Terms of use for brands

TERMS AND CONDITIONS OF THE B2BONZA PLATFORM FOR BRANDS

INTRODUCTORY PROVISIONS

1.1 These Terms and Conditions (hereinafter referred to as the “Terms”) govern the rights and obligations between eBonza s.r.o., with its registered office at Krizovnicka 86/6, Stare Mesto, 110 00 Prague 1, Czech Republic, Company ID: 06570798, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 284550 (hereinafter referred to as the “Operator”), and users of the B2Bonza platform (hereinafter referred to as the “Platform”).

1.2 The Platform is an online B2B marketplace intended exclusively for professional entities, connecting independent brands and distributors with retailers for the purpose of concluding purchase agreements between such entities.

1.3 These Terms apply to all Platform users, regardless of whether they are registered members.

DEFINITIONS

2.1 Platform – the online B2B marketplace available at www.b2bonza.com 2.2 Operator – eBonza s.r.o. 2.3 User – any natural or legal person acting as a professional who accesses the Platform 2.4 Member – a User who has duly registered on the Platform and whose registration has been approved by the Operator 2.5 Brand or Distributor – a Member offering Products for sale through the Platform 2.6 Retailer or Buyer – a Member ordering Products through the Platform 2.7 Product – any goods offered by a Brand through the Platform 2.8 Content – all information, data, texts, photographs, descriptions, logos and other materials uploaded by a Member to the Platform

NATURE OF THE PLATFORM

3.1 The Platform serves exclusively as an intermediary between Brands and Retailers.

3.2 The Operator is not the seller, buyer, distributor or owner of the Products offered on the Platform, does not take possession of them and does not provide storage or transport.

3.3 All purchase agreements are concluded exclusively between the Brand and the Retailer. The Operator is not a contractual party to these agreements.

CONDITIONS OF PLATFORM USE

4.1 The Platform is intended exclusively for professional entities within the meaning of Section 420 of the Czech Civil Code.

4.2 Use of the Platform by consumers is expressly prohibited.

4.3 Each Member must have a valid Company ID number and, where applicable, a VAT ID, and must provide true, accurate and up-to-date information.

REGISTRATION AND ACCOUNT

5.1 Registration is required to use the full functionality of the Platform.

5.2 The Operator reserves the right to refuse registration or to suspend or terminate an account at any time, particularly in the event of a breach of these Terms.

5.3 The Member is responsible for securing login credentials and for all activities carried out through the account.

ORDER AND SALES PROCESS

6.1 The Retailer places an order through the Platform.

6.2 The Brand is entitled to accept, reject or modify the order.

6.3 The Brand is responsible for Product availability, quality, compliance with applicable legal regulations, packaging, transport and delivery.

PAYMENTS, COMMISSIONS AND SHIPPING COSTS

7.1 Payments are processed via Stripe Connect.

7.2 For each successfully paid order, the Operator charges a total transaction fee consisting of: (a) a payment processing fee, and (b) a marketplace commission.

7.3 The payment processing fee amounts to 3% of the Product price plus a fixed fee of EUR 0.50 per order.

7.4 The marketplace commission is variable and depends on the total value of the order. The applicable commission rate is determined according to the Operator’s current Fees & Pricing schedule published on the Platform and may differ based on order volume or special programs.

7.5 Commissions and payment processing fees are non-refundable, even in the event of order cancellation, complaints or product returns.

7.6 Pre-Registration Promotional Program

The Operator may offer a limited promotional program for pre-registered Brands during the pre-launch phase of the Platform.

7.7 Zero Marketplace Commission

Under the Promotional Program, selected Brands may be granted a 0% marketplace commission on orders concluded through the Platform until 31 December 2026.

This benefit applies exclusively to: (a) the first fifty (50) Brands that successfully pre-register on the Platform, and (b) Brands whose registration has been explicitly approved by the Operator.

7.8 Non-entitlement and Scope

Participation in the Promotional Program is non-entitlement-based and subject to the sole discretion of the Operator.

The Promotional Program applies only to the marketplace commission and does not apply to payment processing fees, logistics, shipping or fulfilment costs, or any additional paid services offered by the Platform.

7.9 Expiration of Promotional Conditions

Upon expiration or termination of the Promotional Program, the Brand shall automatically become subject to the Operator’s standard Fees & Pricing schedule valid at that time.

7.10 Allocation of Shipping Costs

Unless otherwise expressly agreed in writing, the Brand remains fully responsible for the actual shipping costs incurred in connection with the delivery of Products to Retailers.

Any flat shipping fee charged to the Retailer by the Operator (including a fixed shipping contribution for orders below a defined order value threshold) or any presentation of shipping as free of charge for orders above such threshold forms part of the Platform’s commercial model and does not alter the Brand’s obligation to cover shipping costs.

The Operator may, at its sole discretion, subsidise or contribute to shipping costs as part of promotional or commercial programs. Such a contribution does not create any entitlement for the Brand unless expressly agreed in writing.

AUTOMATED INVOICING

8.1 Where available, the Platform may provide automated invoicing services in connection with orders concluded through the Platform.

8.2 Invoices may be generated in the name and on behalf of the Brand through a third-party invoicing service provider, including via API integration with Quaderno.

8.3 The Brand hereby expressly authorises the Operator to generate tax-compliant invoices on its behalf based on transactional data provided through the Platform.

8.4 The Brand acknowledges and agrees that it remains fully responsible for the accuracy of VAT registration details, tax rates, invoicing data, and compliance with applicable tax laws.

8.5 Automated invoicing services may be introduced progressively and may be modified, suspended or discontinued by the Operator.

WITHHOLDING OF FUNDS

9.1 Funds may be temporarily withheld via Stripe for fraud prevention, compliance or risk assessment purposes.

9.2 Funds are released no earlier than 14 days after the order, provided that no complaint has been filed.

CONTENT AND INTELLECTUAL PROPERTY

10.1 The Member declares that it holds all rights to the Content uploaded to the Platform.

10.2 The Member grants the Operator a non-exclusive, royalty-free, worldwide license to use the Content for the purpose of operating, promoting and developing the Platform.

PROHIBITED CONDUCT

11.1 The Member undertakes not to circumvent the Platform, divert business partners outside the Platform, violate applicable legal regulations or third-party rights, or misuse the payment system.

LIABILITY

12.1 The Operator is not responsible for the performance of purchase agreements concluded between Members.

12.2 The Operator’s liability is excluded to the maximum extent permitted by applicable law.

TERMINATION

13.1 A Member may cancel the account at any time.

13.2 The Operator is entitled to immediately terminate an account in the event of a serious breach of these Terms.

PERSONAL DATA PROTECTION

14.1 The processing of personal data is governed by the Privacy Policy available on the Platform and by Regulation (EU) 2016/679 (GDPR).

DIGITAL SERVICES ACT

15.1 The Operator implements a mechanism for reporting illegal content in accordance with Regulation (EU) 2022/2065.

15.2 Notifications may be submitted via the contact form available on the Platform.

GOVERNING LAW AND JURISDICTION

16.1 These Terms are governed by the laws of the Czech Republic.

16.2 All disputes shall be resolved by the courts of the Czech Republic with local jurisdiction according to the registered office of the Operator.

FINAL PROVISIONS

17.1 If any provision of these Terms is deemed invalid or unenforceable, this shall not affect the validity of the remaining provisions.

17.2 The Operator is entitled to amend these Terms unilaterally. The updated version shall be published on the Platform and shall become effective upon publication.

17.3 These Terms become effective on the date of their publication.