Terms of Use and Delivery

1. Subject Matter of the Contract

• The user is a merchant and acquires as such with the conclusion of the subscription with us / Chance2Brand (hereinafter: platform) the simple, i.e., non-exclusive right to use the platform in accordance with the following conditions. The usage period is determined by the duration of the contract and ends accordingly with the termination of the contract.
• The subscription entitles the user, depending on the scope selected by the user, to sell one or more products.
• The platform provides both the technological infrastructure to connect the user's shop with the platform and the physical product range.
• The user connects their shop system (Shopify) with the platform. To do this, they ensure that their shop is always up to date and meets the compatibility requirements of the platform. They select the products they wish to sell in the merchant area on the platform. The user downloads the branding template with mandatory information and uploads their design based on it in the merchant area. They then import the products into their shop and promote them at their own responsibility and expense.
• Orders in the user's shop are automatically forwarded to the platform for further sales processing. The user obtains all necessary consents from their customers required by data protection law in advance and adjusts the information and functionalities of their shop accordingly. When an order is received by the platform, we automatically charge the user the valid sale price and the shipping costs incurred for the order. The user becomes the owner of the goods. We then initiate the branding/labelling and shipping process directly to the user's customer on behalf of the user.
• The contract is concluded upon receipt of the order. We reserve the right to withdraw from the contract if the goods are not in stock. In this case, an immediate refund of the amounts already charged will be made. Delivery of partial quantities is reserved.
• We process an order until it is assigned for shipping usually within one working day. However, it may take more time in exceptional cases.

2. Data Maintenance and Rights; Indemnification

• The user guarantees the proper provision of their data on the platform, including the existence of their rights to the data, logos, trademarks, design or utility models, and other identifiers. They assure that they hold all rights to the uploaded documents, possess unrestricted exploitation rights to all data, that the data is free from third-party rights, and that no personal rights are violated in the representation of individuals. Should third parties assert claims due to violations of their rights, the user indemnifies us from all claims including adequate legal prosecution costs.

3. Usage Fee

• Fees are fully settled with the charge to the user account and credit with us.

4. Limitation of Responsibility

• We are responsible for the full functionality of the platform. The user is responsible for the full functionality of their shop system, including compatibility with the platform.
• The user is responsible for the accuracy of their own data and the customer data transmitted from their shop to the platform for sales processing. They also ensure that their uploaded designs and other data are correct and of sufficient quality and meet the platform's requirements (responsibility for branding).
• The user appears as the distributor of the goods on the label/packaging and assumes product responsibility and, if applicable, the reporting to the BVL or other relevant authorities. We are happy to advise the user in this regard as part of our service.
• The user invoices their customers at their own responsibility and expense.
• We are responsible for the proper shipping of the goods within one working day from the proper receipt of the order on the platform. We invoice the user immediately after shipping the goods.
• Both parties commit to comply with all data protection regulations required.

5. Returns, Refunds, and Complaints

• The user independently concludes contracts with their customers, and consumers may have a statutory right of withdrawal against the user, which the user is responsible for and must fulfill if necessary.
• The user has no right of withdrawal against us, as they obtain the goods from us commercially.
• We assume no transport risks to the user's customers; the latter ensures that their customers always receive tracking information and provide correct delivery addresses. We ship with DHL and UPS to minimize delivery issues and provide the user with the corresponding delivery data.
• We will always do our best within our capabilities to find the best possible solution for the user and their customers.
• Please contact us via our contact form in case of a quality issue. We will get back to you promptly with a proposed solution.
• If unannounced returns arrive at our location, we will check them and, in the case of a justified return, refund the product costs. The fees for checking unannounced returns amount to €5 net plus VAT.

6. Commencement of this Contract, Termination of Contract

• This contract comes into effect upon conclusion of the subscription and exists for an indefinite period unless terminated by one of the contracting parties with a notice period of one month to the end of the month.
• In addition to the other termination options mentioned in this contract, the parties are entitled to terminate the contract for extraordinary reasons with immediate effect and without notice. An extraordinary reason is particularly given if one of the parties intentionally or grossly negligently violates one of the essential obligations arising from this contract to a serious extent and does not cease this behavior despite a warning or if cessation is impossible/unfeasible.

7. Confidentiality

• The parties agree that absolute confidentiality is maintained regarding the content of the contract towards third parties.
• All information and documents mutually provided, including this contract document, are to be treated as confidential and used only for the fulfillment of obligations under this contract. Only such information and documents that are already publicly known or that one of the parties can prove to have already been known without violating a confidentiality agreement, legal provisions, or official orders are not confidential, except for information that became known during business initiation. The confidentiality obligation does not apply to such third parties who are professionally obliged to confidentiality (lawyers/tax advisors).
• The confidentiality obligations continue for 2 years after the termination of the contract, unless the information provided has become public knowledge.

8. Transfer of Contractual Rights and Obligations; Set-off

• The rights and obligations of the user under this contract are not transferable to third parties.
• The user is only entitled to set-off and to exercise a right of retention in connection with counterclaims that are legally established or acknowledged by us in writing.

9. Validity of Contractual Provisions, Side Agreements

• Only the provisions of this contract apply, unless other agreements have been confirmed in writing (including email or fax) by both parties.
• Changes and/or additions to this contract as well as side agreements require the written (including email or fax) agreement of the contracting parties to be legally effective. This also applies to the cancellation of the written form requirement.
• Should current or future provisions of this contract be wholly or partially legally ineffective or lose their legal effectiveness, the remaining contractual provisions shall remain unaffected.

10. Applicable Law, Jurisdiction

• This contract and all obligations arising therefrom are subject to the law of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
• The place of jurisdiction is Berlin, Germany.