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.

1. DEFINITIONS
   • The terms which are indicated in these Conditions with a capital letter and which are not defined elsewhere shall have the following meaning:
     • Account: the Customer’s personalised account that allows the Customer to access the Platform and the 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 and registered in the trade register of the Chamber of Commerce under number 82212988.
     • User Space: the number of SKUs and Suppliers respectively dropshippers under the applicable subscription of the Webshop respectively the Supplier.
     • Intellectual Property Rights: all rights of intellectual property, both registered and 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, rights relating to goodwill, know-how and trade secrets.
     • Customer: the Webshop or the 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 the products directly to the end user at the time of purchase.
     • Platform: the drop-shipping platform known as “DROPPERY”, also comprising 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 drop-shipping.
     • SKU: Stock Keeping Unit.
     • Compensation: has the meaning given to it in Article 4.1.
     • Confidential Information: Any information, materials or data (written, oral or electronic) relating directly or indirectly to Droppery, the Platform or the Services, including but not limited to reports, analyses, forecasts, methods, designs, drawings, Intellectual Property Rights, algorithms, codes (also source codes), computer programs, quotations, presentations, technical or business information, financial information, business plans, marketing and sales plans, customer and supplier information, processes, formulas, specifications and any other information marked “confidential,” “secret” or of similar confidential purpose. Payment Processor: a third party service provider that handles payments and refunds between Supplier and Customer on behalf of Droppery.
     • Terms and Conditions: these General Terms and Conditions of Droppery B.V.
     • Webshop: The legal entity or natural person acting in the course of a profession or business which operates an online webshop and offers products from third-party suppliers “on demand” (without stock).
   • Unless otherwise indicated, a term in the singular also includes the plural and vice versa.

2. GENERAL
   • These Terms apply to all offers and quotations from, and agreements with, Droppery, as well as to the provision and availability of the Platform and/or the provision of agreed Services to the Client. By submitting an application for a subscription, via the website or by email, or by approving an offer, the Client agrees to the applicability and content of these Terms and Conditions and an agreement is created between Droppery and the Client.
   • The applicability of any purchase conditions or other general terms and conditions of the Client is explicitly rejected. Supplements to or deviations from these Terms are only valid if and in so far as these have been agreed upon in writing between Droppery and Client.
   • If any provision of these Terms and Conditions is deemed invalid or otherwise unenforceable, the other provisions of these Terms and Conditions shall remain in full force. In that case Droppery will replace the invalid provision with a provision that is valid and enforceable, taking into account the intention of the original provision.
   • Droppery is entitled to amend the Terms and Conditions unilaterally at any time, after which the modified Terms and Conditions will apply to offers, quotations or subscriptions issued afterwards, or to work commissioned to the Contractor in the context of the Platform and/or the Services, or to legal relationships arising afterwards. If the Client does not wish to accept the changed conditions, the Client will inform Droppery of this immediately, whereby the Client can terminate the subscription with Droppery in writing by the renewal date of his subscription. Until then, the previously applicable (unchanged) set of Terms will continue to apply to the (legal) relationship between the Client and Droppery.
   • These Terms have also been drawn up for the benefit of: a. all companies with which Droppery is connected in a group, has or had a management or cooperation agreement including their directors and shareholders; and b. all directors, employees, (former) employees and third parties (as well as their heirs) who in any way are/were working for, or are/were connected to or employed by Droppery. The Conditions apply as a third-party clause as meant in article 6:253 BW on behalf of all persons and legal persons mentioned in this article. They are therefore entitled to make an appeal to the stipulations in these Terms.
   • These Terms and Conditions may also be available in different languages. In case of inconsistencies or conflicts between the different language versions, the most current Dutch version of the Terms and Conditions shall prevail.

3. SUBSCRIPTION AND ACCOUNT
   • Any price indications or other information mentioned in offers, presentations, advertising material or on websites are not binding for Droppery, unless explicitly stated otherwise by Droppery.
   • In order to make use of the Platform and the Services, the Customer must request and maintain an Account. The Customer is responsible for accurate, complete and up-to-date information for the Account. Failure to update the Account with accurate, complete and up-to-date information, or to update the Account in a timely manner, as well as having an invalid or expired payment method on file with Droppery, may result in restriction of access to and use of the Platform and the Services or the (temporary) suspension or termination of the Account.
   • The Customer is solely responsible for all information, activities and content, such as photos, images, videos, graphics, texts or audio files that are uploaded, collected, generated, stored, displayed, distributed, transmitted or otherwise made available in or through the Customer’s Account and the Customer’s use of the Platform and the Services. This includes the Customer’s responsibility for obtaining the necessary rights to publish or distribute the relevant information or content.
   • The Client is and shall remain responsible at all times for the security and confidentiality of the Account password. If the Client knows or reasonably suspects that there has been a breach of security, including loss or theft of passwords, or evidence of unauthorized disclosure or use of the Account, the Client shall notify Droppery immediately. Droppery shall never be liable for any loss or damage as a result of insufficient security by the Client of his Account and password.
   • Resellers on the Droppery platform may not be directly approached commercially by suppliers during the term of the contract and for one year after its expiry.
   • Shipping costs are always invoiced separately between suppliers and webshops.

4. REMUNERATION AND PAYMENT
   • Customer shall pay the prices applicable to the applicable subscription for use of the Platform and Services and any other applicable fees (“Fees“).
   • 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, and the Customer pays through the intervention of the Payment Processor.
   • All Fees (including subscriptions and commission fees) are exclusive of sales tax (VAT) and other taxes imposed or to be imposed by the government, unless otherwise expressly indicated by Droppery. All prices are always in euros and must be paid in euros, unless otherwise expressly indicated by Droppery.
   • Subscriptions are due monthly and in advance unless otherwise specified by Droppery. The Customer shall never be entitled to suspend any Fees or to set off any Fees due.
   • The Commission Fee will be deducted from payments made to the Customer by the Payment Processor and paid directly to Droppery.
   • 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 proof to the contrary.
   • In the case of a periodic payment obligation, the Client is entitled to adjust the applicable prices and rates in writing within a period of at least three (3) months. If the Client does not wish to agree to such an adjustment, the Client is entitled to terminate the subscription with Droppery in writing within thirty (30) days after the notification, with effect from the date on which the adjustment will take effect.
   • If the Client does not pay the Fee(s) or does not pay them on time, the Client shall, without a reminder or notice of default being required, owe legal (commercial) interest on the outstanding amount. If the Client, even after a reminder or notice of default, still fails to pay the claim, Droppery can give the claim out of hands, in which case the Client, in addition to the total amount due until then, is also obliged to pay all judicial and extrajudicial costs, including all (legal) costs of third parties.
   • If the Client does not pay the Fee(s) or does not pay them on time, Droppery also has the right to suspend the Client’s access to the Platform or the provision of the Services until full payment has been made, or until sufficient security for payment has been provided.
   • If the Client consists of several natural persons and/or legal entities, or if the products and services provided by Droppery are on behalf of several natural persons and/or legal entities, each of these (legal) entities is jointly and severally liable to pay the Fees owed to Droppery.

5. THE PLATFORM 
   • Although the Platform is provided and maintained by Droppery with the utmost care, the accuracy and completeness of the functionalities and data within the Platform cannot be guaranteed. Platform is offered ‘as is‘ and ‘as available‘. Droppery therefore does not guarantee that the Platform will always function without errors or interruptions and can only guarantee the quality, functionality and availability of the Platform as specifically described in the documentation made available.
   • The Customer guarantees:
     • that the Platform will not be used for any illegal, fraudulent or illicit purpose;
     • compliance with applicable laws and regulations within its jurisdiction and/or applicable to end customers (including in any case laws on product safety, product packaging, import and export);
     • not sub-license, lease, sell, rent, transfer, distribute, copy, modify, decompile or reverse engineer the Platform or the Services;
     • not to infringe the Intellectual Property Rights of Droppery or third parties in the course of using the Platform;
     • Upload, transmit or distribute viruses or other malicious or destructive code on or through the Platform;
     • that the Platform will not be used for spamming, phishing, or other forms of fraud;
     • not to disrupt or circumvent the security measures of the Platform and/or the Services.
     • Do not place orders for their own products.
     • The Client acknowledges and accepts that Droppery reserves the right to break off a connection with immediate effect without having to give warning.
   • Droppery grants the Retailer a limited, non-exclusive software license to use the Product Content. This license is restricted to Product Content related to Goods that the Retailer will sell via Dropshipping through Droppery and is solely intended for the purpose of reselling those Goods.
   • The Client acknowledges and accepts that Droppery reserves the right to immediately remove any information or content that Droppery considers to be in breach of or in violation of these Terms and Conditions, in particular the guarantees and prohibited uses set out in clause 5.2.
   • Droppery reserves the right, at its sole discretion, at any time and without prior notice, to make changes (including but not limited to, adding or removing functionality) to the Platform or the Services, or, to discontinue or terminate the Platform, the Services or parts thereof. Droppery shall not be liable for any damage or loss suffered by the Customer or any third party as a result of any such modification, discontinuation or termination.
   • Unless otherwise agreed in writing, Customer is independently responsible for the management, including control of settings, use of Platform and how the results of Platform are interpreted and used. Customer is also responsible for the instruction and use of the Platform by Users, regardless of whether these Users are in a relationship of authority with Customer. In the absence of explicit agreements in this regard, Customer will install, set up or configure the necessary (software) applications or APIs in order to achieve the desired interoperability with the Platform.
   • Droppery has no control over and is not responsible or liable for: (a) products offered by Suppliers and/or (re)sold by Webshops; (b) transactions between Suppliers and Webshops and/or with their end customers; (c) interactions or transactions of the Client with or through third party platforms. The Client shall indemnify and hold Droppery – and (if applicable) Droppery partners, officers, directors, agents and employees – harmless from any claim or demand, including reasonable attorneys’ fees, which may arise from: (a) Customer’s use of, access to or interaction with third party platforms; (b) the purchase (or resale) of defective products; and/or (c) a transaction or contractual relationship of a Webshop with a Supplier and vice versa.

PAYMENTS AND REFUNDS OF TRANSACTIONS THROUGH THE PLATFORM

• Payments and refunds facilitated through the platform may be processed by a third-party payment processor.
• You may be required to create an account with such Payment Processor, and by doing so, you are entering into an agreement with the Payment Processor and agreeing to comply with the Payment Processor’s terms of service.
• You may need to provide additional information to verify your identity, business and tax information and your banking information when you register with the Payment Processor.
• You are solely responsible for ensuring that each payment is properly received by you. As such, you are obligated to provide all required information to the payment processor to make this possible. Likewise, you are obligated to comply with any lawfully requested refund and provide your cooperation to the payment processor to execute the refund.
• Droppery bears no responsibility in any transaction between Customer and Supplier that occurs, nor does it have any control or influence over the third-party payment processor.
• Droppery is in no way responsible for payments not transferred to the customer or not received by the customer.
• Droppery has no insight or control over these payments or transactions, nor does Droppery have the ability to undo a transaction.
• Droppery is not liable to the customer or any third party for claims or damages that may arise as a result of transactions you receive or transactions that are paid out.

USE OF DROPPERY AND COLLABORATION WITH SUPPLIERS

• Use of Droppery is subject to strict standards and values set by the suppliers operating on the platform. Retailers must adhere to the standards and values set by suppliers. In case of non-compliance, Droppery reserves the right to block the link between the retailer and the supplier if requested by the supplier as a client. Moreover, in case of repeated violations of the mutually agreed rules of conduct, Droppery reserves the right to delete the data from the retailer’s web shop. Prior to taking such measures, Droppery will issue at least one warning.
• If a retailer is in arrears with a supplier, Droppery reserves the right to temporarily put the link and cooperation between the retailer and the supplier on on-hold. This measure will remain in effect until approval is obtained from the relevant supplier to reactivate the link. It is essential that retailers fulfill their financial obligations to suppliers in a timely manner to ensure the smooth operation of the platform.
• Furthermore, we reserve the right to unilaterally implement the linking and deletion of supplier data at any time in the event of suspicion of misuse of our services. This can be done without any obligation to reimburse costs and no rights can be derived from this.

6. SUPPORT, MAINTENANCE AND OTHER SERVICES
   • Droppery shall make every effort to carry out the Services with care in accordance with agreements and procedures made with the Client in writing. All Services are performed by Droppery on the basis of an obligation to perform to the best of its ability.
   • Droppery reserves the right, to the extent required for a proper execution of the Services, to have (parts of) the Services performed by third parties, at Droppery’s discretion. In this context, the applicability of Articles 7:404, 7:407 (2) and 7:409 The Dutch Civil Code is expressly excluded.
   • Droppery will make commercially reasonable efforts to have the Platform available 24 hours a day, 7 days a week, with the exception of planned or unplanned downtime. Droppery will make commercially reasonable efforts to inform the Customer – where possible – of this in advance.
   • Droppery may at any time, (temporarily) suspend or limit the use or availability of the Platform or any part thereof, as far as this is necessary to carry out maintenance or to implement updates, upgrades or new releases of the Platform or functionalities. Droppery endeavours to inform the Client about this in advance where possible. A (temporary) suspension or restriction of the Platform or any part thereof does not entitle the Client to compensation or reimbursement of the Fee(s) from Droppery.
   • In so far as the Services include support support for end users, Droppery will advise by e-mail on the use and functioning of the Platform and/or specific parts thereof. Droppery may impose conditions regarding the qualifications and number of contacts eligible for support. Droppery will deal with duly substantiated support requests within a reasonable time. Droppery cannot guarantee the accuracy, completeness or timeliness of responses or support provided. Unless otherwise agreed in writing, support will only be provided on working days (Mon-Fri) during office hours (09.00-17.00 CET).
   • Unless otherwise agreed in writing, Droppery is not obliged to carry out data conversion.
   • (Delivery) dates or timelines indicated by Droppery are determined to the best of Droppery’s knowledge on the basis of the information available at that time. Such (completion) dates or timelines are in all cases target dates and do not bind Droppery in any way.

7. INTELLECTUAL PROPERTY RIGHTS
   • 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. The Client only obtains the rights of use in as far as they are explicitly granted on the basis of and in accordance with the provisions of these Terms. All other rights are expressly reserved by Droppery.
   • All usage rights granted to the Customer under the applicable subscription are non-exclusive, non-transferable, non-sublicensable and are granted only for the User Space associated with the subscription, until terminated by the Customer or otherwise in accordance with these Terms and Conditions.
   • All rights of use granted to the Customer are provided under the condition that the Customer has paid the applicable Fees in full. In case of periodic payment obligations, the Customer obtains rights of use as long as he continues to meet the periodic payment obligations.
   • The Client is prohibited from removing or changing any indications of Intellectual Property Rights or confidentiality from the Platform, Services, websites, data files, documentation or materials originating from Droppery.

8. CONFIDENTIAL INFORMATION
   • Without prejudice to the applicability of any non-disclosure agreement, the Customer shall keep all Confidential Information received confidential and shall not disclose or use it other than as reasonably necessary for the fulfilment of any obligation under these Terms and Conditions or as expressly permitted under these Terms and Conditions.
   • The confidentiality provisions in this Article do not apply if and to the extent that it concerns information that:
     • is known or has become available to the public without infringement of the provisions on confidentiality;
     • developed without direct or indirect use of or access to the Confidential Information, or obtained independently without breach of confidentiality;
     • must be disclosed pursuant to a court order or at the request of an authorised, legal, regulatory or government authority;
   • The burden of proof in the event of an appeal to one of the grounds for exclusion as referred to in Article 8.2 lies with the Customer who invokes this.
   • On expiry or termination of the subscription, for whatever reason, all Confidential Information shall be deleted without leaving any copies, unless legal retention obligations (e.g. financial accounting obligations) require a longer retention period in which case the Customer shall continue to observe the applicable security and confidentiality measures.

9. PRIVACY
   • In the course of maintaining the Platform and providing certain Services, Droppery may have access to personal data – within the meaning of the General Data Protection Regulation (“AVG“) – of the Client, the Client’s employees and/or the Client’s customers. If Droppery processes such personal data on behalf of the Client, Droppery will qualify as the “processor” and the Client as the “data controller”, whereby a processor agreement, as provided by Droppery, will be entered into between Droppery and the Client.
   • In cases where Droppery processes the personal data for itself and for its own purposes, Droppery will qualify as the ‘data controller’ and Droppery’s Privacy Statement https://droppery.io/privacy-beleid/ will apply to that data processing.
   • The Customer acknowledges and accepts that Droppery collects and processes – on an anonymous basis – aggregated data based on order information, product information and purchasing behaviour in the context of transactions with and from the Customer.

10. DURATION AND TERMINATION
    • A subscription is entered into for the initial term of one (1) year. After expiry of this initial term, the subscription will be automatically renewed for the same duration of one (1) year each time, unless the subscription is timely terminated by the Client, or otherwise terminated prematurely by the Client, or Droppery in accordance with these Terms and Conditions.
    • Any type of subscription can be terminated by both the Client and Droppery in writing with the observance of a notice period of at least one (1) month before the end of the then current term of the subscription.
    • 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, options and/or more Usage Space. In the event of an upgrade, the applicable term does not change, only the amount of the Fee payable by the Customer.
    • After the initial term of one (1) year, the Customer may also request a “downgrade” of their subscription by notifying Droppery and giving at least one (1) full calendar month’s notice. A downgrade may result in fewer features, options and/or less Usage Space.
    • Droppery also has the right to terminate the Client’s subscription with immediate effect and without any liability, by means of a notification to the Client, if:
      • the Customer is declared bankrupt or files for bankruptcy;
      • the Customer is granted a (temporary) suspension of payments or requests a suspension of payments itself;
      • the Customer is or is deemed to be unable to pay its Fees or other debts when due;
      • the Customer ceases all (or virtually all) of its business activities.
    • In the event of termination of a subscription, for whatever reason, the Customer’s right to use the Platform and the Services immediately ceases and the Account is no longer accessible to the Customer. Unless otherwise stipulated in these Terms and Conditions, the Customer will not be entitled to any refund of Fees, pro rata or otherwise, and all outstanding Fees will be immediately due and payable in full on the termination date.
    • Upon the non-renewal of the contract by the Retailer, Droppery reserves the right to terminate the license to use the Product Content. The termination will take effect within 7 days after the expiration date of the original contract or the renewal date. Furthermore, Droppery reserves the right to sever the connection to the Product Content and remove such content from its platform.

Any disputes that may arise between Droppery and the Client and relate to or are connected with these Terms and Conditions, and which cannot be solved in mutual consultation, will be submitted exclusively to the competent judge in Amsterdam, The Netherlands.

LIABILITY

Droppery’s total liability for an attributable shortcoming in the fulfilment of the Services or on any other grounds, explicitly including any shortcoming in the fulfilment of an agreed upon obligation of indemnity, is limited to compensation of direct damage up to a maximum of the total Fees (excluding VAT) as received by Droppery in the six (6) months preceding the occurrence of the damage. Furthermore, Droppery’s liability is in all circumstances limited to the amount that is actually paid out by the liability insurance as a result of the claim concerned.

Droppery’s liability for indirect damage or loss, including but not limited to consequential damage, loss of profit, missed savings, decreased goodwill, damage due to business stagnation or interruption, damage as a result of claims from clients of the Client, damage related to materials or software of third parties, is excluded. Also excluded from Droppery’s liability is the mutilation, destruction or loss of data, or the (temporary) inaccessibility of the Platform as a result of maintenance.

Droppery will be excluded from any liability for all actions and transactions that take place between Client and Supplier and in the event of a dispute between the parties, they must resolve it between themselves.

The exclusions and limitations as described in articles 11.1 and 11.2 do not apply if and in so far as the damage or loss is the result of intent or deliberate recklessness on the part of Droppery management.

Droppery is not obliged to comply with any obligation on the basis of these Terms and Conditions if Droppery is prevented from doing so as a result of a circumstance beyond its control (“force majeure”). Droppery is never liable for damage to the Client or a third party, which is the result of force majeure. Cases of ‘force majeure’ will in any case include: (i) war, fire, floods, riots and natural disasters, (ii) government action, Brexit or boycotts, (iii) electricity failures, (iv) Internet failures or failures affecting computer networks or telecommunications facilities, (v) strikes, and (vi) pandemics (e.g. COVID-19 or similar).

Unless compliance by Droppery is permanently impossible, Droppery’s liability due to an attributable shortcoming in compliance only arises if the Client declares Droppery in default in writing without delay, in which case a reasonable term of at least fourteen (14) days is given for remedy of the shortcoming. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Droppery is given the opportunity to react adequately.

A condition for the existence of any right to compensation is always that the Client reports the damage as soon as possible after its occurrence in writing to Droppery. Every claim for damage compensation against Droppery expires by the mere lapse of six (6) months after the damage has arisen.

Third-party logistics services

Liability for logistics services provided by third parties: Droppery accepts no liability for any damage resulting from logistics services provided by third parties. This includes loss, improper processing and/or delivery of products by these third parties.

Passing on costs to the client: Droppery reserves the right to fully pass on costs incurred by Droppery to the client, without accepting any liability. This applies to costs related to logistics services as well as return processing.

Return Processing: Droppery is committed to careful and efficient return processing, but any returns are subject to the terms and policies of the third-party logistics provider. Droppery cannot be held liable for delays, errors or loss during the return process.

Charging of return processing costs: As with logistics services, Droppery reserves the right to fully pass on costs arising from return processing to the client, without accepting any liability.

Collection term and payment term: The costs are collected every 7 days with a payment term of 7 days.

Multiple logistics partners and third parties: This service is performed by multiple logistics partners and third parties.

Costs: The costs incurred are at the expense of the client.

Payment and consequences in the event of non-payment: In the event of non-payment and repeated late payment of payments, Droppery reserves the right to temporarily pause the link and not deliver orders. In the event of a repeat occurrence, the pause will be converted into a complete stop, without Droppery being and/or being held liable for this.

Cost overview: The costs for this service can be found in the Droppery account on the profile of the supplier you work with.

Payments and Collection

Payment Service Provider: Droppery uses a Payment Service Provider (PSP) that processes payments on behalf of the supplier. The person who set up and validated the account within Droppery is considered the owner of the product.

Responsibility for Payments: The retailer and/or shop owner of the account within Droppery is responsible for making all payments in a timely and accurate manner.

Responsibility for Payments: The account owner within Droppery as supplier is responsible for timely and correct payment of all orders. If payment is not made within the specified period, the account owner reserves the right to engage a collection agency. In addition, the account owner retains the right to charge the costs incurred to the shop owner and / or retailer.

Charges for Storno or Stoppage of Payments: In the case of reversed amounts, this incurs additional charges. Each reversed transaction or stopped direct debit will result in administrative costs of €7.50 per blocked transaction. These costs will be passed on to the customer from Droppery B.V.

APPLICABLE LAW AND DISPUTES

These Conditions are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention 1980 is expressly excluded.