GENERAL BUSINESS TERMS AND CONDITIONS OF BENEKO MARKETPLACE FOR RETAILERS


The beneko Marketplace operator

Business name:

Beneko.com LLP

Registered office:

The Business Resource Network, 53 Whateley’s Drive,
Kenilworth, Warwickshire, CV8 2GY,
United Kingdom

Company number:            

OC427952

Registered in:  

The Registrar of Companies for England and Wales

Email contact:
(hereinafter referred to as the “Operator”

info@beneko.com


I.
INTRODUCTORY PROVISIONS

  1. These General Business Terms and Conditions of Beneko Marketplace for Retailers (hereinafter referred to as the “Business Terms and Conditions”) are issued by BENEKO.COM LLP, stated in the heading of these Business Terms and Conditions as Beneko Marketplace Operator. The purpose of these Business Terms and Conditions is to lay down the rights and duties arising from the contractual relationship between the Operator and Retailers using the Portal to offer the Goods through the Shopping Cart.
  2. These Business Terms and Conditions constitute a part of the Special Terms and Conditions of Using the Portal under Article I., point 3.  of the Terms and Conditions of Use for the Beneko Marketplace Website, available at is https://beneko.com/gbc hereinafter referred to as the “Conditions of Use”), which apply to the relationship between the Retailer and the Operator to the extent within which these Business Terms and Conditions do not stipulate otherwise. The interpretation of terms pursuant to Article II. of the Conditions of Use applies to these Business Terms and Conditions, unless a different term is referred to, with a definition of its interpretation, in these Business Terms and Conditions.

II.
INTERPRETATION OF TERMS

  1. Administration interface – an interface through which a registered vendor can communicate with the Operator, handle payments received by the Operator in his favour from individual Users and perform settings.
  2. AML Act – means Act No. 297/2008 Coll., on Protection Against Legalisation of Proceeds from Crime and Terrorist Financing and on Amendments to Certain Acts, as amended.
  3. Retailer`s E-mail Address – an e-mail address provided by the Retailer in a Registration Form for delivery of notices, invitations and other documentation related to the Agreement.
  4. Identification – identification of the Retailer, which the Operator is obliged to perform for PayU under the terms and conditions specified in the AML Act.
  5. PayU – PayU S.A. with registered office at Grunwaldzka 182, 60-166 Poznaň, Poland, entered into the register of entrepreneurs of the National Court Register maintained by the District Court Poznań-Nowe Miasto i Wilda in Poznań, 7th Commercial Department of the National Court Register, under KRS no. 0000274399, with company capital of PLN 4 944 000.00, paid in full, taxpayer identification number NIP: 7792308495, operating the PayU system, by means of which the User pays the price for the Goods or services purchased from Vendors through the Portal. PayU S.A. is the operator of the PayU payment system based on an authorisation by the Polish Financial Market Supervision Commission (Komisja Nadzoru Finansowego) for the activities of a payment institution, IP number 1/2012, according to which PayU S.A. is authorised to provide payment services. The authority supervising the Operator under Payment System Act is the Financial Market Supervision Commission (Komisja Nadzoru Finansowego), with registered office at Plac Powstańców Warszawy 1 00-030 Warsaw, Poland.
  6. Payment Method – a specific method of payment by which the User can pay for the Goods or services offered on the Portal. Individual Payment Methods, except cash on delivery and cash payments within so-called personal collection, include solutions agreed within the PayU System with individual PayU Partners.
  7. Payment Account – a virtual payment account maintained by PayU for Beneko Marketplace, with which the Operator is entitled to dispose of in a way agreed with PayU, to receive funds paid by the Users to the Retailers under Purchase Agreements, and to instruct PayU to pay them to the Retailers.
  8. Terms and Conditions of PayU – Rules for the use of the PayU payment system for the purposes of paying the prices of the goods within Beneko Marketplace, which constitute an appendix to the Agreement, and which are further available at https://legal.payulatam.com/EN/terms_conditions_merchants.html.
  9. Retailer – Retailer is interested in including the Goods offered in the E-shop in the Offer of the Goods on the Portal, as well as in the sale of the Goods to the Users based on Purchase Agreements concluded through the Portal pursuant to Article IV. of the Conditions of Use and in the use of the PayU System to receive payments for the Goods.
  10. Commission – the Operator`s commission, agreed under Article IX. of these Business Terms and Conditions.
  11. Registration Form – a form made available to the Retailer within the Administration Interface, the completion and submission of which by the Retailer is deemed a proposal to conclude the Agreement.
  12. Agreement – a cooperation agreement concluded between the Operator and the Retailer, which governs the rights and duties of the parties in the sale of the Goods and services through the Beneko Marketplace Portal and in the use of the PayU System to pay the price for the Goods and services.
  13. PayU System – an on-line payment gateway managed by PayU, making it possible to use several payment methods.

III.
THE RETAILER`S REGISTRATION AND AGREEMENT CONCLUSION

  1. The Agreement is concluded by the Operator and the Retailer electronically, where completion and submission of the Registration Form located in the Administration Interface by the Retailer is a proposal to conclude the Agreement. The Agreement is concluded at the moment when the Operator delivers a message to the Retailer ‘s E-mail Address stating that he has accepted its proposal for the conclusion of the Agreement.
  2. The Retailers who meet the following conditions are authorized to register to use the Portal:
    a) The Retailer operates at least one E-shop;
    b) The E-shop has not yet been registered on the Portal;
    c) The E-shop has active WWW websites where it offers to the Users the Goods to be purchased. On the E-shop sites, the Retailer is listed as the operator, including his address, telephone number, company ID or exact name, according to which it is possible to clearly identify the operator’s company ID in the Commercial Register, as well as other requirements required by legal regulations;
    d) The Retailer is able and willing to periodically deliver updated information on the Goods in the required format using a regularly updated export XML file (hereinafter referred to as the “XML FEED”), which will be available 24/7 to the Operator for on-line automated processing by the Operator (see Article III. – Basic Conditions of XML FEED).
  3. The condition for submitting the Registration Form in accordance with point 1. of this Article is the approval of these Business Terms and Conditions and Terms and Conditions of PayU, which constitute an integral part of the Agreement concluded between the Retailer, the Operator and PayU and which provide for the mutual rights and duties of the Parties under the Agreement.
  4. The Retailer is responsible for ensuring that all information provided in the Registration Form is up-to-date and is obliged to keep it up-to-date in the relevant form within the Administration Interface (in particular, changes of persons authorised to act on behalf of the Retailer, or changes of contact persons). The Retailer is also responsible for the correct set-up of his e-mail box for the Retailer’s E-mail Address, its functionality, and for ensuring that his e-mail box is not full. In the case of a long-term absence of the relevant contact person, the Retailer is obliged to redirect the e-mail address so as to ensure the receipt of e-mails sent to the Retailer ‘s E-mail Address and reply to them.
  5. Upon registration on the Portal pursuant to point 2. of this Article, the Retailer, who meets the above conditions, is granted access to the Portal Administration Interface, through which he can manage his identification data within his user profile and other settings.
  6. Access to the Administration Interface is secured with a username (the Retailer’s E-mail Address) and password. The Retailer is responsible for the user password and is obliged to protect or change it as soon as he suspects that it may be disclosed to unauthorised persons and that it may be misused. The Retailer is responsible for any misuse of the password by a third party.
  7. The Retailer is entitled to use the official E-shop logo in his user profile in the form in which he normally uses it in relation to the public, in the format and resolution specified by the Operator’s technical conditions accessible within the user interface. The Retailer’s logo must not contain any advertising information (e.g. a slogan, discount sale link, etc.), or a graphic designation that is the same or similar to that used by the Operator. It is the Retailer’s responsibility to ensure that the publishing of the logo on the Portal is in compliance with legal regulations.
  8. If the Retailer operates multiple E-shops, he may register more E-shops on the Portal, provided that they have separate domains of the 2nd or 3rd series and that they do not, to a larger extent, offer the same goods and under the same conditions (product price, additional services, sales, etc.). If the Retailer’s offer is not divided between the main E-shop and other specialised E-shops, only those E- shops whose offers are not duplicated can be registered on the Portal. The Operator is entitled to discard any duplicate E-shops or E-shops considered as such.
  9. The Operator reserves the right to:
    a) contact the Retailer by telephone prior to the approval of the registration and verify the information provided in the Registration Form and/or
    b) reject the conclusion of the Agreement, even without stating reasons.
  10. Unless the Agreement expressly states otherwise or if the validity of certain provisions of these Business Terms and Conditions is not explicitly excluded or otherwise modified by the Agreement or by other explicit arrangement between the Retailer and the Operator, these Business Terms and Conditions apply to the mutual relationships between the Contracting Parties in other cases.
  11. The Retailer notes that if it ceases to meet any of the terms and conditions for the conclusion of the Agreement during the term of the Agreement, the Operator is entitled to deactivate this Retailer`s option to sell the Goods directly through the Portal. He is entitled to reactivate this option at any time after the Retailer starts to meet the terms and conditions again.

IV.
SUBJECT OF THE AGREEMENT

  1. The subject of the Agreement is the Retailer`s obligation to:
    a) deliver to the Users of the Portal the Goods ordered by the Users through the Portal from the Retailer, in the quantity and quality corresponding to the Order, and at the time and under the terms and conditions specified in this Agreement;
    b) comply with the duties under the Agreement and the Conditions of Use when offering the Goods and observe the Conditions of Use and the Special Terms and Conditions when concluding Purchase Agreements through the Portal;
    c) pay to the Operator the Commission for the mediation of a sale in the amount and under the terms and conditions agreed in the Agreement and in Article IX. of these Business Terms and Conditions;
    d) pay to the Operator the full amounts paid by the Operator to the User or to third parties as a guarantee of the purchase price reimbursement pursuant to Article VIII. of the Conditions of Use;
    e) comply with the duties in using the PayU System pursuant to the Agreement and the Terms and Conditions of PayU;
    f) authorise the Operator to notify the User prior to the conclusion of a Distance Purchase Contract by means of a Shopping Cart in accordance with respective UK legislation on consumer protection in the sale of goods or the provision of services on the basis of a distance contract or a contract concluded outside the Retailer`s premises and on amendment to certain acts.
  2. Further, the subject of the Agreement is the Operator`s obligation to:
    a) allow the Users to search the Retailer’s Goods through the Portal;
    b) present the Goods on the Portal using automated means (API interfaces, or XML FEED supplied by the Retailer);
    c) provide the Retailer and the User the opportunity to enter into a Purchase Agreement, the subject of which is the Goods offered by the Retailer through the Shopping Cart within the Beneko Marketplace Portal;
    d) provide the Users the possibility to pay the purchase price for the Goods to the Retailer through the PayU System using the Payment Methods agreed with PayU;
    e) provide the Retailer with access to the Administration Interface and allow the Retailer to use its functions within the scope of the Agreement;
    f) receive payments for the Goods or services remitted to the Retailer by the Users through the PayU System to a Payment Account and notify the Retailer without delay of the receipt of payment to that Payment Account through the Administration Interface;
    g) based on the Retailer’s request sent to the Operator through the Administration Interface, transfer to the Retailer to his bank account specified in the Registration Form payments paid by the Users through PayU to the Payment Account, possibly decreased by payments credited to the Retailer in accordance with points 15. and 16. of Article VI.

V.
BASIC CONDITIONS OF THE XML FEED

  1. Goods included in the XML FEED must be available on the E-shop sites, individual Goods must be listed only once in separate links with a unique URL address, where it is possible to find information about the price of the Goods and to send an Order in relation to the individual Goods. Individual Goods within the XML FEED must be a separate item, eligible to be a separate subject of the Order, without the need to order additional goods or services, use of other special offers, redeem vouchers, submit proof of identity or other documents, unless the sale of the Goods is tied to legal restrictions and proof of identity, etc., with the exception of the transport and packing of the Goods.
  2. The information on the Goods exported within the XML FEED must be true and up-to-date and it must relate solely to the Goods themselves, not to the promotion of the E-shop.
  3. The price of the Goods in the XML FEED must be stated in euros and must be final for the User, i.e. including any copyright, recycling and other charges with a correctly stated VAT. The final price of the Goods does not have to include only the transport costs, if the Retailer charges them to the Users. The Retailer is obliged to keep the price of postage, transport and packing in the XML FEED and in the administration constantly updated. If this duty is breached, the Operator is entitled to temporarily block the E-shop until the situation is rectified.
  4. The Goods included in the XML FEED must comply with the laws of the United Kingdom, therefore the Goods must not be goods:
    a) with which the Retailer is not entitled to dispose of, or which has any other legal defects;
    b) which are child pornography or otherwise offensive pornographic material;
    c) which infringe intellectual property (infringement of trademark rights, designations of origin, illegal copies of copyrighted works, goods intended to circumvent effective technical means of copyright protection);
    d) intended to promote and disseminate extreme political views or aimed at suppressing human rights and freedoms in accordance with the criminal law applicable in the United Kingdom.
  5. The XML FEED may only contain Goods that the Retailer is able to deliver to the User and in relation to which he knows at least an approximate delivery time that matches the delivery time that the Retailer indicates in the Offer. Products, in relation to which he does not have information about storage and the date of delivery to the User, must not be included in the XML FEED.
  6. Information about the availability of the Goods must be indicated truthfully. The Retailer is obliged to provide, in the relevant section of the XML FEED, all information that may affect the delivery of the Goods to the User. The Retailer is not entitled to provide certain information affecting the delivery of the Goods only on the E-shop sites without providing it in the XML FEED.
  7. Detailed technical and content conditions of the XML FEED are stated at the account of the seller (hereinafter referred to as the “XML FEED Specification“), and they are binding on the Retailer. Failure to comply with the technical and content conditions of the XML FEED may result in termination of the Agreement or blockage of the E-shop or the Retailer. These XML FEED technical and content conditions do not form a part of these Business Terms and Conditions and the Operator is entitled to change them according to the technical requirements of the Portal. The Retailers are informed about a change in the technical and content conditions of the XML FEED through the user interface.
  8. The Retailer’s responsibility for content exported through the XML FEED to the Portal is governed by Article VII. of the Conditions of Use.

VI.
THE RETAILER`S RIGHTS AND DUTIES

  1. The Retailer is obliged to send information to the Portal in the English language only. All prices of Goods and shipment must be in EUR.
  2. The Retailer undertakes to ensure that the purchase price for the Goods displayed on the Portal does not exceed the purchase price of the same Goods in the E-shop or on any other websites operated by them during the whole period of their display on the Portal.
  3. The Retailer is responsible for the accuracy of the details exported to the Portal and for the compliance of such details with the actual properties of the Goods and with legal regulations.
  4. Upon receipt of the User`s Order submitted to the Retailer by the Operator, the Retailer is obliged to send to the User, pursuant to Article IV., point 4. of the Conditions of Use, a confirmation of the Order, containing at least the details according to the above provision of the Conditions of Use. The Purchase Agreement is concluded upon the delivery of this Order confirmation to the User. The Retailer notes that the Purchase Agreement is not concluded by sending a summary of the Order to the User by the Operator pursuant to Article IV., point 7. of the Conditions of Use. If the Goods were properly displayed on the Portal at the time of the sending of the Order, the Retailer is obliged to conclude a Purchase Agreement with the User under the terms and conditions of the Offer. The Retailer is obliged to keep the status of the Orders up to date so that it is possible at any time to track the status of the Order.
  5. The Retailer undertakes, mandatorily for each Offer on the Portal, to state the “Product Availability” information, which informs the User about the maximum time needed to send the Goods through a carrier or about the maximum time required to prepare the Order for personal collection from the date of receipt of the payment of the purchase price to the Retailer`s account (if a PayU method of payment was selected), or from the date of conclusion of the Purchase Agreement (in the case of cash on delivery or a cash payment upon personal collection). In the event that the Retailer indicates on the Portal that he has the Goods “In Stock”, the Retailer is obliged to send the Goods (or to prepare the Goods for personal collection) not later than the next business day after the date of conclusion of the Purchase Agreement. If the availability of the Goods is unknown to the Retailer, he is entitled, in relation to such Offer, to provide the “Availability on request” information or similar information about the User`s possibility to verify the availability of the Goods individually by phone or by e-mail. In the case of a repeated breach of the Retailer’s duty (i.e. more than 3 times during the last month) pursuant to this Article, the Operator is entitled to withdraw from the Agreement pursuant to Article VIII., point 1.
  6. The Contracting Parties have agreed that the Retailer is entitled to demand from the Users, in addition to the purchase price, the payment of the costs associated with the transport of the Goods, unless, in a particular case, agreed otherwise with the User. The price for the shipping of the Goods must not exceed the shipping price stated by the Retailer for the same Goods on the E-shop sites.
  7. The Goods are deemed delivered to the User (buyer) if handed over by the Retailer or the Carrier.
  8. The Retailer acknowledges that he has all the rights and duties of the Retailer arising from the Purchase Agreement and that the Operator, as a sales agent, is not a party to the Purchase Agreement. The Retailer undertakes to offer the Goods and conclude the Purchase Agreements through the Operator`s Portal under the terms and conditions that comply with the Conditions of Use, and to fully comply with them (especially the provisions of Articles IV. to VII. of Conditions of Use). The above provisions of the Conditions of Use contain arrangements that form an integral part of the Purchase Agreement. If the Vendor, through his E-shop, offers the Goods under terms and conditions other than the terms and conditions stipulated in the Conditions of Use (e.g. Business terms and conditions, Terms and Conditions of PayU, etc.), he undertakes not to apply such different terms and conditions when offering the Goods and concluding a contract through the Portal, if they are contrary to the Conditions of Use and/or the Business Terms and Conditions. The provisions of the Agreement, these Business Terms and Conditions and the Conditions of Use are binding on the Retailer, the Retailer expressly agrees with them and undertakes to comply with them. If the Retailer applies his own business terms and conditions or return policy to the Purchase Agreements to the extent that they are not contrary to the Conditions of Use under this paragraph, he is obliged to provide a reference to these own business terms and conditions or return policy within the order confirmation sent to the User under point 4. of this Article.
  9. The Retailer notes that the majority of the Users using the Portal to search for and buy the Goods are in the position of a consumer and that the consumer protection regulations, in particular Act No. 102/2014 Coll. on consumer protection in the sale of goods or the provision of services on the basis of a distance contract or a contract concluded outside the premises of the Retailer and on amendment to certain acts, and Act No. 250/2007 Coll. on consumer protection, shall apply to the legal relationship arising from the Purchase Agreement. This is without prejudice to the Retailer’s responsibility to comply with other legal regulations related to specific Goods (for example, Act No. 147/2001 Coll. on advertising, regarding the advertising of food supplements and medicinal products).
  10. The information obligation towards consumers is fulfilled by observing the requirements for the content of the Offer and by means of the Conditions of Use applicable to the User. By concluding the Agreement, the Retailer authorises the Operator to provide the above information to Users through the Portal on behalf of the Retailer.
  11. In connection with the conclusion of the Purchase Agreement through the Shopping Cart, the Retailers are obliged to comply with the provisions of Article IV. of the Conditions of Use related to the Offers, and they are also obliged to authorise the Operator to notify the User prior to the conclusion of a Distance Purchase Contract by means of the Shopping Cart pursuant to respective UK legislation on consumer protection in the sale of goods or the provision of services on the basis of a distance contract or a contract concluded outside the seller`s premises. If the consumer has his/her habitual residence in the EU, he/she additionally enjoy the protection afforded to him/her by mandatory provisions of the law of your country of residence.  The Retailers note that the provisions of the Purchase Agreement concluded through the Shopping Cart with the User include the relevant provisions of the Terms, while the provisions of the Retailer’s separate terms of sale that are contrary the Conditions of Use and other Special Terms and Conditions of the Portal shall not be applied to relationship between the User and the Retailer.
  12. For any Goods delivered, the Retailer is obliged to provide a proof of receipt of the Goods by the User. The proof of receipt of the Goods may be in a written or electronic form (especially when the Goods are delivered by a carrier). If there is a doubt as to the delivery or the time of delivery of the Goods, or in other disputed situations, the Retailer is obliged to send to the Operator a copy of the document confirming the receipt of the Goods (also in an electronic form). The Parties hereby have agreed that the ownership of the Goods shall pass to the User on the day the Goods were taken over from the Retailer or the carrier.
  13. The Retailer undertakes to offer new and unused Goods for sale on the Portal. If used Goods are offered, he is obliged to duly indicate this fact or to place it into the appropriate category for used Goods, if the Operator offers such a category on the Portal. In the event of a breach of duties under this paragraph, the Operator is entitled to withdraw from the Agreement pursuant to Article XIII., point 1.
  14. The Retailer is responsible for the accuracy of the information sent to the Portal and for the compliance of the information with legal regulations. If the Operator finds that the information is inaccurate or unlawful, he is entitled to remove the Offer containing such information. The Retailer is liable to the Operator and the Users for any damage they shall incur in connection with the provision of incorrect or unlawful information.
  15. The Retailer notes that the Operator, under Article VII. of the Conditions of Use, guarantees to the User the payment of the purchase price reimbursement in cases when:
    a) the Retailer delivered to the User the Goods contrary to the Purchase Agreement;
    b) the Retailer has not delivered any Goods to the User;
    c) the User has withdrawn from the Purchase Agreement and the Retailer has not returned the purchase price to him;
    d) the Retailer has not remedied the defects in the Goods after the quality warranty has been applied;
    The detailed conditions for claims made by the User for the payment of the purchase price are set out in point 8. of the Conditions of Use.
  16. If the Operator pays the User a refund of the purchase price pursuant to Article VI., point 15., the Retailer undertakes to pay the Operator an amount equal to the amount paid by the Operator to the User, based on the tax document delivered to the Retailer. The Retailer grants PayU consent permitting the Operator’s claim against the Retailer due to a legitimately paid refund of the purchase price to the User to be settled by offsetting the debt owed by the Retailer to PayU against the Retailer’s claim to the payment of the purchase price for the Goods pursuant to Article IV., point 4., lett. g). The condition for this payment is that at the moment the User’s claim to the payment of the amount of the purchase price reimbursement is established, there shall be sufficient funds in the Payment Account to be paid to the Retailer. The Retailer`s claim to the payment of purchase prices for the Goods or services received to the Payment Account in favour of the Retailer shall be decreased by such an amount paid out.
  17. Through the Administration Interface, the Retailer shall have access to the list of payments received by the Operator to the Payment Account and shall be entitled, not more than once a day, automatically or manually, to send to the Operator a request for payment of the balance to his bank account specified in the Registration Form.
  18. The Retailer has the opportunity to sell the Goods through the Portal by connecting to the Portal API interface. If the Retailer does not connect to the Portal API interface, certain features or terms and conditions of the conclusion of the Purchase Agreements through the Portal may be unavailable or limited. A description of functionality, binding instructions and rules in case the Retailer is not connected to the Portal API interface are available on request, the Precise specifications of the Portal API interface are available on request.
  19. The Retailer is not entitled to use any means not provided by the Operator himself to influence the search results of the Offers on the Portal or other functions of the Portal for his own benefit or for the benefit of third parties, in particular to install software robots in the source code of the Portal sites or to modify the XML FEED. Further, the Retailer is not entitled to offer or provide these means to other Retailers, Users or third parties. In case this prohibition is breached, the Operator is entitled to block the Retailer and other Retailers that use the means to influence the portal functions.
  20. As far as a single item of the Goods is concerned, the Retailer is obliged to inform the User about the current amount of the total costs of delivery to the User, including packaging, handling charges, etc.
  21. Based on the previous point, the Retailer is further obliged to inform the Operator without delay of any change in his details, such as a change of the name of the E-shop, change of registered office or other billing details, etc. The subject of registration is the provision of the Service in relation to the Retailer`s specific E-shops, therefore, if a new E-shop is added, the Retailer is obliged to register such an E-shop separately. In case the registered E-shop starts to be operated by other Retailer, then this is a change of the Contracting Party and the new E-shop operator is obliged to register for the Service as a new entity, except when the transfer of rights and duties to the new E-shop operator is automatic (mainly in the case of a sale of an enterprise, or a transformation of a company). The Retailers note that in the event of a change of the E-shop Operator with a new registration of a new operator, the existing details from the E-shop administration are made available to this new operator in order to ensure the continuity of the rights and duties arising from the E-shop registration on the Portal. The Operator shall not be liable for any damage incurred by the Retailer as a result of failure to comply with the information obligation or failure to conclude the Agreement pursuant to Point 4  of the Business Terms and Conditions.
  22. The Retailer is not authorised to process personal data, including the Users’ e-mail addresses, obtained through the Shopping Cart for purposes other than concluding the Purchase Agreement, performing the Purchase Agreement, protecting the Retailer’s legal claims and fulfilling the legal obligations that apply to the Retailer.
  23. The Retailer is obliged to refrain from reviewing E-shops, including competing, own or affiliated ones. Review means a star review and written reviews or contributions to a discussion on the Portal and any similar review. The Retailer is also obliged to refrain from taking steps leading to an artificial influence on the overall review of E-shops. Artificial influence means, for example, encouraging the Users to edit written reviews or encouraging the Users to add reviews as a condition for participating in competitions or other E-shop events.
  24. The Retailer has the right to respond to a verbal review and this response will be displayed in the review to which it relates. The Retailer, however, is not in any way entitled to sanction the User for sending a negative review, for example by offering less favourable prices compared to the Retailer`s other customers, by withdrawing from the Purchase Agreement, refusing further sale of goods or refusing to render services offered by Retailer, etc. The Retailer is further obliged to refrain from stating information that gives the impression that such information is stated by the Operator or a person authorised by him.
  25. The Retailer is not entitled to publish user reviews outside the portal Beneko.com, with the exception of his own websites. The use of reviews to promote the Retailer on other price comparison websites or on the websites of operators of other services that are potential competitors in relation to the Operator or the Portal can be regarded as unfair competition.

VII.
THE OPERATOR`S RIGHTS AND DUTIES

  1. The Operator displays the Retailer’s Offers of the Goods on the Portal sites and provides the Retailer with the opportunity to conclude Purchase Agreements with the Users through the Portal under these Business Terms and Conditions. The Operator undertakes to provide maximum cooperation in resolving the Retailer’s technical problems arising in connection with the use of the Portal or other tools provided to the Retailer by the Operator under the Agreement.
  2. The Operator undertakes to provide the Retailer, by means of the software platform provider which the Portal is linked to, with the information and technical support necessary to properly link the E-shop with the Portal. If the Retailer is interested in transmitting data between the Operator and the E-shop through an API interface, the Retailer is obliged to make modifications to his E-shop himself and at his own expense. The Operator will only provide instructions necessary for the API interface implementation and any further information without being responsible for the correctness and success of the API interface implementation.
  3. The Operator is not responsible for the content and correctness of information sent by the Retailer to the Portal, for the compliance of the information with legal regulations, or for any possible errors, inaccuracies or erroneous data in individual Offers caused by their transmission to the Portal by automated means. The Operator, as a provider of information society services, is, under Act No. 22/2004 Coll. on E-commerce and on Amendment to Act No. 128/2002 Coll. on State Control of the Internal Market in Consumer Protection Matters and on Amendments to Certain Acts, as amended by Act No. 284/2002 Coll., obliged to remove any content, the illegal nature of which demonstrably becomes known to him. The Operator shall not be liable for damage caused to the Retailer in connection with such a procedure.
  4. The Operator’s responsibility for the content of the XML FEED in relation to individual Retailers is governed by Article VII. of the Conditions of Use. The Operator, as a provider of information society services is not, under the law of UK, responsible for the content imported by the Retailers to the Portal, except when he is demonstrably warned by authorised persons about the unlawfulness of the content and fails to remove such content without undue delay. This responsibility of the Operator does not affect the Operator’s entitlement to temporarily or permanently remove any information entered by the Retailer on the Portal, if he independently becomes suspicious that it is of an unlawful nature, or to refuse to publish such information. This entitlement also applies to information that is not unlawful in nature but is capable of damaging the good name and interests of the Operator, other companies of the group which the Operator belongs to, or the Portal.
  5. On the basis of the previous point, the Operator is not responsible for the display of the Goods within the Offer on the Portal if the Retailer`s XML FEED fails to meet the XML FEED conditions pursuant to Article V. of these Business Terms and Conditions and according to the XML FEED Specification document. Further, the Operator does not guarantee the display of all items from the XML FEED, nor is he responsible for the correct display of individual items or for the loss or corruption of data stored on the Portal.
  6. The Operator is entitled to make publication of data related to the Retailer, the E-shop or the Goods conditional upon the Operator`s prior approval. If information about the Retailer or the E-shop or information within the XML FEED is misleading, unintelligible or is included in a wrong category, the Operator is entitled to modify the information accordingly.
  7. The Operator shall make every effort to quickly remedy errors detected in displayed offers or to remedy partial or total unavailability of the Portal, if caused for reasons on his part.
  8. The Operator is entitled to maintain a database of Retailers, containing their identification, contact details and reviews given to the Retailer and to display them on the Portal even after the Retailer ended the XML FEED export or after the contractual relationship with the Retailer has been terminated for any reason or after a change of the E-shop operator pursuant to Article VI., point 21. of the Business Terms and Conditions. This is without prejudice to the Operator`s privacy obligations under the Beneko Marketplace Privacy policy.
  9. The Operator is entitled to provide the information sent to the Portal through the XML FEED for displaying on other partner websites outside the Portal. All information sent by the Retailer to the Portal may be displayed by the Operator on the Portal and on the partner websites without any time limit and used to generate statistics and analyses of on-line shopping (in particular the Beneko.com portal), even after the end of sending the XML FEED to the Portal, after the E-shop has been blocked or after the contractual relationship with the Retailer has been terminated. This is without prejudice to the Operator’s obligations in the field of personal data protection. The Operator shall show to the Retailer the statistics of outgoing clicks from the partner websites in the Portal administration interface, where detailed statistics of outgoing clicks from the Portal are also available.
  10. For each Offer of the Retailer, the Operator undertakes to offer the Users the option to pay the price for the Goods or services according to the Offer through the PayU System, and to record payments from the Users received in favour of the Retailer to the Payment Account within the mediation of the conclusion of the Purchase Agreement. The Operator is obliged, through the Administration Interface, to inform the Retailer of the current amount of payments received in his favour to the Payment Account from Users, and of the fact that the Transactions by individual Customers will receive the “Completed” status in the PayU System and will be credited to the Payment Account. In addition to the method of payment of the price of the Goods or services through PayU, the Retailer is entitled to also offer on the Portal a cash payment option in the case of so-called personal collection, and an option of payment to the carrier on delivery.
  11. The Retailer is entitled to issue an instruction to the Operator through the Administration Interface for the payment of amounts received pursuant to point 10. of this Article by the Operator to the Payment Account, to the Retailer’s bank account specified in the Registration Form. The Operator is responsible for correct identification of individual payments received in favour of the Retailer, for assigning them to individual Purchase Agreements, and for correct issuance of a PayU instruction to pay the amount requested by the Retailer to his bank account.
  12. If the User legitimately complains about a payment at his bank or within PayU (due to a misuse of a payment instrument, a payment account or due to failure to deliver the Goods), the PayU system is obliged to compensate such damage using the funds in the Payment Account, and for this purpose to block the Operator`s funds in this Payment Account up to the amount of the claimed payment. In such a case, the Operator is entitled to request from the Retailer documents related to the claimed transaction, to assess these documents and to hand them over to PayU or the User`s bank. The User undertakes to provide the Operator with all required cooperation necessary to clarify the circumstances of the complaint. If the justifiability of the complaint is confirmed, the Operator is entitled not to instruct PayU to pay the corresponding amount from the Payment Account to the Retailer, and the PayU shall return the amount to the User.
  13. If, at the moment the Operator`s duty to return the claimed amount to the User is established, there are insufficient funds in the Payment Account received in this Payment Account, the Retailer is obliged to compensate the Operator for such damage within 3 days of the Operator`s request for such compensation. The Operator is entitled to add to this claim for damage all monetary claims of the Retailer which he has toward the Operator.
  14. Any changes of the Retailer’s bank account may only be made upon the Retailer’s request sent from the Retailer ‘s E-mail Address to the Operator’s address. The Operator is not obliged to respond to a request sent from an address of the Retailer other than the address stated at the time of the Registration. The Operator reserves the right to verify a request for a change of bank account by telephone or other means.
  15. The Operator is entitled, in order to verify prices, availability of goods and to test the throughput of the system, to send to the Retailer test orders for their Goods (hereinafter referred to as the “Trial Order”). These Trial Orders must not contain information based on which the Retailer could believe that it is a real order sent by the Customer based on which he should ship the goods and issue a tax document. For this purpose, the Trial Order must contain at least an unintelligible name and address. The Trial Order may include a real e-mail address and phone number. If the Operator breaches the provisions of this Article and the Trial Order contains such intelligible information that the Retailer incurs damage as a result of dispatching the goods according to the order or clearing its price, the Operator shall be liable for such damage.
  16. Prior to the conclusion of a Distance Purchase Agreement by means of the Shopping Cart, the Operator shall provide the User with information pursuant to respective UK legislation on consumer protection in the sale of goods or the provision of services on the basis of a distance contract or a contract concluded outside the Retailer`s premises. If consumer has his habitual residence in the EU, he/she additionally enjoy the protection afforded to his/her by mandatory provisions of the law of consumer’s country of residence.
  17. The Operator is entitled to assign a completed status to uncompleted Orders, if the Retailer does not keep the status of the Orders up to date.

VIII.
IDENTIFICATION OF THE RETAILER

Identification obligation

  1. The Retailer notes that PayU, in compliance with anti-money laundering legislation (AML Act), is obliged to identify individual Retailers who, with regard to the use of the Portal, receive payments of prices under Purchase Agreements through the PayU System, i.e. physical identification or using technical means and procedures, if PayU, after taking into account the circumstances of business transactions and the security risks of the technology used, comes to the conclusion that such means and procedures can be used to verify identification at a level which, in terms of the credibility of results, is similar to physical verification, in accordance with respective provisions of AML legislation. The identification under this point is performed by the Operator pursuant to point 3. of this Article for PayU.
  2. If the Retailer does not agree with PayU or the Operator on physical identification, the Retailer is obliged to perform the Identification through technical means and procedures pursuant to the previous point. The instructions for this form of identification are provided to the Retailer electronically in the Administration Interface, in particular a list of documents that the Retailer must submit and a definition of the purpose of the Identification.
  3. PayU has authorised the Operator to perform physical identification by means of a separate contract concluded under the respective provisions of AML legislation. During physical identification, the Operator’s identifying person shall submit a power of attorney granted by PayU for this purpose.
  4. Unless the Retailer is properly identified, the Retailer is not entitled to request the Operator to pay the funds received through the PayU System into his bank account, and the Operator is not entitled to instruct PayU to transfer these funds from the Payment Account.
  5. If identification is not performed within 60 days of the date of conclusion of the Agreement, the Operator or PayU is entitled to withdraw from the Agreement. However, the Operator may give the Retailer an additional reasonable period to perform the Identification. If the Operator withdraws from this Agreement, he shall be obliged to transfer all funds in the Retailer’s Virtual Payment Account to his bank account specified in the Registration Form within 15 days of withdrawal. This is without prejudice to the Operator’s entitlements to the Commission as well as any other Operator’s and PayU ‘s entitlements under these Business Terms and Conditions.

IX.
PAYMENT TERMS

  1. The Retailer`s registration and the publishing of his user profile are provided free of charge.
  2. The Operator is entitled to impose a fee on the use of other above-standard functions of the Portal, and the price is always stated for the respective function in the section of the Portal intended for its operation.
  3. The Retailer undertakes to pay the Operator a Commission for individual Purchase Agreements concluded through the Portal. The amount of the Commission is determined as a percentage of the purchase price of the Goods, including VAT (excluding shipping costs) purchased by the User through the Portal. The specific amount of the Commission is determined by mutual agreement between the Retailer and the Operator. Specification of the amount of the commission shall be an appendix to the Contract.
  4. The billing period for the purpose of paying the Commission to the Operator is one calendar week (“Billing period”). Commissions from all Purchase Agreements are settled for the billing period, except for the Purchase Agreements in relation to which no Goods have been shipped in the last 20 days (the Commissions from these Purchase Agreements will be cleared in the next billing period), and, further, from the Purchase Agreements concluded for the previous billing period in relation to which the User has demonstrably withdrawn from the Agreement.
  5. The Operator shall issue to the Retailer an invoice for an amount that equals the sum of the Commissions to which he is entitled for the billing period, not later than on the 1st day of the calendar week (i.e. on Monday) following the given Billing period, with a 14-day maturity period. The Retailer is obliged to inform the Operator of those Purchase Agreements from which the Users have withdrawn without giving any reason during the last billing period, within 3 calendar days of the delivery of an agreement withdrawal by the User.
  6. The Operator is entitled to the Commission only from the purchase price of the Goods that the User actually paid to the Retailer. No entitlement to the Commission arises in the case of consumer contracts, within which the User exercised the right to return the Goods and to withdraw from the contract without stating a reason pursuant to respective provisions on consumer protection pursuant to UK legislation (within 14 days of the receipt of performance).
  7. Unless otherwise agreed between the Operator and the Retailer, the Commission shall be automatically paid based on the respective invoices to the Provider via account transfers from the relevant account under the PayU System belonging to the particular Retailer to the Provider’s account (hereinafter referred to as “PayU Account“), always once a week for the previous Billing period.
  8. If the Retailer is unable to pay the Commission via PayU Account pursuant to point 7. of this Article, the Commission shall be paid in the same manner together with the payment of the Commission for the following Billing Period. If the Retailer is unable to pay the Commission pursuant to previous sentence in four Billing periods in row, a special invoice shall be issued to Retailer to replace outstanding invoices for the relevant Billing Periods. The Retailer shall pay the special invoice according to the previous sentence directly to the Operator’s account specified in this invoice.
  9. If the Retailer is unable to pay the Commission via PayU Account pursuant to point 7. of this Article, this fact does not affect the Retailer’s ability to send XML FEED. In such a case, however, the Operator is entitled to unlink his Offers from the Goods Catalogue on the Portal. The Retailer’s offers are available on the Portal in the form of a full-text search until the Commission is duly paid, provided the exact name of the Goods is entered by the User in the form specified by Retailer. When Commissions for all respective Billing periods are duly paid, the Operator automatically restores the Retailer’s Offers link to the Goods Catalogue on the Portal, and the Retailer`s Offers shall accordingly be available in the Goods Catalogue within a few days for technical reasons.

X.
LIABILITY FOR DAMAGE AND PROTECTION OF CONFIDENTIAL INFORMATION

  1. The Retailer is liable to the Operator for any damage incurred by him in connection with a breach of a Purchase Agreement or a similar agreement concluded between himself and the User. Further, the Retailer is liable to the Operator for any damage incurred by him in connection with a breach of the Agreement and these Business Terms and Conditions, particularly in connection with a breach of the Identification Obligation pursuant to Article VIII. , with the obligation to provide the User with performance under the Purchase Agreement, or with the obligation to return the amount of the Transaction to the Customer. The Retailer is also liable to the Operator for any damage incurred by him in connection with the application of sanctions by the Partners or third parties, and which was caused by the Retailer’s failure to comply with the terms and conditions of the Agreement or these Business Terms and Conditions. The conditions of liability for damage caused in connection with the use of the PayU System are set out in the Terms and Conditions of PayU.
  2. The Operator is liable for damage caused by him by breaching the duties arising from the Agreement or the Business Terms and Conditions. The Operator, however, is not liable for lost profit or for damage caused by the Retailer, the Partner or a third party. The Contracting Parties to the Agreement assume that the sum of the total amount of damages paid by the Operator for all breaches of the Agreement shall not exceed EUR 2,000.00.
  3. The Contracting Parties to the Agreement undertake to maintain the confidentiality of all information relating to the Operator or the Retailer which they become aware of in connection with the Agreement and which is not public or the nature of which does not imply that it is to be disclosed. In particular, the Contracting Parties are obliged not to disclose this information to third parties, not to use it for their own benefit or for the benefit of third parties in a way other than what is permitted by the Agreement or the Business Terms and Conditions, and to adopt any available measures to comply with these obligations. This obligation shall survive the term of the Agreement. If the obligations under this point are breached, the Contracting Party whom the information relates to is entitled to a contractual penalty of EUR 800.00 for each individual breach of the Agreement or the Business Terms and Conditions.

XI.
PERSONAL DATA PROCESSING

Conditions of personal data processing

  1. The Operator’s performance under the Agreement includes personal data processing. The Retailer, under Article 28. section (3) of GDPR, authorises the Operator to process the personal data of the Portal Users (especially identification details, contact details and details of the content of the Orders) for the purpose of collecting and submitting the Orders of the Portal Users to the Retailer.
  2. The Operator is obliged to process personal data for the Retailer to the extent necessary to ensure his performance pursuant to Article IV., point 2. of these Business Terms and Conditions, and only on the basis of the Retailer`s instructions stated in these Business Terms and Conditions and the Agreement or given by e-mail or telephone using the contact details stated at Beneko.com.
  3. The restriction under the preceding point of these Business Terms and Conditions also applies to the transfer of personal data to a third country or international organisations and is applied, unless legal regulations applicable to the Operator impose such other processing on the Operator. In such a case, the Operator shall inform the Retailer of such a legal requirement prior to processing, legal regulations prohibit such informing for important public interest reasons.
  4. The Operator’s duty pursuant to points 1. and 2. of this Article shall not apply to personal data that the Operator did not acquire as part of his processor activities under these Business Terms and Conditions. The provision of point 2. of this Article is also without prejudice to the Operator’s right to separately process personal data of the Portal Users in the position of a controller pursuant to the GDPR. As a controller pursuant to GDPR, the Operator is authorised to process the customers’ personal data, particularly to offer his own products and services and to personalise advertising based on his legitimate interest.
  5. Processing of personal data by the Operator in the position of a controller pursuant to GDPR, including processing of the Retailer’s personal data, is governed by the Special Terms and Conditions, such as the Privacy Policy and the Cookie Policy.
  6. The Retailer is not entitled to dispose of personal data submitted to him within the Order in order to conclude a Purchase Agreement for purposes other than processing the Order, providing the User with performance of the Purchase Agreement, protecting Retailer’s legal claims and fulfilling the legal obligations applicable to the Retailer. In particular, the Retailer is not entitled to send his own business announcements to the User whose e-mail address has been obtained in connection with the Order, because when the Order is placed, the conditions for sending electronic mail for the purposes of direct marketing are not met without the User`s prior consent pursuant to respective provisions of electronic communications legislation.

Security of personal data processing

  1. The Operator has taken and maintains appropriate technical and organisational measures to avoid unauthorised or accidental access to personal data, their alteration, destruction or loss, unauthorised transfers, other unauthorised processing or other misuse of personal data.
  2. If, during the term of the Agreement, the Operator becomes aware of a breach of personal data protection processed by the Operator on the basis of these Business Terms and Conditions, the Operator is obliged to notify the Retailer of the breach of personal data protection without undue delay after becoming aware of it. The Operator shall send a notification to the Retailer’s E-mail address. Subsequently, without undue delay, from the moment the Operator became aware of a personal data protection breach, the Operator is obligated to send to the Retailer in the same manner a description of the nature of the personal data protection breach, including, if possible, the categories and approximate number of data subjects, the categories and approximate number of personal data records affected, and a description of the likely consequences of the personal data protection breach.

Involvement of third parties in personal data processing

  1. The Operator shall ensure that persons authorised to process personal data are obliged to maintain confidentiality.
  2. The Vendor agrees with the involvement of other processors in personal data processing under these Business Terms and Conditions. The Operator is obliged to inform the Retailer in good time about the intention to involve another processor in personal data processing pursuant to these Business Terms and Conditions, including the specific identification of this additional processor.
  3. If the Operator engages another processor in personal data processing pursuant to this Agreement, this additional processor must contractually undertake to comply with the same data protection obligations as those agreed between the Retailer and the Operator in these Business Terms and Conditions, in particular the introduction of appropriate technical and organisational measures.

Cooperation in personal data processing

  1. The Retailer is fully responsible for the handling of requests for the exercise of data subjects’ rights in relation to personal data processed by the Operator under this Agreement. If the data subject`s request regarding personal data processing pursuant to these Business Terms and Conditions is made to the Operator, the Operator shall handle the request, but this does not apply if the Retailer`s cooperation is required for the handling of the request or if the handling of the request would require an excessive effort by the Operator.
  2. The Operator shall allow the Retailer to audit the technical and organisational measures implemented by the Operator for personal data protection after a notification sent to the Operator’s data box at least 30 business days in advance. The Retailer is entitled to request an audit only on business days from 9.00 a.m. until 5.00 p.m. If the date of the audit proposed by the Retailer is not suitable for the Operator, the Operator is entitled to reject the proposed date and propose a new date. All audits shall be facilitated by the Operator for the Retailer in accordance with Point 14 of this Article.
  3. The Operator and the Retailer undertake to provide each other with any further necessary cooperation and documentation for the fulfilment of their obligations related to personal data processing pursuant to these Business Terms and Conditions, especially in the fulfilment of obligations arising for the Retailer from securing personal data processing, during audits, when assessing the impact on personal data protection, during a prior consultation with a supervisory authority, and during the handling of requests for the exercise of the data subjects` rights. A fee of EUR 100.00/hour, excluding VAT, applies to the Operator`s cooperation, except for the Operator’s reasonable cooperation in the handling of requests for the exercise of the data subjects` rights under Point 12 of this Article. Invoicing and payment of fees for the provision of cooperation is governed by Art. IX of the Business Terms and Conditions.

XII.
DEACTIVATION OF SERVICES

  1. The Operator is entitled to temporarily deactivate (i.e. render inaccessible) the possibility of selling the Retailer`s Goods through the Portal, namely if:
    a) the Retailer has ceased to satisfy any of the conditions for the conclusion of the Agreement referred to in Article III. of these Business Terms and Conditions; and/or if
    b) the Retailer has committed any act referred to in Article XIII., point 1. (substantial breach of the Agreement); and/or if
    c) the Retailer has committed any other act that may be described as a material breach of the Agreement pursuant to the law of the UK.
  2. The Operator is entitled to deactivate the Retailer in the case of a breach of the obligations set forth in these Business Terms and Conditions, particularly, but not limited to:
    a) a breach of the XML FEED rules pursuant to Article V. of the Business Terms and Conditions;
    b) the application of conditions in the Purchase Agreements that are contrary to Articles IV. to VII. of the Conditions of Use;
    c) the offering of the Goods which are contrary to legal regulations, or the publishing of the Offers containing any other illegal content;
    d) delivery of the Goods to the Users contrary to the Purchase Agreement (quality, quantity, delivery date), or failure to deliver the Goods to the User for a reason on the part of Retailer;
    e) interference with the XML FEED or in a portion of the Portal in order to influence the Users’ search results or the use of unauthorised means that affect search results;
    f) failure to update the identification and contact information;
    g) failure to state the actual total costs of the delivery of the Goods to the User pursuant to Article IV., point 10. of the Conditions of Use;
    h) the sending of unsolicited commercial communications to the Users or a breach of personal data handling obligations;
    i) interference with the content of reviews or influencing the Users in order to influence review results;
    j) the posting of reviews on other websites contrary to Article VI., point 25. of the Business Terms and Conditions.
  3. The Operator is entitled to deactivate the possibility of selling the Retailer`s Goods through the Portal for the above reasons, with immediate effect and without informing the Retailer. However, at the Retailer ‘s request, the Operator is obliged to provide reasons for deactivation.
  4. The deactivation under point 1. of this Article is only a temporary suspension of performance by the Operator and does not affect the duration of the Agreement. The Operator is entitled, at his sole discretion, to reactivate the possibility of selling the Goods through the Portal.
  5. The deactivation of the possibility of the sale of the Goods through the Portal for the reasons specified in point 2. of this Article and thus the temporary suspension of the provision of services and performance by the Operator is not a defect in performance or a breach of the Agreement and the Operator is not liable for damage caused by such deactivation.
  6. Further, the Retailer is entitled to ask the Operator by e-mail to temporarily deactivate the possibility of selling the Goods through the Portal, especially in the case of insufficient sales capacity, temporary suspension of the E-shop activity, etc. The temporary deactivation pursuant to this Article is possible for a maximum of 1 month, and a single E-shop can make use of it no more than 3 times per calendar year.

XIII.
DURATION AND TERMINATION OF THE AGREEMENT

  1. In the event of a material breach of the duties arising from the Agreement by the Retailer, the Operator may withdraw from the Contract. Especially the following is considered the Retailer`s material breach of the Agreement:
    a) a repeated delay in dispatching the Goods after the time limit referred to in Article VI., point 5. of these Business Terms and Conditions;
    b) the offering of the Goods on the E-shop website under different conditions or at a different purchase price than the price stated on the Portal;
    c) the offering of second-hand Goods contrary to Article VI., point 13.;
    d) infringements of legal regulations related to the sale of the Goods;
    e) refusal to carry out the identification;
    f) failure of the Retailer to carry out the identification, even within an additional reasonable period pursuant to Article VIII., point 5.;
    g) failure of the Retailer to pay the Commission in the amount and within the time limits referred to in Article IX.
  2. Either Contracting Party is entitled to terminate the Agreement by a notice with a 1 calendar week notice period. The notice period shall commence on the day on which the written notice is delivered to the last Contracting Party. In case of doubt about the time of delivery, the Contracting Parties have agreed that the notice is deemed delivered on the 3rd (third) day after it was dispatched by the withdrawing Contracting Party, or after it was handed over to the post office. The Operator is also entitled to terminate the Agreement even if the Retailer has not received any Order through the Shopping Cart for more than 1 calendar month.
  3. The Operator is entitled to withdraw from the Agreement, or to terminate the Agreement electronically, by sending a withdrawal, or a notice to the Retailer’s E-mail Address. For the sake of legal certainty, the Retailer is entitled to withdraw from the Agreement or to terminate the Agreement only in a written form bearing the signature of the person authorised to act on behalf of the Retailer, or to represent him; the Retailer shall deliver the notice or the withdrawal to the Operator to his address stated in the heading of these Business Terms and Conditions.
  4. All obligations of the Retailer towards the Users arising during the term of the Agreement shall survive the termination of the Agreement.
  5. In the event the Agreement is terminated in any manner, the Operator is obligated to promptly give PayU an instruction for the payment of all funds received in his favour through the PayU System to the Payment Account, and which were not paid as of the date of termination of the Agreement in compliance with Article VI., point 16. of these Business Terms and Conditions.

XIV.
ALTERNATIVE DISPUTE RESOLUTION

  1. The User – Consumer is entitled to contact the Retailer for redress if he was not satisfied with the way the Vendor settled his complaint or if he believes that the Retailer violated his rights. If the Retailer declines to accommodate such a request or fails to respond within 30 days of the day it was sent, the User – Consumer shall have the right to submit a proposal to initiate an alternative dispute resolution to an alternative dispute resolution entity, determined  on the basis of the habitual residence of the Consumer in the EU. Alternative dispute resolution entities are bodies and authorised legal entities determined by respective provisions of alternative resolution of consumer disputes legislation in specific Member state. An alternative dispute resolution can be used to settle a dispute between a User – Consumer and a Vendor – Retailer, resulting from or connected with a consumer contract. The value of a dispute being settled by alternative dispute resolution must exceed EUR 20.00. An alternative dispute resolution entity may charge the User – Consumer a fee of no more than five euros for initiating an alternative dispute resolution, including value added tax, but no earlier than at the time a notice of the initiation of alternative dispute resolution is sent.
  2. The Users – Consumers are entitled to use an on-line dispute resolution platform (hereinafter referred to as the “ODR”) in order to resolve their disputes in a language they shall select. The User – Consumer can make use of the ODR platform for alternative resolution of his dispute. The platform is available at http://ec.europa.eu/consumers/odr/. When submitting his submissions on the ODR platform, the User – Consumer shall complete an electronic complaint form. The information submitted must be sufficient to determine the competent alternative dispute resolution entity on-line. The User – Consumer may attach documents supporting his complaint.

XV.
FINAL PROVISIONS

  1. Relationships not governed by these Business Terms and Conditions shall be governed by the Conditions of Use and the Special Terms and Conditions, insofar as they are not in conflict with these Business Terms and Conditions, and further by law of the UK.
  2. The rules for making unilateral changes to these Business Terms and Conditions on the part of the Operator are specified in Article XI., point 2. of the Conditions of Use.
  3. These Business Terms and Conditions enter into effect on 01.11.2019.