GENERAL TERMS AND CONDITIONS DROPPERY B.V.
Version 1.5 – July 2026
These are the General Terms and Conditions of Droppery B.V., a private limited liability company registered in the Trade Register of the Chamber of Commerce under number 82212988.
Article 1 – Definitions
1.1 For the purposes of these General Terms and Conditions, the following definitions apply:
Account: The Customer’s personalised account that allows access to the Platform and Services, upon payment of the applicable Fee(s).
Services: All services associated with the Platform, as offered by Droppery to the Customer.
Droppery: Droppery B.V., established in Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 82212988.
User Space: The number of SKUs and Suppliers (dropshippers) falling within the applicable subscription of the Webshop or Supplier.
Intellectual Property Rights: All intellectual property rights, whether registered or unregistered, including but not limited to patent rights, copyrights (including source and object codes), database rights, trademark rights, trade name rights, design rights, goodwill, know-how, and trade secrets.
Customer: The Webshop or Supplier holding an Account on the Platform.
Supplier: The legal entity or natural person acting in the exercise of a profession or business, who offers its products to Webshops and delivers those products directly to end customers upon purchase.
Platform: The dropshipping platform known as DROPPERY, including all digital (internet) pages, software applications, scripts, and databases, through which Webshops can purchase products from Suppliers for resale and deliver such products to end customers via dropshipping.
SKU: Stock Keeping Unit.
Fee: As defined in Article 4.1.
Confidential Information: Any data, materials, or information (written, oral, or electronic) directly or indirectly relating to Droppery, the Platform, or the Services, including but not limited to technical, financial, business, and customer data.
Payment Processor: A third-party service provider that handles payments and refunds between Suppliers and Customers on behalf of Droppery.
Terms and Conditions: These General Terms and Conditions of Droppery B.V.
Webshop: The legal entity or natural person operating an online webshop and offering products from third-party suppliers on an on-demand basis (without stock).
1.2 Unless expressly stated otherwise, a term in the singular also includes the plural, and vice versa.
Article 2 – General Provisions
2.1 These General Terms and Conditions apply to all offers, quotations, and agreements with Droppery, including the provision of the Platform and/or the delivery of agreed Services.
2.2 By submitting an application for a subscription via the website or by email, or by approving a quotation, the Customer agrees to the applicability and content of these General Terms and Conditions, and a binding agreement is thereby created between Droppery and the Customer.
2.3 The applicability of any purchase conditions or general terms and conditions of the Customer is expressly rejected, unless expressly agreed in writing by Droppery.
2.4 If any provision of these General Terms and Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a legally valid provision that reflects the original intent as closely as possible.
2.5 Amendment of the General Terms and Conditions
a) Droppery is entitled to unilaterally amend or supplement these General Terms and Conditions from time to time.
b) Material changes affecting the Customer’s rights or obligations will be communicated to the Customer at least thirty (30) days before they take effect.
c) If the Customer does not agree to a material change, the Customer may terminate the agreement in writing within fourteen (14) days of notification, effective as of the date on which the relevant change takes effect.
d) Changes that are necessary due to applicable laws or regulations, security requirements, technical changes, or changes to third-party services may be implemented on shorter notice where reasonably necessary.
e) Non-material changes, including editorial changes, clarifications, and changes that do not materially adversely affect the Customer’s legal position, may be implemented without prior notice.
2.7 These General Terms and Conditions are also drafted for the benefit of:
a) All companies affiliated with Droppery, including their directors and shareholders.
b) All employees, directors, agents, third parties, and former employees who are or have been connected to Droppery.
2.8 These General Terms and Conditions also constitute a third-party stipulation within the meaning of Article 6:253 of the Dutch Civil Code, granting all persons and entities mentioned above the right to invoke these Terms.
2.9 These General Terms and Conditions may be available in multiple languages. In the event of any conflict or difference in interpretation, the most recent Dutch version shall prevail.
2.10 Assignment
Droppery is entitled to transfer its rights and obligations under an agreement with the Customer, in whole or in part, to a company affiliated with Droppery or to a third party in connection with a restructuring, merger, demerger, transfer, or continuation of its business. To the extent that the Customer’s cooperation or consent is required for such a transfer, the Customer hereby grants such cooperation or consent in advance, to the extent permitted by law.
Article 3 – Subscription and Account
3.1 Non-Binding Price Indications
Any price indications or other information stated in offers, presentations, advertising material, or on websites are not binding on Droppery, unless expressly stated otherwise by Droppery.
3.2 Creation and Maintenance of an Account
a) To use the Platform and Services, the Customer must apply for and maintain an Account.
b) The Customer is responsible for ensuring that the Account information is accurate, complete, and up to date.
c) Failure to keep the Account updated with correct information, or having an invalid or expired payment method on file, may result in:
Restricted access to the Platform and Services.
Temporary suspension or termination of the Account.
3.3 Customer Responsibility for Content and Activities
a) The Customer is fully responsible for all information, activities, and content uploaded, collected, generated, stored, displayed, distributed, transmitted, or otherwise made available via the Account and the use of the Platform and Services.
b) This includes ensuring that the Customer holds the necessary rights to publish or distribute any such content.
3.4 Account Security
a) The Customer is and remains responsible for the security and confidentiality of its Account password.
b) If the Customer knows or reasonably suspects that a security breach has occurred, including:
Loss or theft of passwords, or
Unauthorised disclosure or use of the Account,
the Customer must notify Droppery immediately.
c) Droppery is not liable for any loss or damage resulting from insufficient security on the part of the Customer.
3.5 Commercial Restrictions on Resellers
Resellers on the Droppery Platform may not be approached directly by Suppliers for commercial purposes during the term of the contract and for one year following its expiry.
3.6 Shipping Costs
Shipping costs are always invoiced separately between Suppliers and Webshops.
Article 4 – Fees and Payment
4.1 Fee Structure and Payment Obligations
a) The Customer shall pay the applicable rates for the subscription, use of the Platform, and the Services, together with any other applicable charges (“Fees”).
b) In addition to the Subscription Fee, Droppery may charge a commission (“Commission Fee”) on all payments and transactions made by the Customer via the Platform and processed through the Payment Processor.
4.2 Taxes and Currency
a) All Fees (including subscriptions and commissions) are exclusive of VAT and any other taxes imposed by government authorities.
b) Unless expressly stated otherwise by Droppery, all prices are in euros (€) and must be paid in euros (€).
4.3 Subscription Fees and Billing Cycle
a) Subscription Fees are due monthly and in advance, unless otherwise determined by Droppery.
b) The Customer has no right to suspend payment or to set off amounts against outstanding Fees.
4.4 Deduction of the Commission Fee
The Commission Fee is automatically deducted from payments made by the Payment Processor to the Customer and is remitted directly to Droppery.
4.5 Evidentiary Value of Payment Records
With respect to the Fees owed by the Customer, the relevant data from Droppery’s records or systems shall constitute complete proof, without prejudice to the Customer’s right to provide evidence to the contrary.
4.6 Price Adjustments and Termination Rights
a) In the case of a recurring payment obligation, Droppery is entitled to adjust the applicable prices and rates, subject to at least three (3) months’ prior written notice.
b) If the Customer does not agree to a price adjustment, the Customer may terminate the subscription in writing within thirty (30) days of receiving the notice, effective as of the date on which the adjustment takes effect.
4.7 Late Payment and Consequences
a) If the Customer fails to pay the amounts due on time, the Customer shall automatically owe statutory (commercial) interest on the outstanding amount, without the need for a reminder or notice of default.
b) If the Customer remains in default following a reminder or notice of default, Droppery is entitled to:
Transfer the claim to a debt collection agency; and
Recover from the Customer all judicial and extrajudicial costs, including third-party legal costs.
4.8 Suspension of Services for Non-Payment
a) If the Customer fails to pay on time, Droppery reserves the right to:
Suspend the Customer’s access to the Platform or Services;
Require the Customer to provide sufficient security before access is reinstated.
4.9 Joint and Several Liability of Multiple Parties
If the Customer consists of multiple natural persons and/or legal entities, or if Droppery’s products and services are provided on behalf of multiple parties, then:
a) All such parties are jointly and severally liable for payment of all Fees owed to Droppery.
4.10 If a Customer incurs more than two payment defaults within a period of six (6) months, Droppery reserves the right to permanently terminate the account and immediately collect all outstanding amounts.
4.11 Droppery is entitled to set up an automatic direct debit for recurring payments. If a direct debit is declined or reversed, Droppery reserves the right to charge an administration fee of €7.50 per failed transaction.
Article 5 – The Platform
5.1 Availability and Provision
a) The Platform is provided and maintained by Droppery with the utmost care. However, the accuracy and completeness of functionalities and data cannot be guaranteed.
b) The Platform is offered “as is” and “as available”, without any warranty of error-free or uninterrupted operation.
c) Droppery can only guarantee the quality, functionality, and availability of the Platform to the extent expressly described in the documentation made available to the Customer.
5.2 Customer Obligations and Prohibited Use
The Customer warrants that the Platform will not be used for:
a) Illegal, fraudulent, or unlawful purposes.
b) Violations of applicable laws and regulations in its jurisdiction and/or applicable to end customers, including but not limited to:
Product safety legislation;
Product packaging requirements;
Import and export regulations.
c) Sub-licensing, leasing, selling, renting, transferring, distributing, copying, modifying, decompiling, or reverse-engineering the Platform or Services.
d) Infringing the Intellectual Property Rights of Droppery or third parties.
e) Uploading, transmitting, or distributing viruses, malicious code, or destructive elements via the Platform.
f) Spamming, phishing, or engaging in other fraudulent activities via the Platform.
g) Disrupting or circumventing security measures of the Platform and/or Services.
h) Placing orders for its own products.
5.3 Breach of Terms and Termination
a) If the Customer breaches these General Terms and Conditions or applicable law, Droppery reserves the right to:
Immediately terminate any connection, cooperation, or agreement without prior notice;
Take any other measures necessary to protect its legitimate interests, business operations, or reputation.
5.4 Limited Software Licence for Product Content
a) Droppery grants the Reseller a limited, non-exclusive software licence to use Product Content.
b) This licence applies exclusively to Product Content relating to Goods sold via dropshipping through Droppery.
c) The licence is intended solely for the resale of such Goods.
5.5 Right to Remove Content
Droppery reserves the right to immediately remove any information or content that it deems to be in violation of these General Terms and Conditions, in particular the warranties and prohibited uses described in Article 5.2.
5.6 Changes and Discontinuation of the Platform
a) Droppery reserves the right, at its sole discretion and at any time, without prior notice, to:
Make changes to the Platform or Services (such as adding or removing functionalities);
Discontinue or terminate the Platform, the Services, or parts thereof.
b) Droppery is not liable for any damage or loss suffered by the Customer or third parties as a result of such changes, discontinuation, or termination.
5.7 Customer Responsibilities Regarding Use
a) Unless otherwise agreed in writing, the Customer is independently responsible for:
Managing and configuring the settings of the Platform;
Interpreting and using the results generated by the Platform.
b) The Customer is also responsible for:
Instructing its users in, and their use of, the Platform;
Ensuring proper integration of software applications or APIs for interoperability with the Platform.
5.8 Limitations of Liability
a) Droppery has no control over, and is not responsible or liable for:
Products offered by Suppliers and/or (re)sold by Webshops;
Transactions between Suppliers and Webshops and/or with their end customers;
The Customer’s interactions or transactions with or through third-party platforms.
b) The Customer shall indemnify and hold harmless Droppery – including its partners, officers, directors, agents, and employees – against claims or legal proceedings, including reasonable attorneys’ fees, arising from:
The Customer’s use of, access to, or interaction with third-party platforms;
The purchase or resale of defective products;
Any transaction or contractual relationship between a Webshop and a Supplier, or vice versa.
5.9 Droppery does not guarantee the availability of the Platform and is not liable for any damage resulting from outages, maintenance, or technical failures, unless expressly agreed otherwise in a separate Service Level Agreement (SLA).
5.10 Droppery reserves the right to modify, remove, or limit features and functionalities of the Platform at any time, without any liability for resulting damage or lost revenue on the part of the Customer.
5.11 Third-Party Platforms and Integrations
a) The Platform and Services may depend on, or be linked to, software, APIs, marketplaces, webshop systems, ERP systems, logistics providers, payment providers, and other third-party services.
b) Droppery has no control over the availability, functioning, terms, technical requirements, or changes of such third-party services and cannot guarantee that existing links or integrations will remain available or functional unchanged at all times.
c) Droppery is not liable for outages, limitations, delays, data loss, changes, discontinuation of functionalities, API changes, rate limits, or other consequences directly or indirectly caused by third-party services or systems.
d) If changes made by a third party require adjustments to an existing link or integration, Droppery is entitled to charge additional work and costs for this, provided the Customer is informed in advance.
5.12 Artificial Intelligence and Automated Functionalities
a) The Platform and Services may make use of artificial intelligence, machine learning, automated decision-making, algorithms, and/or third-party AI providers for, among other things, searching, analysing, structuring, generating, comparing, or processing information and data.
b) Results, recommendations, predictions, generated content, and other output of such functionalities may be inaccurate, incomplete, or not up to date. Droppery does not guarantee the accuracy, completeness, suitability, or reliability of such output.
c) The Customer remains solely responsible at all times for assessing and using the generated output and for any commercial, financial, legal, logistical, or other decisions made on the basis thereof.
d) The use of AI functionalities does not provide any guarantee of specific commercial results, revenue, savings, supplier matches, product availability, or other outcomes.
e) Droppery is entitled to use external technology and AI providers for the delivery of AI functionalities.
Article 6 – Payments and Refunds for Transactions via the Platform
6.1 Payment Processing by Third Parties
a) Payments and refunds made via the Platform may be processed by a third-party Payment Processor.
b) The Customer may be required to create an account with the relevant Payment Processor.
c) By creating such an account, the Customer enters into a separate agreement with the Payment Processor and agrees to its terms and conditions.
6.2 Verification Requirements
The Customer may be required to provide additional information to verify:
Identity;
Business and tax information;
Bank details.
6.3 Customer Responsibilities Regarding Payments and Refunds
a) The Customer is fully responsible for ensuring that each payment is correctly received.
b) The Customer must:
Provide all information required by the Payment Processor for the processing of payments;
Cooperate with the Payment Processor in carrying out any legally required refund.
6.4 Droppery’s Limited Role in Transactions
a) Droppery bears no responsibility for any transaction between the Customer and the Supplier.
b) Droppery has no control over, or influence on, the actions of the third-party Payment Processor.
6.5 No Liability for Unreceived Payments
a) Droppery is not responsible for payments not transferred to or received by the Customer.
b) Droppery has no insight into or control over such payments or transactions and cannot reverse a transaction.
6.6 Limitation of Liability for Transactions
a) Droppery is not liable to the Customer or any third party for:
Claims or damages arising from received or processed transactions;
Disputes relating to payments, refunds, or chargebacks.
6.7 All payments processed via a third-party Payment Processor are subject to that provider’s terms and conditions. Droppery is not responsible for delays, technical errors, or failures in the payment process and is not liable for lost payments.
Article 7 – Use of Droppery and Cooperation with Suppliers
7.1 Compliance with Supplier Standards
a) Use of the Droppery platform is subject to the strict standards and values set by the Suppliers active on the Platform.
b) Webshops are required to comply with the standards and values set by Suppliers.
c) Non-compliance with these standards may result in measures taken by Droppery, including:
Blocking the link between the Webshop and the Supplier at the Supplier’s request;
Removing the Webshop’s data in the event of repeated violations of the mutually agreed rules of conduct.
7.2 Warnings and Enforcement Measures
a) Before taking enforcement action, Droppery will issue at least one warning to the Webshop.
b) If the Webshop remains in default thereafter, Droppery reserves the right to restrict access or terminate agreements where necessary.
7.3 Financial Obligations and Temporary Suspension
a) If a Webshop has payment arrears with a Supplier, Droppery reserves the right to:
Temporarily suspend the link and cooperation between the Webshop and the relevant Supplier;
Maintain such suspension until approval has been obtained from the relevant Supplier to reactivate the link.
b) Webshops must meet their financial obligations to Suppliers on time in order to ensure the smooth operation of the Platform.
7.4 Unilateral Data Management Rights
a) Droppery reserves the right to:
Unilaterally create or remove links between Suppliers and Webshops;
Take such measures where misuse of the Services is suspected.
b) Such actions may be carried out without any obligation to reimburse costs, and no rights may be derived therefrom.
7.5 Droppery is not liable for disputes between Webshops and Suppliers, including but not limited to product quality, delivery times, returns, and warranty claims. Such disputes must be resolved directly between those parties.
Article 8 – Use of Droppery and Cooperation with Retailers, Online Retailers and/or Webshops
8.1 Approval or Rejection of New Retailers and Webshops
a) Suppliers are required to provide approval or rejection of new retailers or webshops within 72 hours (3 business days) of receiving the request.
b) If Droppery receives an email from the Supplier indicating that additional time is needed, the approval or rejection period may be extended to a maximum of 5 business days to allow for internal coordination and customer review.
c) This procedure is intended to safeguard the quality of the platform and promote sales generation for Suppliers. Timely responses prevent retailer disappointment and loss of interest.
8.2 Automatic Approval of Pending Requests
a) Any request for approval of new retailers or webshops that remains unanswered will be automatically approved after 72 hours (3 business days).
b) If the Supplier has indicated in advance that additional time is required, automatic approval will occur after 5 business days if no further response is received.
c) Suppliers are required to respond promptly in order to maintain platform quality and retailer engagement.
Article 9 – Support, Maintenance, and Other Services
9.1 General Commitment to Service Quality
a) Droppery shall make every effort to perform the Services with care, in accordance with:
Arrangements and procedures agreed in writing with the Customer;
Best practices for the optimal operation of the Platform.
b) All Services are performed by Droppery on the basis of a best-efforts obligation.
9.2 Engagement of Third Parties in the Performance of Services
a) Where necessary for the proper performance of the Services, Droppery reserves the right to engage third parties for (part of) the provision of the Services.
b) The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded.
9.3 Platform Availability and Downtime
a) Droppery will make commercially reasonable efforts to keep the Platform available:
24 hours a day, 7 days a week;
Except in the case of planned or unplanned downtime.
b) Where possible, Droppery will inform the Customer in advance of planned downtime.
9.4 Suspension or Limitation of Services
a) Droppery may temporarily suspend or limit access to the Platform or specific functionalities at any time:
For maintenance work;
To carry out updates, upgrades, or new releases.
b) Droppery will endeavour to inform the Customer in advance of any such suspension.
c) Temporary suspension or limitation does not entitle the Customer to:
Compensation;
Reimbursement of Fees.
9.5 Customer Support and Response Times
a) Insofar as the Services include support for end users, Droppery will provide advisory support by email regarding:
The use and operation of the Platform;
Specific components of the Platform.
b) Droppery may impose conditions regarding:
The qualifications and number of contact persons entitled to support;
The types of support requests that will be handled.
c) Support requests will be handled within a reasonable time, whereby:
Droppery gives no guarantee as to the completeness, accuracy, or timeliness of responses;
Support is only provided on business days (Monday to Friday), between 09:00 and 17:00 CET, unless otherwise agreed.
9.6 Exclusions from Support Services
a) Unless otherwise agreed in writing, Droppery is not obliged to:
Carry out data conversions;
Customise software functionalities for individual customers.
b) Delivery dates or timelines communicated by Droppery are:
Determined on the basis of information known at that time;
Target dates only and not binding in any way.
9.7 Onboarding and Additional Training Sessions
a) Droppery provides a one-time digital onboarding session to explain the use of the Platform.
b) Additional training sessions:
May be requested by the Customer;
Will be reasonably reviewed and scheduled;
May take place virtually or on-site;
Will be provided at a rate of €110 per hour.
9.8 No Availability or Compensation Guarantee
Unless expressly agreed otherwise in a separate SLA, Droppery gives no uptime guarantee. Temporary interruptions do not give rise to any right to compensation, refunds, or suspension of payment obligations.
Article 10 – Intellectual Property Rights
10.1 Ownership and Scope of Intellectual Property Rights
a) All Intellectual Property Rights relating to the Platform and the Services, including all results of the Services provided, belong exclusively to Droppery or its licensors.
b) The Customer only obtains the rights of use expressly granted under and in accordance with these General Terms and Conditions.
c) All other rights are expressly reserved by Droppery.
10.2 Restrictions on Rights of Use
a) All rights of use granted to the Customer under the applicable subscription are:
Non-exclusive;
Non-transferable;
Non-sublicensable.
b) These rights apply only within the User Space associated with the subscription taken out, until:
The Customer terminates the subscription; or
The subscription is otherwise terminated in accordance with these General Terms and Conditions.
10.3 Payment as a Condition for Rights of Use
a) All rights of use granted to the Customer are subject to payment in full of the Fees due.
b) In the case of a recurring payment obligation, the rights of use:
Remain valid only for as long as the Customer continues to meet its payment obligations;
Lapse if the Customer defaults on payment.
10.4 Prohibition on Modifying Intellectual Property
a) The Customer is prohibited from:
Removing or altering any indication of Intellectual Property Rights or confidentiality;
Modifying, copying, distributing, or reverse-engineering any component of the Platform, the Services, websites, data files, or documentation originating from Droppery.
10.5 All intellectual property rights relating to the Platform – including the software, source code, databases, and related technologies – remain the exclusive property of Droppery. Customers are not permitted to copy, distribute, modify, or reverse-engineer any part of the Platform without Droppery’s prior written consent.
Article 11 – Confidential Information
11.1 Confidentiality Obligation
a) Without prejudice to any applicable non-disclosure agreement, the Customer shall:
Treat all Confidential Information received as strictly confidential;
Not disclose or use any Confidential Information, except to the extent reasonably necessary for:
Performing its obligations under these General Terms and Conditions;
As expressly permitted under these General Terms and Conditions.
11.2 Exceptions to Confidentiality
a) The confidentiality obligation does not apply to information that:
Was already known or has become publicly available without breach of these confidentiality provisions;
Was developed independently, without direct or indirect access to or use of the Confidential Information;
Must be disclosed pursuant to:
A court order;
A request from a competent legal, regulatory, or governmental authority.
b) The burden of proof in the event of reliance on one of these exceptions lies with the Customer, who must provide sufficient evidence that the exception applies.
11.3 Deletion of Confidential Information Upon Termination
a) Upon expiry or termination of the subscription, for whatever reason, the Customer shall:
Delete all Confidential Information;
Ensure that no copies remain.
b) Exceptions to this deletion obligation apply only where statutory retention obligations require a longer retention period, such as:
Financial record-keeping obligations;
Statutory record-keeping obligations imposed by government authorities.
c) If Confidential Information is retained pursuant to statutory obligations, the Customer shall continue to observe the applicable security and confidentiality measures.
11.4 The confidentiality obligations set out in these General Terms and Conditions shall remain in force for a period of five (5) years after termination of the relationship between the Customer and Droppery.
11.5 Customers are themselves responsible for the secure storage and protection of their login credentials and are liable for any damage resulting from unauthorised access to or use of their account.
Article 12 – Privacy
12.1 Processing of Personal Data
a) In maintaining the Platform and providing certain Services, Droppery may have access to personal data as defined under the General Data Protection Regulation (GDPR).
b) Such personal data may relate to:
The Customer itself;
Employees of the Customer;
Customers of the Customer.
12.2 Allocation of Roles in Data Processing
a) If Droppery processes personal data on behalf of the Customer:
Droppery acts as the “Processor”;
The Customer acts as the “Controller”;
A Data Processing Agreement (DPA), as made available by Droppery, will be entered into between Droppery and the Customer.
b) If Droppery processes personal data for its own purposes:
Droppery acts as the “Controller”;
Droppery’s Privacy Statement applies, available at:
12.3 Anonymised Data Collection
a) The Customer acknowledges and accepts that Droppery collects and processes aggregated data on an anonymised basis.
b) This data may relate to, among other things:
Order information;
Product information;
Purchasing behaviour.
c) The purpose of this data collection is to analyse and optimise transactions on the Platform.
12.4 Droppery processes personal data in accordance with the GDPR and, depending on the processing activity concerned, acts as either processor or controller. Customers who process third-party personal data via the Platform must sign a separate Data Processing Agreement (DPA) with Droppery.
12.5 In the event of a data breach involving personal data, Droppery will notify the Customer within 72 hours of discovery and take appropriate measures to limit any further impact.
12.6 Business, Usage, and Platform Data
a) The Customer retains the rights to data and information provided by the Customer to Droppery or processed via the Platform, to the extent such rights belong to the Customer.
b) The Customer grants Droppery the right, for the duration of the agreement, to process, use, reproduce, and technically adapt such data to the extent necessary for providing, maintaining, securing, and improving the Platform and the Services.
c) Droppery is entitled to aggregate and/or anonymise usage data, technical data, transaction data, product data, and other data obtained via the Platform, and to use such data for analyses, statistics, benchmarking, product development, improvement of the Services, and the development and improvement of automated and AI functionalities, to the extent such data cannot reasonably be traced back to the Customer or a natural person.
d) Anonymised and aggregated data may also be used by Droppery after termination of the agreement, to the extent permitted by law.
Article 13 – Term and Termination
13.1 Subscription Term
a) A subscription is entered into for an initial term of one (1) year.
b) After this initial term, the subscription is automatically renewed for successive periods of one (1) year each, unless:
The Customer terminates the subscription in time; or
The subscription is terminated in the interim by the Customer or Droppery, in accordance with these General Terms and Conditions.
13.2 Termination by the Customer or Droppery
a) Any type of subscription may be terminated in writing by either the Customer or Droppery, subject to a notice period of at least one (1) month before the end of the current subscription term.
13.3 Upgrades and Downgrades
a) The Customer may request an upgrade at any time during the term of a subscription by notifying Droppery.
An upgrade may result in:
Additional functionalities;
Extra options;
An expanded User Space.
The subscription term remains unchanged, but the associated Fee will be adjusted.
b) After the initial one (1) year term has ended, the Customer may request a downgrade, subject to:
A notice period of at least one (1) full calendar month.
A downgrade may result in:
Fewer functionalities;
Limited options;
A smaller User Space.
13.4 Immediate Termination by Droppery
a) Droppery reserves the right to terminate the Customer’s subscription with immediate effect and without any liability if:
The Customer is declared bankrupt or applies for bankruptcy;
The Customer is granted, or applies for, a suspension of payments;
The Customer is, or is deemed to be, unable to meet its payment obligations;
The Customer discontinues all (or virtually all) of its business activities.
13.5 Consequences of Termination
a) Upon termination of a subscription, for whatever reason:
The Customer’s right to use the Platform and the Services ends immediately;
The Account is no longer accessible to the Customer;
The Customer is not entitled to any refund of Fees paid, whether pro rata or otherwise, unless expressly provided otherwise in these General Terms and Conditions;
All outstanding Fees become immediately due and payable as of the date of termination.
13.6 Non-Renewal and Removal of Product Content
a) If the Retailer does not renew the contract, Droppery reserves the right to terminate the licence to use the Product Content.
b) Termination of the licence to the Product Content:
Takes effect within seven (7) days of the expiry of the original contract or the renewal date;
Entitles Droppery to remove the relevant Product Content from the Platform and to sever the link to such content.
13.7 Dispute Resolution
a) Disputes between Droppery and the Customer relating to or arising from these General Terms and Conditions shall:
Be submitted exclusively to the competent court in Amsterdam, the Netherlands;
First be attempted to be resolved through mutual consultation before legal proceedings are initiated.
Article 14 – Liability
14.1 Limitation of Liability
a) Droppery’s total liability for an attributable failure to perform the Services, or on any other legal ground (including, expressly, any failure to perform an agreed indemnification obligation), is limited to:
Compensation for direct damage, up to a maximum of the total amount of Fees paid by the Customer (excluding VAT) to Droppery in the six (6) months preceding the occurrence of the damage; or
The amount actually paid out under Droppery’s liability insurance in the relevant case, if higher.
b) Droppery is not liable for indirect damage, including but not limited to:
Consequential damage;
Loss of profit;
Missed savings;
Reduced goodwill;
Business stagnation or interruption;
Claims from the Customer’s own customers;
Damage related to third-party materials or software;
Corruption, destruction, or loss of data;
(Temporary) unavailability of the Platform due to maintenance.
14.2 Transactions Between Customer and Supplier
a) Droppery is excluded from all liability with respect to actions and transactions between the Customer and the Supplier.
b) Any disputes between the Customer and the Supplier must be resolved exclusively between those parties.
14.3 Exceptions to Limitations of Liability
a) The exclusions and limitations of liability set out in this article do not apply to the extent that the damage is the result of:
Intent or wilful recklessness on the part of Droppery’s management.
14.4 Force Majeure
a) Droppery is not obliged to fulfil any obligation under these General Terms and Conditions if performance is prevented by circumstances beyond its control (“force majeure”).
b) Droppery is never liable for damage resulting from force majeure, including but not limited to:
War, fire, floods, riots, or natural disasters;
Power failures;
Internet outages or failures of computer networks/telecommunications facilities;
Strikes;
Pandemics (such as COVID-19 or similar outbreaks).
14.5 Conditions for Liability
a) Unless performance by Droppery is permanently impossible, liability for an attributable failure only arises if:
The Customer promptly gives Droppery written notice of default;
A reasonable period of at least fourteen (14) days is allowed for remedy; and
A clear and detailed description of the failure is provided, enabling Droppery to respond adequately.
b) Claims for damages lapse six (6) months after the damage occurs, unless reported in writing in good time.
14.6 Droppery is not liable for indirect damage, including but not limited to loss of profit, loss of customers, reputational damage, business continuity, or claims from third parties.
14.7 The Customer shall indemnify Droppery against all third-party claims – including from end customers and Suppliers – arising from transactions, product liability, legal proceedings, or disputes resulting from use of the Platform.
Article 15 – Third-Party Logistics Services
15.1 Liability for Third-Party Logistics Services
a) Droppery is not liable for any damage arising from logistics services provided by third parties, including but not limited to:
Loss of products;
Incorrect processing;
Delivery delays.
15.2 Allocation of Costs
a) Droppery reserves the right to pass on all costs arising from logistics services in full to the Customer, without accepting any liability.
b) This includes costs related to the processing of returns.
15.3 Return Processing
a) Returns are subject to the terms and policies of the relevant logistics provider.
b) Droppery is not liable for:
Delays in the returns process;
Errors in processing returns;
Loss of goods during the returns process.
15.4 Payment Terms for Logistics Costs
a) Logistics costs are invoiced every seven (7) days, with a payment term of seven (7) days.
15.5 Use of Multiple Logistics Partners
a) Logistics services on the Platform are performed by multiple logistics partners and third-party providers.
15.6 Consequences of Non-Payment
a) In the event of non-payment or repeated late payment, Droppery reserves the right to:
Temporarily pause the link and suspend order processing;
Convert the pause into a complete discontinuation of the service in the event of continued non-payment, without Droppery being liable for this.
15.7 Cost Overview
a) The costs of third-party logistics services can be found in the Droppery account, under the profile of the Supplier with which the Customer works.
15.8 Intermediary Role of Droppery
a) Droppery acts solely as an intermediary for logistics services and is not liable for delivery delays, damage, or loss of goods during transport. Suppliers bear the full risk for products until they have been successfully delivered to the Webshop or end customer.
15.9 Handling of Returns
a) Returns must be handled directly with the Supplier. Droppery is not responsible for refunds or the administrative processing of returns.
Article 16 – Payments and Collection
16.1 Payment Service Provider (PSP)
a) Droppery uses a third-party Payment Service Provider (PSP) to process payments on behalf of Suppliers.
b) The account holder within Droppery is regarded as the owner of the product.
16.2 Payment Responsibilities
a) Retailers and/or shop owners with an account within Droppery are responsible for:
Timely and correct payments;
Ensuring valid payment methods are available.
b) Suppliers using Droppery are responsible for:
Timely and correct payment of all orders.
If payment is not made on time, Droppery reserves the right to engage a debt collection agency.
Any collection costs incurred will be passed on in full to the retailer and/or shop owner.
16.3 Costs for Reversed Transactions
a) In the event of a reversed payment or a returned direct debit, additional costs apply:
An administration fee of €7.50 will be charged for each blocked transaction.
These costs will be passed on to the Customer by Droppery B.V.
16.4 Repeated Non-Payment
a) In the event of repeated non-payment, Droppery reserves the right to:
Temporarily or permanently block access to the Platform;
Transfer the outstanding amount to a debt collection agency, with all collection costs charged in full to the Customer;
Accept future payments only on a prepayment basis.
16.5 Custom Work Outside the Software Licence
Modifications, tasks, or other services that fall outside the scope of the software licence provided by Droppery are considered custom work. Such work will be invoiced separately to the customer. Where such custom work applies, Droppery will communicate this to the customer either in advance or afterwards. Droppery reserves the right to invoice such work retroactively for up to three (3) months.
Article 17 – Additional Terms – Droppery Care & Support
By using Droppery Care & Support, the customer agrees to these additional terms.
17.1 Applicability
These additional terms apply to the “Droppery Care & Support” service (hereinafter: “Droppery Care”).
These terms apply in addition to Droppery’s general terms and conditions.
In the event of any conflict between provisions, these additional terms shall prevail insofar as they relate to Droppery Care.
17.2 Nature of the Service
Droppery Care is a support and facilitation service.
Droppery:
Facilitates communication between retailer, supplier, and carrier;
Assists in resolving operational issues.
Droppery:
Does not act as a seller, manufacturer, carrier, or insurer;
Does not provide an insurance service;
Gives no guarantee as to outcomes.
17.3 Best-Efforts Obligation
All services within Droppery Care are provided on a best-efforts basis.
This means that:
Droppery will make reasonable efforts to reach an appropriate solution;
No guarantee is given as to any specific outcome.
17.4 Solutions and Handling
Droppery reserves the right, at its sole discretion, to:
Determine the approach to an issue;
Determine the method of follow-up;
Involve relevant parties.
Possible actions may include:
Escalation to the supplier;
Requesting a replacement;
Coordination of repairs.
As a general rule, there is no entitlement to a specific solution or financial compensation.
17.5 Liability
To the extent permitted by law, Droppery excludes all liability for damage arising from or related to:
Deliveries by suppliers;
Defective or non-conforming products;
Loss, delay, or damage during transport;
Acts or omissions of suppliers or carriers;
Indirect damage, consequential damage, or lost revenue.
If and to the extent Droppery is nevertheless found liable, such liability shall be limited to the amount paid by the customer for Droppery Care in the relevant month.
17.6 Retailer’s Responsibility
The retailer remains at all times:
Legally responsible towards the end customer;
Responsible for accurate and complete product information;
Responsible for order processing and customer communication.
Droppery does not assume these responsibilities.
17.7 Suppliers and Carriers
Suppliers and carriers remain:
Fully responsible for their products and services;
Liable for errors, damage, and delays.
Droppery acts solely as a facilitating intermediary.
17.8 Use of Droppery Care
The service applies exclusively to:
Orders placed during an active subscription period;
Customers with a valid, paid subscription.
Droppery reserves the right to:
Refuse cases;
Determine priority;
Temporarily suspend the service in cases of misuse or improper use.
17.9 Pre-Financing (Pro Package)
Where applicable under the Pro package, Droppery may, at its sole discretion:
Pre-finance a replacement order.
This:
Does not constitute an obligation;
Occurs only in exceptional cases.
No rights may be derived from such action.
17.10 Payment and Suspension
In the event of:
A failed direct debit collection;
Outstanding invoices;
Droppery has the right to immediately suspend its services.
During any such suspension, there is no right of access to Droppery Care or related support services.
17.11 No Insurance
Droppery Care:
Is not an insurance product;
Does not provide coverage against risks;
Does not pay out compensation.
The service is aimed solely at operational support and problem resolution.
17.12 Changes
Droppery reserves the right to change at any time:
These additional terms;
The content of packages;
The service.
Changes will be communicated in a timely manner.
Final Provision
Droppery Care is a support service.
Droppery assists in resolving operational issues but does not assume liability or risk from suppliers or retailers.
Article 18 – Governing Law and Dispute Resolution
18.1 These General Terms and Conditions are governed exclusively by Dutch law.
18.2 All disputes shall be submitted to the competent court in Amsterdam, the Netherlands.
18.3 Droppery reserves the right to bring disputes before another competent court in an alternative jurisdiction where it deems this necessary.
18.4 Disputes between Droppery and the Customer will first be attempted to be resolved through mediation. If no resolution is reached, the dispute shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.