The user is a merchant and has all commercial and tax registrations required for their business activities. The user confirms this upon opening their account. Compliance with these requirements is their sole responsibility. By concluding the subscription with us / Chance2Brand (hereinafter: Platform), they acquire the simple, i.e. non-exclusive, right to use the Platform in accordance with the following terms. The usage period is determined by the term of the contract and ends accordingly upon termination of the contract.
Depending on the scope selected by the user, the subscription entitles them to sell one or more products.
The Platform provides both the technological infrastructure for connecting the user’s shop to the Platform and the physical product range. The scope and limits of the delivery are set out in clauses 1a and 1b.
The user connects their shop system (Shopify) to the Platform. To do so, they must ensure that their shop is always up to date and meets the Platform’s compatibility requirements. They select on the Platform the products they wish to distribute in the merchant area. The user downloads the branding template with mandatory information and uploads their design based on it in the merchant area (details on labelling and responsibility in clause 4b). They then import the products into their shop and advertise them at their own responsibility and expense.
Orders in the user’s shop are automatically forwarded to the Platform for further order processing. The user first obtains all consents required under data protection law from their customers and adjusts the information and functionalities of their shop accordingly. When an order is received by the Platform, we automatically charge the user the applicable sales price and the shipping costs incurred for the order. The user becomes the owner of the goods. We then start the branding/labelling and shipping process directly to the user’s customer on the user’s behalf.
The contract is concluded upon receipt of the order. We reserve the right to withdraw from the contract if the goods are out of stock. In this case, any amounts already charged will be refunded immediately. Partial deliveries remain reserved.
As a rule, we process an order until it is handed over for shipping within one business day. However, in exceptional cases this may take longer.
1a. Scope of Delivery and Product Documentation
We deliver the products selected by the user in the merchant area and ordered through their shop in the ordered quantity, provided with the label uploaded by the user (branding/labelling), packaged and ready for dispatch.
For each product, we provide a product specification in the merchant area (in particular ingredient list, recommended intake/dosage, nutritional and ingredient information, allergens, minimum shelf life). We prepare the product specification on the basis of information from our suppliers and manufacturers. We warrant that this information is reproduced correctly. The current version stored in the merchant area is always authoritative.
If a product specification changes (e.g. recipe or supplier change), we provide the new version in the merchant area and inform the user. After each change, the user independently checks whether their label needs to be adjusted and, if necessary, uploads an updated label.
We also provide in the merchant area the reports of the laboratory analyses commissioned by us (clause 1b) as well as the branding template with mandatory information (clause 4b).
We deliver products with a remaining minimum shelf life of at least six months from dispatch.
The scope of delivery does not include, in particular: the content-related or legal review of the label designed by the user, marketability assessments, batch-specific analysis certificates for each delivered batch, the notification pursuant to Section 5 NemV or comparable notification and registration obligations in other countries, as well as the review of the user’s shop content and advertising.
1b. Quality Assurance, Laboratory Analyses and Retention Samples
We source our products from suppliers in the European Union and the United Kingdom and, to the best of our knowledge and belief, check their ingredients for plausibility. This does not constitute a guarantee of marketability (clause 4b).
We carry out standard laboratory tests on our products and make the analysis results available to you in the user area. Please download them if necessary for further use.
We retain retention samples of each delivered batch for the duration of the minimum shelf life.
We electronically document which batch number is assigned to which delivered order and make this traceability data available to the user if required (clause 5a).
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 rights or utility models, and other distinguishing marks. They warrant that they hold all rights to the uploaded documents, possess unrestricted rights of exploitation for all data, that the data are free of third-party rights, and that no personality rights are infringed when depicting persons. Should third parties nevertheless assert claims due to infringement of their rights, the user shall indemnify us against all claims, including reasonable legal enforcement costs.
3. Usage Fee
Fees are fully settled upon debiting the user account and crediting us.
4. Allocation 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 the purpose of order 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 on the label/packaging as the distributor of the goods, is the food business operator and marketer within the meaning of Art. 8 of Regulation (EU) No. 1169/2011 (FIC Regulation), and assumes product responsibility and, where applicable, notification to the BVL or other relevant authorities. We are happy to advise the user on this as part of our service. Details are governed by clause 4b.
The user invoices their customers at their own responsibility and expense.
We are responsible for the proper dispatch of the goods within one business day after proper receipt of the order on the Platform. We invoice the user immediately after dispatch of the goods.
Both parties undertake to comply with all data protection requirements.
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 even stock availability for all users of the Platform.
The user will be informed of an existing order limit as soon as it is reached. Orders exceeding a set limit may be rejected in whole or in part, or postponed, by the Platform.
The user has no entitlement to the allocation of specific quantities or to an increase in a limit.
When setting and adjusting the limits, the Platform will appropriately take the user’s legitimate interests into account.
4b. Labelling, Marketability and Product Responsibility
Branding template. For each product, we provide a branding template with the mandatory information we consider necessary, which we prepare to the best of our knowledge and belief on the basis of the product specification. The template is a non-binding aid. The user may fully customise the label. As the marketer, they bear sole responsibility for ensuring that their label complies with the regulations applicable in their respective sales market (in particular the FIC Regulation, NemV, Regulation (EC) No. 1924/2006 on nutrition and health claims, trademark and competition law).
Automated review. When the label is uploaded, our system performs an automated, AI-supported review designed to detect missing or incorrect barcodes, deviating dimensions, and a missing company address of the user. This review is purely technical, not exhaustive, and does not replace any content-related or legal review. We do not carry out a manual review of the label for content accuracy. The user cannot derive any claims from approval by the automated review.
Company address. The label must state only the user as the responsible food business operator, including name and address. The inclusion of our company, brand or address on the label or packaging is not permitted.
No guarantee of marketability. We do not guarantee the marketability of the products, neither for Germany nor for other markets. Marketability is determined primarily by the label designed by the user, their advertising and the respective sales market, none of which we review for content. We only warrant that the product specification correctly reproduces the information provided by our suppliers and that the delivered goods correspond to the current product specification.
Official notifications. Notification pursuant to Section 5 NemV to the Federal Office of Consumer Protection and Food Safety (BVL) is the responsibility of the user. If the user distributes in other countries, they are themselves responsible for checking and complying with the applicable notification, registration and labelling obligations there. We provide non-binding advice on this as part of our service; we do not provide legal advice.
Shop, advertising, health claims. The user is responsible for all content in their shop and advertising, including nutrition and health claims. Any overviews provided by us (e.g. the EU Health Claims list) are non-binding aids without any guarantee of completeness or up-to-dateness.
Allocation of roles. In the relationship between the parties, we are the user’s supplier. The user places the products on the market under their own name and is the responsible food business operator vis-à-vis their customers and authorities.
Indemnification. If we are pursued by third parties or authorities due to the label, design, advertising, shop content, omitted notifications or other circumstances falling within the user’s area of responsibility, the user shall indemnify us against all claims, fines and costs, including reasonable legal enforcement costs.
5. Returns, Refunds and Complaints
The user enters into contracts with their customers independently, and consumers may have a statutory right of withdrawal vis-à-vis the user, which the user is solely responsible for and, where applicable, fulfils.
The user has no right of withdrawal vis-à-vis us, as they purchase the goods from us in the course of business.
We do not assume any transport risk 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 minimise delivery problems and provide the user with the corresponding delivery data.
Within the scope of our possibilities, we will always do everything we can to find the best possible solution for the user and their customers.
Please contact us via our contact form in the event of a quality issue. We will get back to you promptly with a proposed solution. Complaint periods and recall arrangements are set out in clause 5a.
If unsolicited returns arrive at our premises, we will inspect them and, in the case of a justified return, refund the product costs. The fee for inspecting unsolicited returns is €5 net plus VAT.
5a. Notice of Defects, Recall and Liability
Notice of defects. Section 377 of the German Commercial Code (HGB) applies. Obvious defects (in particular incorrect delivery, quantity discrepancies, transport damage, faulty labelling) must be reported to us within five business days after delivery of the goods to the user’s customer; hidden defects must be reported immediately upon discovery. Notification is made via our contact form, stating the order number and, where possible, including a photo. If timely notification is not made, the goods shall be deemed approved.
Quality issues and recall. If we become aware of a quality issue with a product, we will initiate all legally required steps in coordination with our legal counsel, inform the user immediately, and notify them of all affected orders based on our batch documentation (clause 1b). As the marketer, the user is responsible for informing their customers and the authorities responsible for them, as well as for carrying out withdrawal and recall measures vis-à-vis their customers; the parties shall support each other in this regard. If the user becomes aware of indications of a quality issue, they shall inform us immediately.
Costs of recall measures. The costs of a withdrawal or recall shall be borne by the party within whose area of responsibility the cause lies. If the cause lies in the product itself (deviation from the product specification, contamination), we bear the costs; if it lies in the label, design, advertising or other circumstances for which the user is responsible, the user bears the costs.
Limitation of liability. Our liability is limited to the net goods value of the affected order per claim. Liability for lost profit, indirect damages and consequential damages is excluded. These limitations do not apply in cases of intent or gross negligence, in cases of injury to life, body or health, in cases of fraudulent concealment of a defect, or in the event of liability under the Product Liability Act.
6. Entry into Force of this Contract, Termination
This contract enters into force upon conclusion of the subscription and is concluded for an indefinite period unless terminated by one of the contracting parties with one month’s notice to the end of a calendar 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 seriously breaches one of the essential obligations arising from this contract intentionally or through gross negligence and does not cease this behaviour despite a warning, or if cessation is impossible or unsuitable.
7. Confidentiality
The parties agree that absolute confidentiality shall be maintained vis-à-vis third parties regarding the content of the contract.
All information and documents provided to each other, including this contract document, shall be treated as confidential and used only for the performance of obligations under this contract. Only information and documents that are already publicly known or that one of the parties can demonstrably prove were already known without breach of a confidentiality agreement, legal provisions or official orders, with the exception of information obtained in the course of initiating business relations, are not confidential. The duty of confidentiality does not apply to third parties who are professionally bound to confidentiality (lawyers/tax advisors).
The confidentiality obligations shall continue for a period of 2 years after termination of the contract, unless the information provided has become public knowledge.
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 to 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, Ancillary Agreements
Only the provisions of this contract shall apply unless other agreements have been confirmed in writing (including email or fax) by both parties.
Amendments and/or additions to this contract as well as ancillary agreements require written agreement (including email or fax) between the contracting parties in order to be legally effective. This also applies to the waiver of the written form requirement.
Should current or future provisions of this contract be wholly or partially invalid or lose their legal validity, the remaining contractual provisions shall remain unaffected.
10. Governing Law, Jurisdiction
This contract and all obligations arising from it shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
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