 Failure to comply with this requirement may result in the rejection of the claim.
15.5 Quality Control and Packaging Issues
15.5.1 Some products may be subject to random quality checks, which may result in them being delivered without a seal or with an open seal.
15.5.2 The absence or damage of a seal shall not be considered a valid reason for a claim, nor shall it entitle the Distributor to demand compensation.
15.6 Uncollected Orders
15.6.1 If an order is not collected by the recipient, it will be returned to Droppery’s warehouse.
15.6.2 The Distributor is responsible for requesting a refund of the product cost, excluding shipping fees.
15.6.3 Droppery shall not be held liable for any shipping costs incurred due to uncollected orders, and these costs must be borne by the Distributor or the customer who placed the order.
Article 16 – Support, Maintenance, and Other Services
16.1 Service Commitment
16.1.1 Droppery shall make every effort to carry out the Services with due care, in accordance with written agreements and procedures made with the Client.
16.1.2 All Services shall be performed by Droppery on a best-effort basis, meaning that Droppery does not guarantee specific results but will work diligently to deliver the Services.
16.2 Third-Party Service Providers
16.2.1 Droppery reserves the right to have parts of the Services performed by third parties where necessary for the proper execution of its obligations.
16.2.2 In this context, the applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded.
16.3 Platform Availability and Downtime
16.3.1 Droppery shall make commercially reasonable efforts to ensure the Platform is available 24/7, except during planned or unplanned downtime.
16.3.2 Where possible, Droppery shall notify the Client in advance of planned maintenance, updates, upgrades, or new releases that may temporarily suspend or limit access to the Platform.
16.3.3 A temporary suspension or restriction of the Platform or any part thereof does not entitle the Client to compensation or a refund of any fees.
16.4 Support Services
16.4.1 If the Services include support for end users, Droppery shall provide guidance by email regarding the use and functionality of the Platform.
16.4.2 Droppery may impose conditions on the number of eligible support contacts and their qualifications to receive assistance.
16.4.3 Support requests must be duly substantiated, and Droppery shall aim to respond within a reasonable timeframe. However, accuracy, completeness, or timeliness of support responses cannot be guaranteed.
16.4.4 Unless otherwise agreed in writing, support services shall be available only on working days (Monday–Friday) between 09:00–17:00 CET.
16.5 Data Conversion and Delivery Timelines
16.5.1 Unless otherwise agreed in writing, Droppery is not obliged to carry out data conversion as part of its services.
16.5.2 Any delivery dates or timelines provided by Droppery are determined to the best of its knowledge, based on the information available at that time.
16.5.3 Such timelines are considered indicative (target dates) and shall not be legally binding on Droppery.
16.6 Onboarding and Additional Training Sessions
16.6.1 Droppery shall provide a complimentary digital onboarding session to explain the use of the Platform.
16.6.2 Any additional onboarding or training sessions requested by the Client shall be reviewed and considered on a case-by-case basis.
16.6.3 Virtual or in-person training sessions may be scheduled upon request at a rate of €110 per hour.
Article 17 – Intellectual Property Rights
17.1 Ownership of Intellectual Property
17.1.1 All Intellectual Property Rights related to the Platform, Services, and their results shall remain exclusively owned by Droppery or its licensors.
17.1.2 The Client shall only be granted usage rights explicitly provided under these Terms and Conditions. All other rights are expressly reserved by Droppery.
17.2 Scope of Usage Rights
17.2.1 Any usage rights granted under a subscription are:
- Non-exclusive (the same rights may be granted to others).
- Non-transferable (cannot be assigned to another party).
- Non-sublicensable (cannot be further licensed).
17.2.2 These rights apply only to the User Space associated with the Client’s active subscription and shall immediately terminate if the subscription is canceled or otherwise terminated.
17.3 Payment and Usage Rights
17.3.1 The Client’s rights to use the Platform and Services are conditional upon full payment of the applicable fees.
17.3.2 If payments are made on a periodic basis, the Client retains usage rights only for as long as payments continue to be made on time.
17.4 Prohibited Actions
17.4.1 The Client is strictly prohibited from:
- Removing, altering, or obscuring any Intellectual Property Rights notices or confidentiality disclaimers.
- Modifying, copying, distributing, or reverse-engineering any part of the Platform, Services, websites, data files, documentation, or materials originating from Droppery.
Article 18 – Confidential Information
18.1 Confidentiality Obligation
18.1.1 Without prejudice to any separate non-disclosure agreement (NDA), the Client must keep all Confidential Information strictly confidential and:
- Not disclose or share it with any third party.
- Only use it as necessary to fulfill their obligations under these Terms and Conditions or as explicitly permitted.
18.2 Exceptions to Confidentiality
18.2.1 The confidentiality obligations do not apply in cases where the information:
a) Is already public or becomes publicly available without any breach of these confidentiality provisions.
b) Is independently developed without using or accessing Droppery’s Confidential Information.
c) Must be disclosed under a court order or by a legal, regulatory, or governmental authority.
18.2.2 If a Client wishes to invoke one of these exceptions, the burden of proof rests with the Client.
18.3 Retention and Deletion of Confidential Information
18.3.1 Upon expiration or termination of the Client’s subscription, all Confidential Information must be:
- Deleted without any copies being retained, unless legal retention obligations (e.g., for financial records) require continued storage.
- If retention is required, the Client must continue to observe appropriate security and confidentiality measures.
Article 19 – Governing Law and Dispute Resolution
19.1 These General Terms and Conditions are governed exclusively by Dutch law.
19.2 Any disputes shall be submitted to the competent court in Amsterdam, the Netherlands.
19.3 Droppery reserves the right to settle disputes in an alternative competent jurisdiction if deemed necessary.