GENERAL TERMS AND CONDITIONS DROPPERY B.V.
GENERAL TERMS AND CONDITIONS DROPPERY B.V.
Version 1.3 – May 2024
These are the General Terms and Conditions of Droppery B.V., a private limited company registered in the Commercial 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 Client.
- 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) under the applicable subscription of the Webshop or Supplier.
- Intellectual Property Rights: All intellectual property rights, both registered and unregistered, including but not limited to patent rights, copyright (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 with an Account on the Platform.
- Supplier: The legal entity or natural person acting in the exercise of a profession or business, which offers its products to Webshops and delivers them directly to end customers at the time of purchase.
- Platform: The drop-shipping platform known as DROPPERY, including all digital (Internet) pages, software applications, scripts, and databases, with which Webshops can purchase products from Suppliers for resale and deliver these products to end customers via dropshipping.
- SKU: Stock Keeping Unit.
- Compensation: The meaning given to it in Article 4.1.
- Confidential Information: Any data, materials, or information (written, oral, or electronic) relating directly or indirectly 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 demand” (without stock).
1.2 Unless otherwise indicated, 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 and availability of the Platform and/or the provision of agreed Services.
2.2 By submitting an application for a subscription, via the website or email, or by approving an offer, the Client agrees to the applicability and content of these Terms and Conditions, and a binding agreement is created between Droppery and the Client.
2.3 The applicability of any purchase conditions or general terms and conditions of the Client is explicitly rejected, unless explicitly agreed in writing by Droppery.
2.4 If any provision of these Terms and Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be replaced by a legally valid provision reflecting the original intent.
2.5 Droppery is entitled to amend these Terms and Conditions unilaterally at any time, after which the modified Terms and Conditions will apply to:
- New offers, quotations, and subscriptions.
- Work commissioned to Droppery in the context of the Platform and/or Services.
- Legal relationships arising afterwards.
2.6 If the Client does not accept the revised Terms, they must inform Droppery immediately and may terminate their subscription in writing before the renewal date. Until then, the previously applicable Terms shall continue to apply.
2.7 These Terms and Conditions are also drafted for the benefit of:
a) All companies affiliated with Droppery, including its directors and shareholders.
b) All employees, directors, agents, third parties, and former employees who have been connected to Droppery.
2.8 These Terms and Conditions apply as a third-party clause as meant in Article 6:253 BW, granting all mentioned persons and entities the right to invoke these Terms.
2.9 These Terms and Conditions may be available in multiple languages. In case of conflicts or inconsistencies, the most recent Dutch version shall prevail.
Article 3 – Subscription and Account
3.1 Non-Binding Price Indications
Any price indications or other information mentioned in offers, presentations, advertising material, or websites are not binding for Droppery, unless explicitly stated otherwise by Droppery.
3.2 Account Creation and Maintenance
a) To use the Platform and Services, the Customer must request 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 update the Account 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 solely responsible for all information, activities, and content uploaded, collected, generated, stored, displayed, distributed, transmitted, or otherwise made available through the Account and the use of the Platform and Services.
b) This includes ensuring that the Customer has the necessary rights to publish or distribute any content.
3.4 Account Security
a) The Client is and shall remain responsible for the security and confidentiality of their Account password.
b) If the Client knows or reasonably suspects that there has been a security breach, including:
- Loss or theft of passwords, or
- Unauthorized disclosure or use of the Account,
The Client must notify Droppery immediately.
c) Droppery is not liable for any loss or damage resulting from insufficient security by the Client.
3.5 Commercial Restrictions for Resellers
Resellers on the Droppery Platform may not be approached directly for commercial purposes by Suppliers during the term of the contract and for one year after its expiry.
3.6 Shipping Costs
Shipping costs are always invoiced separately between Suppliers and Webshops.
Article 4 – Remuneration and Payment
4.1 Fee Structure and Payment Obligations
a) The Customer shall pay the applicable prices for the subscription, Platform usage, and Services, along with any other applicable fees (“Fees“).
b) In addition to the Subscription Fee, Droppery may charge a commission fee (“Commission Fee“) for all payments and transactions made by the Customer using the Platform, processed through the Payment Processor.
4.2 Taxes and Currency
a) All Fees (including Subscriptions and Commission Fees) are exclusive of VAT and any other applicable taxes imposed by the government.
b) Unless otherwise expressly indicated 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 specified by Droppery.
b) The Customer shall not be entitled to suspend any Fees or set off Fees due.
4.4 Commission Fee Deduction
The Commission Fee will be automatically deducted from payments made to the Customer by the Payment Processor and paid directly to Droppery.
4.5 Proof of Payment Obligations
With regard to the Fee payable by the Client, the relevant documents and data from Droppery’s administration or systems provide complete proof, without prejudice to the Client’s right to provide evidence to the contrary.
4.6 Price Adjustments and Termination Rights
a) In the case of a periodic payment obligation, the Client is entitled to adjust the applicable prices and rates with at least three (3) months’ written notice.
b) If the Client does not agree to such an adjustment, they may terminate their subscription in writing within thirty (30) days after receiving the notification, with effect from the date on which the adjustment takes effect.
4.7 Late Payments and Consequences
a) If the Client does not pay the Fee(s) on time, they shall automatically owe legal (commercial) interest on the outstanding amount, without the need for a reminder or notice of default.
b) If, after a reminder or notice of default, the Client still fails to pay, Droppery may:
- Transfer the claim to third-party debt collection, and
- The Client will be liable for all judicial and extrajudicial costs, including all legal fees of third parties.
4.8 Suspension of Services for Non-Payment
a) If the Client fails to pay the Fee(s) on time, Droppery reserves the right to:
- Suspend the Client’s access to the Platform or Services.
- Require the Client to provide sufficient security for payment before reinstating access.
4.9 Joint and Several Liability for Payments
If the Client consists of multiple natural persons and/or legal entities, or if the products and services provided by Droppery are on behalf of multiple parties, then:
a) Each of these entities is jointly and severally liable for the payment of all Fees owed to Droppery.
Article 5 – The Platform
5.1 Provision and Availability
a) The Platform is provided and maintained by Droppery with the utmost care. However, accuracy and completeness of functionalities and data cannot be guaranteed.
b) The Platform is offered “as is” and “as available”, without any warranties regarding error-free or uninterrupted operation.
c) Droppery can only guarantee the quality, functionality, and availability of the Platform as specifically described in the documentation made available to the Customer.
5.2 Customer Obligations and Prohibited Uses
The Customer guarantees that the Platform will not be used for:
a) Any illegal, fraudulent, or illicit purpose.
b) Violations of applicable laws and regulations in their jurisdiction and/or applicable to end customers, including:
- Product safety laws.
- 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 Intellectual Property Rights of Droppery or third parties.
e) Uploading, transmitting, or distributing viruses, malicious code, or destructive elements through the Platform.
f) Spamming, phishing, or engaging in fraudulent activities using the Platform.
g) Disrupting or circumventing security measures of the Platform and/or Services.
h) Placing orders for their own products.
5.3 Breach of Terms and Termination
a) If the Customer breaches these Terms and Conditions or applicable laws, Droppery reserves the right to:
- Immediately terminate any connection, relationship, or agreement without prior notice.
- Take any other action necessary to protect Droppery’s legitimate interests, operations, or reputation.
5.4 Limited Software License for Product Content
a) Droppery grants the Retailer a limited, non-exclusive software license to use Product Content.
b) This license is restricted to Product Content related to Goods that the Retailer will sell via Dropshipping through Droppery.
c) The license is solely intended for the purpose of reselling those Goods.
5.5 Right to Remove Content
Droppery reserves the right to immediately remove any information or content that it considers to be in violation of these Terms and Conditions, particularly the guarantees and prohibited uses outlined in Article 5.2.
5.6 Modifications and Discontinuation of the Platform
a) Droppery reserves the right, at its sole discretion, at any time and without prior notice, to:
- Make changes to the Platform or Services (e.g., adding or removing functionalities).
- Discontinue or terminate the Platform, Services, or parts thereof.
b) Droppery shall not be liable for any damage or loss suffered by the Customer or any third party as a result of such modifications, discontinuation, or termination.
5.7 Customer Responsibilities for Platform Use
a) Unless otherwise agreed in writing, the Customer is independently responsible for:
- Managing and controlling settings and configurations of the Platform.
- Interpreting and using the results generated by the Platform.
b) The Customer is also responsible for: - The instruction and use of the Platform by its Users.
- 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.
- Interactions or transactions of the Client with or through third-party platforms.
b) The Customer shall indemnify and hold Droppery – including its partners, officers, directors, agents, and employees – harmless from any claims or legal demands, including reasonable attorney 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 Supplier, and vice versa.
Article 6 – Payments and Refunds of Transactions Through the Platform
6.1 Third-Party Payment Processing
a) Payments and refunds facilitated through the Platform may be processed by a third-party Payment Processor.
b) The Customer may be required to create an account with the Payment Processor.
c) By creating an account, the Customer enters into a separate agreement with the Payment Processor and agrees to comply with its terms of service.
6.2 Verification Requirements
The Customer may be required to provide additional information to verify:
- Identity.
- Business and tax information.
- Banking information.
6.3 Customer Responsibilities for Payments and Refunds
a) The Customer is solely responsible for ensuring that each payment is properly received.
b) The Customer must:
- Provide all required information to the Payment Processor for payment processing.
- Cooperate with the Payment Processor to execute any lawfully requested refund.
6.4 Droppery’s Limited Role in Transactions
a) Droppery bears no responsibility for any transaction that occurs between the Customer and Supplier.
b) Droppery does not control or influence the actions of the third-party Payment Processor.
6.5 No Responsibility for Unreceived Payments
a) Droppery is not responsible for payments that are not transferred to the Customer or not received by the Customer.
b) Droppery has no insight or control over these payments or transactions and cannot undo a transaction.
6.6 Limitation of Liability for Transactions
a) Droppery is not liable to the Customer or any third party for any:
- Claims or damages arising from transactions received or processed.
- Disputes related to payments, refunds, or chargebacks.
Article 7 – Use of Droppery and Collaboration with Suppliers
7.1 Compliance with Supplier Standards
a) The use of the Droppery platform is subject to strict standards and values set by the Suppliers operating on the Platform.
b) Retailers must adhere to the standards and values defined by Suppliers.
c) Non-compliance with these standards may result in actions taken by Droppery, including:
- Blocking the link between the Retailer and the Supplier, if requested by the Supplier as a client.
- Deleting data from the Retailer’s webshop in case of repeated violations of the mutually agreed rules of conduct.
7.2 Warnings and Enforcement Actions
a) Before taking enforcement actions, Droppery will issue at least one warning to the Retailer.
b) If the Retailer fails to comply, Droppery reserves the right to restrict access or terminate agreements as necessary.
7.3 Financial Obligations and Temporary Suspension
a) If a Retailer is in arrears with a Supplier, Droppery reserves the right to:
- Temporarily suspend the link and cooperation between the Retailer and the Supplier.
- Maintain this suspension until approval is obtained from the relevant Supplier to reactivate the link.
b) Retailers must fulfill their financial obligations to Suppliers on time to ensure the smooth operation of the Platform.
7.4 Unilateral Data Management Rights
a) Droppery reserves the right to:
- Unilaterally implement the linking and deletion of Supplier data at any time.
- Take these actions in the event of suspected misuse of the services.
b) This can be done without obligation to reimburse costs, and no rights can be derived from such actions.
Article 8 – Use of Droppery and Collaboration with retailers, online retailers and/or webshops.
8.1 Approval or Rejection of New Retailers and Webshops
a) Suppliers are required to provide either an 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 the need for additional time, the approval or rejection period can be extended to a maximum of 5 business days to accommodate internal discussions and client reviews.
c) This process is intended to ensure the quality of the platform and promote the generation of sales 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 prior notice has been provided by the Supplier requesting an extension, automatic approval will occur after 5 business days if no further response is received.
c) Suppliers are encouraged to respond promptly 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 carry out the Services with care in accordance with:
- Agreements and procedures made with the Client in writing.
- Best practices for optimal Platform operation.
b) All Services are performed by Droppery on the basis of an obligation to perform to the best of its ability (“best-efforts obligation”).
9.2 Third-Party Involvement in Service Execution
a) Droppery reserves the right, if necessary for proper execution of the Services, to:
- Engage third parties for (parts 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 ensure that the Platform is available:
- 24 hours a day, 7 days a week.
- Except in cases of planned or unplanned downtime.
b) Droppery will make commercially reasonable efforts to inform the Customer of downtime in advance, where possible.
9.4 Suspension or Limitation of Services
a) Droppery may temporarily suspend or limit access to the Platform or specific functionalities at any time:
- To carry out maintenance.
- To implement updates, upgrades, or new releases.
b) Droppery endeavors to inform the Client about such suspensions in advance, where possible.
c) A temporary suspension or restriction of the Platform or Services does not entitle the Client to: - Compensation.
- Reimbursement of Fees from Droppery.
9.5 Customer Support and Response Times
a) Insofar as the Services include support for end users, Droppery will provide advisory support via email on:
- The use and functioning of the Platform.
- Specific Platform components.
b) Droppery may impose conditions regarding: - The qualifications and number of contacts eligible for support.
- The types of support requests that will be addressed.
c) Support requests will be handled within a reasonable time, but: - Droppery does not guarantee the accuracy, completeness, or timeliness of responses.
- Support is provided only on working days (Monday to Friday), during office hours (09:00-17:00 CET), unless otherwise agreed.
9.6 Exclusions from Support Services
a) Unless otherwise agreed in writing, Droppery is not obliged to:
- Carry out data conversion.
- Customize software functionalities for individual clients.
b) Delivery dates or service timelines provided by Droppery are: - Determined to the best of Droppery’s knowledge based on available information.
- Target dates only, and not binding in any way.
9.7 Onboarding and Additional Training Sessions
a) Droppery shall provide a complimentary digital onboarding session to explain the use of the Platform.
b) Additional training sessions:
- May be requested by the Client.
- Will be reviewed and considered reasonably.
- May be scheduled virtually or in person, upon request.
- Will be provided at a rate of €110 per hour.
Article 10 – Intellectual Property Rights
10.1 Ownership and Scope of Intellectual Property Rights
a) All Intellectual Property Rights in respect of the Platform and the Services, including all results of the Services, belong exclusively to Droppery or its licensors.
b) The Client only obtains the rights of use that are explicitly granted under and in accordance with the provisions of these Terms and Conditions.
c) All other rights are expressly reserved by Droppery.
10.2 Restrictions on Usage Rights
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 for the User Space associated with the subscription, until: - The Customer terminates the subscription.
- The subscription is otherwise terminated in accordance with these Terms and Conditions.
10.3 Payment as a Condition for Usage Rights
a) All rights of use granted to the Customer are subject to full payment of the applicable Fees.
b) If the Customer has a periodic payment obligation, usage rights:
- Remain valid only if the Customer continues to meet periodic payment obligations.
- Will be revoked if the Customer fails to make payments.
10.4 Prohibitions on Intellectual Property Modifications
a) The Customer is prohibited from:
- Removing or altering any indications of Intellectual Property Rights or confidentiality.
- Modifying, copying, distributing, or reverse-engineering any part of the Platform, Services, websites, data files, or documentation originating from Droppery.
Article 11 – Confidential Information
11.1 Confidentiality Obligation
a) Without prejudice to any applicable non-disclosure agreement, the Customer shall:
- Keep all Confidential Information received confidential.
- Not disclose or use any Confidential Information, except as reasonably necessary for:
- Fulfilling obligations under these Terms and Conditions.
- As expressly permitted under these Terms and Conditions.
11.2 Exceptions to Confidentiality
a) The confidentiality obligation does not apply to information that:
- Is already known or has become publicly available without any infringement of the confidentiality provisions.
- Has been developed independently, without direct or indirect access to or use of the Confidential Information.
- Must be disclosed due to:
- A court order.
- A request from an authorized legal, regulatory, or government authority.
b) The burden of proof in the event of a claim under one of these exceptions lies with the Customer, who must provide sufficient evidence of the applicability of such an exception.
11.3 Deletion of Confidential Information Upon Termination
a) Upon expiry or termination of the subscription, for any reason, the Customer shall:
- Delete all Confidential Information.
- Ensure no copies remain.
b) Exceptions to deletion apply only when legal retention obligations require a longer retention period, such as: - Financial accounting requirements.
- Government-mandated record-keeping obligations.
c) If Confidential Information is retained due to legal obligations, the Customer shall continue to observe all applicable security and confidentiality measures.
Article 12 – Privacy
12.1 Processing of Personal Data
a) In the course of maintaining the Platform and providing certain Services, Droppery may have access to personal data as defined under the General Data Protection Regulation (AVG).
b) Personal data may relate to:
- The Client.
- The Client’s employees.
- The Client’s customers.
12.2 Roles in Data Processing
a) If Droppery processes personal data on behalf of the Client, then:
- Droppery qualifies as the “Processor”.
- The Client qualifies as the “Data Controller”.
- A Data Processing Agreement (DPA), as provided by Droppery, will be entered into between Droppery and the Client.
b) If Droppery processes personal data for its own purposes, then:
- Droppery qualifies as the “Data Controller”.
- Droppery’s Privacy Statement applies, which is available at:
https://droppery.io/en/data-privacy-policy/.
12.3 Anonymous Data Collection
a) The Customer acknowledges and accepts that Droppery collects and processes aggregated data on an anonymous basis.
b) This data may include:
- Order information.
- Product information.
- Purchasing behavior.
c) The purpose of data collection is to analyze and optimize transactions on the Platform.
Article 13 – Duration and Termination
13.1 Subscription Term
a) A subscription is entered into for an initial term of one (1) year.
b) After the initial term, the subscription is automatically renewed for a successive period of one (1) year, unless:
- The Client terminates the subscription on time.
- The subscription is otherwise terminated prematurely by either the Client or Droppery, in accordance with these Terms and Conditions.
13.2 Termination by the Client or Droppery
a) Any type of subscription may be terminated by either the Client or Droppery in writing, 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:
- More features.
- Additional options.
- Increased User Space.
- The subscription term remains unchanged, but the Fee payable by the Customer is adjusted accordingly.
b) After the initial one (1) year term, the Customer may request a downgrade by notifying Droppery, subject to:
- A notice period of at least one (1) full calendar month.
- A downgrade may result in:
- Fewer features.
- Reduced options.
- Less User Space.
13.4 Immediate Termination by Droppery
a) Droppery reserves the right to terminate the Client’s subscription with immediate effect and without any liability, if:
- The Customer is declared bankrupt or files for bankruptcy.
- The Customer is granted (or requests) a suspension of payments.
- The Customer is, or is deemed to be, unable to pay its Fees or debts when due.
- The Customer ceases all (or virtually all) of its business activities.
13.5 Consequences of Termination
a) Upon termination of a subscription, for any reason:
- The Customer’s right to use the Platform and the Services immediately ceases.
- The Account is no longer accessible to the Customer.
- The Customer is not entitled to any refund of Fees, either pro rata or otherwise, unless otherwise stated in these Terms and Conditions.
- All outstanding Fees become immediately due and payable in full on the termination date.
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 license for use of Product Content.
b) The termination of the Product Content license:
- Takes effect within seven (7) days after the expiration date of the original contract or renewal date.
- Droppery reserves the right to remove the Product Content from its Platform and sever the connection to such content.
13.7 Dispute Resolution
a) Any disputes that may arise between Droppery and the Client, relating to or connected with these Terms and Conditions, shall:
- Be submitted exclusively to the competent judge in Amsterdam, The Netherlands.
- Be first attempted to be resolved through mutual consultation before legal proceedings are initiated.
Hier is de geformatteerde versie van de clausules “Liability”, “Third-Party Logistics Services” en “Applicable Law and Disputes”, volledig in lijn met de eerdere artikelen.
Article 14 – Liability
14.1 Limitation of Liability
a) Droppery’s total liability for an attributable shortcoming in the fulfilment of the Services, or on any other grounds (explicitly including any failure in the fulfilment of an agreed obligation of indemnity), is limited to:
- Compensation for direct damage, up to a maximum of the total Fees (excluding VAT) received by Droppery in the six (6) months preceding the occurrence of the damage.
- The amount actually paid out by Droppery’s liability insurance as a result of the claim concerned.
b) Droppery is not liable for indirect damage or loss, including but not limited to:
- Consequential damage.
- Loss of profit.
- Missed savings.
- Decreased goodwill.
- Business stagnation or interruption.
- Claims from clients of the Customer.
- Damage related to third-party materials or software.
- Mutilation, destruction, or loss of data.
- (Temporary) inaccessibility of the Platform due to maintenance.
14.2 Transactions Between Client and Supplier
a) Droppery is excluded from any liability for all actions and transactions between Client and Supplier.
b) Any disputes between Client and Supplier must be resolved directly between those parties.
14.3 Exceptions to Liability Limitations
a) The liability exclusions and limitations described in this article do not apply if and insofar as the damage or loss results from:
- Intentional misconduct.
- Deliberate recklessness by Droppery’s management.
14.4 Force Majeure (Overmacht)
a) Droppery is not obliged to fulfil any obligation under these Terms and Conditions if it is prevented from doing so due to 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.
- Government actions, Brexit, or boycotts.
- Electricity failures.
- Internet failures or disruptions in computer networks/telecommunication facilities.
- Strikes.
- Pandemics (e.g., COVID-19 or similar).
14.5 Conditions for Claims
a) Unless compliance by Droppery is permanently impossible, Droppery’s liability for an attributable shortcoming only arises if:
- The Client declares Droppery in default in writing without delay.
- A reasonable remedy period of at least fourteen (14) days is provided.
- The Client provides a clear, detailed description of the shortcoming to allow Droppery to respond adequately.
b) Claims for damage compensation expire six (6) months after the occurrence of the damage, unless reported promptly in writing.
Article 15 – Third-Party Logistics Services
15.1 Liability for Third-Party Logistics Services
a) Droppery is not liable for any damage resulting from logistics services provided by third parties, including:
- Loss of products.
- Incorrect processing.
- Delays in delivery.
15.2 Cost Allocation
a) Droppery reserves the right to fully pass on any costs incurred for logistics services to the Client, without accepting any liability.
b) This includes costs related to return processing.
15.3 Return Processing
a) Returns are subject to the terms and policies of the third-party logistics provider.
b) Droppery is not liable for:
- Delays in the return process.
- Errors in processing returns.
- Losses during the return process.
15.4 Payment Terms for Logistics Costs
a) Costs are collected every seven (7) days with a payment term of seven (7) days.
15.5 Multiple Logistics Partners
a) The logistics services on the Platform are performed by multiple logistics partners and third parties.
15.6 Payment Consequences in Case of Non-Payment
a) In the event of non-payment or repeated late payments, Droppery reserves the right to:
- Temporarily pause the link and suspend order delivery.
- If non-payment persists, convert the pause into a complete stop of the service, without Droppery being liable.
15.7 Cost Overview
a) The costs for third-party logistics services are available in the Droppery account, under the profile of the Supplier the Client works with.
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 considered the owner of the product.
16.2 Payment Responsibilities
a) Retailers and/or shop owners of an account within Droppery are responsible for:
- Timely and accurate 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 collection agency.
- Any collection costs incurred will be charged to the retailer and/or shop owner.
16.3 Charges for Reversed Transactions
a) In the event of a reversed payment or stopped direct debit, additional charges apply:
- Each blocked transaction incurs an administrative fee of €7.50.
- These costs will be passed on to the Client by Droppery B.V..
Article 17 – Governing Law and Dispute Resolution
17.1 These General Terms and Conditions are governed exclusively by Dutch law.
17.2 Any disputes shall be submitted to the competent court in Amsterdam, the Netherlands.
17.3 Droppery reserves the right to settle disputes in an alternative competent jurisdiction if deemed necessary.