Terms of Use and Delivery Conditions

1. Subject of the Agreement

• The user is a merchant and acquires, upon subscription to us / Chance2Brand (hereinafter: Platform), the simple, i.e., non-exclusive right of use of 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.
• Depending on the scope selected by the user, the subscription entitles 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 assortment.
• The user connects their shop system (Shopify) with the platform. 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 distribute from the dealer area on the platform. The user downloads the branding template with mandatory information and uploads their design based on it in the dealer area. Then they import the products into their shop and promote them at their own responsibility and cost.
• Orders placed in the user's shop are automatically forwarded to the platform for further sales processing. The user first obtains all necessary consents from their customers under data protection law and adjusts the information and functionalities of their shop accordingly. When an order is received by the platform, we automatically charge the user with the valid sales price and the shipping costs incurred for the order. We then initiate branding/labeling and the shipping process directly to the user's customer.
• The contract is only concluded when we accept it by delivering the goods. Delivery is subject to availability. Partial deliveries are possible.
• We generally process an order until shipping within one working day. However, in exceptional cases, more time may be required.

2. Data Maintenance and Rights; Indemnification

• The user guarantees the proper indication of their data on the platform, including their rights in the data, logos, trademarks, designs, or utility models, and other identifiers. They assure that they hold all rights to the uploaded documents, possess the unrestricted exploitation rights of all data, that the data are free from third-party rights, and that no personal rights are violated when representing persons. Should third parties nevertheless assert claims for infringement of their rights, the user indemnifies us from all claims, including adequate legal costs.

3. Usage Fee

• Fees are fully settled with the debit from the user's account and the credit with us.

4. Responsibility Demarcation

• We are responsible for the full functionality of the platform. The user is responsible for the full functionality of their shop system, including its compatibility with the platform.
• The user is responsible for the accuracy of their own data and 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 to 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 necessary, registration with the BVL. We are happy to advise the user in this regard as part of our service. Optionally, the user can also choose that we appear as the distributor.
• The user invoices their customers at their own responsibility and cost.
• We are responsible for the proper shipment of the goods within one working day from the proper receipt of the order on the platform. We invoice the user immediately after the shipment of the goods.
• Both parties commit to complying with all data protection regulations.

5. Returns, Refunds, and Complaints

• The user independently concludes contracts with their customers, and consumers may have a statutory right of withdrawal from the user, which the user is responsible for handling and fulfilling.
• The user has no right of withdrawal towards us, as they obtain the goods from us on a commercial basis.
• We assume no transport risks to the user's customers; the user ensures that their customers always receive tracking information and provide correct delivery addresses. We deliver via DHL and UPS to minimize delivery issues and provide the user with the relevant delivery data.
• We will always do our utmost to find the best possible solution for the user and their customers within our means.
• 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, provide a refund of the product costs. The fees for inspecting unannounced returns amount to €5 net plus VAT.

6. Commencement of this Contract, Termination

• This contract comes into effect upon subscription and continues for an indefinite period, unless terminated by either party with one month's notice 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 exists in particular if one of the parties intentionally or grossly negligently violates one of the essential obligations arising from this contract to a significant extent and does not refrain from this behavior despite a warning or if cessation is impossible/inappropriate.

7. Confidentiality

• The parties agree to maintain absolute confidentiality regarding the content of the contract towards third parties.
• All information and documents provided to each other, including this contract document, are to be treated confidentially and used only for fulfilling the obligations under this contract. Only information and documents that are already publicly known or that one of the parties is demonstrably already aware of without breaching a confidentiality agreement, legal regulations, or official orders, are not confidential, except for information that became known during business initiation. The confidentiality obligation does not apply to third parties who are obliged to maintain confidentiality by profession (lawyers/tax consultants).
• The confidentiality obligations shall continue for two years after the termination of the contract, unless the provided information becomes evident.

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

• The user's rights and obligations under this contract are not transferable to third parties.
• The user is only entitled to set-off and exercise a right of retention in connection with counterclaims that have been 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 waiver of the requirement of written form.
• If present or future provisions of this contract are wholly or partially not legally effective or lose their legal effectiveness, the remaining contractual provisions shall remain unaffected.

10. Applicable Law, Jurisdiction

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