Terms of use for Brands & Distributors
Welcome to the B2Bonza the B2B platform, owned by eBonza s.r.o.,with registered office at Křižovnická 86/6, Staré Město, 110 00 Praha 1, Czech Republic, Identification number (IČ): 06570798, Tax number (DIČ): CZ06570798, registered: in the Commercial Register maintained with the Municipal Court in Prague, section C, file 284550. Delivery address: Křižovnická 86/6, Staré Město, 110 00 Praha 1. Contact e-mail: info@b2bonza.com, or our contact form.
The B2Bonza platform is available at www.b2bonza.com , or at any other address that may be substituted for this one (the “Platform”).
These terms of use (the “Terms”) set out the terms and conditions on which Users and Members may access and use the Platform and the Service. The Terms apply to any Platform User, whether or not this User is a Member.
1 DEFINITION
1.1 Unless provided otherwise in these Terms, the following capitalized terms shall have the respective meanings given to them below:
“Content”: means any content that is supplied by a Member on the Platform, including, but not limited to, any Product, data, information, text, listed object, description, name, alias, sign, photograph, picture, sound, video, logo, and any other item supplied by the User or Member on the Platform, including at the time of its registration, in an advertisement, an e-mail, or on a Retailer’s, Brand’s or Distributor’s sales area/account.
“Operator“: of the web interface (hereinafter the "Operator”) is the company eBonza s.r.o., with registered office at Křižovnická 86/6, Staré Město, 110 00 Praha 1, identification number (IČ): 06570798, tax number (DIČ): CZ06570798, registered in the Commercial Register maintained by the Municipal Court in Prague, section C, file 284550; -
“Operator’s services“ or just "services " are understood to mean all of the functions of the web interface that the Operator provides for the Users or Members; these include primarily the provision of a part of the web interface to the Users or Members for the purpose of offering its goods or services. The Operator’s services are also understood to mean premium services unless the terms and conditions provide otherwise;
“Agreement“ is any agreement on the provision of services entered into between the Operator and the User or Member according to these Terms;
“Distributor” or “Brand”: means a Member presenting, offering, distributing, or selling Products through the Platform, including when this Member acts for and/or on behalf of another Member.
“Retailer” or “Buyer”: means an eligible Member who is willing to purchase, or who purchases, the Products through the Platform.
“Deadline for Complaints”: means the date that is three (3) business days after, but not including, the delivery date of the Products that is mentioned on the delivery note, until which the Retailer may dispute the conformity of the order. For the avoidance of doubt, in the absence of any dispute regarding the conformity of the order within that time period, the order shall be deemed compliant.
“Date of Confirmation”: means the date on which the Retailer, via the Platform, confirms the conformity of the order, in compliance with the Deadline for Complaints.
“Invoice”: means the invoice issued by eBonza s.r.o., for and on behalf of the User or Distributor, and payable by the Retailer /Buyer/, relating to the Products that were ordered by the Retailer through the Platform, received, and confirmed by the Terms.
“Invoicing Agreement”: means the invoicing agreement entered into between the Operator and the Distributor, by which the Distributor agrees to entrust the Operator, in compliance with applicable rules, with the processing and issuing of its Invoices via the Platform.
“Member”: means any User who has registered on the Platform, and whose registration was approved by the Operator.
“Party”: means, individually or together, Operator and/or the User and/or the Member and/or the Retailer.
“Product”: means any product that a Distributor presents or puts up for sale through the Platform.
“Service”: means all of the Operator´s online services, which are the property of the Operator, and which are made available to a Member through the Platform, as described in more detail in Article 2 of these Terms.
“User”: means any professional who accesses the Platform, regardless of whether this professional is a Member of not.
2 DESCRIPTION OF THE SERVICES
2.1 The purpose of the Platform is to bring Distributors (or Brands) in contact with Retailers for the purchase of Products by the eligible Retailers, who are willing to purchase these Products through the Platform.
2.2 The Platform is intended to provide Services exclusively to professional Users and Members, whether they are Distributors or Retailers, to the exclusion of consumers and non-professionals. In these Terms, “professional” means any individual or legal entity, public or private, who or which acts for purposes that are within the scope of its commercial, industrial, artisan, self-employed, or agricultural activities, including when such person acts for or on behalf of another professional. If not a professional, the User, whether a Distributor or a Retailer, undertakes to immediately stop visiting the Platform and, as the case may be, to not register on the Platform.
2.3 The selling of Products takes place only between Retailers and Distributors (or Brands), such Retailers and Distributors deciding alone, at their discretion, on entering into contracts through the Platform. Operator: (i) is neither a seller, nor a reseller, nor the owner of the Products that are distributed through the Platform; (ii) never enters into possession of the Products that are put up for sale; (iii) does not hold the Products in stock; and (iv) does not hold the Products as a custodian or trustee of any kind. So, the Operator cannot be held liable for any actions or omissions potentially committed by the Distributor (or Brand) or by the Retailer on its Platform.
2.4 The Platform and the Service are free for the Retailers, who will make no payment to the Operator. Any payments made by the Retailers on the Platform are intended for the Distributors, who pay a commission in consideration of the intermediation services rendered by the Operator on the purchases made by the Retailers on the Platform.
3 TERMS OF ACCEPTANCE OF THE Terms, AMENDMENTS TO THE Terms
3.1 These Terms, which prevail over any other document, shall govern the relationships between the Operator and each User. The documents referenced in the Terms are incorporated herein unless expressly provided otherwise herein.
3.2 By visiting or accessing the Platform and by using the Service, the User or the Member expressly consents, without restriction, to be legally bound by all of the provisions of the Terms. If the User or the Member does not agree with these Terms, this User or Member undertakes to immediately stop visiting the Platform and, as the case may be, to refrain from registering with the Platform.
3.3 Operator reserves the right to amend these Terms at any time, it is therefore up to the Users to regularly consult these Terms. The amendments made to these Terms shall take effect fifteen (15) calendar days after their online publication.
4 ACCESS TO THE PLATFORM AND THE SERVICE
4.1 Access to the Platform is available to any User, whether a registered User or not. However, access to the Service, and the use of all of its functionalities, require the prior registration of the User as a Member. OPERATOR reserves the right to accept or refuse a Member’s application for registration, by the terms specified on the Platform and/or at the time of registration. The registration of a legal entity as a Member may only be made by an individual authorized to represent such legal entity.
4.2 OPERATOR reserves the right, at any time and at its sole discretion, to suspend or interrupt the access to the Platform and/or the Service, in full or in part, notably for maintenance purposes, operational requirements, internal choices, or in case of emergency.
4.3 OPERATOR reserves the right to upgrade the functionalities and the Service available on the Platform, at any time and its sole discretion.
4.4 OPERATOR reserves the right, at any time and at its sole discretion, to delete or modify any Content, including, but not limited to, for technical, business, or practical reasons. It is understood that such interventions will in no circumstances result in OPERATOR being held liable, nor give rise to compensation or damages being payable to a Member or a User.
4.5 A Member, who wishes to delete his account, may do so directly through the Platform, or by sending a request for deletion to OPERATOR through our contact form.
4.6 The Member’s deletion of its account entails the immediate termination, as of right, of these Terms, such termination taking effect by the provisions of article 14.1.
4.7 OPERATOR, which is a mere intermediary, does not control the information given by the Members and published on the Platform. OPERATOR gives no warranty whatsoever, the Platform and the Service are provided on an “as is” and “as available” basis. Also, OPERATOR does not warrant that access to the Service or the Platform shall be uninterrupted or error-free.
5 TERMS OF REGISTRATION WITH THE SERVICE
5.1 To access all of the functionalities of the Platform and the Service and to order Products, the User must first register with the Platform as a Member and provide all of the requested information and documents, so that it can have access to all of the functionalities of the Platform and the Service. Otherwise, OPERATOR reserves the right not to validate the registration.
5.2 The Member undertakes not to give information that infringes third-party rights. Besides, the Member undertakes to refrain from registering as a login/alias, all or part of the URL, address, or other domain name pointing to an external website. OPERATOR reserves the right, notably in the event of a dispute between Members, to ask the Member who failed to comply with the terms of this article, to modify the information given and to do so within the time period indicated by OPERATOR.
5.3 Besides, the Member undertakes that the information it provides upon its registration is accurate, sincere, exhaustive, and up-to-date, and he further undertakes to rectify such information later on if the information becomes obsolete or out-of-date. If the Member fails to comply with this obligation, OPERATOR reserves the right to suspend and/or close the Member’s account, and to deny any access to the Service to that Member. Each Member is solely responsible for any consequences that may result from the provision of false, invalid or erroneous information to OPERATOR and/or to any other Member.
5.4 Each Member undertakes to create and use one account only, save with OPERATOR’s prior and express approval. As soon as a Member registers, or for any subsequent connection, a Member may access its account by entering its login and password. A Member’s login and password are strictly personal. The Member undertakes to choose a robust password and to keep this password confidential.
5.5 The use of a Member’s login, associated with the Member’s password, shall be conclusive presumption that access to, and use of, the Service is by that Member or under that Member’s control. In the event a Member becomes aware that a third party accessed its account, the Member undertakes to immediately change its password and to promptly notify OPERATOR through our contact form or email mentioned above.
5.6 The Member must act in good faith and respectfully in its relationships with OPERATOR and the other Members.
6 TERMS AND CONDITIONS APPLICABLE TO THE SELLING OF PRODUCTS BETWEEN THE DISTRIBUTORS AND THE RETAILERS
6.1 The terms and conditions applicable to the selling of the Products are those, which are defined by the Distributor, and which the Retailer is invited to read before confirming its order. It is specified that the applicable terms of delivery, applicable terms of approval of the Products, and applicable terms of payment are those defined in these Terms and on the Platform and that in the event of a contradiction with the Distributor’s terms and conditions of sale in relation to these aspects, these Terms and the information published on the Platform shall prevail.
6.2 Where appropriate, additional terms and conditions may apply between the Distributor and the Retailer, such as the terms and conditions applicable to the selling of the Products, to any commercial cooperation services, and to any other obligations intended to foster the commercial relationship.
6.3 If the Retailer pays an order through the Stripe payment in installment and deferred payment system, the Retailer accepts Stripe’s standard terms and conditions: Service agreement types | Stripe Documentation
6.4 Upon receiving an order placed by the Retailer through the Platform, the Distributor may accept, modify, or refuse the order. The Distributor undertakes to do so within the time limit and in the conditions indicated on the Platform.
6.5 The Retailer accepts that the Distributor is solely responsible for preparing the order, for its transportation, and for its delivery at the place of delivery agreed with the Distributor. Each order will have a package identification number, which shall be disclosed by the Distributor, or where the case may be by the Operator.
6.6 Upon the delivery of the order, the Retailer shall sign the Distributor’s delivery note and deliver it to the carrier and shall confirm delivery through the Platform. Upon receiving the Products physically, the Retailer undertakes to confirm the conformity of the order received and to do so on the Platform before the expiry of the Deadline for Complaints.
6.7 On the Date of Order or the expiry of the Deadline for Complaints, an Invoice will be prepared by OPERATOR for and on behalf of the Distributor, and be sent to the Retailer. On this date, all of the elements mentioned on the Invoice will be frozen, including the date of issue of the Invoice, which corresponds to such Date of Order or the Deadline for Complaints, and the Invoice that has been issued shall then be valid as an irrevocable order to pay. The Retailer explicitly and unconditionally acknowledges that, on such date, the Retailer may no longer dispute the order nor the Invoice.
6.8 If the Retailer does not use the payment solution offered by Stripe, the Retailer agrees to pay all amounts due under the Invoices by the terms and conditions set out in the Invoices.
6.9 The Retailer may pay all or part of an order using vouchers and promotional codes the Retailer shall possibly have received, the balance remaining due and payable by debit from its Stripe account. The Retailer accepts that restrictions to the use of these vouchers and promotional codes may apply, e.g. only one voucher or promotional code by order, or a limited time to use a voucher or promotional code. Moreover, the Retailer accepts that OPERATOR is free to modify or terminate any voucher program or promotional code program at any time, at its discretion, without this giving rise to the payment of any compensation to the Retailer.
6.10 As soon as the Retailer places an order for Products on the Platform, the Retailer’s registered name, his first name and last name, its registration number (as the case may be), registered address, the name and address of the place of delivery, and its/his contact details, will be disclosed to the Distributor for the purposes of the order. The Retailer undertakes to comply with the laws applicable to the collection and processing of the personal data he discloses to the Distributor during the selling process, and to let any data subject, who is an individual, know that his personal data are disclosed to the Retailer, in the conditions required by applicable laws.
6.11 All orders placed by the Retailer are independent from each other. The unavailability of one or several Product(s) ordered from one or several Distributors through the Platform shall not be a reason for canceling all of the Products ordered, as the Retailer is bound by the order placed for the other Product(s) that is (are) available.
6.14 In the absence of the receipt of the Product or Products ordered, the Retailer will lodge a complaint with the Distributor. Nevertheless, the Operator reserves the right to intervene in order to facilitate the resolution of the claim.
6.15 In the event that, following an alert received from a Member, or by OPERATOR’s own act, OPERATOR notes that Products that are in breach of these Terms are put up for sale, OPERATOR reserves the right to:
6.15.1 remove these Products from the Platform;
6.15.2 block or suspend the Distributor’s account;
6.15.3 terminate these Terms with immediate effect, this termination resulting in the closing and deletion of the Member’s account; and/or
6.15.4 disclose all required information about any offer of sale and/or any purchase of these Products on the Platform, including the Members’ personal information as the case may be, to the competent authorities, and/or to cooperate with the competent authorities upon request.
6.16 The Retailer undertakes to comply with all applicable laws and regulations relating to the acquisition, and to the purchase for resale, of goods, whatever their nature.
6.17 In particular, in the event OPERATOR becomes aware of any Member’s act or behaviour outside the Platform (i) that aims at enticing, or attempting to entice all or part of the Retailers away from the Platform, or that aims at encouraging all or part of the Retailers not to buy through the Platform, or to stop buying through the Platform; (ii) that is potentially unfair, damaging, anti-commercial, denigrating, defamatory, injurious or harmful toward OPERATOR, the Platform, any Member and/or any third party, or (iii) that infringes the laws and regulations applicable to OPERATOR in any other manner, OPERATOR reserves the right to terminate these Terms by notice with immediate effect.
7 PROHIBITED USES OF THE PLATFORM AND THE SERVICE
7.1 The Member undertakes to refrain from using the Platform and/or the Service to:
7.1.1 entice, or attempt to entice all or part of the Users away from the Platform, or encourage all or part of the Users not to buy or sell on the Platform or to no longer buy on the Platform;
7.1.2 unfairly circumvent, divert and/or interfere with (or attempt to circumvent, divert and/or interfere with) a pay-for service on the Platform;
7.1.3 publish or disseminate shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, libelous, slanderous, denigrating, misleading, discriminatory, harassing, threatening, embarrassing, pornographic or child pornographic, Content, Content that amounts to a justification for crimes against humanity, Content that is likely to incite to racial, religious or ethnical hatred, to violence or terrorism, Content that is likely to be undermine human dignity or someone else’s privacy, illegal Content or Content that is against applicable laws;
7.1.4 publish or disseminate Content in breach of the intellectual property rights of any thirdparty;
7.1.5 publish or disseminate Content that is likely to be described as misappropriation, swindling, embezzlement, or any other criminal offense;
7.1.6 obtain, or attempt to obtain the transfer of sums of money in exchange for no delivery of a Product that complies with the terms of these Terms and is of an equivalent value to the sums requested;
7.1.7 send computer viruses, worms, Trojan horses, logic bombs, or any other malicious program, file, or any other form of malware, intended to damage, interrupt, suspend, destroy, and/or restrict the functionalities of any IT or telecommunication equipment;
7.1.8 carry out commercial or advertising activities of any kind (notably the sending of unsolicited promotional messages, contests, lotteries, exchanges), or solicit payments or online donations;
7.1.9 damage any computer system or illegally intercept any data or nominative information, or breach the security of systems and networks;
7.1.10 access, use or attempt to use another Member’s account, login and/or password, or, in any manner whatsoever, pretend to be another Member;
7.1.11 attempt to access all or part of the Service without authorization;
7.1.12 impersonate another person, a Member, or an OPERATOR employee or representative, insinuate that his statements and comments are supported or approved by OPERATOR and/or use the Service to send or disseminate any content that could be harmful to, or could criticize, OPERATOR in any manner whatsoever;
7.1.13 do any of the following, when accessing and using the Service: requesting, or in any case trying to collect, obtain or store personal data, passwords, account information, or any other type of information relating to the other Members;
7.1.14 conceal or disguise the origin of communications;
7.1.15 use data mining tools, bots, or any other similar tools for collecting and extracting Platform-related data;
7.1.16 restrict, suspend, or prevent any person from using or accessing the Platform and/or the Service, or interrupt its access to the Platform and/or the Service, including, but not limited to, act in any manner whatsoever in order to interrupt real-time discussions between Members;
7.1.17 hinder the operation of the Platform and/or the Service, the servers, or the network connections to the Platform and/or the Service;
7.1.18 take any action that would be likely to result in OPERATOR being held liable, or in losing the benefit of all or part of the services of OPERATOR’s partners and services providers, notably its Internet service providers, transport service providers, payment services providers, financing partners/and or storage partners;
7.1.19 do anything that would be likely to harm the image and/or reputation of OPERATOR or the Platform and/or to constitute acts of unfair competition or free riding vis-à-vis OPERATOR, any other Member and/or third parties;
7.1.20 breach the requirements, procedures, policies or regulations relating to the networks that are connected to the Platform and/or the Service.
7.2 More generally, the Member undertakes to refrain from any act or action that would be likely to infringe third-party rights, applicable laws and regulations, and/or any contractual provision that is binding on the Member, in any other manner.
8 EFFECTIVE DATE OF THE Terms
8.1 Vis-à-vis the User, these Terms take effect on the User’s first access to the Platform, and they shall remain valid for the whole duration of the User’s navigation through the Platform.
8.2 As an exception to the foregoing, these Terms take effect on an indefinite-term basis vis-à-vis any Member, as from the Member’s registration, unless these Terms are terminated in accordance with article 15 of these Terms.
9 PERSONAL DATA
9.1 OPERATOR collects and processes personal data relating to the Users and the Members for the purposes of managing the relationship with these Users and Members.
9.2 The modalities for collecting and processing the Users’ and Members’ personal data are detailed in the OPERATOR´s Privacy Policy, which is available on the Platform and is incorporated in these Terms. Any questions regarding the management of personal data can be addressed to the Operator directly at: info@b2bonza.com.
10 COMPLAINTS
10.1 Subject to the other provisions of the Terms, in the event of a complaint, the Retailer should contact the Distributor directly. Any complaints will be managed directly between the Retailer and the Distributor from their respective accounts, OPERATOR having no obligation at all to intervene (unless provided otherwise in these Terms).
10.2 The Retailer undertakes to act with due care and diligence to properly resolve any complaints, and, as the case may be, in accordance with the requirements mentioned on the Platform.
11 OWNERSHIP OF THE PLATFORM – RIGHT OF USE
11.1 The intellectual property rights in the Platform and the Service, including in their respective content, texts, illustrations, photographs and images, as well as in any other visual and audio elements, including the underlying technology used (the “Elements”) are the exclusive property of OPERATOR and/or of third parties that are contractually bound with OPERATOR. The Platform, the Service and the Elements contain trade secrets and proprietary confidential information.
11.2 Notwithstanding the foregoing, any Content supplied by a Member is and remains the property of that Member, subject to the license that is granted by each Member to OPERATOR and to the Users in accordance with article 13 of these Terms.
11.3 Subject to the User’s compliance with the terms and conditions of these Terms, OPERATOR grants a limited, personal, non-exclusive, non-transferable, non-assignable, license to the User, without any possibility of sub-license, to access and use the Platform, such license being granted for the duration of the Terms and for the territory on which the User is located. The licensed right of access and right to use enable the User to display all or part of the Platform and the Service in the context of this access and this use, for the whole duration of use of the Platform and/or the Service. To the extent permitted by law, any right that is not expressly licensed herein is expressly reserved by OPERATOR and/or its licensors and partners.
11.4 The User is only authorized to access and use the Platform and/or the Service for professional reasons (depending on his Member or non-Member profile), and for his own internal needs (unless the Terms provide otherwise). The Member is responsible for any use that is made by any person who uses the Member’s login and password to access the Platform. To the extent permitted by applicable law, any other use that is not expressly authorized herein is expressly reserved by OPERATOR and/or its licensors and partners.
11.5 Hyperlinks to the Platform, which use techniques such as framing or in-line liking, are strictly forbidden.
11.6 The User hereby accepts not to remove and/or delete copyright notices, trademark notices, and/or notices of any other property rights, that would be mentioned on the Platform and/or the Service.
12 LICENSE ON THE CONTENTS
12.1 Each Member undertakes to publish Content on the Platform in compliance with these Terms and with any legal and/or regulatory provisions in force.
12.2 In publishing Content through the Platform, the Member hereby grants to:
12.2.1 OPERATOR, a free, non-exclusive, assignable, transferable, sub-licensable, worldwide license, for the whole duration of these Terms, so as to use, reproduce, represent, display, format, publish, and disseminate the Content in the context of the making available of the Platform and the Service, and to carry out any other act or activity in relation with such display, reproduction, representation, formatting, use, publication and/or dissemination, that is necessary or useful in the context of the provision of the Platform and the Service, on any other media (notably on any tangible or digital medium, in any press or financial release or publication, presentation material, promotional and/or advertising material, website), by any means, without restriction as to the number of copies, for internal, storage, advertising, promotional, marketing, communication, public relations purposes and for the purposes of implementing any partnerships or sponsorships with OPERATOR’s partners. The Member acknowledges that no use of its Content, which was made by OPERATOR prior to the Member’s deregistration, the deletion or closure of the Member’s account, or the termination of these Terms, may be challenged by the Member;
12.2.2 Under the terms of the agreement, the OPERATOR is granted a broad license to use, reproduce, and display the Contents for the purpose of aggregating, compiling, anonymizing, and utilizing them in various forms for statistical, research, analysis, and platform/service improvement purposes. This license is free, non-exclusive, assignable, transferable, and sub-licensable, and it applies worldwide for the entire duration of the intellectual property rights.
12.2.3 any User, directly, a free, non-exclusive, personal, non-transferable, non-sub-licensable, worldwide license, for the whole duration of the Member’s membership, to reproduce and represent the Content through the Service, for personal and/or professional purposes (depending on whether the User is a Member or not).
12.3 The Member acknowledges that its Content may be viewed on the Platform by any User who can access the Products.
12.4 The Member warrants that it is the exclusive owner, for the duration of the rights granted to OPERATOR and the Users, and for the whole world, of all of the rights necessary to exploit its Contents as provided herein, or that it holds the required rights to grant the license described herein.
12.5 In this respect, the Member shall indemnify OPERATOR, on first demand, with respect to any claim or action that may be taken or brought, on any account whatsoever, on the occasion of the exercise of the rights granted hereby to OPERATOR and/or the Users, by any person who would consider having any rights to claim in all or part of the Contents published by the Member and/or in their use by OPERATOR and/or the Users. The Member accepts to indemnify OPERATOR in the event a third party would make such a claim or take such an action against OPERATOR, and to bear any consequences, including financial consequences, that may result therefrom.
12.6 The Member is and remains solely liable for the Contents he publishes or disseminates through the Platform, and for their compliance with applicable laws and regulations. OPERATOR shall in no way be held liable for these Contents. In this respect, the Member is informed that his Contents are neither verified nor controlled by OPERATOR prior to their online publication. OPERATOR’s part shall be limited to hosting these Contents through the Platform and the Service.
12.7 OPERATOR reserves the right, without prior notice nor indemnity, to modify or delete any Content that would be in breach of any provision of these Terms, to close or to delete the Member’s account, and to terminate these Terms with immediate effect, in the conditions set out in article 14.2.
13 PROVEN FRAUD
In the event of substantiated instances of fraud (such as fraudulent copying, handling of stolen property, illegal imports, etc.), or upon request, OPERATOR retains the right to disclose all pertinent information, inclusive of personal data, to the appropriate authorities tasked with addressing such fraudulent activities and offenses, without prejudice to any other available legal remedies.
14 TERMINATION
14.1 The entitlement to access the Platform, the Service, and all associated rights and obligations outlined in these Terms may be terminated at the discretion of either the Member or the OPERATOR, without the requirement of specifying a reason, via email or through the Platform. Any termination in conformity with the provisions delineated in this article 14.1 shall solely take effect upon the Member's complete settlement of all outstanding sums owed in accordance with the terms of these Terms.
14.2 Without prejudice to any other remedies, OPERATOR retains the right to terminate access to the Platform, the Service, and all associated rights and obligations stipulated in these Terms, as a matter of course, with immediate effect, under the following circumstances, which are designated as serious breaches:
14.2.1 in case of a breach of the articles 2.2, 6, 7, 11, and 12 ;
14.2.2 if OPERATOR is unable to verify or authenticate the information given by the Member, and the Member fails to follow up on OPERATOR’s requests for verification and/or authentication;
14.2.3 if the Member’s acts are likely to result in OPERATOR, the Member, any other User, or any OPERATOR partner being held liable;
14.2.4 in case the Member’s behavior is in breach of the service level agreement relating to the Platform, is potentially harmful for, detrimental to, and/or unfair for the Platform, OPERATOR, and/or any Member.
14.3 Without prejudice to article 14.2, in the event a Party is in breach of any one of its obligations under the Terms, the other Party may terminate the right of access to the Platform, the Service, and all rights and obligations deriving from these Terms immediately and as of right, following a formal notice to remedy the relevant breach that remained unsuccessful for one (1) month.
14.4 Upon termination in accordance with the provisions of this article, the Member's account shall be automatically closed, their access to the Platform shall be disabled, and they shall no longer have access to the Service, effective from the termination date specified in article 14. Consequently, the Distributor's Products shall no longer be accessible on the Platform, the Distributor's account shall be disabled, and it shall be removed from the Platform search results, all effective from the termination date. Furthermore, any outstanding sums owed by the Member shall become immediately due and payable. The termination shall not affect orders for Products that are already in progress, with such orders remaining subject to the terms outlined in these Terms.
14.5 In the event of termination for whatever reason, it is expressly agreed by the Parties that any provisions, by essence, are intended to survive the termination of these Terms, whatever the reason for such termination, will remain in force for the duration that is applicable to such provisions.
15 LIABILITY
15.1 Upon termination, regardless of the reason, it is expressly agreed by the Parties that any provisions inherently intended to persist beyond the termination of these Terms shall remain in effect for the duration applicable to such provisions, irrespective of the termination's grounds.
15.2 OPERATOR only has a ‘best efforts’ obligation (obligation de moyens) as regards the making available of the Platform and the Service. Besides, OPERATOR, in its capacity as the host of Contents made available online by Members, accepts no liability whatsoever for the Contents published by the Members through the Platform, as OPERATOR carries out no prior control of these Contents.
15.3 Except in cases where proven fault can be attributed to OPERATOR, OPERATOR shall not be held liable for any damages that a User may potentially incur due to the use or inability to use all or part of the Platform. Furthermore, OPERATOR shall not be liable for any consequences resulting from the Internet network or the User's information system, including but not limited to malfunctions, failures, breakdowns, delays, or interruptions of access to the electronic communications network, including the Internet.
15.4 Finally, OPERATOR’s liability won’t be incurred in the event the non-performance or late performance of any one of its obligations would be attributable to an event or circumstance that is beyond OPERATOR’s control, and that could not have reasonably been foreseen at the time when these Terms were accepted, and which effects could not be avoided using appropriate measures ( “ force majeure”).
15.5 In any event, except applicable legal provisions, OPERATOR’s liability to the Retailer in the event of a breach of any one of OPERATOR’s obligations hereunder, for all causes and whatever the circumstances, shall not exceed the aggregate amount, incl. tax, of the sums actually paid by the Member in respect of the Product(s) ordered that is (are) the purpose of the complaint.
15.6 OPERATOR will in no case be held liable for indirect damage suffered by the User, nor for any lost profit, loss of turnover, loss of anticipated savings, loss of goodwill, loss of customers, damage to reputation, or loss of data.
15.7 OPERATOR gives no warranty whatsoever to the Retailers in relation to the Products, their compliance, their availability, or their suitability to the Retailers’ needs. Only the Distributor is liable for the Products, their availability, their compliance or their suitability to the Retailers’ needs, as well as for the Content, the information on the Products, and for any warranties given, if appropriate.
15.8 OPERATOR shall in no way be responsible for the performance of the sales contracts entered into between the Distributor and the Retailer through the Platform, as long as OPERATOR’s liability for the non-performance or poor performance of the sales contract is not proven. Consequently, the Retailer will not hold OPERATOR liable for, nor make any complaint against, take any legal action against, or sue, OPERATOR in relation to any non-conformity of a Product with the order or with applicable regulations, to the non-compliance with economic regulations, to the use of the Products, or to the performance of the sales contract between the Distributor and the Retailer.
15.9 Each User is invited to notify OPERATOR in the event of a breach of these Terms, notably in the event this User would note that Products not complying with the terms of these Terms are offered for sale. The User is invited to notify OPERATOR through our contact form.
16 EVIDENCE
16.1 The Parties acknowledge that OPERATOR’s disclosure of the recordings on OPERATOR’s servers, which relate to the use of the Platform, including notably the Members’ nominative access codes, connection logs, and any documents and e-mails exchanged via the Platform or in the context of these Terms and stored on OPERATOR’s servers, shall be considered proof between the Parties.
17 ASSIGNMENT
17.1 No Party may transfer, assign, or otherwise dispose of, all or part of its rights or obligations, or the Terms, with or without consideration, save with the other Party’s prior written consent.
17.2 As an exception to the foregoing, OPERATOR may freely transfer, assign, or otherwise dispose of all or part of its rights or obligations or the Terms, as part of a restructuring (including any merger, absorption, transfer or contribution of all or part of its assets, direct or indirect change of control).
18 GENERAL PROVISIONS
18.1 OPERATOR shall be entitled to sub-contract all or part of its obligations to any third-party subcontractor of its choosing. OPERATOR remains liable for these subcontractors’ actions and omissions. It is expressly agreed by the Parties that OPERATOR’s financing partner, (i.e. Hokodo), is a provider that is independent from OPERATOR and that does not act as a subcontractor of OPERATOR. Therefore, OPERATOR shall not be held liable to the Member for the actions or omissions of that financing partner.
18.2 Unless expressly provided otherwise, these Terms shall not be interpreted as making a Party the attorney, agent, or representative of the other Party, nor as constituting a memorandum and articles of association. The Parties’ willingness to be part of a company (affectio societatis), as well as any joint and several liabilities toward third parties or between the Parties are specifically excluded. So, each Party undertakes to refrain from doing anything that may mislead a third party in this respect, and to make no commitment, nor provide any guarantee, on behalf of the other Party, unless expressly provided otherwise in this contract
18.3 In case of difficulties of interpretation between any one of the headings given to the articles of these Terms and any one of the provisions of these Terms, the headings will be declared non-existing.
18.4 The Users and Members declare that they understand every part of the web interface and do not require a translation of the web interface.
18.5 Communications between Parties are conducted exclusively in electronic form (by email, or through the web interface)unless the parties agree upon a different procedure. A message sent to the other contracting party is considered delivered 3 days after being sent.
18.6 All information contained within the web interface is merely of an informative nature and the Operator is not liable for the accuracy, up-to-date status or completeness thereof.
18.7 For the performance of all of the terms hereof and for any consequences hereof, the Parties choose their respective registered addresses as their domicile. Any change of the address chosen by a Party for the aforementioned purposes will be enforceable against the other Party only if such change of address is notified to that other Party by e-mail or through the Platform (if the option is available).
18.8 In the event any provision of these Terms were found null, invalid or unenforceable by any court whatsoever in a final decision, that provision shall be deleted without this resulting in the nullity of the Terms as a whole. The other provisions of the Terms shall remain unchanged and shall continue to apply.
18.9 No forbearance, waiver or omission, regardless of the duration and number of them, in claiming/to claim the existence or a total or partial breach of any one of the provisions of these Terms shall constitute a change, a deletion of this provision, or a waiver to invoke a prior, contemporaneous or later breach of the same provision or of other provisions. Such a waiver shall be of no effect unless it is expressed in a written document signed by the person who has been duly authorized to that end.
18.10 OPERATOR, on the one hand, and the Member, on the other hand, are independent parties, each of which acting in its own name and on its own behalf. Unless expressly provided otherwise, these Terms create no bond of obedience, mandate, partnership, joint venture, employer/employee, principal/attorney, or franchisor/franchisee relationships between OPERATOR and each Member.
18.11 These Terms are drafted in English. In the event these Terms would be translated into one or several other languages, the English version shall prevail.
18.12 eBonza is the operator’s registered trademark.
18.13 Names and designations of products, goods, services, firms and companies may be the registered trademarks of the relevant owners.
18.14 The Operator is entitled to unilaterally set off its claims against the claims of the member or user. The member or user expresses its consent thereto.
18.15 The Operator is entitled to transfer receivables from the distrubutor or brand to a third party. In case of the Distributor's /Brand’s/ default with any payment to the Operator, the Operator is entitled to charge default interest in the amount of 0.1% of the amount due daily. If the distributor /brand/ becomes late in payment of any payment to the Operator, the Operator is entitled to deduct the appropriate amount from the distributor's /brand’s/ Stripe payment account with the payment service provider. If there is insufficient funding on this distributor's /brand’s/ payment account, the Operator is entitled temporarily without compensation to discontinue the provision of the services until the distributor /brand/ pays the amount owed.
18.16 In the event that the seller becomes late in payment of any payment made to the Operator for more than 30 days, the Operator shall send the distributor /brand/ a written reminder. In this case, the Operator is entitled to charge the costs of issuing and sending this reminder, which does not exceed 10, - EUR. In this case, the operator will limit the Member's access to the user account. If the amount due is not settled within 45 days of the due date, the operator will cancel the user account without a refund.
18.17 If the relationship relating to the use of the web interface or the legal relationship established by the agreement contains an international (foreign) element, then the Parties agree that their relationship is governed by Czech law. The Operator and the distributor /brand/ agree that any disputes out of the agreement shall be heard before the courts in the Czech Republic.
18.18 The Terms are drawn up in multiple languages, whereby the text of the English language version is decisive.
18.19 If any of the provisions of these terms and conditions is invalid, ineffective or inapplicable, or becomes so, a provision that comes closest to the invalid provision in purpose shall be used in its place. The invalidity or ineffectiveness or inapplicability of one provision shall not affect the validity of the other provisions. Changes and additions to the Terms must be in writing.
18.20 The operator is entitled to change or supplement the text of the Terms. The new text of the Terms shall always be published on the web interface; the Operator does not inform the user or member of a change in the Terms in any other manner. The rights and obligations of the Parties are always governed by that version of the Terms under the effect of which they arose.
19 APPLICABLE LAW - JURISDICTION
19.1 These Terms shall be governed by and construed in accordance with the laws of the Czech Republic, without giving effect to its choice of law rules.
19.2 EXCEPT AS OTHERWISE PROVIDED BY LAW, ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION, PERFORMANCE, OR THE TERMINATION OF THESE Terms SHALL BE REFERRED TO THE RELEVANT COURT OF CZECH REPUBLIC, WHICH WILL HAVE EXCLUSIVE JURISDICTION.
