Terms of Use and Delivery

1. Subject Matter of the Contract

• The user is a merchant and acquires, upon concluding 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 this end, 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 from 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 business day. However, it may take longer 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, designs, 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 infringement 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 correctness 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 requirements of the Platform (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 business 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 by law.

4a. Order Limits and Inventory Management

• The Platform is entitled to set order limits per merchant account and/or per product and to adjust them at any time. The limits serve to ensure uniform inventory availability for all users of the Platform.
• The user will be informed of an existing order limit as soon as it is reached. Orders that exceed a set limit may be fully or partially rejected or postponed by the Platform.
• The user has no claim to the allocation of specific quantities or to an increase of a limit.
• The Platform will adequately consider the legitimate interests of the user when setting and adjusting the limits.

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 solely responsible for and must fulfill if applicable.
• 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 to find the best possible solution for the user and their customers within our capabilities.
• 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 are €5 net plus VAT.

6. Entry into Force 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 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 is particularly given if one party 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 will be maintained regarding the content of the contract towards third parties.
• All information and documents mutually provided, 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 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 the initiation of the business relationship. The confidentiality obligation does not apply to third parties who are professionally obligated to confidentiality (lawyers/tax advisors).
• The confidentiality obligations continue for a period of 2 years after the termination of the contract, unless the provided information 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 (also by email or fax) by both parties.
• Changes and/or additions to this contract as well as side agreements require the written (also by email or fax) agreement of the contracting parties to be legally effective. This also applies to the waiver of the written form requirement.
• If current or future provisions of this contract are wholly or partially ineffective or lose their 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, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
• The place of jurisdiction is Berlin, Germany.